~~(2)~~
(2)	Defined benefit pension items relate to actuarial changes and the amortization of prior service costs. Reclassifications from AOCL are recognized as expense on our Consolidated Statements of ~~Income~~Operations through either “Contract drilling services” or “General and administrative.” See Note 910 for additional information.

Note 1314 — Commitments and Contingencies

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

We have used a commercial agent in Brazil in connection with our Petróleo Brasileiro S.A. (“Petrobras”) drilling contracts. We understand that this agent has represented a number of different companies in Brazil over many years, including several offshore drilling contractors. In November 2015, this agent pled guilty in Brazil in connection with the award of a drilling contract to a competitor and implicated a Petrobras official as part of a wider investigation of Petrobras’ business practices. Following news reports relating to the agent’s involvement in the Brazil investigation in connection with his activities with other companies, we have been conducting a review, which is now substantially complete, of our relationship with the agent and with Petrobras. We are in contact with the SEC, the Brazilian federal prosecutor’s office and the DOJ about this matter. We are cooperating with these agencies and they are aware of our internal review. To our knowledge, neither the agent, nor the government authorities investigating the matter, has alleged that the agent or Noble acted improperly in connection with our contracts with Petrobras.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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,~~September 30, 2016, there were 42 asbestos related lawsuits in which we are one of many defendants. These lawsuits have been filed in the United States in the states of Louisiana and Mississippi. We intend to vigorously defend against the litigation. We do not believe the ultimate resolution of these matters will have a material adverse effect on our financial position, results of operations or cash flows.

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

We operate in a number of countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. We recognize uncertain tax positions that we believe have a greater than 50 percent likelihood of being sustained. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments.

During 2014, the IRS began its examination of our tax reporting in the U.S. for the taxable years ended December 31, 2010 and 2011. We believe that we have accurately reported all amounts in our 2010 and 2011 tax returns. We believe the ultimate resolution of the IRS examination will not have a material adverse effect on our consolidated financial statements.

Under the TSA entered into at the time of the Spin-off, Noble and Paragon Offshore are each responsible for the taxes that relate to their respective business (whether such taxes were incurred through a Noble-retained or a Paragon-retained entity) and provide a corresponding indemnity. In addition, in February 2016, we entered into an agreement in principle with Paragon Offshore relating to tax matters in Mexico described below in exchange for a full and unconditional release of any claims by Paragon Offshore in connection with the Spin-off (including any claims that could be brought on behalf of its creditors). The ~~final~~settlement agreement with Paragon Offshore, which was signed by the parties on April 29, 2016, is subject to the approval of Paragon ~~Offshore’s~~Offshore's bankruptcy plan by athe bankruptcy court. ~~A hearing~~On October 28, 2016, the bankruptcy court having jurisdiction over the Paragon Offshore bankruptcy denied confirmation of Paragon Offshore’s bankruptcy plan. In the oral ruling, the judge noted that his decision to ~~confirm~~deny confirmation did not preclude Paragon Offshore from restructuring, only that they could not do so under the ~~plan~~existing plan. Paragon Offshore has announced that it is ~~set for late June 2016 (see Note 2 for additional information).~~

evaluating its options.

Audit claims of approximately ~~$168~~$157 million attributable to income and other business taxes have been assessed against us in Mexico, as detailed below. Under our ~~recent~~settlement agreement with Paragon Offshore, we agreed to assume the administration of Paragon Offshore’s Mexican income and value-added taxes for the years 2005 through 2010 and for Paragon Offshore’s Mexican customs taxes through 2010, as well as the related bonding obligations and certain of the tax related liabilities. In addition, under the ~~recent~~ agreement with Paragon Offshore, we agreed to (i) pay all of the ultimate resolved amount of Mexican income and value-added taxes related to Paragon Offshore’s business that were incurred through a Noble-retained entity, (ii) pay 50 percent of the ultimate resolved amount of Mexican income and value-added taxes related to Paragon Offshore’s business that were incurred through a Paragon Offshore-retained entity, (iii) pay 50 percent of the ultimate resolved amount of Mexican custom taxes related to Paragon Offshore’s business, and (iv) ~~be required to~~ post any tax appeal bond that may be required to challenge a final assessment. Paragon Offshore also agreed to pay 50 percent of the third party costs incurred by us in the administration of the tax claims. Pursuant to an amendment agreed to on August 5, 2016 we have also agreed to allow Paragon Offshore to pay up to $5 million of the Mexican tax and administrative costs described above that become owed to us in the form of an interest bearing note, which will be due at the end of the four year period following the date of approval of Paragon Offshore's bankruptcy plan. Tax assessments of approximately ~~$48~~$45 million for income and value-added taxes have been made against Noble entities in Mexico. Tax assessments for income and value-added taxes of approximately ~~$196~~$183 million have been made against Paragon Offshore entities in Mexico, of which approximately ~~$45~~$42 million relates to Noble’s business that operated through Paragon Offshore-retained entities in Mexico prior to the Spin-off. We will only be obligated to post a tax appeal bond in the event a final assessment is made by Mexican authorities. As of ~~April~~October 15, 2016, there have been $3 million in final assessments that have been bonded.

In January 2015, Noble received an official notification of a ruling from the Second Chamber of the Supreme Court in Mexico. The ruling settled an ongoing dispute in Mexico relating to the classification of a Noble subsidiary’s business activity and the applicable rate of depreciation under the Mexican law applicable to the activities of that subsidiary. The ruling did not result in any additional tax liability to Noble. Additionally, the ruling is only applicable to the Noble subsidiary named in the ruling and, therefore, does not establish the depreciation rate applicable to the assets of other Noble subsidiaries. Under the recent agreement with Paragon Offshore, we agreed to be responsible for any tax liability ultimately incurred because these depreciation

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

liabilities would be incurred by Noble-retained entities, and such amounts are reflected in the discussion of Mexican audit claims in the preceding paragraph. We will continue to contest future assessments received, and do not believe we are liable for additional tax.

~~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)~~

Paragon Offshore has received tax assessments of approximately ~~$134~~$152 million attributable to income, customs and other business taxes in Brazil, of which ~~$36~~$44 million relates to Noble’s business that operated through a Paragon Offshore-retained entity in Brazil prior to the Spin-off. Under the TSA, we must indemnify Paragon Offshore for all assessed amounts that are related to Noble’s Brazil business, approximately ~~$36~~$44 million, if and when such payments become due.

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

We have been notified by Petrobras that it is currently challenging assessments by Brazilian tax authorities of withholding taxes associated with the provision of drilling rigs for its operations in Brazil during 2008 and 2009. Petrobras has also notified us that if Petrobras must ultimately pay such withholding taxes, it will seek reimbursement from us for the portion allocable to our drilling rigs. The amount of withholding tax that Petrobras indicates may be allocable to Noble drilling rigs is ~~R$79 million (approximately $22 million).~~approximately $24 million. We believe that our contract with Petrobras requires Petrobras to indemnify us for these withholding taxes. We will, if necessary, vigorously defend our rights.

We maintain certain insurance coverage against specified marine perils, which includes physical damage and loss of hire to our drilling rigs along with other associated coverage common in our industry. We maintain a physical damage deductible on our rigs of $25 million per occurrence. With respect to the U.S. Gulf of Mexico, hurricane risk has generally resulted in more restrictive and expensive coverage for U.S. named windstorm perils, and we have opted in certain years to maintain limited or no windstorm coverage. Our current program provides for $500 million in named windstorm coverage in the U.S. Gulf of Mexico. For the Noble 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 loss of hire coverage applies only to our rigs operating under contract with a dayrate equal to or greater than $200,000 a day and is subject to a 45-day waiting period for each unit and each occurrence.

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

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

In connection with our capital expenditure program as of September 30, 2016, we had outstanding commitments, including shipyard and purchase commitments of approximately ~~$570 million at March 31, 2016.~~

$88 million.

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

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 1415 — Accounting Pronouncements

In May 2014, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ASU No. ~~2014-09,~~2014-9, which creates Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, ASU No. ~~2014-09~~2014-9 supersedes the cost guidance in Subtopic 605-35, “Revenue Recognition—Construction-Type and Production-Type Contracts,” and creates new Subtopic 340-40, “Other Assets and Deferred Costs—Contracts with Customers.” In summary, the core principle of Topic 606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Companies are allowed to select between two transition methods: (1) a full retrospective transition method with the application of the new guidance to each prior reporting period presented, or (2) a retrospective transition method that recognizes the cumulative effect on prior periods at the date of adoption together with additional footnote disclosures. The amendments in ASU No. ~~2014-09~~2014-9 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and early application is ~~not permitted.~~permitted for periods beginning after December 15, 2016. A number of amendments have been issued in connection with ASU No. 2014-9, all of which are effective upon adoption of Topic 606. In March 2016 and April 2016, the FASB issued clarification amendments ASU No. ~~2016-08~~2016-8 and ASU No. 2016-10 ~~respectively. The amendments in ASU No. 2016-08 and ASU No. 2016-10 do not change the core principle of ASU No. 2014-09, but instead~~which clarify the implementation guidance on principle versus agent considerations and identify performance obligations and the licensing implementation guidance, respectively. In May 2016, the FASB issued ASU No. 2016-11 and ASU No. 2016-12 which rescind certain SEC Staff Observer comments that are codified in Topic 605, “Revenue Recognition,” and Topic 932, “Extractive Activities—Oil and Gas” and provide improvements to narrow aspects of ASU No. 2014-9, respectively. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements and have not made any decision on the method of adoption.

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

In August 2014, the FASB issued ASU No. 2014-15, which amends ASC Subtopic 205-40, “Disclosure of Uncertainties about an Entity’s Ability to continue as a Going Concern.” The amendments in this ASU provide guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The adoption of this guidance is not anticipated to have a material impact on our financial condition, results of operations, cash flows or financial disclosures.

In January 2015, the FASB issued ASU No. ~~2015-01,~~2015-1, which amends ASC Subtopic 225-20, “Income Statement – Extraordinary and Unusual Items.” The amendment in this ASU eliminates from GAAP the concept of extraordinary items. The amendments in this update are effective for interim and annual reporting periods beginning after December 15, 2015. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

In February 2015, the FASB issued ASU No. ~~2015-02,~~2015-2, which amends ASC Subtopic 810, “Consolidations.” This amendment affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities; eliminate the presumption that a general partner should consolidate a limited partnership; affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. The standard is effective for interim and annual reporting periods beginning after December 15, 2015. The standard may be applied retrospectively or through a cumulative effect adjustment to retained earnings as of the beginning of the year of adoption. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

In April 2015, the FASB issued ASU No. ~~2015-03,~~2015-3, which amends ASC Subtopic 835-30, “Interest – Imputation of Interest.” The guidance requires debt issuance costs to be presented in the balance sheet as a direct reduction from the associated debt liability. The standard is effective for interim and annual reporting periods beginning after December 15, 2015. In August 2015, the FASB issued ASU No. 2015-15 which amends ASC Subtopic 835-30, “Interest – Imputation of Interest.” The guidance allows a debt issuance cost related to a line-of-credit to be presented in the balance sheet as an asset and subsequently amortized ratably over

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

the term of the line-of credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.

~~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)~~

The new guidance is applied on a retrospective basis. In accordance with our adoption of ASU No. ~~2015-03,~~2015-3, unamortized debt issuance costs related to our senior notes of approximately $26 million as of December 31, 2015, which were previously included in “Other assets,” are included in either “Current maturities of long-term debt” or “Long-term debt” in the accompanying Consolidated Balance Sheets, based upon the maturity date of the respective senior notes.

In April 2015, the FASB issued ASU No. ~~2015-04,~~2015-4, which amends ASC Topic 715, “Compensation – Retirement Benefits.” The guidance gives an employer whose fiscal year end does not coincide with a calendar month end the ability, as a practical expedient, to measure defined benefit retirement obligations and related plan assets as of the month end that is closest to its fiscal year end. The ASU also provides a similar practical expedient for interim remeasurements of significant events. The standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

In July 2015, the FASB issued ASU No. 2015-12, which amends ASC Topic 960, “Plan Accounting-Defined Benefit Pension Plans,” ASC Topic 962, “Defined Contribution Pension Plans” and ASC Topic 965, “Health and Welfare Benefit Plans.” There are three parts to the ASU that aim to simplify the accounting and presentation of plan accounting. Part I of this ASU requires fully benefit-responsive investment contracts to be measured at contract value instead of the current fair value measurement. Part II of this ASU requires investments (both participant-directed and nonparticipant-directed investments) of employee benefit plans be grouped only by general type, eliminating the need to disaggregate the investments in multiple ways. Part III of this ASU provides a similar measurement date practical expedient for employee benefit plans as available in ASU No. ~~2015-04,~~2015-4, which allows employers to measure defined benefit plan assets on a month-end date that is nearest to the year’s fiscal year-end when the fiscal period does not coincide with a month-end. Parts I and II of the new guidance should be applied on a retrospective basis. Part III of the new guidance should be applied on a prospective basis. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

In September 2015, the FASB issued ASU 2015-16, which amends Topic 805, “Business Combinations.” This amendment eliminates the requirement to retrospectively account for adjustments made to provisional amounts recognized in a business combination at the acquisition date with a corresponding adjustment to goodwill, and revise comparative information for prior periods presented in financial statements. Those adjustments are required when new information about circumstances that existed as of the acquisition date would have affected the measurement of the amount initially recognized. This update requires an entity to recognize these adjustments in the reporting period in which the adjustment amounts are determined. An acquirer must record the effect on earnings of changes in depreciation, amortization, or other income effects, calculated as if the accounting had been completed at the acquisition date. An entity must present separately on the face of the income statement, or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

In November 2015, the FASB issued ASU No. 2015-17, which amends ASC Topic 740, “Income Taxes.” This amendment aligns the presentation of deferred income tax assets and liabilities with International Financial Reporting Standards. International Accounting Standard 1, Presentation of Financial Statements, requires deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets be offset and presented as a single amount is not affected by the amendments in this update. The standard is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In February 2016, the FASB issued ASU No. ~~2016-02,~~2016-2, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

In March 2016, the FASB issued ASU No. ~~2016-05,~~2016-5, which amends ASC Topic 815, “Derivatives and Hedging.” This amendment clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016 and may be applied on either a prospective basis or a modified retrospective basis. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In March 2016, the FASB issued ASU No. ~~2016-09,~~2016-9, which amends ASC Topic 718, “Compensation – Stock Compensation.” This amendment simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In August 2016, the FASB issued ASU No. 2016-15 which amends ASC Topic 230, “Classification of Certain Cash Receipts and Cash Payments.” The amendments in this Update address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The update outlines the classification of specific transactions as either cash inflows or outflows from financing activities, operating activities, investing activities or non-cash activities. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

Note 1516 — Supplemental Financial Information

Consolidated Balance Sheets Information

Deferred revenues from drilling contracts totaled ~~$173~~$140 million and $180 million at ~~March 31,~~September 30, 2016 and December 31, 2015, respectively. Such amounts are included in either “Other current liabilities” or “Other liabilities” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition. Related expenses deferred under drilling contracts totaled ~~$69~~$54 million at ~~March 31,~~September 30, 2016 as compared to $78 million at December 31, 2015, and are included in either “Prepaid expenses and other current assets” or “Other assets” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition.

In April 2015, we agreed to contract dayrate reductions for five rigs working for Saudi Arabian Oil Company (“Saudi Aramco”), which were effective from January 1, 2015 through December 31, 2015. During the first quarter of 2016, we agreed to further contract dayrate reductions for the remaining four contracted rigs through the end of 2016. Given current market conditions and based on discussions with the customer, we do not expect the rates to return to the original contract rates. In accordance with accounting guidance, we are recognizing the reductions on a straight-line basis over the remaining life of the existing Saudi Aramco contracts. At ~~March 31,~~September 30, 2016 and December 31, 2015, revenues recorded in excess of billings as a result of this recognition totaled ~~$45~~$22 million and $53 million, respectively, and are included in either “Prepaid expenses and other current assets” or “Other assets” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition.

Consolidated Statements of Cash Flows Information

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

Noble-UK

Noble-Cayman

Three months ended

Three months ended

March 31,

March 31,

2016

2015

2016

2015

Accounts receivable

$
(7,086
)

$
(24,890
)

$
(7,086
)

$
(24,890
)
Other current assets

20,750

102,206

18,739

76,635

Other assets

23,845

13,827

23,845

13,825

Accounts payable

(48,925
)

676

(48,619
)

1,284

Other current liabilities

(50,889
)

(58,682
)

(45,885
)

(52,979
)
Other liabilities

(25,191
)

(18,379
)

(25,192
)

(18,380
)

$
(87,496
)

$
14,758

$
(84,198
)

$
(4,505
)



	Noble-UK						Noble-Cayman
	Nine Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Accounts receivable	$	179,364		$	38,695		$	179,364		$	38,695
Other current assets	91,606			48,548			89,858			28,415
Other assets	27,805			61,610			25,724			41,314
Accounts payable	(70,778		)	(20,666		)	(68,909		)	(18,743		)
Other current liabilities	(70,943		)	(2,733		)	(66,202		)	11,295
Other liabilities	(25,581		)	(22,155		)	(26,924		)	(22,155		)
	$	131,473		$	103,299		$	132,911		$	78,821

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 1617 — Information about Noble-Cayman

Guarantees of Registered Securities

Noble-Cayman, or one or more wholly-owned subsidiaries of Noble-Cayman, are a co-issuer or full and unconditional guarantor or otherwise obligated as of ~~March 31,~~September 30, 2016 as follows:

			~~Issuer~~
~~Notes~~	~~(Co-Issuer(s))~~	~~Guarantor~~
	Issuer
Notes	(Co-Issuer(s))	Guarantor
$300 million 2.50% Senior Notes due 2017	NHIL	Noble-Cayman
$250 million ~~5.00%~~5.25% Senior Notes due 2018	NHIL	Noble-Cayman
$202 million 7.50% Senior Notes due 2019	NHC	Noble-Cayman
	Noble Drilling Holding, LLC ("NDH")
	Noble Drilling Services 6 LLC ("NDS6")
$~~500~~468 million 4.90% Senior Notes due 2020	NHIL	Noble-Cayman
$~~400~~397 million 4.625% Senior Notes due 2021	NHIL	Noble-Cayman
$400 million 3.95% Senior Notes due 2022	NHIL	Noble-Cayman
$450 million 6.95% Senior Notes due 2025	NHIL	Noble-Cayman
$400 million 6.20% Senior Notes due 2040	NHIL	Noble-Cayman
$400 million 6.05% Senior Notes due 2041	NHIL	Noble-Cayman
$500 million 5.25% Senior Notes due 2042	NHIL	Noble-Cayman
$400 million 7.95% Senior Notes due 2045	NHIL	Noble-Cayman

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

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

~~March 31,~~

September 30, 2016

(in thousands)

Other

Non-guarantor

Noble -

Subsidiaries

Consolidating

Cayman

NHC

NDH

NHIL

NDS6

of Noble

Adjustments

Total

ASSETS

Current assets

Cash and cash equivalents

$
8

$
—

$
71

$
—

$
—

$
235,344

$
—

$
235,423

Accounts receivable

—

—

21,702

—

—

484,315

—

506,017

Taxes receivable

—

12,124

—

—

—

43,193

—

55,317

Short-term notes receivable
   from affiliates

—

—

119,476

—

—

171,925

(291,401
)

—

Accounts receivable from
   affiliates

930,359

471,793

138,267

92,764

60,439

3,443,616

(5,137,238
)

—

Prepaid expenses and other
   current assets

105

—

1,799

—

—

149,063

—

150,967

Total current assets

930,472

483,917

281,315

92,764

60,439

4,527,456

(5,428,639
)

947,724

Property and equipment, at cost

—

—

1,900,406

—

—

12,198,091

—

14,098,497

Accumulated depreciation

—

—

(365,767
)

—

—

(2,346,406
)

—

(2,712,173
)
Property and equipment, net

—

—

1,534,639

—

—

9,851,685

—

11,386,324

Notes receivable from affiliates

3,304,798

—

236,921

1,587,927

5,000

1,762,825

(6,897,471
)

—

Investments in affiliates

5,294,156

1,949,551

2,340,680

9,557,179

7,975,626

—

(27,117,192
)

—

Other assets

5,539

—

7,697

—

—

92,898

—

106,134

Total assets

$
9,534,965

$
2,433,468

$
4,401,252

$
11,237,870

$
8,041,065

$
16,234,864

$
(39,443,302
)

$
12,440,182

LIABILITIES AND EQUITY

Current liabilities

Short-term notes payables from
   affiliates

$
—

$
171,925

$
—

$
—

$
—

$
119,476

$
(291,401
)

$
—

Current maturities of long-term
   debt

—

—

—

299,523

—

—

—

299,523

Accounts payable

—

—

5,524

—

—

135,593

—

141,117

Accrued payroll and related costs

—

—

4,965

—

—

47,989

—

52,954

Accounts payable to affiliates

1,232,826

61,428

2,088,145

96,868

7,139

1,650,832

(5,137,238
)

—

Taxes payable

—

10,850

—

—

—

81,995

—

92,845

Interest payable

—

—

—

41,403

630

—

—

42,033

Other current liabilities

16

—

4,223

—

—

93,842

—

98,081

Total current liabilities

1,232,842

244,203

2,102,857

437,794

7,769

2,129,727

(5,428,639
)

726,553

Long-term debt

—

—

—

3,662,729

201,331

—

—

3,864,060

Notes payable to affiliates

1,518,363

—

461,380

1,414,151

124,215

3,379,362

(6,897,471
)

—

Deferred income taxes

—

—

1,314

—

—

69,436

—

70,750

Other liabilities

19,929

—

27,214

—

—

247,709

—

294,852

Total liabilities

2,771,134

244,203

2,592,765

5,514,674

333,315

5,826,234

(12,326,110
)

4,956,215

Commitments and contingencies

—

—

—

—

—

—

—

—

Total shareholder equity

6,763,831

2,189,265

1,808,487

5,723,196

7,707,750

9,248,066

(26,676,764
)

6,763,831

Noncontrolling interests

—

—

—

—

—

1,160,564

(440,428
)

720,136

Total equity

6,763,831

2,189,265

1,808,487

5,723,196

7,707,750

10,408,630

(27,117,192
)

7,483,967

Total liabilities and equity

$
9,534,965

$
2,433,468

$
4,401,252

$
11,237,870

$
8,041,065

$
16,234,864

$
(39,443,302
)

$
12,440,182

(Unaudited)



	Noble - Cayman		NHC		NDH			NHIL		NDS6		Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	1,981	$	—	$	118		$	1	$	—	$	423,649		$	—		$	425,749
Accounts receivable	—		—		42,261			—		—		277,306			—			319,567
Taxes receivable	—		20,878		4			—		—		14,505			—			35,387
Short-term notes receivable from affiliates	—		—		124,601			—		1,349,708		171,925			(1,646,234		)	—
Accounts receivable from affiliates	337,130		1,277		144,553			67,034		76,606		3,260,567			(3,887,167		)	—
Prepaid expenses and other current assets	46		—		1,965			—		—		96,984			—			98,995
Total current assets	339,157		22,155		313,502			67,035		1,426,314		4,244,936			(5,533,401		)	879,698
Property and equipment, at cost	—		—		2,358,530			—		—		12,246,266			—			14,604,796
Accumulated depreciation	—		—		(410,082		)	—		—		(2,602,926		)	—			(3,013,008		)
Property and equipment, net	—		—		1,948,448			—		—		9,643,340			—			11,591,788
Notes receivable from affiliates	3,304,672		—		112,705			69,563		5,000		1,995,607			(5,487,547		)	—
Investments in affiliates	3,948,861		2,346,182		2,305,255			9,344,115		6,224,556		—			(24,168,969		)	—
Other assets	4,708		—		7,127			—		—		89,729			—			101,564
Total assets	$	7,597,398	$	2,368,337	$	4,687,037		$	9,480,713	$	7,655,870	$	15,973,612		$	(35,189,917	)	$	12,573,050
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	—	$	—	$	—		$	—	$	—	$	—		$	—		$	—
Current maturities of long-term debt	—		171,925		—			299,762		—		1,474,309			(1,646,234		)	299,762
Accounts payable	—		—		3,245			—		—		110,872			—			114,117
Accrued payroll and related costs	—		—		5,004			—		—		48,333			—			53,337
Accounts payable to affiliates	537,755		104,854		2,354,295			274,177		—		616,086			(3,887,167		)	—
Taxes payable	—		—		—			—		—		98,019			—			98,019
Interest payable	—		—		—			45,410		630		—			—			46,040
Other current liabilities	—		—		4,311			—		—		67,548			—			71,859
Total current liabilities	537,755		276,779		2,366,855			619,349		630		2,415,167			(5,533,401		)	683,134
Long-term debt	—		—		—			3,628,832		201,392		—			—			3,830,224
Notes payable to affiliates	—		900,000		464,132			744,181		—		3,379,234			(5,487,547		)	—
Deferred income taxes	—		—		840			—		—		10,647			—			11,487
Other liabilities	19,929		—		25,097			—		—		250,417			—			295,443
Total liabilities	557,684		1,176,779		2,856,924			4,992,362		202,022		6,055,465			(11,020,948		)	4,820,288
Commitments and contingencies
Total shareholder equity	7,039,714		1,191,558		1,830,113			4,488,351		7,453,848		8,749,887			(23,713,757		)	7,039,714
Noncontrolling interests	—		—		—			—		—		1,168,260			(455,212		)	713,048
Total equity	7,039,714		1,191,558		1,830,113			4,488,351		7,453,848		9,918,147			(24,168,969		)	7,752,762
Total liabilities and equity	$	7,597,398	$	2,368,337	$	4,687,037		$	9,480,713	$	7,655,870	$	15,973,612		$	(35,189,917	)	$	12,573,050

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2015

(in thousands)

Other

Non-guarantor

Noble-

Subsidiaries

Consolidating

Cayman

NHC

NDH

NHIL

NDS6

of Noble

Adjustments

Total

ASSETS

Current assets

Cash and cash equivalents

$
1,627

$
—

$
2,101

$
—

$
—

$
508,067

$
—

$
511,795

Accounts receivable

—

—

9,381

—

—

489,550

—

498,931

Taxes receivable

—

12,124

27

—

—

43,291

—

55,442

Short-term notes receivable
   from affiliates

—

—

119,476

—

—

171,925

(291,401
)

—

Accounts receivable from
   affiliates

626,305

451,201

128,457

811,785

67,684

3,445,590

(5,531,022
)

—

Prepaid expenses and other
   current assets

246

—

1,696

—

—

166,527

—

168,469

Total current assets

628,178

463,325

261,138

811,785

67,684

4,824,950

(5,822,423
)

1,234,637

Property and equipment, at cost

—

—

1,877,520

—

—

12,177,038

—

14,054,558

Accumulated depreciation

—

—

(344,591
)

—

—

(2,227,740
)

—

(2,572,331
)
Property and equipment, net

—

—

1,532,929

—

—

9,949,298

—

11,482,227

Notes receivable from affiliates

3,304,652

—

236,921

1,587,927

5,000

2,435,154

(7,569,654
)

—

Investments in affiliates

5,159,064

2,174,480

3,001,327

9,752,912

7,438,397

—

(27,526,180
)

—

Other assets

5,954

—

7,496

—

—

118,869

—

132,319

Total assets

$
9,097,848

$
2,637,805

$
5,039,811

$
12,152,624

$
7,511,081

$
17,328,271

$
(40,918,257
)

$
12,849,183

LIABILITIES AND EQUITY

Current liabilities

Short-term notes payables from
   affiliates

$
—

$
171,925

$
—

$
—

$
—

$
119,476

$
(291,401
)

$
—

Current maturities of long-term
   debt

—

—

—

299,924

—

—

—

299,924

Accounts payable

—

—

10,676

—

—

210,401

—

221,077

Accrued payroll and related costs

—

—

6,584

—

—

74,780

—

81,364

Accounts payable to affiliates

868,046

60,100

2,440,965

96,543

6,426

2,058,942

(5,531,022
)

—

Taxes payable

—

917

—

—

—

87,191

—

88,108

Interest payable

—

—

—

68,549

4,412

—

—

72,961

Other current liabilities

40

—

4,108

—

—

92,183

—

96,331

Total current liabilities

868,086

232,942

2,462,333

465,016

10,838

2,642,973

(5,822,423
)

859,765

Long-term debt

—

—

—

3,961,338

201,300

—

—

4,162,638

Notes payable to affiliates

1,518,363

—

461,379

2,086,480

124,216

3,379,216

(7,569,654
)

—

Deferred income taxes

—

—

1,529

—

—

91,268

—

92,797

Other liabilities

19,929

—

25,312

—

—

274,271

—

319,512

Total liabilities

2,406,378

232,942

2,950,553

6,512,834

336,354

6,387,728

(13,392,077
)

5,434,712

Commitments and contingencies

Total shareholder equity

6,691,470

2,404,863

2,089,258

5,639,790

7,174,727

9,781,284

(27,089,922
)

6,691,470

Noncontrolling interests

—

—

—

—

—

1,159,259

(436,258
)

723,001

Total equity

6,691,470

2,404,863

2,089,258

5,639,790

7,174,727

10,940,543

(27,526,180
)

7,414,471

Total liabilities and equity

$
9,097,848

$
2,637,805

$
5,039,811

$
12,152,624

$
7,511,081

$
17,328,271

$
(40,918,257
)

$
12,849,183

(Unaudited)



	Noble- Cayman		NHC		NDH			NHIL		NDS6		Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	1,627	$	—	$	2,101		$	—	$	—	$	508,067		$	—		$	511,795
Accounts receivable	—		—		9,381			—		—		489,550			—			498,931
Taxes receivable	—		12,124		27			—		—		43,291			—			55,442
Short-term notes receivable from affiliates	—		—		119,476			—		—		171,925			(291,401		)	—
Accounts receivable from affiliates	626,305		451,201		128,457			811,785		67,684		3,445,590			(5,531,022		)	—
Prepaid expenses and other current assets	246		—		1,696			—		—		166,527			—			168,469
Total current assets	628,178		463,325		261,138			811,785		67,684		4,824,950			(5,822,423		)	1,234,637
Property and equipment, at cost	—		—		1,877,520			—		—		12,177,038			—			14,054,558
Accumulated depreciation	—		—		(344,591		)	—		—		(2,227,740		)	—			(2,572,331		)
Property and equipment, net	—		—		1,532,929			—		—		9,949,298			—			11,482,227
Notes receivable from affiliates	3,304,652		—		236,921			1,587,927		5,000		2,435,154			(7,569,654		)	—
Investments in affiliates	5,159,064		2,174,480		3,001,327			9,752,912		7,438,397		—			(27,526,180		)	—
Other assets	5,954		—		7,496			—		—		118,869			—			132,319
Total assets	$	9,097,848	$	2,637,805	$	5,039,811		$	12,152,624	$	7,511,081	$	17,328,271		$	(40,918,257	)	$	12,849,183
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	—	$	171,925	$	—		$	—	$	—	$	119,476		$	(291,401	)	$	—
Current maturities of long-term debt	—		—		—			299,924		—		—			—			299,924
Accounts payable	—		—		10,676			—		—		210,401			—			221,077
Accrued payroll and related costs	—		—		6,584			—		—		74,780			—			81,364
Accounts payable to affiliates	868,046		60,100		2,440,965			96,543		6,426		2,058,942			(5,531,022		)	—
Taxes payable	—		917		—			—		—		87,191			—			88,108
Interest payable	—		—		—			68,549		4,412		—			—			72,961
Other current liabilities	40		—		4,108			—		—		92,183			—			96,331
Total current liabilities	868,086		232,942		2,462,333			465,016		10,838		2,642,973			(5,822,423		)	859,765
Long-term debt	—		—		—			3,961,338		201,300		—			—			4,162,638
Notes payable to affiliates	1,518,363		—		461,379			2,086,480		124,216		3,379,216			(7,569,654		)	—
Deferred income taxes	—		—		1,529			—		—		91,268			—			92,797
Other liabilities	19,929		—		25,312			—		—		274,271			—			319,512
Total liabilities	2,406,378		232,942		2,950,553			6,512,834		336,354		6,387,728			(13,392,077		)	5,434,712
Commitments and contingencies
Total shareholder equity	6,691,470		2,404,863		2,089,258			5,639,790		7,174,727		9,781,284			(27,089,922		)	6,691,470
Noncontrolling interests	—		—		—			—		—		1,159,259			(436,258		)	723,001
Total equity	6,691,470		2,404,863		2,089,258			5,639,790		7,174,727		10,940,543			(27,526,180		)	7,414,471
Total liabilities and equity	$	9,097,848	$	2,637,805	$	5,039,811		$	12,152,624	$	7,511,081	$	17,328,271		$	(40,918,257	)	$	12,849,183

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS and COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30, 2016

(in thousands)

(Unaudited)



	Noble- Cayman			NHC			NDH			NHIL			NDS6			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	—		$	52,333		$	—		$	—		$	331,916		$	(10,992	)	$	373,257
Reimbursables	—			—			2,933			—			—			8,800			—			11,733
Other	—			—			—			—			—			163			—			163
Total operating revenues	—			—			55,266			—			—			340,879			(10,992		)	385,153
Operating costs and expenses
Contract drilling services	857			3,914			20,487			17,483			—			174,323			(10,992		)	206,072
Reimbursables	—			—			2,702			—			—			6,440			—			9,142
Depreciation and amortization	—			—			22,661			—			—			132,581			—			155,242
General and administrative	203			1,552			—			7,231			—			3,047			—			12,033
Loss on impairment	—			—			—			—			—			—			—			—
Total operating costs and expenses	1,060			5,466			45,850			24,714			—			316,391			(10,992		)	382,489
Operating income (loss)	(1,060		)	(5,466		)	9,416			(24,714		)	—			24,488			—			2,664
Other income (expense)
Income (loss) of unconsolidated affiliates	(49,010		)	17,529			(6,572		)	10,186			12,187			—			15,680			—
Interest expense, net of amounts capitalized	(2,472		)	(25,311		)	(2,872		)	(52,073		)	(3,258		)	(10,278		)	43,695			(52,569		)
Gain on extinguishment of debt, net	—			—			—			—			—			—			—			—
Interest income and other, net	1,666			30			2,816			525			6,046			33,180			(43,695		)	568
Income (loss) before income taxes	(50,876		)	(13,218		)	2,788			(66,076		)	14,975			47,390			15,680			(49,337		)
Income tax benefit (provision)	—			(10,050		)	(167		)	—			—			19,524			—			9,307
Net income (loss)	(50,876		)	(23,268		)	2,621			(66,076		)	14,975			66,914			15,680			(40,030		)
Net income attributable to noncontrolling interests	—			—			—			—			—			(5,933		)	(4,913		)	(10,846		)
Net income (loss) attributable to Noble Corporation	(50,876		)	(23,268		)	2,621			(66,076		)	14,975			60,981			10,767			(50,876		)
Other comprehensive income, net	701			—			—			—			—			701			(701		)	701
Comprehensive income (loss) attributable to Noble Corporation	$	(50,175	)	$	(23,268	)	$	2,621		$	(66,076	)	$	14,975		$	61,682		$	10,066		$	(50,175	)

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS and COMPREHENSIVE INCOME (LOSS)

Nine months Ended September 30, 2016

(in thousands)

(Unaudited)



	Noble- Cayman			NHC			NDH			NHIL			NDS6			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	—		$	169,379		$	—		$	—		$	1,728,374		$	(56,432	)	$	1,841,321
Reimbursables	—			—			6,301			—			—			43,971			—			50,272
Other	—			—			—			—			—			1,016			—			1,016
Total operating revenues	—			—			175,680			—			—			1,773,361			(56,432		)	1,892,609
Operating costs and expenses
Contract drilling services	3,574			15,627			47,005			69,087			—			618,735			(56,432		)	697,596
Reimbursables	—			—			5,589			—			—			33,857			—			39,446
Depreciation and amortization	—			—			66,431			—			—			389,422			—			455,853
General and administrative	928			7,207			—			32,696			1			(4,341		)	—			36,491
Loss on impairment	—			—			—			—			—			16,616			—			16,616
Total operating costs and expenses	4,502			22,834			119,025			101,783			1			1,054,289			(56,432		)	1,246,002
Operating income (loss)	(4,502		)	(22,834		)	56,655			(101,783		)	(1		)	719,072			—			646,607
Other income (expense)
Income (loss) of unconsolidated affiliates	331,777			58,134			(64,854		)	640,942			610,992			—			(1,576,991		)	—
Interest expense, net of amounts capitalized	(25,256		)	(47,977		)	(8,436		)	(173,294		)	(11,722		)	(109,781		)	209,491			(166,975		)
Gain on extinguishment of debt, net	—			—			—			11,066			—			—			—			11,066
Interest income and other, net	94,974			80			9,719			19,885			6,808			76,657			(209,491		)	(1,368		)
Income (loss) before income taxes	396,993			(12,597		)	(6,916		)	396,816			606,077			685,948			(1,576,991		)	489,330
Income tax benefit (provision)	—			(43,788		)	(545		)	—			—			4,023			—			(40,310		)
Net income (loss)	396,993			(56,385		)	(7,461		)	396,816			606,077			689,971			(1,576,991		)	449,020
Net income attributable to noncontrolling interests	—			—			—			—			—			(70,980		)	18,953			(52,027		)
Net income (loss) attributable to Noble Corporation	396,993			(56,385		)	(7,461		)	396,816			606,077			618,991			(1,558,038		)	396,993
Other comprehensive income, net	2,006			—			—			—			—			2,006			(2,006		)	2,006
Comprehensive income (loss) attributable to Noble Corporation	$	398,999		$	(56,385	)	$	(7,461	)	$	396,816		$	606,077		$	620,997		$	(1,560,044	)	$	398,999

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

and COMPREHENSIVE INCOME

Three ~~Months~~months Ended ~~March 31, 2016~~

September 30, 2015

(in thousands)

Other

Non-guarantor

Noble-

Subsidiaries

Consolidating

Cayman

NHC

NDH

NHIL

NDS6

of Noble

Adjustments

Total

Operating revenues

Contract drilling services

$
—

$
—

$
52,207

$
—

$
—

$
557,474

$
(18,314
)

$
591,367

Reimbursables

—

—

746

—

—

19,860

—

20,606

Other

—

—

—

—

—

600

—

600

Total operating revenues

—

—

52,953

—

—

577,934

(18,314
)

612,573

Operating costs and expenses

Contract drilling services

1,745

7,395

14,558

32,314

—

211,592

(18,314
)

249,290

Reimbursables

—

—

542

—

—

15,464

—

16,006

Depreciation and amortization

—

—

21,461

—

—

128,212

—

149,673

General and administrative

419

3,315

—

14,545

—

(7,674
)

—

10,605

Total operating costs and
   expenses

2,164

10,710

36,561

46,859

—

347,594

(18,314
)

425,574

Operating income (loss)

(2,164
)

(10,710
)

16,392

(46,859
)

—

230,340

—

186,999

Other income (expense)

Income (loss) of unconsolidated
   affiliates

135,092

53,855

(13,583
)

176,354

137,371

—

(489,089
)

—

Interest expense, net of amounts
   capitalized

(17,556
)

(1,327
)

(2,748
)

(61,409
)

(4,275
)

(4,399
)

34,614

(57,100
)
Interest income and other, net

1,649

(4
)

3,476

15,321

69

13,370

(34,614
)

(733
)
Income before income taxes

117,021

41,814

3,537

83,407

133,165

239,311

(489,089
)

129,166

Income tax provision

—

(10,082
)

(205
)

—

—

16,790

—

6,503

Net income

117,021

31,732

3,332

83,407

133,165

256,101

(489,089
)

135,669

Net income attributable to
   noncontrolling interests

—

—

—

—

—

(22,816
)

4,168

(18,648
)
Net income attributable to Noble
   Corporation

117,021

31,732

3,332

83,407

133,165

233,285

(484,921
)

117,021

Other comprehensive income, net

2,537

—

—

—

—

2,537

(2,537
)

2,537

Comprehensive income
   attributable to Noble
   Corporation

$
119,558

$
31,732

$
3,332

$
83,407

$
133,165

$
235,822

$
(487,458
)

$
119,558

(Unaudited)



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

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

~~Three~~ and COMPREHENSIVE INCOME

Nine months Ended ~~March 31,~~September 30, 2015

(in thousands)

Other

Non-guarantor

Noble-

Subsidiaries

Consolidating

Cayman

NHC

NDH

NHIL

NDS6

of Noble

Adjustments

Total

Operating revenues

Contract drilling services

$
—

$
—

$
75,059

$
—

$
—

$
737,807

$
(33,505
)

$
779,361

Reimbursables

—

—

2,379

—

—

22,602

—

24,981

Total operating revenues

—

—

77,438

—

—

760,409

(33,505
)

804,342

Operating costs and expenses

Contract drilling services

1,815

8,291

29,378

22,839

—

290,661

(33,505
)

319,479

Reimbursables

—

—

1,482

—

—

18,675

—

20,157

Depreciation and amortization

—

—

17,368

—

—

136,498

—

153,866

General and administrative

457

3,388

—

8,349

—

14

—

12,208

Total operating costs and
   expenses

2,272

11,679

48,228

31,188

—

445,848

(33,505
)

505,710

Operating income (loss)

(2,272
)

(11,679
)

29,210

(31,188
)

—

314,561

—

298,632

Other income (expense)

Income (loss) of unconsolidated
   affiliates

216,726

32,081

55,024

289,758

179,050

—

(772,639
)

—

Interest expense, net of amounts
   capitalized

(24,753
)

(1,019
)

(3,255
)

(48,336
)

(6,216
)

(13,727
)

48,262

(49,044
)
Interest income and other, net

2,730

4,832

12,712

20,779

1,399

12,258

(48,262
)

6,448

Income before income taxes

192,431

24,215

93,691

231,013

174,233

313,092

(772,639
)

256,036

Income tax provision

—

(16,093
)

(379
)

—

—

(27,086
)

—

(43,558
)
Net income

192,431

8,122

93,312

231,013

174,233

286,006

(772,639
)

212,478

Net income attributable to
   noncontrolling interests

—

—

—

—

—

(30,464
)

10,417

(20,047
)
Net income attributable to
   Noble Corporation

192,431

8,122

93,312

231,013

174,233

255,542

(762,222
)

192,431

Other comprehensive loss, net

(5,363
)

—

—

—

—

(5,363
)

5,363

(5,363
)
Comprehensive income
   attributable to Noble
   Corporation

$
187,068

$
8,122

$
93,312

$
231,013

$
174,233

$
250,179

$
(756,859
)

$
187,068

(Unaudited)



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

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

~~Three~~

Nine months Ended ~~March 31,~~September 30, 2016

(in thousands)

Other

Non-guarantor

Noble-

Subsidiaries

Consolidating

Cayman

NHC

NDH

NHIL

NDS6

of Noble

Adjustments

Total

Cash flows from operating
   activities

Net cash from operating activities

$
(8,420
)

$
(12,190
)

$
20,809

$
(120,093
)

$
(7,988
)

$
315,632

$
—

$
187,750

Cash flows from investing
   activities

Capital expenditures

—

—

(14,575
)

—

—

(74,749
)

—

(89,324
)
Proceeds from disposal of assets

—

—

—

—

—

3,031

—

3,031

Net cash from investing
   activities

—

—

(14,575
)

—

—

(71,718
)

—

(86,293
)
Cash flows from financing
   activities

Repayment of long-term debt

—

—

—

(300,000
)

—

—

—

(300,000
)
Dividends paid to noncontrolling
   interests

—

—

—

—

—

(21,513
)

—

(21,513
)
Distributions to parent company,
   net

(56,316
)

—

—

—

—

—

—

(56,316
)
Advances (to) from affiliates

63,117

12,190

(8,264
)

420,093

7,988

(495,124
)

—

—

Net cash from financing
   activities

6,801

12,190

(8,264
)

120,093

7,988

(516,637
)

—

(377,829
)
Net change in cash and
   cash equivalents

(1,619
)

—

(2,030
)

—

—

(272,723
)

—

(276,372
)
Cash and cash equivalents,
   beginning of period

1,627

—

2,101

—

—

508,067

—

511,795

Cash and cash equivalents, end
   of period

$
8

$
—

$
71

$
—

$
—

$
235,344

$
—

$
235,423

(Unaudited)



	Noble- Cayman			NHC			NDH			NHIL			NDS6			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments		Total
Cash flows from operating activities
Net cash from operating activities	$	91,918		$	(124,190	)	$	81,355		$	(278,331	)	$	(8,697	)	$	1,223,801		$	—	$	985,856
Cash flows from investing activities
Capital expenditures	—			—			(473,460		)	—			—			(159,813		)	—		(633,273		)
Proceeds from disposal of assets	—			—			—			—			—			23,390			—		23,390
Net cash from investing activities	—			—			(473,460		)	—			—			(136,423		)	—		(609,883		)
Cash flows from financing activities
Repayment of long-term debt	—			—			—			(300,000		)	—			—			—		(300,000		)
Early repayment of long-term debt	—			—			—			(22,207		)	—			—			—		(22,207		)
Premiums paid on early repayment of long-term debt	—			—			—			(1,781		)	—			—			—		(1,781		)
Dividends paid to noncontrolling interests	—			—			—			—			—			(61,980		)	—		(61,980		)
Distributions to parent company, net	(76,051		)	—			—			—			—			—			—		(76,051		)
Advances (to) from affiliates	(15,513		)	124,190			390,122			602,320			8,697			(1,109,816		)	—		—
Net cash from financing activities	(91,564		)	124,190			390,122			278,332			8,697			(1,171,796		)	—		(462,019		)
Net change in cash and cash equivalents	354			—			(1,983		)	1			—			(84,418		)	—		(86,046		)
Cash and cash equivalents, beginning of period	1,627			—			2,101			—			—			508,067			—		511,795
Cash and cash equivalents, end of period	$	1,981		$	—		$	118		$	1		$	—		$	423,649		$	—	$	425,749

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

~~Three~~

Nine months Ended ~~March 31,~~September 30, 2015

(in thousands)

Other

Non-guarantor

Noble-

Subsidiaries

Consolidating

Cayman

NHC

NDH

NHIL

NDS6

of Noble

Adjustments

Total

Cash flows from operating
   activities

Net cash from operating activities

$
(27,097
)

$
36,360

$
33,705

$
(102,007
)

$
(8,568
)

$
426,630

$
—

$
359,023

Cash flows from investing activities

Capital expenditures

—

—

(27,344
)

—

—

(90,973
)

—

(118,317
)
Net cash from investing
   activities

—

—

(27,344
)

—

—

(90,973
)

—

(118,317
)
Cash flows from financing
   activities

Net change in borrowings
   outstanding on bank credit
   facilities

(1,099,497
)

—

—

—

—

—

—

(1,099,497
)
Repayment of long-term debt

—

—

—

1,092,728

—

—

—

1,092,728

Debt issuance costs on senior
   notes and credit facilities

(6,392
)

—

—

(8,383
)

—

—

—

(14,775
)
Dividends paid to noncontrolling
   interests

—

—

—

—

—

(19,369
)

—

(19,369
)
Distributions to parent company,
   net

(186,597
)

—

—

—

—

—

—

(186,597
)
Advances (to) from affiliates

1,319,583

(36,360
)

(6,344
)

(982,338
)

8,568

(303,109
)

—

—

Net cash from financing
   activities

27,097

(36,360
)

(6,344
)

102,007

8,568

(322,478
)

—

(227,510
)
Net change in cash and cash
   equivalents

—

—

17

—

—

13,179

—

13,196

Cash and cash equivalents, beginning
   of period

5

—

254

—

—

65,521

—

65,780

Cash and cash equivalents, end of
   period

$
5

$
—

$
271

$
—

$
—

$
78,700

$
—

$
78,976

(Unaudited)



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

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,~~September 30, 2016, and our results of operations for the three and nine months ended ~~March 31,~~September 30, 2016 and 2015. 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, 2015 filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble-UK”), and Noble Corporation, a Cayman Islands company (“Noble-Cayman”).

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 rig demand, the offshore drilling market, oil prices, contract backlog, fleet status, our financial position, business strategy, impairments, repayment of debt, credit ratings, borrowings under our credit facility or other instruments, sources of funds, ~~completion, delivery dates and acceptance of any 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, 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, timing or results of acquisitions or dispositions, and timing for compliance with any new regulations are forward-looking statements. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should” and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this report on Form 10-Q and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. We have identified factors including but not limited to market conditions, 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, operating hazards and delays, risks associated with operations outside the U.S., actions by regulatory authorities, credit rating agencies, customers, joint venture partners, contractors, lenders and other third parties, legislation and regulations affecting drilling operations, 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, 2015, our Quarterly Reports on Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission (“SEC”). We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us.

Executive Overview

We are a leading offshore drilling contractor for the oil and gas industry. We perform contract drilling services with our global fleet of mobile offshore drilling units. As of the filing date of this Quarterly Report on Form 10-Q, our fleet consisted of 14 jackups, eight drillships and eight ~~semisubmersibles, including one high-specification, harsh environment jackup under construction.~~

semisubmersibles.

We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business, and the fact that all of our drilling fleet is dependent upon the worldwide oil and gas industry. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist largely of major independent and government owned/controlled oil and gas companies throughout the world. As of ~~March 31,~~September 30, 2016, our contract drilling services segment conducted operations in the United States, ~~Brazil, Argentina,~~ the North Sea, ~~the Mediterranean,~~ the Middle East, Asia and Australia. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921.

Outlook

The business environment for offshore drillers during the first ~~three~~nine months of 2016 remained challenging. ~~The~~A rig ~~capacity~~supply imbalance ~~caused in part~~has expanded throughout the year, due primarily to reduced offshore spending by ~~the addition~~customers, leaving a growing number of ~~newbuild units and~~ rigs ~~completing~~without follow on drilling programs as current contracts ~~continued~~expired. In addition, newbuild rigs ordered prior to ~~increase while customer demand for these rigs has remained weak. Beginning~~the decline in ~~June 2014,~~ industry activity continue to exit shipyards, adding to the supply imbalance. Our customers have adopted a cautious approach to offshore spending as crude oil prices experienced a significant decline beginning in mid-2014 and continuing to the present, with

the price of ~~oil, a key factor in determining customer activity levels, began to decline rapidly, with the~~ Brent crude ~~price~~ declining from approximately $112 per barrel on June 30, 2014 to as low as $30 per barrel in January 2016, before improving to ~~$40~~$49 per barrel on ~~March 31,~~September 30, 2016. ~~Although~~We do not expect that the price improvement during the first ~~quarter~~nine months of 2016 from the January lows ~~is encouraging, it is not expected to~~will stimulate customer spending on offshore projects in ~~2016. The~~2016 and the impact of such price increase on spending in 2017 remains uncertain. Rather, we expect that the offshore drilling programs of operators ~~are expected to~~will remain curtailed, especially exploration activity, until higher, sustainable crude oil prices are achieved. Until then, further deterioration in rig utilization and dayrates is possible. ~~While there have been a number of rig retirements since 2014, and more are expected over the next two years, the rig capacity imbalance has not been corrected.~~

We expect that the business environment for the remainder of 2016 and into 2017 will remain challenging and could potentially deteriorate further. The present subdued level of global economic activity, ~~the potential increase of oil supply from Iran and~~ a ~~lack of~~reluctance to restrain production ~~cuts~~ within the Organization of Petroleum Exporting Countries (“OPEC”), the incremental production capacity in non-OPEC countries, including the U.S., and the recent Brexit vote in the UK are contributing to an uncertain oil price environment, leading to a persistent disruption in our customers’ exploration and production spending plans. ~~Capital expenditures undertaken~~However, the recent potential strategy change by ~~the offshore drilling industry in recent years have increased the supply of drilling rigs and current and expected demand from customers during the remainder of 2016 is not expected~~OPEC, if it leads to defined production limits, could help to establish support ~~this current supply.~~for crude price sustainability into 2017. In general, recent contract awards have been short-term in nature and subject to an extremely competitive bidding process. As a result, the contracts have been for dayrates that are substantially lower than rates were for the same class of rigs before this period of imbalance. We cannot give any assurances as to when conditions in the offshore drilling market will improve, or when ~~there will be higher demand for contract drilling services or a decline in~~ the ~~supply~~oversupply of available drilling ~~rigs.~~rigs will end. While current market conditions persist, we will continue to focus on operating efficiency, cost control and managing liquidity and ~~operating margin preservation, which~~ could ~~include the stacking~~stack or ~~retirement of~~retire additional drilling rigs.

We believe in the long-term fundamentals for the industry, especially for those contractors with a modern fleet of high-specification rigs like ours. We expect the persistent rig supply imbalance to improve over time, with the combination of further fleet attrition and a rebound in offshore spending by our customers. Also, we believe the ultimate market recovery will benefit from any sustained under-investment by customers during this current phase of the market cycle.

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

Results and Strategy

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

Over the past five years, we have expanded our offshore deepwater drilling and high-specification jackup capabilities through the construction of rigs. ~~Currently, we have one~~We took delivery of our remaining newbuild project, ~~remaining,~~ the heavy-duty, harsh environment jackup, Noble Lloyd Noble, ~~which~~on July 15, 2016. The Noble Lloyd Noble is ~~scheduled to commence~~on drilling location undergoing final acceptance testing before commencing operations under a four-year contract in the North ~~Sea during the fourth quarter of 2016.~~Sea. Although we plan to focus on capital preservation and liquidity based on current market conditions, we also plan to continue to evaluate opportunities as they arise from time to time to enhance our fleet, particularly focusing on higher specification rigs, to execute the increasingly more complex drilling programs required by our customers.

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

Spin-off of Paragon Offshore plc

On August 1, 2014, Noble-UK completed the separation and spin-off of a majority of its standard specification offshore drilling business (the “Spin-off”) through a pro rata distribution of all of the ordinary shares of its wholly-owned subsidiary, Paragon Offshore, to the holders of Noble’s ordinary shares.

In February 2016, we entered into an agreement in principle for a settlement with Paragon Offshore under which, in exchange for a full and unconditional release of any claims by Paragon Offshore in connection with the Spin-off (including certain claims that could be brought on behalf of Paragon Offshore’s creditors), we agreed to assume the administration of Mexican tax claims for specified years up to and including 2010, as well as the related bonding obligations and certain of the related tax liabilities. The ~~final~~settlement agreement with Paragon Offshore, which was signed by the parties on April 29, 2016, is subject to the approval of Paragon ~~Offshore’s~~Offshore's bankruptcy plan by athe bankruptcy court. ~~A hearing~~On October 28, 2016, the bankruptcy court having jurisdiction over the Paragon Offshore bankruptcy denied confirmation of Paragon Offshore’s bankruptcy plan. In the oral ruling, the judge

noted that his decision to ~~confirm~~deny confirmation did not preclude Paragon Offshore from restructuring, only that they could not do so under the ~~plan~~existing plan. Paragon Offshore has announced that it is ~~set for late June 2016.~~ evaluating its options.

For additional information regarding the Spin-off and the settlement agreement with Paragon Offshore, see Note 2 and Note 1314 to the consolidated financial statements included in this report.

Contract Drilling Services Backlog

We maintain a backlog (as defined below) of commitments for contract drilling services. The following table sets forth, as of ~~March 31,~~September 30, 2016, 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

2016 (1)

2017

2018

2019

2020-2023

(In millions)

Contract Drilling Services Backlog

Semisubmersibles/Drillships ^(4)(5)(7)

$
4,789

$
1,190

$
1,063

$
658

$
508

$
1,370

Jackups ⁽³⁾

1,446

444

455

285

159

103

Total ⁽²⁾

$
6,235

$
1,634

$
1,518

$
943

$
667

$
1,473

Percent of Available Days Committed ⁽⁶⁾

Semisubmersibles/Drillships

54
%

36
%

25
%

20
%

13
%
Jackups

87
%

66
%

36
%

7
%

1
%
Total

69
%

50
%

30
%

14
%

8
%



			Year Ending December 31,
	Total		2016 ⁽¹⁾			2017			2018			2019			2020-2023
	(In millions)
Contract Drilling Services Backlog
Semisubmersibles/Drillships ⁽⁴⁾⁽⁶⁾	$	3,526	$	272		$	728		$	656		$	506		$	1,364
Jackups ⁽³⁾	1,164		144			460			285			159			116
Total⁽²⁾	$	4,690	$	416		$	1,188		$	941		$	665		$	1,480
Percent of Available Days Committed⁽⁵⁾
Semisubmersibles/Drillships			41		%	28		%	25		%	20		%	13		%
Jackups			85		%	69		%	36		%	7		%	1		%
Total			62		%	47		%	30		%	14		%	8		%

______________________________________________________

~~(1)~~
(1)	Represents a ~~nine~~three month period beginning ~~April~~October 1, 2016.

~~(2)~~

(2)

Some of our drilling contracts provide the customer with certain early termination rights and, in very limited cases, these termination rights require minimal or no notice or financial penalties. ~~However,~~On August 24, 2016 we received notice of the cancellation of the Noble Tom Prosser which has been reflected in our backlog as of ~~April 22, 2016, we have not received any notification~~September 30, 2016. No other notifications of contract ~~cancellations.~~

terminations have been received.

~~(3)~~

(3)

Our Saudi Aramco contract rates were adjusted downward for 2016. Given current market conditions and based on discussions with the customer, we do not expect the rates to return to the original contract rates. Instead, we expect the contract rates to be in the general range of the amended rates for 2016 through the end of each respective contract. Backlog for these contracts has been prepared assuming the reduced rates for 2016 apply for the remainder of the contract.

~~(4)~~

(4)

Three of our long-term contracts with Shell, relating to the Noble Bully II, the Noble Globetrotter I and the Noble Globetrotter II, respectively, contain dayrate adjustment clauses after the initial five-year contract term. After the initial five-year term, dayrates adjust up or down every six months based on a discount to a market basket of comparable dayrates, all as defined in the contracts. These contracts commence indexing in April 2017, July 2017 and September 2018 for the Noble Bully II, the Noble Globetrotter I and the Noble Globetrotter II, respectively. There can be no assurance regarding the level of future dayrates under these market-indexed contracts. For every $50,000 change in dayrate under one of these contracts, our backlog would be adjusted by approximately $91 million. The backlog shown herein assumes the initial dayrate continues for the entirety of the contract ~~because~~given the uncertainty surrounding the level of dayrates through the end of the ~~lack of relevant available market data.~~respective terms, although we do expect the initial adjustments in 2017 to be materially lower than the initial five-year term rates. Should the ~~current~~ adverse market conditions persist into ~~2017,~~ 2018 or beyond, we would also expect a material reduction to the dayrates for those rigs as compared to the initial five-year term ~~rate.~~

rates.

~~(5)~~

~~The~~ ~~Noble Sam Croft~~ ~~and~~ ~~Noble Tom Madden~~ remain under contract with a subsidiary of Freeport-McMoRan Inc. (“Freeport”) into July 2017 and November 2017, respectively. Freeport has announced plans to reorganize their oil and gas subsidiary and reduce the number of rigs the subsidiary utilizes in the U.S. Gulf of Mexico. We are currently in discussion with Freeport regarding these contracts to determine whether there is a mutually beneficial arrangement that appropriately addresses the interests of each party. The impact to backlog from these discussions is uncertain, including both the amount and timing of backlog ultimately realized. The amount of backlog attributable to the Freeport contracts is $682 million, or 11 percent of total backlog at March 31, 2016.

~~(6)~~

(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~~date of deployment of our newbuild rig that is scheduled to commence operations during 2016.

~~(7)~~

(6)

Noble and a subsidiary of Shell are involved in joint ventures that own and operate both the Noble Bully I and the Noble Bully II. ~~Under the terms of the joint venture~~Pursuant to these agreements, each party has an equal 50 percent share in both ~~rigs.~~vessels. As of ~~March 31,~~September 30, 2016, the combined amount of backlog for these rigs totals ~~approximately $1.2~~$1 billion, all of which is included in ~~our~~ backlog. Noble’s proportional interest in the backlog for these rigs totals ~~$588~~$500 million.

Our contract drilling services backlog reflects estimated future revenues attributable to both signed drilling contracts and letters of intent that we expect to result in binding drilling contracts. A letter of intent is generally subject to customary conditions, including the execution of a definitive drilling contract. It is possible that some customers that have entered into letters of intent will not enter into signed drilling contracts. As of ~~March 31,~~September 30, 2016, our contract drilling services backlog did not include any letters of intent.

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

The amount of actual revenues earned and the actual periods during which revenues are earned may be materially different than the backlog amounts and backlog periods set forth in the table above due to various factors, including, but not limited to, shipyard and maintenance projects, unplanned downtime, the operation of market benchmarks for dayrate resets, achievement of bonuses, weather conditions, reduced standby or mobilization rates 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, 2015.

As of ~~March 31,~~September 30, 2016, Shell and ~~Freeport~~Statoil ASA represented approximately 6475 percent and 1114 percent of our backlog, respectively.

Results of Operations

For the Three Months Ended ~~March 31,~~September 30, 2016 and 2015

Net ~~income~~loss attributable to Noble-UK for the three months ended ~~March 31,~~September 30, 2016 (the “Current Quarter”) was ~~$105~~$55 million, or ~~$0.42~~$0.23 per diluted share, on operating revenues of ~~$612~~$385 million, compared to net income for the three months ended ~~March 31,~~September 30, 2015 (the “Comparable Quarter”) of ~~$178~~$326 million, or ~~$0.72~~$1.32 per diluted share, on operating revenues of ~~$804~~$897 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 the Current Quarter and the Comparable Quarter, would be the same as the information presented below regarding Noble-UK in all material respects, except operating loss for Noble-Cayman for the three months ended September 30, 2016 and operating income for Noble-Cayman for the three months ended ~~March 31, 2016 and~~September 30, 2015 was ~~$12~~$4 million less and ~~$14~~$6 million higher, respectively, than operating loss/income for Noble-UK for the same periods. The operating income difference is primarily a result of executive costs directly attributable to Noble-UK for operations support and stewardship related services.

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,~~September 30, 2016 and 2015:

Average Rig

Operating

Average

Utilization ⁽¹⁾

Days ⁽²⁾

Dayrates

Three Months Ended

Three Months Ended

Three Months Ended

March 31,

March 31,

March 31,

2016

2015

2016

2015

% Change

2016

2015

% Change

Jackups

84
%

92
%

981

990

-1
%

$
134,868

$
172,700

-22
%
Semisubmersibles

48
%

65
%

350

493

-29
%

258,786

392,777

-34
%
Drillships

100
%

100
%

728

810

-10
%

506,141

512,259

-1
%
Total

79
%

86
%

2,059

2,293

-10
%

$
287,169

$
339,961

-16
%



	Average Rig Utilization ⁽¹⁾				Operating Days ⁽²⁾				Average Dayrates
	Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,
	2016		2015		2016	2015	% Change		2016		2015			% Change
Jackups	80	%	84	%	954	1,005	(5	)%	$	109,387	$	159,745		(32	)%
Semisubmersibles	13	%	59	%	92	432	(79	)%	293,269		698,512		⁽³⁾	(58	)%
Drillships	70	%	100	%	517	828	(38	)%	467,949		497,147			(6	)%
Total	59	%	82	%	1,563	2,265	(31	)%	$	238,869	$	385,755	⁽³⁾	(38	)%

~~(1)~~
(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 rig under construction.


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


(3)	Includes the contract drilling services revenue portion of the Noble Homer Ferrington arbitration award during the Comparable Quarter. Exclusive of the arbitration award, the average dayrate for the three months ended September 30, 2015 was $382,545 and $325,537 for semisubmerisbles and the total fleet, respectively.

Contract Drilling Services

The following table sets forth the operating results for our contract drilling services segment for the three months ended September 30, 2016 and 2015 (dollars in thousands):



	Three Months Ended September 30,				Change
	2016		2015		$			%
Operating revenues:
Contract drilling services	$	373,257	$	873,813	$	(500,556	)	(57	)%
Reimbursables ⁽¹⁾	11,733		22,858		(11,125		)	(49	)%
Other	163		—		163			**
	$	385,153	$	896,671	$	(511,518	)	(57	)%
Operating costs and expenses:
Contract drilling services	$	207,204	$	293,067	$	(85,863	)	(29	)%
Reimbursables ⁽¹⁾	9,142		17,783		(8,641		)	(49	)%
Depreciation and amortization	149,398		155,180		(5,782		)	(4	)%
General and administrative	15,773		15,196		577			4	%
	381,517		481,226		(99,709		)	(21	)%
Operating income	$	3,636	$	415,445	$	(411,809	)	(99	)%


(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 a 31 percent decrease in operating days, which decreased revenues by $271 million, as well as a 38 percent decrease in average dayrates, which decreased revenues by $230 million. Contract drilling services revenues decreased for the Current Quarter as compared to the Comparable Quarter by $275 million, $170 million and $56 million on our semisubmersibles, drillships and jackups, respectively.

During the Comparable Quarter, we recognized $137 million of dayrate revenues related to the Noble Homer Ferrington arbitration award. Excluding the arbitration award in the Comparable Quarter, semisubmersible revenues decreased by $138 million, driven by a 79 percent decline in operating days and a 23 percent decline in average dayrates, resulting in a $130 million and $8 million decline in revenues, respectively, from the Comparable Quarter. The decrease in both operating days and average dayrates was attributable to the contract completions since the Comparable Quarter for the Noble Jim Day, Noble Clyde Boudreaux, Noble Amos Runner, Noble Dave Beard and Noble Danny Adkins each of which has not returned to work since their respective completions. The decrease in revenues and operating days was partially offset by the Noble Paul Romano, which operated during the Current Quarter but was off contract most of the Comparable Quarter.

Drillship revenues decreased by $170 million driven by a 38 percent decrease in operating days and a 6 percent decrease in average dayrates, resulting in decreases in revenues of $155 million and $15 million, respectively, from the Comparable Quarter. The decrease in both operating days and average dayrates was primarily the result of the contract cancellations of the Noble Sam Croft and the Noble Tom Madden, which operated in the Comparable Quarter, the retirement and subsequent sale of the Noble Discoverer, which operated in the Comparable Quarter, as well as increased shipyard days on the Noble Bully I and the Noble Globetrotter I in the Current Quarter. Additionally, the valuation of the contingent payments from the FCX Settlement declined $5 million in the Current Quarter.

The $56 million decrease in jackup revenues was driven by a 32 percent decline in average dayrates and a 5 percent decline in operating days, resulting in a $48 million and an $8 million decline in revenues, respectively, from the Comparable Quarter. The decrease in both average dayrates and operating days was primarily driven by the Noble Houston Colbert and the Noble Regina Allen, which were off contract during the Current Quarter but operated during the Comparable Quarter, the retirement and subsequent sale of the Noble Charles Copeland, which operated in the Comparable Quarter and the Noble Alan Hay, which had increased shipyard days in the Current Quarter. Additionally, unfavorable dayrate changes on contracts across the jackup fleet contributed to the decrease in average dayrates. This was partially offset by the commencement of the newbuilds, the Noble Tom Prosser and the Noble Sam Hartley which commenced their contracts in October 2015 and January 2016, respectively, as well as the Noble Mick O'Brien which commenced its contract in July 2016, but was off contract during the Comparable Quarter.

Operating Costs and Expenses. Contract drilling services operating costs and expenses decreased $86 million for the Current Quarter as compared to the Comparable Quarter. Costs decreased $80 million for rigs that operated during the Comparable Quarter but were idle or stacked at the end of the Current Quarter, $15 million related to the retirement of theNoble Discoverer, Noble Charles Copeland, Noble Jim Thompson, Noble Driller and Noble Paul Wolff and $10 million related to other-rig related expenses. This was partially offset by the Noble Paul Romano and Noble Mick O'Brien, which returned to operation in the Current Quarter, and the newly operating rigs, the Noble Tom Prosser and Noble Sam Hartley, all of which added costs of approximately $19 million.

The $6 million decrease in depreciation and amortization in the Current Quarter from the Comparable Quarter was primarily attributable to the retirement and subsequent sale of the Noble Discoverer and Noble Charles Copeland, partially offset by the newbuild rig, the Noble Sam Hartley, placed in service January 2016.

Other Income and Expenses

General and administrative expenses. Overall, general and administrative expenses were materially consistent (less than $1 million) in the Current Quarter as compared to the Comparable Quarter.

Interest Expense, net of amount capitalized. Interest expense, net of amount capitalized decreased $2 million in the Current Quarter as compared to the Comparable Quarter. Greater capitalized interest due to our final payment on the Noble Lloyd Noble ($409 million) led to lower interest expense in the Current Quarter compared to the Comparable Quarter. During the Current Quarter, we capitalized approximately 14 percent of total interest charges versus approximately 11 percent during the Comparable Quarter. Interest decreases also related to the repayment of our maturing $350 million 3.45% Senior Notes and our $300 million 3.05% Senior Notes in August 2015 and March 2016, respectively. This was partially offset by an increase in applicable interest rates on the senior notes issued in March 2015 due to the downgrading of our credit rating below investment grade.

Income Tax Provision. Our income tax provision decreased $52 million in the Current Quarter, of which $29 million related to the Noble Homer Ferrington arbitration award in the Comparable Quarter. Excluding the arbitration award from the Comparable Quarter, a $23 million decrease in our income tax provision was a result of a higher effective tax rate in the Current Quarter applied to a pre-tax book loss as compared to pre-tax book income in the Comparable Quarter. The decreases in pre-tax earnings and the increase in worldwide effective tax rate generated a $16 million and a $7 million decrease in income tax expense, respectively, in

the Current Quarter. The increase in the worldwide effective tax rate is primarily a result of the geographic mix of income and sources of revenue during the Current Quarter.

For the Nine Months Ended September 30, 2016 and 2015

Net income attributable to Noble-UK for the nine months ended September 30, 2016 (the “Current Period”) was $373 million, or $1.48 per diluted share, on operating revenues of $1.9 billion, compared to net income for the nine months ended September 30, 2015 (the “Comparable Period”) of $663 million, or $2.68 per diluted share, on operating revenues of $2.5 billion.

As a result of Noble-UK conducting all of its business through Noble-Cayman and its subsidiaries, the financial position and results of operations for Noble-Cayman, and the reasons for material changes in the amount of revenue and expense items between the Current Period and the Comparable Period, would be the same as the information presented below regarding Noble-UK in all material respects, except operating income for Noble-Cayman for the nine months ended September 30, 2016 and 2015 was $24 million and $29 million higher, respectively, than operating income for Noble-UK for the same periods. The operating income difference is primarily a result of executive costs directly attributable to Noble-UK for operations support and stewardship related services.

Rig Utilization, Operating Days and Average Dayrates



	Average Rig Utilization ⁽¹⁾				Operating Days ⁽²⁾				Average Dayrates
	Nine Months Ended September 30,				Nine Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016	2015	% Change		2016			2015			% Change
Jackups	82	%	86	%	2,916	2,989	(2	)%	$	126,931		$	167,937		(24	)%
Semisubmersibles	25	%	62	%	557	1,379	(60	)%	270,953			491,951		⁽⁴⁾	(45	)%
Drillships	85	%	100	%	1,871	2,457	(24	)%	705,648		⁽³⁾	506,341			39	%
Total	67	%	84	%	5,344	6,825	(22	)%	$	344,571	⁽³⁾	$	355,246	⁽⁴⁾	(3	)%


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


(3)	Average dayrates for the nine months ended September 30, 2016 includes the impact of the FCX Settlement. Exclusive of these items, the average dayrate for the nine months ended September 30, 2016 would have been $495,588 and $271,020 for drillships and the total fleet, respectively.


(4)	Includes the contract drilling services revenue portion of the Noble Homer Ferrington arbitration award during the Comparable Period. Exclusive of the arbitration award, the average dayrate for the nine months ended September 30, 2015 was $393,052 and $335,259 for semisubmersibles and the total fleet, respectively.

Contract Drilling Services

The following table sets forth the operating results for our contract drilling services segment for the ~~three~~nine months ended ~~March 31,~~September 30, 2016 and 2015 (dollars in thousands):

Three Months Ended

March 31

Change

2016

2015

$

%

Operating revenues:

Contract drilling services

$
591,367

$
779,361

$
(187,994
)

-24
%
Reimbursables ⁽¹⁾

20,606

24,981

(4,375
)

-18
%

$
611,973

$
804,342

$
(192,369
)

-24
%
Operating costs and expenses:

Contract drilling services

$
251,248

$
321,750

$
(70,502
)

-22
%
Reimbursables ⁽¹⁾

16,006

20,157

(4,151
)

-21
%
Depreciation and amortization

144,029

148,208

(4,179
)

-3
%
General and administrative

19,540

23,938

(4,398
)

-18
%

430,823

514,053

(83,230
)

-16
%
Operating income

$
181,150

$
290,289

$
(109,139
)

-38
%



	Nine Months Ended September 30,				Change
	2016		2015		$			%
Operating revenues:
Contract drilling services	$	1,841,321	$	2,424,481	$	(583,160	)	(24	)%
Reimbursables⁽¹⁾	50,272		70,087		(19,815		)	(28	)%
Other	316		—		316			**
	$	1,891,909	$	2,494,568	$	(602,659	)	(24	)%
Operating costs and expenses:
Contract drilling services	$	702,628	$	934,024	$	(231,396	)	(25	)%
Reimbursables ⁽¹⁾	39,555		55,592		(16,037		)	(29	)%
Depreciation and amortization	438,664		456,967		(18,303		)	(4	)%
General and administrative	54,346		61,558		(7,212		)	(12	)%
Loss on impairment	16,616		—		16,616			**
	1,251,809		1,508,141		(256,332		)	(17	)%
Operating income	$	640,100	$	986,427	$	(346,327	)	(35	)%

~~(1)~~
(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~~Period as compared to the Comparable ~~Quarter~~Period were driven by a 22 percent decrease in ~~both average dayrates and~~ operating ~~days. The 16~~days, which reduced revenues by $526 million, as well as a 3 percent decrease in average dayrates, ~~reduced~~which decreased revenues by ~~$108 million, and the 10 percent decrease in operating days reduced revenues by $80~~$57 million.

The decrease in contract drilling services revenues was related to our semisubmersibles ~~drillships~~ and jackups, which generated ~~$103 million, $46~~$528 million and ~~$39~~$131 million less revenue, respectively, than in the Comparable ~~Quarter.~~

~~The $103~~Period. This reduction in contract drilling services revenues was partially offset by our drillships, which generated $76 million more revenue than in the Comparable Period.

During the Current Period, we recognized $393 million of dayrate revenues related to the FCX Settlement, of which $14 million related to the termination date (May 10, 2016) valuation of the contingent payments. Excluding these items, drillship revenues decreased by $317 million driven by a 24 percent decrease in operating days and a 2 percent decrease in average dayrates, resulting in a $297 million and a $20 million decrease in revenues, respectively, from the Comparable Period. The decrease in both operating days and average dayrates was the result of the retirement and subsequent sale of the Noble Discoverer, which operated in the Comparable Period, the contract cancellations of the Noble Sam Croft and the Noble Tom Madden in the Current Period and increased shipyard days on the Noble Bully I and the Noble Globetrotter I in the Current Period. Additionally, unfavorable dayrate changes on contracts across the drillship fleet contributed to the decrease in average dayrates. Finally, the valuation of the contingent payments from the FCX Settlement declined $2 million between the termination date (May 10, 2016) and September 30, 2016.

During the Comparable Period, we recognized $137 million of dayrate revenues related to the Noble Homer Ferrington arbitration award. Excluding the arbitration award in the Comparable Period, semisubmersible ~~revenue was~~revenues decreased by $391 million, driven by a 2960 percent decline in operating days and a 3431 percent decline in average dayrates, resulting in a ~~$56~~$323 million and ~~$47~~$68 million decline in revenues, respectively, from the Comparable ~~Quarter.~~Period. The decrease in both operating days and average dayrates was primarily attributable to contract completions during the Current ~~Quarter contract completions~~Period for the Noble Jim Day, Noble Clyde Boudreaux, ~~the~~ ~~Noble Jim Day, the~~ Noble Amos Runner~~and the~~ , Noble Danny Adkins and the Noble Dave Beard. The decrease in revenue was partially offset by the Noble Paul Romano, which ~~was operational during~~operated in the majority of the Current ~~Quarter~~Period but was off contract ~~during~~the majority of the Comparable ~~Quarter.~~

Period.

The $46 million decrease in drillship revenues was driven by a 10 percent decrease in operating days and a 1 percent decrease in average dayrates, resulting in a $42 million and a $4 million decrease in revenues, respectively, from the Comparable Quarter. The decrease in operating days was the result of the retirement and subsequent sale of the ~~Noble Discoverer,~~ ~~which was operational in the Comparable Quarter. The decrease in average dayrates was driven by the~~ ~~Noble Discoverer~~ ~~as noted above and unfavorable dayrate changes on contracts across the drillship fleet.~~

~~The $39~~$131 million decrease in jackup revenues was driven by a 2224 percent decrease in average dayrates and a 12 percent decrease in operating days, resulting in a ~~$37~~$119 million and a $2$12 million decrease in revenues, respectively, from the Comparable ~~Quarter.~~Period. The decrease in both average dayrates and operating days was primarily driven by the Noble Regina Allen which was off

contract during the Current ~~Quarter~~Period but ~~operational~~operated during the Comparable ~~Quarter,~~Period, the Noble Houston Colbert which completed its contract during the Current Period and the retirement and subsequent sale of the Noble Charles Copeland, which ~~was operational~~operated in the Comparable ~~Quarter.~~Period. Additionally, unfavorable dayrate changes on contracts across the jackup fleet contributed to the decrease in average dayrates. This was partially offset by the commencement of the newbuilds, the Noble Tom Prosserand the Noble Sam Hartley, which commenced their contracts in October 2015 and January 2016, ~~respectively.~~

respectively, as well as the Noble Mick O'Brien which commenced its contract in July 2016, but was off contract during the Comparable Period.

Operating Costs and Expenses.Contract drilling services operating costs and expenses decreased ~~$71~~$231 million for the Current ~~Quarter~~Period as compared to the Comparable ~~Quarter. This was due to decreased~~Period. Decreased costs of ~~$37~~$159 million related to rigs that were operating in the Comparable Period but were idle or stacked ~~rigs and $34~~in the Current Period, $71 million related to the retirement of theNoble Discoverer, ~~the~~ Noble Charles Copeland,Noble Jim Thompson, ~~the~~ Noble Driller and Noble Paul Wolff, $11 million from the accelerated recognition of deferred mobilization and other expenses resulting from the FCX Settlement, $8 million related to rigs that completed stacking activities in the Current Period. Additionally, cost control initiatives contributed $41 million in lower expenses; these savings were primarily realized in labor and personnel expenses ($18 million), repairs and maintenance ($14 million) and other rig-related and overhead expenses. This was partially offset by the Noble ~~Charles Copeland~~Paul Romano and the Noble ~~Paul Wolff~~Mick O'Brien,~~. This was partially offset by crew-up~~ which operated the majority of the Current Period but were off contract during the Comparable Period and operating expenses for our newbuild rigs as they commenced ~~or prepared to commence,~~ operating under contracts, all of which added approximately ~~$8 million in expense in the Current Quarter.~~ $59 million.

The remaining $8 million decrease in costs was driven by a $6 million decrease in repair and maintenance costs, a $1 million decrease in insurance costs related to our policy renewal in March 2015 and a $1 million decrease in other rig-related expenses.

~~The $4~~$18 million decrease in depreciation and amortization in the Current ~~Quarter~~Period from the Comparable ~~Quarter~~Period was primarily attributable to the retirement and subsequent sale of the ~~five rigs discussed above,~~Noble Discoverer and Noble Charles Copeland, partially offset by the newbuild rigs placed in service.

Loss on impairment of $17 million in the Current Period was a result of our decision to dispose of certain capital spare equipment.

Other Income and Expenses

General and administrative expenses.Overall, general and administrative expenses decreased $4$7 million in the Current ~~Quarter~~Period as compared to the Comparable ~~Quarter~~Period primarily as a result of decreased employee related ~~costs of $2 million and legal and other professional fees of $2 million.~~costs.

Interest Expense, net of amount capitalized.Interest expense, net of amount capitalized, increased $8$6 million in the Current ~~Quarter~~Period as compared to the Comparable ~~Quarter.~~Period. The increase is a result of ~~the issuance~~a full period of ~~$1.1 billion~~interest in respect of the senior notes issued in March 2015, ~~coupled with a reduction~~an increase in applicable interest rates on those senior notes due to the downgrading of our credit rating below investment grade during the Current Period, as well as lower capitalized interest in the Current ~~Quarter~~Period as compared to the Comparable ~~Quarter~~Period due to the completion of construction onof two ~~of our~~ newbuild jackups. During the Current ~~Quarter,~~Period, we capitalized approximately 69 percent of total interest charges versus approximately 10 percent during the Comparable ~~Quarter. This was~~Period. These expense increases were partially offset by the repayment of our maturing $350 million 3.45% Senior Notes and our $300 million 3.05% Senior Notes in August 2015 and March 2016, ~~respectively.~~respectively, decreased activity on the credit facility and commercial paper program in the Current Period as compared to the Comparable Period and the Current Period retirement of a portion of our 2020 and 2021 Senior Notes as a result of a tender offer.

Gain on extinguishment of debt, net. In March 2016, we commenced cash tender offers for our4.90% Senior Notes due 2020, of which $500 million principal amount was outstanding, and our 4.625% Senior Notes due 2021, of which $400 million principal amount was outstanding. On April 1, 2016, we purchased $36 million of these Senior Notes for $24 million, plus accrued interest, using cash on hand. As a result of this transaction, we recognized a gain of approximately $11 million during the CurrentPeriod.

Income Tax Provision.Our income tax provision decreased ~~$50~~$84 million in the Current ~~Quarter driven~~Period, of which $27 million related to the FCX Settlement, the impairment of certain capital spare equipment, the retirement of a portion of our 2020 and 2021 Senior Notes as a result of a tender offer and discrete tax items in the Current Period and $29 million related to the Noble Homer Ferrington arbitration award in the Comparable Period. Excluding the impact of these items, taxes decreased by $82 million as a ~~lower effective tax rate and~~result of lower pre-tax income than in the Comparable Quarter. The decrease in the worldwide effective tax rate during the Current Quarter generated a $28 million decrease in income tax expense as compared to the Comparable Quarter, and was primarily a result of the recognition of a favorable discrete item in the Current Quarter, coupled with the geographic mix of income and sources of revenue. Additionally, the decrease in pre-tax earnings generated a $22 million decrease in income tax expense.Period.

Liquidity and Capital Resources

Overview

Net cash from operating activities was ~~$175 million in~~$1.0 billion for the nine months ended September 30, 2016 (“Current ~~Quarter~~Period”) and ~~$369 million in~~$1.3 billion for the nine months ended September 30, 2015 (“Comparable ~~Quarter.~~Period”). The decrease in net cash from operating activities in the Current ~~Quarter~~Period was primarily attributable to ~~decreases in other current assets and accounts payable.~~lower net income. We had working capital of ~~$223~~$200 million and $377 million at ~~March 31,~~September 30, 2016 and December 31, 2015, respectively.

Net cash used in investing activities in the Current ~~Quarter~~Period was ~~$86~~$610 million as compared to ~~$118~~$321 million in the Comparable ~~Quarter.~~Period. The variance primarily relates to ~~lower~~higher capital expenditures related to our major projects and newbuild ~~expenditures.~~

expenditures and proceeds from the disposal of assets in the Current Period.

Net cash used in financing activities in the Current ~~Quarter~~Period was ~~$365~~$439 million as compared to ~~$237~~$835 million in the Comparable ~~Quarter.~~Period. During the Current ~~Quarter,~~Period, our primary uses of cash included the repayment of our maturing $300 million 3.05% Senior Notes, ~~in March 2016,~~ coupled with shareholder dividend payments of approximately ~~$38~~$48 million, and dividends paid to noncontrolling interests of approximately ~~$22~~$62 million. Our total debt as a percentage of total debt plus equity was 3635 percent at ~~March 31,~~September 30, 2016, down from 38 percent at December 31, 2015 as a result of the repayment of certain maturing notes in 2016.

Our principal source of capital in the Current ~~Quarter~~Period was cash generated from operating activities. Cash generated during the Current ~~Quarter~~Period was primarily used for the following:

~~normal recurring operating expenses;~~

~~repayment of our $300 million 3.05% Senior Notes;~~

normal recurring operating expenses;

~~payment of our quarterly dividends; and~~

repayment of our maturing $300 million 3.05% Senior Notes;

~~capital expenditures.~~

capital expenditures; and

payment of a quarterly dividend.

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

~~normal recurring operating expenses;~~

~~committed and discretionary capital expenditures;~~

normal recurring operating expenses;

~~repayment of debt;~~committed and discretionary capital expenditures; and

~~payments of dividends.~~

repayment of debt.

We currently expect to fund these cash flow needs with cash generated by our operations, cash on hand, borrowings under our existing credit facility, potential issuances of long-term debt, or asset sales. However, to adequately cover our expected cash flow needs, we may require capital in excess of the amount available from these sources, and we may seek additional sources of liquidity and/or delay or cancel certain discretionary capital expenditures or other payments as necessary.

At ~~March 31,~~September 30, 2016, we had a total contract drilling services backlog of approximately ~~$6.2~~$4.7 billion. Our backlog as of ~~March 31,~~September 30, 2016 includes a commitment of 6962 percent of available days for the remainder of 2016 and 5047 percent of available days for 2017. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”

Capital Expenditures

Capital expenditures, including capitalized interest, totaled ~~$51~~$592 million and ~~$89~~$280 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2016 and 2015, respectively. Capital expenditures during the first ~~three~~nine months of 2016 consisted of the following:

~~$41 million for sustaining capital, major projects, subsea related expenditures and upgrades and replacements to drilling equipment;~~

~~$6 million in newbuild expenditures, including costs for the~~ ~~Noble Lloyd Noble~~ ~~and trailing costs on our recently completed newbuilds; and~~

$145 million for sustaining capital, upgrades and replacements to drilling equipment, major projects and subsea related expenditures;

~~$4 million in capitalized interest.~~

$431 million in newbuild expenditures, including costs for the Noble Lloyd Noble and trailing costs on our recently completed newbuilds; and

$16 million in capitalized interest.

Our total capital expenditure estimate for 2016 is approximately ~~$798 million, which includes capitalized interest that may fluctuate as a result of the timing of completion of ongoing projects.~~

$653 million.

In connection with our capital expenditure program, as of ~~March 31,~~September 30, 2016, we had outstanding commitments, including shipyard and purchase commitments, for approximately ~~$570~~$88 million, all of which we expect to spend within the next twelve months.

On July 15, 2016, we took delivery of the Noble Lloyd Noble and made the final payment of $409 million.

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 approximately ~~$38~~$5 million (or ~~$0.15~~$0.02 per share), was declared on ~~January 29,~~July 22, 2016 and paid on ~~February 16,~~August 8, 2016 to holders of record on ~~February 8,~~August 1, 2016.

~~On April 22, 2016, our~~

Our Board of Directors ~~approved the payment of a~~eliminated our quarterly cash dividend ~~to shareholders~~ of $0.02 per ~~share.~~share, beginning with the Company's fourth quarter dividend. The ~~payment is expected to total~~elimination of the dividend will provide approximately $5$20 million of additional liquidity on an annual basis based on the ~~number of shares currently outstanding.~~

most recent dividend amount.

The declaration and payment of dividends require authorization of the Board of Directors of Noble-UK, provided that 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 resumption of the payment of future dividends 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.

Share Repurchases

In December 2014, we received shareholder approval to repurchase up to 37 million additional ordinary shares, or approximately 15 percent of our outstanding ordinary shares at the time of the shareholder approval. The authority to make such repurchases expired at the end of the Company’s 2016 annual general meeting of shareholders, which was held on April 22, 2016.

Credit Facility and Senior Unsecured Notes

Credit Facility and Commercial Paper Program

We currently have a five-year $2.4 billion senior unsecured credit facility that matures in January 2020. The credit facility provides us with the ability to issue up to $500 million in letters of credit. The issuance of letters of credit under the facility reduces the amount available for borrowing. At ~~March 31,~~September 30, 2016, we had no letters of credit issued under the facility.

~~We also have a~~

During the three months ended September 30, 2016, we terminated our commercial paper program ~~that allows~~which had allowed us to issue up to $2.4 billion in unsecured commercial paper notes. ~~Amounts issued under~~This termination does not reduce the ~~commercial paper program are supported by the unused~~ capacity under our credit ~~facility and, therefore, are classified as long-term on our Consolidated Balance Sheet. The outstanding amounts of commercial paper reduce availability under our credit~~ facility. ~~Access to our commercial paper program is dependent upon our credit ratings. As our credit ratings are below investment grade, we are currently prohibited from accessing the commercial paper market.~~

~~As of March 31, 2016, we had no amounts drawn on our credit facility.~~

Our credit facility and certain of our senior notes, as discussed below, have provisions which vary the applicable interest rates based upon our credit ratings.

Senior Unsecured Notes

Our total debt related to senior unsecured notes was $4.2 billion at ~~March 31,~~September 30, 2016 as compared to $4.5 billion at December 31, 2015. The decrease in senior unsecured notes outstanding is a result of the ~~issuance~~March 2016 repayment of ~~$1.1 billion aggregate principal amount of senior notes in March 2015, which we issued through~~ our ~~indirect wholly-owned subsidiary, Noble Holding International Limited (“NHIL”). These senior notes were issued in three separate tranches, comprised of $250~~maturing $300 million ~~of 4.00%~~3.05% Senior Notes due 2018, $450 million of 5.95% Senior Notes due 2025, and $400 million of 6.95% Senior Notes due 2045. The interest rates for these Senior Notes are subject to adjustment from time to time upon a change to our debt rating, pursuant to the terms of these Senior Notes. using cash on hand.

In February 2016, as a result of a reduction in our debt rating below investment grade by Moody’s Investors Service, the interest rates on ~~these~~the Senior Notes due 2018, Senior Notes due 2025 and Senior Notes due 2045 were increased 1.00% each to 5.00%, 6.95% and 7.95%, respectively, effective the first day of each interest period after which the downgrade occurred. As a result of an additional downgrade by S&P Global Ratings in July 2016, the interest rates on these Senior Notes were further increased by 0.25% each to 5.25%, 7.20% and 8.20%, respectively, with the interest rate increase taking effect during the third quarter for the Senior Notes due 2018 and during the fourth quarter for the Senior Notes due 2025 and the Senior Notes due 2045. The interest rates on these Senior Notes may be further increased if our debt rating were to be downgraded further (up to a maximum of an additional ~~100~~75 basis points).

~~In March 2016, we repaid~~ Our other outstanding senior notes do not contain provisions varying applicable interest rates based upon our ~~$300 million 3.05% Senior Notes using cash on hand.~~

credit rating.

In March 2016, we commenced cash tender offers for our 4.90% Senior Notes due 2020, of which $500 million principal amount was outstanding, and our 4.625% Senior Notes due 2021, of which $400 million principal amount was outstanding. On April 1, 2016, we purchased $36 million of these Senior Notes for $24 million, plus accrued interest, using cash on hand.

As a

result of this transaction, we recognized a net gain of approximately $11 million during the nine months ended September 30, 2016, which is reflected as “Gain on extinguishment of debt, net” in the accompanying Consolidated Statements of Operations.

Our $300 million 2.50% Senior Notes mature during the first quarter of 2017. We anticipate using cash on hand to repay the outstanding balances.

Covenants

The credit facility is guaranteed by ~~NHIL~~Noble Holding International Limited and Noble Holding ~~Corporation (“NHC”).~~Corporation. The credit facility contains a covenant that limits our ratio of debt to total tangible capitalization, as defined in the credit facility, to 0.60. At ~~March 31,~~September 30, 2016, our ratio of debt to total tangible capitalization was approximately ~~0.36.~~0.35. We were in compliance with all covenants under the credit facility as of ~~March 31,~~September 30, 2016.

In addition to the covenants from the credit facility noted above, the indentures governing our outstanding senior unsecured notes contain covenants that place restrictions on certain merger and consolidation transactions, unless we are the surviving entity or the other party assumes the obligations under the indenture, and on the ability to sell or transfer all or substantially all of our assets. In addition, there are restrictions on incurring or assuming certain liens and entering into sale and lease-back transactions. At ~~March 31,~~September 30, 2016, we were in compliance with all of our debt covenants. We continually monitor compliance with the covenants under our notes and expect to remain in compliance during the remainder of 2016.

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, which creates Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, ASU No. 2014-09 supersedes the cost guidance in Subtopic 605-35, “Revenue Recognition—Construction-Type and Production-Type Contracts,” and creates new Subtopic 340-40, “Other Assets and Deferred Costs—Contracts with Customers.” In summary, the core principle of Topic 606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Companies are allowed to select between two transition methods: (1) a full retrospective transition method with the application of the new guidance to each prior reporting period presented, or (2) a retrospective transition method that recognizes the cumulative effect on prior periods at the date of adoption together with additional footnote disclosures. The amendments in ASU No.

2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and early application is ~~not permitted.~~permitted for periods beginning after December 15, 2016. A number of amendments have been issued in connection with ASU No. 2014-09, all of which are effective upon adoption of Topic 606. In March 2016 and April 2016, the FASB issued clarification amendments ASU No. 2016-08 and ASU No. 2016-10 ~~respectively. The amendments in ASU No. 2016-08 and ASU No. 2016-10 do not change the core principle of ASU No. 2014-09, but instead~~which clarify the implementation guidance on principle versus agent considerations and identify performance obligations and the licensing implementation guidance, respectively. In May 2016, the FASB issued ASU No. 2016-11 and ASU No. 2016-12 which rescind certain SEC Staff Observer comments that are codified in Topic 605, “Revenue Recognition,” and Topic 932, “Extractive Activities—Oil and Gas” and provide improvements to narrow aspects of ASU No. 2014-09, respectively. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements and have not made any decision on the method of adoption.

In January 2015, the FASB issued ASU No. 2015-01, which amends ASC Subtopic 225-20, “Income Statement – Extraordinary and Unusual Items.” The amendment in this ASU eliminates from GAAP the concept of extraordinary items. The

amendments in this update are effective for interim and annual reporting periods beginning after December 15, 2015. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

In February 2015, the FASB issued ASU No. 2015-02, which amends ASC Subtopic 810, “Consolidations.” This amendment affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities; eliminate the presumption that a general partner should consolidate a limited partnership; affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. The standard is effective for interim and annual reporting periods beginning after December 15, 2015. The standard may be applied retrospectively or through a cumulative effect adjustment to retained earnings as of the beginning of the year of adoption. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

In April 2015, the FASB issued ASU No. 2015-03, which amends ASC Subtopic 835-30, “Interest – Imputation of Interest.” The guidance requires debt issuance costs to be presented in the balance sheet as a direct reduction from the associated debt liability. The standard is effective for interim and annual reporting periods beginning after December 15, 2015. In August 2015, the FASB issued ASU No. 2015-15 which amends ASC Subtopic 835-30, “Interest – Imputation of Interest.” The guidance allows a debt issuance cost related to a line-of-credit to be presented in the balance sheet as an asset and subsequently amortized ratably over the term of the line-of credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The new guidance is applied on a retrospective basis. In accordance with our adoption of ASU No. 2015-03, unamortized debt issuance costs related to our senior notes of approximately $26 million as of December 31, 2015, which were previously included in “Other assets,” are included in either “Current maturities of long-term debt” or “Long-term debt” in the accompanying Consolidated Balance Sheets, based upon the maturity date of the respective senior notes.

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

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

in a classified statement of financial position. The current requirement that deferred tax liabilities and assets be offset and presented as a single amount is not affected by the amendments in this update. The standard is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In February 2016, the FASB issued ASU No. 2016-02, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In March 2016, the FASB issued ASU No. 2016-05, which amends ASC Topic 815, “Derivatives and Hedging.” This amendment clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016 and may be applied on either a prospective basis or a modified retrospective basis. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In March 2016, the FASB issued ASU No. 2016-09, which amends ASC Topic 718, “Compensation – Stock Compensation.” This amendment simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Interest Rate Risk

We are subject to market risk exposure related to changes in interest rates on borrowings under the credit ~~facility and commercial paper program.~~facility. Interest on borrowings under the credit facility is at an agreed upon percentage point spread over LIBOR, or a base rate stated in the agreement. At ~~March 31,~~September 30, 2016, we had no borrowings outstanding under our credit ~~facility and commercial paper program, which is supported by~~facility.

During the ~~credit facility.~~

~~Access to~~three months ended September 30, 2016, we terminated our commercial paper ~~program is dependent upon~~program. This termination does not reduce the capacity under our credit ~~ratings. As a result of our credit ratings being below investment grade, we are currently prohibited from accessing the commercial paper market.~~

~~Our credit facility and certain of our senior notes have provisions which vary the applicable interest rates based upon our credit ratings.~~ facility.

In February 2016, as a result of a reduction in our debt rating below investment grade by Moody’s Investors Service, the interest rates on ~~our $250 million of 4.00%~~the Senior Notes due 2018, ~~our $450 million of 5.95%~~ Senior Notes due 2025 and ~~our $400 million of 6.95%~~ Senior Notes due 2045 were increased 1.00% each to 5.00%, 6.95% and 7.95%, respectively, effective the first day of each interest period after which the downgrade occurred. As a result of an additional downgrade by S&P Global Ratings in July 2016, the interest rates on these Senior Notes were further increased by 0.25% each to 5.25%, 7.20% and 8.20%, respectively, with the interest rate increase taking effect during the third quarter for the Senior Notes due 2018 and during the fourth quarter for the Senior Notes due 2025 and the Senior Notes due 2045. The interest rates on these Senior Notes may be further increased if our debt rating were to be downgraded further (up to a maximum of an additional ~~100~~75 basis points).

Our other outstanding senior notes do not contain provisions varying applicable interest rates based upon our credit rating.

We maintain certain debt instruments at a fixed rate whose fair value will fluctuate based on changes in market expectations for interest rates and ~~market~~ perceptions of our credit risk. The fair value of our total debt was ~~$2.7~~$3.1 billion and $3.3 billion at ~~March 31,~~September 30, 2016 and December 31, 2015, respectively. The decrease in the fair value of debt primarily relates to ~~the overall decline of our sector in the marketplace coupled with~~ the repayment of our maturing $300 million 3.05% Senior Notes, which matured in March ~~2016.~~

2016, partially offset with changes in market expectations for interest rates and perceptions of our credit risk.

Foreign Currency Risk

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

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

Several of our regions, including our operations in the North Sea and Australia, have a significant amount of their cash operating expenses payable in local currencies. To limit the potential risk of currency fluctuations, we periodically enter into forward contracts, which settle monthly in the operations’ respective local currencies. All of these contracts have a maturity of less than 12 months. The forward contract settlements in the remainder of 2016 represent approximately 60 percent of these forecasted local currency requirements. The notional amount of the forward contracts outstanding, expressed in U.S. dollars, was approximately ~~$36~~$15 million at ~~March 31,~~September 30, 2016. Total unrealized ~~gains~~losses related to these forward contracts were approximately $1 million as of ~~March 31,~~September 30, 2016 and were recorded as part of AOCL. A 10 percent change in the exchange rate for the local currencies would change the fair value of these forward contracts by approximately $4$2 million.

Market Risk

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

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

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

Item 4. Controls and Procedures

David W. Williams, Chairman, President and Chief Executive Officer of Noble-UK, and Dennis J. Lubojacky, Chief Financial Officer, Vice President, Controller and Treasurer of Noble-UK, have evaluated the disclosure controls and procedures of Noble-UK as of the end of the period covered by this report. On the basis of this evaluation, Mr. Williams and Mr. Lubojacky

have concluded that Noble-UK’s disclosure controls and procedures were effective as of ~~March 31,~~September 30, 2016. Noble-UK’s disclosure controls and procedures are designed to ensure that information required to be disclosed by Noble-UK in the reports that it files with or submits to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

David W. Williams, President and Chief Executive Officer of Noble-Cayman, and Dennis J. Lubojacky, Vice President and Chief Financial Officer of Noble-Cayman, have evaluated the disclosure controls and procedures of Noble-Cayman as of the end of the period covered by this report. On the basis of this evaluation, Mr. Williams and Mr. Lubojacky have concluded that Noble-Cayman’s disclosure controls and procedures were effective as of ~~March 31,~~September 30, 2016. Noble-Cayman’s disclosure controls and procedures are designed to ensure that information required to be disclosed by Noble-Cayman in the reports that it files with or submits to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

There was no change in either Noble-UK’s or Noble-Cayman’s internal control over financial reporting that occurred during the quarter ended ~~March 31,~~September 30, 2016 that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of each of Noble-UK or Noble-Cayman, respectively.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding legal proceedings is set forth in Notes 56 and 1314 to our consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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

Under UK law, the Company is only permitted to purchase its own shares by way of an “off-market purchase” in a plan approved by shareholders. ~~In December 2014, we received shareholder approval to repurchase up to 37 million ordinary shares, or approximately 15 percent of our outstanding ordinary shares at the time~~As of the ~~shareholder approval. The authority to make~~date of this report, no such repurchases expired at the end of the Company’s 2016 annual general meeting of shareholders, which occurred on April 22, 2016. 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. If any premium above the nominal value of the purchased shares is paid, it must be paid out of distributable reserves. Any shares purchased by the Company out of distributable reserves may be held as treasury shares or cancelled at the Company’s election. Duringplan has been approved and during the three months ended ~~March 31,~~September 30, 2016, there were no repurchases by Noble-UK of its shares.

Item 6. Exhibits

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

~~SIGNATURES~~

SIGNATURES

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

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



/s/ David W. Williams		~~May 5,~~November 7, 2016
David W. Williams Chairman, President and Chief Executive Officer (Principal Executive Officer)		Date

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

Noble Corporation, a Cayman Islands company



~~Noble Corporation, a Cayman Islands company~~

/s/ David W. Williams		~~May 5,~~November 7, 2016
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~~
Exhibit Number		Exhibit
~~2.1~~
2.1		Merger Agreement, dated as of June 30, 2013, between Noble Corporation, a Swiss corporation (“Noble-Swiss”) and Noble Corporation Limited (“Noble-UK”) (filed as Exhibit 2.1 to Noble-Swiss’ Current Report on Form 8-K filed on July 1, 2013 and incorporated herein by reference).

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

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

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

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

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

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

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

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

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

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

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


~~10.4~~
Exhibit Number		Exhibit

10.4		Transition Services Agreement (Brazil), dated as of July 31, 2014, among Paragon Offshore do Brasil Limitada, Paragon Offshore (Nederland) B.V., Paragon Offshore plc, Noble-Cayman, Noble Dave Beard Limited and Noble Drilling (Nederland) II B.V. (filed as Exhibit 10.4 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).
10.5*		~~General Release Agreement and Special Release Agreement, each dated as of February 27, 2016, between Noble Drilling Services Inc. and James A. MacLennan.~~
10.6* 10.5*		Noble Corporation plc 2015 Omnibus Incentive Plan, restated as of May 1, 2016 (filed as ~~exhibit~~Exhibit 10.1 to Noble-UK’s Current Report on Form 8-K filed on April 26, 2016 and incorporated herein by reference).

~~10.7~~ 10.6		Definitive Settlement Agreement, dated as of April 29, 2016, by and between Paragon Offshore plc and ~~Noble-UK.~~ Noble-UK (filed as Exhibit 10.7 to Noble-UK’s Quarterly Report on Form 10-Q for the period ended March 31, 2016 and incorporated herein by reference).

~~31.1~~ 10.7		Settlement and Termination Agreement, dated as of May 10, 2016, by and among Freeport-McMoRan Inc., Freeport-McMoRan Oil & Gas LLC and Noble Drilling (U.S.) LLC (filed as Exhibit 10.1 to Noble-UK’s Current Report on Form 8-K filed on May 10, 2016 and incorporated herein by reference).

10.8		Term Sheet for Proposed Amendment to Settlement Agreement, dated as of August 5, 2016, by and between Paragon Offshore plc and Noble-UK.

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

31.2		Certification of 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-UK and for Noble-Cayman.

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

32.2+		Certification of 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-UK and for Noble-Cayman.

101		Interactive Data File

*
*	Management contract or compensatory plan or arrangement

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



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

~~Cayman Islands~~		~~98-0366361~~

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



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

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

	March 31,			December 31,
	2016			2015
ASSETS
Current assets
Cash and cash equivalents	$	236,198		$	512,245
Accounts receivable		506,017			498,931
Taxes receivable		55,326			55,525
Prepaid expenses and other current assets		154,478			173,917
Total current assets		952,019			1,240,618
Property and equipment, at cost		14,100,263			14,056,323
Accumulated depreciation		(2,712,587	)		(2,572,700	)
Property and equipment, net		11,387,676			11,483,623
Other assets		115,217			141,404
Total assets	$	12,454,912		$	12,865,645
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	299,523		$	299,924
Accounts payable		142,955			223,221
Accrued payroll and related costs		53,278			81,464
Taxes payable		92,694			87,940
Interest payable		42,033			72,961
Other current liabilities		98,469			98,074
Total current liabilities		728,952			863,584
Long-term debt		3,864,060			4,162,638
Deferred income taxes		70,750			92,797
Other liabilities		299,737			324,396
Total liabilities		4,963,499			5,443,415
Commitments and contingencies
Shareholders' equity
Shares; 243,212 and 241,977 shares outstanding		2,432			2,420
Additional paid-in capital		630,371			628,483
Retained earnings		6,199,112			6,131,501
Accumulated other comprehensive loss		(60,638	)		(63,175	)
Total shareholders' equity		6,771,277			6,699,229
Noncontrolling interests		720,136			723,001
Total equity		7,491,413			7,422,230
Total liabilities and equity	$	12,454,912		$	12,865,645

	Three Months Ended
	March 31,
	2016			2015
Net income	$	124,133		$	198,450
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		768			(3,299	)
Foreign currency forward contracts		986			(3,145	)
Amortization of deferred pension plan amounts (net of tax provision of $409 and $566 for the three months ended March 31, 2016 and 2015)		783			1,081
Other comprehensive income (loss), net		2,537			(5,363	)
Net comprehensive income attributable to noncontrolling interests		(18,648	)		(20,047	)
Comprehensive income attributable to Noble Corporation plc	$	108,022		$	173,040

R

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

o

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

			~~Page~~

		Page
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements
	Noble Corporation plc (Noble-UK) Financial Statements:
	Consolidated Balance Sheets as of ~~March 31,~~September 30, 2016 and December 31, 2015	3
	Consolidated Statements of ~~Income~~Operations for the three and nine months ended ~~March 31,~~September 30, 2016 and 2015	4
	Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended ~~March 31,~~September 30, 2016 and 2015	5
	Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2016 and 2015	6
	Consolidated Statements of Equity for the ~~three~~nine months ended ~~March 31,~~September 30, 2016 and 2015	7

	Noble Corporation (Noble-Cayman) Financial Statements:
	Consolidated Balance Sheets as of ~~March 31,~~September 30, 2016 and December 31, 2015	8
	Consolidated Statements of ~~Income~~Operations for the three and nine months ended ~~March 31,~~September 30, 2016 and 2015	9
	Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended ~~March 31,~~September 30, 2016 and 2015	10
	Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2016 and 2015	11
	Consolidated Statements of Equity for the ~~three~~nine months ended ~~March 31,~~September 30, 2016 and 2015	12

	Notes to Combined Consolidated Financial Statements	13

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35 39
Item 3	Quantitative and Qualitative Disclosures About Market Risk	44 52
Item 4	Controls and Procedures	46 53
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	46 55
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	46 55
Item 6	Exhibits	46 55
	SIGNATURES	47 56
	Index to Exhibits	48

		57



	September 30, 2016			December 31, 2015
ASSETS
Current assets
Cash and cash equivalents	$	426,052		$	512,245
Accounts receivable	319,567			498,931
Taxes receivable	35,387			55,525
Prepaid expenses and other current assets	102,778			173,917
Total current assets	883,784			1,240,618
Property and equipment, at cost	14,604,796			14,056,323
Accumulated depreciation	(3,013,008		)	(2,572,700		)
Property and equipment, net	11,591,788			11,483,623
Other assets	108,566			141,404
Total assets	$	12,584,138		$	12,865,645
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	299,762		$	299,924
Accounts payable	114,392			223,221
Accrued payroll and related costs	53,377			81,464
Taxes payable	98,019			87,940
Interest payable	46,040			72,961
Other current liabilities	72,528			98,074
Total current liabilities	684,118			863,584
Long-term debt	3,830,224			4,162,638
Deferred income taxes	11,487			92,797
Other liabilities	300,326			324,396
Total liabilities	4,826,155			5,443,415
Commitments and contingencies
Shareholders' equity
Shares; 243,233 and 241,977 shares outstanding	2,432			2,420
Additional paid-in capital	646,601			628,483
Retained earnings	6,457,071			6,131,501
Accumulated other comprehensive loss	(61,169		)	(63,175		)
Total shareholders' equity	7,044,935			6,699,229
Noncontrolling interests	713,048			723,001
Total equity	7,757,983			7,422,230
Total liabilities and equity	$	12,584,138		$	12,865,645



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Operating revenues
Contract drilling services	$	373,257		$	873,813		$	1,841,321		$	2,424,481
Reimbursables	11,733			22,858			50,272			70,087
Other	163			—			316			—
	385,153			896,671			1,891,909			2,494,568
Operating costs and expenses
Contract drilling services	207,204			293,067			702,628			934,024
Reimbursables	9,142			17,783			39,446			55,592
Depreciation and amortization	155,242			160,652			455,907			473,913
General and administrative	15,773			15,196			54,346			61,558
Loss on impairment	—			—			16,616			—
	387,361			486,698			1,268,943			1,525,087
Operating income (loss)	(2,208		)	409,973			622,966			969,481
Other income (expense)
Interest expense, net of amount capitalized	(52,569		)	(54,687		)	(166,975		)	(161,196		)
Gain on extinguishment of debt, net	—			—			11,066			—
Interest income and other, net	540			30,934			(1,443		)	37,085
Income (loss) before income taxes	(54,237		)	386,220			465,614			845,370
Income tax benefit (provision)	10,002			(41,789		)	(40,317		)	(124,641		)
Net income (loss)	(44,235		)	344,431			425,297			720,729
Net income attributable to noncontrolling interests	(10,846		)	(18,624		)	(52,027		)	(57,488		)
Net income (loss) attributable to Noble Corporation plc	$	(55,081	)	$	325,807		$	373,270		$	663,241
Per share data:
Basic:	$	(0.23	)	$	1.32		$	1.48		$	2.68
Diluted:	$	(0.23	)	$	1.32		$	1.48		$	2.68

													Accumulated
							Additional						Other
	Shares						Paid-in			Retained			Comprehensive			Noncontrolling			Total
	Balance			Par Value			Capital			Earnings			Loss			Interests			Equity
Balance at December 31, 2014		247,501		$	2,475		$	695,638		$	5,936,035		$	(69,418	)	$	722,304		$	7,287,034
Employee related equity activity
Amortization of share-based compensation		—			—			11,400			—			—			—			11,400
Issuance of share-based compensation shares		670			7			(4,095	)		—			—			—			(4,088	)
Tax benefit of equity transactions		—			—			(2,181	)		—			—			—			(2,181	)
Repurchases of shares		(6,209	)		(62	)		(100,568	)		—			—			—			(100,630	)
Net income		—			—			—			178,403			—			20,047			198,450
Dividends paid to noncontrolling interests		—			—			—			—			—			(19,369	)		(19,369	)
Dividends		—			—			—			(92,855	)		—			—			(92,855	)
Other comprehensive loss, net		—			—			—			—			(5,363	)		—			(5,363	)
Balance at March 31, 2015		241,962		$	2,420		$	600,194		$	6,021,583		$	(74,781	)	$	722,982		$	7,272,398
Balance at December 31, 2015		241,977		$	2,420		$	628,483		$	6,131,501		$	(63,175	)	$	723,001		$	7,422,230
Employee related equity activity
Amortization of share-based compensation		—			—			10,958			—			—			—			10,958
Issuance of share-based compensation shares		1,235			12			(3,562	)		—			—			—			(3,550	)
Tax benefit of equity transactions		—			—			(5,508	)		—			—			—			(5,508	)
Net income		—			—			—			105,485			—			18,648			124,133
Dividends paid to noncontrolling interests		—			—			—			—			—			(21,513	)		(21,513	)
Dividends		—			—			—			(37,874	)		—			—			(37,874	)
Other comprehensive income, net		—			—			—			—			2,537			—			2,537
Balance at March 31, 2016		243,212		$	2,432		$	630,371		$	6,199,112		$	(60,638	)	$	720,136		$	7,491,413



	Shares					Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity
	Balance		Par Value			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity
Balance at December 31, 2014	247,501		$	2,475		$	695,638		$	5,936,035		$	(69,418	)	$	722,304		$	7,287,034
Employee related equity activity
Amortization of share-based compensation	—		—			30,296			—			—			—			30,296
Issuance of share-based compensation shares	678		7			(4,157		)	—			—			—			(4,150		)
Tax benefit of equity transactions	—		—			(2,401		)	—			—			—			(2,401		)
Repurchases of shares	(6,209	)	(62		)	(100,568		)	—			—			—			(100,630		)
Net income	—		—			—			663,241			—			57,488			720,729
Dividends paid to noncontrolling interests	—		—			—			—			—			(57,048		)	(57,048		)
Dividends	—		—			—			(278,443		)	—			—			(278,443		)
Other comprehensive loss, net	—		—			—			—			(2,614		)	—			(2,614		)
Balance at September 30, 2015	241,970		$	2,420		$	618,808		$	6,320,833		$	(72,032	)	$	722,744		$	7,592,773
Balance at December 31, 2015	241,977		$	2,420		$	628,483		$	6,131,501		$	(63,175	)	$	723,001		$	7,422,230
Employee related equity activity
Amortization of share-based compensation	—		—			27,222			—			—			—			27,222
Issuance of share-based compensation shares	1,256		12			(3,609		)	—			—			—			(3,597		)
Tax benefit of equity transactions	—		—			(5,495		)	—			—			—			(5,495		)
Net income	—		—			—			373,270			—			52,027			425,297
Dividends paid to noncontrolling interests	—		—			—			—			—			(61,980		)	(61,980		)
Dividends	—		—			—			(47,700		)	—			—			(47,700		)
Other comprehensive income, net	—		—			—			—			2,006			—			2,006
Balance at September 30, 2016	243,233		$	2,432		$	646,601		$	6,457,071		$	(61,169	)	$	713,048		$	7,757,983

										Accumulated
					Capital in					Other
	Shares				Excess of		Retained			Comprehensive			Noncontrolling			Total
	Balance		Par Value		Par Value		Earnings			Loss			Interests			Equity
Balance at December 31, 2014		261,246	$	26,125	$	530,657	$	6,009,114		$	(69,418	)	$	722,304		$	7,218,782
Distributions to parent company, net		—		—		—		(186,597	)		—			—			(186,597	)
Capital contribution by parent - share- based compensation		—		—		7,348		—			—			—			7,348
Net income		—		—		—		192,431			—			20,047			212,478
Dividends paid to noncontrolling interests		—		—		—		—			—			(19,369	)		(19,369	)
Other comprehensive loss, net		—		—		—		—			(5,363	)		—			(5,363	)
Balance at March 31, 2015		261,246	$	26,125	$	538,005	$	6,014,948		$	(74,781	)	$	722,982		$	7,227,279
Balance at December 31, 2015		261,246	$	26,125	$	561,309	$	6,167,211		$	(63,175	)	$	723,001		$	7,414,471
Distributions to parent company, net		—		—		—		(56,316	)		—			—			(56,316	)
Capital contribution by parent - share- based compensation		—		—		9,119		—			—			—			9,119
Net income		—		—		—		117,021			—			18,648			135,669
Dividends paid to noncontrolling interests		—		—		—		—			—			(21,513	)		(21,513	)
Other comprehensive income, net		—		—		—		—			2,537			—			2,537
Balance at March 31, 2016		261,246	$	26,125	$	570,428	$	6,227,916		$	(60,638	)	$	720,136		$	7,483,967



	Shares			Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity
	Balance	Par Value		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity
Balance at December 31, 2014	261,246	$	26,125	$	530,657	$	6,009,114		$	(69,418	)	$	722,304		$	7,218,782
Distributions to parent company, net	—	—		—		(372,799		)	—			—			(372,799		)
Capital contribution by parent - share-based compensation	—	—		21,875		—			—			—			21,875
Net income	—	—		—		690,879			—			57,488			748,367
Dividends paid to noncontrolling interests	—	—		—		—			—			(57,048		)	(57,048		)
Other comprehensive loss, net	—	—		—		—			(2,614		)	—			(2,614		)
Balance at September 30, 2015	261,246	$	26,125	$	552,532	$	6,327,194		$	(72,032	)	$	722,744		$	7,556,563
Balance at December 31, 2015	261,246	$	26,125	$	561,309	$	6,167,211		$	(63,175	)	$	723,001		$	7,414,471
Distributions to parent company, net	—	—		—		(76,051		)	—			—			(76,051		)
Capital contribution by parent - share-based compensation	—	—		25,296		—			—			—			25,296
Net income	—	—		—		396,993			—			52,027			449,020
Dividends paid to noncontrolling interests	—	—		—		—			—			(61,980		)	(61,980		)
Other comprehensive income, net	—	—		—		—			2,006			—			2,006
Balance at September 30, 2016	261,246	$	26,125	$	586,605	$	6,488,153		$	(61,169	)	$	713,048		$	7,752,762



	September 30, 2016		December 31, 2015
Drilling equipment and facilities	$	13,536,979	$	13,074,804
Construction in progress	864,140		761,347
Other	203,677		220,172
Property and equipment, at cost	$	14,604,796	$	14,056,323



	Nine Months Ended September 30,
	2016						2015
	Non-U.S.			U.S.			Non-U.S.			U.S.
Service cost	$	2,337		$	4,986		$	2,582		$	6,447
Interest cost	1,864			7,167			1,927			6,899
Return on plan assets	(2,627		)	(9,291		)	(2,779		)	(9,859		)
Amortization of prior service cost	78			88			79			107
Recognized net actuarial loss	110			3,299			235			4,618
Net pension expense	$	1,762		$	6,249		$	2,044		$	8,212



	September 30, 2016			December 31, 2015
Current
Current maturities of long-term debt	$	299,983		$	299,997
Less: Unamortized debt issuance costs	(221		)	(73		)
Current maturities of long-term debt, net of debt issuance costs	$	299,762		$	299,924
Long-term
3.05% Senior Notes due March 2016	$	—		$	299,997
2.50% Senior Notes due March 2017	299,983			299,956
5.25% Senior Notes due March 2018 ⁽¹⁾	249,725			249,602
7.50% Senior Notes due March 2019	201,695			201,695
4.90% Senior Notes due August 2020	467,195			499,287
4.625% Senior Notes due March 2021	396,337			399,680
3.95% Senior Notes due March 2022	399,424			399,354
6.95% Senior Notes due April 2025 ⁽¹⁾	448,886			448,814
6.20% Senior Notes due August 2040	399,898			399,896
6.05% Senior Notes due March 2041	397,748			397,719
5.25% Senior Notes due March 2042	498,361			498,338
7.95% Senior Notes due April 2045 ⁽¹⁾	394,601			394,563
Total senior unsecured notes	4,153,853			4,488,901
Credit facility & commercial paper program	—			—
Total debt	4,153,853			4,488,901
Less: Unamortized debt issuance costs	(23,646		)	(26,266		)
Less: Current maturities of long-term debt	(299,983		)	(299,997		)
Long-term debt, net of debt issuance costs	$	3,830,224		$	4,162,638

	March 31, 2016				December 31, 2015
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Senior unsecured notes:
3.05% Senior Notes due March 2016	$	—	$	—	$	299,997	$	299,340
2.50% Senior Notes due March 2017		299,965		283,313		299,956		284,334
5.00% Senior Notes due March 2018		249,645		232,369		249,602		227,285
7.50% Senior Notes due March 2019		201,695		172,323		201,695		194,273
4.90% Senior Notes due August 2020		499,322		369,375		499,287		378,761
4.625% Senior Notes due March 2021		399,694		276,500		399,680		289,450
3.95% Senior Notes due March 2022		399,377		242,500		399,354		265,643
6.95% Senior Notes due April 2025		448,838		288,984		448,814		308,870
6.20% Senior Notes due August 2040		399,897		195,500		399,896		237,005
6.05% Senior Notes due March 2041		397,728		195,000		397,719		239,464
5.25% Senior Notes due March 2042		498,346		235,625		498,338		279,919
7.95% Senior Notes due April 2045		394,577		220,500		394,563		255,887
Total senior unsecured notes		4,189,084		2,711,989		4,488,901		3,260,231
Credit facility & commercial paper program		—		—		—		—
Total debt	$	4,189,084	$	2,711,989	$	4,488,901	$	3,260,231



	September 30, 2016				December 31, 2015
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Senior unsecured notes:
3.05% Senior Notes due March 2016	$	—	$	—	$	299,997	$	299,340
2.50% Senior Notes due March 2017	299,983		296,357		299,956		284,334
5.25% Senior Notes due March 2018 ⁽¹⁾	249,725		246,641		249,602		227,285
7.50% Senior Notes due March 2019	201,695		201,947		201,695		194,273
4.90% Senior Notes due August 2020	467,195		399,846		499,287		378,761
4.625% Senior Notes due March 2021	396,337		319,611		399,680		289,450
3.95% Senior Notes due March 2022	399,424		294,700		399,354		265,643
6.95% Senior Notes due April 2025 ⁽¹⁾	448,886		355,500		448,814		308,870
6.20% Senior Notes due August 2040	399,898		235,000		399,896		237,005
6.05% Senior Notes due March 2041	397,748		234,475		397,719		239,464
5.25% Senior Notes due March 2042	498,361		286,250		498,338		279,919
7.95% Senior Notes due April 2045 ⁽¹⁾	394,601		278,871		394,563		255,887
Total senior unsecured notes	4,153,853		3,149,198		4,488,901		3,260,231
Credit facility & commercial paper program	—		—		—		—
Total debt	$	4,153,853	$	3,149,198	$	4,488,901	$	3,260,231

	Three Months Ended March 31,
	2016						2015
	Non-U.S.			U.S.			Non-U.S.			U.S.
Service cost	$	775		$	1,662		$	874		$	2,149
Interest cost		634			2,389			642			2,300
Return on plan assets		(895	)		(3,097	)		(926	)		(3,286	)
Amortization of prior service cost		26			29			27			36
Recognized net actuarial loss		37			1,100			45			1,539
Net pension expense	$	577		$	2,083		$	662		$	2,738

		Estimated fair value
	Balance sheet classification	March 31, 2016		December 31, 2015
Asset derivatives
Cash flow hedges
Short-term foreign currency forward contracts	Prepaid expenses and other current assets	$	1,112	$	—
Liability derivatives
Cash flow hedges
Short-term foreign currency forward contracts	Other current liabilities	$	126	$	—

	Gain/(loss) recognized through AOCL					Gain/(loss) reclassified from AOCL to "contract drilling services" expense					Gain/(loss) recognized through "contract drilling services" expense
	2016		2015			2016		2015			2016		2015
Cash flow hedges
Foreign currency forward contracts	$	894	$	(3,111	)	$	92	$	(34	)	$	—	$	—

	March 31, 2016
			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	$	6,492	$	6,492	$	—	$	—
Foreign currency forward contracts		1,112		—		1,112		—
Liabilities -
Foreign currency forward contracts	$	126	$	—	$	126	$	—



	September 30, 2016
			Estimated Fair Value Measurements
	Carrying Amount		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets -
Marketable securities	$	6,472	$	6,472	$	—	$	—
Foreign currency forward contracts	329		—		329		—
FCX Settlement	12,406		—		—		12,406
Liabilities -
Foreign currency forward contracts	$	934	$	—	$	934	$	—



Valuation assumptions:
Expected volatility	46.83		%
Mean-reversion rate	2.80
Discount rate ⁽¹⁾	3.0		%
Underlying spot price⁽²⁾	$	48.24


(2)	Based on the last trading price of the WTI spot contract from Bloomberg as of September 30, 2016.



Balance as of December 31, 2015	$	—
Fair value recognized in earnings	—
Balance as of March 31, 2016	—
Fair value recognized in earnings	17,600
Balance as of June 30, 2016	17,600
Change in fair value recognized in earnings	(5,194		)
Balance as of September 30, 2016	$	12,406

	Gains /			Defined
	(Losses) on			Benefit			Foreign
	Cash Flow			Pension			Currency
	Hedges⁽¹⁾			Items⁽²⁾			Items			Total
Balance at December 31, 2014	$	—		$	(58,440	)	$	(10,978	)	$	(69,418	)
Activity during period:
Other comprehensive loss before reclassifications		(3,111	)		—			(3,299	)		(6,410	)
Amounts reclassified from AOCL		(34	)		1,081			—			1,047
Net other comprehensive (loss)/income		(3,145	)		1,081			(3,299	)		(5,363	)
Balance at March 31, 2015	$	(3,145	)	$	(57,359	)	$	(14,277	)	$	(74,781	)
Balance at December 31, 2015	$	—		$	(46,919	)	$	(16,256	)	$	(63,175	)
Activity during period:
Other comprehensive income before reclassifications		894			—			768			1,662
Amounts reclassified from AOCL		92			783			—			875
Net other comprehensive income		986			783			768			2,537
Balance at March 31, 2016	$	986		$	(46,136	)	$	(15,488	)	$	(60,638	)



	Gains / (Losses) on Cash Flow Hedges(1)			Defined Benefit Pension Items(2)			Foreign Currency Items			Total
Balance at December 31, 2014	$	—		$	(58,440	)	$	(10,978	)	$	(69,418	)
Activity during period:
Other comprehensive income (loss) before reclassifications	(2,581		)	—			(4,568		)	(7,149		)
Amounts reclassified from AOCL	1,219			3,316			—			4,535
Net other comprehensive income (loss)	(1,362		)	3,316			(4,568		)	(2,614		)
Balance at September 30, 2015	$	(1,362	)	$	(55,124	)	$	(15,546	)	$	(72,032	)
Balance at December 31, 2015	$	—		$	(46,919	)	$	(16,256	)	$	(63,175	)
Activity during period:
Other comprehensive income (loss) before reclassifications	(447		)	—			263			(184		)
Amounts reclassified from AOCL	(158		)	2,348			—			2,190
Net other comprehensive income (loss)	(605		)	2,348			263			2,006
Balance at September 30, 2016	$	(605	)	$	(44,571	)	$	(15,993	)	$	(61,169	)

~~(1)~~
(1)	Gains / (losses) on cash flow hedges are related to foreign currency forward contracts. Reclassifications from AOCL are recognized through “contract drilling services” expense on our Consolidated Statements of ~~Income.~~Operations. See Note 1011 for additional information.

												Other
												Non-guarantor
	Noble -											Subsidiaries			Consolidating
	Cayman		NHC		NDH			NHIL		NDS6		of Noble			Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	8	$	—	$	71		$	—	$	—	$	235,344		$	—		$	235,423
Accounts receivable		—		—		21,702			—		—		484,315			—			506,017
Taxes receivable		—		12,124		—			—		—		43,193			—			55,317
Short-term notes receivable from affiliates		—		—		119,476			—		—		171,925			(291,401	)		—
Accounts receivable from affiliates		930,359		471,793		138,267			92,764		60,439		3,443,616			(5,137,238	)		—
Prepaid expenses and other current assets		105		—		1,799			—		—		149,063			—			150,967
Total current assets		930,472		483,917		281,315			92,764		60,439		4,527,456			(5,428,639	)		947,724
Property and equipment, at cost		—		—		1,900,406			—		—		12,198,091			—			14,098,497
Accumulated depreciation		—		—		(365,767	)		—		—		(2,346,406	)		—			(2,712,173	)
Property and equipment, net		—		—		1,534,639			—		—		9,851,685			—			11,386,324
Notes receivable from affiliates		3,304,798		—		236,921			1,587,927		5,000		1,762,825			(6,897,471	)		—
Investments in affiliates		5,294,156		1,949,551		2,340,680			9,557,179		7,975,626		—			(27,117,192	)		—
Other assets		5,539		—		7,697			—		—		92,898			—			106,134
Total assets	$	9,534,965	$	2,433,468	$	4,401,252		$	11,237,870	$	8,041,065	$	16,234,864		$	(39,443,302	)	$	12,440,182
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	—	$	171,925	$	—		$	—	$	—	$	119,476		$	(291,401	)	$	—
Current maturities of long-term debt		—		—		—			299,523		—		—			—			299,523
Accounts payable		—		—		5,524			—		—		135,593			—			141,117
Accrued payroll and related costs		—		—		4,965			—		—		47,989			—			52,954
Accounts payable to affiliates		1,232,826		61,428		2,088,145			96,868		7,139		1,650,832			(5,137,238	)		—
Taxes payable		—		10,850		—			—		—		81,995			—			92,845
Interest payable		—		—		—			41,403		630		—			—			42,033
Other current liabilities		16		—		4,223			—		—		93,842			—			98,081
Total current liabilities		1,232,842		244,203		2,102,857			437,794		7,769		2,129,727			(5,428,639	)		726,553
Long-term debt		—		—		—			3,662,729		201,331		—			—			3,864,060
Notes payable to affiliates		1,518,363		—		461,380			1,414,151		124,215		3,379,362			(6,897,471	)		—
Deferred income taxes		—		—		1,314			—		—		69,436			—			70,750
Other liabilities		19,929		—		27,214			—		—		247,709			—			294,852
Total liabilities		2,771,134		244,203		2,592,765			5,514,674		333,315		5,826,234			(12,326,110	)		4,956,215
Commitments and contingencies		—		—		—			—		—		—			—			—
Total shareholder equity		6,763,831		2,189,265		1,808,487			5,723,196		7,707,750		9,248,066			(26,676,764	)		6,763,831
Noncontrolling interests		—		—		—			—		—		1,160,564			(440,428	)		720,136
Total equity		6,763,831		2,189,265		1,808,487			5,723,196		7,707,750		10,408,630			(27,117,192	)		7,483,967
Total liabilities and equity	$	9,534,965	$	2,433,468	$	4,401,252		$	11,237,870	$	8,041,065	$	16,234,864		$	(39,443,302	)	$	12,440,182

												Other
												Non-guarantor
	Noble-											Subsidiaries			Consolidating
	Cayman		NHC		NDH			NHIL		NDS6		of Noble			Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	1,627	$	—	$	2,101		$	—	$	—	$	508,067		$	—		$	511,795
Accounts receivable		—		—		9,381			—		—		489,550			—			498,931
Taxes receivable		—		12,124		27			—		—		43,291			—			55,442
Short-term notes receivable from affiliates		—		—		119,476			—		—		171,925			(291,401	)		—
Accounts receivable from affiliates		626,305		451,201		128,457			811,785		67,684		3,445,590			(5,531,022	)		—
Prepaid expenses and other current assets		246		—		1,696			—		—		166,527			—			168,469
Total current assets		628,178		463,325		261,138			811,785		67,684		4,824,950			(5,822,423	)		1,234,637
Property and equipment, at cost		—		—		1,877,520			—		—		12,177,038			—			14,054,558
Accumulated depreciation		—		—		(344,591	)		—		—		(2,227,740	)		—			(2,572,331	)
Property and equipment, net		—		—		1,532,929			—		—		9,949,298			—			11,482,227
Notes receivable from affiliates		3,304,652		—		236,921			1,587,927		5,000		2,435,154			(7,569,654	)		—
Investments in affiliates		5,159,064		2,174,480		3,001,327			9,752,912		7,438,397		—			(27,526,180	)		—
Other assets		5,954		—		7,496			—		—		118,869			—			132,319
Total assets	$	9,097,848	$	2,637,805	$	5,039,811		$	12,152,624	$	7,511,081	$	17,328,271		$	(40,918,257	)	$	12,849,183
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	—	$	171,925	$	—		$	—	$	—	$	119,476		$	(291,401	)	$	—
Current maturities of long-term debt		—		—		—			299,924		—		—			—			299,924
Accounts payable		—		—		10,676			—		—		210,401			—			221,077
Accrued payroll and related costs		—		—		6,584			—		—		74,780			—			81,364
Accounts payable to affiliates		868,046		60,100		2,440,965			96,543		6,426		2,058,942			(5,531,022	)		—
Taxes payable		—		917		—			—		—		87,191			—			88,108
Interest payable		—		—		—			68,549		4,412		—			—			72,961
Other current liabilities		40		—		4,108			—		—		92,183			—			96,331
Total current liabilities		868,086		232,942		2,462,333			465,016		10,838		2,642,973			(5,822,423	)		859,765
Long-term debt		—		—		—			3,961,338		201,300		—			—			4,162,638
Notes payable to affiliates		1,518,363		—		461,379			2,086,480		124,216		3,379,216			(7,569,654	)		—
Deferred income taxes		—		—		1,529			—		—		91,268			—			92,797
Other liabilities		19,929		—		25,312			—		—		274,271			—			319,512
Total liabilities		2,406,378		232,942		2,950,553			6,512,834		336,354		6,387,728			(13,392,077	)		5,434,712
Commitments and contingencies
Total shareholder equity		6,691,470		2,404,863		2,089,258			5,639,790		7,174,727		9,781,284			(27,089,922	)		6,691,470
Noncontrolling interests		—		—		—			—		—		1,159,259			(436,258	)		723,001
Total equity		6,691,470		2,404,863		2,089,258			5,639,790		7,174,727		10,940,543			(27,526,180	)		7,414,471
Total liabilities and equity	$	9,097,848	$	2,637,805	$	5,039,811		$	12,152,624	$	7,511,081	$	17,328,271		$	(40,918,257	)	$	12,849,183

			Year Ending December 31,
	Total		2016 (1)			2017			2018			2019			2020-2023
	(In millions)
Contract Drilling Services Backlog
Semisubmersibles/Drillships ^(4)(5)(7)	$	4,789	$	1,190		$	1,063		$	658		$	508		$	1,370
Jackups ⁽³⁾		1,446		444			455			285			159			103
Total ⁽²⁾	$	6,235	$	1,634		$	1,518		$	943		$	667		$	1,473
Percent of Available Days Committed ⁽⁶⁾
Semisubmersibles/Drillships				54	%		36	%		25	%		20	%		13	%
Jackups				87	%		66	%		36	%		7	%		1	%
Total				69	%		50	%		30	%		14	%		8	%

	Average Rig						Operating							Average
	Utilization ⁽¹⁾						Days ⁽²⁾							Dayrates
	Three Months Ended						Three Months Ended							Three Months Ended
	March 31,						March 31,							March 31,
	2016			2015			2016		2015		% Change			2016		2015		% Change
Jackups		84	%		92	%		981		990		-1	%	$	134,868	$	172,700		-22	%
Semisubmersibles		48	%		65	%		350		493		-29	%		258,786		392,777		-34	%
Drillships		100	%		100	%		728		810		-10	%		506,141		512,259		-1	%
Total		79	%		86	%		2,059		2,293		-10	%	$	287,169	$	339,961		-16	%

	Three Months Ended
	March 31				Change
	2016		2015		$			%
Operating revenues:
Contract drilling services	$	591,367	$	779,361	$	(187,994	)		-24	%
Reimbursables ⁽¹⁾		20,606		24,981		(4,375	)		-18	%
	$	611,973	$	804,342	$	(192,369	)		-24	%
Operating costs and expenses:
Contract drilling services	$	251,248	$	321,750	$	(70,502	)		-22	%
Reimbursables ⁽¹⁾		16,006		20,157		(4,151	)		-21	%
Depreciation and amortization		144,029		148,208		(4,179	)		-3	%
General and administrative		19,540		23,938		(4,398	)		-18	%
		430,823		514,053		(83,230	)		-16	%
Operating income	$	181,150	$	290,289	$	(109,139	)		-38	%