##### 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 June 30, 2005
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period fromto
 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
 þ o




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FORM 10-Q
  
 TABLE OF CONTENTS
 PART IITEM 1. FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSForward-Looking StatementsExecutive OverviewResults of OperationsLiquidity and Capital ResourcesAccounting PronouncementsITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART IIITEM 1. LEGAL PROCEEDINGSITEM 6. EXHIBITSSIGNATURESINDEX TO EXHIBITSCertification 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



FORM 10-Q
 
 PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 NOBLE CORPORATION AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
 June 30,
    
    December 31,2005
    
    2004ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    145,645
    
    
    $
    58,790Restricted cash
    
    
    28,920
    
    
    
    Investment in marketable securities
    
    
    48,944
    
    
    
    132,788Accounts receivable
    
    
    247,664
    
    
    
    205,023Inventories
    
    
    4,158
    
    
    
    4,013Prepaid expenses
    
    
    18,988
    
    
    
    12,454Other current assets
    
    
    13,831
    
    
    
    12,215Total current assets
    
    
    508,150
    
    
    
    425,283PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    3,846,536
    
    
    
    3,739,338Other
    
    
    65,493
    
    
    
    65,5503,912,029
    
    
    
    3,804,888Accumulated depreciation
    
    
    (1,152,757
    )
    
    
    (1,061,268
    )2,759,272
    
    
    
    2,743,620INVESTMENTS IN AND ADVANCES TO JOINT VENTURES
    
    
    18,998
    
    
    
    18,804OTHER ASSETS
    
    
    124,617
    
    
    
    120,266$
    3,411,037
    
    
    $
    3,307,973LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    8,661
    
    
    $
    8,361Accounts payable
    
    
    74,672
    
    
    
    83,012Accrued payroll and related costs
    
    
    65,099
    
    
    
    60,911Taxes payable
    
    
    23,042
    
    
    
    22,883Interest payable
    
    
    8,659
    
    
    
    8,981Other current liabilities
    
    
    21,625
    
    
    
    30,018Total current liabilities
    
    
    201,758
    
    
    
    214,166LONG-TERM DEBT
    
    
    433,885
    
    
    
    503,288DEFERRED INCOME TAXES
    
    
    215,145
    
    
    
    206,506OTHER LIABILITIES
    
    
    8,250
    
    
    
    8,110859,038
    
    
    
    932,070COMMITMENTS AND CONTINGENCIES (Note 5)MINORITY INTEREST
    
    
    (8,187
    )
    
    
    (8,531
    )SHAREHOLDERS EQUITYOrdinary shares-par value $0.10 per share; 400,000 shares authorized;
136,450 shares issued and outstanding in 2005; 134,407 shares issued
and outstanding in 2004
    
    
    13,645
    
    
    
    13,441Capital in excess of par value
    
    
    1,004,321
    
    
    
    926,652Retained earnings
    
    
    1,566,385
    
    
    
    1,452,974Restricted stock (unearned compensation)
    
    
    (21,111
    )
    
    
    (11,171
    )Accumulated other comprehensive income (loss)
    
    
    (3,054
    )
    
    
    2,5382,560,186
    
    
    
    2,384,434$
    3,411,037
    
    
    $
    3,307,973
  3




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##### Table of Contents



FORM 10-Q
 NOBLE CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF INCOME
 Three Months Ended June 30,2005
    
    2004OPERATING REVENUESContract drilling services
    
    $
    303,911
    
    
    $
    225,667Reimbursables
    
    
    18,655
    
    
    
    9,555Labor contract drilling services
    
    
    17,531
    
    
    
    12,078Engineering, consulting and other
    
    
    3,911
    
    
    
    5,709344,008
    
    
    
    253,009OPERATING COSTS AND EXPENSESContract drilling services
    
    
    145,907
    
    
    
    122,510Reimbursables
    
    
    16,546
    
    
    
    8,082Labor contract drilling services
    
    
    14,476
    
    
    
    9,441Engineering, consulting and other
    
    
    5,733
    
    
    
    6,784Depreciation and amortization
    
    
    59,529
    
    
    
    51,183Selling, general and administrative
    
    
    10,099
    
    
    
    8,448252,290
    
    
    
    206,448OPERATING INCOME
    
    
    91,718
    
    
    
    46,561OTHER INCOME (EXPENSE)Interest expense
    
    
    (5,192
    )
    
    
    (8,620
    )Other, net
    
    
    2,876
    
    
    
    2,037INCOME BEFORE INCOME TAXES
    
    
    89,402
    
    
    
    39,978INCOME TAX PROVISION
    
    
    (16,092
    )
    
    
    (5,597
    )NET INCOME
    
    $
    73,310
    
    
    $
    34,381NET INCOME PER SHARE:Basic
    
    $
    0.54
    
    
    $
    0.26Diluted
    
    $
    0.53
    
    
    $
    0.26
 .
 4




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##### Table of Contents



FORM 10-Q
 NOBLE CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF INCOME
 Six Months Ended June 30,2005
    
    2004OPERATING REVENUESContract drilling services
    
    $
    566,315
    
    
    $
    444,250Reimbursables
    
    
    43,157
    
    
    
    19,604Labor contract drilling services
    
    
    35,672
    
    
    
    20,469Engineering, consulting and other
    
    
    9,189
    
    
    
    14,119654,333
    
    
    
    498,442OPERATING COSTS AND EXPENSESContract drilling services
    
    
    289,929
    
    
    
    246,833Reimbursables
    
    
    39,452
    
    
    
    17,159Labor contract drilling services
    
    
    29,665
    
    
    
    16,247Engineering, consulting and other
    
    
    11,621
    
    
    
    14,881Depreciation and amortization
    
    
    115,906
    
    
    
    101,610Selling, general and administrative
    
    
    17,917
    
    
    
    16,309504,490
    
    
    
    413,039OPERATING INCOME
    
    
    149,843
    
    
    
    85,403OTHER INCOME (EXPENSE)Interest expense
    
    
    (11,127
    )
    
    
    (17,688
    )Other, net
    
    
    6,211
    
    
    
    4,523INCOME BEFORE INCOME TAXES
    
    
    144,927
    
    
    
    72,238INCOME TAX PROVISION
    
    
    (26,087
    )
    
    
    (9,597
    )NET INCOME
    
    $
    118,840
    
    
    $
    62,641NET INCOME PER SHARE:Basic
    
    $
    0.88
    
    
    $
    0.47Diluted
    
    $
    0.87
    
    
    $
    0.47
 .
 5




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##### Table of Contents



FORM 10-Q
 NOBLE CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months Ended June 30,2005
    
    2004CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    118,840
    
    
    $
    62,641Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    115,906
    
    
    
    101,610Deferred income tax (benefit) provision
    
    
    9,835
    
    
    
    (153
    )Loss on sales of marketable securities
    
    
    48
    
    
    
    60Equity in income of joint venture
    
    
    (2,388
    )
    
    
    (1,804
    )Distributions received from joint venture
    
    
    2,194
    
    
    
    Compensation expense from stock-based plans
    
    
    3,365
    
    
    
    2,624Other
    
    
    1,110
    
    
    
    506Changes in current assets and liabilities:Accounts receivable
    
    
    (42,624
    )
    
    
    (15,881
    )Other current assets
    
    
    (11,347
    )
    
    
    (5,914
    )Accounts payable
    
    
    (8,326
    )
    
    
    (17,788
    )Other current liabilities
    
    
    3,584
    
    
    
    894Net cash provided by operating activities
    
    
    190,197
    
    
    
    126,795CASH FLOWS FROM INVESTING ACTIVITIESAcquisitions and related capital upgrades
    
    
    (56,709
    )
    
    
    (29,515
    )Other capital expenditures
    
    
    (52,376
    )
    
    
    (48,935
    )Deferred repair and maintenance expenditures
    
    
    (29,078
    )
    
    
    (22,691
    )Proceeds from sales of property and equipment
    
    
    993
    
    
    
    Repayments from joint venture
    
    
    
    
    
    
    1,607Investment in marketable securities
    
    
    (23,349
    )
    
    
    (93,387
    )Proceeds from sales and maturities of marketable securities
    
    
    106,679
    
    
    
    108,430Increase in restricted cash
    
    
    (28,920
    )
    
    
    Net cash used for investing activities
    
    
    (82,760
    )
    
    
    (84,491
    )CASH FLOWS FROM FINANCING ACTIVITIESPayments on credit facility
    
    
    (65,000
    )
    
    
    Payments of other long-term debt
    
    
    (4,108
    )
    
    
    (30,048
    )Proceeds from issuance of ordinary shares
    
    
    53,955
    
    
    
    24,186Payments of dividends
    
    
    (5,429
    )
    
    
    Repurchase of ordinary shares
    
    
    
    
    
    
    (39,714
    )Net cash used for financing activities
    
    
    (20,582
    )
    
    
    (45,576
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    86,855
    
    
    
    (3,272
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    58,790
    
    
    
    62,567CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    145,645
    
    
    $
    59,295
  6




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##### Table of Contents



FORM 10-Q
 NOBLE CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 Three Months Ended June 30,2005
    
    2004NET INCOME
    
    $
    73,310
    
    
    $
    34,381OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:Foreign currency translation adjustments
    
    
    (2,141
    )
    
    
    (559
    )Unrealized
holding gains (losses) on securities arising during period
    
    
    252
    
    
    
    (706
    )Unrealized gains (losses) on foreign currency forward contracts
    
    
    (2,761
    )
    
    
    201Other comprehensive loss
    
    
    (4,650
    )
    
    
    (1,064
    )COMPREHENSIVE INCOME
    
    $
    68,660
    
    
    $
    33,317
 Six Months Ended June 30,2005
    
    2004NET INCOME
    
    $
    118,840
    
    
    $
    62,641OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:Foreign currency translation adjustments
    
    
    (3,486
    )
    
    
    4,060Unrealized
holding gains (losses) on securities arising during period
    
    
    386
    
    
    
    (527
    )Unrealized gains (losses) on foreign currency forward contracts
    
    
    (2,492
    )
    
    
    233Other comprehensive income (loss)
    
    
    (5,592
    )
    
    
    3,766COMPREHENSIVE INCOME
    
    $
    113,248
    
    
    $
    66,407
 .
 7




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##### Table of Contents



FORM 10-Q
 NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  BASIS OF ACCOUNTING
     Accounting Changes and Error Corrections Accounting Changes Reporting Changes in Interim Financial Statements
  NOTE 2  STOCK-BASED COMPENSATION PLANS
 Accounting for
Stock-Based Compensation Accounting for Stock-Based
Compensation-Transition and
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FORM 10-Q
 Disclosure Accounting for Stock
Issued to Employees
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net income  as reported
    
    $
    73,310
    
    
    $
    34,381
    
    
    $
    118,840
    
    
    $
    62,641Stock-based compensation expense, net of tax  as reported
    
    
    1,266
    
    
    
    1,000
    
    
    
    2,187
    
    
    
    1,706Stock-based compensation expense, net of tax  pro forma
    
    
    (3,486
    )
    
    
    (3,728
    )
    
    
    (5,963
    )
    
    
    (7,125
    )Net income  pro forma
    
    $
    71,090
    
    
    $
    31,653
    
    
    $
    115,064
    
    
    $
    57,222Net income per share:Basic  as reported
    
    $
    0.54
    
    
    $
    0.26
    
    
    $
    0.88
    
    
    $
    0.47Basic  pro forma
    
    $
    0.52
    
    
    $
    0.24
    
    
    $
    0.85
    
    
    $
    0.43Diluted  as reported
    
    $
    0.53
    
    
    $
    0.26
    
    
    $
    0.87
    
    
    $
    0.47Diluted  pro forma
    
    $
    0.52
    
    
    $
    0.24
    
    
    $
    0.84
    
    
    $
    0.43
 Share-Based Payment .
  NOTE 3  NET INCOME PER SHARE
  9




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FORM 10-Q
 Net
    
    Basic
    
    Basic
    
    Diluted
    
    DilutedIncome
    
    Shares
    
    EPS
    
    Shares
    
    EPSThree Months Ended:June 30, 2005
    
    $
    73,310
    
    
    
    136,065
    
    
    $
    0.54
    
    
    
    137,300
    
    
    $
    0.53June 30, 2004
    
    $
    34,381
    
    
    
    132,540
    
    
    $
    0.26
    
    
    
    133,704
    
    
    $
    0.26
 Net
    
    Basic
    
    Basic
    
    Diluted
    
    DilutedIncome
    
    Shares
    
    EPS
    
    Shares
    
    EPSSix Months Ended:June 30, 2005
    
    $
    118,840
    
    
    
    135,637
    
    
    $
    0.88
    
    
    
    136,936
    
    
    $
    0.87June 30, 2004
    
    $
    62,641
    
    
    
    132,583
    
    
    $
    0.47
    
    
    
    133,766
    
    
    $
    0.47
  NOTE 4  RESTRICTED CASH AND MARKETABLE SECURITIES
   NOTE 5  COMMITMENTS AND CONTINGENCIES
   10




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FORM 10-Q
    NOTE 6  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, 2004
    
    
    134,407
    
    
    $
    13,441
    
    
    $
    926,652
    
    
    $
    1,452,974
    
    
    $
    (11,171
    )
    
    $
    2,538
    
    
    $
    2,384,434Exercise of stock options
    
    
    1,318
    
    
    
    132
    
    
    
    40,658
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,790Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,530
    
    
    
    
    
    
    
    
    
    
    
    45,530Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (942
    )
    
    
    (942
    )Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,710
    )
    
    
    
    
    
    
    
    
    
    
    (2,710
    )Tax benefit of stock options.
    
    
    
    
    
    
    
    
    
    
    6,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,050Compensation expense
recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,418
    
    
    
    
    
    
    
    1,418Other
    
    
    (70
    )
    
    
    (7
    )
    
    
    897
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    890Balance at March 31, 2005
    
    
    135,655
    
    
    
    13,566
    
    
    
    974,257
    
    
    
    1,495,794
    
    
    
    (9,753
    )
    
    
    1,596
    
    
    
    2,475,460Exercise of stock options
    
    
    428
    
    
    
    43
    
    
    
    13,122
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,165Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73,310
    
    
    
    
    
    
    
    
    
    
    
    73,310Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,650
    )
    
    
    (4,650
    )Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,719
    )
    
    
    
    
    
    
    
    
    
    
    (2,719
    )Tax benefit of stock options.
    
    
    
    
    
    
    
    
    
    
    2,771
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,771Compensation expense
recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,947
    
    
    
    
    
    
    
    1,947Issuance of restricted shares
    
    
    283
    
    
    
    28
    
    
    
    13,164
    
    
    
    
    
    
    
    (13,192
    )
    
    
    
    
    
    
    Other
    
    
    84
    
    
    
    8
    
    
    
    1,007
    
    
    
    
    
    
    
    (113
    )
    
    
    
    
    
    
    902Balance at June 30, 2005
    
    
    136,450
    
    
    $
    13,645
    
    
    $
    1,004,321
    
    
    $
    1,566,385
    
    
    $
    (21,111
    )
    
    $
    (3,054
    )
    
    $
    2,560,186
 NOTE 7  EMPLOYEE BENEFIT PLANS
  11




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FORM 10-Q
    Three Months Ended June 30,2005
    
    2004International
    
    Domestic
    
    International
    
    DomesticService cost
    
    $
    628
    
    
    $
    1,183
    
    
    $
    541
    
    
    $
    1,210Interest cost
    
    
    679
    
    
    
    1,015
    
    
    
    598
    
    
    
    1,024Return on plan assets
    
    
    (758
    )
    
    
    (1,068
    )
    
    
    (747
    )
    
    
    (1,068
    )Amortization of prior service cost
    
    
    
    
    
    
    65
    
    
    
    
    
    
    
    65Amortization of transition obligation
    
    
    62
    
    
    
    
    
    
    
    91
    
    
    
    Recognized net actuarial (gain) loss
    
    
    (19
    )
    
    
    214
    
    
    
    (65
    )
    
    
    225Net pension expense
    
    $
    592
    
    
    $
    1,409
    
    
    $
    418
    
    
    $
    1,456
 Six Months Ended June 30,2005
    
    2004International
    
    Domestic
    
    International
    
    DomesticService cost
    
    $
    1,256
    
    
    $
    2,368
    
    
    $
    1,144
    
    
    $
    2,324Interest cost
    
    
    1,357
    
    
    
    2,030
    
    
    
    1,196
    
    
    
    2,048Return on plan assets
    
    
    (1,517
    )
    
    
    (2,136
    )
    
    
    (1,494
    )
    
    
    (2,136
    )Amortization of prior service cost
    
    
    
    
    
    
    130
    
    
    
    
    
    
    
    130Amortization of transition obligation
    
    
    125
    
    
    
    
    
    
    
    182
    
    
    
    Recognized net actuarial (gain) loss
    
    
    (38
    )
    
    
    428
    
    
    
    (130
    )
    
    
    450Net pension expense
    
    $
    1,183
    
    
    $
    2,820
    
    
    $
    898
    
    
    $
    2,816
  NOTE 8  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
 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
 12




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##### Table of Contents



FORM 10-Q
   Three Months Ended June 30,2005
    
    2004Net unrealized gain at March 31
    
    $
    269
    
    
    $
    32Activity during period:Settlement of forward contracts outstanding at March 31
    
    
    (105
    )
    
    
    (9
    )Net unrealized gain (loss) on outstanding forward contracts
    
    
    (2,656
    )
    
    
    210Net unrealized gain (loss) at June 30
    
    $
    (2,492
    )
    
    $
    233
 Six Months Ended June 30,2005
    
    2004Net unrealized gain (loss) at December 31
    
    $
    
    
    
    $
    Activity during period:Net unrealized gain (loss) on outstanding forward contracts
    
    
    (2,492
    )
    
    
    233Net unrealized gain (loss) at June 30
    
    $
    (2,492
    )
    
    $
    233
 NOTE 9  PARENT GUARANTEE OF REGISTERED SECURITIES ISSUED BY SUBSIDIARY
   13




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##### Table of Contents



FORM 10-Q
 NOBLE CORPORATION AND OTHER SUBSIDIARIES
 CONSOLIDATING BALANCE SHEET
June 30, 2005
 NobleHolding
    
    NobleNoble
    
    (Subsidiary
    
    Drilling
    
    Other
    
    Consolidating(Guarantor)
    
    Guarantor)
    
    (Issuer)
    
    Subsidiaries
    
    Adjustments
    
    TotalASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    65,947
    
    
    $
    
    
    
    $
    
    
    
    $
    79,698
    
    
    $
    
    
    
    $
    145,645Restricted cash
    
    
    28,920
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,920Investment in marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,944
    
    
    
    
    
    
    
    48,944Accounts receivable
    
    
    
    
    
    
    
    
    
    
    8,168
    
    
    
    239,496
    
    
    
    
    
    
    
    247,664Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,158
    
    
    
    
    
    
    
    4,158Prepaid expenses
    
    
    
    
    
    
    
    
    
    
    154
    
    
    
    18,834
    
    
    
    
    
    
    
    18,988Accounts receivable from affiliates
    
    
    170,825
    
    
    
    
    
    
    
    525,615
    
    
    
    
    
    
    
    (696,440
    )
    
    
    Other current assets
    
    
    
    
    
    
    
    
    
    
    247
    
    
    
    41,962
    
    
    
    (28,378
    )
    
    
    13,831Total current assets
    
    
    265,692
    
    
    
    
    
    
    
    534,184
    
    
    
    433,092
    
    
    
    (724,818
    )
    
    
    508,150PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    
    
    
    
    
    
    
    
    99,591
    
    
    
    3,746,945
    
    
    
    
    
    
    
    3,846,536Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,493
    
    
    
    
    
    
    
    65,493
    
    
    
    
    
    
    
    99,591
    
    
    
    3,812,438
    
    
    
    
    
    
    
    3,912,029Accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    (53,844
    )
    
    
    (1,098,913
    )
    
    
    
    
    
    
    (1,152,757
    )
    
    
    
    
    
    
    
    45,747
    
    
    
    2,713,525
    
    
    
    
    
    
    
    2,759,272NOTES RECEIVABLE FROM AFFILIATES
    
    
    511,835
    
    
    
    
    
    
    
    44,159
    
    
    
    481,575
    
    
    
    (1,037,569
    )
    
    
    INVESTMENTS IN AFFILIATES
    
    
    1,782,659
    
    
    
    2,091,858
    
    
    
    1,877,176
    
    
    
    
    
    
    
    (5,751,693
    )
    
    
    INVESTMENT IN AND ADVANCES TO JOINT VENTURES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,998
    
    
    
    
    
    
    
    18,998OTHER ASSETS
    
    
    
    
    
    
    
    
    
    
    4,995
    
    
    
    119,622
    
    
    
    
    
    
    
    124,617$
    2,560,186
    
    
    $
    2,091,858
    
    
    $
    2,506,261
    
    
    $
    3,766,812
    
    
    $
    (7,514,080
    )
    
    $
    3,411,037LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    
    
    
    $
    20,590
    
    
    $
    
    
    
    $
    8,661
    
    
    $
    (20,590
    )
    
    $
    8,661Accounts payable
    
    
    
    
    
    
    
    
    
    
    1,743
    
    
    
    72,929
    
    
    
    
    
    
    
    74,672Accrued payroll and related costs
    
    
    
    
    
    
    
    
    
    
    15,294
    
    
    
    49,805
    
    
    
    
    
    
    
    65,099Taxes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,042
    
    
    
    
    
    
    
    23,042Interest payable
    
    
    
    
    
    
    7,637
    
    
    
    7,662
    
    
    
    1,148
    
    
    
    (7,788
    )
    
    
    8,659Accounts payable to affiliates
    
    
    
    
    
    
    131,392
    
    
    
    
    
    
    
    565,048
    
    
    
    (696,440
    )
    
    
    Other current liabilities
    
    
    
    
    
    
    
    
    
    
    (182
    )
    
    
    21,807
    
    
    
    
    
    
    
    21,625Total current liabilities
    
    
    
    
    
    
    159,619
    
    
    
    24,517
    
    
    
    742,440
    
    
    
    (724,818
    )
    
    
    201,758LONG-TERM DEBT
    
    
    
    
    
    
    
    
    
    
    386,656
    
    
    
    47,229
    
    
    
    
    
    
    
    433,885NOTES PAYABLE TO AFFILIATES
    
    
    
    
    
    
    481,575
    
    
    
    
    
    
    
    555,994
    
    
    
    (1,037,569
    )
    
    
    DEFERRED INCOME TAXES
    
    
    
    
    
    
    (2,700
    )
    
    
    14,561
    
    
    
    203,284
    
    
    
    
    
    
    
    215,145OTHER LIABILITIES
    
    
    
    
    
    
    1,044
    
    
    
    4,468
    
    
    
    2,738
    
    
    
    
    
    
    
    8,250
    
    
    
    639,538
    
    
    
    430,202
    
    
    
    1,551,685
    
    
    
    (1,762,387
    )
    
    
    859,038COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MINORITY INTEREST
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,187
    )
    
    
    
    
    
    
    (8,187
    )SHAREHOLDERS EQUITYOrdinary Shares-par value $0.10 per share
    
    
    13,645
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,645Capital in excess of par value
    
    
    1,004,321
    
    
    
    870,744
    
    
    
    870,744
    
    
    
    692,216
    
    
    
    (2,433,704
    )
    
    
    1,004,321Retained earnings
    
    
    1,566,385
    
    
    
    581,576
    
    
    
    1,205,315
    
    
    
    1,534,152
    
    
    
    (3,321,043
    )
    
    
    1,566,385Restricted stock (unearned compensation).
    
    
    (21,111
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,111
    )Accumulated other comprehensive income
    
    
    ( 3,054
    )
    
    
    
    
    
    
    
    
    
    
    (3,054
    )
    
    
    3,054
    
    
    
    (3,054
    )2,560,186
    
    
    
    1,452,320
    
    
    
    2,076,059
    
    
    
    2,223,314
    
    
    
    (5,751,693
    )
    
    
    2,560,186$
    2,560,186
    
    
    $
    2,091,858
    
    
    $
    2,506,261
    
    
    $
    3,766,812
    
    
    $
    (7,514,080
    )
    
    $
    3,411,037
 14




---



##### Table of Contents



FORM 10-Q
 NOBLE CORPORATION AND OTHER SUBSIDIARIES
 CONSOLIDATING BALANCE SHEET
December 31, 2004
 NobleHolding
    
    NobleNoble
    
    (Subsidiary
    
    Drilling
    
    Other
    
    Consolidating(Guarantor)
    
    Guarantor)
    
    (Issuer)
    
    Subsidiaries
    
    Adjustments
    
    TotalASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    8,130
    
    
    $
    
    
    
    $
    
    
    
    $
    50,660
    
    
    $
    
    
    
    $
    58,790Investments in marketable securities
    
    
    23,707
    
    
    
    
    
    
    
    
    
    
    
    109,081
    
    
    
    
    
    
    
    132,788Accounts receivable
    
    
    
    
    
    
    
    
    
    
    7,434
    
    
    
    197,589
    
    
    
    
    
    
    
    205,023Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,013
    
    
    
    
    
    
    
    4,013Prepaid expenses
    
    
    
    
    
    
    
    
    
    
    1,285
    
    
    
    11,169
    
    
    
    
    
    
    
    12,454Accounts receivable from affiliates
    
    
    177,091
    
    
    
    
    
    
    
    588,705
    
    
    
    
    
    
    
    (765,796
    )
    
    
    Other current assets
    
    
    19,918
    
    
    
    
    
    
    
    262
    
    
    
    11,963
    
    
    
    (19,928
    )
    
    
    12,215Total current assets
    
    
    228,846
    
    
    
    
    
    
    
    597,686
    
    
    
    384,475
    
    
    
    (785,724
    )
    
    
    425,283PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    
    
    
    
    
    
    
    
    99,624
    
    
    
    3,639,714
    
    
    
    
    
    
    
    3,739,338Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,550
    
    
    
    
    
    
    
    65,550
    
    
    
    
    
    
    
    99,624
    
    
    
    3,705,264
    
    
    
    
    
    
    
    3,804,888Accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    (51,581
    )
    
    
    (1,009,687
    )
    
    
    
    
    
    
    (1,061,268
    )
    
    
    
    
    
    
    
    48,043
    
    
    
    2,695,577
    
    
    
    
    
    
    
    2,743,620NOTES RECEIVABLE FROM AFFILIATES
    
    
    492,139
    
    
    
    
    
    
    
    44,159
    
    
    
    
    
    
    
    (536,298
    )
    
    
    INVESTMENTS IN AFFILIATES
    
    
    1,664,904
    
    
    
    1,987,843
    
    
    
    1,773,952
    
    
    
    
    
    
    
    (5,426,699
    )
    
    
    INVESTMENT IN AND ADVANCES
TO JOINT VENTURES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,804
    
    
    
    
    
    
    
    18,804OTHER ASSETS
    
    
    
    
    
    
    
    
    
    
    5,929
    
    
    
    114,337
    
    
    
    
    
    
    
    120,266$
    2,385,889
    
    
    $
    1,987,843
    
    
    $
    2,469,769
    
    
    $
    3,213,193
    
    
    $
    (6,748,721
    )
    
    $
    3,307,973LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    
    
    
    $
    19,682
    
    
    $
    
    
    
    $
    8,361
    
    
    $
    (19,682
    )
    
    $
    8,361Accounts payable
    
    
    
    
    
    
    
    
    
    
    2,374
    
    
    
    80,638
    
    
    
    
    
    
    
    83,012Accrued payroll and related costs
    
    
    26
    
    
    
    
    
    
    
    15,222
    
    
    
    45,663
    
    
    
    
    
    
    
    60,911Taxes payable
    
    
    1,429
    
    
    
    
    
    
    
    
    
    
    
    21,454
    
    
    
    
    
    
    
    22,883Interest payable
    
    
    
    
    
    
    
    
    
    
    7,912
    
    
    
    1,315
    
    
    
    (246
    )
    
    
    8,981Accounts payable to affiliates
    
    
    
    
    
    
    114,330
    
    
    
    
    
    
    
    651,466
    
    
    
    (765,796
    )
    
    
    Other current liabilities
    
    
    
    
    
    
    
    
    
    
    809
    
    
    
    29,209
    
    
    
    
    
    
    
    30,018Total current liabilities
    
    
    1,455
    
    
    
    134,012
    
    
    
    26,317
    
    
    
    838,106
    
    
    
    (785,724
    )
    
    
    214,166LONG-TERM DEBT
    
    
    
    
    
    
    
    
    
    
    451,650
    
    
    
    51,638
    
    
    
    
    
    
    
    503,288NOTES PAYABLE TO AFFILIATES
    
    
    
    
    
    
    492,139
    
    
    
    
    
    
    
    44,159
    
    
    
    (536,298
    )
    
    
    DEFERRED INCOME TAXES
    
    
    
    
    
    
    (2,700
    )
    
    
    15,083
    
    
    
    194,123
    
    
    
    
    
    
    
    206,506OTHER LIABILITIES
    
    
    
    
    
    
    1,043
    
    
    
    4,674
    
    
    
    2,393
    
    
    
    
    
    
    
    8,1101,455
    
    
    
    624,494
    
    
    
    497,724
    
    
    
    1,130,419
    
    
    
    (1,322,022
    )
    
    
    932,070COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,531
    )
    
    
    
    
    
    
    (8,531
    )SHAREHOLDERS EQUITYOrdinary Shares-par value $0.10 per share
    
    
    13,441
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,441Capital in excess of par value
    
    
    926,652
    
    
    
    870,744
    
    
    
    870,744
    
    
    
    691,289
    
    
    
    (2,432,777
    )
    
    
    926,652Retained earnings
    
    
    1,452,974
    
    
    
    492,605
    
    
    
    1,101,301
    
    
    
    1,397,478
    
    
    
    (2,991,384
    )
    
    
    1,452,974Restricted stock (unearned compensation).
    
    
    (11,171
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,171
    )Accumulated other comprehensive income
    
    
    2,538
    
    
    
    
    
    
    
    
    
    
    
    2,538
    
    
    
    (2,538
    )
    
    
    2,5382,384,434
    
    
    
    1,363,349
    
    
    
    1,972,045
    
    
    
    2,091,305
    
    
    
    (5,426,699
    )
    
    
    2,384,434$
    2,385,889
    
    
    $
    1,987,843
    
    
    $
    2,469,769
    
    
    $
    3,213,193
    
    
    $
    (6,748,721
    )
    
    $
    3,307,973
 15




---



##### Table of Contents



FORM 10-Q
 NOBLE CORPORATION AND OTHER SUBSIDIARIES
 CONSOLIDATING STATEMENT OF INCOME
Three Months Ended June 30, 2005
 NobleHolding
    
    NobleNoble
    
    (Subsidiary
    
    Drilling
    
    Other
    
    Consolidating(Guarantor)
    
    Guarantor)
    
    (Issuer)
    
    Subsidiaries
    
    Adjustments
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    6,944
    
    
    $
    296,967
    
    
    $
    
    
    
    $
    303,911Reimbursables
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    18,654
    
    
    
    
    
    
    
    18,655Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,531
    
    
    
    
    
    
    
    17,531Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    3,898
    
    
    
    
    
    
    
    3,911
    
    
    
    
    
    
    
    6,958
    
    
    
    337,050
    
    
    
    
    
    
    
    344,008OPERATING COSTS AND EXPENSESContract drilling services
    
    
    9
    
    
    
    
    
    
    
    1,142
    
    
    
    144,756
    
    
    
    
    
    
    
    145,907Reimbursables
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    16,545
    
    
    
    
    
    
    
    16,546Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,476
    
    
    
    
    
    
    
    14,476Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,733
    
    
    
    
    
    
    
    5,733Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    1,747
    
    
    
    57,782
    
    
    
    
    
    
    
    59,529Selling, general and administrative
    
    
    369
    
    
    
    
    
    
    
    202
    
    
    
    9,528
    
    
    
    
    
    
    
    10,099378
    
    
    
    
    
    
    
    3,092
    
    
    
    248,820
    
    
    
    
    
    
    
    252,290OPERATING INCOME (LOSS)
    
    
    (378
    )
    
    
    
    
    
    
    3,866
    
    
    
    88,230
    
    
    
    
    
    
    
    91,718OTHER INCOME (EXPENSE)Equity earnings in affiliates (net
of tax)
    
    
    73,134
    
    
    
    66,664
    
    
    
    68,864
    
    
    
    
    
    
    
    (208,662
    )
    
    
    Interest expense
    
    
    
    
    
    
    (11,605
    )
    
    
    (7,250
    )
    
    
    2,058
    
    
    
    11,605
    
    
    
    (5,192
    )Other, net
    
    
    554
    
    
    
    
    
    
    
    
    
    
    
    13,927
    
    
    
    (11,605
    )
    
    
    2,876INCOME BEFORE INCOME TAXES
    
    
    73,310
    
    
    
    55,059
    
    
    
    65,480
    
    
    
    104,215
    
    
    
    (208,662
    )
    
    
    89,402INCOME TAX (PROVISION) BENEFIT
    
    
    
    
    
    
    4,062
    
    
    
    1,184
    
    
    
    (21,338
    )
    
    
    
    
    
    
    (16,092
    )NET INCOME
    
    $
    73,310
    
    
    $
    59,121
    
    
    $
    66,664
    
    
    $
    82,877
    
    
    $
    (208,662
    )
    
    $
    73,310
 16




---



##### Table of Contents



FORM 10-Q
 NOBLE CORPORATION AND OTHER SUBSIDIARIES
 CONSOLIDATING STATEMENT OF INCOME
Three Months Ended June 30, 2004
 NobleHolding
    
    NobleNoble
    
    (Subsidiary
    
    Drilling
    
    Other
    
    Consolidating(Guarantor)
    
    Guarantor)
    
    (Issuer)
    
    Subsidiaries
    
    Adjustments
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    7,770
    
    
    $
    217,897
    
    
    $
    
    
    
    $
    225,667Reimbursables
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    9,542
    
    
    
    
    
    
    
    9,555Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,078
    
    
    
    
    
    
    
    12,078Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,709
    
    
    
    
    
    
    
    5,709
    
    
    
    
    
    
    
    7,783
    
    
    
    245,226
    
    
    
    
    
    
    
    253,009OPERATING COSTS AND EXPENSESContract drilling services
    
    
    (37
    )
    
    
    
    
    
    
    2,608
    
    
    
    119,939
    
    
    
    
    
    
    
    122,510Reimbursables
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    8,069
    
    
    
    
    
    
    
    8,082Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,441
    
    
    
    
    
    
    
    9,441Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,784
    
    
    
    
    
    
    
    6,784Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    2,603
    
    
    
    48,580
    
    
    
    
    
    
    
    51,183Selling, general and administrative
    
    
    260
    
    
    
    
    
    
    
    192
    
    
    
    7,996
    
    
    
    
    
    
    
    8,448223
    
    
    
    
    
    
    
    5,416
    
    
    
    200,809
    
    
    
    
    
    
    
    206,448OPERATING INCOME (LOSS)
    
    
    (223
    )
    
    
    
    
    
    
    2,367
    
    
    
    44,417
    
    
    
    
    
    
    
    46,561OTHER INCOME (EXPENSE)Equity earnings in affiliates (net
of tax)
    
    
    23,220
    
    
    
    26,714
    
    
    
    28,218
    
    
    
    
    
    
    
    (78,152
    )
    
    
    Interest expense
    
    
    
    
    
    
    (11,928
    )
    
    
    (6,907
    )
    
    
    (2,649
    )
    
    
    12,864
    
    
    
    (8,620
    )Other, net
    
    
    12,099
    
    
    
    
    
    
    
    773
    
    
    
    2,029
    
    
    
    (12,864
    )
    
    
    2,037INCOME BEFORE INCOME TAXES
    
    
    35,096
    
    
    
    14,786
    
    
    
    24,451
    
    
    
    43,797
    
    
    
    (78,152
    )
    
    
    39,978INCOME TAX (PROVISION) BENEFIT
    
    
    (715
    )
    
    
    4,175
    
    
    
    810
    
    
    
    (9,867
    )
    
    
    
    
    
    
    (5,597
    )NET INCOME
    
    $
    34,381
    
    
    $
    18,961
    
    
    $
    25,261
    
    
    $
    33,930
    
    
    $
    (78,152
    )
    
    $
    34,381
 17




---



##### Table of Contents



FORM 10-Q
 NOBLE CORPORATION AND OTHER SUBSIDIARIES
 CONSOLIDATING STATEMENT OF INCOME
Six Months Ended June 30, 2005
 NobleHolding
    
    NobleNoble
    
    (Subsidiary
    
    Drilling
    
    Other
    
    Consolidating(Guarantor)
    
    Guarantor)
    
    (Issuer)
    
    Subsidiaries
    
    Adjustments
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    14,360
    
    
    $
    551,955
    
    
    $
    
    
    
    $
    566,315Reimbursables
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    43,155
    
    
    
    
    
    
    
    43,157Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,672
    
    
    
    
    
    
    
    35,672Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    43
    
    
    
    9,146
    
    
    
    
    
    
    
    9,189
    
    
    
    
    
    
    
    14,405
    
    
    
    639,928
    
    
    
    
    
    
    
    654,333OPERATING COSTS AND EXPENSESContract drilling services
    
    
    34
    
    
    
    
    
    
    
    3,056
    
    
    
    286,839
    
    
    
    
    
    
    
    289,929Reimbursables
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    39,450
    
    
    
    
    
    
    
    39,452Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,665
    
    
    
    
    
    
    
    29,665Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,621
    
    
    
    
    
    
    
    11,621Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    3,189
    
    
    
    112,717
    
    
    
    
    
    
    
    115,906Selling, general and administrative
    
    
    215
    
    
    
    
    
    
    
    450
    
    
    
    17,252
    
    
    
    
    
    
    
    17,917249
    
    
    
    
    
    
    
    6,697
    
    
    
    497,544
    
    
    
    
    
    
    
    504,490OPERATING INCOME (LOSS)
    
    
    (249
    )
    
    
    
    
    
    
    7,708
    
    
    
    142,384
    
    
    
    
    
    
    
    149,843OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    117,215
    
    
    
    104,014
    
    
    
    108,430
    
    
    
    
    
    
    
    (329,659
    )
    
    
    Interest expense
    
    
    
    
    
    
    (23,197
    )
    
    
    (14,500
    )
    
    
    3,373
    
    
    
    23,197
    
    
    
    (11,127
    )Other, net
    
    
    1,958
    
    
    
    
    
    
    
    (1
    )
    
    
    27,451
    
    
    
    (23,197
    )
    
    
    6,211INCOME BEFORE INCOME TAXES
    
    
    118,924
    
    
    
    80,817
    
    
    
    101,637
    
    
    
    173,208
    
    
    
    (329,659
    )
    
    
    144,927INCOME TAX (PROVISION) BENEFIT
    
    
    (84
    )
    
    
    8,154
    
    
    
    2,377
    
    
    
    (36,534
    )
    
    
    
    
    
    
    (26,087
    )NET INCOME
    
    $
    118,840
    
    
    $
    88,971
    
    
    $
    104,014
    
    
    $
    136,674
    
    
    $
    (329,659
    )
    
    $
    118,840
 18




---



##### Table of Contents



FORM 10-Q
 NOBLE CORPORATION AND OTHER SUBSIDIARIES
 CONSOLIDATING STATEMENT OF INCOME
Six Months Ended June 30, 2004
 NobleHolding
    
    NobleNoble
    
    (Subsidiary
    
    Drilling
    
    Other
    
    Consolidating(Guarantor)
    
    Guarantor)
    
    (Issuer)
    
    Subsidiaries
    
    Adjustments
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    15,002
    
    
    $
    429,248
    
    
    $
    
    
    
    $
    444,250Reimbursables
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    19,591
    
    
    
    
    
    
    
    19,604Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,469
    
    
    
    
    
    
    
    20,469Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,119
    
    
    
    
    
    
    
    14,119
    
    
    
    
    
    
    
    15,015
    
    
    
    483,427
    
    
    
    
    
    
    
    498,442OPERATING COSTS AND EXPENSESContract drilling services
    
    
    (139
    )
    
    
    
    
    
    
    5,245
    
    
    
    241,727
    
    
    
    
    
    
    
    246,833Reimbursables
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    17,146
    
    
    
    
    
    
    
    17,159Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,247
    
    
    
    
    
    
    
    16,247Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,881
    
    
    
    
    
    
    
    14,881Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    5,117
    
    
    
    96,493
    
    
    
    
    
    
    
    101,610Selling, general and administrative
    
    
    28
    
    
    
    
    
    
    
    345
    
    
    
    15,936
    
    
    
    
    
    
    
    16,309(111
    )
    
    
    
    
    
    
    10,720
    
    
    
    402,430
    
    
    
    
    
    
    
    413,039OPERATING INCOME
    
    
    111
    
    
    
    
    
    
    
    4,295
    
    
    
    80,997
    
    
    
    
    
    
    
    85,403OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    39,776
    
    
    
    46,823
    
    
    
    49,737
    
    
    
    
    
    
    
    (136,336
    )
    
    
    Interest expense
    
    
    
    
    
    
    (23,869
    )
    
    
    (13,814
    )
    
    
    (5,744
    )
    
    
    25,739
    
    
    
    (17,688
    )Other, net
    
    
    24,204
    
    
    
    
    
    
    
    2,191
    
    
    
    3,867
    
    
    
    (25,739
    )
    
    
    4,523INCOME BEFORE INCOME TAXES
    
    
    64,091
    
    
    
    22,954
    
    
    
    42,409
    
    
    
    79,120
    
    
    
    (136,336
    )
    
    
    72,238INCOME TAX (PROVISION) BENEFIT
    
    
    (1,450
    )
    
    
    8,354
    
    
    
    1,569
    
    
    
    (18,070
    )
    
    
    
    
    
    
    (9,597
    )NET INCOME
    
    $
    62,641
    
    
    $
    31,308
    
    
    $
    43,978
    
    
    $
    61,050
    
    
    $
    (136,336
    )
    
    $
    62,641
 19




---



##### Table of Contents



FORM 10-Q
 NOBLE CORPORATION AND OTHER SUBSIDIARIES
 CONSOLIDATING STATEMENT OF CASH FLOWS
Six Months Ended June 30, 2005
 NobleHolding
    
    NobleNoble
    
    (Subsidiary
    
    Drilling
    
    Other
    
    Consolidating(Guarantor)
    
    Guarantor)
    
    (Issuer)
    
    Subsidiaries
    
    Adjustments
    
    TotalCASH FLOWS FROM OPERATING ACTITIVIESNet income
    
    $
    118,840
    
    
    $
    88,971
    
    
    $
    104,014
    
    
    $
    136,674
    
    
    $
    (329,659
    )
    
    $
    118,840Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    3,189
    
    
    
    112,717
    
    
    
    
    
    
    
    115,906Deferred income tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,835
    
    
    
    
    
    
    
    9,835Loss on sales of marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48
    
    
    
    
    
    
    
    48Equity in income of joint ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,388
    )
    
    
    
    
    
    
    (2,388
    )Distributions received from joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,194
    
    
    
    
    
    
    
    2,194Compensation expense from stock-based plans.
    
    
    3,365
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,365Equity earnings in affiliates
    
    
    (117,215
    )
    
    
    (104,014
    )
    
    
    (108,430
    )
    
    
    
    
    
    
    329,659
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    207
    
    
    
    903
    
    
    
    
    
    
    
    1,110Changes in current assets and liabilities:Accounts receivable
    
    
    
    
    
    
    
    
    
    
    (734
    )
    
    
    (41,890
    )
    
    
    
    
    
    
    (42,624
    )Accounts receivable from affiliates
    
    
    (8,842
    )
    
    
    
    
    
    
    67,495
    
    
    
    
    
    
    
    (58,653
    )
    
    
    Other current assets
    
    
    19,918
    
    
    
    
    
    
    
    1,146
    
    
    
    (32,411
    )
    
    
    
    
    
    
    (11,347
    )Accounts payable
    
    
    
    
    
    
    
    
    
    
    (631
    )
    
    
    (7,695
    )
    
    
    
    
    
    
    (8,326
    )Accounts payable to affiliates
    
    
    
    
    
    
    17,062
    
    
    
    
    
    
    
    (75,715
    )
    
    
    58,653
    
    
    
    Other current liabilities
    
    
    (1,455
    )
    
    
    7,637
    
    
    
    (1,169
    )
    
    
    (1,429
    )
    
    
    
    
    
    
    3,584Net cash provided by operating
activities
    
    
    14,611
    
    
    
    9,656
    
    
    
    65,087
    
    
    
    100,843
    
    
    
    
    
    
    
    190,197CASH FLOWS FROM INVESTING ACTIVITIESAcquisitions and related capital upgrades
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56,709
    )
    
    
    
    
    
    
    (56,709
    )Other capital expenditures
    
    
    
    
    
    
    
    
    
    
    (42
    )
    
    
    (52,334
    )
    
    
    
    
    
    
    (52,376
    )Deferred repair and maintenance expenditures
    
    
    
    
    
    
    
    
    
    
    (45
    )
    
    
    (29,033
    )
    
    
    
    
    
    
    (29,078
    )Proceeds from sales of property and equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    993
    
    
    
    
    
    
    
    993Repayments from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,656
    
    
    
    (9,656
    )
    
    
    Investment in marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,349
    )
    
    
    
    
    
    
    (23,349
    )Proceeds from sales and maturities of
marketable securities
    
    
    23,600
    
    
    
    
    
    
    
    
    
    
    
    83,079
    
    
    
    
    
    
    
    106,679Increase in restricted cash
    
    
    (28,920
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,920
    )Net cash used for investing activities
    
    
    (5,320
    )
    
    
    
    
    
    
    (87
    )
    
    
    (67,697
    )
    
    
    (9,656
    )
    
    
    (82,760
    )CASH FLOWS FROM FINANCING ACTIVITIESPayments of borrowings on credit facility
    
    
    
    
    
    
    
    
    
    
    (65,000
    )
    
    
    
    
    
    
    
    
    
    
    (65,000
    )Payments of long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,108
    )
    
    
    
    
    
    
    (4,108
    )Payments to affiliates
    
    
    
    
    
    
    (9,656
    )
    
    
    
    
    
    
    
    
    
    
    9,656
    
    
    
    Proceeds from issuance of ordinary shares
    
    
    53,955
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,955Payments of dividends
    
    
    (5,429
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,429
    )Net cash provided by (used for)
financing
activities
    
    
    48,526
    
    
    
    (9,656
    )
    
    
    (65,000
    )
    
    
    (4,108
    )
    
    
    9,656
    
    
    
    (20,582
    )INCREASE IN CASH
AND CASH EQUIVALENTS
    
    
    57,817
    
    
    
    
    
    
    
    
    
    
    
    29,038
    
    
    
    
    
    
    
    86,855CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
    
    
    8,130
    
    
    
    
    
    
    
    
    
    
    
    50,660
    
    
    
    
    
    
    
    58,790CASH AND CASH EQUIVALENTS,
END OF PERIOD
    
    $
    65,947
    
    
    $
    
    
    
    $
    
    
    
    $
    79,698
    
    
    $
    
    
    
    $
    145,645
 20




---



##### Table of Contents



FORM 10-Q
 NOBLE CORPORATION AND OTHER SUBSIDIARIES
 CONSOLIDATING STATEMENT OF CASH FLOWS
Six Months Ended June 30, 2004
 NobleHolding
    
    NobleNoble
    
    (Subsidiary
    
    Drilling
    
    Other
    
    Consolidating(Guarantor)
    
    Guarantor)
    
    (Issuer)
    
    Subsidiaries
    
    Adjustments
    
    TotalCASH FLOWS FROM OPERATING ACTITIVIESNet income
    
    $
    62,641
    
    
    $
    31,308
    
    
    $
    46,823
    
    
    $
    58,205
    
    
    $
    (136,336
    )
    
    $
    62,641Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    2,923
    
    
    
    98,687
    
    
    
    
    
    
    
    101,610Deferred income tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (153
    )
    
    
    
    
    
    
    (153
    )Loss on sales of marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    60Equity in income of joint ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,804
    )
    
    
    
    
    
    
    (1,804
    )Compensation expense from stock-based plans
    
    
    2,624
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,624Equity earnings in affiliates
    
    
    (39,776
    )
    
    
    (46,823
    )
    
    
    (49,737
    )
    
    
    
    
    
    
    136,336
    
    
    
    Other
    
    
    484
    
    
    
    
    
    
    
    1,011
    
    
    
    (989
    )
    
    
    
    
    
    
    506Changes in current assets and liabilities:Accounts receivable
    
    
    
    
    
    
    
    
    
    
    (3,479
    )
    
    
    (12,402
    )
    
    
    
    
    
    
    (15,881
    )Accounts receivable from affiliates
    
    
    (30,248
    )
    
    
    
    
    
    
    1,680
    
    
    
    
    
    
    
    28,568
    
    
    
    Other current assets
    
    
    (787
    )
    
    
    
    
    
    
    (861
    )
    
    
    (4,266
    )
    
    
    
    
    
    
    (5,914
    )Accounts payable
    
    
    1
    
    
    
    
    
    
    
    (976
    )
    
    
    (16,813
    )
    
    
    
    
    
    
    (17,788
    )Accounts payable to affiliates
    
    
    
    
    
    
    24,810
    
    
    
    
    
    
    
    3,758
    
    
    
    (28,568
    )
    
    
    Other current liabilities
    
    
    1,077
    
    
    
    (497
    )
    
    
    3,085
    
    
    
    (2,771
    )
    
    
    
    
    
    
    894Net cash provided by (used for)
operating activities
    
    
    (3,984
    )
    
    
    8,798
    
    
    
    469
    
    
    
    121,512
    
    
    
    
    
    
    
    126,795CASH FLOWS FROM INVESTING ACTIVITIESAcquisitions and related capital upgrades
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,515
    )
    
    
    
    
    
    
    (29,515
    )Other capital expenditures
    
    
    
    
    
    
    
    
    
    
    (96
    )
    
    
    (48,839
    )
    
    
    
    
    
    
    (48,935
    )Deferred repair and maintenance expenditures
    
    
    
    
    
    
    
    
    
    
    (373
    )
    
    
    (22,318
    )
    
    
    
    
    
    
    (22,691
    )Repayments from joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,607
    
    
    
    
    
    
    
    1,607Repayments from affiliates
    
    
    8,798
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,798
    )
    
    
    Investment in marketable securities
    
    
    (51,500
    )
    
    
    
    
    
    
    
    
    
    
    (41,887
    )
    
    
    
    
    
    
    (93,387
    )Proceeds from sales and maturities of
marketable securities
    
    
    44,582
    
    
    
    
    
    
    
    
    
    
    
    63,848
    
    
    
    
    
    
    
    108,430Net cash provided by (used for)
investing
activities
    
    
    1,880
    
    
    
    
    
    
    
    (469
    )
    
    
    (77,104
    )
    
    
    (8,798
    )
    
    
    (84,491
    )CASH FLOWS FROM FINANCING ACTIVITIESPayments of long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,048
    )
    
    
    
    
    
    
    (30,048
    )Payments to affiliates
    
    
    
    
    
    
    (8,798
    )
    
    
    
    
    
    
    
    
    
    
    8,798
    
    
    
    Proceeds from issuance of ordinary shares
    
    
    24,186
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,186Repurchase of ordinary shares
    
    
    (39,714
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39,714
    )Net cash used for financing
activities
    
    
    (15,528
    )
    
    
    (8,798
    )
    
    
    
    
    
    
    (30,048
    )
    
    
    8,798
    
    
    
    (45,576
    )NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS
    
    
    (17,632
    )
    
    
    
    
    
    
    
    
    
    
    14,360
    
    
    
    
    
    
    
    (3,272
    )CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
    
    
    33,991
    
    
    
    
    
    
    
    
    
    
    
    28,576
    
    
    
    
    
    
    
    62,567CASH AND CASH EQUIVALENTS,
END OF PERIOD
    
    $
    16,359
    
    
    $
    
    
    
    $
    
    
    
    $
    42,936
    
    
    $
    
    
    
    $
    59,295
 21




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##### Table of Contents



FORM 10-Q
 NOTE 10  SEGMENT AND RELATED INFORMATION
 Disclosure about Segments of an Enterprise and Related
Information
   International
    
    Domestic
    
    EngineeringContract
    
    Contract
    
    &Drilling
    
    Drilling
    
    ConsultingServices
    
    Services
    
    Services
    
    Other
    
    TotalThree Months Ended June 30, 2005Revenues from external customers
    
    $
    233,212
    
    
    $
    84,504
    
    
    $
    4,749
    
    
    $
    21,543
    
    
    $
    344,008Depreciation and amortization
    
    
    46,993
    
    
    
    11,770
    
    
    
    99
    
    
    
    667
    
    
    
    59,529Operating costs and expenses
    
    
    173,502
    
    
    
    51,819
    
    
    
    7,468
    
    
    
    19,501
    
    
    
    252,290Equity in income of
unconsolidated subsidiaries
    
    
    1,316
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,316Net income (loss)
    
    
    48,854
    
    
    
    26,300
    
    
    
    (2,764
    )
    
    
    920
    
    
    
    73,310Total assets (at end of period).
    
    
    2,209,937
    
    
    
    1,044,615
    
    
    
    31,396
    
    
    
    125,089
    
    
    
    3,411,037Three Months Ended June 30, 2004Revenues from external customers
    
    $
    171,386
    
    
    $
    60,835
    
    
    $
    3,651
    
    
    $
    17,137
    
    
    $
    253,009Depreciation and amortization
    
    
    37,262
    
    
    
    12,870
    
    
    
    157
    
    
    
    894
    
    
    
    51,183Operating costs and expenses
    
    
    138,149
    
    
    
    46,593
    
    
    
    6,190
    
    
    
    15,516
    
    
    
    206,448Equity in income of
unconsolidated subsidiaries
    
    
    806
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    806Net income (loss)
    
    
    28,463
    
    
    
    7,264
    
    
    
    (2,586
    )
    
    
    1,240
    
    
    
    34,381Total assets (at end of period).
    
    
    1,649,645
    
    
    
    1,227,885
    
    
    
    34,911
    
    
    
    283,099
    
    
    
    3,195,540
 22




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##### Table of Contents



FORM 10-Q
 International
    
    Domestic
    
    EngineeringContract
    
    Contract
    
    &Drilling
    
    Drilling
    
    ConsultingServices
    
    Services
    
    Services
    
    Other
    
    TotalSix Months Ended June 30, 2005Revenues from external customers
    
    $
    448,113
    
    
    $
    145,315
    
    
    $
    15,856
    
    
    $
    45,049
    
    
    $
    654,333Depreciation and amortization
    
    
    91,336
    
    
    
    22,783
    
    
    
    197
    
    
    
    1,590
    
    
    
    115,906Operating costs and expenses
    
    
    345,396
    
    
    
    97,988
    
    
    
    19,873
    
    
    
    41,233
    
    
    
    504,490Equity in income of
unconsolidated subsidiaries
    
    
    2,388
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,388Net income (loss)
    
    
    84,013
    
    
    
    34,444
    
    
    
    (3,858
    )
    
    
    4,241
    
    
    
    118,840Six Months Ended June 30, 2004Revenues from external customers
    
    $
    329,420
    
    
    $
    129,035
    
    
    $
    9,697
    
    
    $
    30,290
    
    
    $
    498,442Depreciation and amortization
    
    
    73,751
    
    
    
    25,747
    
    
    
    328
    
    
    
    1,784
    
    
    
    101,610Operating costs and expenses
    
    
    274,809
    
    
    
    95,961
    
    
    
    13,332
    
    
    
    28,937
    
    
    
    413,039Equity in income of
unconsolidated subsidiaries
    
    
    1,804
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,804Net income (loss)
    
    
    40,041
    
    
    
    23,434
    
    
    
    (3,817
    )
    
    
    2,983
    
    
    
    62,641
 NOTE 11  SUBSEQUENT EVENTS
 Noble
Charlie Yester
 Noble Charlie Yester Noble Charlie Yester Noble Charlie
Yester
 Commitments for Two New Premium Jackups
   Acquisition
of the Remaining 50 Percent Interest in Noble Crosco Drilling Ltd.
 Panon
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 FORWARD-LOOKING STATEMENTS
   
    
    volatility in crude oil and natural gas prices;
    
    changes in our customers drilling programs or budgets due to their own internal
corporate events, changes in the markets and prices for oil and gas, or shifts in the
relative strengths of various geographic drilling markets brought on by things such as a
general economic slowdown, or regional or worldwide recession, any of which could result in
deterioration in demand for our drilling services;
    
    our inability to execute any of our business strategies;
    
    cost overruns or delays in shipyard repair, maintenance, conversion or upgrade projects;
    
    changes in tax laws, tax treaties or tax regulations or the interpretation or
enforcement thereof, including taxing authorities not agreeing with our assessment of the
effects of such laws, treaties and regulations;
 23




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##### Table of Contents



FORM 10-Q
 
    
    cancellation by our customers of drilling contracts or letter agreements or letters of
intent for drilling contracts or their exercise of early termination provisions generally
found in our drilling contracts;
    
    intense competition in the drilling industry;
    
    changes in the rate of economic growth in the U.S. or in other major international economies;
    
    political and economic conditions in markets where we from time to time operate;
    
    adverse weather (such as hurricanes and monsoons) and seas;
    
    operational risks (such as blowouts, fires and loss of production);
    
    changes in oil and gas drilling technology or in our competitors drilling rig fleets

that could make our drilling rigs less competitive or require major capital investment to
keep them competitive;
    
    costs and effects of unanticipated legal and administrative proceedings;
    
    limitations on our insurance coverage or our inability to obtain or maintain insurance
coverage at rates and with deductible amounts that we believe are commercially reasonable;
    
    the discovery of significant additional oil and/or gas reserves or the construction of
significant oil and/or gas delivery or storage systems that impact regional or worldwide
energy markets;
    
    requirements and potential liability imposed by governmental regulation of the drilling
industry (including environmental regulation);
    
    acts of war or terrorism;
    
    significant changes in trade, monetary or fiscal policies worldwide, including changes in interest rates; and
    
    currency fluctuations between the U.S. dollar and other currencies.
  
 EXECUTIVE OVERVIEW
 TM Noble Clyde Boudreaux Noble Dave Beard
   24




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##### Table of Contents



FORM 10-Q
      RESULTS OF OPERATIONS
 For the Three Months Ended June 30, 2005 and 2004
 General
  25




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##### Table of Contents



FORM 10-Q
  International
    
    DomesticContract
    
    Contract
    
    EngineeringDrilling
    
    Drilling
    
    & ConsultingServices
    
    Services
    
    Services
    
    Other
    
    Total(In thousands)Three Months Ended June 30, 2005Operating Revenues:Contract drilling services
    
    $
    224,518
    
    
    $
    79,393
    
    
    $
    
    
    
    $
    
    
    
    $
    303,911Reimbursables
    
    
    7,933
    
    
    
    4,826
    
    
    
    1,884
    
    
    
    4,012
    
    
    
    18,655Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,531
    
    
    
    17,531Engineering, consulting and other
    
    
    761
    
    
    
    285
    
    
    
    2,865
    
    
    
    
    
    
    
    3,911$
    233,212
    
    
    $
    84,504
    
    
    $
    4,749
    
    
    $
    21,543
    
    
    $
    344,008Operating Costs and Expenses:Contract drilling services
    
    $
    113,107
    
    
    $
    32,800
    
    
    $
    
    
    
    $
    
    
    
    $
    145,907Reimbursables
    
    
    6,195
    
    
    
    4,602
    
    
    
    1,919
    
    
    
    3,830
    
    
    
    16,546Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,476
    
    
    
    14,476Engineering, consulting and other
    
    
    195
    
    
    
    134
    
    
    
    5,216
    
    
    
    188
    
    
    
    5,733Depreciation and amortization
    
    
    46,993
    
    
    
    11,770
    
    
    
    99
    
    
    
    667
    
    
    
    59,529Selling, general and administrative
    
    
    7,012
    
    
    
    2,513
    
    
    
    234
    
    
    
    340
    
    
    
    10,099$
    173,502
    
    
    $
    51,819
    
    
    $
    7,468
    
    
    $
    19,501
    
    
    $
    252,290
 International
    
    DomesticContract
    
    Contract
    
    EngineeringDrilling
    
    Drilling
    
    & ConsultingServices
    
    Services
    
    Services
    
    Other
    
    Total(In thousands)Three Months Ended June 30, 2004Operating Revenues:Contract drilling services
    
    $
    167,370
    
    
    $
    58,297
    
    
    $
    
    
    
    $
    
    
    
    $
    225,667Reimbursables
    
    
    3,917
    
    
    
    2,124
    
    
    
    1,477
    
    
    
    2,037
    
    
    
    9,555Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,078
    
    
    
    12,078Engineering, consulting and other
    
    
    99
    
    
    
    414
    
    
    
    2,174
    
    
    
    3,022
    
    
    
    5,709$
    171,386
    
    
    $
    60,835
    
    
    $
    3,651
    
    
    $
    17,137
    
    
    $
    253,009Operating Costs and Expenses:Contract drilling services
    
    $
    93,050
    
    
    $
    29,460
    
    
    $
    
    
    
    $
    
    
    
    $
    122,510Reimbursables
    
    
    2,795
    
    
    
    1,894
    
    
    
    1,432
    
    
    
    1,961
    
    
    
    8,082Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,441
    
    
    
    9,441Engineering, consulting and other
    
    
    (482
    )
    
    
    100
    
    
    
    4,292
    
    
    
    2,874
    
    
    
    6,784Depreciation and amortization
    
    
    37,262
    
    
    
    12,870
    
    
    
    157
    
    
    
    894
    
    
    
    51,183Selling, general and administrative
    
    
    5,524
    
    
    
    2,269
    
    
    
    309
    
    
    
    346
    
    
    
    8,448$
    138,149
    
    
    $
    46,593
    
    
    $
    6,190
    
    
    $
    15,516
    
    
    $
    206,448
 26




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##### Table of Contents



FORM 10-Q
 Rig Utilization, Operating Days and Average Dayrates
  Average RigUtilization (1)
    
    Operating Days (2)
    
    Average DayrateThree Months Ended
    
    Three Months Ended
    
    Three Months EndedJune 30,
    
    June 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004
    
    2005
    
    2004International (3):Jackups
    
    
    97
    %
    
    
    85
    %
    
    
    3,266
    
    
    
    2,698
    
    
    $
    51,747
    
    
    $
    50,277Semisubmersibles  >6,000(4)
    
    
    100
    %
    
    
    100
    %
    
    
    182
    
    
    
    91
    
    
    $
    158,779
    
    
    $
    143,499Semisubmersibles  <6,000(5)
    
    
    100
    %
    
    
    100
    %
    
    
    91
    
    
    
    91
    
    
    $
    84,742
    
    
    $
    43,967Drillships
    
    
    95
    %
    
    
    67
    %
    
    
    260
    
    
    
    182
    
    
    $
    72,707
    
    
    $
    80,564Total International
    
    
    97
    %
    
    
    84
    %
    
    
    3,799
    
    
    
    3,062
    
    
    $
    59,099
    
    
    $
    54,660Domestic (6):Jackups
    
    
    100
    %
    
    
    94
    %
    
    
    182
    
    
    
    171
    
    
    $
    60,865
    
    
    $
    45,817Semisubmersibles  >6,000(4)
    
    
    96
    %
    
    
    99
    %
    
    
    348
    
    
    
    453
    
    
    $
    125,866
    
    
    $
    96,727Semisubmersibles  <6,000(5)
    
    
    100
    %
    
    
    0
    %
    
    
    182
    
    
    
    
    
    
    $
    77,611
    
    
    $
    Submersibles
    
    
    95
    %
    
    
    98
    %
    
    
    258
    
    
    
    267
    
    
    $
    40,267
    
    
    $
    24,888Total Domestic
    
    
    97
    %
    
    
    82
    %
    
    
    970
    
    
    
    891
    
    
    $
    81,848
    
    
    $
    65,429
 
 (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. International Contract Drilling Services
  Operating CostsOperating Revenues
    
    and ExpensesThree Months Ended
    
    Three Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004(In thousands)Contract drilling services
    
    $
    224,518
    
    
    $
    167,370
    
    
    $
    113,107
    
    
    $
    93,050Reimbursables (1)
    
    
    7,933
    
    
    
    3,917
    
    
    
    6,195
    
    
    
    2,795Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Engineering, consulting and other
    
    
    761
    
    
    
    99
    
    
    
    195
    
    
    
    (482
    )Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    46,993
    
    
    
    37,262Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    7,012
    
    
    
    5,524Total
    
    $
    233,212
    
    
    $
    171,386
    
    
    $
    173,502
    
    
    $
    138,149
 
 (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.
 27




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##### Table of Contents



FORM 10-Q
 
 Operating Revenues. Noble Lewis Dugger Noble Roger Eason Noble Homer Ferrington Noble Cees van
Diemen Noble David Tinsley Noble Dick Favor . Noble Jimmy
Puckett
 Operating Costs and Expenses. Noble Homer Ferrington Noble Cees van Diemen Noble David Tinsley Noble
Roger Eason Noble Cees van Diemen Noble David Tinsley Noble Roger Eason Noble Homer Ferrington
 Domestic Contract Drilling Services
  Operating CostsOperating Revenues
    
    and ExpensesThree Months Ended
    
    Three Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004(In thousands)Contract drilling services
    
    $
    79,393
    
    
    $
    58,297
    
    
    $
    32,800
    
    
    $
    29,460Reimbursables (1)
    
    
    4,826
    
    
    
    2,124
    
    
    
    4,602
    
    
    
    1,894Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Engineering, consulting and other
    
    
    285
    
    
    
    414
    
    
    
    134
    
    
    
    100Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    11,770
    
    
    
    12,870Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    2,513
    
    
    
    2,269Total
    
    $
    84,504
    
    
    $
    60,835
    
    
    $
    51,819
    
    
    $
    46,593
 
 (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 Homer Ferrington Noble
Therald Martin Noble Lorris Bouzigard
 28




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##### Table of Contents



FORM 10-Q
 Operating Costs and Expenses . Noble Lorris Bouzigard Noble Therald
Martin Noble Homer Ferrington Noble
Homer Ferrington
 Engineering & Consulting Services
  Operating CostsOperating Revenues
    
    and ExpensesThree Months Ended
    
    Three Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004(In thousands)Contract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Reimbursables (1)
    
    
    1,884
    
    
    
    1,477
    
    
    
    1,919
    
    

    
    1,432Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Engineering, consulting and other
    
    
    2,865
    
    
    
    2,174
    
    
    
    5,216
    
    
    
    4,292Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    99
    
    
    
    157Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    234
    
    
    
    309Total
    
    $
    4,749
    
    
    $
    3,651
    
    
    $
    7,468
    
    
    $
    6,190
 
 (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 EndedJune 30,
    
    June 30,2005
    

    2004
    
    2005
    
    2004(In thousands)Contract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Reimbursables (1)
    
    
    4,012
    
    
    
    2,037
    
    
    
    3,830
    
    
    
    1,961Labor contract drilling services
    
    
    17,531
    
    
    
    12,078
    
    
    
    14,476
    
    
    
    9,441Engineering, consulting and other
    
    
    
    
    
    
    3,022
    
    
    
    188
    
    
    
    2,874Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    667
    
    
    
    894Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    340
    
    
    
    346Total
    
    $
    21,543
    
    
    $
    17,137
    
    
    $
    19,501
    
    
    $
    15,516
 
 (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. 29




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##### Table of Contents



FORM 10-Q
 Operating Revenues .
 Operating Costs and Expenses .
 Other Items
 Selling, General and Administrative Expenses .
 Interest Expense . Noble Clyde Boudreaux
 Other, net.
 Income Tax Provision .
 30




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##### Table of Contents



FORM 10-Q
 For the Six Months Ended June 30, 2005 and 2004
 General
   International
    
    DomesticContract
    
    Contract
    
    EngineeringDrilling
    
    Drilling
    
    & ConsultingServices
    
    Services
    
    Services
    
    Other
    
    Total(In thousands)Six Months Ended June 30, 2005Operating Revenues:Contract drilling services
    
    $
    429,680
    
    
    $
    136,635
    
    
    $
    
    
    
    $
    
    
    
    $
    566,315Reimbursables
    
    
    17,267
    
    
    
    8,162
    
    
    
    8,910
    
    
    
    8,818
    
    
    
    43,157Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,672
    
    
    
    35,672Engineering, consulting and other
    
    
    1,166
    
    
    
    518
    
    
    
    6,946
    
    
    
    559
    
    
    
    9,189$
    448,113
    
    
    $
    145,315
    
    
    $
    15,856
    
    
    $
    45,049
    
    
    $
    654,333Operating Costs and Expenses:Contract drilling services
    
    $
    227,525
    
    
    $
    62,404
    
    
    $
    
    
    
    $
    
    
    
    $
    289,929Reimbursables
    
    
    14,107
    
    
    
    7,807
    
    
    
    8,957
    
    
    
    8,581
    
    
    
    39,452Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,665
    
    
    
    29,665Engineering, consulting and other
    
    
    347
    
    
    
    306
    
    
    
    10,251
    
    
    
    717
    
    
    
    11,621Depreciation and amortization
    
    
    91,336
    
    
    
    22,783
    
    
    
    197
    
    
    
    1,590
    
    
    
    115,906Selling, general and administrative
    
    
    12,081
    
    
    
    4,688
    
    
    
    468
    
    
    
    680
    
    
    
    17,917$
    345,396
    
    
    $
    97,988
    
    
    $
    19,873
    
    
    $
    41,233
    
    
    $
    504,490
 International
    
    DomesticContract
    
    Contract
    
    EngineeringDrilling
    
    Drilling
    
    & ConsultingServices
    
    Services
    
    Services
    
    Other
    
    Total(In thousands)Six Months Ended June 30, 2004Operating Revenues:Contract drilling services
    
    $
    321,345
    
    
    $
    122,905
    
    
    $
    
    
    
    $
    
    
    
    $
    444,250Reimbursables
    
    
    7,886
    
    
    
    5,074
    
    
    
    2,018
    
    
    
    4,626
    
    
    
    19,604Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,469
    
    
    
    20,469Engineering, consulting and other
    
    
    189
    
    
    
    1,056
    
    
    
    7,679
    
    
    
    5,195
    
    
    
    14,119$
    329,420
    
    
    $
    129,035
    
    
    $
    9,697
    
    
    $
    30,290
    
    
    $
    498,442Operating Costs and Expenses:Contract drilling services
    
    $
    186,053
    
    
    $
    60,780
    
    
    $
    
    
    
    $
    
    
    
    $
    246,833Reimbursables
    
    
    5,938
    
    
    
    4,777
    
    
    
    1,986
    
    
    
    4,458
    
    
    
    17,159Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,247
    
    
    
    16,247Engineering, consulting and other
    
    
    (1,342
    )
    
    
    343
    
    
    
    10,399
    
    
    
    5,481
    
    
    
    14,881Depreciation and amortization
    
    
    73,751
    
    
    
    25,747
    
    
    
    328
    
    
    
    1,784
    
    
    
    101,610Selling, general and administrative
    
    
    10,409
    
    
    
    4,314
    
    
    
    619
    
    
    
    967
    
    
    
    16,309$
    274,809
    
    
    $
    95,961
    
    
    $
    13,332
    
    
    $
    28,937
    
    
    $
    413,039
 31




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##### Table of Contents



FORM 10-Q
 Rig Utilization, Operating Days and Average Dayrates
  Average RigUtilization(1)
    
    Operating Days(2)
    
    Average DayrateSix Months Ended
    
    Six Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004
    
    2005
    
    2004International (3):Jackups
    
    
    96
    %
    
    
    83
    %
    
    
    6,352
    
    
    
    5,255
    
    
    $
    51,461
    
    
    $
    50,124Semisubmersibles  >6,000(4)
    
    
    100
    %
    
    
    100
    %
    
    
    362
    
    
    
    182
    
    
    $
    151,951
    
    
    $
    137,005Semisubmersibles  <6,000(5)
    
    
    93
    %
    
    
    100
    %
    
    
    168
    
    
    
    182
    
    
    $
    74,507
    
    
    $
    42,057Drillships
    
    
    81
    %
    
    
    67
    %
    
    
    440
    
    
    
    364
    
    
    $
    80,175
    
    
    $
    69,659Total International
    
    
    95
    %
    
    
    82
    %
    
    
    7,322
    
    
    
    5,983
    
    
    $
    58,683
    
    
    $
    53,710Domestic (6):Jackups
    
    
    100
    %
    
    
    95
    %
    
    
    362
    
    
    
    344
    
    
    $
    58,356
    
    
    $
    43,516Semisubmersibles  >6,000(4)
    
    
    85
    %
    
    
    99
    %
    
    
    618
    
    
    
    908
    
    
    $
    116,499
    
    
    $
    103,477Semisubmersibles  <6,000(5)
    
    
    100
    %
    
    
    16
    %
    
    
    362
    
    
    
    58
    
    
    $
    65,735
    
    
    $
    38,348Submersibles
    
    
    97
    %
    
    
    88
    %
    
    
    528
    
    
    
    482
    
    
    $
    37,343
    
    
    $
    24,386Total Domestic
    
    
    94
    %
    
    
    82
    %
    
    
    1,870
    
    
    
    1,792
    
    
    $
    73,067
    
    
    $
    68,585
 
 (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 less than 6,000 feet.(6)
    
    Domestic encompasses contract drilling services conducted in the U.S. Gulf of Mexico. International Contract Drilling Services
  Operating CostsOperating Revenues
    
    and ExpensesSix Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004(In thousands)Contract drilling services
    
    $
    429,680
    
    
    $
    321,345
    
    
    $
    227,525
    
    
    $
    186,053Reimbursables (1)
    
    
    17,267
    
    
    
    7,886
    
    
    
    14,107
    
    
    
    5,938Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Engineering, consulting and other
    
    
    1,166
    
    
    
    189
    
    
    
    347
    
    
    
    (1,342
    )Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    91,336
    
    
    
    73,751Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    12,081
    
    
    
    10,409Total
    
    $
    448,113
    
    
    $
    329,420
    
    
    $
    345,396
    
    
    $
    274,809
 
 (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. 32




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##### Table of Contents



FORM 10-Q
 Operating Revenues Noble Lewis Dugger Noble Homer Ferrington Noble Cees van Diemen Noble David Tinsley, Noble Dick Favor Noble Jimmy Puckett Noble George McLeod Noble
Roger Eason
 Operating Costs and Expenses. Noble Roger Eason Noble Cees van
Diemen Noble David Tinsley Noble Homer Ferrington Noble Cees van Diemen Noble
David Tinsley Noble Roger Eason Noble Homer Ferrington.
 Domestic Contract Drilling Services
  Operating CostsOperating Revenues
    
    and ExpensesSix Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004(In thousands)Contract drilling services
    
    $
    136,635
    
    
    $
    122,905
    
    
    $
    62,404
    
    
    $
    60,780Reimbursables (1)
    
    
    8,162
    
    
    
    5,074
    
    
    
    7,807
    
    
    
    4,777Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Engineering, consulting and other
    
    
    518
    
    
    
    1,056
    
    
    
    306
    
    
    
    343Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    22,783
    
    
    
    25,747Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    4,688
    
    
    
    4,314Total
    
    $
    145,315
    
    
    $
    129,035
    
    
    $
    97,988
    
    
    $
    95,961
 
 (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
Homer Ferrington Noble Lorris Bouzigard Noble Therald
Martin Noble Paul Romano
 Operating Costs and Expenses . Noble Lorris Bouzigard Noble Therald Martin Noble Homer Ferrington Noble Homer Ferrington
 33




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##### Table of Contents



FORM 10-Q
 Engineering & Consulting Services
  Operating CostsOperating Revenues
    
    and ExpensesSix Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004(In thousands)Contract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Reimbursables (1)
    
    
    8,910
    
    
    
    2,018
    
    
    
    8,957
    
    
    
    1,986Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Engineering, consulting and other
    
    
    6,946
    
    
    
    7,679
    
    
    
    10,251
    
    
    
    10,399Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    197
    
    
    
    328Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    468
    
    
    
    619Total
    
    $
    15,856
    
    
    $
    9,697
    
    
    $
    19,873
    
    
    $
    13,332
 
 (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 ExpensesSix Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004(In thousands)Contract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Reimbursables (1)
    
    
    8,818
    
    
    
    4,626
    
    
    
    8,581
    
    
    
    4,458Labor contract drilling services
    
    
    35,672
    
    
    
    20,469
    
    
    
    29,665
    
    
    
    16,247Engineering, consulting and other
    
    
    559
    
    
    
    5,195
    
    
    
    717
    
    
    
    5,481Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,590
    
    
    
    1,784Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    680
    
    
    
    967Total
    
    $
    45,049
    
    
    $
    30,290
    
    
    $
    41,233
    
    
    $
    28,937
 
 (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 .
 34




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##### Table of Contents



FORM 10-Q
 Operating Costs and Expenses .
 Other Items
 Selling, General and Administrative Expenses .
 Interest Expense . Noble Clyde Boudreaux
 Other, net. Panon
 Income Tax Provision .
 
 LIQUIDITY AND CAPITAL RESOURCES
 Overview
     Capital Expenditures
 Noble Mark Burns Okhi Noble Dick
Favor, Noble Roger Eason Noble Homer Ferrington Noble Mark Burns, Noble David
Tinsley, Noble Clyde Boudreaux Noble Paul Romano Noble Clyde Boudreaux Noble
Mark Burns Noble Mark Burns Noble Clyde Boudreux Panon
 35




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##### Table of Contents



FORM 10-Q
  Panon
    Credit Facilities and Long-Term Debt
    
 ACCOUNTING PRONOUNCEMENTS
 Share-Based Payment Accounting for
Stock-Based Compensation Accounting for Stock Issued to Employees .
 36




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##### Table of Contents



FORM 10-Q
   Accounting Changes and Error Corrections Accounting Changes Reporting Changes
in Interim Financial Statements
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    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
 37




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##### Table of Contents



FORM 10-Q
 
 ITEM 4. CONTROLS AND PROCEDURES
   
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
    
 ITEM 6. EXHIBITS
  38




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##### Table of Contents



FORM 10-Q
 
 SIGNATURES
  NOBLE CORPORATIONDATE:
August 8, 2005
    
    By:
    
    /s/ Mark A. JacksonMark A. Jackson,Senior Vice President, Chief Operating Officer andChief Financial Officer(Principal Financial and Accounting Officer)
 39




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##### Table of Contents



FORM 10-Q
 
 INDEX TO EXHIBITS
 EXHIBITNUMBER
    
    EXHIBIT10.1
    
    Second Amendment to Rights Agreement between the Company and UMB Bank, N.A., as
Rights Agent, dated as of June 9, 2005 (incorporated by reference to Exhibit 10.3 to the
Companys Current Report on Form 8-K filed on June 10, 2005).10.2
    
    Form of Noble Corporation Nonqualified Stock Option Agreement under the Noble
Corporation 1991 Stock Option and Restricted Stock Plan (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 4, 2005).10.3
    
    Form of Noble Corporation Performance-Vested Restricted Stock Agreement under the
Noble Corporation 1991 Stock Option and Restricted Stock Plan (incorporated by reference
to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on May 4, 2005).10.4
    
    Form of Noble Corporation Time-Vested Restricted Stock Agreement under the Noble
Corporation 1991 Stock Option and Restricted Stock Plan (incorporated by reference to
Exhibit 10.3 to the Companys Current Report on Form 8-K filed on May 4, 2005).10.5
    
    Form of Noble Corporation Nonqualified Stock Option Agreement under the Amended
and Restated Noble Corporation 1992 Nonqualified Stock Option and Restricted Share Plan
for Non-Employee Directors (incorporated by reference to Exhibit 10.4 to the Companys
Current Report on Form 8-K filed on May 4, 2005).10.6
    
    Form of Noble Corporation Restricted Share Agreement under the Amended and
Restated Noble Corporation 1992 Nonqualified Stock Option and Restricted Share Plan for
Non-Employee Directors (incorporated by reference to Exhibit 10.5 to the Companys
Current Report on Form 8-K filed on May 4, 2005).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.
 
 *
    
    Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K. 40