##### 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, 2006
  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: 0-13857
 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
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
  o þ




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##### 



TABLE OF CONTENTS
 PAGEPART
    
    ITEM 1.
    
    
    
    FINANCIAL STATEMENTS
    
    
    3I
    
    ITEM 2.
    
    
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    24Forward-Looking Statements
    
    
    24Executive Overview
    
    
    24Results of Operations
    
    
    25Liquidity and Capital Resources
    
    
    31ITEM 3.
    
    
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    33ITEM 4.
    
    
    
    CONTROLS AND PROCEDURES
    
    
    34PART
    
    ITEM 1.
    
    
    
    LEGAL PROCEEDINGS
    
    
    34II
    
    ITEM 1A.
    
    
    
    RISK FACTORS
    
    
    35ITEM 2.
    
    
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    37ITEM 3.
    
    
    
    DEFAULTS UPON SENIOR SECURITIES
    
    
    37ITEM 4.
    
    
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    37ITEM 5.
    
    
    
    OTHER INFORMATION
    
    
    37ITEM 6.
    
    
    
    EXHIBITS
    
    
    37SIGNATURES
    
    
    38INDEX TO EXHIBITS
    
    
    39Amendment to 1991 Stock Option & Restricted StockShort Term Incentive PlanCertification of James C. Day Pursuant to Rule 13a-14(a)Certification of Mark A. Jackson Pursuant to Rule 13a-14(a)Certification of James C. Day Pursuant to Section 1350Certification of Mark A. Jackson Pursuant to Section 1350
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 NOBLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2006
    
    
    2005ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    60,943
    
    
    $
    121,845Investments in marketable securities
    
    
    738,115
    
    
    
    44,457Accounts receivable
    
    
    331,965
    
    
    
    276,688Insurance receivables
    
    
    67,094
    
    
    
    51,565Inventories
    
    
    4,247
    
    
    
    3,940Prepaid expenses
    
    
    9,734
    
    
    
    10,064Other current assets
    
    
    23,229
    
    
    
    13,896Total current assets
    
    
    1,235,327
    
    
    
    522,455PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    4,365,116
    
    
    
    4,178,097Other
    
    
    68,777
    
    
    
    66,6984,433,893
    
    
    
    4,244,795Accumulated depreciation
    
    
    (1,291,871
    )
    
    
    (1,245,776
    )3,142,022
    
    
    
    2,999,019INVESTMENTS IN MARKETABLE SECURITIES
    
    
    1,618
    
    
    
    673,639OTHER ASSETS
    
    
    167,350
    
    
    
    151,254$
    4,546,317
    
    
    $
    4,346,367LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    609,289
    
    
    $
    8,972Accounts payable
    
    
    90,490
    
    
    
    93,914Accrued payroll and related costs
    
    
    72,516
    
    
    
    78,558Taxes payable
    
    
    69,779
    
    
    
    45,245Interest payable
    
    
    3,527
    
    
    
    9,640Other current liabilities
    
    
    39,665
    
    
    
    23,006Total current liabilities
    
    
    885,266
    
    
    
    259,335LONG-TERM DEBT
    
    
    524,597
    
    
    
    1,129,325DEFERRED INCOME TAXES
    
    
    227,586
    
    
    
    227,589OTHER LIABILITIES
    
    
    6,185
    
    
    
    6,2901,643,634
    
    
    
    1,622,539COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    (7,747
    )
    
    
    (7,906
    )SHAREHOLDERS EQUITYOrdinary shares-par value $0.10 per share; 400,000 shares authorized;
137,714 shares issued and outstanding in 2006; 137,009 shares issued
and outstanding in 2005
    
    
    13,771
    
    
    
    13,701Capital in excess of par value
    
    
    1,021,641
    
    
    
    1,024,470Retained earnings
    
    
    1,875,760
    
    
    
    1,736,015Restricted stock (unearned compensation)
    
    
    
    
    
    
    (17,099
    )Accumulated other comprehensive income (loss)
    
    
    (742
    )
    
    
    (25,353
    )2,910,430
    
    
    
    2,731,734$
    4,546,317
    
    
    $
    4,346,367
  3




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 Three Months Ended March 31,2006
    
    
    2005OPERATING REVENUESContract drilling services
    
    $
    417,632
    
    
    $
    262,404Reimbursables
    
    
    23,072
    
    
    
    24,502Labor contract drilling services
    
    
    17,231
    
    
    
    18,141Engineering, consulting and other
    
    
    3,980
    
    
    
    5,278461,915
    
    
    
    310,325OPERATING COSTS AND EXPENSESContract drilling services
    
    
    167,905
    
    
    
    144,022Reimbursables
    
    
    20,052
    
    
    
    22,906Labor contract drilling services
    
    
    14,897
    
    
    
    15,189Engineering, consulting and other
    
    
    3,430
    
    
    
    5,888Depreciation and amortization
    
    
    59,361
    
    
    
    56,377Selling, general and administrative
    
    
    10,285
    
    
    
    7,818Hurricane losses and recoveries, net
    
    
    (4,404
    )
    
    
    271,526
    
    
    
    252,200OPERATING INCOME
    
    
    190,389
    
    
    
    58,125OTHER INCOME (EXPENSE)Interest expense, net of amount capitalized
    
    
    (12,479
    )
    
    
    (5,935
    )Other, net
    
    
    2,501
    
    
    
    3,335INCOME BEFORE INCOME TAXES
    
    
    180,411
    
    
    
    55,525INCOME TAX PROVISION
    
    
    (35,180
    )
    
    
    (9,995
    )NET INCOME
    
    $
    145,231
    
    
    $
    45,530NET INCOME PER SHARE:Basic
    
    $
    1.06
    
    
    $
    0.34Diluted
    
    $
    1.05
    
    
    $
    0.33
 .
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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months Ended March 31,2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    145,231
    
    
    $
    45,530Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    59,361
    
    
    
    56,377Deferred income tax provision
    
    
    
    
    
    
    3,302Loss on sales of marketable securities
    
    
    50
    
    
    
    48Equity in income of joint venture
    
    
    
    
    
    
    (1,072
    )Distributions received from joint venture
    
    
    
    
    
    
    1,109Stock-based compensation expense
    
    
    5,395
    
    
    
    1,418Hurricane losses and recoveries, net
    
    
    (4,404
    )
    
    
    Other
    
    
    (2,334
    )
    
    
    (615
    )Other changes in current assets and liabilities, net of
acquired working capital:Accounts receivable
    
    
    (55,277
    )
    
    
    2,078Other current assets
    
    
    (15,680
    )
    
    
    (16,002
    )Accounts payable
    
    
    (3,424
    )
    
    
    (13,576
    )Other current liabilities
    
    
    22,185
    
    
    
    (7,052
    )Net cash provided by operating activities
    
    
    151,103
    
    
    
    71,545CASH FLOWS FROM INVESTING ACTIVITIESAcquisitions and related capital upgrades
    
    
    (114,092
    )
    
    
    (22,309
    )Other capital expenditures
    
    
    (76,704
    )
    
    
    (28,938
    )Major maintenance expenditures
    
    
    (24,426
    )
    
    
    (12,151
    )Proceeds from sales of property and equipment
    
    
    
    
    
    
    678Investments in marketable securities
    
    
    
    
    
    
    (17,129
    )Proceeds from sales and maturities of marketable securities
    
    
    6,582
    
    
    
    61,229Net cash used for investing activities
    
    
    (208,640
    )
    
    
    (18,620
    )CASH FLOWS FROM FINANCING ACTIVITIESPayments on credit facilities
    
    
    
    
    
    
    (40,000
    )Payments of other long-term debt
    
    
    (4,408
    )
    
    
    (2,036
    )Proceeds from exercise of stock options
    
    
    6,529
    
    
    
    40,790Payments of dividends
    
    
    (5,486
    )
    
    
    (2,710
    )Net cash used for financing activities
    
    
    (3,365
    )
    
    
    (3,956
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (60,902
    )
    
    
    48,969CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    121,845
    
    
    
    58,790CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    60,943
    
    
    $
    107,759
  5




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NOBLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 Restricted
    
    
    AccumulatedCapital in
    
    
    
    
    
    
    Stock
    
    
    Other
    
    
    TotalOrdinary Shares
    
    
    Excess of
    
    
    Retained
    
    
    (Unearned
    
    
    Comprehensive
    
    
    ShareholdersShares
    
    
    Amount
    
    
    Par Value
    
    
    Earnings
    
    
    Compensation)
    
    
    Income (Loss)
    
    
    EquityBalance at December 31, 2005
    
    
    137,009
    
    
    $
    13,701
    
    
    $
    1,024,470
    
    
    $
    1,736,015
    
    
    $
    (17,099
    )
    
    $
    (25,353
    )
    
    $
    2,731,734Stock-based compensation
Adoption of SFAS No. 123R
    
    
    
    
    
    
    
    
    
    
    (17,099
    )
    
    
    
    
    
    
    17,099
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    526
    
    
    
    53
    
    
    
    5,342
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,395Contribution to employee
benefit plans
    
    
    31
    
    
    
    3
    
    
    
    2,413
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,416Exercise of stock options
    
    
    148
    
    
    
    14
    
    
    
    6,515
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,529Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    145,231
    
    
    
    
    
    
    
    
    
    
    
    145,231Dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,486
    )
    
    
    
    
    
    
    
    
    
    
    (5,486
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,611
    
    
    
    24,611Balance at March 31, 2006
    
    
    137,714
    
    
    $
    13,771
    
    
    $
    1,021,641
    
    
    $
    1,875,760
    
    
    $
    
    
    
    $
    (742
    )
    
    $
    2,910,430
  6




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NOBLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 Three Months Ended March 31,2006
    
    
    2005NET INCOME
    
    $
    145,231
    
    
    $
    45,530OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:Foreign currency translation adjustments
    
    
    1,429
    
    
    
    (1,345
    )Unrealized holding gain (loss) on marketable securities
    
    
    19,477
    
    
    
    134Unrealized gain (loss) on foreign currency forward contracts
    
    
    1,196
    
    
    
    269Unrealized gain (loss) on interest rate swaps
    
    
    2,509
    
    
    
    Other comprehensive income (loss)
    
    
    24,611
    
    
    
    (942
    )COMPREHENSIVE INCOME
    
    $
    169,842
    
    
    $
    44,588
  7




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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  STOCK-BASED COMPENSATION
 Adoption of SFAS No. 123R
 Share-Based Payment Accounting for Stock Issued to Employees
 Earnings per Share
   8




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##### 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.)
  Three Months Ended March 31, 2005Net income  as reported
    
    $
    45,530Stock-based compensation expense, net of tax  as reported
    
    
    922Stock-based compensation expense, net of tax  pro forma
    
    
    (2,478
    )Net income  pro forma
    
    $
    43,974Net income per share:Basic  as reported
    
    $
    0.34Basic  pro forma
    
    $
    0.33Diluted  as reported
    
    $
    0.33Diluted  pro forma
    
    $
    0.32
 Stock Options
   Weighted-Number of Shares
    
    
    AverageUnderlying Options
    
    
    Exercise PriceOutstanding at January 1, 2006
    
    
    3,992,008
    
    
    $
    36.14Granted
    
    
    110,598
    
    
    
    75.11Exercised
    
    
    (173,896
    )
    
    
    34.99Forfeited
    
    
    (61,636
    )
    
    
    50.79Outstanding at March 31, 2006 (1)
    
    
    3,867,074
    
    
    $
    37.07Exercisable at March 31, 2006 (1)
    
    
    3,008,235
    
    
    $
    32.42
 
 (1)
    
    At March 31, 2006, the remaining weighted average contractual life for options outstanding
and exercisable was 5.7 and 4.7 years, respectively. The aggregate intrinsic value of options
outstanding and exercisable at March 31, 2006 was $170.6 million and $145.4 million, respectively. 9




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##### 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.)
  Three Months Ended March 31, 2006Weighted-average fair value per option granted
    
    $
    26.64Weighted-average exercise price per option granted
    
    $
    75.11Valuation assumptions:Expected option term (years)
    
    
    4.6Expected volatility
    
    
    34.00
    %Expected dividend yield
    
    
    0.20
    %Risk-free interest rate
    
    
    4.51
    %
   Weighted-Number of Shares
    
    
    AverageUnder Outstanding
    
    
    Grant-DateNon-Vested Stock Options
    
    Options
    
    
    Fair ValueNon-vested options at January 1, 2006
    
    
    816,222
    
    
    $
    18.39Granted
    
    
    110,598
    
    
    
    26.64Vested
    
    
    (90,597
    )
    
    
    18.55Forfeited
    
    
    (17,025
    )
    
    
    17.48Non-vested options at March 31, 2006
    
    
    819,198
    
    
    $
    19.50
    10




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##### 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.)
 Restricted Stock
    Weighted-
    
    
    Number of
    
    
    Weighted-Number of Time-
    
    
    Average
    
    
    Performance-Vested
    
    
    AverageVested Restricted
    
    
    Grant-Date
    
    
    Restricted Shares
    
    
    Grant-DateNon-Vested Restricted Shares
    
    Shares Outstanding
    
    
    Fair Value
    
    
    Outstanding (1)
    
    
    Fair ValueNon-vested restricted shares at
January 1, 2006
    
    
    158,297
    
    
    $
    44.32
    
    
    
    203,085
    
    
    $
    16.02Granted
    
    
    429,059
    
    
    
    75.94
    
    
    
    64,517
    
    
    
    29.50Vested
    
    
    (50,128
    )
    
    
    56.45
    
    
    
    
    
    
    
    Forfeited
    
    
    (3,831
    )
    
    
    44.32
    
    
    
    (1,542
    )
    
    
    20.36Non-vested restricted shares at
March 31, 2006
    
    
    533,397
    
    
    $
    68.61
    
    
    
    266,060
    
    
    $
    19.27
 
 (1)
    
    The number of performance-vested restricted shares shown equals the shares that would vest if
the target level of performance is achieved. The minimum number of shares is zero and the maximum
is 1.5 times the amounts shown.   11




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##### 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.)
   Valuation assumptions:Expected volatility
    
    
    30.00
    %Expected dividend yield
    
    
    0.20
    %Risk-free interest rate
    
    
    4.77
    %
 NOTE 3  NET INCOME PER SHARE
  Three Months EndedMarch 31,2006
    
    
    2005Weighted-average shares outstanding  basic
    
    
    136,721
    
    
    
    135,209Effect of potentially dilutive shares:Stock options
    
    
    1,485
    
    
    
    1,372Non-vested time-vested restricted stock
    
    
    203
    
    
    
    Non-vested performance-vested restricted stock
    
    
    46
    
    
    
    Weighted-average shares  diluted
    
    
    138,455
    
    
    
    136,581Net income  basic and diluted
    
    $
    145,231
    
    
    $
    45,530Net income per share:Basic
    
    $
    1.06
    
    
    $
    0.34Diluted
    
    $
    1.05
    
    
    $
    0.33
  NOTE 4
 MARKETABLE SECURITIES
   12




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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
Certain Investments in Debt and Equity Securities
     NOTE 5  PROPERTY AND EQUIPMENT
  13




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
 Panon, Panon Noble Harvey Duhaney .
 Noble Joe Alford
 NOTE 6  COMMITMENTS AND CONTINGENCIES
 Noble Clyde Boudreaux Noble Dave Beard Noble Danny Adkins Noble Roger Lewis Noble Hans Deul
   14




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
   NOTE 7  EMPLOYEE BENEFIT PLANS
    Three Months Ended March 31,2006
    
    
    2005International
    
    
    Domestic
    
    
    International
    
    
    DomesticService cost
    
    $
    776
    
    
    $
    1,357
    
    
    $
    635
    
    
    $
    1,162Interest cost
    
    
    792
    
    
    
    1,236
    
    
    
    685
    
    
    
    1,024Return on plan assets
    
    
    (899
    )
    
    
    (1,449
    )
    
    
    (767
    )
    
    
    (1,068
    )Amortization of prior service cost
    
    
    
    
    
    
    84
    
    
    
    
    
    
    
    65Amortization of transition obligation
    
    
    39
    
    
    
    
    
    
    
    63
    
    
    
    Recognized net actuarial loss (gain)
    
    
    88
    
    
    
    344
    
    
    
    (20
    )
    
    
    225Net pension expense
    
    $
    796
    
    
    $
    1,572
    
    
    $
    596
    
    
    $
    1,408
  NOTE 8  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
  15




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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 Accounting for Certain Derivative Instruments and Certain Hedging Activities (an
amendment of FASB Statement No. 133), Amendment of Statement 133 on Derivative
Instruments and Hedging Activities
   Three Months EndedMarch 31,2006
    
    
    2005Net unrealized gain (loss) at December 31
    
    $
    (3,906
    )
    
    $
    Activity during period:Net unrealized gain (loss) on outstanding
foreign currency forward contracts
    
    
    1,196
    
    
    
    269Settlement of interest rate swaps outstanding at December 31
    
    
    2,509
    
    
    
    Net unrealized gain (loss) at March 31
    
    $
    (201
    )
    
    $
    269
 NOTE 9  SEGMENT AND RELATED INFORMATION
 Disclosure about Segments of an Enterprise and Related
Information
  16




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
   International
    
    
    Domestic
    
    
    EngineeringContract
    
    
    Contract
    
    
    &Drilling
    
    
    Drilling
    
    
    ConsultingServices
    
    
    Services
    
    
    Services
    
    
    Other
    
    
    TotalThree Months Ended March 31, 2006Revenues from external customers
    
    $
    294,586
    
    
    $
    141,868
    
    
    $
    3,388
    
    
    $
    22,073
    
    
    $
    461,915Depreciation and amortization
    
    
    46,096
    
    
    
    13,143
    
    
    
    83
    
    
    
    39
    
    
    
    59,361Interest expense
    
    
    6,269
    
    
    
    3,750
    
    
    
    42
    
    
    
    2,418
    
    
    
    12,479Income tax provision (benefit)
    
    
    9,920
    
    
    
    27,366
    
    
    
    (275
    )
    
    
    (1,831
    )
    
    
    35,180Segment profit (loss)
    
    
    87,282
    
    
    
    59,125
    
    
    
    (313
    )
    
    
    (863
    )
    
    
    145,231Total assets (at end of period)
    
    
    2,376,653
    
    
    
    1,227,512
    
    
    
    29,373
    
    
    
    912,779
    
    
    
    4,546,317Capital expenditures
    
    
    34,722
    
    
    
    26,385
    
    
    
    
    
    
    
    129,689
    
    
    
    190,796Three Months Ended March 31, 2005Revenues from external customers
    
    $
    214,901
    
    
    $
    60,811
    
    
    $
    11,107
    
    
    $
    23,506
    
    
    $
    310,325Depreciation and amortization
    
    
    44,343
    
    
    
    11,013
    
    
    
    98
    
    
    
    923
    
    
    
    56,377Interest expense
    
    
    4,884
    
    
    
    3,248
    
    
    
    36
    
    
    
    (2,233
    )
    
    
    5,935Income tax provision (benefit)
    
    
    7,681
    
    
    
    1,249
    
    
    
    479
    
    
    
    586
    
    
    
    9,995Segment profit (loss)
    
    
    35,159
    
    
    
    8,144
    
    
    
    (1,094
    )
    
    
    3,321
    
    
    
    45,530Total assets (at end of period)
    
    
    2,128,752
    
    
    
    1,001,405
    
    
    
    39,229
    
    
    
    164,074
    
    
    
    3,333,460Capital expenditures
    
    
    34,946
    
    
    
    11,796
    
    
    
    257
    
    
    
    4,248
    
    
    
    51,247
 NOTE 10  PARENT GUARANTEE OF REGISTERED SECURITIES ISSUED BY SUBSIDIARY
   17




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
March 31, 2006
 NHC
    
    
    NobleNoble
    
    
    (Subsidiary
    
    
    Drilling
    
    
    Other
    
    
    Consolidating(Guarantor)
    
    
    Guarantor)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    5,068
    
    
    $
    
    
    
    $
    
    
    
    $
    55,875
    
    
    $
    
    
    
    $
    60,943Investment in marketable securities
    
    
    700,825
    
    
    
    
    
    
    
    
    
    
    
    37,290
    
    
    
    
    
    
    
    738,115Accounts receivable
    
    
    
    
    
    
    
    
    
    
    8,900
    
    
    
    323,065
    
    
    
    
    
    
    
    331,965Insurance receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    67,094
    
    
    
    
    
    
    
    67,094Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,247
    
    
    
    
    
    
    
    4,247Prepaid expenses
    
    
    
    
    
    
    
    
    
    
    321
    
    
    
    9,413
    
    
    
    
    
    
    
    9,734Accounts receivable from affiliates
    
    
    285,755
    
    
    
    
    
    
    
    508,534
    
    
    
    
    
    
    
    (794,289
    )
    
    
    Other current assets
    
    
    1,670
    
    
    
    
    
    
    
    247
    
    
    
    53,836
    
    
    
    (32,524
    )
    
    
    23,229Total current assets
    
    
    993,318
    
    
    
    
    
    
    
    518,002
    
    
    
    550,820
    
    
    
    (826,813
    )
    
    
    1,235,327PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    
    
    
    
    
    
    
    
    99,916
    
    
    
    4,265,200
    
    
    
    
    
    
    
    4,365,116Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68,777
    
    
    
    
    
    
    
    68,777
    
    
    
    
    
    
    
    99,916
    
    
    
    4,333,977
    
    
    
    
    
    
    
    4,433,893Accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    (57,204
    )
    
    
    (1,234,667
    )
    
    
    
    
    
    
    (1,291,871
    )
    
    
    
    
    
    
    
    42,712
    
    
    
    3,099,310
    
    
    
    
    
    
    
    3,142,022NOTES RECEIVABLE FROM AFFILIATES
    
    
    511,835
    
    
    
    
    
    
    
    744,159
    
    
    
    1,214,886
    
    
    
    (2,470,880
    )
    
    
    INVESTMENTS IN AFFILIATES
    
    
    2,105,277
    
    
    
    2,381,435
    
    
    
    2,185,023
    
    
    
    
    
    
    
    (6,671,735
    )
    
    
    INVESTMENTS IN MARKETABLE
SECURITIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,618
    
    
    
    
    
    
    
    1,618OTHER ASSETS
    
    
    
    
    
    
    
    
    
    
    8,091
    
    
    
    159,259
    
    
    
    
    
    
    
    167,350$
    3,610,430
    
    
    $
    2,381,435
    
    
    $
    3,497,987
    
    
    $
    5,025,893
    
    
    $
    (9,969,428
    )
    
    $
    4,546,317LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    
    
    
    $
    22,064
    
    
    $
    600,000
    
    
    $
    9,289
    
    
    $
    (22,064
    )
    
    $
    609,289Accounts payable
    
    
    
    
    
    
    
    
    
    
    1,925
    
    
    
    88,565
    
    
    
    
    
    
    
    90,490Accrued payroll and related costs
    
    
    
    
    
    
    
    
    
    
    15,402
    
    
    
    57,114
    
    
    
    
    
    
    
    72,516Taxes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,779
    
    
    
    
    
    
    
    69,779Interest payable
    
    
    
    
    
    
    10,962
    
    
    
    3,531
    
    
    
    (506
    )
    
    
    (10,460
    )
    
    
    3,527Accounts payable to affiliates
    
    
    
    
    
    
    116,049
    
    
    
    
    
    
    
    678,240
    
    
    
    (794,289
    )
    
    
    Other current liabilities
    
    
    
    
    
    
    
    
    
    
    9,944
    
    
    
    29,721
    
    
    
    
    
    
    
    39,665Total current liabilities
    
    
    
    
    
    
    149,075
    
    
    
    630,802
    
    
    
    932,202
    
    
    
    (826,813
    )
    
    
    885,266LONG-TERM DEBT
    
    
    
    
    
    
    
    
    
    
    486,664
    
    
    
    37,933
    
    
    
    
    
    
    
    524,597NOTES PAYABLE TO AFFILIATES
    
    
    700,000
    
    
    
    514,886
    
    
    
    
    
    
    
    1,255,994
    
    
    
    (2,470,880
    )
    
    
    DEFERRED INCOME TAXES
    
    
    
    
    
    
    (2,700
    )
    
    
    12,477
    
    
    
    217,809
    
    
    
    
    
    
    
    227,586OTHER LIABILITIES
    
    
    
    
    
    
    1,042
    
    
    
    2,407
    
    
    
    2,736
    
    
    
    
    
    
    
    6,185700,000
    
    
    
    662,303
    
    
    
    1,132,350
    
    
    
    2,446,674
    
    
    
    (3,297,693
    )
    
    
    1,643,634COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MINORITY INTEREST
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,747
    )
    
    
    
    
    
    
    (7,747
    )SHAREHOLDERS EQUITYOrdinary shares-par value $0.10 per share
    
    
    13,771
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,771Capital in excess of par value
    
    
    1,021,641
    
    
    
    870,744
    
    
    
    870,744
    
    
    
    689,364
    
    
    
    (2,430,852
    )
    
    
    1,021,641Retained earnings
    
    
    1,875,760
    
    
    
    848,388
    
    
    
    1,494,893
    
    
    
    1,898,344
    
    
    
    (4,241,625
    )
    
    
    1,875,760Accumulated other comprehensive
income (loss)
    
    
    (742
    )
    
    
    
    
    
    
    
    
    
    
    (742
    )
    
    
    742
    
    
    
    (742
    )2,910,430
    
    
    
    1,719,132
    
    
    
    2,365,637
    
    
    
    2,586,966
    
    
    
    (6,671,735
    )
    
    
    2,910,430$
    3,610,430
    
    
    $
    2,381,435
    
    
    $
    3,497,987
    
    
    $
    5,025,893
    
    
    $
    (9,969,428
    )
    
    $
    4,546,317
 18




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
December 31, 2005
 NHC
    
    
    NobleNoble
    
    
    (Subsidiary
    
    
    Drilling
    
    
    Other
    
    
    Consolidating(Guarantor)
    
    
    Guarantor)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    13,957
    
    
    $
    
    
    
    $
    
    
    
    $
    107,888
    
    
    $
    
    
    
    $
    121,845Investment in marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,457
    
    
    
    
    
    
    
    44,457Accounts receivable
    
    
    
    
    
    
    
    
    
    
    8,611
    
    
    
    268,077
    
    
    
    
    
    
    
    276,688Insurance receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,565
    
    
    
    
    
    
    
    51,565Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,940
    
    
    
    
    
    
    
    3,940Prepaid expenses
    
    
    
    
    
    
    
    
    
    
    321
    
    
    
    9,743
    
    
    
    
    
    
    
    10,064Accounts receivable from affiliates
    
    
    273,597
    
    
    
    
    
    
    
    526,351
    
    
    
    
    
    
    
    (799,948
    )
    
    
    Other current assets
    
    
    
    
    
    
    
    
    
    
    247
    
    
    
    42,526
    
    
    
    (28,877
    )
    
    
    13,896Total current assets
    
    
    287,554
    
    
    
    
    
    
    
    535,530
    
    
    
    528,196
    
    
    
    (828,825
    )
    
    
    522,455PROPERTY AND EQUIPMENT
Drilling equipment and facilities
    
    
    
    
    
    
    
    
    
    
    99,591
    
    
    
    4,078,506
    
    
    
    
    
    
    
    4,178,097Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66,698
    
    
    
    
    
    
    
    66,698
    
    
    
    
    
    
    
    99,591
    
    
    
    4,145,204
    
    
    
    
    
    
    
    4,244,795Accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    (56,143
    )
    
    
    (1,189,633
    )
    
    
    
    
    
    
    (1,245,776
    )
    
    
    
    
    
    
    
    43,448
    
    
    
    2,955,571
    
    
    
    
    
    
    
    2,999,019NOTES RECEIVABLE FROM AFFILIATES
    
    
    511,835
    
    
    
    
    
    
    
    744,159
    
    
    
    1,220,577
    
    
    
    (2,476,571
    )
    
    
    INVESTMENTS IN AFFILIATES
    
    
    1,960,241
    
    
    
    2,242,204
    
    
    
    2,029,863
    
    
    
    
    
    
    
    (6,232,308
    )
    
    
    INVESTMENTS IN MARKETABLE
SECURITIES
    
    
    672,104
    
    
    
    
    
    
    
    
    
    
    
    1,535
    
    
    
    
    
    
    
    673,639OTHER ASSETS
    
    
    
    
    
    
    
    
    
    
    4,404
    
    
    
    146,850
    
    
    
    
    
    
    
    151,254$
    3,431,734
    
    
    $
    2,242,204
    
    
    $
    3,357,404
    
    
    $
    4,852,729
    
    
    $
    (9,537,704
    )
    
    $
    4,346,367LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    
    
    
    $
    21,562
    
    
    $
    
    
    
    $
    8,972
    
    
    $
    (21,562
    )
    
    $
    8,972Accounts payable
    
    
    
    
    
    
    
    
    
    
    1,805
    
    
    
    92,109
    
    
    
    
    
    
    
    93,914Accrued payroll and related costs
    
    
    
    
    
    
    
    
    
    
    16,388
    
    
    
    62,170
    
    
    
    
    
    
    
    78,558Taxes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,245
    
    
    
    
    
    
    
    45,245Interest payable
    
    
    
    
    
    
    
    
    
    
    8,718
    
    
    
    8,237
    
    
    
    (7,315
    )
    
    
    9,640Accounts payable to affiliates
    
    
    
    
    
    
    114,696
    
    
    
    
    
    
    
    685,252
    
    
    
    (799,948
    )
    
    
    Other current liabilities
    
    
    
    
    
    
    
    
    
    
    146
    
    
    
    22,860
    
    
    
    
    
    
    
    23,006Total current liabilities
    
    
    
    
    
    
    136,258
    
    
    
    27,057
    
    
    
    924,845
    
    
    
    (828,825
    )
    
    
    259,335LONG-TERM DEBT
    
    
    
    
    
    
    
    
    
    
    1,086,661
    
    
    
    42,664
    
    
    
    
    
    
    
    1,129,325NOTES PAYABLE TO AFFILIATES
    
    
    700,000
    
    
    
    520,577
    
    
    
    
    
    
    
    1,255,994
    
    
    
    (2,476,571
    )
    
    
    DEFERRED INCOME TAXES
    
    
    
    
    
    
    (2,700
    )
    
    
    13,016
    
    
    
    217,273
    
    
    
    
    
    
    
    227,589OTHER LIABILITIES
    
    
    
    
    
    
    1,043
    
    
    
    4,264
    
    
    
    983
    
    
    
    
    
    
    
    6,290700,000
    
    
    
    655,178
    
    
    
    1,130,998
    
    
    
    2,441,759
    
    
    
    (3,305,396
    )
    
    
    1,622,539COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MINORITY INTEREST
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,906
    )
    
    
    
    
    
    
    (7,906
    )SHAREHOLDERS EQUITYOrdinary shares-par value $0.10 per share
    
    
    13,701
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,701Capital in excess of par value
    
    
    1,024,470
    
    
    
    870,744
    
    
    
    870,744
    
    
    
    713,975
    
    
    
    (2,455,463
    )
    
    
    1,024,470Retained earnings
    
    
    1,736,015
    
    
    
    716,282
    
    
    
    1,355,662
    
    
    
    1,730,254
    
    
    
    (3,802,198
    )
    
    
    1,736,015Restricted stock (unearned compensation)
    
    
    (17,099
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,099
    )Accumulated other comprehensive
income (loss)
    
    
    (25,353
    )
    
    
    
    
    
    
    
    
    
    
    (25,353
    )
    
    
    25,353
    
    
    
    (25,353
    )2,731,734
    
    
    
    1,587,026
    
    
    
    2,226,406
    
    
    
    2,418,876
    
    
    
    (6,232,308
    )
    
    
    2,731,734$
    3,431,734
    
    
    $
    2,242,204
    
    
    $
    3,357,404
    
    
    $
    4,852,729
    
    
    $
    (9,537,704
    )
    
    $
    4,346,367
 19




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
Three Months Ended March 31, 2006
 NHC
    
    
    NobleNoble
    
    
    (Subsidiary
    
    
    Drilling
    
    
    Other
    
    
    Consolidating(Guarantor)
    
    
    Guarantor)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    8,839
    
    
    $
    408,793
    
    
    $
    
    
    
    $
    417,632Reimbursables
    
    
    
    
    
    
    
    
    
    
    26
    
    
    
    23,046
    
    
    
    
    
    
    
    23,072Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,231
    
    
    
    
    
    
    
    17,231Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,980
    
    
    
    
    
    
    
    3,980
    
    
    
    
    
    
    
    8,865
    
    
    
    453,050
    
    
    
    
    
    
    
    461,915OPERATING COSTS AND EXPENSESContract drilling services
    
    
    (337
    )
    
    
    
    
    
    
    1,594
    
    
    
    166,648
    
    
    
    
    
    
    
    167,905Reimbursables
    
    
    
    
    
    
    
    
    
    
    26
    
    
    
    20,026
    
    
    
    
    
    
    
    20,052Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,897
    
    
    
    
    
    
    
    14,897Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,430
    
    
    
    
    
    
    
    3,430Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    1,343
    
    
    
    58,018
    
    
    
    
    
    
    
    59,361Selling, general and administrative
    
    
    279
    
    
    
    
    
    
    
    2,669
    
    
    
    7,337
    
    
    
    
    
    
    
    10,285Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,404
    )
    
    
    
    
    
    
    (4,404
    )(58
    )
    
    
    
    
    
    
    5,632
    
    
    
    265,952
    
    
    
    
    
    
    
    271,526OPERATING INCOME
    
    
    58
    
    
    
    
    
    
    
    3,233
    
    
    
    187,098
    
    
    
    
    
    
    
    190,389OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    145,036
    
    
    
    139,231
    
    
    
    155,160
    
    
    
    
    
    
    
    (439,427
    )
    
    
    Interest expense, net of amount
capitalized
    
    
    (3
    )
    
    
    (10,962
    )
    
    
    (18,037
    )
    
    
    5,561
    
    
    
    10,962
    
    
    
    (12,479
    )Other, net
    
    
    140
    
    
    
    
    
    
    
    (9,702
    )
    
    
    23,025
    
    
    
    (10,962
    )
    
    
    2,501INCOME BEFORE INCOME TAXES
    
    
    145,231
    
    
    
    128,269
    
    
    
    130,654
    
    
    
    215,684
    
    
    
    (439,427
    )
    
    
    180,411INCOME TAX (PROVISION) BENEFIT
    
    
    
    
    
    
    3,837
    
    
    
    8,577
    
    
    
    (47,594
    )
    
    
    
    
    
    
    (35,180
    )NET INCOME
    
    $
    145,231
    
    
    $
    132,106
    
    
    $
    139,231
    
    
    $
    168,090
    
    
    $
    (439,427
    )
    
    $
    145,231
 20




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
Three Months Ended March 31, 2005
 NHC
    
    
    NobleNoble
    
    
    (Subsidiary
    
    
    Drilling
    
    
    Other
    
    
    Consolidating(Guarantor)
    
    
    Guarantor)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    7,416
    
    
    $
    254,988
    
    
    $
    
    
    
    $
    262,404Reimbursables
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    24,501
    
    
    
    
    
    
    
    24,502Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,141
    
    
    
    
    
    
    
    18,141Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    5,248
    
    
    
    
    
    
    
    5,278
    
    
    
    
    
    
    
    7,447
    
    
    
    302,878
    
    
    
    
    
    
    
    310,325OPERATING COSTS AND EXPENSESContract drilling services
    
    
    25
    
    
    
    
    
    
    
    1,914
    
    
    
    142,083
    
    
    
    
    
    
    
    144,022Reimbursables
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    22,905
    
    
    
    
    
    
    
    22,906Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,189
    
    
    
    
    
    
    
    15,189Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,888
    
    
    
    
    
    
    
    5,888Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    1,442
    
    
    
    54,935
    
    
    
    
    
    
    
    56,377Selling, general and administrative
    
    
    (154
    )
    
    
    
    
    
    
    248
    
    
    
    7,724
    
    
    
    
    
    
    
    7,818(129
    )
    
    
    
    
    
    
    3,605
    
    
    
    248,724
    
    
    
    
    
    
    
    252,200OPERATING INCOME
    
    
    129
    
    
    
    
    
    
    
    3,842
    
    
    
    54,154
    
    
    
    
    
    
    
    58,125OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    44,081
    
    
    
    37,350
    
    
    
    39,566
    
    
    
    
    
    
    
    (120,997
    )
    
    
    Interest expense, net of amount
capitalized
    
    
    
    
    
    
    (11,592
    )
    
    
    (7,250
    )
    
    
    1,315
    
    
    
    11,592
    
    
    
    (5,935
    )Other, net
    
    
    1,404
    
    
    
    
    
    
    
    (1
    )
    
    
    13,524
    
    
    
    (11,592
    )
    
    
    3,335INCOME BEFORE INCOME TAXES
    
    
    45,614
    
    
    
    25,758
    
    
    
    36,157
    
    
    
    68,993
    
    
    
    (120,997
    )
    
    
    55,525INCOME TAX (PROVISION) BENEFIT
    
    
    (84
    )
    
    
    4,092
    
    
    
    1,193
    
    
    
    (15,196
    )
    
    
    
    
    
    
    (9,995
    )NET INCOME
    
    $
    45,530
    
    
    $
    29,850
    
    
    $
    37,350
    
    
    $
    53,797
    
    
    $
    (120,997
    )
    
    $
    45,530
 21




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Three Months Ended March 31, 2006
 NHC
    
    
    NobleNoble
    
    
    (Subsidiary
    
    
    Drilling
    
    
    Other
    
    
    Consolidating(Guarantor)
    
    
    Guarantor)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    145,231
    
    
    $
    132,106
    
    
    $
    139,231
    
    
    $
    168,090
    
    
    $
    (439,427
    )
    
    $
    145,231Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    1,343
    
    
    
    58,018
    
    
    
    
    
    
    
    59,361Loss on sales of marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    50Stock-based compensation expense
    
    
    5,395
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,395Equity earnings in affiliates
    
    
    (145,036
    )
    
    
    (139,231
    )
    
    
    (155,160
    )
    
    
    
    
    
    
    439,427
    
    
    
    Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,404
    )
    
    
    
    
    
    
    (4,404
    )Other
    
    
    
    
    
    
    
    
    
    
    (6,320
    )
    
    
    3,986
    
    
    
    
    
    
    
    (2,334
    )Other changes in current assets and liabilities, net of
acquired working capital:Accounts receivable
    
    
    
    
    
    
    
    
    
    
    (289
    )
    
    
    (54,988
    )
    
    
    
    
    
    
    (55,277
    )Accounts receivable from affiliates
    
    
    (13,852
    )
    
    
    
    
    
    
    17,817
    
    
    
    
    
    
    
    (3,965
    )
    
    
    Other current assets
    
    
    (1,670
    )
    
    
    
    
    
    
    
    
    
    
    (14,010
    )
    
    
    
    
    
    
    (15,680
    )Accounts payable
    
    
    
    
    
    
    
    
    
    
    120
    
    
    
    (3,544
    )
    
    
    
    
    
    
    (3,424
    )Accounts payable to affiliates
    
    
    
    
    
    
    1,353
    
    
    
    
    
    
    
    (5,318
    )
    
    
    3,965
    
    
    
    Other current liabilities
    
    
    
    
    
    
    10,961
    
    
    
    3,625
    
    
    
    7,599
    
    
    
    
    
    
    
    22,185Net cash provided by (used for) operating
activities
    
    
    (9,932
    )
    
    
    5,189
    
    
    
    367
    
    
    
    155,479
    
    
    
    
    
    
    
    151,103CASH FLOWS FROM INVESTING ACTIVITIESAcquisitions and related capital upgrades
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (114,092
    )
    
    
    
    
    
    
    (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
    )
    
    
    Proceeds from sales and maturities of
marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,582
    
    
    
    
    
    
    
    6,582Net cash provided by (used for) investing
activities
    
    
    
    
    
    
    
    
    
    
    (367
    )
    
    
    (203,084
    )
    
    
    (5,189
    )
    
    
    (208,640
    )CASH FLOWS FROM FINANCING ACTIVITIESPayments of other long-term debt
    
    
    
    
    
    
    (5,189
    )
    
    
    
    
    
    
    (4,408
    )
    
    
    5,189
    
    
    
    (4,408
    )Proceeds from exercise of stock options
    
    
    6,529
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,529Payments of dividends
    
    
    (5,486
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,486
    )Net cash provided by (used for) financing
activities
    
    
    1,043
    
    
    
    (5,189
    )
    
    
    
    
    
    
    (4,408
    )
    
    
    5,189
    
    
    
    (3,365
    )INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
    
    
    (8,889
    )
    
    
    
    
    
    
    
    
    
    
    (52,013
    )
    
    
    
    
    
    
    (60,902
    )CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
    
    
    13,957
    
    
    
    
    
    
    
    
    
    
    
    107,888
    
    
    
    
    
    
    
    121,845CASH AND CASH EQUIVALENTS,
END OF PERIOD
    
    $
    5,068
    
    
    $
    
    
    
    $
    
    
    
    $
    55,875
    
    
    $
    
    
    
    $
    60,943
 22




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Three Months Ended March 31, 2005
 NHC
    
    
    NobleNoble
    
    
    (Subsidiary
    
    
    Drilling
    
    
    Other
    
    
    Consolidating(Guarantor)
    
    
    Guarantor)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    45,530
    
    
    $
    29,850
    
    
    $
    37,350
    
    
    $
    53,797
    
    
    $
    (120,997
    )
    
    $
    45,530Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    1,442
    
    
    
    54,935
    
    
    
    
    
    
    
    56,377Deferred income tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,302
    
    
    
    
    
    
    
    3,302Loss on sales of marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48
    
    
    
    
    
    
    
    48Equity in income of joint ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,072
    )
    
    
    
    
    
    
    (1,072
    )Distributions received from joint ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,109
    
    
    
    
    
    
    
    1,109Stock-based compensation expense
    
    
    1,418
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,418Equity earnings in affiliates
    
    
    (44,081
    )
    
    
    (37,350
    )
    
    
    (39,566
    )
    
    
    
    
    
    
    120,997
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    579
    
    
    
    (1,194
    )
    
    
    
    
    
    
    (615
    )Other changes in current assets and liabilities, net of
acquired working capital:Accounts receivable
    
    
    
    
    
    
    
    
    
    
    1,017
    
    
    
    1,061
    
    
    
    
    
    
    
    2,078Accounts receivable from affiliates
    
    
    (12,938
    )
    
    
    
    
    
    
    46,294
    
    
    
    
    
    
    
    (33,356
    )
    
    
    Other current assets
    
    
    16,724
    
    
    
    
    
    
    
    433
    
    
    
    (33,159
    )
    
    
    
    
    
    
    (16,002
    )Accounts payable
    
    
    
    
    
    
    
    
    
    
    (301
    )
    
    
    (13,275
    )
    
    
    
    
    
    
    (13,576
    )Accounts payable to affiliates
    
    
    
    
    
    
    4,693
    
    
    
    
    
    
    
    (38,049
    )
    
    
    33,356
    
    
    
    Other current liabilities
    
    
    (210
    )
    
    
    7,542
    
    
    
    (7,322
    )
    
    
    (7,062
    )
    
    
    
    
    
    
    (7,052
    )Net cash provided by (used for) operating
activities
    
    
    6,443
    
    
    
    4,735
    
    
    
    39,926
    
    
    
    20,441
    
    
    
    
    
    
    
    71,545CASH FLOWS FROM INVESTING ACTIVITIESAcquisitions and related capital upgrades
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,309
    )
    
    
    
    
    
    
    (22,309
    )Other capital expenditures
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    (28,977
    )
    
    
    
    
    
    
    (28,938
    )Major maintenance expenditures
    
    
    
    
    
    
    
    
    
    
    35
    
    
    
    (12,186
    )
    
    
    
    
    
    
    (12,151
    )Proceeds from sales of property and equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    678
    
    
    
    
    
    
    
    678Repayments from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,735
    
    
    
    (4,735
    )
    
    
    Investments in marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,129
    )
    
    
    
    
    
    
    (17,129
    )Proceeds from sales and maturities of
marketable securities
    
    
    23,600
    
    
    
    
    
    
    
    
    
    
    
    37,629
    
    
    
    
    
    
    
    61,229Net cash provided by (used for) investing
activities
    
    
    23,600
    
    
    
    
    
    
    
    74
    
    
    
    (37,559
    )
    
    
    (4,735
    )
    
    
    (18,620
    )CASH FLOWS FROM FINANCING ACTIVITIESPayments on credit facilities
    
    
    
    
    
    
    
    
    
    
    (40,000
    )
    
    
    
    
    
    
    
    
    
    
    (40,000
    )Payments of other long-term debt
    
    
    
    
    
    
    (4,735
    )
    
    
    
    
    
    
    (2,036
    )
    
    
    4,735
    
    
    
    (2,036
    )Proceeds from exercise of stock options
    
    
    40,790
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,790Payments of dividends
    
    
    (2,710
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,710
    )Net cash provided by (used for) financing
activities
    
    
    38,080
    
    
    
    (4,735
    )
    
    
    (40,000
    )
    
    
    (2,036
    )
    
    
    4,735
    
    
    
    (3,956
    )INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
    
    
    68,123
    
    
    
    
    
    
    
    
    
    
    
    (19,154
    )
    
    
    
    
    
    
    48,969CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
    
    
    8,130
    
    
    
    
    
    
    
    
    
    
    
    50,660
    
    
    
    
    
    
    
    58,790CASH AND CASH EQUIVALENTS,
END OF PERIOD
    
    $
    76,253
    
    
    $
    
    
    
    $
    
    
    
    $
    31,506
    
    
    $
    
    
    
    $
    107,759
 23




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 FORWARD-LOOKING STATEMENTS
  
 EXECUTIVE OVERVIEW
      Noble Clyde Boudreaux Noble Dave Beard Noble Danny
Adkins Noble Roger Lewis Noble Hans Deul
 24




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##### Table of Contents



RESULTS OF OPERATIONS
 Hurricane Losses and Recoveries
 Noble Joe Alford
 Renewal of 2006  2007 Marine and Energy Package,
Excess Liability, and Protection and Indemnity
Programs
  For the Three Months Ended March 31, 2006 and 2005
 General
  25




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##### Table of Contents



International
    
    
    DomesticContract
    
    
    Contract
    
    
    EngineeringDrilling
    
    
    Drilling
    
    
    & ConsultingServices
    
    
    Services
    
    
    Services
    
    
    Other
    
    
    Total(In thousands)Three Months Ended March 31, 2006Operating Revenues:Contract drilling services
    
    $
    282,156
    
    
    $
    135,476
    
    
    $
    
    
    
    $
    
    
    
    $
    417,632Reimbursables
    
    
    11,981
    
    
    
    6,229
    
    
    
    20
    
    
    
    4,842
    
    
    
    23,072Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,231
    
    
    
    17,231Engineering, consulting and other
    
    
    449
    
    
    
    163
    
    
    
    3,368
    
    
    
    
    
    
    
    3,980294,586
    
    
    
    141,868
    
    
    
    3,388
    
    
    
    22,073
    
    
    
    461,915Operating Costs and Expenses:Contract drilling services
    
    
    129,928
    
    
    
    37,977
    
    
    
    
    
    
    
    
    
    
    
    167,905Reimbursables
    
    
    9,257
    
    
    
    6,073
    
    
    
    10
    
    
    
    4,712
    
    
    
    20,052Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,897
    
    
    
    14,897Engineering, consulting and other
    
    
    124
    
    
    
    (110
    )
    
    
    3,420
    
    
    
    (4
    )
    
    
    3,430Depreciation and amortization
    
    
    46,096
    
    
    
    13,143
    
    
    
    83
    
    
    
    39
    
    
    
    59,361Selling, general and administrative
    
    
    5,574
    
    
    
    3,306
    
    
    
    167
    
    
    
    1,238
    
    
    
    10,285Hurricane losses and recoveries, net
    
    
    
    
    
    
    (4,404
    )
    
    
    
    
    
    
    
    
    
    
    (4,404
    )190,979
    
    
    
    55,985
    
    
    
    3,680
    
    
    
    20,882
    
    
    
    271,526Operating Income
    
    $
    103,607
    
    
    $
    85,883
    
    
    $
    (292
    )
    
    $
    1,191
    
    
    $
    190,389
 International
    
    
    DomesticContract
    
    
    Contract
    
    
    EngineeringDrilling
    
    
    Drilling
    
    
    & ConsultingServices
    
    
    Services
    
    
    Services
    
    
    Other
    
    
    Total(In thousands)Three Months Ended March 31, 2005Operating Revenues:Contract drilling services
    
    $
    205,162
    
    
    $
    57,242
    
    
    $
    
    
    
    $
    
    
    
    $
    262,404Reimbursables
    
    
    9,334
    
    
    
    3,336
    
    
    
    7,026
    
    
    
    4,806
    
    
    
    24,502Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,141
    
    
    
    18,141Engineering, consulting and other
    
    
    405
    
    
    
    233
    
    
    
    4,081
    
    
    
    559
    
    
    
    5,278214,901
    
    
    
    60,811
    
    
    
    11,107
    
    
    
    23,506
    
    
    
    310,325Operating Costs and Expenses:Contract drilling services
    
    
    114,418
    
    
    
    29,604
    
    
    
    
    
    
    
    
    
    
    
    144,022Reimbursables
    
    
    7,912
    
    
    
    3,205
    
    
    
    7,038
    
    
    
    4,751
    
    
    
    22,906Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,189
    
    
    
    15,189Engineering, consulting and other
    
    
    152
    
    
    
    172
    
    
    
    5,035
    
    
    
    529
    
    
    
    5,888Depreciation and amortization
    
    
    44,343
    
    
    
    11,013
    
    
    
    98
    
    
    
    923
    
    
    
    56,377Selling, general and administrative
    
    
    5,069
    
    
    
    2,175
    
    
    
    234
    
    
    
    340
    
    
    
    7,818171,894
    
    
    
    46,169
    
    
    
    12,405
    
    
    
    21,732
    
    
    
    252,200Operating Income
    
    $
    43,007
    
    
    $
    14,642
    
    
    $
    (1,298
    )
    
    $
    1,774
    
    
    $
    58,125
 
 26




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##### 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 31,2006
    
    
    2005
    
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005International (3):Jackups
    
    
    100
    %
    
    
    94
    %
    
    
    3,510
    
    
    
    3,086
    
    
    $
    64,887
    
    
    $
    51,158Semisubmersibles  >6,000(4) (7)
    
    
    100
    %
    
    
    100
    %
    
    
    180
    
    
    
    180
    
    
    
    89,261
    
    
    
    145,047Semisubmersibles  <6,000(5)
    
    
    100
    %
    
    
    86
    %
    
    
    90
    
    
    
    77
    
    
    
    113,430
    
    
    
    62,410Drillships
    
    
    100
    %
    
    
    67
    %
    
    
    270
    
    
    
    180
    
    
    
    104,189
    
    
    
    90,963Total International
    
    
    100
    %
    
    
    92
    %
    
    
    4,050
    
    
    
    3,523
    
    
    $
    69,668
    
    
    $
    58,235Domestic (6):Jackups
    
    
    86
    %
    
    
    100
    %
    
    
    155
    
    
    
    180
    
    
    $
    101,112
    
    
    $
    55,819Semisubmersibles  >6,000(4)
    
    
    100
    %
    
    
    75
    %
    
    
    360
    
    
    
    270
    
    
    
    241,562
    
    
    
    104,426Semisubmersibles  <6,000(5)
    
    
    100
    %
    
    
    100
    %
    
    
    180
    
    
    
    180
    
    
    
    124,183
    
    
    
    53,727Submersibles
    
    
    67
    %
    
    
    100
    %
    
    
    180
    
    
    
    270
    
    
    
    58,506
    
    
    
    34,549Total Domestic
    
    
    88
    %
    
    
    91
    %
    
    
    875
    
    
    
    900
    
    
    $
    154,830
    
    
    $
    63,602Total Company
    
    
    98
    %
    
    
    92
    %
    
    
    4,925
    
    
    
    4,423
    
    
    $
    84,798
    
    
    $
    59,327
 
 (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 or operated 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,
Mexico, the North Sea, Brazil, West Africa, India and the Mediterranean Sea.(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.(7)
    
    In the Current Quarter, the international average dayrate for semisubmersibles
>6,000 feet includes the Noble Paul Wolffwhich was in the shipyard the entire
quarter but under contract to the customer at a reduced dayrate. As adjusted for this
unit, the average dayrate in the Current Quarter was $136,900. 27




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##### Table of Contents



International Contract Drilling Services
  Operating CostsOperating Revenues
    
    
    and ExpensesThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands)Contract drilling services
    
    $
    282,156
    
    
    $
    205,162
    
    
    $
    129,928
    
    
    $
    114,418Reimbursables (1)
    
    
    11,981
    
    
    
    9,334
    
    
    
    9,257
    
    
    
    7,912Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Engineering, consulting and other
    
    
    449
    
    
    
    405
    
    
    
    124
    
    
    
    152Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    46,096
    
    
    
    44,343Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    5,574
    
    
    
    5,069Total
    
    $
    294,586
    
    
    $
    214,901
    
    
    $
    190,979
    
    
    $
    171,894
 
 (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 Harvey Duhaney Noble David Tinsley Noble Roger Eason
 Operating Costs and Expenses. Noble
Harvey Duhaney Panon
 28




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##### Table of Contents



Domestic Contract Drilling Services
  Operating CostsOperating Revenues
    
    
    and ExpensesThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands)Contract drilling services
    
    $
    135,476
    
    
    $
    57,242
    
    
    $
    37,977
    
    
    $
    29,604Reimbursables (1)
    
    
    6,229
    
    
    
    3,336
    
    
    
    6,073
    
    
    
    3,205Engineering, consulting and other
    
    
    163
    
    
    
    233
    
    
    
    (110
    )
    
    
    172Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    13,143
    
    
    
    11,013Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    3,306
    
    
    
    2,175Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    (4,404
    )
    
    
    Total
    
    $
    141,868
    
    
    $
    60,811
    
    
    $
    55,985
    
    
    $
    46,169
 
 (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 Paul Romano Noble Joe Alford Noble Tom Jobe
 Operating Costs and Expenses .
  29




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##### Table of Contents



Engineering & Consulting Services
  Operating CostsOperating Revenues
    
    
    and ExpensesThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands)Engineering, consulting and other
    
    $
    3,368
    
    
    $
    4,081
    
    
    $
    3,420
    
    
    $
    5,035Reimbursables (1)
    
    
    20
    
    
    
    7,026
    
    
    
    10
    
    
    
    7,038Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    83
    
    
    
    98Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    167
    
    
    
    234Total
    
    $
    3,388
    
    
    $
    11,107
    
    
    $
    3,680
    
    
    $
    12,405
 
 (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.
 Operating Costs and Expenses .
 Other
  Operating CostsOperating Revenues
    
    
    and ExpensesThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands)Labor contract drilling services
    
    $
    17,231
    
    
    $
    18,141
    
    
    $
    14,897
    
    
    $
    15,189Reimbursables (1)
    
    
    4,842
    
    
    
    4,806
    
    
    
    4,712
    
    
    
    4,751Engineering, consulting and other
    
    
    
    
    
    
    559
    
    
    
    (4
    )
    
    
    529Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    39
    
    
    
    923Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,238
    
    
    
    340Total
    
    $
    22,073
    
    
    $
    23,506
    
    
    $
    20,882
    
    
    $
    21,732
 
 (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 .
 Operating Costs and Expenses .
 30




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##### Table of Contents



Other Items
 Selling, General and Administrative Expenses . Share-Based Payment
 Interest Expense .
 Other, net.
 Income Tax Provision .
 
 LIQUIDITY AND CAPITAL RESOURCES
 Overview
     Capital Expenditures
  Noble Dave Beard Noble Clyde Boudreaux Noble
Roger Lewis Noble Hans Deul Noble Paul Wolff
 31




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##### Table of Contents



Noble Danny Adkins
 Noble Dave Beard Noble Clyde Boudreaux Noble Roger Lewis Noble Hans Deul Noble Danny Adkins
    Investment in Smedvig
      32




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##### Table of Contents



Credit Facilities and Long-Term Debt
    
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     33




---



##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
   
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  34




---



##### Table of Contents



ITEM 1A. RISK FACTORS
  We may have difficulty obtaining insurance in the future and we cannot fully insure against
all of the risk and hazards we face.
    35




---



##### Table of Contents



Governmental laws and regulations, including environmental laws and regulations, may add to our
costs or limit our drilling activity.
     36




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##### Table of Contents



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 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 27, 2006.(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 Michael A. Cawley, Lawrence J. Chazen, Luke R. Corbett, Jack E. Little,
Mary P. Ricciardello and William A. Sears, each an incumbent director, continued
following the annual general meeting.(c)
    
    Out of a total of 137,151,679 ordinary shares of Noble outstanding and
entitled to vote at the annual general meeting, 112,494,977 shares were present in
person or by proxy, representing a majority of the outstanding shares. Three 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 DirectorJames C. Day
    
    
    111,071,130
    
    
    
    1,423,847Julie H. Edwards
    
    
    111,893,752
    
    
    
    601,225Marc E. Leland
    
    
    110,887,696
    
    
    
    1,607,281
 The second matter voted on was the approval of the appointment of
PricewaterhouseCoopers LLP as independent auditors for 2006. The results of the
voting on this proposal were as follows:For: 110,713,352                      Against: 1,012,272                      Abstain: 92,231The third matter voted on was a member (shareholder) proposal to separate the
positions of Chairman / Chief Executive Officer. The results of the voting on this
proposal were as follows:For: 25,626,726                      Against: 74,105,480                      Abstain: 878,743(d)
    
    Inapplicable.
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  37




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##### Table of Contents



SIGNATURES
  NOBLE CORPORATIONDATE: May 9, 2006
    
    By:
    
    /s/ MARK A. JACKSONMark A. JacksonPresident and Chief Operating Officer and acting Chief Financial Officer(Duly authorized officer and principal financial officer)
 38




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##### Table of Contents



INDEX TO EXHIBITS
 EXHIBITNUMBER
    
    EXHIBIT10.1*
    
    Amendment to the Noble Corporation 1991 Stock Option and Restricted
Stock Plan dated April 27, 2006.10.2*
    
    Noble Corporations Short Term Incentive Plan (revised April 2006).31.1
    
    Certification of James C. Day Pursuant to SEC Rule 13a-14(a) or Rule 15d-14(a).31.2
    
    Certification of Mark A. Jackson Pursuant to SEC Rule 13a-14(a) or Rule
15d-14(a).32.1+
    
    Certification of James C. Day 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 Mark A. Jackson 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.