##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 OR
 o
    
    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: 001-31306
 NOBLE CORPORATION
  Cayman Islands(State or other jurisdiction of incorporation or organization)
    
    98-0366361(I.R.S. employer identification number)13135 South Dairy Ashford, Suite 800
Sugar Land, Texas(Address of principal executive offices)
    
    77478(Zip code)
 Registrants telephone number, including area code: (281) 276-6100
 þ o
  þ o o
  Yes o No þ




---



##### 



TABLE OF CONTENTS
 PAGEPART
    
    ITEM 1. FINANCIAL STATEMENTS
    
    
    3I
    
    ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    
    
    21Forward-Looking Statements
    
    
    21Executive Overview
    
    
    21Results of Operations
    
    
    22Liquidity and Capital Resources
    
    
    28ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
    
    
    29ITEM 4. CONTROLS AND PROCEDURES
    
    
    30PART
    
    ITEM 1. LEGAL PROCEEDINGS
    
    
    31II
    
    ITEM 1A. RISK FACTORS
    
    
    31ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
    
    
    32ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    33ITEM 6. EXHIBITS
    
    
    33SIGNATURES
    
    
    34INDEX TO EXHIBITS
    
    
    35Certification Pursuant to Rule 13a-14(a)Certification Pursuant to Rule 13a-14(a)Certification Pursuant to Section 906Certification Pursuant to Section 906
  2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 NOBLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2007
    
    
    2006ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    77,113
    
    
    $
    61,710Accounts receivable
    
    
    461,547
    
    
    
    408,241Insurance receivables
    
    
    39,717
    
    
    
    54,191Inventories
    
    
    4,642
    
    
    
    4,461Prepaid expenses
    
    
    22,941
    
    
    
    20,491Other current assets
    
    
    26,106
    
    
    
    20,886Total current assets
    
    
    632,066
    
    
    
    569,980PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    5,428,410
    
    
    
    5,215,477Other
    
    
    76,690
    
    
    
    71,8705,505,100
    
    
    
    5,287,347Accumulated depreciation
    
    
    (1,476,242
    )
    
    
    (1,428,954
    )4,028,858
    
    
    
    3,858,393OTHER ASSETS
    
    
    159,704
    
    
    
    157,541$
    4,820,628
    
    
    $
    4,585,914LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    9,800
    
    
    $
    9,629Accounts payable
    
    
    138,897
    
    
    
    196,111Accrued payroll and related costs
    
    
    88,225
    
    
    
    93,251Taxes payable
    
    
    95,666
    
    
    
    52,793Interest payable
    
    
    7,883
    
    
    
    9,683Other current liabilities
    
    
    68,217
    
    
    
    64,793Total current liabilities
    
    
    408,688
    
    
    
    426,260LONG-TERM DEBT
    
    
    766,965
    
    
    
    684,469DEFERRED INCOME TAXES
    
    
    222,315
    
    
    
    219,521OTHER LIABILITIES
    
    
    51,585
    
    
    
    34,0191,449,553
    
    
    
    1,364,269COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    (7,439
    )
    
    
    (7,348
    )SHAREHOLDERS EQUITYOrdinary shares-par value $0.10 per share; 400,000 shares authorized;
133,994 shares issued and outstanding in 2007; 134,592 shares issued
and outstanding in 2006
    
    
    13,400
    
    
    
    13,459Capital in excess of par value
    
    
    710,703
    
    
    
    789,354Retained earnings
    
    
    2,673,967
    
    
    
    2,446,056Accumulated other comprehensive loss
    
    
    (19,556
    )
    
    
    (19,876
    )3,378,514
    
    
    
    3,228,993$
    4,820,628
    
    
    $
    4,585,914
  3




---



##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 Three Months Ended March 31,2007
    
    
    2006OPERATING REVENUESContract drilling services
    
    $
    576,915
    
    
    $
    408,347Reimbursables
    
    
    31,143
    
    
    
    23,072Labor contract drilling services
    
    
    36,555
    
    
    
    26,516Engineering, consulting and other
    
    
    1,811
    
    
    
    3,980646,424
    
    
    
    461,915OPERATING COSTS AND EXPENSESContract drilling services
    
    
    196,842
    
    
    
    160,864Reimbursables
    
    
    27,546
    
    
    
    20,052Labor contract drilling services
    
    
    28,403
    
    
    
    21,938Engineering, consulting and other
    
    
    3,641
    
    
    
    3,271Depreciation and amortization
    
    
    64,465
    
    
    
    59,361Selling, general and administrative
    
    
    14,226
    
    
    
    10,285Hurricane losses and recoveries, net
    
    
    
    
    
    
    (4,404
    )335,123
    
    
    
    271,367OPERATING INCOME
    
    
    311,301
    
    
    
    190,548OTHER INCOME (EXPENSE)Interest expense, net of amount capitalized
    
    
    (1,504
    )
    
    
    (12,479
    )Other, net
    
    
    1,158
    
    
    
    2,342INCOME BEFORE INCOME TAXES
    
    
    310,955
    
    
    
    180,411INCOME TAX PROVISION
    
    
    (60,635
    )
    
    
    (35,180
    )NET INCOME
    
    $
    250,320
    
    
    $
    145,231NET INCOME PER SHARE:Basic
    
    $
    1.87
    
    
    $
    1.06Diluted
    
    $
    1.86
    
    
    $
    1.05
 .
 4




---



##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months Ended March 31,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    250,320
    
    
    $
    145,231Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    64,465
    
    
    
    59,361Deferred income tax provision
    
    
    2,794
    
    
    
    Share-based compensation expense
    
    
    7,340
    
    
    
    5,395Hurricane losses and recoveries, net
    
    
    
    
    
    
    (4,404
    )Other
    
    
    2,903
    
    
    
    (2,284
    )Other changes in current assets and liabilities:Accounts receivable
    
    
    (53,306
    )
    
    
    (55,277
    )Other current assets
    
    
    5,795
    
    
    
    (15,680
    )Accounts payable
    
    
    (49,536
    )
    
    
    (3,424
    )Other current liabilities
    
    
    39,471
    
    
    
    22,185Net cash provided by operating activities
    
    
    270,246
    
    
    
    151,103CASH FLOWS FROM INVESTING ACTIVITIESNew construction
    
    
    (115,049
    )
    
    
    (114,092
    )Other capital expenditures
    
    
    (103,216
    )
    
    
    (76,704
    )Major maintenance expenditures
    
    
    (18,413
    )
    
    
    (24,426
    )Accrued capital expenditures
    
    
    9,627
    
    
    
    Proceeds from sales and maturities of marketable securities
    
    
    
    
    
    
    6,582Net cash used for investing activities
    
    
    (227,051
    )
    
    
    (208,640
    )CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on bank credit facilities
    
    
    170,000
    
    
    
    Payments on bank credit facilities
    
    
    (85,000
    )
    
    
    Payments of other long-term debt
    
    
    (2,345
    )
    
    
    (4,408
    )Net proceeds from employee stock transactions
    
    
    (481
    )
    
    
    6,529Dividends paid
    
    
    (5,409
    )
    
    
    (5,486
    )Repurchases of ordinary shares
    
    
    (104,557
    )
    
    
    Net cash used for financing activities
    
    
    (27,792
    )
    
    
    (3,365
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    15,403
    
    
    
    (60,902
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    61,710
    
    
    
    121,845CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    77,113
    
    
    $
    60,943
  5




---



##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 AccumulatedCapital in
    
    
    
    
    
    
    Other
    
    
    TotalOrdinary Shares
    
    
    Excess of
    
    
    Retained
    
    
    Comprehensive
    
    
    ShareholdersShares
    
    
    Amount
    
    
    Par Value
    
    
    Earnings
    
    
    Income (Loss)
    
    
    EquityBalance at December 31, 2006
    
    
    134,592
    
    
    $
    13,459
    
    
    $
    789,354
    
    
    $
    2,446,056
    
    
    $
    (19,876
    )
    
    $
    3,228,993Share-based compensation:Share-based compensation
    
    
    617
    
    
    
    62
    
    
    
    7,576
    
    
    
    
    
    
    
    
    
    
    
    7,638Contribution to employee
benefit plans
    
    
    19
    
    
    
    2
    
    
    
    1,383
    
    
    
    
    
    
    
    
    
    
    
    1,385Exercise of stock options
    
    
    106
    
    
    
    11
    
    
    
    3,214
    
    
    
    
    
    
    
    
    
    
    
    3,225Restricted shares surrendered for
withholding taxes or
forfeited
    
    
    (140
    )
    
    
    (14
    )
    
    
    (3,692
    )
    
    
    
    
    
    
    
    
    
    
    (3,706
    )Repurchases of ordinary shares
    
    
    (1,200
    )
    
    
    (120
    )
    
    
    (87,132
    )
    
    
    
    
    
    
    
    
    
    
    (87,252
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,320
    
    
    
    
    
    
    
    250,320Dividends paid ($0.04 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,409
    )
    
    
    
    
    
    
    (5,409
    )Adoption of FIN 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,000
    )
    
    
    
    
    
    
    (17,000
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    320
    
    
    
    320Balance at March 31, 2007
    
    
    133,994
    
    
    $
    13,400
    
    
    $
    710,703
    
    
    $
    2,673,967
    
    
    $
    (19,556
    )
    
    $
    3,378,514
  6




---



##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 Three Months Ended March 31,2007
    
    
    2006NET INCOME
    
    $
    250,320
    
    
    $
    145,231OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:Foreign currency translation adjustments
    
    
    762
    
    
    
    1,429Unrealized holding gain on securities
    
    
    
    
    
    
    19,477Foreign currency forward contract activity
    
    
    (829
    )
    
    
    1,196Settlement of interest rate swaps
    
    
    
    
    
    
    2,509Amortization of deferred pension plan amounts
    
    
    387
    
    
    
    Other comprehensive income
    
    
    320
    
    
    
    24,611COMPREHENSIVE INCOME
    
    $
    250,640
    
    
    $
    169,842
 .
 7




---



##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
 NOTE 1  BASIS OF PRESENTATION
   NOTE 2  NET INCOME PER SHARE
  Three Months EndedMarch 31,2007
    
    
    2006Weighted-average shares outstanding  basic
    
    
    133,561
    
    
    
    136,721Effect of potentially dilutive shares:Stock options
    
    
    1,176
    
    
    
    1,485Time-vested restricted stock
    
    
    16
    
    
    
    203Performance-vested restricted stock
    
    
    47
    
    
    
    46Weighted-average shares outstanding  diluted
    
    
    134,800
    
    
    
    138,455Net income  basic and diluted
    
    $
    250,320
    
    
    $
    145,231Net income per share:Basic
    
    $
    1.87
    
    
    $
    1.06Diluted
    
    $
    1.86
    
    
    $
    1.05
  8




---



##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
 NOTE 3  PROPERTY AND EQUIPMENT
   NOTE 4  DEBT
  NOTE 5  INCOME TAXES
 Accounting for Uncertainty in Income Taxes
    9




---



##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
  NOTE 6  EMPLOYEE BENEFIT PLANS
  Three Months Ended March 31,2007
    
    
    2006International
    
    
    Domestic
    
    
    International
    
    
    DomesticService cost
    
    $
    1,270
    
    
    $
    1,665
    
    
    $
    776
    
    
    $
    1,357Interest cost
    
    
    1,020
    
    
    
    1,495
    
    
    
    792
    
    
    
    1,236Return on plan assets
    
    
    (1,131
    )
    
    
    (1,650
    )
    
    
    (899
    )
    
    
    (1,449
    )Amortization of prior service cost
    
    
    
    
    
    
    99
    
    
    
    
    
    
    
    84Amortization of transition obligation
    
    
    54
    
    
    
    
    
    
    
    39
    
    
    
    Recognized net actuarial loss
    
    
    54
    
    
    
    380
    
    
    
    88
    
    
    
    344Net pension expense
    
    $
    1,267
    
    
    $
    1,989
    
    
    $
    796
    
    
    $
    1,572
    NOTE 7  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
   10




---



##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
  Accounting for Derivative Instruments and Hedging Activities
  Three Months Ended March 31,2007
    
    
    2006Net unrealized gain (loss) at beginning of period
    
    $
    3,217
    
    
    $
    (3,906
    )Activity during period:Settlement of forward contracts outstanding at beginning
of period
    
    
    (1,220
    )
    
    
    932Net unrealized gain on outstanding foreign currency
forward contracts
    
    
    391
    
    
    
    264Settlement of interest rate swaps
    
    
    
    
    
    
    2,509Net unrealized gain (loss) at March 31
    
    $
    2,388
    
    
    $
    (201
    )
 NOTE 8  COMMITMENTS AND CONTINGENCIES
  11




---



##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
       NOTE 9  SEGMENT AND RELATED INFORMATION
  12




---



##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
 Disclosure about Segments of an Enterprise and Related Information
  Noble Kolskaya
 International
    
    DomesticContract
    
    ContractDrilling
    
    DrillingServices
    
    Services
    
    Other
    
    TotalThree Months Ended March 31, 2007Revenues from external customers
    
    $
    445,559
    
    
    $
    151,355
    
    
    $
    49,510
    
    
    $
    646,424Depreciation and amortization
    
    
    48,071
    
    
    
    13,738
    
    
    
    2,656
    
    
    
    64,465Segment operating income
    
    
    213,529
    
    
    
    93,994
    
    
    
    3,778
    
    
    
    311,301Interest expense, net of amount
capitalized
    
    
    499
    
    
    
    867
    
    
    
    138
    
    
    
    1,504Income tax provision (benefit)
    
    
    30,612
    
    
    
    32,775
    
    
    
    (2,752
    )
    
    
    60,635Segment profit
    
    
    183,108
    
    
    
    60,355
    
    
    
    6,857
    
    
    
    250,320Total assets (at end of period)
    
    
    2,860,588
    
    
    
    1,630,444
    
    
    
    329,596
    
    
    
    4,820,628Capital expenditures
    
    
    79,756
    
    
    
    116,014
    
    
    
    40,908
    
    
    
    236,678Three Months Ended March 31, 2006Revenues from external customers
    
    $
    284,810
    
    
    $
    141,868
    
    
    $
    35,237
    
    
    $
    461,915Depreciation and amortization
    
    
    45,768
    
    
    
    12,540
    
    
    
    1,053
    
    
    
    59,361Segment operating income
    
    
    101,935
    
    
    
    86,486
    
    
    
    2,127
    
    
    
    190,548Interest expense, net of amount
capitalized
    
    
    6,240
    
    
    
    3,750
    
    
    
    2,489
    
    
    
    12,479Income tax provision (benefit)
    
    
    9,759
    
    
    
    27,366
    
    
    
    (1,945
    )
    
    
    35,180Segment profit (loss)
    
    
    85,644
    
    
    
    59,728
    
    
    
    (141
    )
    
    
    145,231Total assets (at end of period)
    
    
    2,290,268
    
    
    
    1,331,874
    
    
    
    924,175
    
    
    
    4,546,317Capital expenditures
    
    
    117,535
    
    
    
    81,557
    
    
    
    16,130
    
    
    
    215,222
 NOTE 10  ACCOUNTING PRONOUNCEMENTS
 Fair Value Measurements
 13




---



##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
 NOTE 11  SUBSEQUENT EVENT
    NOTE 12  GUARANTEES OF REGISTERED SECURITIES
    14




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
March 31, 2007
 NHC and NDH
    
    
    Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    10,258
    
    
    $
    22
    
    
    $
    
    
    
    $
    66,833
    
    
    $
    
    
    
    $
    77,113Accounts receivable
    
    
    
    
    
    
    7,314
    
    
    
    12,047
    
    
    
    442,186
    
    
    
    
    
    
    
    461,547Insurance receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,717
    
    
    
    
    
    
    
    39,717Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,642
    
    
    
    
    
    
    
    4,642Prepaid expenses
    
    
    
    
    
    
    214
    
    
    
    324
    
    
    
    22,403
    
    
    
    
    
    
    
    22,941Accounts receivable from affiliates
    
    
    550,287
    
    
    
    
    
    
    
    505,269
    
    
    
    
    
    
    
    (1,055,556
    )
    
    
    Other current assets
    
    
    
    
    
    
    8
    
    
    
    1,001
    
    
    
    94,275
    
    
    
    (69,178
    )
    
    
    26,106Total current assets
    
    
    560,545
    
    
    
    7,558
    
    
    
    518,641
    
    
    
    670,056
    
    
    
    (1,124,734
    )
    
    
    632,066PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    
    
    
    
    1,114,851
    
    
    
    108,962
    
    
    
    4,204,597
    
    
    
    
    
    
    
    5,428,410Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,690
    
    
    
    
    
    
    
    76,690
    
    
    
    1,114,851
    
    
    
    108,962
    
    
    
    4,281,287
    
    
    
    
    
    
    
    5,505,100Accumulated depreciation
    
    
    
    
    
    
    (65,766
    )
    
    
    (61,333
    )
    
    
    (1,349,143
    )
    
    
    
    
    
    
    (1,476,242
    )
    
    
    
    1,049,085
    
    
    
    47,629
    
    
    
    2,932,144
    
    
    
    
    
    
    
    4,028,858NOTES RECEIVABLE FROM AFFILIATES
    
    
    546,835
    
    
    
    
    
    
    
    44,159
    
    
    
    662,165
    
    
    
    (1,253,159
    )
    
    
    INVESTMENTS IN AFFILIATES
    
    
    2,702,848
    
    
    
    3,229,328
    
    
    
    2,515,613
    
    
    
    
    
    
    
    (8,447,789
    )
    
    
    OTHER ASSETS
    
    
    4,157
    
    
    
    5,119
    
    
    
    3,412
    
    
    
    147,016
    
    
    
    
    
    
    
    159,704$
    3,814,385
    
    
    $
    4,291,090
    
    
    $
    3,129,454
    
    
    $
    4,411,381
    
    
    $
    (10,825,682
    )
    
    $
    4,820,628LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    45,000
    
    
    $
    24,178
    
    
    $
    
    
    
    $
    9,800
    
    
    $
    (69,178
    )
    
    $
    9,800Accounts payable
    
    
    
    
    
    
    3,004
    
    
    
    2,038
    
    
    
    133,855
    
    
    
    
    
    
    
    138,897Accrued payroll and related costs
    
    
    
    
    
    
    (95
    )
    
    
    16,897
    
    
    
    71,423
    
    
    
    
    
    
    
    88,225Taxes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    95,666
    
    
    
    
    
    
    
    95,666Interest payable
    
    
    6,098
    
    
    
    7,776
    
    
    
    2,123
    
    
    
    (8,114
    )
    
    
    
    
    
    
    7,883Accounts payable to affiliates
    
    
    
    
    
    
    707,024
    
    
    
    
    
    
    
    348,532
    
    
    
    (1,055,556
    )
    
    
    Other current liabilities
    
    
    
    
    
    
    3
    
    
    
    1,696
    
    
    
    66,518
    
    
    
    
    
    
    
    68,217Total current liabilities
    
    
    51,098
    
    
    
    741,890
    
    
    
    22,754
    
    
    
    717,680
    
    
    
    (1,124,734
    )
    
    
    408,688LONG-TERM DEBT
    
    
    384,773
    
    
    
    
    
    
    
    351,674
    
    
    
    30,518
    
    
    
    
    
    
    
    766,965NOTES PAYABLE TO AFFILIATES
    
    
    
    
    
    
    627,165
    
    
    
    35,000
    
    
    
    590,994
    
    
    
    (1,253,159
    )
    
    
    DEFERRED INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    13,388
    
    
    
    208,927
    
    
    
    
    
    
    
    222,315OTHER LIABILITIES
    
    
    
    
    
    
    1,043
    
    
    
    3,771
    
    
    
    46,771
    
    
    
    
    
    
    
    51,585435,871
    
    
    
    1,370,098
    
    
    
    426,587
    
    
    
    1,594,890
    
    
    
    (2,377,893
    )
    
    
    1,449,553COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,439
    )
    
    
    
    
    
    
    (7,439
    )SHAREHOLDERS EQUITYOrdinary shares-par value $0.10 per share
    
    
    13,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,400Capital in excess of par value
    
    
    710,703
    
    
    
    1,149,965
    
    
    
    870,744
    
    
    
    90,968
    
    
    
    (2,111,677
    )
    
    
    710,703Retained earnings
    
    
    2,673,967
    
    
    
    1,771,027
    
    
    
    1,832,297
    
    
    
    2,752,518
    
    
    
    (6,355,842
    )
    
    
    2,673,967Accumulated other comprehensive
income (loss)
    
    
    (19,556
    )
    
    
    
    
    
    
    (174
    )
    
    
    (19,556
    )
    
    
    19,730
    
    
    
    (19,556
    )3,378,514
    
    
    
    2,920,992
    
    
    
    2,702,867
    
    
    
    2,823,930
    
    
    
    (8,447,789
    )
    
    
    3,378,514$
    3,814,385
    
    
    $
    4,291,090
    
    
    $
    3,129,454
    
    
    $
    4,411,381
    
    
    $
    (10,825,682
    )
    
    $
    4,820,628
 15




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
December 31, 2006
 NHC and NDH
    
    
    Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    2,458
    
    
    $
    36
    
    
    $
    
    
    
    $
    59,216
    
    
    $
    
    
    
    $
    61,710Accounts receivable
    
    
    
    
    
    
    4,032
    
    
    
    6,613
    
    
    
    397,596
    
    
    
    
    
    
    
    408,241Insurance receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,191
    
    
    
    
    
    
    
    54,191Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,461
    
    
    
    
    
    
    
    4,461Prepaid expenses
    
    
    
    
    
    
    827
    
    
    
    709
    
    
    
    18,955
    
    
    
    
    
    
    
    20,491Accounts receivable from affiliates
    
    
    582,991
    
    
    
    
    
    
    
    514,851
    
    
    
    
    
    
    
    (1,097,842
    )
    
    
    Other current assets
    
    
    1
    
    
    
    
    
    
    
    311
    
    
    
    44,200
    
    
    
    (23,626
    )
    
    
    20,886Total current assets
    
    
    585,450
    
    
    
    4,895
    
    
    
    522,484
    
    
    
    578,619
    
    
    
    (1,121,468
    )
    
    
    569,980PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    
    
    
    
    1,045,324
    
    
    
    103,625
    
    
    
    4,066,528
    
    
    
    
    
    
    
    5,215,477Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,870
    
    
    
    
    
    
    
    71,870
    
    
    
    1,045,324
    
    
    
    103,625
    
    
    
    4,138,398
    
    
    
    
    
    
    
    5,287,347Accumulated depreciation
    
    
    
    
    
    
    (60,265
    )
    
    
    (60,307
    )
    
    
    (1,308,382
    )
    
    
    
    
    
    
    (1,428,954
    )
    
    
    
    985,059
    
    
    
    43,318
    
    
    
    2,830,016
    
    
    
    
    
    
    
    3,858,393NOTES RECEIVABLE FROM AFFILIATES
    
    
    501,835
    
    
    
    
    
    
    
    9,159
    
    
    
    657,035
    
    
    
    (1,168,029
    )
    
    
    INVESTMENTS IN AFFILIATES
    
    
    2,456,632
    
    
    
    2,991,648
    
    
    
    2,420,467
    
    
    
    
    
    
    
    (7,868,747
    )
    
    
    OTHER ASSETS
    
    
    3,613
    
    
    
    4,963
    
    
    
    3,507
    
    
    
    145,458
    
    
    
    
    
    
    
    157,541$
    3,547,530
    
    
    $
    3,986,565
    
    
    $
    2,998,935
    
    
    $
    4,211,128
    
    
    $
    (10,158,244
    )
    
    $
    4,585,914LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    33,255
    
    
    $
    (23,626
    )
    
    $
    9,629Accounts payable
    
    
    17,305
    
    
    
    11,513
    
    
    
    1,628
    
    
    
    165,665
    
    
    
    
    
    
    
    196,111Accrued payroll and related costs
    
    
    
    
    
    
    45
    
    
    
    16,909
    
    
    
    76,297
    
    
    
    
    
    
    
    93,251Taxes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,793
    
    
    
    
    
    
    
    52,793Interest payable
    
    
    1,469
    
    
    
    
    
    
    
    7,453
    
    
    
    761
    
    
    
    
    
    
    
    9,683Accounts payable to affiliates
    
    
    
    
    
    
    638,638
    
    
    
    
    
    
    
    459,204
    
    
    
    (1,097,842
    )
    
    
    Other current liabilities
    
    
    
    
    
    
    3
    
    
    
    1,140
    
    
    
    63,650
    
    
    
    
    
    
    
    64,793Total current liabilities
    
    
    18,774
    
    
    
    650,199
    
    
    
    27,130
    
    
    
    851,625
    
    
    
    (1,121,468
    )
    
    
    426,260LONG-TERM DEBT
    
    
    299,763
    
    
    
    
    
    
    
    351,672
    
    
    
    33,034
    
    
    
    
    
    
    
    684,469NOTES PAYABLE TO AFFILIATES
    
    
    
    
    
    
    657,035
    
    
    
    
    
    
    
    510,994
    
    
    
    (1,168,029
    )
    
    
    DEFERRED INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    12,140
    
    
    
    207,381
    
    
    
    
    
    
    
    219,521OTHER LIABILITIES
    
    
    
    
    
    
    1,043
    
    
    
    2,099
    
    
    
    30,877
    
    
    
    
    
    
    
    34,019318,537
    
    
    
    1,308,277
    
    
    
    393,041
    
    
    
    1,633,911
    
    
    
    (2,289,497
    )
    
    
    1,364,269COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,348
    )
    
    
    
    
    
    
    (7,348
    )SHAREHOLDERS EQUITYOrdinary shares-par value $0.10 per share
    
    
    13,459
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,459Capital in excess of par value
    
    
    789,354
    
    
    
    1,149,965
    
    
    
    870,744
    
    
    
    98,562
    
    
    
    (2,119,271
    )
    
    
    789,354Retained earnings
    
    
    2,446,056
    
    
    
    1,528,323
    
    
    
    1,735,314
    
    
    
    2,505,879
    
    
    
    (5,769,516
    )
    
    
    2,446,056Accumulated
other comprehensive loss
    
    
    (19,876
    )
    
    
    
    
    
    
    (164
    )
    
    
    (19,876
    )
    
    
    20,040
    
    
    
    (19,876
    )3,228,993
    
    
    
    2,678,288
    
    
    
    2,605,894
    
    
    
    2,584,565
    
    
    
    (7,868,747
    )
    
    
    3,228,993$
    3,547,530
    
    
    $
    3,986,565
    
    
    $
    2,998,935
    
    
    $
    4,211,128
    
    
    $
    (10,158,244
    )
    
    $
    4,585,914
 16




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
Three Months Ended March 31, 2007
 NHC and NDH
    
    
    Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    16,591
    
    
    $
    13,081
    
    
    $
    547,243
    
    
    $
    
    
    
    $
    576,915Reimbursables
    
    
    
    
    
    
    139
    
    
    
    226
    
    
    
    30,778
    
    
    
    
    
    
    
    31,143Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,555
    
    
    
    
    
    
    
    36,555Engineering, consulting and other
    
    
    
    
    
    
    9,977
    
    
    
    
    
    
    
    1,805
    
    
    
    (9,971
    )
    
    
    1,811
    
    
    
    26,707
    
    
    
    13,307
    
    
    
    616,381
    
    
    
    (9,971
    )
    
    
    646,424OPERATING COSTS AND EXPENSESContract drilling services
    
    
    5,522
    
    
    
    6,504
    
    
    
    7,236
    
    
    
    187,551
    
    
    
    (9,971
    )
    
    
    196,842Reimbursables
    
    
    
    
    
    
    115
    
    
    
    226
    
    
    
    27,205
    
    
    
    
    
    
    
    27,546Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,403
    
    
    
    
    
    
    
    28,403Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,641
    
    
    
    
    
    
    
    3,641Depreciation and amortization
    
    
    
    
    
    
    6,278
    
    
    
    1,584
    
    
    
    56,603
    
    
    
    
    
    
    
    64,465Selling, general and administrative
    
    
    2,065
    
    
    
    966
    
    
    
    330
    
    
    
    10,865
    
    
    
    
    
    
    
    14,2267,587
    
    
    
    13,863
    
    
    
    9,376
    
    
    
    314,268
    
    
    
    (9,971
    )
    
    
    335,123OPERATING INCOME (LOSS)
    
    
    (7,587
    )
    
    
    12,844
    
    
    
    3,931
    
    
    
    302,113
    
    
    
    
    
    
    
    311,301OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    263,216
    
    
    
    246,396
    
    
    
    115,067
    
    
    
    
    
    
    
    (624,679
    )
    
    
    Interest expense, net of amount
capitalized
    
    
    (5,607
    )
    
    
    (11,843
    )
    
    
    (7,329
    )
    
    
    10,636
    
    
    
    12,639
    
    
    
    (1,504
    )Other, net
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    13,788
    
    
    
    (12,639
    )
    
    
    1,158INCOME BEFORE INCOME TAXES
    
    
    250,031
    
    
    
    247,397
    
    
    
    111,669
    
    
    
    326,537
    
    
    
    (624,679
    )
    
    
    310,955INCOME TAX (PROVISION) BENEFIT
    
    
    289
    
    
    
    4,023
    
    
    
    (274
    )
    
    
    (64,673
    )
    
    
    
    
    
    
    (60,635
    )NET INCOME
    
    $
    250,320
    
    
    $
    251,420
    
    
    $
    111,395
    
    
    $
    261,864
    
    
    $
    (624,679
    )
    
    $
    250,320
 17




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
Three Months Ended March 31, 2006
 NHC and NDH
    
    
    Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    9,420
    
    
    $
    8,839
    
    
    $
    390,088
    
    
    $
    
    
    
    $
    408,347Reimbursables
    
    
    
    
    
    
    145
    
    
    
    26
    
    
    
    22,901
    
    
    
    
    
    
    
    23,072Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,516
    
    
    
    
    
    
    
    26,516Engineering, consulting and other
    
    
    
    
    
    
    12,600
    
    
    
    
    
    
    
    3,980
    
    
    
    (12,600
    )
    
    
    3,980
    
    
    
    22,165
    
    
    
    8,865
    
    
    
    443,485
    
    
    
    (12,600
    )
    
    
    461,915OPERATING COSTS AND EXPENSESContract drilling services
    
    
    3,573
    
    
    
    4,649
    
    
    
    1,594
    
    
    
    163,648
    
    
    
    (12,600
    )
    
    
    160,864Reimbursables
    
    
    
    
    
    
    98
    
    
    
    26
    
    
    
    19,928
    
    
    
    
    
    
    
    20,052Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,938
    
    
    
    
    
    
    
    21,938Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,271
    
    
    
    
    
    
    
    3,271Depreciation and amortization
    
    
    
    
    
    
    6,213
    
    
    
    1,343
    
    
    
    51,805
    
    
    
    
    
    
    
    59,361Selling, general and administrative
    
    
    1,763
    
    
    
    509
    
    
    
    169
    
    
    
    7,844
    
    
    
    
    
    
    
    10,285Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,404
    )
    
    
    
    
    
    
    (4,404
    )5,336
    
    
    
    11,469
    
    
    
    3,132
    
    
    
    264,030
    
    
    
    (12,600
    )
    
    
    271,367OPERATING INCOME (LOSS)
    
    
    (5,336
    )
    
    
    10,696
    
    
    
    5,733
    
    
    
    179,455
    
    
    
    
    
    
    
    190,548OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    150,430
    
    
    
    133,355
    
    
    
    82,614
    
    
    
    
    
    
    
    (366,399
    )
    
    
    Interest expense, net of amount
capitalized
    
    
    (3
    )
    
    
    (13,462
    )
    
    
    (18,328
    )
    
    
    8,032
    
    
    
    11,282
    
    
    
    (12,479
    )Other, net
    
    
    140
    
    
    
    151
    
    
    
    (12,202
    )
    
    
    25,535
    
    
    
    (11,282
    )
    
    
    2,342INCOME BEFORE INCOME TAXES
    
    
    145,231
    
    
    
    130,740
    
    
    
    57,817
    
    
    
    213,022
    
    
    
    (366,399
    )
    
    
    180,411INCOME TAX (PROVISION) BENEFIT
    
    
    
    
    
    
    3,837
    
    
    
    8,679
    
    
    
    (47,696
    )
    
    
    
    
    
    
    (35,180
    )NET INCOME
    
    $
    145,231
    
    
    $
    134,577
    
    
    $
    66,496
    
    
    $
    165,326
    
    
    $
    (366,399
    )
    
    $
    145,231
 18




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Three Months Ended March 31, 2007
 NHC and NDH
    
    
    Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    250,320
    
    
    $
    251,420
    
    
    $
    111,395
    
    
    $
    261,864
    
    
    $
    (624,679
    )
    
    $
    250,320Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    6,278
    
    
    
    1,584
    
    
    
    56,603
    
    
    
    
    
    
    
    64,465Deferred income tax provision
    
    
    
    
    
    
    
    
    
    
    1,248
    
    
    
    1,546
    
    
    
    
    
    
    
    2,794Share-based compensation expense
    
    
    7,340
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,340Equity earnings in affiliates
    
    
    (263,216
    )
    
    
    (246,396
    )
    
    
    (115,067
    )
    
    
    
    
    
    
    624,679
    
    
    
    Other
    
    
    (224
    )
    
    
    457
    
    
    
    1,372
    
    
    
    1,298
    
    
    
    
    
    
    
    2,903Other changes in current assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (3,282
    )
    
    
    (5,433
    )
    
    
    (44,591
    )
    
    
    
    
    
    
    (53,306
    )Other current assets
    
    
    1
    
    
    
    (8
    )
    
    
    690
    
    
    
    5,112
    
    
    
    
    
    
    
    5,795Accounts payable
    
    
    (12,676
    )
    
    
    (2,175
    )
    
    
    410
    
    
    
    (35,095
    )
    
    
    
    
    
    
    (49,536
    )Other current liabilities
    
    
    
    
    
    
    (140
    )
    
    
    (4,786
    )
    
    
    44,397
    
    
    
    
    
    
    
    39,471Net cash
provided by (used for) operating activities
    
    
    (18,455
    )
    
    
    6,154
    
    
    
    (8,587
    )
    
    
    291,134
    
    
    
    
    
    
    
    270,246CASH FLOWS FROM INVESTING ACTIVITIESNew construction
    
    
    
    
    
    
    (69,527
    )
    
    
    
    
    
    
    (45,522
    )
    
    
    
    
    
    
    (115,049
    )Other capital expenditures
    
    
    
    
    
    
    (932
    )
    
    
    (5,336
    )
    
    
    (96,948
    )
    
    
    
    
    
    
    (103,216
    )Major maintenance expenditures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,413
    )
    
    
    
    
    
    
    (18,413
    )Accrued capital expenditures
    
    
    
    
    
    
    (6,334
    )
    
    
    
    
    
    
    15,961
    
    
    
    
    
    
    
    9,627Repayments from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,692
    
    
    
    (5,692
    )
    
    
    Net cash used for investing
activities
    
    
    
    
    
    
    (76,793
    )
    
    
    (5,336
    )
    
    
    (139,230
    )
    
    
    (5,692
    )
    
    
    (227,051
    )CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on credit facilities
    
    
    85,000
    
    
    
    
    
    
    
    85,000
    
    
    
    
    
    
    
    
    
    
    
    170,000Payments on bank credit facilities
    
    
    
    
    
    
    
    
    
    
    (85,000
    )
    
    
    
    
    
    
    
    
    
    
    (85,000
    )Payments of other long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,345
    )
    
    
    
    
    
    
    (2,345
    )Accounts receivable from affiliates
    
    
    51,702
    
    
    
    
    
    
    
    13,923
    
    
    
    
    
    
    
    (65,625
    )
    
    
    Accounts payable to affiliates
    
    
    
    
    
    
    76,317
    
    
    
    
    
    
    
    (141,942
    )
    
    
    65,625
    
    
    
    Note payable to affiliate
    
    
    
    
    
    
    (5,692
    )
    
    
    
    
    
    
    
    
    
    
    5,692
    
    
    
    Net proceeds from employee stock transactions
    
    
    (481
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (481
    )Dividends paid
    
    
    (5,409
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,409
    )Repurchases of ordinary shares
    
    
    (104,557
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (104,557
    )Net cash provided by (used for) financing
activities
    
    
    26,255
    
    
    
    70,625
    
    
    
    13,923
    
    
    
    (144,287
    )
    
    
    5,692
    
    
    
    (27,792
    )NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
    
    
    7,800
    
    
    
    (14
    )
    
    
    
    
    
    
    7,617
    
    
    
    
    
    
    
    15,403CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
    
    
    2,458
    
    
    
    36
    
    
    
    
    
    
    
    59,216
    
    
    
    
    
    
    
    61,710CASH AND CASH EQUIVALENTS,
END OF PERIOD
    
    $
    10,258
    
    
    $
    22
    
    
    $
    
    
    
    $
    66,833
    
    
    $
    
    
    
    $
    77,113
 19




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Three Months Ended March 31, 2006
 NHC and NDH
    
    
    Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    145,231
    
    
    $
    134,577
    
    
    $
    66,496
    
    
    $
    165,326
    
    
    $
    (366,399
    )
    
    $
    145,231Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    6,213
    
    
    
    1,343
    
    
    
    51,805
    
    
    
    
    
    
    
    59,361Loss on sales of marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    50Share-based compensation expense
    
    
    5,395
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,395Equity earnings in affiliates
    
    
    (150,430
    )
    
    
    (133,355
    )
    
    
    (82,614
    )
    
    
    
    
    
    
    366,399
    
    
    
    Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,404
    )
    
    
    
    
    
    
    (4,404
    )Other
    
    
    
    
    
    
    381
    
    
    
    (6,320
    )
    
    
    3,605
    
    
    
    
    
    
    
    (2,334
    )Other changes in current assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (807
    )
    
    
    (289
    )
    
    
    (54,181
    )
    
    
    
    
    
    
    (55,277
    )Other current assets
    
    
    (1,995
    )
    
    
    51
    
    
    
    
    
    
    
    (13,736
    )
    
    
    
    
    
    
    (15,680
    )Accounts payable
    
    
    
    
    
    
    95
    
    
    
    120
    
    
    
    (3,639
    )
    
    
    
    
    
    
    (3,424
    )Other current liabilities
    
    
    
    
    
    
    10,989
    
    
    
    3,625
    
    
    
    7,571
    
    
    
    
    
    
    
    22,185Net cash provided by (used for) operating
activities
    
    
    (1,799
    )
    
    
    18,144
    
    
    
    (17,639
    )
    
    
    152,397
    
    
    
    
    
    
    
    151,103CASH FLOWS FROM INVESTING ACTIVITIESNew construction
    
    
    
    
    
    
    (86,357
    )
    
    
    
    
    
    
    (27,735
    )
    
    
    
    
    
    
    (114,092
    )Other capital expenditures
    
    
    
    
    
    
    
    
    
    
    (325
    )
    
    
    (76,379
    )
    
    
    
    
    
    
    (76,704
    )Major maintenance expenditures
    
    
    
    
    
    
    
    
    
    
    (42
    )
    
    
    (24,384
    )
    
    
    
    
    
    
    (24,426
    )Repayments from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,189
    
    
    
    (5,189
    )
    
    
    Investment in marketable securities
    
    
    
    
    
    
    2,603
    
    
    
    
    
    
    
    (2,603
    )
    
    
    
    
    
    
    Proceeds from sales and maturities of
marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,582
    
    
    
    
    
    
    
    6,582Net cash used for investing
activities
    
    
    
    
    
    
    (83,754
    )
    
    
    (367
    )
    
    
    (119,330
    )
    
    
    (5,189
    )
    
    
    (208,640
    )CASH FLOWS FROM FINANCING ACTIVITIESPayments of other long-term debt
    
    
    
    
    
    
    (5,189
    )
    
    
    
    
    
    
    (4,408
    )
    
    
    5,189
    
    
    
    (4,408
    )Accounts receivable from affiliates
    
    
    (8,133
    )
    
    
    
    
    
    
    18,006
    
    
    
    
    
    
    
    (9,873
    )
    
    
    Accounts payable to affiliates
    
    
    
    
    
    
    67,890
    
    
    
    
    
    
    
    (77,763
    )
    
    
    9,873
    
    
    
    Net proceeds from employee stock transactions
    
    
    6,529
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,529Dividends paid
    
    
    (5,486
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,486
    )Net cash provided by (used for) financing
activities
    
    
    (7,090
    )
    
    
    62,701
    
    
    
    18,006
    
    
    
    (82,171
    )
    
    
    5,189
    
    
    
    (3,365
    )NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
    
    
    (8,889
    )
    
    
    (2,909
    )
    
    
    
    
    
    
    (49,104
    )
    
    
    
    
    
    
    (60,902
    )CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
    
    
    13,957
    
    
    
    3,119
    
    
    
    
    
    
    
    104,769
    
    
    
    
    
    
    
    121,845CASH AND CASH EQUIVALENTS,
END OF PERIOD
    
    $
    5,068
    
    
    $
    210
    
    
    $
    
    
    
    $
    55,665
    
    
    $
    
    
    
    $
    60,943
 20




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
 FORWARD-LOOKING STATEMENTS
  
 EXECUTIVE OVERVIEW
       21




---



##### Table of Contents



Noble Jim Day Noble Bingo 9000 Rig 4 Noble Jim Day
 
 RESULTS OF OPERATIONS
 Hurricane Losses and Recoveries
  For the Three Months Ended March 31, 2007 and 2006
 General
   22




---



##### Table of Contents



Contract Drilling ServicesInternational
    
    
    Domestic
    
    
    Other
    
    
    Total(In thousands)Three Months Ended March 31, 2007Operating Revenues:Contract drilling services
    
    $
    429,478
    
    
    $
    147,437
    
    
    $
    
    
    
    $
    576,915Reimbursables
    
    
    15,989
    
    
    
    3,780
    
    
    
    11,374
    
    
    
    31,143Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    36,555
    
    
    
    36,555Engineering, consulting and other
    
    
    92
    
    
    
    138
    
    
    
    1,581
    
    
    
    1,811445,559
    
    
    
    151,355
    
    
    
    49,510
    
    
    
    646,424Operating Costs and Expenses:Contract drilling services
    
    
    160,124
    
    
    
    36,718
    
    
    
    
    
    
    
    196,842Reimbursables
    
    
    13,284
    
    
    
    3,655
    
    
    
    10,607
    
    
    
    27,546Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    28,403
    
    
    
    28,403Engineering, consulting and other
    
    
    161
    
    
    
    (20
    )
    
    
    3,500
    
    
    
    3,641Depreciation and amortization
    
    
    48,071
    
    
    
    13,738
    
    
    
    2,656
    
    
    
    64,465Selling, general and administrative
    
    
    10,390
    
    
    
    3,270
    
    
    
    566
    
    
    
    14,226232,030
    
    
    
    57,361
    
    
    
    45,732
    
    
    
    335,123Operating Income
    
    $
    213,529
    
    
    $
    93,994
    
    
    $
    3,778
    
    
    $
    311,301
 Contract Drilling ServicesInternational
    
    
    Domestic
    
    
    Other
    
    
    Total(In thousands)Three Months Ended March 31, 2006Operating Revenues:Contract drilling services
    
    $
    272,871
    
    
    $
    135,476
    
    
    $
    
    
    
    $
    408,347Reimbursables
    
    
    11,490
    
    
    
    6,229
    
    
    
    5,353
    
    
    
    23,072Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    26,516
    
    
    
    26,516Engineering, consulting and other
    
    
    449
    
    
    
    163
    
    
    
    3,368
    
    
    
    3,980284,810
    
    
    
    141,868
    
    
    
    35,237
    
    
    
    461,915Operating Costs and Expenses:Contract drilling services
    
    
    122,887
    
    
    
    37,977
    
    
    
    
    
    
    
    160,864Reimbursables
    
    
    8,792
    
    
    
    6,073
    
    
    
    5,187
    
    
    
    20,052Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    21,938
    
    
    
    21,938Engineering, consulting and other
    
    
    (35
    )
    
    
    (110
    )
    
    
    3,416
    
    
    
    3,271Depreciation and amortization
    
    
    45,768
    
    
    
    12,540
    
    
    
    1,053
    
    
    
    59,361Selling, general and administrative
    
    
    5,463
    
    
    
    3,306
    
    
    
    1,516
    
    
    
    10,285Hurricane losses and recoveries, net
    
    
    
    
    
    
    (4,404
    )
    
    
    
    
    
    
    (4,404
    )182,875
    
    
    
    55,382
    
    
    
    33,110
    
    
    
    271,367Operating Income
    
    $
    101,935
    
    
    $
    86,486
    
    
    $
    2,127
    
    
    $
    190,548
 23




---



##### Table of Contents



Rig Utilization, Operating Days and Average Dayrates
  Average RigUtilization (1)
    
    Operating Days (2)
    
    Average DayrateThree Months Ended
    
    Three Months Ended
    
    Three Months EndedMarch 31,
    
    March 31,
    
    March 31,2007
    
    2006
    
    2007
    
    2006
    
    2007
    
    2006International (3):Jackups
    
    
    98
    %
    
    
    100
    %
    
    
    3,512
    
    
    
    3,420
    
    
    $
    102,112
    
    
    $
    63,880Semisubmersibles - >6,000(4)
    
    
    100
    %
    
    
    100
    %
    
    
    180
    
    
    
    180
    
    
    
    153,023
    
    
    
    89,261Semisubmersibles - <6,000(5)
    
    
    50
    %
    
    
    100
    %
    
    
    90
    
    
    
    90
    
    
    
    199,055
    
    
    
    113,430Drillships
    
    
    93
    %
    
    
    100
    %
    
    
    252
    
    
    
    270
    
    
    
    100,740
    
    
    
    104,189Total International
    
    
    95
    %
    
    
    100
    %
    
    
    4,034
    
    
    
    3,960
    
    
    $
    106,461
    
    
    $
    68,909Domestic (6):Jackups
    
    
    N/A

    
    
    86
    %
    
    
    N/A
    
    
    
    155
    
    
    $
    N/A
    
    
    $
    101,112Semisubmersibles - >6,000 (4)
    
    
    100
    %
    
    
    100
    %
    
    
    360
    
    
    
    360
    
    
    
    313,256
    
    
    
    241,562Semisubmersibles - <6,000 (5)
    
    
    100
    %
    
    
    100
    %
    
    
    90
    
    
    
    180
    
    
    
    154,390
    
    
    
    124,183Submersibles
    
    
    95
    %
    
    
    67
    %
    
    
    256
    
    
    
    180
    
    
    
    81,047
    
    
    
    58,506Total Domestic
    
    
    98
    %
    
    
    88
    %
    
    
    706
    
    
    
    875
    
    
    $
    208,755
    
    
    $
    154,830Total Company
    
    
    96
    %
    
    
    98
    %
    
    
    4,740
    
    
    
    4,835
    
    
    $
    121,705
    
    
    $
    84,465
 
 (1)
    
    Information reflects our policy of reporting on the basis of the number of actively marketed
rigs in our fleet. Percentages reflect the results of rigs only during the period in which
they are owned by us.(2)
    
    Information reflects the number of days that our rigs were operating under contractual
terms.(3)
    
    International encompasses contract drilling services conducted in the Middle East, India,
Mexico, the North Sea, Brazil and West Africa.(4)
    
    These units have water depth ratings of 6,000 feet or greater depending on the unit.(5)
    
    These units have water depth ratings of less than 6,000 feet.(6)
    
    Domestic encompasses contract drilling services conducted in the U.S. Gulf of Mexico. 24




---



##### Table of Contents



International Contract Drilling Services
  Operating CostsOperating Revenues
    
    
    and ExpensesThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006(In thousands)Contract drilling services
    
    $
    429,478
    
    
    $
    272,871
    
    
    $
    160,124
    
    
    $
    122,887Reimbursables (1)
    
    
    15,989
    
    
    
    11,490
    
    
    
    13,284
    
    
    
    8,792Other
    
    
    92
    
    
    
    449
    
    
    
    161
    
    
    
    (35
    )Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    48,071
    
    
    
    45,768Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    10,390
    
    
    
    5,463Total
    
    $
    445,559
    
    
    $
    284,810
    
    
    $
    232,030
    
    
    $
    182,875
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as operating expenses. Changes in the amount of these reimbursables do
not have a material effect on our financial position, results of operations or cash flows. Operating Revenues. Noble Tom Jobe Noble Eddie Paul Noble Therald Martin
 Operating Costs and Expenses.
 25




---



##### Table of Contents



Domestic Contract Drilling Services
  Operating CostsOperating Revenues
    
    
    and ExpensesThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006(In thousands)Contract drilling services
    
    $
    147,437
    
    
    $
    135,476
    
    
    $
    36,718
    
    
    $
    37,977Reimbursables (1)
    
    
    3,780
    
    
    
    6,229
    
    
    
    3,655
    
    
    
    6,073Other
    
    
    138
    
    
    
    163
    
    
    
    (20
    )
    
    
    (110
    )Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    13,738
    
    
    
    12,540Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    3,270
    
    
    
    3,306Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,404
    )Total
    
    $
    151,355
    
    
    $
    141,868
    
    
    $
    57,361
    
    
    $
    55,382
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as operating expenses. Changes in the amount of these reimbursables do
not have a material effect on our financial position, results of operations or cash flows. Operating Revenues. Noble Tom Jobe Noble Eddie Paul Noble Therald Martin
 Operating Costs and Expenses .
  26




---



##### Table of Contents



Other
  Operating CostsOperating Revenues
    
    
    and ExpensesThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006(In thousands)Labor contract drilling services
    
    $
    36,555
    
    
    $
    26,516
    
    
    $
    28,403
    
    
    $
    21,938Engineering, consulting and other
    
    
    1,581
    
    
    
    3,368
    
    
    
    3,500
    
    
    
    3,416Reimbursables (1)
    
    
    11,374
    
    
    
    5,353
    
    
    
    10,607
    
    
    
    5,187Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    2,656
    
    
    
    1,053Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    566
    
    
    
    1,516Total
    
    $
    49,510
    
    
    $
    35,237
    
    
    $
    45,732
    
    
    $
    33,110
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as operating expenses. Changes in the amount of these reimbursables do
not have a material effect on our financial position, results of operations or cash flows. Operating Revenues . Noble Kolskaya
  Operating Costs and Expenses . Noble Kolskaya
  Noble Kolskaya Noble Kolskaya
 Other Items
 Selling, General and Administrative Expenses .
 Interest Expense .
 Other, net.
 27




---



##### Table of Contents



Income Tax Provision .
 
 LIQUIDITY AND CAPITAL RESOURCES
 Overview
     Capital Expenditures
  Noble Clyde Boudreaux Noble Dave
Beard Noble Danny Adkins Noble Jim Day Noble Roger Lewis Noble Hans Deul Noble Scott Marks
  28




---



##### Table of Contents



Credit Facilities and Long-Term Debt
   
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
  Foreign Currency Risk
    29




---



##### Table of Contents



Market Risk
  
 ITEM 4. CONTROLS AND PROCEDURES
   30




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  We may have difficulty obtaining or maintaining insurance in the future, and we cannot fully
insure against all of the risks and hazards we face.
      31




---



##### Table of Contents



We are subject to changes in tax laws.
    
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Total Number of Shares
    
    Maximum Number ofTotal Number
    
    
    
    
    
    Purchased as Part of
    
    Shares that May Yet Beof Shares
    
    Average Price
    
    Publicly Announced
    
    Purchased Under thePeriod
    
    Purchased
    
    Paid per Share(2)
    
    Plans or Programs(1)(2)
    
    Plans or Programs(1)January 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,262,000February 2007
    
    
    390,000
    
    
    $
    70.95
    
    
    
    390,000
    
    
    
    14,872,000March 2007
    
    
    860,241
    (3)
    
    $
    73.57
    
    
    
    810,000
    
    
    
    14,062,000
 
 (1)
    
    All share repurchases were made in the open market and were effected pursuant to the share
repurchase program which Nobles board of directors authorized and adopted and which we
announced on January 31, 2002. On February 2, 2007, Noble announced that its board of
directors increased the share repurchase authorization by 10,000,000 shares, resulting in
15,262,000 shares authorized for repurchase. Our share repurchase program has no date of
expiration.(2)
    
    Shares repurchased in March totaled 810,000 shares at an average price of $73.56 ($59.6
million).(3)
    
    Includes 50,241 ordinary shares at an average price of $73.68 acquired by surrender of
ordinary shares to the Company by employees for withholding taxes upon the vesting of
restricted stock. 32




---



##### Table of Contents



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 (a)
    
    The annual general meeting of members of Noble was held in Houston, Texas, at
10:00 a.m., local time, on April 26, 2007.(b)
    
    Proxies were solicited by the board of directors of Noble pursuant to
Regulation 14A under the U.S. Securities Exchange Act of 1934. There was no
solicitation in opposition to the board of directors nominees for election as
directors as listed in the proxy statement and all of such nominees were duly elected.
The terms of Lawrence J. Chazen, Mary P. Ricciardello, William A. Sears, James C.
Day, Julie H. Edwards, Mark A. Jackson and Marc E. Leland, each an incumbent director,
continued following the annual general meeting. Mr. Day retired from Noble and its
board of directors effective April 30, 2007.(c)
    
    Out of a total of 134,275,081 ordinary shares of Noble outstanding and
entitled to vote at the annual general meeting, 119,984,787 shares were present in
person or by proxy, representing a majority of the outstanding shares. Two matters,
as fully described in the proxy statement for the annual general meeting, were voted
on by members. The first matter voted on was the election of directors to serve
three-year terms on the board of directors of Noble. The results of voting were as
follows:
 Number of SharesNominee
    
    Number of Shares
    
    WITHHOLDING AUTHORITYfor Re-election
    
    Voting FOR Re-election
    
    to Vote for Re-electionas Director
    
    as Director
    
    as DirectorMichael A. Cawley
    
    
    118,563,449
    
    
    
    1,421,338Luke R. Corbett
    
    
    112,178,351
    
    
    
    7,806,436Jack E. Little
    
    
    118,841,986
    
    
    
    1,142,801
 The second matter voted on was the approval of the appointment of
PricewaterhouseCoopers LLP as independent auditors for 2007. The results of the
voting on this proposal were as follows:For: 117,919,640 Against: 1,337,082 Abstain: 728,065(d)
    
    Inapplicable.
 
 ITEM 6. EXHIBITS
  33




---



##### Table of Contents



SIGNATURES
  NOBLE CORPORATIONDATE: May 9, 2007
    
    By:
    
    /s/ MARK A. JACKSONMark A. JacksonChairman of the Board, President and Chief Executive Officer
(Duly authorized officer)/s/ THOMAS L. MITCHELL

Thomas L. MitchellSenior Vice President and Chief Financial Officer
(Principal financial officer)
 34




---



##### Table of Contents



INDEX TO EXHIBITS
 EXHIBITNUMBER
    
    
    EXHIBIT
 4.1
    
    Revolving Credit Agreement dated as of March 15, 2007 among Noble Corporation;
the Lenders from time to time parties thereto; Citibank, N.A., as Administrative Agent,
Swingline Lender and an Issuing Bank; SunTrust Bank, as Syndication Agent; The Bank of
Tokyo-Mitsubishi UFJ, Ltd., Houston Agency, Fortis Capital Corp., and Wells Fargo Bank,
N.A., as Co-Documentation Agents; and Citigroup Global Markets Inc. and SunTrust
Robinson Humphrey, a division of SunTrust Capital Markets, Inc., as Co-Lead Arrangers
and Co-Book Running Managers (filed as Exhibit 4.1 to the Registrants Current Report
on Form 8-K filed on March 20, 2007 and incorporated herein by reference).10.1*
    
    Transition Consulting Services Agreement dated as of April 26, 2007 between
Noble Corporation and James C. Day (filed as Exhibit 10.1 to Noble Corporations
Current Report on Form 8-K filed on May 1, 2007 and incorporated herein by reference).10.2*
    
    Noble Corporation 2007 Short Term Incentive Plan (filed as Exhibit 10.3 to
Noble Corporations Current Report on Form 8-K filed on May 1, 2007 and incorporated
herein by reference).31.1
    
    Certification of Mark A. Jackson Pursuant to the U.S. Securities Exchange Act
of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).31.2
    
    Certification of Thomas L. Mitchell Pursuant to the U.S. Securities Exchange
Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).32.1+
    
    Certification of Mark A. Jackson Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2+
    
    Certification of Thomas L. Mitchell Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Management contract or compensatory plan or arrangement required to be filed as an
exhibit hereto.+
    
    Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K. 35