UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~September~~March 3031, ~~2012~~2013

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

For the transition period from to

Commission file number: 000-53604

NOBLE CORPORATION

(Exact name of registrant as specified in its charter)

Switzerland

98-0619597

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification number)

Dorfstrasse 19A, Baar, Switzerland 6340

(Address of principal executive offices) (Zip Code)

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

Commission file number: 001-31306

NOBLE CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands

98-0366361

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification number)

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

(Address of principal executive offices) (Zip Code)

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

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

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

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


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

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

Number of shares outstanding and trading at ~~October~~April 3126, ~~2012~~2013: Noble Corporation (Switzerland) — ~~252~~253,~~720~~273,~~353~~925

Number of shares outstanding at ~~October~~April 3126, ~~2012~~2013: Noble Corporation (Cayman Islands) — 261,245,693

Noble Corporation, a Cayman Islands company and a wholly owned subsidiary of Noble Corporation, a Swiss corporation, meets the conditions set forth in General Instructions H(1) (a) and (b) to Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format contemplated by paragraphs (a), (b) and (c) of General Instruction H(2) of Form 10-Q.

TABLE OF CONTENTS

	Page		~~Page~~
PART I	FINANCIAL INFORMATION
PART I FINANCIAL INFORMATION
Item 1	Financial Statements
Item 1 Financial Statements
Noble Corporation (Noble-Swiss) Financial Statements:	~~Noble Corporation (Noble-Swiss) Financial Statements:~~
	Consolidated Balance Sheet as of September 30, 2012 and December 31, 2011			3
Consolidated Balance Sheet as of March 31, 2013 and December 31, 2012		3
	Consolidated Statement of Income for the three and nine months ended September 30, 2012 and 2011			4
Consolidated Statement of Income for the three months ended March 31, 2013 and 2012		4
	Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2012 and 2011			5
Consolidated Statement of Comprehensive Income for the three months ended March 31, 2013 and 2012		5
	Consolidated Statement of Cash Flows for the nine months ended September 30, 2012 and 2011			6
Consolidated Statement of Cash Flows for the three months ended March 31, 2013 and 2012		6
	Consolidated Statement of Equity for the nine months ended September 30, 2012 and 2011			7
Consolidated Statement of Equity for the three months ended March 31, 2013 and 2012		7
Noble Corporation (Noble-Cayman) Financial Statements:	~~Noble Corporation (Noble-Cayman) Financial Statements:~~
	Consolidated Balance Sheet as of September 30, 2012 and December 31, 2011			8
Consolidated Balance Sheet as of March 31, 2013 and December 31, 2012		8
	Consolidated Statement of Income for the three and nine months ended September 30, 2012 and 2011			9
Consolidated Statement of Income for the three months ended March 31, 2013 and 2012		9
	Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2012 and 2011			10
Consolidated Statement of Comprehensive Income for the three months ended March 31, 2013 and 2012		10
	Consolidated Statement of Cash Flows for the nine months ended September 30, 2012 and 2011			11
Consolidated Statement of Cash Flows for the three months ended March 31, 2013 and 2012		11
	Consolidated Statement of Equity for the nine months ended September 30, 2012 and 2011			12
Consolidated Statement of Equity for the three months ended March 31, 2013 and 2012		12
Notes to Combined Consolidated Financial Statements	~~Notes to Combined Consolidated Financial Statements~~	13		13
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations			36
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		34
Item 3	Quantitative and Qualitative Disclosures About Market Risk			50
Item 3 Quantitative and Qualitative Disclosures About Market Risk		44
Item 4	Controls and Procedures			51
Item 4 Controls and Procedures		46
PART II	OTHER INFORMATION
PART II OTHER INFORMATION
Item 1	Legal Proceedings			52
Item 1 Legal Proceedings		46
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds			52
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		47
Item 6	Exhibits			52
Item 6 Exhibits		47
SIGNATURES	~~SIGNATURES~~	48		53
Index to Exhibits	~~Index to Exhibits~~	49		54

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

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

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(In thousands)

(Unaudited)

	September 30,2012			December 31,2011
	March 31,			December 31,
	2013			2012
ASSETS
Current assets
Cash and cash equivalents	$	~~218~~214,~~467~~528		$	~~239~~282,~~196~~092
Accounts receivable		~~791~~887,~~408~~759			~~587~~743,~~163~~673
Taxes receivable		~~118~~115,~~540~~720			75112,~~284~~423
Prepaid expenses		6497,~~644~~961			3543,~~796~~962
Other current assets		~~111~~112,~~433~~597			~~122~~123,~~173~~175
Total current assets		1,~~304~~428,~~492~~565			1,~~059~~305,~~612~~325
Property and equipment, at cost		1617,~~637~~329,~~626~~558			1516,~~540~~971,~~178~~666
Accumulated depreciation		(34,~~825~~144,~~482~~693	)		(3,~~409~~945,~~833~~694	)
Property and equipment, net		1213,~~812~~184,~~144~~865			1213,~~130~~025,~~345~~972
Other assets		~~343~~276,~~770~~528			~~305~~276,~~202~~477
Total assets	$	14,~~460~~889,~~406~~958		$	1314,~~495~~607,~~159~~774
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	~~298~~319,~~363~~674		$	~~436~~350,~~006~~147
Accrued payroll and related costs		~~145~~118,~~595~~706			~~117~~132,~~907~~728
Interest payable		23,~~851~~701			5468,~~419~~436
Taxes payable		~~130~~147,~~551~~557			94135,~~920~~257
Dividends payable		9933,~~582~~340			—66,369
Other current liabilities		~~144~~169,~~267~~207			~~123~~158,~~928~~512
Total current liabilities		~~842~~812,~~209~~185			~~827~~911,~~180~~449
Long-term debt		4,~~639~~844,~~429~~193			4,~~071~~634,~~964~~375
Deferred income taxes		~~235~~223,~~851~~500			~~242~~226,~~791~~045
Other liabilities		~~353~~347,~~595~~395			~~255~~347,~~372~~615
Total liabilities		6,~~071~~227,~~084~~273			56,~~397~~119,~~307~~484
Commitments and contingencies
Shareholders’ equity
Shares; 253,299 and 252,639 shares outstanding		709,993			766,595
Shares; 254,014 and 253,348 shares outstanding		712,000			710,130
Treasury shares, at cost; 586 and 287 shares		(20,986	)		(10,553	)
Treasury shares, at cost; 755 and 589 shares		(27,806	)		(21,069	)
Additional paid-in capital		7592,~~696~~289			4883,~~356~~531
Retained earnings		67,~~938~~215,~~434~~777			67,~~676~~066,~~444~~023
Accumulated other comprehensive loss		(72112,~~077~~352	)		(74115,~~321~~449	)
Total shareholders’ equity		7,~~631~~879,~~060~~908			7,~~406~~723,~~521~~166
Noncontrolling interests		~~758~~782,~~262~~777			~~691~~765,~~331~~124
Total equity		8,~~389~~662,~~322~~685			8,~~097~~488,~~852~~290
Total liabilities and equity	$	14,~~460~~889,~~406~~958		$	1314,~~495~~607,~~159~~774

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months Ended
	2012			2011			2012			2011
	March 31,
Operating revenues
	2013			2012
Contract drilling services	$	833,212		$	704,892		$	2,427,759		$	1,837,047
Operating revenues
Reimbursables		28,137			17,438			94,090			63,851
Contract drilling services	$	928,737		$	746,310
Labor contract drilling services		22,667			15,564			58,538			43,123
Reimbursables		21,174			35,141
Other		16			8			258			766
Labor contract drilling services		21,054			16,008
		884,032			737,902			2,580,645			1,944,787
Other		10			231
Operating costs and expenses
		970,975			797,690
Contract drilling services		449,125			358,547			1,292,638			1,001,638
Operating costs and expenses
Reimbursables		21,047			13,971			76,618			49,797
Contract drilling services		484,087			420,011
Labor contract drilling services		12,991			8,053			34,070			25,326
Reimbursables		14,922			30,601
Depreciation and amortization		195,087			166,213			549,779			487,454
Labor contract drilling services		12,249			9,232
Selling, general and administrative		26,858			27,536			75,388			72,883
Depreciation and amortization		206,156			171,077
Loss on impairment		—			—			18,345			—
General and administrative		25,570			23,126
Gain on contract settlements/extinguishments, net		—			—			(33,255	)		(21,202	)
Gain on contract extinguishment		(1,800	)		—
		705,108			574,320			2,013,583			1,615,896
		741,184			654,047
Operating income		~~178~~229,~~924~~791			~~163~~143,~~582~~643			~~567,062~~			~~328,891~~
Other income (expense)
Interest expense, net of amount capitalized		(2527,~~635~~301	)		(1110,~~530~~496	)		~~(56,783~~	)		~~(45,400~~	)
Interest income and other, net		~~1,553~~(425	)		1,~~117~~785			~~4,526~~			~~3,175~~
Income before income taxes		~~154~~202,~~842~~065			~~153~~134,~~169~~932			~~514,805~~			~~286,666~~
Income tax provision		(2534,~~162~~352	)		(1721,~~614~~589	)		~~(93,107~~	)		~~(42,481~~	)
Net income		~~129~~167,~~680~~713			~~135~~113,~~555~~343			~~421,698~~			~~244,185~~
Net income attributable to noncontrolling interests		(14,906	)		(238	)		(26,931	)		(290	)
Net (income) loss attributable to noncontrolling interests		(17,653	)		6,832
Net income attributable to Noble Corporation	$	~~114~~150,~~774~~060		$	~~135~~120,~~317~~175		$	~~394,767~~		$	~~243,895~~
Net income per share
Basic	$	0.4559		$	0.5347		$	~~1.55~~		$	~~0.96~~
Diluted	$	0.4559		$	0.5347		$	~~1.55~~		$	~~0.96~~

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months Ended
	2012			2011			2012			2011
	March 31,
Net income	$	129,680		$	135,555		$	421,698		$	244,185
	2013			2012
Other comprehensive income (loss), net of tax
Net income	$	167,713		$	113,343
Foreign currency translation adjustments		2,033			(4,929	)		(4,994	)		(547	)
Other comprehensive income (loss), net of tax
Gain (loss) on foreign currency forward contracts		—			(9,654	)		3,061			(7,141	)
Foreign currency translation adjustments		2,657			(41	)
Loss on interest rate swaps		—			—			—			(366	)
Foreign currency forward contracts		(1,202	)		2,417
Amortization of deferred pension plan amounts (net of tax provision of $790 and $356 for the three months ended September 30, 2012 and 2011, respectively, and $2,157 and $1,061 for the nine months ended September 30, 2012 and 2011, respectively)		1,351			687			4,177			2,062
Amortization of deferred pension plan amounts (net of tax provision of $730 in 2013 and $720 in 2012)		1,642			1,385
Other comprehensive income/(loss), net		3,384			(13,896	)		2,244			(5,992	)
Other comprehensive income, net		3,097			3,761
Net comprehensive income attributable to noncontrolling interests		(14,906	)		(238	)		(26,931	)		(290	)
Net comprehensive (income) loss attributable to noncontrolling interests		(17,653	)		6,832
Comprehensive income attributable to Noble Corporation	$	~~118~~153,~~158~~157		$	~~121~~123,~~421~~936		$	~~397,011~~		$	~~237,903~~

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months EndedSeptember 30,
	Three Months Ended
	2012			2011
	March 31,
	2013			2012
Cash flows from operating activities
Net income	$	~~421~~167,~~698~~713		$	~~244~~113,~~185~~343
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		~~549~~206,~~779~~156			~~487~~171,~~454~~077
Loss on impairment		18,345			—
Deferred income taxes		(2,735	)		(4,075	)
Gain on contract extinguishments, net		—			(21,202	)
Amortization of share-based compensation		10,155			8,753
Deferred income taxes		(16,090	)		(34,549	)
Net change in other assets and liabilities		(178,737	)		(188,472	)
Amortization of share-based compensation		28,782			26,857
Net cash from operating activities		202,552			100,626
Net change in other assets and liabilities		(71,010	)		(243,715	)
Net cash from operating activities		931,504			459,030
Cash flows from investing activities
Capital expenditures		(1371,~~247,139~~990	)		(1364,~~972,572~~883	)
Change in accrued capital expenditures		(~~195~~66,~~044~~312	)		(48127,~~782~~393	)
Refund from contract extinguishments		—			18,642
Net cash from investing activities		(438,302	)		(492,276	)
Net cash from investing activities		(1,442,183	)		(2,002,712	)
Cash flows from financing activities
Change in bank credit facilities, net		(630,000	)		675,000
Net change in borrowings outstanding on bank credit facilities		209,680			(825,000	)
Proceeds from issuance of senior notes, net of debt issuance costs		~~1,186,636~~—			1,~~087~~186,~~833~~636
Contributions from joint venture partners		~~40,000~~—			~~481~~40,000
Payments of joint venture debt		—			(693,494	)
Financing costs on credit facilities		(1,895	)		—
Settlement of interest rate swaps		—			(29,032	)
Par value reduction/dividend payments		(33,335	)		(36,370	)
Par value reduction/dividend payments		(105,092	)		(114,453	)
Proceeds from employee stock transactions		473			2,479
Financing costs on credit facilities		(5,014	)		(2,835	)
Repurchases of employee shares surrendered for taxes		(6,737	)		(6,451	)
Proceeds from employee stock transactions		13,853			9,018
Net cash from financing activities		168,186			361,294
Repurchases of employee shares surrendered for taxes		(10,433	)		(10,211	)
Net change in cash and cash equivalents		(67,564	)		(30,356	)
Net cash from financing activities		489,950			1,402,826
Cash and cash equivalents, beginning of period		282,092			239,196
Net change in cash and cash equivalents		(20,729	)		(140,856	)
Cash and cash equivalents, end of period	$	214,528		$	208,840
Cash and cash equivalents, beginning of period		239,196			337,871
Cash and cash equivalents, end of period	$	218,467		$	197,015

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

(In thousands)

(Unaudited)

	Shares						Additional Paid-in			Retained			Treasury			Accumulated Other Comprehensive			Noncontrolling			Total
																Accumulated
							Additional									Other
	Shares						Paid-in			Retained			Treasury			Comprehensive			Noncontrolling			Total
	Balance			Par Value			Capital			Earnings			Shares			Loss			Interests			Equity
Balance at December 31, 2010		262,415		$	917,684		$	39,006		$	6,630,500		$	(373,967	)	$	(50,220	)	$	124,631		$	7,287,634
Employee related equity activity
Amortization of share-based compensation		—			—			26,857			—			—			—			—			26,857
Issuance of share-based compensation shares		248			844			(837	)		—			—			—			—			7
Exercise of stock options		490			1,629			7,104			—			—			—			—			8,733
Tax benefit of stock options exercised		—			—			278			—			—			—			—			278
Restricted shares forfeited or repurchased for taxes		(319	)		(1,107	)		1,107			—			(10,211	)		—			—			(10,211	)
Retirement of treasury shares		(10,116	)		(33,035	)					(340,612	)		373,647			—			—			—
Settlement of FIN48 provision		—			—						15,658			—			—			—			15,658
Net income		—			—			—			243,895			—			—			290			244,185
Par value reduction payments		—			(89,948	)		(24,505	)		—			—			—			—			(114,453	)
Equity contribution by joint venture partner		—			—			—			—			—			—			518,973			518,973
Other comprehensive loss, net		—			—			—			—			—			(5,992	)		—			(5,992	)
Balance at September 30, 2011		252,718		$	796,067		$	49,010		$	6,549,441		$	(10,531	)	$	(56,212	)	$	643,894		$	7,971,669
Balance at December 31, 2011		252,639		$	766,595		$	48,356		$	6,676,444		$	(10,553	)	$	(74,321	)	$	691,331		$	8,097,852
Employee related equity activity
Amortization of share-based compensation		—			—			288,~~782~~753			—			—			—			—			288,~~782~~753
Issuance of share-based compensation shares		~~428~~352			1,~~284~~067			(1,~~276~~067	)		—			—			—			—			8—
Exercise of stock options		~~606~~113			~~1,722~~329			102,~~949~~292			—			—			—			—			122,~~671~~621
Tax benefit of stock options exercised		—			—			~~1,174~~(142	)		—			—			—			—			~~1,174~~(142	)
Restricted shares forfeited or repurchased for taxes		(374	)		(1,138	)		1,138			—			(106,~~433~~451	)		—			—			(106,~~433~~451	)
Net income		—			—			—			~~394~~120,~~767~~175			—			—			26(6,~~931~~832	)		~~421~~113,~~698~~343
Par value reduction payments		—			(29,220	)		(7,150	)		—			—			—			—			(36,370	)
Equity contribution by joint venture partner		—			—			—			—			—			—			40,000			40,000
Par value reduction/dividend payments		—			(58,470	)		(13,427	)		(33,195	)		—			—			—			(105,092	)
Other comprehensive income, net		—			—			—			—			—			3,761			—			3,761
Dividends payable		—			—			—			(99,582	)		—			—			—			(99,582	)
Balance at March 31, 2012		252,730		$	737,633		$	52,180		$	6,796,619		$	(17,004	)	$	(70,560	)	$	724,499		$	8,223,367
Other comprehensive income, net		—			—			—			—			—			2,244			—			2,244
Balance at December 31, 2012		253,348		$	710,130		$	83,531		$	7,066,023		$	(21,069	)	$	(115,449	)	$	765,124		$	8,488,290
Balance at September 30, 2012		253,299		$	709,993		$	75,696		$	6,938,434		$	(20,986	)	$	(72,077	)	$	758,262		$	8,389,322
Employee related equity activity
Amortization of share-based compensation		—			—			10,155			—			—			—			—			10,155
Issuance of share-based compensation shares		592			1,663			(1,649	)		—			—			—			—			14
Exercise of stock options		74			207			1,702			—			—			—			—			1,909
Tax benefit of stock options exercised		—			—			(1,450	)		—			—			—			—			(1,450	)
Restricted shares forfeited or repurchased for taxes		—			—			—			—			(6,737	)		—			—			(6,737	)
Net income		—			—			—			150,060			—			—			17,653			167,713
Net change in dividends payable		—			—			—			(306	)		—			—			—			(306	)
Other comprehensive income, net		—			—			—			—			—			3,097			—			3,097
Balance at March 31, 2013		254,014		$	712,000		$	92,289		$	7,215,777		$	(27,806	)	$	(112,352	)	$	782,777		$	8,662,685

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(In thousands)

(Unaudited)

	September 30,2012			December 31,2011
	March 31,			December 31,
	2013			2012
ASSETS
Current assets
Cash and cash equivalents	$	~~213~~208,~~681~~043		$	~~235~~277,~~056~~375
Accounts receivable		~~791~~887,~~408~~759			~~587~~743,~~163~~673
Taxes receivable		~~118~~115,~~354~~567			75112,~~284~~310
Prepaid expenses		6195,~~536~~891			3341,~~105~~232
Other current assets		~~111~~112,~~433~~548			~~120~~122,~~109~~649
Total current assets		1,~~296~~419,~~412~~808			1,~~050~~297,~~717~~239
Property and equipment, at cost		1617,~~601~~293,~~975~~002			1516,~~505~~935,~~994~~147
Accumulated depreciation		(34,~~818~~137,~~729~~112	)		(3,~~404~~938,~~589~~518	)
Property and equipment, net		1213,~~783~~155,~~246~~890			12,~~101~~996,~~405~~629
Other assets		~~343~~276,~~852~~611			~~305~~276,~~283~~558
Total assets	$	14,~~423~~852,~~510~~309		$	1314,~~457~~570,~~405~~426
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	~~297~~319,~~969~~190		$	~~435~~349,~~729~~594
Accrued payroll and related costs		~~134~~107,~~010~~838			~~108~~123,~~908~~936
Interest payable		23,~~851~~701			5468,~~419~~436
Taxes payable		~~126~~143,~~112~~069			91130,~~190~~844
Other current liabilities		~~144~~169,~~267~~197			~~123~~158,~~399~~499
Total current liabilities		~~726~~762,~~209~~995			~~813~~831,~~645~~309
Long-term debt		4,~~639~~844,~~429~~193			4,~~071~~634,~~964~~375
Deferred income taxes		~~235~~223,~~851~~500			~~242~~226,~~791~~045
Other liabilities		~~353~~347,~~595~~395			~~255~~347,~~372~~615
Total liabilities		56,~~955~~178,~~084~~083			56,~~383~~039,~~772~~344
Commitments and contingencies
Shareholder equity
Ordinary shares; 261,246 shares outstanding		26,125			26,125
Capital in excess of par value		~~466~~476,~~028~~414			~~450~~470,~~616~~454
Retained earnings		7,~~290~~501,~~088~~262			67,~~979~~384,~~882~~828
Accumulated other comprehensive loss		(72112,~~077~~352	)		(74115,~~321~~449	)
Total shareholder equity		7,~~710~~891,~~164~~449			7,~~382~~765,~~302~~958
Noncontrolling interests		~~758~~782,~~262~~777			~~691~~765,~~331~~124
Total equity		8,~~468~~674,~~426~~226			8,~~073~~531,~~633~~082
Total liabilities and equity	$	14,~~423~~852,~~510~~309		$	1314,~~457~~570,~~405~~426

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(In thousands)

(Unaudited)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months Ended
	2012			2011			2012			2011
	March 31,
Operating revenues
	2013			2012
Contract drilling services	$	833,212		$	704,892		$	2,427,759		$	1,837,047
Operating revenues
Reimbursables		28,137			17,438			94,090			63,851
Contract drilling services	$	928,737		$	746,310
Labor contract drilling services		22,667			15,564			58,538			43,123
Reimbursables		21,174			35,141
Other		16			8			258			766
Labor contract drilling services		21,054			16,008
		884,032			737,902			2,580,645			1,944,787
Other		10			231
Operating costs and expenses
		970,975			797,690
Contract drilling services		444,225			349,626			1,280,969			980,662
Operating costs and expenses
Reimbursables		21,047			13,971			76,618			49,797
Contract drilling services		476,561			415,146
Labor contract drilling services		12,991			8,053			34,070			25,326
Reimbursables		14,922			30,601
Depreciation and amortization		194,595			165,719			548,271			486,010
Labor contract drilling services		12,249			9,232
Selling, general and administrative		15,487			17,637			44,964			48,810
Depreciation and amortization		205,751			170,573
Loss on impairment		—			—			18,345			—
General and administrative		14,843			14,010
Gain on contract settlements/extinguishments, net		—			—			(33,255	)		(21,202	)
Gain on contract extinguishment		(1,800	)		—
		688,345			555,006			1,969,982			1,569,403
		722,526			639,562
Operating income		~~195~~248,~~687~~449			~~182~~158,~~896~~128			~~610,663~~			~~375,384~~
Other income (expense)
Interest expense, net of amount capitalized		(2527,~~635~~301	)		(1110,~~530~~496	)		~~(56,783~~	)		~~(45,400~~	)
Interest income and other, net		~~1,361~~63			1,~~884~~399			~~4,368~~			~~3,978~~
Income before income taxes		~~171~~221,~~413~~211			~~173~~149,~~250~~031			~~558,248~~			~~333,962~~
Income tax provision		(2434,~~784~~014	)		(1721,~~298~~211	)		~~(91,972~~	)		~~(41,480~~	)
Net income		~~146~~187,~~629~~197			~~155~~127,~~952~~820			~~466,276~~			~~292,482~~
Net income attributable to noncontrolling interests		(14,906	)		(238	)		(26,931	)		(290	)
Net (income) loss attributable to noncontrolling interests		(17,653	)		6,832
Net income attributable to Noble Corporation	$	~~131~~169,~~723~~544		$	~~155~~134,~~714~~652		$	~~439,345~~		$	~~292,192~~

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months Ended
	2012			2011			2012			2011
	March 31,
Net income	$	146,629		$	155,952		$	466,276		$	292,482
	2013			2012
Other comprehensive income (loss), net of tax
Net income	$	187,197		$	127,820
Foreign currency translation adjustments		2,033			(4,929	)		(4,994	)		(547	)
Other comprehensive income (loss), net of tax
Gain (loss) on foreign currency forward contracts		—			(9,654	)		3,061			(7,141	)
Foreign currency translation adjustments		2,657			(41	)
Loss on interest rate swaps		—			—			—			(366	)
Foreign currency forward contracts		(1,202	)		2,417
Amortization of deferred pension plan amounts (net of tax provision of $790 and $356 for the three months ended September 30, 2012 and 2011, respectively, and $2,157 and $1,061 for the nine months ended September 30, 2012 and 2011, respectively)		1,351			687			4,177			2,062
Amortization of deferred pension plan amounts (net of tax provision of $730 in 2013 and $720 in 2012)		1,642			1,385
Other comprehensive income/(loss), net		3,384			(13,896	)		2,244			(5,992	)
Other comprehensive income, net		3,097			3,761
Net comprehensive income attributable to noncontrolling interests		(14,906	)		(238	)		(26,931	)		(290	)
Net comprehensive (income) loss attributable to noncontrolling interests		(17,653	)		6,832
Comprehensive income attributable to Noble Corporation	$	~~135~~172,~~107~~641		$	~~141~~138,~~818~~413		$	~~441,589~~		$	~~286,200~~

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months EndedSeptember 30,
	Three Months Ended
	2012			2011
	March 31,
	2013			2012
Cash flows from operating activities
Net income	$	~~466~~187,~~276~~197		$	~~292~~127,~~482~~820
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		~~548~~205,~~271~~751			~~486~~170,~~010~~573
Loss on impairment		18,345			—
Deferred income taxes		(2,735	)		(4,075	)
Gain on contract extinguishments, net		—			(21,202	)
Capital contribution by parent—share-based compensation		5,960			5,070
Deferred income taxes		(16,090	)		(34,549	)
Net change in other assets and liabilities		(181,915	)		(190,502	)
Capital contribution by parent- shared-based compensation		15,412			15,150
Net cash from operating activities		214,258			108,886
Net change in other assets and liabilities		(75,357	)		(250,433	)
Net cash from operating activities		956,857			487,458
Cash flows from investing activities
Capital expenditures		(1371,~~245,671~~953	)		(1364,~~967,618~~243	)
Change in accrued capital expenditures		(~~195~~66,~~044~~312	)		(48127,~~782~~393	)
Refund from contract extinguishments		—			18,642
Net cash from investing activities		(438,265	)		(491,636	)
Net cash from investing activities		(1,440,715	)		(1,997,758	)
Cash flows from financing activities
Change in bank credit facilities, net		(630,000	)		675,000
Net change in borrowings outstanding on bank credit facilities		209,680			(825,000	)
Proceeds from issuance of senior notes, net of debt issuance costs		~~1,186,636~~—			1,~~087~~186,~~833~~636
Contributions from joint venture partners		~~40,000~~—			~~481~~40,000
Payments of joint venture debt		—			(693,494	)
Financing costs on credit facilities		(1,895	)		—
Settlement of interest rate swaps		—			(29,032	)
Distributions to parent company, net		(53,110	)		(52,727	)
Financing costs on credit facilities		(5,014	)		(2,835	)
Net cash from financing activities		154,675			348,909
Distributions to parent company, net		(129,139	)		(149,566	)
Net change in cash and cash equivalents		(69,332	)		(33,841	)
Net cash from financing activities		462,483			1,368,906
Cash and cash equivalents, beginning of period		277,375			235,056
Net change in cash and cash equivalents		(21,375	)		(141,394	)
Cash and cash equivalents, end of period	$	208,043		$	201,215
Cash and cash equivalents, beginning of period		235,056			333,399
Cash and cash equivalents, end of period	$	213,681		$	192,005

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

(In thousands)

(Unaudited)

										Accumulated
					Capital in					Other
	Shares				Excess of		Retained			Comprehensive			Noncontrolling			Total
	Balance		Par Value		Par Value		Earnings			Loss			Interests			Equity
Balance at December 31, 2010		261,246	$	26,125	$	416,232	$	6,743,887		$	(50,220	)	$	124,631		$	7,260,655
Net income		—		—		—		292,192			—			290			292,482
Capital contributions by parent— share-based compensation		—		—		15,150		—			—			—			15,150
Distributions to parent		—		—		—		(149,566	)		—			—			(149,566	)
Settlement of FIN48 provision		—		—		15,658		—			—			—			15,658
Noncontrolling interest contributions		—		—		—		—			—			518,973			518,973
Other comprehensive income, net		—		—		—		—			(5,992	)		—			(5,992	)
Balance at September 30, 2011		261,246	$	26,125	$	447,040	$	6,886,513		$	(56,212	)	$	643,894		$	7,947,360
Balance at December 31, 2011		261,246	$	26,125	$	450,616	$	6,979,882		$	(74,321	)	$	691,331		$	8,073,633
Net income		—		—		—		~~439~~134,~~345~~652			—			26(6,~~931~~832	)		~~466~~127,~~276~~820
Capital contributions by parent— share-based compensation		—		—		155,~~412~~070		—			—			—			155,~~412~~070
Distributions to parent		—		—		—		(~~129~~52,~~139~~727	)		—			—			(~~129~~52,~~139~~727	)
Noncontrolling interest contributions		—		—		—		—			—			40,000			40,000
Other comprehensive loss, net		—		—		—		—			2,244			—			2,244
Other comprehensive income, net		—		—		—		—			3,761			—			3,761
Balance at September 30, 2012		261,246	$	26,125	$	466,028	$	7,290,088		$	(72,077	)	$	758,262		$	8,468,426
Balance at March 31, 2012		261,246	$	26,125	$	455,686	$	7,061,807		$	(70,560	)	$	724,499		$	8,197,557
Balance at December 31, 2012		261,246	$	26,125	$	470,454	$	7,384,828		$	(115,449	)	$	765,124		$	8,531,082
Net income		—		—		—		169,544			—			17,653			187,197
Capital contributions by parent— share-based compensation		—		—		5,960		—			—			—			5,960
Distributions to parent		—		—		—		(53,110	)		—			—			(53,110	)
Other comprehensive income, net		—		—		—		—			3,097			—			3,097
Balance at March 31, 2013		261,246	$	26,125	$	476,414	$	7,501,262		$	(112,352	)	$	782,777		$	8,674,226

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Note 1 — Organization and Basis of Presentation

Noble Corporation, a Swiss corporation (“Noble-Swiss”), is a leading ~~provider of~~ offshore ~~contract~~ drilling ~~services~~ contractor for the oil and gas industry. ~~Our~~We perform contract drilling services with our fleet of 79 mobile offshore drilling units ~~consists~~located ofworldwide. 14We ~~semisubmersibles,~~also 14own ~~drillships,~~one 49floating ~~jackups~~production storage and ~~two~~offloading ~~submersibles~~unit. ~~Additionally~~At March 31, we2013, ~~have~~our ~~one~~fleet ~~floating~~consisted ~~production~~of ~~storage~~14 semisubmersibles, ~~and~~14 ~~offloading~~drillships, ~~unit.~~49 ~~Our fleet~~jackups ~~includes~~and two submersibles, including 11 units under construction as follows:

•

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

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

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

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

The accompanying unaudited consolidated financial statements of Noble-Swiss and Noble-Cayman have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) as they pertain to Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, ~~2011~~2012 Consolidated Balance Sheets presented herein are derived from the December 31, ~~2011~~2012 audited consolidated financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012, filed by both Noble-Swiss and Noble-Cayman. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

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

Note 2 — Consolidated Joint Ventures

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

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

~~At September 30,~~The ~~2012, the~~ combined carrying amount of the Bully-class drillships ~~was~~at both March 31, 2013 and December 31, 2012 totaled $1.54 billion,. ~~which~~These ~~was~~assets were primarily funded through ~~partners’~~partner equity contributions. During 2012, these rigs commenced operations. Revenues related to these joint ventures for the three months ended March 31, 2013 and 2012 were $90 million and $6 million, respectively. Net income totaled $37 million for the three months ended March 31, 2013 as compared to a net loss of $14 million for the three months ended March 31, 2012.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Note 3 — Share Data

Share capital

The following is a detail of Noble-Swiss’ ~~authorized~~ share capital as of ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012:

	September 30,2012		December 31,2011
	March 31,		December 31,
Shares outstanding and trading		252,713		252,352
	2013		2012
Treasury shares		586		287
Shares outstanding and trading		253,259		252,759
Total shares outstanding		253,299		252,639
Treasury shares		755		589
Treasury shares held for share-based compensation plans		12,851		13,511
Total shares outstanding		254,014		253,348
Treasury shares held for share-based compensation plans		12,136		12,802
Total shares authorized for issuance		266,150		266,150
Par value per share (in Swiss Francs)		3.15		3.4115

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

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

In April 2012, our shareholders approved the payment of a dividend aggregating $0.52 per share to be paid in four equal installments ~~the first of which was paid in August 2012, with the remaining three installments to be paid in November 2012, February 2013 and May 2013, respectively~~. ~~These dividends will require us to make cash payments of approximately $33 million during the fourth quarter of 2012, based on the number of shares currently~~At ~~outstanding. As of September~~March 3031, ~~2012~~2013, we had $~~100~~33 million of dividends payable outstanding on this obligation. ~~Any additional issuances of shares would further increase our obligation.~~

In April 2013, our shareholders approved the payment of a dividend aggregating $1.00 per share to be paid in four equal installments currently scheduled for August 2013, November 2013, February 2014 and May 2014. Our Board of Directors has the authority to accelerate the payment of any installment, or portions thereof, at its sole discretion at any time prior to payment of the final installment.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Earnings per share

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

Three months ended

~~Nine months ended~~

September 30,

March 31,

2012

2011

2012

2011

2013

2012

Allocation of net income

Basic

Net income attributable to Noble Corporation

~~114~~150,~~774~~060

~~135~~120,~~317~~175

~~394,767~~

~~243,895~~

Earnings allocated to unvested share-based payment awards

(1,~~192~~667

)

(1,~~415~~126

)

~~(4,008~~

)

~~(2,487~~

)

Net income to common shareholders—basic

~~113~~148,~~582~~393

~~133~~119,~~902~~049

~~390,759~~

~~241,408~~

Diluted

Net income attributable to Noble Corporation

~~114~~150,~~774~~060

~~135~~120,~~317~~175

~~394,767~~

~~243,895~~

Earnings allocated to unvested share-based payment awards

(1,~~190~~664

)

(1,~~412~~125

)

~~(4,002~~

)

~~(2,481~~

)

Net income to common shareholders—diluted

~~113~~148,~~584~~396

~~133~~119,~~905~~050

~~390,765~~

~~241,414~~

Weighted average shares outstanding—basic

~~252~~253,~~657~~073

251,~~580~~971

~~252,339~~

~~251,327~~

Incremental shares issuable from assumed exercise of stock options

~~317~~268

~~449~~491

~~385~~

~~640~~

Weighted average shares outstanding—diluted

~~252~~253,~~974~~341

252,~~029~~462

~~252,724~~

~~251,967~~

Weighted average unvested share-based payment awards

2,~~651~~844

2,~~658~~407

~~2,588~~

~~2,589~~

Earnings per share

Basic

0.4559

0.5347

~~1.55~~

~~0.96~~

Diluted

0.4559

0.5347

~~1.55~~

~~0.96~~

Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. AtFor ~~both~~the ~~September~~three months ended March 3031, ~~2012~~2013 and ~~2011~~2012, stock options ~~totaling~~representing approximately 1.0 million and 1.2 million shares, respectively, were excluded from the diluted earnings per share as they were not dilutive.

Note 4 — ~~Property~~Receivables ~~and~~from ~~Equipment~~Customers

~~Property~~At ~~and~~March 31, ~~equipment~~2013, atwe ~~cost,~~had asreceivables of ~~September 30~~approximately $14 million related to the Noble Max Smith, ~~2012~~which are being disputed by our customer, Pemex Exploracion y Produccion (“Pemex”). These receivables have been classified as long-term and ~~December 31~~are included in “Other assets” on our Consolidated Balance Sheet. The disputed amounts relate to lost revenues for downtime that occurred after our rig was damaged when one of Pemex’s supply boats collided with our rig in 2010. In January 2012, ~~2011~~we ~~consisted~~filed a lawsuit against Pemex in Mexican court seeking recovery of ~~the~~these ~~following:~~amounts. While we can make no assurances as to the outcome of this dispute, we believe we are entitled to the disputed amounts.

	September 30,		December 31,
	2012		2011
Drilling equipment and facilities	$	13,449,855	$	10,974,943
Construction in progress		2,991,487		4,367,750
Other		196,284		197,485
	$	16,637,626	$	15,540,178

Note 5 — Property and Equipment

~~Capital~~Property ~~expenditures~~and equipment, ~~including~~at ~~capitalized interest~~cost, ~~totaled~~as ~~$1.2~~of ~~billion and $2.0 billion for the nine months ended September~~March 3031, ~~2012~~2013 and ~~2011~~December 31, ~~respectively. Capital expenditures for the first nine months of~~ 2012 consisted of the following:

• $441 million for newbuild construction;


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

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

• $548 million for major projects, including $50 million in subsea related expenditures and $29 million to upgrade two drillships currently operating in Brazil;

• $150 million for other capitalized expenditures, including upgrades and replacements to drilling equipment, that generally have a useful life ranging from 3 to 5 years; and

• $108 million in capitalized interest.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

~~Interest~~Capital isexpenditures, including capitalized ~~on construction-in-progress at the weighted average cost of debt outstanding during the period of construction. Capitalized~~ interest, ~~was~~totaled $31372 million and $~~108~~ 365 million for the three ~~and nine~~ months ended ~~September~~March 3031, 2013 and 2012, respectively,. asCapital ~~compared~~expenditures ~~to $32 million and $88 million~~ for the first three ~~and~~months ~~nine~~of ~~months ended~~2013 ~~September 30,~~consisted ~~2011.~~of the following:

~~Note~~• 5$138 —million ~~Loss~~for onnewbuild ~~Impairment~~ construction;

~~During~~• the second quarter of 2012, we determined that our submersible rig fleet, consisting of two cold stacked rigs, was partially impaired due to the declining market outlook for drilling services for this rig type. We estimated the fair value of the rigs based on the salvage value of the rigs and a recent transaction involving a similar unit owned by a peer company (Level 2 fair value measurement). Based on these estimates, we recognized a charge of approximately $13153 million for ~~the~~major ~~nine~~projects, ~~months~~including ~~ended~~subsea ~~September 30,~~related ~~2012.~~ expenditures;

~~Also,~~• ~~during~~$51 ~~the~~million ~~second~~for ~~quarter~~other ofcapitalized ~~2012~~expenditures, weincluding ~~determined~~upgrades ~~that~~and ~~certain~~replacements ~~corporate~~to ~~assets~~drilling ~~were~~equipment ~~partially~~that ~~impaired~~generally ~~due~~have to a ~~declining~~useful ~~market~~life ~~for,~~ranging ~~and~~from ~~the~~3 ~~potential~~to disposal of, the assets. We estimated the fair value of the asset based on recent transactions involving similar units in the market (Level 2 fair value measurement). Based on these estimates, we recognized a charge of approximately $5 ~~million~~years; ~~for the nine months ended September 30, 2012.~~ and

~~Note~~• 6$30 —million ~~Gain~~in oncapitalized ~~Contract Settlements/Extinguishments, net~~ interest.

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

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

InTotal ~~February~~debt ~~2011,~~consisted ~~the outstanding balances~~ of the ~~Bully~~following ~~joint venture~~at ~~credit facilities~~March 31, ~~which~~2013 ~~totaled $693 million, were repaid in full~~ and ~~the credit facilities terminated using a portion of the proceeds from our February 2011 debt offering and equity contributions from our joint venture partner. In addition~~December 31, ~~the~~2012: related interest rate swaps were settled and terminated concurrent with the repayment and termination of the credit facilities. As a result of these transactions, we recognized a gain of approximately $1.3 million during the first quarter of 2011.

Note 7 — Receivables from Customers


	March 31,		December 31,
	2013		2012
Senior unsecured notes:
5.875% Senior Notes due 2013	$	299,994	$	299,985
7.375% Senior Notes due 2014		249,839		249,799
3.45% Senior Notes due 2015		350,000		350,000
3.05% Senior Notes due 2016		299,955		299,952
2.50% Senior Notes due 2017		299,861		299,852
7.50% Senior Notes due 2019		201,695		201,695
4.90% Senior Notes due 2020		498,929		498,900
4.625% Senior Notes due 2021		399,539		399,527
3.95% Senior Notes due 2022		399,115		399,095
6.20% Senior Notes due 2040		399,892		399,891
6.05% Senior Notes due 2041		397,622		397,613
5.25% Senior Notes due 2042		498,263		498,257

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

Total long-term debt	$	4,844,193	$	4,634,375

InCredit ~~June~~Facilities 2010, a subsidiary of Frontier, which we acquired in July 2010, entered into a charter contract with a subsidiary of BP PLC (“BP”) for the Seillean with a term of a minimum of 100 days. The unit went on hire on July 23, 2010. In October 2010, BP initiated an arbitration proceeding against us claiming the contract was void ab initio, or never existed, due to a fundamental breach and ~~has~~Commercial ~~made~~Paper ~~other~~Program claims and demanded that we reimburse the amounts already paid to us under the charter. We believe BP owes us the amounts due under the charter. The charter contained a “hell or high water” provision requiring payment, and we believe we satisfied our obligations under the charter. Outstanding receivables related to this charter totaled $35 million as of September 30, 2012. We recently received a favorable summary judgment ruling upholding the charter agreement and requiring BP to pay us the outstanding amounts, however, this matter has not been finally resolved because the ruling allows BP the opportunity to make a damages claim under the charter agreement. These receivables continue to be classified as long-term and are included in “Other assets” on our Consolidated Balance Sheet. We can make no assurances as to the outcome of this dispute.

We currently have two separate credit facilities with an aggregate maximum available capacity of $2.3 billion, one credit facility matures in 2015 and the other matures in 2017 (together referred to as the “Credit Facilities”). In January 2013, we increased the maximum amount available under our credit facility maturing in 2015 from $600 million to $800 million and the maximum amount available under our credit facility maturing in 2017 from $1.2 billion to $1.5 billion. We have established a commercial paper program, which allows us to issue up to $1.8 billion in unsecured commercial paper notes. Amounts issued under the commercial paper program are supported by the unused capacity under our Credit Facilities and, as such, are classified as long-term on our Consolidated Balance Sheet. At March 31, 2013, we had approximately $1.75 billion of capacity under the Credit Facilities.

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

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

~~Note~~In 8February —2012, ~~Debt~~we issued, through our indirect wholly-owned subsidiary, Noble Holding International Limited (“NHIL”), $1.2 billion aggregate principal amount of senior notes in three separate tranches, with $300 million of 2.50% Senior Notes due 2017, $400 million of 3.95% Senior Notes due 2022, and $500 million of 5.25% Senior Notes due 2042. The weighted average coupon of all three tranches is 4.13%. The net proceeds of approximately $1.19 billion, after expenses, were primarily used to repay the then outstanding balance on our Credit Facilities.

~~Total~~Our ~~debt~~5.875% ~~consisted~~Senior Notes mature during the second quarter of 2013. We anticipate using availability under our Credit Facilities or commercial paper program to repay the ~~following~~outstanding atbalance; ~~September 30~~therefore, ~~2012~~we ~~and~~continue ~~December~~to report the balance as long-term at March 31, ~~2011:~~2013.

	September 30,2012		December 31,2011
Wholly-owned debt instruments:
5.875% Senior Notes due 2013	$	299,975	$	299,949
7.375% Senior Notes due 2014		249,760		249,647
3.45% Senior Notes due 2015		350,000		350,000
3.05% Senior Notes due 2016		299,948		299,938
2.50% Senior Notes due 2017		299,844		—
7.50% Senior Notes due 2019		201,695		201,695
4.90% Senior Notes due 2020		498,870		498,783
4.625% Senior Notes due 2021		399,515		399,480
3.95% Senior Notes due 2022		399,075		—
6.20% Senior Notes due 2040		399,891		399,890
6.05% Senior Notes due 2041		397,605		397,582
5.25% Senior Notes due 2042		498,251		—
Credit facilities		345,000		975,000
Total long-term debt	$	4,639,429	$	4,071,964

Covenants

~~During~~The ~~June~~Credit ~~2012,~~Facilities weare ~~replaced~~guaranteed by our ~~$575 million credit facility scheduled to mature in 2013, with a new~~indirect ~~$1.2~~wholly-owned ~~billion credit facility~~subsidiaries, ~~which~~NHIL ~~matures~~and inNoble ~~2017.~~Drilling ~~The~~Corporation ~~new facility, combined with our existing $600 million credit facility that matures in 2015, gives us a total borrowing capacity under the two facilities~~ (~~together referred to as the~~ “~~Credit Facilities~~NDC”) ~~of $1~~.8 ~~billion.~~ The covenants and events of default under the Credit Facilities are substantially similar, and each facility contains a covenant that limits our ratio of debt to total tangible capitalization, as defined in the Credit Facilities, to 0.60. At ~~September~~March 3031, ~~2012~~2013, our ratio of debt to total tangible capitalization was ~~less~~approximately ~~than~~ 0.36. We were in compliance with all covenants under the Credit Facilities as of ~~September~~ March 3031, ~~2012~~2013.

~~The~~In addition to the covenants from the Credit Facilities ~~provide~~noted usabove, ~~with~~the indentures governing our outstanding senior unsecured notes contain covenants that place restrictions on certain merger and consolidation transactions, unless we are the ~~ability~~surviving toentity ~~issue~~or upthe toother ~~$375~~party ~~million~~assumes inthe ~~letters~~obligations ofunder ~~credit~~the inindenture, and on the ~~aggregate.~~ability ~~The~~to ~~issuance~~sell ofor ~~letters~~transfer ofall ~~credit~~or ~~does~~substantially ~~not~~all ~~increase~~of our ~~borrowings~~assets. ~~outstanding~~In ~~under~~addition, ~~the~~there ~~Credit~~are ~~Facilities,~~restrictions ~~but~~on itincurring ~~does~~or ~~reduce~~assuming ~~the~~certain ~~amount~~liens ~~available~~and sale and lease-back transactions. At ~~September~~March 3031, ~~2012~~2013, we ~~had~~were noin ~~letters~~compliance with all of ~~credit~~our ~~outstanding~~debt ~~under~~covenants. We continually monitor compliance with the ~~Credit~~covenants ~~Facilities~~under our notes and, based on our expectations for 2013, expect to remain in compliance during the year.

~~During~~Fair ~~September~~Value 2012, we established a commercial paper program, which will allow us to issue up to $1.8 billion in unsecured commercial paper notes. Amounts issued under the commercial paper program are supported by the unused committed capacity under our Credit Facilities and, as such, are classified as long-term on our balance sheet. Subsequent to September 30, 2012, we began issuing notes under the program and had outstanding notes totaling $328 million as of ~~October 31,~~Debt ~~2012.~~

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

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

InThe ~~February~~following ~~2012,~~table wepresents ~~issued,~~the ~~through~~estimated ~~our~~fair ~~indirect~~value ~~wholly-owned subsidiary, Noble Holding International Limited (“NHIL”), $1.2 billion aggregate principal amount~~ of ~~senior~~our ~~notes~~long-term indebt ~~three~~as ~~separate tranches, with $300 million~~ of ~~2.50% Senior Notes due 2017~~ March 31, ~~$400~~2013 ~~million of 3.95% Senior Notes due 2022,~~ and ~~$500 million of 5.25% Senior Notes due 2042. The weighted average coupon of all three tranches is 4.13%. The net proceeds of approximately $1.19 billion~~December 31, ~~after expenses~~2012, ~~were~~respectively: ~~primarily used to repay the then outstanding balance on our Credit Facilities.~~

Our 5.875% Senior Notes mature during the second quarter of 2013. We anticipate using availability under our Credit Facilities to repay the outstanding balance; therefore, we continue to report the balance as long-term at September 30, 2012.


	March 31, 2013				December 31, 2012
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Senior unsecured notes:
5.875% Senior Notes due 2013	$	299,994	$	301,860	$	299,985	$	305,594
7.375% Senior Notes due 2014		249,839		265,191		249,799		269,008
3.45% Senior Notes due 2015		350,000		366,445		350,000		368,824
3.05% Senior Notes due 2016		299,955		312,637		299,952		316,268
2.50% Senior Notes due 2017		299,861		307,512		299,852		309,846
7.50% Senior Notes due 2019		201,695		251,615		201,695		249,358
4.90% Senior Notes due 2020		498,929		554,370		498,900		562,530
4.625% Senior Notes due 2021		399,539		435,232		399,527		442,776
3.95% Senior Notes due 2022		399,115		411,413		399,095		422,227
6.20% Senior Notes due 2040		399,892		448,844		399,891		477,327
6.05% Senior Notes due 2041		397,622		441,512		397,613		468,256
5.25% Senior Notes due 2042		498,263		503,988		498,257		533,422

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

Total long-term debt	$	4,844,193	$	5,150,108	$	4,634,375	$	5,065,245

~~The~~Note ~~indentures governing~~7 ~~our~~— ~~outstanding~~Income ~~senior~~Taxes unsecured notes contain covenants that place restrictions on certain merger and consolidation transactions, unless we are the surviving entity or the other party assumes the obligations under the indenture, and on the ability to sell or transfer all or substantially all of our assets. In addition, there are restrictions on incurring or assuming certain liens and sale and lease-back transactions. At September 30, 2012, we were in compliance with all our debt covenants. We continually monitor compliance with the covenants under our Credit Facilities and senior notes and, based on our expectations for 2012, expect to remain in compliance during the year.

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

~~Fair~~It ~~value~~is ~~represents~~possible ~~the~~that ~~amount~~our atexisting ~~which~~liabilities anrelated ~~instrument~~to ~~could~~our bereserves ~~exchanged~~for inuncertain atax ~~current~~positions ~~transaction~~may increase ~~between~~or ~~willing~~decrease ~~parties.~~in ~~The~~the ~~estimated~~next ~~fair~~12 ~~value~~months ofprimarily ~~our~~due ~~senior~~to ~~notes was based on~~ the ~~quoted~~completion ~~market prices~~of ~~for~~open ~~similar~~audits ~~issues~~ or on the ~~current~~expiration ~~rates~~of ~~offered~~statutes ~~to us for debt~~ of ~~similar~~limitation. ~~remaining~~However, ~~maturities~~we ~~(Level~~cannot 2reasonably ~~measurement).~~estimate ~~The~~a ~~following~~range ~~table~~of ~~presents~~changes ~~the~~in ~~estimated~~our ~~fair~~existing ~~value~~liabilities ofdue ~~our~~to ~~long-term~~various uncertainties, ~~debt~~such as ofthe ~~September 30,~~unresolved ~~2012~~nature ~~and December 31,~~of ~~2011~~various audits.

	September 30, 2012				December 31, 2011
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Wholly-owned debt instruments
5.875% Senior Notes due 2013	$	299,975	$	308,949	$	299,949	$	317,586
7.375% Senior Notes due 2014		249,760		272,063		249,647		278,966
3.45% Senior Notes due 2015		350,000		369,921		350,000		363,571
3.05% Senior Notes due 2016		299,948		314,142		299,938		306,057
2.50% Senior Notes due 2017		299,844		309,118		—		—
7.50% Senior Notes due 2019		201,695		249,768		201,695		248,623
4.90% Senior Notes due 2020		498,870		559,783		498,783		531,437
4.625% Senior Notes due 2021		399,515		440,799		399,480		416,847
3.95% Senior Notes due 2022		399,075		420,137		—		—
6.20% Senior Notes due 2040		399,891		466,331		399,890		450,017
6.05% Senior Notes due 2041		397,605		461,733		397,582		443,308
5.25% Senior Notes due 2042		498,251		533,637		—		—
Credit Facilities		345,000		345,000		975,000		975,000
Total long-term debt	$	4,639,429	$	5,051,381	$	4,071,964	$	4,331,412

Note 8 — Employee Benefit Plans

~~Note~~Pension 9costs —include ~~Income~~the ~~Taxes~~following components:

At December 31, 2011, the reserves for uncertain tax positions totaled $118 million (net of related tax benefits of $8 million). At September 30, 2012, the reserves for uncertain tax positions totaled $124 million (net of related tax benefits of $10 million). If the September 30, 2012 reserves are not realized, the provision for income taxes would be reduced by $124 million in future periods.


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

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

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

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

ItNote is9 ~~possible~~— ~~that~~Derivative ~~our~~Instruments ~~existing~~and ~~liabilities~~Hedging ~~related~~Activities to our reserve for uncertain tax positions may increase or decrease in the next twelve months primarily due to the completion of open audits or the expiration of statutes of limitation. However, we cannot reasonably estimate a range of changes in our existing liabilities due to various uncertainties, such as the unresolved nature of various audits.

~~Note~~We 10periodically —enter ~~Employee~~into ~~Benefit~~derivative ~~Plans~~instruments to manage our exposure to fluctuations in interest rates and foreign currency exchange rates. We have documented policies and procedures to monitor and control the use of derivative instruments. We do not engage in derivative transactions for speculative or trading purposes, nor are we a party to leveraged derivatives.

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

	Three Months Ended September 30,
	2012						2011
	Non-U.S.			U.S.			Non-U.S.			U.S.
Service cost	$	1,072		$	2,431		$	1,141		$	2,152
Interest cost		1,317			2,196			1,433			2,143
Return on plan assets		(1,313	)		(2,793	)		(1,449	)		(2,768	)
Amortization of prior service cost		—			57			—			57
Amortization of transition obligation		—			—			19			—
Recognized net actuarial loss		199			1,885			123			844
Net pension expense	$	1,275		$	3,776		$	1,267		$	2,428
	Nine Months Ended September 30,
	2012						2011
	Non-U.S.			U.S.			Non-U.S.			U.S.
Service cost	$	3,306		$	7,237		$	3,387		$	6,456
Interest cost		4,025			6,556			4,256			6,428
Return on plan assets		(4,001	)		(8,379	)		(4,306	)		(8,304	)
Amortization of prior service cost		—			171			—			170
Amortization of transition obligation		—			—			56			—
Recognized net actuarial loss		600			5,563			366			2,531
Net pension expense	$	3,930		$	11,148		$	3,759		$	7,281

Cash Flow Hedges

~~During~~Our ~~the~~North ~~three~~Sea and ~~nine~~Brazil ~~months~~operations ~~ended~~have ~~September 30,~~a significant ~~2012~~amount of their cash operating expenses payable in local currencies. To limit the potential risk of currency fluctuations, we ~~made~~periodically ~~contributions~~enter tointo ~~our~~forward ~~pension plans~~contracts ~~totaling~~settling $3monthly ~~million~~in ~~and~~their ~~$13~~respective ~~million~~local currencies, ~~respectively~~all of which have a maturity of less than 12 months. WeThe ~~expect~~forward contract settlements in the ~~funding~~remainder toof ~~our~~2013 ~~non-U~~represent approximately 59 percent of these forecasted local currency requirements.S. ~~and~~The notional amount of the forward contracts outstanding, expressed in U.S. ~~plans~~Dollars, inwas ~~2012,~~approximately ~~subject~~$124 tomillion ~~applicable~~at ~~law~~March 31, 2013. Total unrealized loss related to bethese forward contracts was approximately $171 million as of March 31, 2013 and was recorded as part of “Accumulated other comprehensive loss” (“AOCL”).

~~Note~~The 11balance —of ~~Derivative~~the ~~Instruments~~net unrealized loss related to our cash flow hedges included in AOCL and related ~~Hedging~~activity ~~Activities~~is as follows:

We periodically enter into derivative instruments to manage our exposure to fluctuations in interest rates and foreign currency exchange rates. We have documented policies and procedures to monitor and control the use of derivative instruments. We do not engage in derivative transactions for speculative or trading purposes, nor are we a party to leveraged derivatives. During the nine months ended September 30, 2011, we maintained certain foreign currency forward contracts that did not qualify under the Financial Accounting Standards Board (“FASB”) standards for hedge accounting treatment and therefore, changes in fair values were recognized as either income or loss in our consolidated income statement.


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

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

~~For~~Financial ~~foreign~~Statement ~~currency~~Presentation forward contracts, hedge effectiveness is evaluated at inception based on the matching of critical terms between derivative contracts and the hedged item. For interest rate swaps, we evaluate all material terms between the swap and the underlying debt obligation, known in FASB standards as the “long-haul method.” Any change in fair value resulting from ineffectiveness is recognized immediately in earnings.

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


		Estimated fair value
	Balance sheet classification	March 31, 2013		December 31, 2012
Asset derivatives
Cash flow hedges
Short-term foreign currency forward contracts	Other current assets	$	776	$	—
Liability derivatives
Cash flow hedges
Short-term foreign currency forward contracts	Other current liabilities	$	1,978	$	—

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Our North Sea and Brazil operations have a significant amount of their cash operating expenses payable in local currencies. To limit the potential risk of currency fluctuations, we have historically maintained short-term forward contracts settling monthly in their respective local currencies. At September 30, 2012, we had no outstanding derivative contracts.


	Gain/(loss) recognized through AOCL					Gain/(loss) reclassified from AOCL to “other income”				Gain/(loss) recognized through “other income”
	2013			2012		2013		2012		2013		2012
Cash flow hedges
Foreign currency forward contracts	$	(1,202	)	$	299	$	—	$	2,118	$	—	$	—

~~The~~Note ~~balance~~10 of— ~~the~~Fair ~~net~~Value ~~unrealized~~of ~~gain/(loss)~~Financial ~~related~~Instruments ~~to our cash flow hedges included in “Accumulated other comprehensive loss” (“AOCL”) and related activity is as follows:~~

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2012		2011			2012			2011
Net unrealized gain/(loss) at beginning of period	$	—	$	4,117		$	(3,061	)	$	1,970
Activity during period:
Settlement of foreign currency forward contracts during the period		—		(2,054	)		3,061			(1,604	)
Settlement of interest rate swaps during the period		—		—			—			(366	)
Net unrealized loss on outstanding foreign currency forward contracts		—		(7,600	)		—			(5,537	)
Net unrealized gain/(loss) at end of period	$	—	$	(5,537	)	$	—		$	(5,537	)

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

Financial Statement Presentation


	March 31, 2013
			Estimated Fair Value Measurements
			Quoted		Significant
			Prices in		Other		Significant
			Active		Observable		Unobservable
	Carrying		Markets		Inputs		Inputs
	Amount		(Level 1)		(Level 2)		(Level 3)
Assets—
Marketable securities	$	6,086	$	6,086	$	—	$	—
Foreign currency forward contracts		776		—		776		—
Liabilities—
Foreign currency forward contracts	$	1,978	$	—	$	1,978	$	—

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

December 31, 2012

Estimated Fair Value Measurements

Quoted

Significant

Prices in

Other

Significant

Active

Observable

Unobservable

Carrying

Markets

Inputs

Amount

(Level 1)

(Level 2)

(Level 3)

Assets—

Marketable securities

5,816

—

		Estimated fair value
	Balance sheet classification	September 30,2012		December 31,2011
Liability derivatives
Cash flow hedges
Short-term foreign currency forward contracts	Other current liabilities	$	—	$	3,061

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

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

	Gain/(loss) recognizedthrough AOCL					Gain/(loss) reclassifiedfrom AOCL to “otherincome”					Gain/(loss) recognizedthrough “other income”
	2012		2011			2012		2011			2012		2011
Cash flow hedges
Foreign currency forward contracts	$	—	$	(7,600	)	$	—	$	(2,054	)	$	—	$	—

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

~~To supplement the fair value disclosures in~~ Note ~~12,~~11 ~~the~~— ~~following~~Accumulated ~~summarizes~~Other ~~the recognized~~Comprehensive ~~gains~~Loss ~~and losses of cash flow hedges and non-designated derivatives through AOCL or through “other income” for the nine months ended September 30, 2012 and 2011:~~

	Gain/(loss) recognizedthrough AOCL					Gain/(loss) reclassifiedfrom AOCL to “otherincome”					Gain/(loss) recognizedthrough “other income”
	2012		2011			2012		2011			2012		2011
Cash flow hedges
Foreign currency forward contracts	$	—	$	(5,537	)	$	3,061	$	(1,604	)	$	—	$	—
Interest rate swaps		—		—			—		(366	)		—		—
Non-designated derivatives
Foreign currency forward contracts	$	—	$	—		$	—	$	—		$	—	$	(546	)

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

Note 12 — Fair Value of Financial Instruments


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

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

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

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

~~The~~(1) ~~following~~Losses ~~table~~on ~~presents~~cash ~~the~~flow ~~carrying~~hedges ~~amount~~are ~~and~~related ~~estimated~~to ~~fair~~our ~~value~~foreign ofcurrency ~~our~~forward ~~financial~~contracts. ~~instruments~~Reclassifications from AOCL are recognized ~~at fair~~through ~~value~~“other income” on aour ~~recurring~~Consolidated ~~basis:~~Statement of Income. See Note 9 for additional information.

	September 30, 2012								December 31, 2011
			Estimated Fair Value Measurements
			Quoted		Significant
			Prices in		Other		Significant
			Active		Observable		Unobservable
	Carrying		Markets		Inputs		Inputs		Carrying		Estimated
	Amount		(Level 1)		(Level 2)		(Level 3)		Amount		Fair Value
Assets—
Marketable securities	$	5,745	$	5,745	$	—	$	—	$	4,701	$	4,701
Liabilities—
Foreign currency forward contracts	$	—	$	—	$	—	$	—	$	3,061	$	3,061

(2)

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

AtNote ~~the~~12 ~~time~~— ofCommitments ~~valuation, the derivative instruments were valued using actively quoted prices~~ and ~~quotes obtained~~Contingencies from the counterparties to the derivative instruments. Our cash and cash equivalents, accounts receivable and accounts payable are by their nature short-term. As a result, the carrying values included in the accompanying Consolidated Balance Sheets approximate fair value.

Note 13 — Commitments and Contingencies

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

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

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

In ~~August~~November ~~2007~~2012, wethe ~~entered~~U.S. ~~into~~Coast aGuard ~~drilling~~in ~~contract~~Alaska ~~with~~conducted ~~Marathon~~an ~~Oil~~inspection ~~Company~~of our ~~(“Marathon”)~~drillship, ~~for~~ the Noble ~~Jim~~Discoverer, ~~Day~~and cited a number of deficiencies to ~~operate~~be inremediated, including issues relating to the ~~U.S.~~main ~~Gulf~~propulsion ofand ~~Mexico~~safety management system. OnWe ~~January 1,~~initiated ~~2011,~~a ~~Marathon~~comprehensive ~~provided~~effort ~~notice~~to ~~that~~address itthe ~~was~~deficiencies ~~terminating~~identified by the ~~contract.~~Coast ~~Marathon’s~~Guard ~~stated~~and ~~reason~~commenced ~~for~~an ongoing dialogue with the ~~termination~~agency ~~was~~to ~~that~~keep ~~the~~it ~~rig~~apprised ~~had not~~of ~~been~~our ~~accepted~~progress. byWe ~~Marathon~~began byan ~~December 31,~~internal ~~2010~~investigation in conjunction with the Coast Guard inspection, and ~~Marathon~~the ~~also~~Coast ~~maintained~~Guard ~~that~~then abegan ~~force~~its ~~majeure~~own ~~condition~~investigation. ~~existed~~We reported ~~under~~certain potential violations of applicable law to the ~~contract.~~Coast ~~The~~Guard ~~contract~~identified ~~contained~~as a ~~provision~~result ~~allowing~~of ~~Marathon~~our internal investigation. These related to ~~terminate~~what ifwe ~~the~~believe ~~rig~~were ~~had~~certain ~~not~~unauthorized ~~commenced~~disposals of collected deck and sea water from the Noble ~~operations~~Discoverer, bycollected, ~~December 31~~treated deck water from the Kulluk and potential record-keeping issues with the oil record books for the Noble Discoverer, ~~2010~~Kulluk and other rigs and with the garbage log for the Kulluk. WeThe ~~believe~~Coast Guard referred the ~~rig~~Noble ~~was~~Discoverer ~~ready~~matter to ~~commence~~the ~~operations~~U.S. Department of Justice (“DOJ”) for further investigation, and ~~should~~we have also been ~~accepted~~informed bythat ~~Marathon.~~the ~~The~~Coast ~~contract~~Guard ~~term~~has ~~was~~referred ~~for~~the ~~four~~Kulluk ~~years~~matter to the DOJ. NoWe ~~revenue~~are ~~has~~cooperating ~~been~~with the ~~recognized~~DOJ ~~under~~and ~~this~~Coast ~~contract~~Guard in connection with their investigation. We ~~have~~cannot ~~contracted~~predict when the ~~rig for~~DOJ ~~much~~and ofCoast Guard will conclude the ~~original~~investigation ~~term~~and cannot provide any assurances with ~~other~~respect ~~customers~~to the outcome. InIf ~~March~~the ~~2011~~DOJ or Coast Guard determines that violations of applicable law have occurred, wethey ~~filed~~could ~~suit~~seek incivil ~~Texas~~and ~~State~~criminal ~~District~~sanctions, ~~Court~~including monetary penalties, against ~~Marathon~~us ~~seeking~~and/or ~~damages~~certain ~~for~~of ~~its~~our ~~actions~~employees, as well as oversight of our operational compliance programs. ~~The~~Based ~~suit~~on isinformation obtained ~~proceeding~~to ~~and~~date, we believe it is ~~currently~~probable inthat ~~the~~we ~~discovery~~will ~~phase~~have to pay an amount to resolve this matter. WeHowever, ~~cannot~~we ~~provide assurance~~are asnot in a position to estimate the ~~outcome~~potential ofliability ~~this~~that ~~lawsuit~~may result and have not made any accrual in our consolidated financial statements at March 31, 2013.

WeIn ~~are~~January ~~from~~2012, ~~time~~we towere ~~time~~assessed a ~~party~~fine toby ~~various~~the ~~lawsuits~~Brazilian ~~that~~government ~~are incidental to our operations~~ in ~~which~~ the ~~claimants seek an unspecified~~ amount of R$1.8 ~~monetary~~million ~~damages~~(approximately ~~for personal injury~~$889,000) ~~including~~in ~~injuries~~connection ~~purportedly~~with ~~resulting~~the ~~from~~inadvertent ~~exposure~~discharge toof ~~asbestos on~~ drilling ~~rigs~~fluid ~~and~~from ~~associated facilities. At September 30, 2012, there were 29 asbestos related lawsuits in which we are~~ one of ~~many~~our ~~defendants.~~rigs ~~These~~offshore ~~lawsuits~~Brazil ~~have been filed~~ in ~~the~~September ~~United States in the states of Louisiana, Mississippi and Texas~~2011. We ~~intend~~have toaccepted ~~vigorously~~and ~~defend~~paid ~~against~~ the ~~litigation~~assessment. ~~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.~~

WeIn ~~are~~October a2011, ~~defendant~~we inwere ~~certain~~assessed ~~claims~~a ~~and~~fine ~~litigation~~by ~~arising~~the ~~out~~Brazilian ofgovernment ~~operations~~ in the ~~ordinary~~amount ~~course~~ of ~~business~~R$238,000 ~~including~~(approximately ~~certain~~$118,000) ~~disputes~~in connection with ~~customers~~the ~~over~~inadvertent ~~receivables~~discharge ~~discussed~~of inapproximately ~~Note~~200 7,barrels ~~the resolution~~ of ~~which,~~drilling influid ~~the~~from ~~opinion~~one of ~~management, will not be material to~~ our ~~financial~~vessels ~~position,~~offshore ~~results~~Brazil ofin ~~operations~~November ~~or cash flows~~2010. ~~There~~We ishave ~~inherent~~accepted ~~risk in any litigation or dispute~~ and nopaid ~~assurance can be given as to~~ the ~~outcome of these claims~~assessment.

We ~~operate~~are infrom atime ~~number of countries throughout the world and our income tax returns filed in those jurisdictions are subject~~ to ~~review~~time ~~and~~a ~~examination~~party by tax authorities within those jurisdictions. The U.S. Internal Revenue Service (“IRS”) has completed its audit examination of our 2008 U.S. tax return and proposed adjustments and deficiencies with respect to ~~certain~~various ~~items~~lawsuits that ~~were~~are ~~reported~~incidental byto usour ~~for~~operations ~~the 2008 tax year. We believe that we have accurately reported all amounts~~ in ~~our~~which ~~2008 tax return, and have filed protests with~~ the ~~IRS~~claimants ~~Office~~seek ofan ~~Appeals contesting the examination team’s~~unspecified ~~proposed~~amount ~~adjustments. A~~of ~~conference~~monetary ~~has~~damages ~~been~~for ~~scheduled~~personal ininjury, ~~December~~including ~~2012~~injuries topurportedly ~~discuss~~resulting ~~these~~from ~~items.~~exposure ~~We intend~~ to ~~vigorously~~asbestos ~~defend~~on ~~our~~drilling ~~reported~~rigs ~~positions. Our 2009 tax return is under audit,~~ and weassociated ~~expect to receive additional Information Document Requests in the coming months~~facilities. ~~During~~At ~~the~~March 31, ~~third quarter~~2013, athere ~~U.S.~~were ~~subsidiary~~30 ofasbestos ~~Frontier~~related ~~concluded~~lawsuits ~~its audit with the IRS for its 2007 and 2008 tax returns, resulting~~ in nowhich ~~change to income tax expense. Furthermore,~~ we are ~~currently~~one ~~contesting several~~of ~~non-U~~many defendants.S. ~~tax~~These ~~assessments~~lawsuits ~~and~~have ~~may~~been ~~contest~~filed ~~future~~in ~~assessments~~the ~~when~~United weStates ~~disagree~~in ~~with those assessments based on~~ the ~~technical~~states ~~merits~~ of ~~the~~Louisiana, ~~positions~~Mississippi ~~established~~and atTexas. ~~the~~We ~~time~~intend ofto ~~the~~vigorously ~~filing~~defend ofagainst the ~~tax return~~litigation. We do not believe the ultimate resolution of ~~the outstanding~~these ~~assessments,~~matters ~~for which we have not made any accrual,~~ will ~~not~~ have a material adverse effect on our ~~consolidated~~ financial ~~statements.~~position, Weresults ~~recognize uncertain tax positions that we believe have a greater than 50 percent likelihood~~ of ~~being~~ ~~sustained.~~operations ~~We cannot predict~~ or ~~provide~~cash ~~assurance as to the ultimate outcome of the existing or future assessments~~flows.

~~Our Mexican~~We ~~income~~are ~~tax~~a ~~returns~~defendant ~~have~~in ~~been~~certain ~~examined for the 2002 through 2007 periods and audit~~ claims ~~have been assessed for approximately $326 million (including interest~~ and ~~penalties).~~litigation ~~During~~arising ~~2011,~~out weof ~~received~~operations ~~from~~in the ~~Regional~~ordinary ~~Chamber~~course of ~~the~~business, ~~Federal Tax~~including ~~Court~~certain ~~adverse~~disputes ~~decisions~~ with ~~respect~~customers toover ~~approximately~~receivables $6discussed ~~million~~ in ~~assessments~~Note ~~related~~4, tothe ~~depreciation~~resolution ~~deductions,~~of which, wein ~~are~~the ~~appealing.~~opinion Weof ~~are~~management, ~~also~~will ~~contesting~~not ~~all~~be ~~other~~material ~~assessments~~to inour ~~Mexico. Tax authorities in Mexico and other jurisdictions~~financial ~~may~~position, ~~issue~~results ~~additional~~of ~~assessments~~operations or ~~pursue~~cash ~~legal~~flows. ~~actions~~There asis ainherent ~~result~~risk ofin ~~tax~~any ~~audits~~litigation ~~and~~or wedispute ~~cannot~~and ~~predict~~no orassurance ~~provide~~can ~~assurance~~be given as to the ~~ultimate~~ outcome of ~~such~~these ~~assessments and legal actions~~claims.

~~Additional~~We ~~audit~~operate ~~claims~~in a number of ~~approximately~~countries ~~$91~~throughout ~~million~~the ~~attributable~~world and our tax returns filed in those jurisdictions are subject to ~~income~~review and examination by tax authorities within those jurisdictions. The U.S. Internal Revenue Service (“IRS”) has completed its examination of our tax reporting for the taxable year ended December 31, ~~customs~~2008. The ~~and~~examination ~~other~~team ~~business~~has ~~taxes~~proposed ~~have~~adjustments ~~been~~with ~~assessed~~respect ~~against~~to certain items that were reported by us infor ~~other~~the ~~jurisdictions~~2008 tax year. We believe that we have ~~contested~~accurately reported all amounts included in our 2008 tax returns, orand ~~intend~~have tofiled ~~contest~~protests with the IRS Appeals Office contesting the examination team’s proposed adjustments, and we are still waiting on a final resolution of these ~~assessments~~issues. We intend to vigorously defend our reported positions. The IRS has begun its examination of our tax reporting for the taxable year ended December 31, ~~including~~2009. ~~through~~We ~~litigation~~believe ifthat ~~necessary~~we have accurately reported all amounts in our 2009 tax returns. Furthermore, we are currently contesting several non-U.S. tax assessments and may contest future assessments when we disagree with those assessments based on the technical merits of the positions established at the time of the filing of the tax return. We believe the ultimate resolution of the outstanding assessments, for which we have not made any accrual, will not have a material adverse effect on our consolidated financial statements. We recognize uncertain tax positions that we believe have a greater than 50 percent likelihood of being sustained. We cannot predict or provide assurance as to the ultimate outcome of the existing or future assessments.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

WeOur ~~maintain~~Mexican ~~certain~~income ~~insurance~~tax ~~coverage~~returns ~~against~~have ~~specified~~been ~~marine~~examined ~~perils~~for ~~which~~the ~~includes physical~~2002 ~~damage~~through ~~and~~2007 ~~loss~~periods ofand audit ~~hire.~~claims ~~Damage~~have ~~caused~~been byassessed ~~hurricanes~~for ~~has~~approximately ~~negatively~~$341 ~~impacted~~million ~~the~~(including ~~energy~~interest ~~insurance market, resulting in more restrictive~~ and ~~expensive coverage for U~~penalties).S. ~~named~~During ~~windstorm perils. Accordingly~~2011, we ~~have~~received ~~elected~~from ~~to significantly reduce~~ the ~~named~~Regional ~~windstorm~~Chamber ~~insurance on our rigs operating in the U.S. Gulf~~ of ~~Mexico. Presently we insure~~ the ~~Noble~~Federal ~~Jim~~Tax ~~Thompson,~~Court ~~Noble~~adverse ~~Amos~~decisions ~~Runner~~with ~~and~~respect ~~Noble Driller for “total loss only” when caused by a named windstorm. Our customer assumes the risk of loss on the Noble Bully I due~~ to aapproximately ~~named windstorm event up to~~ $~~450~~6 million ~~per~~in ~~occurrence~~assessments related ~~pursuant~~ to ~~the~~depreciation ~~terms of the drilling contract relating to such vessel~~deductions, ~~provided~~which ~~that~~ we are ~~responsible~~ ~~for~~appealing. ~~the~~We ~~first~~are ~~$25~~also ~~million~~contesting ~~per~~all ~~occurrence~~other ~~for~~assessments ~~such named windstorm events. The remaining rigs~~ in ~~the U.S. Gulf of~~ Mexico ~~are self-insured for named windstorm perils~~. ~~Our~~ ~~rigs~~Tax ~~located~~authorities in ~~the~~ Mexico ~~portion~~and ofother ~~the~~jurisdictions ~~Gulf~~may ofissue ~~Mexico~~additional ~~remain covered~~assessments byor ~~commercial~~pursue ~~insurance~~legal ~~for~~actions ~~windstorm~~as ~~damage.~~a Inresult ~~addition, we maintain physical damage deductibles on our rigs ranging from $15 million to $25 million per occurrence, depending on location. The loss~~ of ~~hire~~tax ~~coverage applies only to our~~audits ~~rigs~~and ~~operating~~we ~~under~~cannot ~~contract~~predict ~~with a dayrate equal to~~ or ~~greater~~provide ~~than~~assurance ~~$200,000~~as ~~a day and is subject~~ to athe ~~45-day~~ultimate ~~waiting~~outcome ~~period~~of ~~for~~such ~~each~~assessments ~~unit~~ and ~~each~~legal ~~occurrence~~actions.

Additional audit claims of approximately $126 million attributable to income, customs and other business taxes have been assessed against us in other jurisdictions. We have contested, or intend to contest, these assessments, including through litigation if necessary, and we believe the ultimate resolution, for which we have not made any accrual, will not have a material adverse effect on our consolidated financial statements.

We maintain certain insurance coverage against specified marine perils, which includes physical damage and loss of hire. Damage caused by hurricanes has negatively impacted the energy insurance market, resulting in more restrictive and expensive coverage for U.S. named windstorm perils. Accordingly, we have elected to significantly reduce the named windstorm insurance on our rigs operating in the U.S. Gulf of Mexico. Presently, we insure the Noble Jim Thompson, Noble Amos Runner and Noble Driller for “total loss only” when caused by a named windstorm. 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 remaining rigs in the U.S. Gulf of Mexico are self-insured for named windstorm perils. Our rigs located in the Mexico portion of the Gulf of Mexico remain covered by commercial insurance for windstorm damage. In addition, we maintain physical damage deductibles on our rigs ranging from $15 million to $25 million per occurrence, depending on location. The loss of hire coverage applies only to our rigs operating under contract with a dayrate equal to or greater than $200,000 a day and is subject to a 45-day waiting period for each unit and each occurrence.

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

In January 2012, we were assessed a fine by the Brazilian government in the amount of R$1.8 million (approximately $887,000) in connection with the inadvertent discharge of drilling fluid from one of our rigs offshore Brazil in September 2011. We have accepted the assessment.

In October 2011, we were assessed a fine by the Brazilian government in the amount of R$238,000 (approximately $117,000) in connection with the inadvertent discharge of drilling fluid from one of our rigs offshore Brazil in November 2010. We have accepted the assessment.

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

In connection with our capital expenditure program, we had outstanding commitments, including shipyard and purchase commitments of approximately $32.06 billion at ~~September~~March 3031, ~~2012~~2013.

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

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Nigerian Operations

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

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

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

~~Under~~Note ~~the~~13 ~~Nigerian~~— ~~Industrial~~Segment Training Fund Act of 2004, as amended, (the “Act”), Nigerian companies with five or more employees must contribute annually one percent of their payroll to the Industrial Training Fund (“ITF”) established under the Act to be used for the training of Nigerian nationals with a view towards generating a pool of indigenously trained manpower. We have not paid this amount on our expatriate workers employed by our non-Nigerian employment entity in the past as we did not believe the contribution obligation was applicable to them. In October 2012, we received a demand from the ITF for payments going back to 2004 and ~~associated~~Related ~~penalties~~Information in respect of these expatriate employees. We do not believe that we owe the amount claimed and that, in the event we were to have any liability, it would be for an immaterial amount. We continue to investigate the matter and are also engaged in discussions with the ITF to resolve the issue.

~~Note~~We 14report —our ~~Segment~~contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business, and the fact that all of our drilling fleet is dependent upon the worldwide oil industry. The mobile offshore drilling units comprising our offshore rig fleet operate in a single, global market for contract drilling ~~Related~~services ~~Information~~and are often redeployed globally due to changing demands of our customers, which consist largely of major non-U.S. and government owned/controlled oil and gas companies throughout the world. Our contract drilling services segment conducts contract drilling operations in the United States, Mexico, Brazil, the North Sea, the Mediterranean, West Africa, the Middle East, India, Asia and Australia.

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 single, global market for contract drilling services and are often redeployed globally in response to changing demands of our customers, which consist largely of major non-U.S. and government owned/controlled oil and gas companies throughout the world. Our Contract Drilling Services segment currently conducts contract drilling operations principally in the U.S. Gulf of Mexico, Mexico, Brazil, the North Sea, the Mediterranean, West Africa, the Middle East, India, Australia and the Asian Pacific.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

We evaluate the performance of our operating segment ~~primarily~~ based on ~~operating~~ revenues from external customers and ~~net~~segment ~~income~~profit. Summarized financial information of our reportable ~~segments~~segment for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012 ~~for~~is ~~Noble-Swiss and Noble-Cayman are~~ shown in the following table. The “Other” column includes results of labor contract drilling services in Canada and Alaska, as well as corporate related items. The consolidated financial statements of Noble-Swiss include the accounts of Noble-Cayman, and Noble-Swiss conducts substantially all of its business through Noble-Cayman and its subsidiaries. As a result, the summarized financial information for Noble-Cayman is substantially the same as Noble-Swiss.

	Noble-Swiss
	Three Months Ended March 31,
	Three Months Ended September 30,
	2013									2012
	2012									2011
	Contract									Contract
	Drilling									Drilling
	Services			Other			Total			Services			Other			Total
Revenues from external customers	$	~~860~~949,~~315~~458		$	2321,~~717~~517		$	~~884~~970,~~032~~975		$	~~719~~781,~~546~~243		$	1816,~~356~~447		$	~~737~~797,~~902~~690
Depreciation and amortization		~~191~~202,~~638~~619			3,~~449~~537			~~195~~206,~~087~~156			~~162~~167,~~837~~948			3,~~376~~129			~~166~~171,~~213~~077
Segment operating income		~~173~~225,~~285~~134			54,~~639~~657			~~178~~229,~~924~~791			~~159~~140,~~588~~267			3,~~994~~376			~~163~~143,~~582~~643
Interest expense, net of amount capitalized		(~~121~~120	)		(2527,~~514~~181	)		(2527,~~635~~301	)		(~~122~~89	)		(1110,~~408~~407	)		(1110,~~530~~496	)
Income tax (provision) / benefit		(28,307	)		3,145			(25,162	)		(18,380	)		766			(17,614	)
Income tax (provision)/ benefit		(38,241	)		3,889			(34,352	)		(22,600	)		1,011			(21,589	)
Segment profit / (loss)		130,983			(16,209	)		114,774			141,199			(5,882	)		135,317
Segment profit/ (loss)		169,051			(18,991	)		150,060			125,484			(5,309	)		120,175
Total assets (at end of period)		1314,~~983~~212,~~223~~435			~~477~~677,~~183~~523			14,~~460~~889,~~406~~958			1213,~~472~~248,~~018~~321			~~479~~646,~~515~~880			1213,~~951~~895,~~533~~201

	Noble-Cayman
	Three Months Ended September 30,
	2012									2011
	Contract									Contract
	Drilling									Drilling
	Services			Other			Total			Services			Other			Total
Revenues from external customers	$	860,315		$	23,717		$	884,032		$	719,546		$	18,356		$	737,902
Depreciation and amortization		191,638			2,957			194,595			162,837			2,882			165,719
Segment operating income		178,185			17,502			195,687			168,509			14,387			182,896
Interest expense, net of amount capitalized		(121	)		(25,514	)		(25,635	)		(122	)		(11,408	)		(11,530	)
Income tax (provision) / benefit		(28,307	)		3,523			(24,784	)		(18,380	)		1,082			(17,298	)
Segment profit / (loss)		135,883			(4,160	)		131,723			150,120			5,594			155,714
Total assets (at end of period)		13,983,223			440,287			14,423,510			12,472,018			439,780			12,911,798

Note 14 — Accounting Pronouncements

In February 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-02, which amends FASB Accounting Standards Codification (“ASC”) Topic 220, “Comprehensive Income.” This amended guidance requires additional information about reclassification adjustments out of comprehensive income, including changes in comprehensive income balances by component and significant items reclassified out of comprehensive income. This guidance is effective for reporting periods beginning after December 15, 2012. The adoption of this guidance did not have a material impact on our financial condition, results of operations, cash flows or financial disclosures.

In March 2013, the FASB issued ASU No. 2013-05, which amends ASC Topic 830, “Foreign Currency Matters.” This ASU provides guidance on foreign currency translation adjustments when a parent entity ceases to have a controlling interest on a previously consolidated subsidiary or group of assets. The guidance is effective for fiscal years beginning on or after December 15, 2013. We are still evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

Note 15 — Net Change in Other Assets and Liabilities

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


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

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

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

	Noble-Swiss
	Nine Months Ended September 30,
	2012									2011
	Contract									Contract
	Drilling									Drilling
	Services			Other			Total			Services			Other			Total
Revenues from external customers	$	2,519,930		$	60,715		$	2,580,645		$	1,897,045		$	47,742		$	1,944,787
Depreciation and amortization		539,698			10,081			549,779			477,568			9,886			487,454
Segment operating income		559,713			7,349			567,062			321,613			7,278			328,891
Interest expense, net of amount capitalized		(315	)		(56,468	)		(56,783	)		(1,890	)		(43,510	)		(45,400	)
Income tax (provision) / benefit		(102,005	)		8,898			(93,107	)		(48,661	)		6,180			(42,481	)
Segment profit / (loss)		434,561			(39,794	)		394,767			272,488			(28,593	)		243,895
Total assets (at end of period)		13,983,223			477,183			14,460,406			12,472,018			479,515			12,951,533

Note 16 — Information about Noble-Cayman

	Noble-Cayman
	Nine Months Ended September 30,
	2012									2011
	Contract									Contract
	Drilling									Drilling
	Services			Other			Total			Services			Other			Total
Revenues from external customers	$	2,519,930		$	60,715		$	2,580,645		$	1,897,045		$	47,742		$	1,944,787
Depreciation and amortization		539,698			8,573			548,271			477,568			8,442			486,010
Segment operating income		571,382			39,281			610,663			342,589			32,795			375,384
Interest expense, net of amount capitalized		(315	)		(56,468	)		(56,783	)		(1,890	)		(43,510	)		(45,400	)
Income tax (provision) / benefit		(102,005	)		10,033			(91,972	)		(48,661	)		7,181			(41,480	)
Segment profit / (loss)		446,230			(6,885	)		439,345			293,464			(1,272	)		292,192
Total assets (at end of period)		13,983,223			440,287			14,423,510			12,472,018			439,780			12,911,798

Guarantees of Registered Securities

~~Note~~Noble-Cayman 15or —one ~~Accounting~~or ~~Pronouncements~~more subsidiaries of Noble-Cayman are a co-issuer or guarantor or otherwise obligated as of March 31, 2013 as follows:

In May 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-04, which amends FASB Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures.” This amended guidance clarifies the wording used to describe many of the requirements in accounting literature for measuring fair value and for disclosing information about fair value measurements. The goal of the amendment is to create consistency between the United States and international accounting standards. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2011. Our adoption of this guidance did not have a material impact on our financial condition, results of operations, cash flows or financial disclosures.


	Issuer
Notes	(Co-Issuer(s))	Guarantor(s)
$300 million 5.875% Senior Notes due 2013	Noble-Cayman	NDC
		NHIL
$250 million 7.375% Senior Notes due 2014	NHIL	Noble-Cayman
$350 million 3.45% Senior Notes due 2015	NHIL	Noble-Cayman
$300 million 3.05% Senior Notes due 2016	NHIL	Noble-Cayman
$300 million 2.50% Senior Notes due 2017	NHIL	Noble-Cayman
$202 million 7.50% Senior Notes due 2019	NDC;	Noble-Cayman;
	Noble Drilling Services 6 LLC (“NDS6”)	Noble Holding (U.S.) Corporation (“NHC”);
		Noble Drilling Holding LLC (“NDH”)
$500 million 4.90% Senior Notes due 2020	NHIL	Noble-Cayman
$400 million 4.625% Senior Notes due 2021	NHIL	Noble-Cayman
$400 million 3.95% Senior Notes due 2022	NHIL	Noble-Cayman
$400 million 6.20% Senior Notes due 2040	NHIL	Noble-Cayman
$400 million 6.05% Senior Notes due 2041	NHIL	Noble-Cayman
$500 million 5.25% Senior Notes due 2042	NHIL	Noble-Cayman

InThe ~~June~~following ~~2011,~~consolidating ~~the~~financial ~~FASB~~statements ~~issued~~of ~~ASU No. 2011~~Noble-05Cayman, ~~which~~NHC ~~amends~~and ~~ASC~~NDH ~~Topic 220~~combined, ~~“Comprehensive Income.” This ASU allows an entity to present the total of comprehensive income~~NDC, ~~the components of net income~~NHIL, NDS6 and ~~the~~all ~~components of~~ other ~~comprehensive~~subsidiaries ~~income~~present ~~either~~investments in aboth ~~single~~consolidated ~~continuous~~and ~~statement~~unconsolidated ofaffiliates ~~comprehensive~~using ~~income or in two separate but consecutive statements. The amendment no longer allows an entity to show changes to other comprehensive income solely through~~ the ~~statement of~~ equity. ~~For~~method publicly traded entities, the guidance is effective for annual and interim reporting periods beginning on or after December 15, 2011. In December 2011, the FASB issued ASU No. 2011-12, which defers only those changes in ASU 2011-05 that relate to the presentation of ~~reclassification adjustments~~accounting. ~~Our adoption of this guidance did not have a material impact on our financial condition, results of operations, cash flows or financial disclosures.~~

Revision

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

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

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Note 16 — Net Change in Other Assets and Liabilities


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

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

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

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

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

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

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

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

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

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

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

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

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

	Noble-Swiss						Noble-Cayman
	Nine months ended						Nine months ended
	September 30,						September 30,
	2012			2011			2012			2011
Accounts receivable	$	(163,051	)	$	(213,747	)	$	(163,051	)	$	(213,747	)
Other current assets		(58,303	)		(23,900	)		(59,764	)		(20,578	)
Other assets		(25,543	)		(37,171	)		(25,546	)		(39,649	)
Accounts payable		29,470			(23,744	)		29,353			(23,654	)
Other current liabilities		76,035			21,281			79,436			13,655
Other liabilities		70,382			33,566			64,215			33,540
	$	(71,010	)	$	(243,715	)	$	(75,357	)	$	(250,433	)

Note 17 — Guarantees of Registered Securities

Noble-Cayman, or one or more subsidiaries of Noble-Cayman, are a co-issuer or guarantor or otherwise obligated as of September 30, 2012 as follows:

	Issuer
Notes	(Co-Issuer(s))	Guarantor(s)
$300 million 5.875% Senior Notes due 2013	Noble-Cayman	Noble Drilling Corporation (“NDC”);
		NHIL
$250 million 7.375% Senior Notes due 2014	NHIL	Noble-Cayman
$350 million 3.45% Senior Notes due 2015	NHIL	Noble-Cayman
$300 million 3.05% Senior Notes due 2016	NHIL	Noble-Cayman
$300 million 2.50% Senior Notes due 2017	NHIL	Noble-Cayman
$202 million 7.50% Senior Notes due 2019	NDC;	Noble-Cayman;
	Noble Drilling Services 6 LLC (“NDS6”)	Noble Holding (U.S.) Corporation (“NHC”);
		Noble Drilling Holding LLC (“NDH”)
$500 million 4.90% Senior Notes due 2020	NHIL	Noble-Cayman
$400 million 4.625% Senior Notes due 2021	NHIL	Noble-Cayman
$400 million 3.95% Senior Notes due 2022	NHIL	Noble-Cayman
$400 million 6.20% Senior Notes due 2040	NHIL	Noble-Cayman
$400 million 6.05% Senior Notes due 2041	NHIL	Noble-Cayman
$500 million 5.25% Senior Notes due 2042	NHIL	Noble-Cayman

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

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

~~CONDENSED~~NOTES ~~CONSOLIDATING~~TO ~~BALANCE~~CONSOLIDATED ~~SHEET~~FINANCIAL STATEMENTS

~~September 30~~(Unless otherwise indicated, dollar ~~2012~~amounts in tables are in thousands, except per share data)

(in thousands)


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

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

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

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

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

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

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

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

	Noble-Cayman		NHC and NDHCombined			NDC			NHIL		NDS6		OtherNon-guarantorSubsidiaries ofNoble			ConsolidatingAdjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	—	$	435		$	—		$	19	$	—	$	213,227		$	—		$	213,681
Accounts receivable		—		10,560			1,584			—		—		779,264			—			791,408
Taxes receivable		—		25,502			—			—		—		92,852			—			118,354
Prepaid expenses		—		444			20			—		—		61,072			—			61,536
Short-term notes receivable from affiliates		—		119,476			—			—		—		252,138			(371,614	)		—
Accounts receivable from affiliates		852,466		153,146			970,918			502,287		42,675		5,570,469			(8,091,961	)		—
Other current assets		375		640			196			—		—		110,222			—			111,433
Total current assets		852,841		310,203			972,718			502,306		42,675		7,079,244			(8,463,575	)		1,296,412
Property and equipment, at cost		—		2,616,145			75,591			—		—		13,910,239			—			16,601,975
Accumulated depreciation		—		(300,637	)		(57,520	)		—		—		(3,460,572	)		—			(3,818,729	)
Property and equipment, net		—		2,315,508			18,071			—		—		10,449,667			—			12,783,246
Notes receivable from affiliates		3,816,463		1,206,000			—			3,524,814		479,107		2,171,875			(11,198,259	)		—
Investments in affiliates		7,484,253		9,078,691			3,412,070			7,188,893		2,348,479		—			(29,512,386	)		—
Other assets		6,296		535			654			26,740		790		308,837			—			343,852
Total assets	$	12,159,853	$	12,910,937		$	4,403,513		$	11,242,753	$	2,871,051	$	20,009,623		$	(49,174,220	)	$	14,423,510
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	90,314	$	51,054		$	110,770		$	—	$	—	$	119,476		$	(371,614	)	$	—
Accounts payable		—		2,720			644			—		—		294,605			—			297,969
Accrued payroll and related costs		—		5,478			7,857			—		—		120,675			—			134,010
Accounts payable to affiliates		848,091		4,628,552			4,593			152,009		68,819		2,389,897			(8,091,961	)		—
Interest payable		6,093		—			—			17,128		630		—			—			23,851
Taxes payable		—		9,007			—			—		—		117,105			—			126,112
Other current liabilities		—		—			240			—		—		144,027			—			144,267
Total current liabilities		944,498		4,696,811			124,104			169,137		69,449		3,185,785			(8,463,575	)		726,209
Long-term debt		644,975		—			—			3,792,759		201,695		—			—			4,639,429
Notes payable to affiliates		2,840,287		648,475			—			975,000		1,342,000		5,392,497			(11,198,259	)		—
Deferred income taxes		—		—			15,731			—		—		220,120			—			235,851
Other liabilities		19,929		17,475			—			—		—		316,191			—			353,595
Total liabilities		4,449,689		5,362,761			139,835			4,936,896		1,613,144		9,114,593			(19,661,834	)		5,955,084
Commitments and contingencies
Total shareholder equity		7,710,164		7,548,176			4,263,678			6,305,857		1,257,907		10,136,768			(29,512,386	)		7,710,164
Noncontrolling interest		—		—			—			—		—		758,262			—			758,262
Total equity		7,710,164		7,548,176			4,263,678			6,305,857		1,257,907		10,895,030			(29,512,386	)		8,468,426
Total liabilities and equity	$	12,159,853	$	12,910,937		$	4,403,513		$	11,242,753	$	2,871,051	$	20,009,623		$	(49,174,220	)	$	14,423,510

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

~~December~~March 31, ~~2011~~2013

(in thousands)

	Noble-Cayman		NHC and NDHCombined			NDC			NHIL		NDS6		OtherNon-guarantorSubsidiaries ofNoble			ConsolidatingAdjustments			Total
													Other
													Non-guarantor
	Noble-		NHC and NDH										Subsidiaries			Consolidating
	Cayman		Combined			NDC			NHIL		NDS6		of Noble			Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	~~146~~5	$	~~385~~477		$	—		$	—2	$	—	$	~~234~~207,~~525~~559		$	—		$	~~235~~208,~~056~~043
Accounts receivable		—		1020,~~810~~680			3,~~371~~226			—		—		~~572~~863,~~982~~853			—			~~587~~887,~~163~~759
Taxes receivable		—		48,~~566~~341			—			—		—		70107,~~718~~226			—			75115,~~284~~567
Prepaid expenses		—		~~453~~422			199			—		—		3295,~~633~~460			—			3395,~~105~~891
Short-term notes receivable from affiliates		—		119,476			—			—		—586,769		~~122~~326,~~298~~671			(~~241~~1,~~774~~032,916	)		—
Accounts receivable from affiliates		1822,~~683,740~~677		99150,~~202~~838			~~879~~1,~~581~~062,522			~~159~~467,~~132~~184		3345,~~905~~200		6,~~372~~009,~~657~~283			(98,~~228~~557,~~217~~704	)		—
Other current assets		—94		~~643~~639			196			93—		—		~~119~~111,~~177~~619			—			~~120~~112,~~109~~548
Total current assets		1822,~~683,886~~776		~~235~~300,~~535~~873			~~883~~1,~~167~~065,953			~~159~~467,~~225~~186		33631,~~905~~969		7,~~524~~721,~~990~~671			(9,~~469~~590,~~991~~620	)		1,~~050~~419,~~717~~808
Property and equipment, at cost		—		2,~~737~~898,~~764~~924			7576,~~001~~394			—		—		1214,~~693~~317,~~229~~684			—			1517,~~505~~293,~~994~~002
Accumulated depreciation		—		(~~232~~297,~~621~~835	)		(5459,~~599~~403	)		—		—		(3,~~117~~779,~~369~~874	)		—			(34,~~404~~137,~~589~~112	)
Property and equipment, net		—		2,~~505~~601,~~143~~089			2016,~~402~~991			—		—		910,~~575~~537,~~860~~810			—			1213,~~101~~155,~~405~~890
Notes receivable from affiliates		3,~~842~~816,~~062~~463		~~675~~1,206,000			—			23,~~336~~524,~~527~~814		~~572~~479,107		2,~~678~~110,~~192~~379			(1011,~~103~~136,~~888~~763	)		—
Investments in affiliates		67,~~969~~972,~~201~~834		9,~~101~~496,~~938~~533			3,~~450~~350,~~212~~670			67,~~605~~638,~~771~~820		21,~~141~~865,~~450~~269		—			(2830,~~268~~324,~~572~~126	)		—
Other assets		37,~~230~~061		~~473~~301			~~483~~452			1825,~~548~~068		~~880~~728		~~281~~243,~~669~~001			—			~~305~~276,~~283~~611
Total assets	$	12,~~498~~619,~~379~~134	$	1213,~~518~~604,~~089~~796		$	4,~~354~~434,~~264~~066		$	911,~~120~~655,~~071~~888	$	2,~~748~~977,~~342~~073	$	20,~~060~~612,~~711~~861		$	(4751,~~842~~051,~~451~~509	)	$	1314,~~457~~852,~~405~~309
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	7290,~~298~~314	$	50125,~~000~~587		$	—110,770		$	—	$	—	$	~~119~~706,~~476~~245		$	(~~241~~1,~~774~~032,916	)	$	—
Accounts payable		—		5,~~577~~709			~~985~~805			—		—		~~429~~312,~~167~~676			—			~~435~~319,~~729~~190
Accrued payroll and related costs		—		26,~~897~~223			68,~~518~~304			—		—		9993,~~493~~311			—			~~108~~107,~~908~~838
Accounts payable to affiliates		2921,~~079,719~~727		4,~~166~~945,~~021~~931			276,~~341~~277			~~112~~177,~~953~~838		3492,~~107~~548		2,~~808~~413,~~076~~383			(98,~~228~~557,~~217~~704	)		—
Interest payable		1,891		—			—			48,116		4,412		—			—			54,419
Taxes payable		—		11,316			—			—		—		131,753			—			143,069
Taxes payable		—		10,032			—			—		—		81,158			—			91,190
Interest payable		5,943		—			—			17,128		630		—			—			23,701
Other current liabilities		—		—522			240			—		—		~~123~~168,~~159~~435			—			~~123~~169,~~399~~197
Total current liabilities		21,~~153~~017,~~908~~984		45,~~234~~095,~~527~~288			35126,~~084~~396			~~161~~194,~~069~~966		3893,~~519~~178		3,~~660~~825,~~529~~803			(9,~~469~~590,~~991~~620	)		~~813~~762,~~645~~995
Long-term debt		1849,~~274,949~~483		—			—			23,~~595~~793,~~320~~015		201,695		—			—			4,~~071~~844,~~964~~193
Notes payable to affiliates		12,~~667~~840,~~291~~287		1586,~~147,500~~979			~~85,000~~—			975,000		~~811~~1,342,000		5,~~418~~392,~~097~~497			(1011,~~103~~136,~~888~~763	)		—
Deferred income taxes		—		—(2,431	)		15,731			—		—		~~227~~210,~~060~~200			—			~~242~~223,~~791~~500
Other liabilities		19,~~929~~931		2417,~~878~~960			—			—		—		~~210~~309,~~565~~504			—			~~255~~347,~~372~~395
Total liabilities		54,~~116~~727,~~077~~685		5,~~406~~697,~~905~~796			~~135~~142,~~815~~127			34,~~731~~962,~~389~~981		1,~~051~~636,~~214~~873		9,~~516~~738,~~251~~004			(1920,~~573~~727,~~879~~383	)		56,~~383~~178,~~772~~083
Commitments and contingencies
Total shareholder equity		7,~~382~~891,~~302~~449		7,~~111~~907,~~184~~000			4,~~218~~291,~~449~~939			56,~~388~~692,~~682~~907		1,~~697~~340,~~128~~200		9,~~853~~677,~~129~~699			(2829,~~268~~909,~~572~~745	)		7,~~382~~891,~~302~~449
Noncontrolling interest		—		—			—			—		—		~~691~~1,~~331~~197,158			—(414,381	)		~~691~~782,~~331~~777
Total equity		7,~~382~~891,~~302~~449		7,~~111~~907,~~184~~000			4,~~218~~291,~~449~~939			56,~~388~~692,~~682~~907		1,~~697~~340,~~128~~200		10,~~544~~874,~~460~~857			(2830,~~268~~324,~~572~~126	)		8,~~073~~674,~~633~~226
Total liabilities and equity	$	12,~~498~~619,~~379~~134	$	1213,~~518~~604,~~089~~796		$	4,~~354~~434,~~264~~066		$	911,~~120~~655,~~071~~888	$	2,~~748~~977,~~342~~073	$	20,~~060~~612,~~711~~861		$	(4751,~~842~~051,~~451~~509	)	$	1314,~~457~~852,~~405~~309

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONDENSED CONSOLIDATING ~~STATEMENT~~BALANCE OFSHEET ~~INCOME~~

~~Three Months Ended September~~December 3031, 2012

As Amended

(in thousands)

	Noble-Cayman			NHC and NDHCombined			NDC			NHIL			NDS6			OtherNon-guarantorSubsidiaries ofNoble			ConsolidatingAdjustments			Total
																Other
Operating revenues
																Non-guarantor
Contract drilling services	$	—		$	36,149		$	5,061		$	—		$	—		$	809,858		$	(17,856	)	$	833,212
	Noble-			NHC and NDH												Subsidiaries			Consolidating
Reimbursables		—			389			—			—			—			27,748			—			28,137
	Cayman			Combined			NDC			NHIL			NDS6			of Noble			Adjustments			Total
Labor contract drilling services		—			—			—			—			—			22,667			—			22,667
ASSETS
Other		—			—			—			—			—			16			—			16
Current assets
Total operating revenues		—			36,538			5,061			—			—			860,289			(17,856	)		884,032
Cash and cash equivalents	$	1,003		$	904		$	—		$	2		$	—		$	275,466		$	—		$	277,375
Operating costs and expenses
Accounts receivable		—			14,885			3,335			—			—			725,453			—			743,673
Contract drilling services		1,355			13,948			1,919			19,636			—			425,223			(17,856	)		444,225
Taxes receivable		—			8,341			—			—			—			103,969			—			112,310
Reimbursables		—			216			—			—			—			20,831			—			21,047
Prepaid expenses		—			396			9			—			—			40,827			—			41,232
Labor contract drilling services		—			—			—			—			—			12,991			—			12,991
Short-term notes receivable from affiliates		—			119,476			—			—			586,769			252,138			(958,383	)		—
Depreciation and amortization		—			15,500			1,181			—			—			177,914			—			194,595
Accounts receivable from affiliates		664,375			140,014			1,015,204			526,483			38,895			5,855,066			(8,240,037	)		—
Selling, general and administrative		426			1,447			—			9,700			1			3,913			—			15,487
Other current assets		235			639			196			—			—			121,579			—			122,649
Total operating costs and expenses		1,781			31,111			3,100			29,336			1			640,872			(17,856	)		688,345
Total current assets		665,613			284,655			1,018,744			526,485			625,664			7,374,498			(9,198,420	)		1,297,239
Operating income (loss)		(1,781	)		5,427			1,961			(29,336	)		(1	)		219,417			—			195,687
Property and equipment, at cost		—			2,735,223			76,428			—			—			14,123,496			—			16,935,147
Other income (expense)
Accumulated depreciation		—			(283,028	)		(58,411	)		—			—			(3,597,079	)		—			(3,938,518	)
Equity earnings in affiliates, net of tax		162,311			69,069			36,463			172,364			129,161			—			(569,368	)		—
Property and equipment, net		—			2,452,195			18,017			—			—			10,526,417			—			12,996,629
Interest expense, net of amounts capitalized		(30,496	)		(8,964	)		(852	)		(33,509	)		(11,832	)		(20,221	)		80,239			(25,635	)
Notes receivable from affiliates		3,816,463			1,206,000			—			3,524,814			479,107			2,171,875			(11,198,259	)		—
Interest income and other, net		1,689			11,080			9			37,430			2,846			28,546			(80,239	)		1,361
Investments in affiliates		7,770,066			9,170,923			3,386,879			7,413,361			1,977,906			—			(29,719,135	)		—
Income before income taxes		131,723			76,612			37,581			146,949			120,174			227,742			(569,368	)		171,413
Other assets		5,798			320			543			25,895			759			243,243			—			276,558
Income tax provision		—			(8,639	)		—			—			—			(16,145	)		—			(24,784	)
Total assets	$	12,257,940		$	13,114,093		$	4,424,183		$	11,490,555		$	3,083,436		$	20,316,033		$	(50,115,814	)	$	14,570,426
Net Income		131,723			67,973			37,581			146,949			120,174			211,597			(569,368	)		146,629
LIABILITIES AND EQUITY
Net income attributable to noncontrolling interests		—			—			—			—			—			(14,906	)		—			(14,906	)
Current liabilities
Net income attributable to Noble Corporation		131,723			67,973			37,581			146,949			120,174			196,691			(569,368	)		131,723
Short-term notes payables from affiliates	$	90,314		$	51,054		$	110,770		$	—		$	—		$	706,245		$	(958,383	)	$	—
Other comprehensive income, net		3,384			—			—			—			—			3,384			(3,384	)		3,384
Accounts payable		—			6,522			1,183			—			—			341,889			—			349,594
Comprehensive income attributable to Noble Corporation	$	135,107		$	67,973		$	37,581		$	146,949		$	120,174		$	200,075		$	(572,752	)	$	135,107
Accrued payroll and related costs		—			6,176			7,611			—			—			110,149			—			123,936
Accounts payable to affiliates		900,063			4,806,235			5,444			165,065			77,075			2,286,155			(8,240,037	)		—
Taxes payable		—			9,152			—			—			—			121,692			—			130,844
Interest payable		1,594			—			—			62,430			4,412			—			—			68,436
Other current liabilities		—			—			240			—			—			158,259			—			158,499
Total current liabilities		991,971			4,879,139			125,248			227,495			81,487			3,724,389			(9,198,420	)		831,309
Long-term debt		639,794			—			—			3,792,886			201,695			—			—			4,634,375
Notes payable to affiliates		2,840,287			648,475			—			975,000			1,342,000			5,392,497			(11,198,259	)		—
Deferred income taxes		—			—			15,731			—			—			210,314			—			226,045
Other liabilities		19,930			17,815			—			—			—			309,870			—			347,615
Total liabilities		4,491,982			5,545,429			140,979			4,995,381			1,625,182			9,637,070			(20,396,679	)		6,039,344
Commitments and contingencies
Total shareholder equity		7,765,958			7,568,664			4,283,204			6,495,174			1,458,254			9,509,343			(29,314,639	)		7,765,958
Noncontrolling interest		—			—			—			—			—			1,169,620			(404,496	)		765,124
Total equity		7,765,958			7,568,664			4,283,204			6,495,174			1,458,254			10,678,963			(29,719,135	)		8,531,082
Total liabilities and equity	$	12,257,940		$	13,114,093		$	4,424,183		$	11,490,555		$	3,083,436		$	20,316,033		$	(50,115,814	)	$	14,570,426

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2012~~2013

(in thousands)

	Noble-Cayman			NHC and NDHCombined			NDC			NHIL			NDS6			~~OtherNon~~otherNon-guarantorSubsidiaries ofNoble			ConsolidatingAdjustments			Total
Operating revenues
Contract drilling services	$	—		$	~~117~~46,~~488~~957		$	144,~~941~~991		$	—		$	—		$	2897,~~352,618~~239		$	(5720,~~288~~450	)	$	2928,~~427,759~~737
Reimbursables		—			~~6,199~~586			—			—			—			8720,~~891~~588			—			9421,~~090~~174
Labor contract drilling services		—			—			—			—			—			5821,~~538~~054			—			5821,~~538~~054
Other		—			—			—			—			—			~~1,190~~10			~~(932~~—	)		~~258~~10
Total operating revenues		—			~~123~~47,~~687~~543			144,~~941~~991			—			—			2938,~~500,237~~891			(5820,~~220~~450	)		2970,~~580,645~~975
Operating costs and expenses
Contract drilling services		~~3,794~~919			4216,~~642~~425			51,~~529~~785			5624,~~048~~213			—			1453,~~231,176~~669			(5820,~~220~~450	)		1476,~~280,969~~561
Reimbursables		—			~~5,641~~334			—			—			—			7014,~~977~~588			—			7614,~~618~~922
Labor contract drilling services		—			—			—			—			—			3412,~~070~~249			—			3412,~~070~~249
Depreciation and amortization		—			4514,~~577~~862			31,~~278~~101			—			—			~~499~~189,~~416~~788			—			~~548~~205,~~271~~751
Selling, general and administrative		1,237			4,258			—			28,137			1			11,331			—			44,964
General and administrative		625			1,892			1			8,713			—			3,612			—			14,843
Loss on impairment		—			—			—			—			—			18,345			—			18,345
Gain on contract extinguishment		—			—			—			—			—			(1,800	)		—			(1,800	)
Gain on contract settlements/extinguishments, net		—			(4,869	)		—			—			—			(28,386	)		—			(33,255	)
Total operating costs and expenses		1,544			33,513			2,887			32,926			—			672,106			(20,450	)		722,526
Total operating costs and expenses		5,031			93,249			8,807			84,185			1			1,836,929			(58,220	)		1,969,982
Operating income (loss)		(1,544	)		14,030			2,104			(32,926	)		—			266,785			—			248,449
Operating income (loss)		(5,031	)		30,438			6,134			(84,185	)		(1	)		663,308			—			610,663
Other income (expense)
Equity earnings in affiliates, net of tax		~~515~~202,~~132~~765			~~358~~96,~~234~~943			927,~~343~~453			~~583~~225,~~122~~457			~~274~~116,~~564~~028			—			(1648,~~823,395~~646	)		—
Interest expense, net of amounts capitalized		(7633,~~396~~307	)		(377,~~881~~562	)		(~~3,040~~833	)		(8334,~~975~~560	)		(3111,~~020~~721	)		(6023,~~193~~334	)		~~235~~84,~~722~~016			(5627,~~783~~301	)
Interest income and other, net		51,~~640~~630			2910,~~771~~814			47			9939,~~609~~761			86,~~771~~305			9625,~~295~~562			(~~235~~84,~~722~~016	)		~~4,368~~63
Income before income taxes		~~439~~169,~~345~~544			~~380~~114,~~562~~225			958,~~441~~731			~~514~~197,~~571~~732			~~252~~110,~~314~~612			~~699~~269,~~410~~013			(1648,~~823,395~~646	)		~~558~~221,~~248~~211
Income tax provision		—			(304,~~902~~556	)		—			—			—			(6129,~~070~~458	)		—			(9134,~~972~~014	)
Net Income		~~439~~169,~~345~~544			~~349~~109,~~660~~669			958,~~441~~731			~~514~~197,~~571~~732			~~252~~110,~~314~~612			~~638~~239,~~340~~555			(1648,~~823,395~~646	)		~~466~~187,~~276~~197
Net income attributable to noncontrolling interests		—			—			—			—			—			(2627,~~931~~538	)		—9,885			(2617,~~931~~653	)
Net income attributable to Noble Corporation		~~439~~169,~~345~~544			~~349~~109,~~660~~669			958,~~441~~731			~~514~~197,~~571~~732			~~252~~110,~~314~~612			~~611~~212,~~409~~017			(1638,~~823,395~~761	)		~~439~~169,~~345~~544
Other comprehensive income, net		23,~~244~~097			—			—			—			—			23,~~244~~097			(23,~~244~~097	)		23,~~244~~097
Comprehensive income attributable to Noble Corporation	$	~~441~~172,~~589~~641		$	~~349~~109,~~660~~669		$	958,~~441~~731		$	~~514~~197,~~571~~732		$	~~252~~110,~~314~~612		$	~~613~~215,~~653~~114		$	(1641,~~825,639~~858	)	$	~~441~~172,~~589~~641

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended ~~September~~March 3031, ~~2011~~2012

As Amended

(in thousands)

	Noble-Cayman			NHC and NDHCombined			NDC			NHIL			NDS6			OtherNon-guarantorSubsidiaries ~~ofNoble~~of Noble			ConsolidatingAdjustments			Total
Operating revenues
Contract drilling services	$	—		$	3842,~~955~~991		$	5,~~105~~061		$	—		$	—		$	~~680~~718,~~617~~076		$	(19,~~785~~818	)	$	~~704~~746,~~892~~310
Reimbursables		—			~~691~~5,308			—			—			—			1629,~~747~~833			—			1735,~~438~~141
Labor contract drilling services		—			4—			—			—			—			1516,~~560~~008			—			1516,~~564~~008
Other		—			—			—			—			—			8231			—			8231
Total operating revenues		—			3948,~~650~~299			5,~~105~~061			—			—			~~712~~764,~~932~~148			(19,~~785~~818	)		~~737~~797,~~902~~690
Operating costs and expenses
Contract drilling services		1,~~759~~183			1014,~~485~~319			1,~~883~~771			917,~~819~~633			—			~~345~~400,~~465~~058			(19,~~785~~818	)		~~349~~415,~~626~~146
Reimbursables		—			~~420~~5,087			—			—			—			1325,~~551~~514			—			1330,~~971~~601
Labor contract drilling services		—			—			—			—			—			89,~~053~~232			—			89,~~053~~232
Depreciation and amortization		—			1314,~~138~~839			~~937~~1,036			—			—			~~151~~154,~~644~~698			—			~~165~~170,~~719~~573
Selling, general and administrative		2,094			1,488			—			9,253			—			4,802			—			17,637
General and administrative		357			1,346			—			8,819			—			3,488			—			14,010
Total operating costs and expenses		31,~~853~~540			2535,~~531~~591			2,~~820~~807			1926,~~072~~452			—			~~523~~592,~~515~~990			(19,~~785~~818	)		~~555~~639,~~006~~562
Operating income (loss)		(31,~~853~~540	)		1412,~~119~~708			2,~~285~~254			(1926,~~072~~452	)		—			~~189~~171,~~417~~158			—			~~182~~158,~~896~~128
Other income (expense)
Equity earnings in affiliates, net of tax		~~174~~155,~~673~~412			~~226~~134,~~079~~585			45,~~818~~802			~~172~~179,~~153~~928			~~(20~~75,~~624~~861	)		—			(~~598~~591,~~099~~588	)		—
Interest expense, net of amounts capitalized		(1620,~~721~~606	)		(1514,~~612~~914	)		(1,~~285~~346	)		(2120,~~641~~972	)		(7,~~106~~783	)		(~~267~~19,896	)		5175,~~102~~021			(1110,~~530~~496	)
Interest income and other, net		1,~~615~~386			67,~~906~~824			~~(40~~16	)		1529,~~813~~254			23,~~277~~110			2634,~~415~~830			(5175,~~102~~021	)		1,~~884~~399
Income before income taxes		~~155~~134,~~714~~652			~~231~~140,~~492~~203			46,~~778~~726			~~147~~161,~~253~~758			~~(25~~71,~~453~~188	)		~~215~~186,~~565~~092			(~~598~~591,~~099~~588	)		~~173~~149,~~250~~031
Income tax (provision) / benefit		—			487			—			—			—			(17,785	)		—			(17,298	)
Income tax provision		—			(8,776	)		—			—			—			(12,435	)		—			(21,211	)
Net Income		~~155~~134,~~714~~652			~~231~~131,~~979~~427			46,~~778~~726			~~147~~161,~~253~~758			~~(25~~71,~~453~~188	)		~~197~~173,~~780~~657			(~~598~~591,~~099~~588	)		~~155~~127,~~952~~820
Net income attributable to noncontrolling interests		—			—			—			—			—			(238	)		—			(238	)
Net loss attributable to noncontrolling interests		—			—			—			—			—			(1,196	)		8,028			6,832
Net income attributable to Noble Corporation		~~155~~134,~~714~~652			~~231~~131,~~979~~427			46,~~778~~726			~~147~~161,~~253~~758			~~(25~~71,~~453~~188	)		~~197~~172,~~542~~461			(~~598~~583,~~099~~560	)		~~155~~134,~~714~~652
Other comprehensive loss, net		(13,896	)		—			—			—			—			(13,896	)		13,896			(13,896	)
Other comprehensive income, net		3,761			—			—			—			—			3,761			(3,761	)		3,761
Comprehensive income attributable to Noble Corporation	$	~~141~~138,~~818~~413		$	~~231~~131,~~979~~427		$	46,~~778~~726		$	~~147~~161,~~253~~758		$	~~(25~~71,~~453~~188	)	$	~~183~~176,~~646~~222		$	(~~584~~587,~~203~~321	)	$	~~141~~138,~~818~~413

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF ~~INCOME~~CASH FLOWS

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2011~~2013

(in thousands)

	Noble-Cayman			NHC and NDHCombined			NDC			NHIL			NDS6			OtherNon-guarantorSubsidiaries ~~ofNoble~~of Noble			ConsolidatingAdjustments			Total
Operating revenues
Cash flows from operating activities
Contract drilling services	$	—		$	100,009		$	14,800		$	—		$	—		$	1,770,356		$	(48,118	)	$	1,837,047
Net cash from operating activities	$	(24,033	)	$	21,420		$	2,894		$	(72,200)		$	(9,167	)	$	295,344		$	—		$	214,258
Reimbursables		—			3,381			12			—			—			60,458			—			63,851
Cash flows from investing activities
Labor contract drilling services		—			4			—			—			—			43,119			—			43,123
New construction and capital expenditures		—			(168,711	)		(18	)		—			—			(269,536	)		—			(438,265	)
Other		—			—			—			—			—			766			—			766
Net cash from investing activities		—			(168,711	)		(18	)		—			—			(269,536	)		—			(438,265	)
Total operating revenues		—			103,394			14,812			—			—			1,874,699			(48,118	)		1,944,787
Cash flows from financing activities
Operating costs and expenses
Net change in borrowings outstanding on bank credit facilities		209,680			—			—			—			—			—			—			209,680
Contract drilling services		4,818			31,554			5,681			26,625			—			960,102			(48,118	)		980,662
Financing costs on credit facilities		(1,895	)		—			—			—			—			—			—			(1,895	)
Reimbursables		—			3,331			—			—			—			46,466			—			49,797
Distributions to parent company, net		(53,110	)		—			—			—			—			—			—			(53,110	)
Labor contract drilling services		—			—			—			—			—			25,326			—			25,326
Advances (to) from affiliates		(131,640	)		146,864			(2,876	)		72,200			9,167			(93,715	)		—			—
Depreciation and amortization		—			36,330			2,781			—			—			446,899			—			486,010
Net cash from financing activities		23,035			146,864			(2,876	)		72,200			9,167			(93,715	)		—			154,675
Selling, general and administrative		5,397			4,206			—			24,756			1			14,450			—			48,810
Net change in cash and cash equivalents		(998	)		(427	)		—			—			—			(67,907	)		—			(69,332	)
Gain on contract extinguishments, net		—			—			—			—			—			(21,202	)		—			(21,202	)
Cash and cash equivalents, beginning of period		1,003			904			—			2			—			275,466			—			277,375
Total operating costs and expenses		10,215			75,421			8,462			51,381			1			1,472,041			(48,118	)		1,569,403
Cash and cash equivalents, end of period	$	5		$	477		$	—		$	2		$	—		$	207,559		$	—		$	208,043
Operating income (loss)		(10,215	)		27,973			6,350			(51,381	)		(1	)		402,658			—			375,384
Other income (expense)
Equity earnings in affiliates, net of tax		350,439			328,452			80,795			344,524			86,932			—			(1,191,142	)		—
Interest expense, net of amounts capitalized		(52,985	)		(45,527	)		(4,824	)		(67,667	)		(22,048	)		(3,284	)		150,935			(45,400	)
Interest income and other, net		4,953			19,376			8			38,557			6,321			85,698			(150,935	)		3,978
Income before income taxes		292,192			330,274			82,329			264,033			71,204			485,072			(1,191,142	)		333,962
Income tax (provision) / benefit		—			6,287			—			—			—			(47,767	)		—			(41,480	)
Net Income		292,192			336,561			82,329			264,033			71,204			437,305			(1,191,142	)		292,482
Net income attributable to noncontrolling interests		—			—			—			—			—			(290	)		—			(290	)
Net income attributable to Noble Corporation		292,192			336,561			82,329			264,033			71,204			437,015			(1,191,142	)		292,192
Other comprehensive loss, net		(5,992	)		—			—			—			—			(5,992	)		5,992			(5,992	)
Comprehensive income attributable to Noble Corporation	$	286,200		$	336,561		$	82,329		$	264,033		$	71,204		$	431,023		$	(1,185,150	)	$	286,200

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

~~Nine~~Three Months Ended ~~September~~March 3031, 2012

(in thousands)

	Noble-Cayman			NHC and NDHCombined			NDC			NHIL			NDS6			OtherNon-guarantorSubsidiaries ~~ofNoble~~of Noble			ConsolidatingAdjustments			Total
Cash flows from operating activities
Net cash from operating activities	$	(5911,~~614~~189	)	$	78,~~563~~286		$	84,~~989~~410		$	(~~107~~53,~~638~~966	)	$	(258,~~942~~425	)	$	1169,~~133,499~~770		$	—		$	~~956~~108,~~857~~886
Cash flows from investing activities
New construction and capital expenditures		—			(~~499~~136,~~141~~849	)		(~~1,040~~205	)		—			—			(~~940~~354,~~534~~582	)		—			(1491,~~440,715~~636	)
Notes receivable from affiliates		—			—			—			(1,188,287	)		—			—			1,188,287			—
Net cash from investing activities		—			(~~499~~136,~~141~~849	)		(~~1,040~~205	)		(1,188,287	)		—			(~~940~~354,~~534~~582	)		1,188,287			(1491,~~440,715~~636	)
Cash flows from financing activities
Change in bank credit facilities, net		(630,000	)		—			—			—			—			—			—			(630,000	)
Net change in borrowings outstanding on bank credit facilities		(825,000	)		—			—			—			—			—			—			(825,000	)
Proceeds from issuance of senior notes, net		—			—			—			1,186,636			—			—			—			1,186,636
Contributions from joint venture partners		—			—			—			—			—			40,000			—			40,000
Financing costs on credit facilities		(5,014	)		—			—			—			—			—			—			(5,014	)
Distributions to parent		(52,727	)		—			—			—			—			—			—			(52,727	)
Distributions to parent		(129,139	)		—			—			—			—			—			—			(129,139	)
Advances (to) from affiliates		(274,544	)		128,442			(4,205	)		55,621			8,425			86,261			—			—
Advances (to) from affiliates		(364,666	)		491,628			(7,949	)		109,308			25,942			(254,263	)		—			—
Notes payable to affiliates		1,188,287			—			—			—			—			—			(1,188,287	)		—
Net cash from financing activities		5936,~~468~~016			~~491~~128,~~628~~442			(74,~~949~~205	)		1,~~295~~242,~~944~~257			258,~~942~~425			~~(214~~126,~~263~~261	)		(1,188,287	)		~~462~~348,~~483~~909
Net change in cash and cash equivalents		~~(146~~24,827	)		50(121	)		—			194			—			(2158,~~298~~551	)		—			(2133,~~375~~841	)
Cash and cash equivalents, beginning of period		146			385			—			—			—			234,525			—			235,056
Cash and cash equivalents, end of period	$	—24,973		$	~~435~~264		$	—		$	194		$	—		$	~~213~~175,~~227~~974		$	—		$	~~213~~201,~~681~~215

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2011

(in thousands)

	Noble-Cayman			NHC and NDHCombined			NDC			NHIL			NDS6			OtherNon-guarantorSubsidiaries ofNoble			ConsolidatingAdjustments			Total
Cash flows from operating activities
Net cash from operating activities	$	(40,060	)	$	30,944		$	6,889		$	(105,014	)	$	(19,420	)	$	614,119		$	—		$	487,458
Cash flows from investing activities
New construction and capital expenditures		—			(1,135,054	)		(475	)		—			—			(880,871	)		—			(2,016,400	)
Notes receivable from affiliates		20,000			—			—			(1,096,927	)		—			200,000			876,927			—
Refund from contract extinguishments		—			—			—			—			—			18,642			—			18,642
Net cash from investing activities		20,000			(1,135,054	)		(475	)		(1,096,927	)		—			(662,229	)		876,927			(1,997,758	)
Cash flows from financing activities
Change in bank credit facilities, net		675,000			—			—			—			—			—			—			675,000
Proceeds from issuance of senior notes, net		—			—			—			1,087,833			—			—			—			1,087,833
Contributions from joint venture partners		—			—			—			—			—			481,000			—			481,000
Payments of joint venture debt		—			—			—			—			—			(693,494	)		—			(693,494	)
Settlement of interest rate swaps		—			—			—			—			—			(29,032	)		—			(29,032	)
Financing costs on credit facilities		(2,835	)		—			—			—			—			—			—			(2,835	)
Distributions to parent		(149,566	)		—			—			—			—			—			—			(149,566	)
Advances (to) from affiliates		(355,081	)		1,121,756			28,586			114,108			19,420			(928,789	)		—			—
Notes payable to affiliates		(147,500	)		(17,500	)		(35,000	)		—			—			1,076,927			(876,927	)		—
Net cash from financing activities		20,018			1,104,256			(6,414	)		1,201,941			19,420			(93,388	)		(876,927	)		1,368,906
Net change in cash and cash equivalents		(42	)		146			—			—			—			(141,498	)		—			(141,394	)
Cash and cash equivalents, beginning of period		42			146			—			—			—			333,211			—			333,399
Cash and cash equivalents, end of period	$	—		$	292		$	—		$	—		$	—		$	191,713		$	—		$	192,005

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

The following discussion is intended to assist you in understanding our financial position at ~~September~~March 3031, ~~2012~~2013, and our results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012. The following discussion should be read in conjunction with the consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012 filed by Noble Corporation, a Swiss corporation (“Noble-Swiss”), and Noble Corporation, a Cayman Islands company (“Noble-Cayman”).

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this report regarding contract backlog, fleet status, our financial position, business strategy, timing or results of acquisitions or dispositions, repayment of debt, borrowings under our Credit Facilities (as defined below), issuance of commercial paper notes, completion and acceptance of our newbuild rigs, future capital expenditures, contract commitments, dayrates, contract commencements, extension or renewals, contract tenders, the outcome of any dispute, litigation or investigation, plans and objectives of management for future operations, foreign currency requirements, results of joint ventures, indemnity and other contract claims, construction and upgrade of rigs, industry conditions including the effect of disruptions of drilling in the U.S. Gulf of Mexico, access to financing, impact of competition, governmental regulations and permitting, availability of labor, worldwide economic conditions, taxes and tax rates, indebtedness covenant compliance, and timing for compliance with any new regulations are forward-looking statements. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should” and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this report on Form 10-Q and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. We have identified factors including but not limited to operating hazards and delays, risks associated with operations outside the U.S., actions by regulatory authorities, customers, joint venture partners, contractors, lenders and other third parties, legislation and regulations affecting drilling operations, costs and difficulties relating to the integration of businesses, factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime, factors that reduce applicable dayrates, violations of anti-corruption laws, hurricanes and other weather conditions and the future price of oil and gas that could cause actual plans or results to differ materially from those included in any forward-looking statements. These factors include those referenced or described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012, our Quarterly Reports on Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission (“SEC”). We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us.

Executive Overview

Noble-Swiss is a leading ~~provider of~~ offshore ~~contract~~ drilling ~~services~~contractor for the oil and gas industry. ~~Our~~We perform contract drilling services with our fleet of 79 mobile offshore drilling units ~~consists~~located ofworldwide. 14We ~~semisubmersibles,~~also 14own one ~~drillships,~~floating ~~49 jackups~~production storage and ~~two~~offloading ~~submersibles~~unit. ~~Additionally~~At March 31, we2013, ~~have~~our ~~one~~fleet ~~floating~~consisted ~~production~~of ~~storage~~14 ~~and~~semisubmersibles, ~~offloading~~14 ~~unit.~~drillships, ~~Our~~49 ~~fleet~~jackups ~~includes~~and two submersibles, including 11 units under construction as follows:

•

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

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

3635

Outlook

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

~~There~~We believe both the short-term and long-term outlook for the deep and ultra-deepwater markets continues to bestrengthen. ~~uncertainty~~Market ~~regarding~~dayrates ~~the~~for ~~sustainability~~new ofultra-deepwater units consistently remained above $500,000 throughout the ~~global~~past ~~economic~~12 ~~recovery~~months, which is ~~proceeding~~higher ~~unevenly~~than inrates ~~different~~seen ~~geographic~~in ~~regions~~recent years. InA ~~addition~~number toof ~~political~~fixtures ~~instability~~have exceeded $550,000, and in certain ~~oil~~cases ~~producing~~even ~~nations~~exceeded in$600,000. Our ~~the~~market ~~Middle~~analysis ~~East~~indicates ~~and~~that ~~North Africa,~~ there is ~~also~~little, ~~uncertainty~~if ~~regarding~~any, ~~recovery~~availability inof ~~the~~ultra-deepwater ~~credit~~units ~~markets,~~for ~~particularly~~2013. In ~~in Europe~~addition, ~~which~~availability ~~some~~of ~~analysts~~ultra-deepwater ~~predict~~units ~~could~~in be2014 ~~the~~continues ~~catalyst~~to ~~for~~decrease. aUtilization rates ~~worldwide~~for ~~recession.~~jackups Asstabilized ain ~~result~~2011, ~~oil~~ ~~prices~~and ~~during~~improved ~~2012~~in ~~have~~most ~~been~~regions ~~volatile~~during ~~for~~2012 ~~short-term~~and ~~pricing.~~the ~~Supply~~first ~~side~~three ~~concerns~~months inof ~~response~~2013. toWe ~~continued~~have ~~political~~seen ~~unrest~~tangible inmarket ~~the~~activity ~~Middle~~and ~~East~~anticipate ~~and~~a ~~North~~favorable ~~Africa~~environment ~~are~~for ~~weighed~~these ~~against~~rigs ~~global~~in ~~recession~~the ~~fears~~short-term. We ~~Natural~~continue ~~gas~~to ~~prices~~see differentiation in the ~~United~~jackup ~~States continue~~market, towith benewer atunits ~~low~~having ~~levels~~utilization ~~based~~rates onand ~~current~~dayrates ~~oversupply.~~exceeding Wethose ~~believe~~for ~~these~~units ~~competing~~that ~~factors~~entered ~~will~~service ~~impact~~before ~~the~~2000. ~~volatility~~We continue to see improvement in the ~~offshore~~older ~~drilling~~jackup market with increased utilization and competitive ~~the~~dayrates ~~prices~~for ofthese ~~oil~~rigs ~~and~~as ~~gas~~well, ~~commodities~~with ~~for~~most ~~the~~regions ~~foreseeable~~experiencing ~~future~~market utilization of 90 percent or higher.

Despite the ~~instability~~positive inmarket ~~the~~conditions ~~global economy and commodity prices~~ noted above, ~~the~~global ~~market~~economic ~~for~~risks ~~offshore~~remain ~~drilling~~present ~~services~~with ~~has continued~~ the ~~upward~~volatility ~~trend~~of ~~that began in 2011. We believe both~~ the ~~short-term~~equity and ~~long-term outlook for the deep and ultra-deepwater~~ credit markets ~~continues~~as towell ~~strengthen.~~as ~~Market~~banking ~~dayrates~~fears ~~for new ultra-deepwater units remain above $500,000, which is higher than rates seen~~ in ~~recent years~~Europe. In Aaddition, ~~number~~political ~~of fixtures have exceeded $550~~instability,~~000,~~ ~~and~~especially in ~~certain~~the ~~cases~~Middle ~~even~~and ~~exceeded~~Far ~~$600,000.~~East ~~Our~~as ~~market~~well ~~analysis~~as ~~indicates~~North ~~that there is little~~Africa, ifhas ~~any,~~further ~~availability~~created ofuncertainty ~~ultra-deepwater~~within ~~units~~the ~~for 2012, and 2013 availability is rapidly decreasing~~marketplace. ~~Utilization~~While ~~rates~~these ~~for~~factors ~~jackup~~do ~~units stabilized in 2011~~create volatility, and ~~improved~~potential risk in ~~most regions during~~ the ~~first nine months of 2012. While we currently have three jackup rigs available~~marketplace, we ~~have~~believe ~~seen tangible market activity and anticipate a favorable environment for these rigs in~~ the ~~short~~long-term. Weoutlook ~~continue~~remains topositive ~~see differentiation in the jackup market, with newer units having utilization rates and dayrates exceeding those~~ for ~~units that entered service before 2000. However, we continue to see improvement in~~ the ~~older~~price ~~jack-up~~of ~~market~~oil ~~with increased utilization~~ and ~~competitive~~gas ~~dayrates~~commodities.

~~Demand~~Results ~~for our drilling services generally depends on a variety of economic~~ and ~~political~~Strategy factors, including worldwide demand for oil and gas, the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing, the level of production of non-OPEC countries and the policies of various governments regarding access to their oil and gas reserves. Our results of operations depend on offshore drilling activity worldwide. Historically, oil and gas prices and market expectations of potential changes in these prices have significantly affected that level of activity. Generally, higher oil and natural gas prices, or our customers’ expectations of higher prices, result in greater demand for our services and lower oil and gas prices result in reduced demand for our services. Demand for our services is also a function of the worldwide supply of mobile offshore drilling units. Industry analysts widely report that a significant expansion of industry supply of both jackups and ultra-deepwater units is underway. This increased supply and the introduction of additional non-contracted rigs into the marketplace could have an adverse effect on demand for our services or the dayrates we are able to achieve.

WeOur ~~currently~~goal ~~have~~is ~~12 rigs contracted in Mexico with Pemex Exploracion y Produccion (“Pemex”), and three of these rigs have contracts scheduled~~ to ~~expire~~be in the ~~fourth~~preferred ~~quarter~~offshore ~~of 2012. Pemex continues to tender for additional jackup rigs as it attempts to increase the number of working rigs. Some previous tenders~~drilling ~~published~~contractor by Pemex contained a requirement that certain units must have entered service since the year 2000. While Pemex did not succeed in securing a significant number of newer rigs from those published tenders, we cannot predict whether this age requirement will be present in future Pemex tenders. If this requirement is present in future tenders, it could require us to seek work for ~~our rigs in other locations, as~~ the ~~ages~~oil ofand ~~our~~gas ~~rigs~~industry ~~currently~~based ~~operating~~upon in Mexico do not meet this requirement. If such work is not available, it could lead to additional idle time on some of our rigs. We cannot predict how many rigs might be affected or how long they could remain idle. Given the ~~current~~following ~~market~~core ~~conditions~~principles: ~~and availability of rigs, we believe our rigs will either receive contract extensions with PEMEX or will find additional work in the future.~~

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

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provide an attractive investment vehicle for our shareholders; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Demand for our services is a function of the worldwide supply of mobile offshore drilling units. Industry analysts widely acknowledge that a significant expansion of industry supply of both jackups and ultra-deepwater units has commenced, many of which currently have no contract. The introduction of non-contracted rigs into the marketplace will increase the supply of rigs which compete for drilling service contracts, which could negatively impact the dayrates we are able to achieve. Our strategy on newbuild construction has generally been to expand our drilling fleet in connection with a long-term drilling contract that covers a substantial portion of our capital investment and provides an acceptable return on our capital employed. However, in response to the addition of a significant number of new, technologically advanced units in the global fleet and changes in customer requirements and preferences, we believe that in order to maintain long-term competitiveness, it has become both necessary and desirable for us to engage in building highly advanced jackups and floating units on a speculative basis. Of the units we currently have under construction, three of the heavy-duty, harsh environment jackups are being constructed without customer contracts. We will attempt to secure contracts for these units prior to their completion. We may continue speculative building, even in the absence of contracts for our units already under construction.

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

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

InContract ~~connection~~Drilling ~~with~~Services ~~our~~Backlog existing drilling contracts with Petrobras for two of our drillships operating in Brazil, we approved certain shipyard reliability upgrade projects for these drillships, the Noble Leo Segerius and the Noble Roger Eason. These upgrade projects are designed to enhance the reliability and operational performance of these drillships. During the first quarter of 2012, the Noble Leo Segerius completed the shipyard portion of its reliability upgrade and departed the shipyard in Brazil for seatrials, final commissioning and customer acceptance activities. The Noble Leo Segerius returned to work in the fourth quarter of 2012. The Noble Roger Eason entered the shipyard for its reliability upgrade in the second quarter of 2012, which is expected to take approximately 270 days to complete. There are a number of risks associated with shipyard projects of this nature, particularly in Brazil, including potential project delays and cost overruns because of labor, customs, local shipyard, local content and other issues. For example, recently a number of labor issues within the operational and regulatory support infrastructure in Brazil caused two rigs to be delayed in returning to operations following the completion of shipyard projects. In addition, the drilling contracts for these vessels provide Petrobras with certain rights of termination in the event of excessive downtime, and it is possible that Petrobras could exercise this right in the future with respect to one or both of these drillships. We intend to continue to closely monitor and discuss with Petrobras the status of these projects and plan to take appropriate steps to mitigate identified risks, which depending upon the circumstances, could involve a variety of options.

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

Our business strategy focuses on the active expansion of our fleet through construction and acquisitions of drilling units, coupled with upgrades and modifications of existing units. We seek to deploy our drilling assets in important oil and gas producing areas. We have actively expanded our offshore drilling and deepwater capabilities in recent years through the construction of new rigs, and as part of this technical and operational expansion, we plan to continue pursuing opportunities to upgrade our fleet to achieve greater technological capability, which we believe will lead to increased drilling efficiencies and the ability to complete increasingly more complex well programs.


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

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

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

We(1) ~~believe~~Represents modernizing our overall fleet is an important element of our strategy. We may dispose of some, or all, of our lower specification units and related assets and operations in one or more transactions. These dispositions may include sales of assets to third parties, a ~~spin~~nine-~~off~~month orperiod ~~other~~beginning ~~distribution~~April ~~or separation of assets. In analyzing any disposition~~1, ~~we will consider the strategic benefit of the potential transaction while seeking to secure what we consider appropriate value to our shareholders~~2013. To date, no potential disposition has provided the results we seek. The drilling market for lower specification units has recently improved. While we expect the increased utilization and dayrates experienced in most regions for these assets to contribute positively to our overall results under current market conditions, we do continue to analyze strategic options for these lower specification units in a manner that we believe will maximize shareholder value. We can provide no assurance as to whether, or when, any disposition transaction will occur or what form it may take.

At(2) ~~September 30,~~Our ~~2012~~drilling contracts with Petróleo Brasileiro S.A. (“Petrobras”) provide an opportunity for us to earn performance bonuses based on downtime experienced for our rigs operating offshore Brazil. With respect to our semisubmersibles/drillships operating offshore Brazil for Petrobras, we ~~continued~~have included in our ~~newbuild~~backlog ~~strategy~~an ~~with~~amount ~~the~~equal ~~following~~to 1175 ~~projects:~~percent of potential performance bonuses for such semisubmersibles. Our backlog for semisubmersibles/drillships includes approximately $184 million attributable to these performance bonuses.

•The ~~one~~drilling ~~dynamically~~contracts ~~positioned,~~with ~~ultra-deepwater~~Royal Dutch Shell, ~~harsh~~PLC ~~environment~~(“Shell”) for the Noble Globetrotter~~-class~~ ~~drillship~~I, ~~which~~Noble isGlobetrotter ~~scheduled~~II, Noble Jim Thompson, Noble Clyde Boudreaux, Noble Max Smith, Noble Don Taylor and Noble Jim Day provide opportunities for us to beearn ~~delivered~~performance bonuses based on key performance indicators as defined by Shell. With respect to ~~our~~these ~~customer~~contracts, we have included in ~~the~~our ~~fourth~~backlog ~~quarter~~an amount equal to 50 percent of ~~2013;~~the potential performance bonuses for these rigs. Our backlog for these rigs includes approximately $404 million attributable to these performance bonuses.

•(3) ~~four~~Petróleos ~~dynamically~~Mexicanos ~~positioned,~~(“Pemex”) ~~ultra-deepwater,~~has ~~harsh~~the ~~environment~~ability ~~drillships~~to atcancel ~~Hyundai~~its ~~Heavy~~drilling ~~Industries~~contracts ~~Co.~~on ~~Ltd.~~30 ~~(“HHI”),~~days ~~the~~or ~~first~~less ofnotice ~~which~~without isPemex’s ~~estimated~~making toan beearly ~~delivered~~termination ~~from~~payment. ~~the~~As ~~shipyard~~of toMarch ~~begin~~31, ~~acceptance~~2013, ~~testing~~we inhad ~~the~~twelve ~~second~~rigs ~~quarter~~contracted ofto ~~2013;~~Pemex in Mexico, and our backlog includes approximately $619 million related to such contracts.

•(4) ~~six~~Our ~~high-specification~~drilling ~~heavy~~contracts ~~duty,~~generally ~~harsh~~provide ~~environment~~the ~~jackup~~customer ~~rigs,~~an ~~the~~early ~~first~~termination ofright ~~which~~in isthe ~~estimated~~event we fail to bemeet ~~delivered~~certain ~~from~~performance standards, including downtime thresholds. For example, Petrobras has the ~~shipyard~~right to ~~begin~~terminate ~~acceptance~~its ~~testing~~contracts in the ~~first~~event ~~quarter~~ of ~~2013~~excessive downtime. While we have exceeded downtime thresholds in the past on certain rigs contracted with Petrobras, we have not received any notification concerning contract cancellations nor do we anticipate receiving any such notifications.

Of(5) ~~our~~Percentages 11take ~~rigs~~into ~~under~~account ~~construction~~additional ascapacity offrom ~~September 30, 2012, two of~~ the ~~drillships~~estimated ~~are~~dates ~~committed~~of ~~for~~deployment ~~five years or more and one drillship is committed for three years. Additionally, two~~ of ~~the~~our ~~jackup~~newbuild rigs ~~have~~that ~~received~~are ~~commitments~~scheduled ~~for~~to ~~contracts.~~commence ~~The~~operations ~~remaining~~during ~~rigs~~2013 ~~are~~through ~~currently being constructed without contracts~~2015.

~~While~~(6) weNoble ~~cannot~~and ~~predict~~a subsidiary of Shell are involved in joint ventures that own and operate both the ~~future~~Noble ~~level~~Bully I and the Noble Bully II. Under the terms of ~~demand~~the orjoint ~~dayrates~~venture ~~for~~agreements, ~~our~~each ~~drilling~~party ~~services~~has oran ~~future~~equal ~~conditions~~50 percent share in ~~the~~ ~~offshore~~both ~~contract~~vessels. ~~drilling~~As ~~industry~~of March 31, we2013, ~~continue~~the tocombined ~~believe~~amount weof ~~are~~backlog ~~well~~for ~~positioned~~these ~~within~~rigs ~~the~~totals ~~industry~~$2.2 ~~and~~billion, ~~our~~all ~~newbuild~~of ~~program~~which ~~will~~is ~~further~~included ~~strengthen~~in our ~~position,~~backlog. ~~especially~~Noble’s net interest in the ~~ultra-deepwater~~backlog ~~and~~for ~~high-specification~~these ~~markets~~rigs is $1.1 billion.

Our contract drilling services backlog reported above reflects estimated future revenues attributable to both signed drilling contracts and letters of intent that we expect to realize. A letter of intent is generally subject to customary conditions, including the execution of a definitive drilling contract. It is possible that some customers that have entered into letters of intent will not enter into signed drilling contracts. We calculate backlog for any given unit and period by multiplying the full contractual operating dayrate for such unit by the number of days remaining in the period. The reported contract drilling services backlog does not include amounts representing revenues for mobilization, demobilization and contract preparation, which are not expected to be significant to our contract drilling services revenues, amounts constituting reimbursables from customers or amounts attributable to uncommitted option periods under drilling contracts or letters of intent.

InThe amount of actual revenues earned and the ~~third~~actual ~~quarter~~periods ofduring ~~2012,~~which werevenues ~~recognized~~are ~~net~~earned may ~~income~~be ~~attributable~~materially different than the backlog amounts and backlog periods set forth in the table above due to ~~Noble-Swiss~~various factors, including, but not limited to, shipyard and maintenance projects, unplanned downtime, achievement of ~~$115~~bonuses, weather ~~million~~conditions and other factors that result in applicable dayrates lower than the full contractual operating dayrate. In addition, amounts included in the backlog may change because drilling contracts may be varied or $0modified 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.45 ~~per~~As ~~diluted~~a ~~share~~result, onour ~~total~~backlog ~~revenues~~as of ~~$884~~any ~~million.~~particular ~~Sequential~~date ~~results~~may not be indicative of our ~~key~~actual ~~metrics~~operating ~~are~~results asfor ~~follows:~~the periods for which the backlog is calculated.

	Three Months Ended
	September 30,			June 30,
	2012			2012
Average dayrate	$	168,608		$	181,663
Average utilization		78	%		76	%
Daily contract drilling services costs	$	90,885		$	90,699
Contract drilling services margin		46	%		50	%

As of March 31, 2013, we estimate Shell and Petrobras represented approximately 61 percent and 14 percent, respectively, of our backlog.

Contract Drilling Services Backlog

We maintain a backlog (as defined below) of commitments for contract drilling services. The following table sets forth, as of September 30, 2012, 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		2012 (1)			2013			2014			2015			2016-2023
	(In millions)
Contract Drilling Services Backlog
Semisubmersibles/Drillships (2) (4) (6)	$	12,495	$	651		$	2,607		$	2,614		$	1,878		$	4,745
Jackups/Submersibles (3)		2,302		344			1,229			631			98			—
Total (4)	$	14,797	$	995		$	3,836		$	3,245		$	1,976		$	4,745
Percent of Available Operating Days
Committed (5)				83	%		69	%		45	%		19	%		5	%

(1) Represents a three-month period beginning October 1, 2012.

(2) Our drilling contracts with Petrobras provide an opportunity for us to earn performance bonuses based on downtime experienced for our rigs operating offshore Brazil. With respect to our semisubmersibles operating offshore Brazil for Petrobras, we have included in our backlog an amount equal to 75 percent of potential performance bonuses for such semisubmersibles, which amount is based on and generally consistent with our historical earnings of performance bonuses for these rigs. With respect to our drillships presently operating offshore Brazil for Petrobras, we (a) have not included in our backlog any performance bonuses for periods prior to the commencement of certain upgrade projects planned for 2012 and 2013, which projects are designed to enhance the reliability and operational performance of these drillships, and (b) have included in our backlog an amount equal to 75 percent of potential performance bonuses for periods after the estimated completion of such upgrade projects. Our backlog for semisubmersibles/drillships includes approximately $219 million attributable to these performance bonuses.

The drilling contracts with Shell for the Noble Globetrotter I, Noble Globetrotter II, Noble Jim Thompson, Noble Clyde Boudreaux and Noble Max Smith, as well as the letters of intent for the Noble Jim Day and Noble Don Taylor, provide opportunities for us to earn performance bonuses based on key performance indicators as defined by Shell. With respect to these contracts, we have included in our backlog an amount equal to 50 percent of the potential performance bonuses for these rigs. Our backlog for these rigs includes approximately $414 million attributable to these performance bonuses.

(3) Pemex has the ability to cancel its drilling contracts on 30 days or less notice without requiring an early termination payment by Pemex. As of September 30, 2012, we had 12 rigs contracted to Pemex in Mexico, and our backlog includes approximately $693 million related to such contracts at September 30, 2012.

(4) Our drilling contracts generally provide the customer an early termination right in the event we fail to meet certain performance standards, including downtime thresholds. For example, Petrobras has the right to terminate its contracts in the event of excessive downtime. While we have exceeded downtime thresholds in the past on certain rigs contracted with Petrobras, we have not received any notification concerning contract cancellations to date nor do we anticipate receiving any such notifications.

(5) Percentages take into account additional capacity from the estimated dates of deployment of our newbuild rigs that are scheduled to commence operations during 2012 through 2015.

(6) Noble and a subsidiary of Shell are involved in joint venture agreements to own and operate both the Noble Bully I and the Noble Bully II. Pursuant to these agreements, each party has an equal 50 percent share in both vessels. As of September 30, 2012, the combined amount of backlog for these rigs totaled $2.4 billion, all of which is included in our backlog. Noble’s proportionate interest in the backlog for these rigs was $1.2 billion.

Our contract drilling services backlog reported above reflects estimated future revenues attributable to both signed drilling contracts and letters of intent that we expect will become binding contracts. A letter of intent is generally subject to customary conditions, including the execution of a definitive drilling contract. For a number of reasons, it is possible that some customers that have entered into letters of intent will not enter into signed drilling contracts. We calculate backlog for any given unit and period by multiplying the full contractual operating dayrate for such unit by the number of days remaining in the period. The reported contract drilling services backlog does not include amounts representing revenues for mobilization, demobilization and contract preparation, which are not expected to be significant to our contract drilling services revenues, amounts constituting reimbursables from customers or amounts attributable to uncommitted option periods under drilling contracts or letters of intent.

The amount of actual revenues earned and the actual periods during which revenues are earned may be different than the backlog amounts and backlog periods set forth in the table above for various factors, including, but not limited to, shipyard and maintenance projects, operational downtime, weather conditions, bonuses and other factors that result in applicable dayrates lower than the full contractual operating dayrate. In addition, amounts included in the backlog may change as a result of government-imposed restrictions or delays in the issuance of drilling permits. Furthermore, drilling contracts may be varied or modified by mutual consent or customers may exercise early termination rights contained in some of our drilling contracts or decline to enter into a drilling contract after executing a letter of intent. As a result, our backlog as of any particular date may not be indicative of our actual operating results for the subsequent periods for which the backlog is calculated.

As of September 30, 2012, we estimate Shell and Petrobras represented approximately 61% and 15%, respectively, of our backlog.

Nigerian Operations

AsIn ~~previously~~April ~~disclosed~~2010, inthe ~~November~~Nigerian ~~2010~~Oil weand ~~finalized~~Gas ~~settlements~~Industry ~~with~~Content ~~the~~Development ~~SEC~~Bill ~~and~~was ~~the~~signed ~~Department~~into oflaw. ~~Justice~~The aslaw ~~the~~is ~~result~~designed ofto create anNigerian ~~internal~~content ~~investigation~~in ofoperations ~~the~~and ~~legality~~transactions ~~under~~within the ~~United~~Nigerian ~~States~~oil ~~Foreign Corrupt~~and ~~Practices~~gas ~~Act~~industry. ~~(“FCPA”)~~The ~~and~~law ~~local~~sets ~~laws~~forth of certain ~~reimbursement~~requirements ~~payments~~for ~~made~~the byutilization ~~our~~of Nigerian ~~affiliate~~human toresources ~~our~~and ~~customs~~goods ~~agents~~and services in ~~Nigeria.~~oil Inand ~~January~~gas ~~2011,~~projects and creates a Nigerian ~~subsidiary~~Content ofDevelopment ~~Noble-Swiss~~and ~~resolved~~Monitoring anBoard ~~investigation~~to byimplement and monitor the ~~Nigerian Economic~~law and ~~Financial~~develop ~~Crimes~~regulations ~~Commission~~pursuant ~~and~~to the law. The Nigerian ~~Attorney~~Content ~~General~~Development ~~Office~~and ~~into~~Monitoring ~~these~~Board ~~same~~has ~~activities.~~indicated ~~Any~~that ~~additional~~it ~~investigation~~will byrequire ~~these~~all ornon-Nigerian ~~other~~offshore drilling ~~agencies~~companies ~~could~~to ~~damage~~reorganize ~~our~~their ~~reputation~~local ~~and~~operations ~~result~~to include Nigerian indigenous minority interests in ~~substantial~~the ~~fines,~~operating ~~sanctions,~~assets ~~civil~~ and~~/or~~ ~~criminal~~to ~~penalties~~obtain ~~and~~the ~~curtailment~~approval of ~~operations~~the inNigerian ~~certain~~Content ~~jurisdictions~~Development and ~~might~~Monitoring ~~adversely~~Board ~~affect~~for ~~our~~future ~~business~~work in Nigeria. The law also establishes a Nigerian Content Development Fund to fund the implementation of the law, ~~results~~and requires that one percent of ~~operations~~the orvalue ~~financial~~of ~~condition.~~every ~~Further,~~contract ~~resolving~~awarded ~~any~~in ~~additional~~the ~~investigations~~Nigerian ~~could~~oil and gas industry be ~~expensive~~paid ~~and~~into ~~consume~~the fund. We cannot predict what ~~significant~~impact ~~time~~the ~~and~~new ~~attention~~law ofmay have on our ~~senior~~existing ~~management~~or future operations in Nigeria, but the effect on our operations there could be significant.

In April 2010, the Nigerian Oil and Gas Industry Content Development Bill was signed into law. The law is designed to create Nigerian content in operations and transactions within the Nigerian oil and gas industry. The law sets forth certain requirements for the utilization of Nigerian human resources and goods and services in oil and gas projects and creates a Nigerian Content Development and Monitoring Board (“NCDMB”) to implement and monitor the law and develop regulations pursuant to the law. The NCDMB has indicated that it will require all non-Nigerian offshore drilling companies to reorganize their local operations to include Nigerian indigenous minority interests in the operating assets and to obtain the approval of the NCDMB for future work in Nigeria. The NCDMB actively monitors awards for future work and reviews plans for local content and development of Nigerian interests. The law also established a Nigerian Content Development Fund to fund the implementation of the law, and requires that 1 percent of the value of every contract awarded in the Nigerian oil and gas industry be paid into the fund. We cannot predict what impact the law may have on our existing or future operations in Nigeria, but the effect on our operations there could be significant.

Results of Operations

For the Three Months Ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012

Net income attributable to Noble Corporation (“Noble-Swiss”) for the three months ended ~~September~~March 3031, ~~2012~~2013 (the “Current Quarter”) was $~~115~~150 million, or $0.4559 per diluted share, on operating revenues of $~~884~~971 million, compared to net income for the three months ended ~~September~~March 3031, ~~2011~~2012 (the “Comparable Quarter”) of $~~135~~120 million, or $0.5347 per diluted share, on operating revenues of $~~738~~798 million.

~~The~~As ~~consolidated~~a ~~financial~~result ~~statements~~ of Noble-Swiss conducting ~~include the accounts of Noble-Cayman; Noble-Swiss conducts substantially~~ all of its business through Noble-Cayman and its subsidiaries~~. As a result~~, the financial position and results of operations for Noble-Cayman, and the reasons for material changes in the amount of revenue and expense items between ~~2012~~2013 and ~~2011~~2012, would be the same as the information presented below regarding Noble-Swiss in all material respects, except operating income for Noble-Cayman for the three months ended ~~September~~March 3031, 2013 and 2012 was $1719 million and $14 million higher than operating income for Noble-Swiss for the same period. The operating income difference is primarily a result of executive costs directly attributable to Noble-Swiss for operations support and stewardship related services.

~~Rig~~39 ~~Utilization, Operating Days and Average Dayrates~~

Operating revenues and operating costs and expenses for our contract drilling services segment are dependent on three primary metrics — rig utilization, operating days and dayrates. The following table sets forth the average rig utilization, operating days and average dayrates for our rig fleet for the three months ended September 30, 2012 and 2011:

	Average RigUtilization (1)						OperatingDays (2)							AverageDayrates
	Three Months EndedSeptember 30,						Three Months EndedSeptember 30,							Three Months EndedSeptember 30,
	2012			2011			2012		2011		% Change			2012		2011		% Change
Jackups		83	%		82	%		3,285		3,229		2	%	$	97,857	$	89,352		10	%
Semisubmersibles		83	%		84	%		1,067		1,086		-2	%		331,900		315,034		5	%
Drillships		73	%		60	%		590		329		79	%		267,166		225,669		18	%
Other		0	%		0	%		—		—		—			—		—		—
Total		78	%		76	%		4,942		4,644		6	%	$	168,608	$	151,782		11	%

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

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

Contract Drilling Services

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

	Three Months EndedSeptember 30,				Change
	2012		2011		$			%
Operating revenues:
Contract drilling services	$	833,212	$	704,892	$	128,320			18	%
Reimbursables (1)		27,087		14,646		12,441			85	%
Other		16		8		8			100	%
	$	860,315	$	719,546	$	140,769			20	%
Operating costs and expenses:
Contract drilling services	$	449,125	$	358,547	$	90,578			25	%
Reimbursables (1)		20,039		11,362		8,677			76	%
Depreciation and amortization		191,638		162,837		28,801			18	%
Selling, general and administrative		26,228		27,212		(984	)		-4	%
		687,030		559,958		127,072			23	%
Operating income	$	173,285	$	159,588	$	13,697			9	%

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

Operating Revenues—Changes in contract drilling services revenues for the Current Quarter as compared to the Comparable Quarter were driven by increases in both average dayrates and operating days. The 11 percent increase in average dayrates increased revenue by $83 million while the 6 percent increase in operating days increased revenues by approximately $45 million.

The change in contract drilling services revenues relates to our drillships, jackups and semisubmersibles, which generated approximately $83 million, $33 million and $12 million more revenue, respectively, in the Current Quarter.

The increase in drillship revenues was driven by a 79 percent increase in operating days and an 18 percent increase in average dayrates, resulting in a $59 million and a $24 million increase in revenues, respectively, from the Comparable Quarter. The increase in both operating days and average dayrates was the result of the Noble Bully I, Noble Bully II and Noble Globetrotter I, which commenced their contracts with Shell in March 2012, April 2012, and July 2012, respectively.

The 10 percent increase in jackup average dayrates resulted in a $28 million increase in revenues, which was coupled with a 2 percent increase in jackup operating days, resulting in a $5 million increase in revenues from the Comparable Quarter. The increase in average dayrates resulted from improved market conditions in the global shallow water market throughout the jackup fleet. The slight increase in utilization primarily related to rigs in Mexico, the North Sea and the Middle East, which experienced increased operating days during the Current Quarter.

The 5 percent increase in semisubmersible average dayrates resulted in an $18 million increase in revenues from the Comparable Quarter, which was partially offset by the 2 percent decrease in operating days, which resulted in a $6 million decrease in revenues. The increase in average dayrates is a result of the Noble Paul Romano returning to work at a higher than average dayrate after being stacked in the Comparable Quarter, as well as favorable dayrate changes on new contracts across the semisubmersible fleet. The slight decrease in operating days is primarily from the Noble Dave Beard, the Noble Max Smith and the Noble Clyde Boudreaux, which all experienced mobilization time and/or shipyard time to undergo contract preparations and/or repairs and regulatory inspections during the Current Quarter after operating at full capacity during the Comparable Quarter.

Operating Costs and Expenses—Contract drilling services operating costs and expenses increased $91 million for the Current Quarter as compared to the Comparable Quarter. A portion of the increase is due to the crew-up and operating expenses for the recently completed rigs noted above, which added approximately $40 million in expense during the Current Quarter. Excluding the additional expenses related to these rigs, our contract drilling costs increased $51 million in the Current Quarter from the Comparable Quarter. This change was primarily driven by a $20 million increase in repair and maintenance, a $12 million increase in labor, a $9 million increase related to shorebase support, a $5 million increase in insurance costs related to increased premiums on our new policy renewed in March 2012, a $3 million increase in safety, training and regulatory inspections and a $2 million increase in rig catering and other miscellaneous expenses.

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

Other

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

	Three Months EndedSeptember 30,				Change
	2012		2011		$			%
Operating revenues:
Labor contract drilling services	$	22,667	$	15,564	$	7,103			46	%
Reimbursables (1)		1,050		2,792		(1,742	)		-62	%
	$	23,717	$	18,356	$	5,361			29	%
Operating costs and expenses:
Labor contract drilling services	$	12,991	$	8,053	$	4,938			61	%
Reimbursables (1)		1,008		2,609		(1,601	)		-61	%
Depreciation and amortization		3,449		3,376		73			2	%
Selling, general and administrative		630		324		306			94	%
		18,078		14,362		3,716			26	%
Operating income	$	5,639	$	3,994	$	1,645			41	%

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

Other Income and Expenses

Interest Expense, net of amount capitalized—Interest expense, net of amount capitalized, increased $14 million in the Current Quarter as compared to the Comparable Quarter. The increase is a result of the $1.2 billion of senior notes issued in February 2012, coupled with lower capitalized interest due primarily to the completion of construction on three of our newbuild drillships. During the Current Quarter, we capitalized approximately 55 percent of total interest charges versus approximately 74 percent during the Comparable Quarter.

Income Tax Provision—Our income tax provision increased $8 million in the Current Quarter as a result of a higher effective tax rate during the Current Quarter. The increase in the income tax rate was primarily due to fewer discrete tax benefits recognized during the Current Quarter.

For the Nine Months Ended September 30, 2012 and 2011

Net income attributable to Noble Corporation (“Noble-Swiss”) for the nine months ended September 30, 2012 (the “Current Period”) was $395 million, or $1.55 per diluted share, on operating revenues of $2.6 billion, compared to net income for the nine months ended September 30, 2011 (the “Comparable Period”) of $244 million, or $0.96 per diluted share, on operating revenues of $1.9 billion.

The consolidated financial statements of Noble-Swiss include the accounts of Noble-Cayman; Noble-Swiss conducts substantially all of its business through Noble-Cayman and its subsidiaries. As a result, the financial position and results of operations for Noble-Cayman, and the reasons for material changes in the amount of revenue and expense items between 2012 and 2011, would be the same as the information presented below regarding Noble-Swiss in all material respects, except operating income for Noble-Cayman for the nine months ended September 30, 2012 was $44 million higher than operating income for Noble-Swiss for the same period. The operating income difference is primarily a result of executive costs directly attributable to Noble-Swiss for operations support and stewardship related services.

Rig Utilization, Operating Days and Average Dayrates

Operating ~~revenues~~results ~~and operating costs and expenses~~ for our contract drilling services segment are dependent on three primary metrics — rig utilization, operating days and dayrates. The following table sets forth the average rig utilization, operating days and average dayrates for our rig fleet for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012:

	Average RigUtilization (1)						OperatingDays (2)							AverageDayrates
	Average Rig						Operating							Average
	Nine Months EndedSeptember 30,						Nine Months EndedSeptember 30,							Nine Months EndedSeptember 30,
	Utilization (1)						Days (2)							Dayrates
	2012			2011			2012		2011		% Change			2012		2011		% Change
	Three Months Ended						Three Months Ended							Three Months Ended
Jackups		80	%		72	%		9,447		8,407		12	%	$	95,333	$	84,084		13	%
	March 31,						March 31,							March 31,
Semisubmersibles		86	%		80	%		3,286		3,042		8	%		345,530		288,246		20	%
	2013			2012			2013		2012		% Change			2013		2012		% Change
Drillships		64	%		61	%		1,344		1,007		33	%		291,448		251,421		16	%
Jackups		93	%		79	%		3,598		3,089		16	%	$	105,559	$	90,382		17	%
Other		0	%		0	%		—		—		—			—		—		—
Semisubmersibles		84	%		86	%		1,053		1,092		-4	%		321,037		355,098		-10	%
Total		76	%		69	%		14,077		12,456		13	%	$	172,466	$	147,476		17	%
Drillships		83	%		51	%		669		285		135	%		315,216		278,693		13	%
Other		0	%		0	%		—		—		0	%		—		—		0	%
Total		86	%		74	%		5,320		4,466		19	%	$	174,578	$	167,124		4	%

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

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

Contract Drilling Services

The following table sets forth the operating ~~revenues~~results ~~and the operating costs and expenses~~ for our contract drilling services segment for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012 (in thousands):

	Nine Months EndedSeptember 30,						Change
	Three Months Ended
	2012			2011			$			%
	March 31,						Change
	2013			2012			$			%
Operating revenues:
Contract drilling services	$	2928,~~427,759~~737		$	1746,~~837,047~~310		$	~~590~~182,~~712~~427			3224	%
Reimbursables (1)		9120,~~913~~711			5934,~~232~~702			32(13,~~681~~991	)		55-40	%
Other		~~258~~10			~~766~~231			(~~508~~221	)		-6696	%
	$	2949,~~519,930~~458		$	1781,~~897,045~~243		$	~~622~~168,~~885~~215			3322	%
Operating costs and expenses:
Contract drilling services	$	1484,~~292,638~~087		$	1420,~~001,638~~011		$	~~291~~64,~~000~~076			2915	%
Reimbursables (1)		7414,~~519~~469			4530,~~408~~173			29(15,~~111~~704	)		64-52	%
Depreciation and amortization		~~539~~202,~~698~~619			~~477~~167,~~568~~948			6234,~~130~~671			1321	%
Selling, general and administrative		73,907			72,020			1,887			3	%
General and administrative		24,949			22,844			2,105			9	%
Loss on impairment		12,710			—			12,710			**
Gain on contract extinguishment		(1,800	)		—			(1,800	)		*	*
Gain on contract settlements/extinguishments, net		(33,255	)		(21,202	)		(12,053	)		57	%
		724,324			640,976			83,348			13	%
		1,960,217			1,575,432			384,785			24	%
Operating income	$	225,134		$	140,267		$	84,867			61	%
Operating income	$	559,713		$	321,613		$	238,100			74	%

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

**	Not a meaningful percentage.

Operating Revenues—Changes in contract drilling services revenues for the Current ~~Period~~Quarter as compared to the Comparable ~~Period~~ Quarter were driven by increases in both average dayrates and operating days. The 1719 percent increase in ~~average~~operating ~~dayrates~~days increased ~~revenues~~revenue by ~~approximately~~ $~~352~~143 million while the 134 percent increase in ~~operating~~average ~~days~~dayrates increased ~~revenue~~revenues by approximately $~~239~~39 million.

The change in contract drilling services revenues primarily relates to our ~~semisubmersibles,~~drillships ~~jackups~~ and ~~drillships~~jackups, which ~~generated~~ generated approximately $~~259~~131 million, ~~$194 million~~ and $~~138~~101 million more revenue, respectively, in the Current ~~Period~~Quarter. These amounts were offset by decreases in revenues from our semisubmersibles, which declined $50 million from the Comparable Quarter.

~~The~~40 20 percent increase in semisubmersible average dayrates resulted in a $188 million increase in revenues from the Comparable Period while the increase in operating days of 8 percent resulted in an additional $71 million increase in revenues. The increase in semisubmersibles revenue is a result of our rigs returning to standard operating dayrates after experiencing lower standby rates due to drilling restrictions in the U.S. Gulf of Mexico in the Comparable Period, as well as the Noble Paul Romano returning to work after being stacked for most of the Comparable Period. The increase in operating days is primarily from the Noble Jim Day, the Noble Homer Ferrington, the Noble Paul Romano and the Noble Amos Runner, which all operated at full capacity during the Current Period after being off contract for the majority of the Comparable Period.

The 13 percent increase in jackup average dayrates resulted in a $106 million increase in revenues, which was coupled with a 12 percent increase in jackup operating days, resulting in an $88 million increase in revenues from the Comparable Period. The increase in average dayrates resulted from improved market conditions in the global shallow water market throughout the jackup fleet. The increase in utilization primarily related to rigs in Mexico, West Africa and the Middle East, which experienced increased operating days during the Current Period.

The increase in drillship revenues was driven by a 33 percent increase in operating days and a 16 percent increase in average dayrates, resulting in an $84 million and a $54 million increase in revenues, respectively, from the Comparable Period. The increase in both average dayrates and operating days was the result of the Noble Bully I, Noble Bully II and Noble Globetrotter I, which commenced their contracts with Shell in March 2012, April 2012 and July 2012, respectively. These increases were partially offset by the Noble Phoenix, which completed its shipyard project during the Current Period in preparation for its substitution for the Noble Muravlenko in Brazil and the Noble Leo Segerius, which was undergoing its reliability upgrade project during the Current Period but operated during a portion of the Comparable Period.

~~Operating~~The ~~Costs~~increase ~~and~~in ~~Expenses—Contract~~drillship ~~drilling~~revenues ~~services~~was ~~operating~~driven ~~costs~~by ~~and expenses~~a ~~increased~~135 ~~$291~~percent ~~million for the Current Period as compared to the Comparable Period. A portion of the~~ increase isin ~~due~~operating ~~to the crew-up~~ days and ~~operating~~a ~~expenses~~13 ~~for~~percent ~~the~~increase ~~recently~~in ~~completed~~average ~~rigs noted above~~dayrates, ~~which~~resulting ~~have~~in ~~added~~a ~~approximately~~ $90 107 million inand ~~expense~~a ~~during the Current Period. Excluding the additional expenses related to these rigs, our contract drilling costs increased~~ $~~201~~24 million increase in ~~the~~revenues, ~~Current~~respectively, ~~Period~~ from the Comparable ~~Period~~Quarter. ~~This~~The ~~change was primarily driven by a $59 million~~ increase in ~~labor~~both ~~due~~average todayrates ~~rigs returning, or preparing to return, to work~~ and ~~salary~~operating ~~increases~~days ~~effective~~was in the ~~second~~result ~~and third quarters~~ of the ~~prior~~Noble Bully ~~year~~I, aNoble ~~$37~~Bully ~~million~~II ~~increase~~and inNoble ~~shorebase~~Globetrotter ~~support~~I, awhich ~~$30~~commenced ~~million~~their ~~increase~~contracts inwith ~~maintenance and~~Shell ~~rig-related expense, a $23 million increase~~ in ~~mobilization~~March ~~due~~2012, April to2012 ~~the amortization of certain rig moves~~ and ~~the~~July ~~demobilization~~2012, ofrespectively. ~~rigs primarily in Mexico~~Additionally, athe ~~$14~~Noble ~~million~~Duchess ~~increase in rig catering, communications~~ and ~~other~~the ~~miscellaneous~~Noble ~~expenses,~~Leo Segerius aoperated ~~$14~~during ~~million~~the ~~increase~~Current inQuarter ~~insurance~~after ~~costs~~being ~~related~~off tocontract ~~increased~~during ~~premiums~~the onComparable ~~our~~Quarter. ~~policy~~These ~~renewed~~increases inwere ~~March~~partially ~~2012,~~offset anby ~~$11~~the ~~million~~Noble ~~increase~~Roger ~~in safety~~Eason, ~~training~~which ~~and~~is ~~regulatory~~receiving ~~inspections,~~ a $5reduced ~~million~~rate ~~increase~~while init ~~rig~~is ~~communications~~in ~~and~~the ~~rental~~shipyard ~~equipment,~~to aundergo its $4reliability ~~million~~upgrade ~~increase~~project, ~~in rotation costs~~ and adowntime $4on ~~million~~the ~~increase~~Noble ~~in fuel and transportation costs~~Phoenix.

The 17 percent increase in jackup average dayrates ~~depreciation~~resulted ~~and~~in ~~amortization~~a $55 million increase in revenues, and the ~~Current~~16 ~~Period~~percent increase in jackup operating days resulted in a $46 million increase in revenues from the Comparable ~~Period~~Quarter. ~~was~~The ~~attributable~~increase toin ~~assets~~average ~~placed~~dayrates inresulted ~~service~~from ~~during~~improved market conditions in the ~~Current~~global ~~Period,~~shallow ~~including~~water market and was spread throughout the ~~Noble~~jackup ~~Bully~~fleet. IThe increase in utilization is primarily related to rigs in Mexico, ~~Noble~~the ~~Bully~~North IISea and the ~~Noble~~Middle ~~Globetrotter~~East, I.which were operating during the Current Quarter but not in the Comparable Quarter.

~~Loss~~The ondecrease ~~impairment~~in ~~during~~semisubmersible revenues of $50 million primarily relates to the Noble Paul Romano, which was off contract for the Current ~~Period~~Quarter ~~related~~but towas anoperating ~~impairment~~during ~~charge~~the Comparable Quarter, coupled with downtime on ~~our~~the ~~submersible~~Noble ~~fleet,~~Paul ~~primarily~~Wolff asduring athe ~~result~~Current Quarter. These decreases were partially offset by the Noble Max ofSmith, which operated during the ~~declining~~Current ~~market~~Quarter ~~outlook~~after ~~for~~being ~~drilling~~off ~~services~~contract for ~~this~~the ~~rig~~Comparable ~~type~~Quarter.

~~Gain~~Operating onCosts and ~~contract~~Expenses—Contract ~~settlements/extinguishments~~drilling ~~during~~ services operating costs and expenses increased $64 million for the Current ~~Period~~Quarter ~~related~~as compared to athe ~~$28~~Comparable ~~million~~Quarter. ~~gain~~The onNoble Bully I, the ~~settlement~~Noble ofBully anII ~~action~~and ~~with~~the ~~certain~~Noble ~~vendors~~Globetrotter ~~for~~I added ~~damages~~approximately ~~sustained~~$33 million in expense during ~~Hurricane~~the ~~Ike~~Current Quarter. ~~Additionally~~Excluding the additional expenses related to these newbuild rigs, weour ~~received~~contract drilling costs increased $531 million ~~from~~in athe ~~claims~~Current ~~settlement~~Quarter onfrom the ~~Noble~~Comparable ~~David~~Quarter. ~~Tinsley~~This change was primarily driven by an $11 million increase in labor costs, ~~which had~~an ~~experienced~~$8 million increase in repair and maintenance, a ~~“punch-through”~~$6 ~~while~~million ~~being~~increase ~~positioned~~in onsafety, ~~location~~training and regulatory inspections, a $4 million increase in ~~2009~~insurance costs related to increased premiums and a $2 million increase in other miscellaneous expenses.

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

Other

The following table sets forth the operating ~~revenues~~results ~~and the operating costs and expenses~~ for our other services for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012:

	Nine Months EndedSeptember 30,				Change
	Three Months Ended
	2012		2011		$			%
	March 31,				Change
	2013		2012		$			%
Operating revenues:
Labor contract drilling services	$	5821,~~538~~054	$	4316,~~123~~008	$	155,~~415~~046			3632	%
Reimbursables (1)		~~2,177~~463		~~4,619~~439		~~(2,442~~24	)		~~-53~~5	%
	$	6021,~~715~~517	$	4716,~~742~~447	$	125,~~973~~070			2731	%
Operating costs and expenses:
Labor contract drilling services	$	3412,~~070~~249	$	259,~~326~~232	$	83,~~744~~017			3533	%
Reimbursables (1)		~~2,099~~453		~~4,389~~428		~~(2,290~~25	)		~~-52~~6	%
Depreciation and amortization		103,~~081~~537		93,~~886~~129		~~195~~408			213	%
Selling, general and administrative		1,481		863		618			72	%
General and administrative		621		282		339			120	%
Loss on impairment		5,635		—		5,635			**
		16,860		13,071		3,789			29	%
		53,366		40,464		12,902			32	%
Operating (loss) income	$	4,657	$	3,376	$	1,281			38	%
Operating income	$	7,349	$	7,278	$	71			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.

**Operating ~~Not~~Revenues and Costs and Expenses - The increase in both revenue and expense primarily relates to a ~~meaningful~~project ~~percentage~~with our customer, Shell, for one of its rigs operating under a labor contract in Alaska.

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

Other Income and Expenses

Interest Expense, net of amount capitalized— - Interest expense, net of amount capitalized, increased $1117 million in the Current ~~Period~~Quarter as compared to the Comparable ~~Period~~Quarter. The increase is a result of lower capitalized interest in the Current Quarter as compared to the Comparable Quarter due primarily to the ~~result~~completion of ~~the~~construction ~~issuance~~on three of $1our newbuild drillships.2 ~~billion~~During inthe ~~senior~~Current ~~notes~~Quarter, inwe ~~February~~capitalized ~~2012~~approximately 52 percent of total interest charges versus approximately 80 percent during the Comparable Quarter.

Income Tax Provision— - Our income tax provision increased $5113 million in the Current ~~Period~~Quarter primarily as a result of a higher pre-tax income ~~and~~during ~~effective~~the Current Quarter, coupled with a higher tax rate ~~during~~in the Current ~~Period~~Quarter. The 50 percent increase in pre-tax earnings generated aan $34 11 million increase in tax expense while the 6 percent increase in the income tax rate during the Current ~~Period~~Quarter increased the income tax provision by $172 million. The increase in the income tax rate was ~~primarily~~a ~~due~~result toof ~~the~~a ~~net~~change ~~gain~~in ~~from~~our geographic ~~U.S.~~revenue ~~settlement~~mix and ~~impairment~~ ~~charges,~~certain ~~coupled with various~~ discrete ~~tax~~benefits ~~items~~during ~~recognized in~~ the ~~Current Period in other taxing jurisdictions~~quarter.

Liquidity and Capital Resources

Overview

Net cash from operating activities for the Current ~~Period increased~~Quarter towas $~~932~~203 million ~~from~~and $~~459~~101 million in the Comparable ~~Period~~Quarter. The increase in net cash from operating activities in the Current ~~Period~~Quarter was primarily attributable to aan ~~significant~~ increase in net income, partially offset by an increase in accounts receivable. WeThe ~~had~~increase ~~working~~in ~~capital~~accounts ofreceivable ~~$462~~is ~~million and~~related ~~$232~~to ~~million~~the atincreased ~~September 30,~~fleet ~~2012~~activity in 2013 and ~~December~~receivables issues with a major customer. These issues were resolved subsequent to March 31, ~~2011,~~2013 and ~~respectively.~~full Aspayment awas ~~result~~received ofin ~~our~~the ~~$1.2~~second ~~billion~~quarter ~~debt~~of ~~offering~~2013. inWe ~~February~~had ~~2012~~working ~~partially~~capital ~~offset~~of by$616 amillion ~~reduction~~and in$394 ~~borrowings~~million ~~outstanding~~at onMarch 31, ~~our~~2013 ~~Credit~~and ~~Facilities~~December 31, 2012, respectively. Our total debt as a percentage of total debt plus equity increased to 3635.9 percent at ~~September~~March 3031, ~~2012~~2013 from 3435.3 percent at December 31, ~~2011~~2012, primarily as a result of an increase in indebtedness outstanding on our commercial paper program during the Current Quarter.

~~Our~~42 principal source of capital in the Current Period was cash generated from our $1.2 billion senior notes offering and net cash from operating activities of $932 million. Cash generated during the Current Period was primarily used to repay borrowings outstanding under our Credit Facilities and to fund our capital expenditure program.

OurTable currentlyof anticipated future cash flow needs include the following: Contents

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

Our currently anticipated cash flow needs may include the following:

•

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

•

normal recurring operating expenses;

•

discretionary capital expenditures, including various capital upgrades;

•

payments of dividends; and

•

repayment of maturing debt.

We currently expect to fund these cash flow needs with cash generated by our operations, cash on hand, ~~and~~ borrowings under our existing ~~Credit~~credit ~~Facilities~~facilities and commercial paper program and issuances of unsecured long-term debt. However, to adequately cover our expected cash flow needs, we may require capital in excess of the amount provided through these sources, and we may delay or cancel certain discretionary capital expenditures as necessary.

At ~~September~~March 3031, ~~2012~~2013, we had a total contract drilling services backlog of approximately $14.80 billion. Our backlog as of ~~September~~March 3031, ~~2012~~2013 reflects a commitment of 8374 percent of available ~~operating~~ days for the remainder of ~~2012~~2013 and 6955 percent for ~~2013~~2014. See additional information regarding our backlog at “Contract Drilling Services Backlog.” Subsequent to March 31, 2013, we executed three-year drilling contracts for two of our newbuild ultra-deepwater drillships, the Noble Tom Madden and the Noble Sam Croft. These contracts added approximately $1.3 billion to our backlog.

Capital Expenditures

Our primary use of available liquidity during ~~2012~~2013 is for capital expenditures. Capital expenditures, including capitalized interest, totaled $~~1.2~~372 ~~billion~~million and $~~2.0~~365 ~~billion~~million for the ~~nine~~three months ended ~~September~~ March 3031, ~~2012~~2013 and ~~2011~~2012, respectively.

At ~~September~~ March 3031, ~~2012~~2013, we had 11 rigs under construction, and capital expenditures, excluding capitalized interest, for new construction during the first ~~nine~~three months of ~~2012~~2013 totaled $~~441~~138 million, as follows (in millions):

Rig type/name
Currently under construction
Drillships
Noble Globetrotter II	$	187.3
Noble Sam Croft	$	53.7
Noble Don Taylor (formerly HHI Drillship I)		63.0
Noble Globetrotter II		43.2
Noble Bob Douglas (formerly HHI Drillship II)		57.0
Noble Don Taylor		23.8
Noble Sam Croft (formerly HHI Drillship III)		2.4
Noble Bob Douglas		7.0
HHI Drillship IV		2.4
Noble Tom Madden (formerly HHI Drillship IV)		0.8
Jackups
Noble Sam Turner (formerly Noble Jackup IV)		47.2
Noble Mick O’Brien		2.8
Noble Regina Allen (formerly Noble Jackup I)		6.0
Noble Regina Allen		2.5
Noble Mick O’Brien (formerly Noble Jackup II)		4.0
Noble Houston Colbert		1.3
Noble Houston Colbert (formerly Noble Jackup III)		3.0
Noble Sam Turner		0.9
Noble Tom Prosser (formerly Noble Jackup V)		1.7
Noble Tom Prosser		0.4
Noble Jackup VI		1.6
Noble Sam Hartley (formerly Noble Jackup VI)		0.4
Recently completed construction projects
Other		1.1
Noble Globetrotter I		41.5
Total Newbuild Capital Expenditures	$	137.9
Noble Bully II		18.7
Noble Bully I		4.7
Total Newbuild Capital Expenditures	$	440.5

In43 ~~addition to the newbuild expenditures noted above, capital expenditures for the nine months ended September 30, 2012 consisted of the following:~~

• $548 million for major projects, including $50 million in subsea related expenditures and $29 million to upgrade two drillships currently operating in Brazil;

• $150 million for other capitalized expenditures, including upgrades and replacements to drilling equipment that generally have a useful life ranging from 3 to 5 years; and

• $108 million in capitalized interest.

Our total capital expenditure estimate for 2012 is approximately $1.8 billion, including capitalized interest, which may fluctuate as a result of the timing of completion of ongoing projects.

In connection with our capital expenditure program, as of September 30, 2012, we had outstanding commitments, including shipyard and purchase commitments, for approximately $3.0 billion, of which we expect to spend approximately $1.8 billion within the next twelve months.

From time to time we consider possible projects that would require expenditures that are not included in our capital budget, and such unbudgeted expenditures could be significant. In addition, we will continue to evaluate acquisitions of drilling units from time to time. Other factors that could cause actual capital expenditures to materially exceed expected amounts 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.

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

•

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

•

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

•

$30 million in capitalized interest.

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

In connection with our capital expenditure program, as of March 31, 2013, we had outstanding commitments, including shipyard and purchase commitments, for approximately $2.6 billion, of which we expect to spend approximately $2.0 billion within the next twelve months.

From time to time we consider possible projects that would require expenditures that are not included in our capital budget, and such unbudgeted expenditures could be significant. In addition, we will continue to evaluate acquisitions of drilling units from time to time. Other factors that could cause actual capital expenditures to materially exceed 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~~ $33 million (or $0.13 per share), was declared on ~~July~~February 271, ~~2012~~2013 and paid on ~~August~~February 1621, ~~2012~~2013 to holders of record on ~~August~~February 611, ~~2012~~2013. ~~This~~We ~~payment~~anticipate ~~represented~~ the ~~first~~final tranche of our previously approved ~~payment~~annual dividend payments to shareholders ~~discussed~~will ~~below~~be made during May 2013. The declaration and payment of dividends, or returns of capital in the form of par value reductions, require authorization of the shareholders of Noble-Swiss. The amount of such dividends, distributions and returns of capital will depend on our results of operations, financial condition, cash requirements, future business prospects, contractual restrictions and other factors deemed relevant by our Board of Directors and shareholders.

In April ~~2012~~2013, our shareholders approved the payment of a dividend aggregating $01.5200 per share to be paid in four equal installments ~~the first~~currently ofscheduled ~~which~~for ~~was paid in~~ August ~~2012~~2013, November ~~with~~2013, February 2014 ~~the~~and ~~remaining~~May ~~three~~2014. ~~installments~~In toconnection bewith ~~paid~~this inapproval, ~~November~~during ~~2012, February~~the ~~2013~~second ~~and~~quarter ~~May~~of 2013, ~~respectively.~~we ~~These dividends~~ will ~~require~~record usa topayable ~~make cash payments~~ of approximately $33256 million, inwhich ~~the fourth~~represents ~~quarter~~this ofobligation ~~2012,~~to ~~based~~shareholders. onOur ~~the~~Board ~~number~~ of ~~shares~~Directors ~~currently~~has ~~outstanding.~~the Asauthority to accelerate the payment of ~~September 30,~~any ~~2012~~installment, weor ~~had~~portions ~~$100~~thereof, ~~million~~at ofits ~~dividends~~sole ~~payable~~discretion ~~outstanding~~at onany ~~this~~time ~~obligation.~~prior ~~Any~~to ~~additional~~payment ~~issuances~~ of ~~shares~~the ~~would~~final ~~further increase our obligation~~installment.

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

Credit Facilities and ~~Long-Term~~Commercial ~~Debt~~Paper Program

~~During~~We ~~June~~currently ~~2012,~~have wetwo ~~replaced our~~separate ~~$575 million~~ credit ~~facility~~facilities ~~scheduled~~with toan ~~mature~~aggregate inmaximum ~~2013,~~available ~~with~~capacity of ~~a new~~ $1.2.3 billion, one credit facility, ~~which~~matures in 2015 and the other matures in 2017 (together referred to as the “Credit Facilities”). ~~The~~In ~~new~~January ~~facility~~2013, ~~combined~~we ~~with~~increased ~~our~~the ~~existing~~maximum ~~$600~~amount ~~million~~available under our credit facility ~~that~~maturing ~~matures~~ in 2015, from ~~gives~~$600 usmillion ato ~~total~~$800 ~~borrowing capacity~~million ~~under~~and the ~~two~~maximum ~~facilities~~amount ~~(together~~available ~~referred~~under toour ascredit ~~the~~facility ~~“Credit~~maturing ~~Facilities”)~~in of2017 from $1.82 billion. ~~The~~to ~~covenants~~$1.5 ~~and~~billion. ~~events~~We ofhave ~~default~~established ~~under~~a ~~the~~commercial ~~Credit~~paper ~~Facilities~~program, ~~are~~which ~~substantially~~allows ~~similar,~~us ~~and~~to ~~each~~issue ~~facility~~up ~~contains~~to a$1.8 ~~covenant~~billion ~~that~~in unsecured ~~limits~~commercial ~~our~~paper ~~ratio~~notes. Amounts ofissued ~~debt~~under tothe ~~total~~commercial ~~tangible~~paper ~~capitalization,~~program asare ~~defined~~supported inby the ~~Credit~~unused ~~Facilities,~~capacity tounder ~~0.60.~~our AtCredit ~~September 30~~Facilities and, ~~2012~~as such, ~~our~~are ~~ratio~~classified ofas ~~debt~~long-term toon ~~total~~our ~~tangible~~Consolidated ~~capitalization~~Balance ~~was~~Sheet. ~~less~~At ~~than~~March 31, ~~0.36.~~2013, Wewe had ~~were~~approximately in$1.75 ~~compliance~~billion ~~with~~of ~~all~~capacity ~~covenants~~ under the Credit Facilities ~~as of September 30, 2012~~.

~~The~~44 Credit Facilities provide us with the ability to issue up to $375 million in letters of credit in the aggregate. The issuance of letters of credit does not increase our borrowings outstanding under the Credit Facilities, but it does reduce the amount available. At September 30, 2012, we had no letters of credit outstanding under the Credit Facilities.

During September 2012, we established a commercial paper program, which will allow us to issue up to $1.8 billion in unsecured commercial paper notes. Amounts issued under the commercial paper program are supported by the unused committed capacity under our Credit Facilities and, as such, are classified as long-term on our balance sheet. Subsequent to September 30, 2012, we began issuing notes under the program and had outstanding notes totaling $328 million as of October 31, 2012.

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

The indentures governing our outstanding senior unsecured notes contain covenants that place restrictions on certain merger and consolidation transactions, unless we are the surviving entity or the other party assumes the obligations under the indenture, and on the ability to sell or transfer all or substantially all of our assets. In addition, there are restrictions on incurring or assuming certain liens and sale and lease-back transactions. At September 30, 2012, we were in compliance with all our debt covenants. We continually monitor compliance with the covenants under our Credit Facilities and senior notes and, based on our expectations for 2012, expect to remain in compliance during the year.

AtThe ~~September 30,~~Credit ~~2012,~~Facilities weprovide ~~had~~us ~~letters~~with ofthe ~~credit~~ability ofto ~~$36~~issue ~~million~~up ~~and~~to ~~performance and tax assessment bonds totaling~~ $~~318~~375 million ~~supported~~in byletters ~~surety~~of credit ~~bonds~~in ~~outstanding~~the aggregate. ~~Additionally,~~The ~~certain~~issuance of ~~our~~letters ~~subsidiaries~~of ~~issue,~~credit ~~from~~does ~~time~~not toincrease ~~time,~~our ~~guarantees~~borrowings ofoutstanding under the ~~temporary~~Credit ~~import~~Facilities, ~~status~~but ofit ~~rigs~~does orreduce ~~equipment~~the ~~imported~~amount ~~into~~available. ~~certain~~At ~~countries~~March 31, in2013, ~~which~~ we ~~operate.~~had ~~These~~no ~~guarantees~~letters ~~are issued in lieu~~ of ~~payment~~credit ofissued ~~custom,~~under ~~value~~the ~~added or similar taxes in those countries~~Credit Facilities.

~~Our long-term~~Senior ~~debt~~Unsecured ~~was~~Notes $4.6 billion at September 30, 2012 as compared to $4.1 billion at December 31, 2011. The increase in debt is a result of the issuance of $1.2 billion aggregate principal amount of senior notes, partially offset by the net repayment of $630 million on the Credit Facilities during the current year. For additional information on our long-term debt, see Note 8 to our consolidated financial statements.

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

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

Covenants

The Credit Facilities and commercial paper program are guaranteed by our indirect wholly-owned subsidiaries, NHIL and Noble Drilling Corporation (“NDC”). The covenants and events of default under the Credit Facilities are substantially similar, and each facility contains a covenant that limits our ratio of debt to total tangible capitalization, as defined in the Credit Facilities, to 0.60. At March 31, 2013, our ratio of debt to total tangible capitalization was approximately 0.36. We were in compliance with all covenants under the Credit Facilities as of March 31, 2013.

In addition to the covenants from the Credit Facilities noted above, the indentures governing our outstanding senior unsecured notes contain covenants that place restrictions on certain merger and consolidation transactions, unless we are the surviving entity or the other party assumes the obligations under the indenture, and on the ability to sell or transfer all or substantially all of our assets. In addition, there are restrictions on incurring or assuming certain liens and sale and lease-back transactions. At March 31, 2013, we were in compliance with all our debt covenants. We continually monitor compliance with the covenants under our notes and, based on our expectations for 2013, expect to remain in compliance during the year.

Other

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

New Accounting Pronouncements

In ~~May~~February ~~2011~~2013, the ~~Financial Accounting Standards Board (“~~FASB”) issued Accounting Standards Update (“ASU”) No. ~~2011~~2013-0402, which amends FASB Accounting Standards Codification (“ASC”) Topic ~~820~~220, “~~Fair~~Comprehensive ~~Value Measurements and Disclosures~~Income.” This amended guidance ~~clarifies~~requires ~~the~~additional ~~wording~~information ~~used~~about toreclassification ~~describe~~adjustments ~~many~~out of ~~the~~comprehensive ~~requirements~~income, inincluding ~~accounting~~changes ~~literature~~in comprehensive ~~for~~income ~~measuring~~balances ~~fair~~by ~~value~~component and ~~for~~significant ~~disclosing~~items ~~information~~reclassified ~~about~~out ~~fair value measurements. The goal~~ of ~~the~~comprehensive ~~amendment is to create consistency between the United States and international accounting standards~~income. ~~The~~This guidance is effective for ~~annual and interim~~ reporting periods beginning ~~on or~~ after December 15, ~~2011~~2012. ~~Our~~The adoption of this guidance did not have a material impact on our financial condition, results of operations, cash flows or financial disclosures.

In ~~June~~March ~~2011~~2013, the FASB issued ~~ASU~~ ASU No. ~~2011~~ 2013-05, which amends ASC Topic ~~220~~830, “~~Comprehensive~~Foreign ~~Income~~Currency Matters.” This ASU ~~allows~~provides anguidance ~~entity~~on toforeign ~~present~~currency ~~the~~translation ~~total~~adjustments ofwhen ~~comprehensive~~a ~~income,~~parent ~~the~~entity ~~components~~ceases ofto ~~net~~have ~~income,~~a ~~and~~controlling ~~the~~interest ~~components~~on ~~of other comprehensive income either in~~ a ~~single~~previously consolidated ~~continuous~~subsidiary ~~statement of comprehensive income~~ or ingroup ~~two~~of ~~separate but consecutive statements~~assets. The ~~amendment no longer allows an entity to show changes to other comprehensive income solely through the statement of equity. For publicly traded entities, the~~ guidance is effective for ~~annual~~fiscal ~~and~~years ~~interim reporting periods~~ beginning on or after December 15, ~~2011~~2013. InWe ~~December~~are ~~2011,~~still ~~the~~evaluating ~~FASB~~what ~~issued~~impact, ~~ASU~~if ~~No. 2011-12~~any, ~~which defers only those changes in ASU 2011-05 that relate to~~ the ~~presentation of reclassification adjustments. Our~~ adoption of this guidance ~~did~~will ~~not~~ have ~~a material impact~~ on our financial condition, results of operations, cash flows or financial disclosures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Interest Rate Risk

We are subject to market risk exposure related to changes in interest rates on borrowings under the Credit Facilities. Interest on borrowings under the Credit Facilities is at an agreed upon percentage point spread over LIBOR, or a base rate stated in the agreements. At ~~September~~March 3031, ~~2012~~2013, we had $~~345~~549 million in borrowings outstanding under our commercial paper program, which is supported by the Credit Facilities. Assuming our current level of debt, a change in LIBOR rates of 1 percent would increase our interest charges by approximately $35 million per year.

We maintain certain debt instruments at a fixed rate whose fair value will fluctuate based on changes in interest rates and market perceptions of our credit risk. The fair value of our long-term debt was $5.12 billion and $45.31 billion at ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012, respectively. The increase ~~was primarily a result of our issuance of $1.2 billion~~ in ~~debt~~fair invalue ~~February~~was ~~2012,~~primarily ~~partially~~a ~~offset~~result ~~by the net repayment~~ of ~~$630~~increased ~~million~~indebtedness outstanding onunder our ~~Credit~~commercial ~~Facilities~~paper program, coupled with changes in ~~fair value related to changes in~~ interest rates and market perceptions of our credit risk.

Foreign Currency Risk

As a multinational company, we conduct business worldwide. Our functional currency is primarily the U.S. dollar, which is consistent with the oil and gas industry. However, outside the United States, a portion of our expenses are incurred in local currencies. Therefore, when the U.S. dollar weakens (strengthens) in relation to the currencies of the countries in which we operate, our expenses reported in U.S. dollars will increase (decrease).

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

AtOur ~~September 30,~~North ~~2012~~Sea and Brazil operations have a significant amount of their cash operating expenses payable in local currencies. To limit the potential risk of currency fluctuations, we ~~had~~periodically noenter ~~outstanding~~into ~~derivative~~ forward contracts. ~~Depending~~settling onmonthly ~~market~~in ~~conditions~~their respective local currencies, weall ~~may~~of ~~elect~~which tohave ~~utilize~~a ~~short-term~~maturity of less than 12 months. The forward contract settlements in the remainder of 2013 represent approximately 59 percent of these forecasted local currency requirements. The notional amount of the forward contracts outstanding, expressed in U.S. dollars, was approximately $124 million at March 31, 2013. Total unrealized loss related to these forward contracts was $1 million as of March 31, 2013 and was recorded as part of AOCL. A 10 percent change in the ~~future~~exchange rate for the local currencies would change the fair value of these forward contracts by approximately $12 million.

Market Risk

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

In46 addition to the U.S. plans, each of Noble Drilling (Land Support) Limited, Noble Enterprises Limited and Noble Drilling (Nederland) B.V., all indirect, wholly-owned subsidiaries of Noble-Swiss, maintains a pension plan that covers all of its salaried employees. Benefits are based on credited service and employees’ compensation near retirement, as defined by the plans.

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

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

Item 4. Controls and Procedures

David W. Williams, Chairman, President and Chief Executive Officer of Noble-Swiss, and James A. MacLennan, Senior Vice President and Chief Financial Officer of Noble-Swiss, have evaluated the disclosure controls and procedures of Noble-Swiss as of the end of the period covered by this report. On the basis of this evaluation, Mr. Williams and Mr. MacLennan have concluded that Noble-Swiss’ disclosure controls and procedures were effective as of ~~September~~March 3031, ~~2012~~2013. Noble-Swiss’ disclosure controls and procedures are designed to ensure that information required to be disclosed by Noble-Swiss in the reports that it files with or submits to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

David W. Williams, President and Chief Executive Officer of Noble-Cayman, and Dennis J. Lubojacky, Vice President and Chief Financial Officer of Noble-Cayman, have evaluated the disclosure controls and procedures of Noble-Cayman as of the end of the period covered by this report. On the basis of this evaluation, Mr. Williams and Mr. Lubojacky have concluded that Noble-Cayman’s disclosure controls and procedures were effective as of ~~September~~March 3031, ~~2012~~2013. Noble-Cayman’s disclosure controls and procedures are designed to ensure that information required to be disclosed by Noble-Cayman in the reports that it files with or submits to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

51There was no change in either Noble-Swiss’ or Noble-Cayman’s internal control over financial reporting that occurred during the quarter ended March 31, 2013 that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of each of Noble-Swiss or Noble-Cayman, respectively.

There was no change in either Noble-Swiss’ or Noble-Cayman’s internal control over financial reporting that occurred during the quarter ended September 30, 2012 that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of each of Noble-Swiss or Noble-Cayman, respectively.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding legal proceedings is set forth in Notes 6,4 7 and 1312 to our consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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

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

Period	Total Numberof SharesPurchased (2)		AveragePrice Paidper Share			Total Number ofShares Purchasedas Part of PubliclyAnnounced Plansor Programs		Maximum Numberof Shares that MayYet Be PurchasedUnder the ~~Plans~~Plansor ~~orPrograms~~Programs (1)
July 2012		16,997	$	37.46	(1)		—		6,769,891
January 2013		—	$	—			—		6,769,891
August 2012		835	$	38.25	(1)		—		6,769,891
February 2013		165,331	$	40.51			—		6,769,891
September 2012		—		n/a			—		6,769,891
March 2013		1,081	$	36.33			—		6,769,891

(1) ~~Amounts~~All ~~represent~~share ~~shares~~purchases ~~surrendered~~made byin ~~employees for withholding taxes payable upon~~ the ~~vesting~~open ofmarket ~~restricted stock or exercise of stock options~~ and were ~~not made~~ pursuant to the share repurchase program which our Board of Directors authorized and adopted and our shareholders approved. Our repurchase program has no date of expiration.

(2)	Amounts represent shares surrendered by employees for withholding taxes payable upon the vesting of restricted stock or exercise of stock options.

Item 6. Exhibits

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

5248

SIGNATURES

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

Noble Corporation, a Swiss corporation

/s/ David W. Williams David W. Williams Chairman, President and Chief Executive Officer (Principal Executive Officer)		November 6, 2012 Date
/s/ David W. Williams		May 2, 2013
/s/ James A. MacLennan James A. MacLennan Senior Vice President and Chief Financial Officer (Principal Financial Officer)
David W. Williams Chairman, President and Chief Executive Officer (Principal Executive Officer)		Date
/s/ James A. MacLennan
James A. MacLennan Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Noble Corporation, a Cayman Islands company
/s/ David W. Williams David W. Williams President and Chief Executive Officer (Principal Executive Officer)		November 6, 2012 Date
/s/ David W. Williams		May 2, 2013
/s/ Dennis J. Lubojacky Dennis J. Lubojacky Vice President and Chief Financial Officer (Principal Financial Officer)
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)

5349

Index to Exhibits

ExhibitNumber		Exhibit
2.1		Agreement and Plan of Merger, Reorganization and Consolidation, dated as of December 19, 2008, among Noble Corporation, a Swiss corporation (“Noble-Swiss”), Noble Corporation, a Cayman Islands company (“Noble-Cayman”), and Noble Cayman Acquisition Ltd. (filed as Exhibit 1.1 to Noble-Cayman’s Current Report on Form 8-K filed on December 22, 2008 and incorporated herein by reference).
2.2		Amendment No. 1 to Agreement and Plan of Merger, Reorganization and Consolidation, dated as of February 4, 2009, among Noble-Swiss, Noble-Cayman and Noble Cayman Acquisition Ltd. (filed as Exhibit 2.2 to Noble-Cayman’s Current Report on Form 8-K filed on February 4, 2009 and incorporated herein by reference).
3.1		Articles of Association of Noble-Swiss (filed as Exhibit 3.1 to Noble-Swiss’ Quarterly Report on Form 10-Q filed on August 6, 2012 and incorporated herein by reference).
3.2		By-laws of Noble-Swiss (filed as Exhibit 3.2 to Noble-Swiss’ Current Report on Form 8-K filed on March 27, 2009 and incorporated herein by reference).
3.3		Memorandum and Articles of Association of Noble-Cayman (filed as Exhibit 3.1 to Noble-Cayman’s Current Report on Form 8-K filed on March 30, 2009 and incorporated herein by reference).
10.1		Form of Commercial Paper Dealer Agreement dated as of September 19, 2012 between Noble Corporation, a Cayman Islands company, Noble Holding International Limited, a Cayman Islands company, Noble Drilling Corporation, a Delaware corporation, and certain investment banks (filed as Exhibit 10.1 to Noble-Swiss’ Current Report on Form 8-K filed on September 19, 2012 and incorporated herein by reference).
4.1		Second Amendment to Revolving Credit Agreement dated as of January 11, 2013 among Noble Corporation, a Cayman Islands company; the Lenders from time to time parties thereto; Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and an Issuing Bank; Barclays Capital, a division of Barclays Bank PLC and HSBC Securities (USA) Inc., as Co-Syndication Agents; and Wells Fargo Securities, LLC, Barclays Capital, a division of Barclays Bank PLC, and HSBC Securities (USA) Inc., as Joint Lead Arrangers and Joint Lead Bookrunners (filed as Exhibit 4.12 to Noble-Swiss’ Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference).
10.2		Form of Issuing and Paying Agent Agreement dated as of September 19, 2012 between Noble Corporation, a Cayman Islands company and the Issuing and Paying Agent (filed as Exhibit 10.2 to Noble-Swiss’ Current Report on Form 8-K filed on September 19, 2012 and incorporated herein by reference).
10.1*		Fourth Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Share Plan for Non-Employee Directors effective February 1, 2013 (filed as exhibit 10.1 to Noble-Swiss’ Current Report on Form 8-K filed on February 5, 2013 and incorporated herein by reference).
10.2*		Form of Noble Corporation Performance-Vested Restricted Stock Unit Agreement under the Noble Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.39 to Noble-Swiss’ Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference).
10.3*		Noble Corporation 2013 Short Term Incentive Plan (filed as Exhibit 10.41 to Noble-Swiss’ Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference).
31.1		Certification of David W. Williams pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a), for Noble-Swiss and for Noble-Cayman.
31.2		Certification of James A. MacLennan pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a- 14(a) or Rule 15d-14(a), for Noble-Swiss.
31.3		Certification of Dennis J. Lubojacky pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a- 14(a) or Rule 15d-14(a), for Noble-Cayman.
32.1+		Certification of David W. Williams pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Noble-Swiss and for Noble-Cayman.
32.2+		Certification of James A. MacLennan pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Noble-Swiss.
32.3+		Certification of Dennis J. Lubojacky pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Noble-Cayman.
101+		Interactive Data File

*	Management contract or compensatory plan or arrangement

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

5450

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OurTable currentlyof anticipated future cash flow needs include the following: Contents

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Filing Compare · Noble Finance Co