##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Noble Corporation
  Switzerland
 Noble Corporation
  Cayman Islands
 þ o
 Yes o No o
  Large accelerated filer
þ
    
    Accelerated filer
o
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ
  Noble Corporation, a Cayman Islands company and a wholly owned subsidiary of Noble Corporation, a
Swiss corporation, meets the conditions set forth in General Instructions H(1) of Form 10-Q
and is therefore filing this Form 10-Q with the reduced disclosure format contemplated by
paragraphs (b) and (c) of General Instruction H(2) of Form 10-Q.




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##### 



TABLE OF CONTENTS
 PagePART I FINANCIAL INFORMATIONItem 1 Financial StatementsConsolidated Balance Sheets as of March 31, 2009 and December 31, 2008
    
    
    3Consolidated Statements of Income for the three months ended March 31, 2009 and 2008
    
    
    4Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008
    
    
    5Consolidated Statements of Shareholders Equity for the three months ended March 31, 2009
    
    
    6Consolidated Statements of Comprehensive Income for the three months ended March 31, 2009 and 2008
    
    
    7Notes to Consolidated Financial Statements
    
    
    8Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    36Item 4 Controls and Procedures
    
    
    37PART II OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    38Item 1A Risk Factors
    
    
    38Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    40Item 4 Submission of Matters to a Vote of Security Holders
    
    
    40Item 6 Exhibits
    
    
    40SIGNATURES
    
    
    41Index to Exhibits
    
    
    42Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
     2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 CONSOLIDATED BALANCE SHEETS
 Noble Corporation
    
    
    Noble Corporation(Noble-Swiss)
    
    
    (Noble-Cayman)March 31,
    
    
    December 31,
    
    
    March 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    513,743
    
    
    $
    513,311
    
    
    $
    513,658
    
    
    $
    513,311Accounts receivable
    
    
    632,901
    
    
    
    644,840
    
    
    
    632,901
    
    
    
    644,840Insurance receivables
    
    
    22,998
    
    
    
    13,516
    
    
    
    22,998
    
    
    
    13,516Prepaid expenses
    
    
    50,976
    
    
    
    21,207
    
    
    
    50,976
    
    
    
    21,207Other current assets
    
    
    42,659
    
    
    
    47,467
    
    
    
    42,659
    
    
    
    47,467Total current assets
    
    
    1,263,277
    
    
    
    1,240,341
    
    
    
    1,263,192
    
    
    
    1,240,341Property and equipmentDrilling equipment and facilities
    
    
    7,626,641
    
    
    
    7,427,908
    
    
    
    7,626,641
    
    
    
    7,427,908Other
    
    
    109,724
    
    
    
    105,340
    
    
    
    109,724
    
    
    
    105,3407,736,365
    
    
    
    7,533,248
    
    
    
    7,736,365
    
    
    
    7,533,248Accumulated depreciation
    
    
    (1,944,259
    )
    
    
    (1,886,231
    )
    
    
    (1,944,259
    )
    
    
    (1,886,231
    )5,792,106
    
    
    
    5,647,017
    
    
    
    5,792,106
    
    
    
    5,647,017Other assets
    
    
    247,920
    
    
    
    219,441
    
    
    
    248,005
    
    
    
    219,441Total assets
    
    $
    7,303,303
    
    
    $
    7,106,799
    
    
    $
    7,303,303
    
    
    $
    7,106,799LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesCurrent maturities of long-term debt
    
    $
    
    
    
    $
    172,698
    
    
    $
    
    
    
    $
    172,698Accounts payable
    
    
    218,167
    
    
    
    259,107
    
    
    
    218,075
    
    
    
    259,107Accrued payroll and related costs
    
    
    63,004
    
    
    
    75,449
    
    
    
    63,004
    
    
    
    75,449Taxes payable
    
    
    142,177
    
    
    
    107,211
    
    
    
    142,177
    
    
    
    107,211Interest payable
    
    
    7,269
    
    
    
    11,325
    
    
    
    7,269
    
    
    
    11,325Other current liabilities
    
    
    53,575
    
    
    
    53,203
    
    
    
    53,575
    
    
    
    53,203Total current liabilities
    
    
    484,192
    
    
    
    678,993
    
    
    
    484,100
    
    
    
    678,993Long-term debt
    
    
    750,827
    
    
    
    750,789
    
    
    
    750,827
    
    
    
    750,789Deferred income taxes
    
    
    273,510
    
    
    
    265,018
    
    
    
    273,510
    
    
    
    265,018Other liabilities
    
    
    142,220
    
    
    
    121,284
    
    
    
    142,251
    
    
    
    121,284Total liabilities
    
    
    1,650,749
    
    
    
    1,816,084
    
    
    
    1,650,688
    
    
    
    1,816,084Commitments and contingenciesShareholders equityShares  par value 5.00 Swiss francs per share;
414,399 shares authorized; 138,133 shares conditionally
authorized, 276,266 shares issued and 261,250 shares
outstanding as of March 31, 2009;
    
    
    1,162,346
    
    
    
    Ordinary shares  par value $.10 per share;
400,000 shares authorized; 261,246 shares and 261,899
shares issued and outstanding at March 31, 2009 and
December 31, 2008, respectively
    
    
    
    
    
    
    26,190
    
    
    
    26,125
    
    
    
    26,190Capital in excess of par value
    
    
    
    
    
    
    402,115
    
    
    
    360,244
    
    
    
    402,115Retained earnings
    
    
    4,547,546
    
    
    
    4,919,667
    
    
    
    5,323,584
    
    
    
    4,919,667Accumulated other comprehensive loss
    
    
    (57,338
    )
    
    
    (57,257
    )
    
    
    (57,338
    )
    
    
    (57,257
    )Total shareholders equity
    
    
    5,652,554
    
    
    
    5,290,715
    
    
    
    5,652,615
    
    
    
    5,290,715Total liabilities and shareholders equity
    
    $
    7,303,303
    
    
    $
    7,106,799
    
    
    $
    7,303,303
    
    
    $
    7,106,799
   3




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##### Table of Contents



CONSOLIDATED STATEMENTS OF INCOME
 Noble Corporation
    
    
    Noble Corporation(Noble-Swiss)
    
    
    (Noble-Cayman)Three Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Operating revenuesContract drilling services
    
    $
    872,397
    
    
    $
    797,834
    
    
    $
    872,397
    
    
    $
    797,834Reimbursables
    
    
    16,678
    
    
    
    32,458
    
    
    
    16,678
    
    
    
    32,458Labor contract drilling services
    
    
    6,934
    
    
    
    30,931
    
    
    
    6,934
    
    
    
    30,931Other
    
    
    142
    
    
    
    202
    
    
    
    142
    
    
    
    202896,151
    
    
    
    861,425
    
    
    
    896,151
    
    
    
    861,425Operating costs and expensesContract drilling services
    
    
    240,856
    
    
    
    235,952
    
    
    
    240,856
    
    
    
    235,952Reimbursables
    
    
    14,083
    
    
    
    29,461
    
    
    
    14,083
    
    
    
    29,461Labor contract drilling services
    
    
    4,376
    
    
    
    25,337
    
    
    
    4,376
    
    
    
    25,337Depreciation and amortization
    
    
    92,984
    
    
    
    82,899
    
    
    
    92,984
    
    
    
    82,899Selling, general and administrative
    
    
    17,717
    
    
    
    21,273
    
    
    
    17,625
    
    
    
    21,273Impairment loss on planned disposal of assets
    
    
    12,034
    
    
    
    
    
    
    
    12,034
    
    
    
    382,050
    
    
    
    394,922
    
    
    
    381,958
    
    
    
    394,922Operating income
    
    
    514,101
    
    
    
    466,503
    
    
    
    514,193
    
    
    
    466,503Other income (expense)Interest expense, net of amount capitalized
    
    
    (521
    )
    
    
    (1,110
    )
    
    
    (521
    )
    
    
    (1,110
    )Interest income and other, net
    
    
    1,072
    
    
    
    3,129
    
    
    
    1,072
    
    
    
    3,129Income before income taxes
    
    
    514,652
    
    
    
    468,522
    
    
    
    514,744
    
    
    
    468,522Income tax provision
    
    
    (100,357
    )
    
    
    (84,334
    )
    
    
    (100,357
    )
    
    
    (84,334
    )Net income
    
    $
    414,295
    
    
    $
    384,188
    
    
    $
    414,387
    
    
    $
    384,188Net income per shareBasic
    
    $
    1.58
    
    
    $
    1.43
    
    
    
    n/a
    
    
    
    n/aDiluted
    
    $
    1.58
    
    
    $
    1.42
    
    
    
    n/a
    
    
    
    n/a
 .
  4




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CONSOLIDATED STATEMENTS OF CASH FLOWS
 Noble Corporation
    
    
    Noble Corporation(Noble-Swiss)
    
    
    (Noble-Cayman)Three Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Cash flows from operating activitiesNet income
    
    $
    414,295
    
    
    $
    384,188
    
    
    $
    414,387
    
    
    $
    384,188Adjustments to reconcile net income to net cash
from operating activities:Depreciation and amortization
    
    
    92,984
    
    
    
    82,899
    
    
    
    92,984
    
    
    
    82,899Impairment loss on assets
    
    
    12,034
    
    
    
    
    
    
    
    12,034
    
    
    
    Deferred income tax provision
    
    
    4,545
    
    
    
    9,840
    
    
    
    4,545
    
    
    
    9,840Share-based compensation expense
    
    
    8,400
    
    
    
    8,716
    
    
    
    8,400
    
    
    
    8,716Pension contributions
    
    
    (1,290
    )
    
    
    (3,183
    )
    
    
    (1,290
    )
    
    
    (3,183
    )Other changes in assets and liabilities:Accounts receivable
    
    
    11,939
    
    
    
    36,134
    
    
    
    11,939
    
    
    
    36,134Other current assets
    
    
    (26,267
    )
    
    
    (24,949
    )
    
    
    (26,267
    )
    
    
    (24,949
    )Other assets
    
    
    (10,665
    )
    
    
    2,115
    
    
    
    (10,750
    )
    
    
    2,115Accounts payable
    
    
    23,711
    
    
    
    3,278
    
    
    
    23,619
    
    
    
    3,278Other current liabilities
    
    
    17,236
    
    
    
    (5,606
    )
    
    
    17,236
    
    
    
    (5,606
    )Other liabilities
    
    
    912
    
    
    
    (735
    )
    
    
    912
    
    
    
    (735
    )Net cash from operating activities
    
    
    547,834
    
    
    
    492,697
    
    
    
    547,749
    
    
    
    492,697Cash flows from investing activitiesNew construction
    
    
    (135,576
    )
    
    
    (134,380
    )
    
    
    (135,576
    )
    
    
    (134,380
    )Other capital expenditures
    
    
    (89,505
    )
    
    
    (76,673
    )
    
    
    (89,505
    )
    
    
    (76,673
    )Major maintenance expenditures
    
    
    (25,639
    )
    
    
    (22,935
    )
    
    
    (25,639
    )
    
    
    (22,935
    )Accrued capital expenditures
    
    
    (47,259
    )
    
    
    (32,481
    )
    
    
    (47,259
    )
    
    
    (32,481
    )Hurricane insurance receivables
    
    
    
    
    
    
    21,747
    
    
    
    
    
    
    
    21,747Proceeds from disposal of assets
    
    
    
    
    
    
    282
    
    
    
    
    
    
    
    282Net cash from investing activities
    
    
    (297,979
    )
    
    
    (244,440
    )
    
    
    (297,979
    )
    
    
    (244,440
    )Cash flows from financing activitiesPayments on bank credit facilities
    
    
    
    
    
    
    (50,000
    )
    
    
    
    
    
    
    (50,000
    )Payments of other long-term debt
    
    
    (172,700
    )
    
    
    (2,516
    )
    
    
    (172,700
    )
    
    
    (2,516
    )Net proceeds from employee stock transactions
    
    
    (5,386
    )
    
    
    115
    
    
    
    (5,386
    )
    
    
    115Dividends paid
    
    
    (10,470
    )
    
    
    (10,746
    )
    
    
    (10,470
    )
    
    
    (10,746
    )Repurchases of ordinary shares
    
    
    (60,867
    )
    
    
    (26,571
    )
    
    
    (60,867
    )
    
    
    (26,571
    )Net cash from financing activities
    
    
    (249,423
    )
    
    
    (89,718
    )
    
    
    (249,423
    )
    
    
    (89,718
    )Net increase in cash and cash equivalents
    
    
    432
    
    
    
    158,539
    
    
    
    347
    
    
    
    158,539Cash and cash equivalents, beginning of period
    
    
    513,311
    
    
    
    161,058
    
    
    
    513,311
    
    
    
    161,058Cash and cash equivalents, end of period
    
    $
    513,743
    
    
    $
    319,597
    
    
    $
    513,658
    
    
    $
    319,597
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NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 AccumulatedCapital in
    
    
    
    
    
    
    Other
    
    
    TotalShares
    
    
    Excess of
    
    
    Retained
    
    
    Comprehensive
    
    
    ShareholdersBalance
    
    
    Par Value
    
    
    Par Value
    
    
    Earnings
    
    
    Loss
    
    
    EquityBalance at December 31, 2008
    
    
    261,899
    
    
    $
    26,190
    
    
    $
    402,115
    
    
    $
    4,919,667
    
    
    $
    (57,257
    )
    
    $
    5,290,715Share-based compensationShare-based compensation
    
    
    1,332
    
    
    
    133
    
    
    
    8,266
    
    
    
    
    
    
    
    
    
    
    
    8,399Contribution to employee benefit plans
    
    
    6
    
    
    
    1
    
    
    
    152
    
    
    
    
    
    
    
    
    
    
    
    153Exercise of stock options
    
    
    18
    
    
    
    2
    
    
    
    176
    
    
    
    
    
    
    
    
    
    
    
    178Tax benefit of stock options exercised
    
    
    
    
    
    
    
    
    
    
    (1,597
    )
    
    
    
    
    
    
    
    
    
    
    (1,597
    )Restricted shares surrendered for
withholding taxes or forfeited
    
    
    (285
    )
    
    
    (29
    )
    
    
    (5,534
    )
    
    
    
    
    
    
    
    
    
    
    (5,563
    )Repurchases of ordinary shares
    
    
    (1,720
    )
    
    
    (172
    )
    
    
    (43,303
    )
    
    
    
    
    
    
    
    
    
    
    (43,475
    )Cancellation of shares in Transaction
    
    
    (261,246
    )
    
    
    (26,125
    )
    
    
    26,125
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares in Transaction
    
    
    261,246
    
    
    
    1,162,346
    
    
    
    (386,400
    )
    
    
    (775,946
    )
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    414,295
    
    
    
    
    
    
    
    414,295Dividends paid ($0.04 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,470
    )
    
    
    
    
    
    
    (10,470
    )Other comprehensive loss, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (81
    )
    
    
    (81
    )Balance at March 31, 2009
    
    
    261,250
    
    
    $
    1,162,346
    
    
    $
    
    
    
    $
    4,547,546
    
    
    $
    (57,338
    )
    
    $
    5,652,554
 NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 AccumulatedShares
    
    
    Capital in
    
    
    
    
    
    Other
    
    
    TotalPar
    
    Excess of
    
    Retained
    
    Comprehensive
    
    ShareholdersBalance
    
    Value
    
    Par Value
    
    Earnings
    
    Loss
    
    EquityBalance at December 31, 2008
    
    
    261,899
    
    
    $
    26,190
    
    
    $
    402,115
    
    
    $
    4,919,667
    
    
    $
    (57,257
    )
    
    $
    5,290,715Share-based compensationShare-based compensation
    
    
    1,331
    
    
    
    133
    
    
    
    8,266
    
    
    
    
    
    
    
    
    
    
    
    8,399Contribution to employee benefit plans
    
    
    6
    
    
    
    1
    
    
    
    152
    
    
    
    
    
    
    
    
    
    
    
    153Exercise of stock options
    
    
    15
    
    
    
    2
    
    
    
    145
    
    
    
    
    
    
    
    
    
    
    
    147Tax benefit of stock options exercised
    
    
    
    
    
    
    
    
    
    
    (1,597
    )
    
    
    
    
    
    
    
    
    
    
    (1,597
    )Restricted shares surrendered for
withholding taxes or forfeited
    
    
    (285
    )
    
    
    (29
    )
    
    
    (5,534
    )
    
    
    
    
    
    
    
    
    
    
    (5,563
    )Repurchases of ordinary shares
    
    
    (1,720
    )
    
    
    (172
    )
    
    
    (43,303
    )
    
    
    
    
    
    
    
    
    
    
    (43,475
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    414,387
    
    
    
    
    
    
    
    414,387Dividends paid ($0.04 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,470
    )
    
    
    
    
    
    
    (10,470
    )Other comprehensive loss, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (81
    )
    
    
    (81
    )Balance at March 31, 2009
    
    
    261,246
    
    
    $
    26,125
    
    
    $
    360,244
    
    
    $
    5,323,584
    
    
    $
    (57,338
    )
    
    $
    5,652,615
   6




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##### Table of Contents



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 Noble Corporation
    
    
    Noble Corporation(Noble-Swiss)
    
    
    (Noble-Cayman)Three Months Ended
    
    
    Three Months EndedMarch 31
    
    
    March 312009
    
    
    2008
    
    
    2009
    
    
    2008Net income
    
    $
    414,295
    
    
    $
    384,188
    
    
    $
    414,387
    
    
    $
    384,188Other comprehensive income (loss), net of taxForeign currency translation adjustments
    
    
    (1,127
    )
    
    
    (65
    )
    
    
    (1,127
    )
    
    
    (65
    )Gain (loss) on forward currency forward contracts
    
    
    194
    
    
    
    (306
    )
    
    
    194
    
    
    
    (306
    )Amortization of deferred pension plan amounts
    
    
    852
    
    
    
    226
    
    
    
    852
    
    
    
    226Other comprehensive loss, net
    
    
    (81
    )
    
    
    (145
    )
    
    
    (81
    )
    
    
    (145
    )Comprehensive income
    
    $
    414,214
    
    
    $
    384,043
    
    
    $
    414,306
    
    
    $
    384,043
 .
  7




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##### Table of Contents



NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES
NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Basis of Presentation
      8




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NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES
NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 2  Net Income per Share
 Earnings Per Share Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities Participating Securities and the Two Class Method
under FASB Statement No. 128
   Three months endedMarch 31,2009
    
    
    2008Allocation of net incomeBasicNet income
    
    $
    414,295
    
    
    $
    384,188Earnings allocated to unvested share-based payment awards
    
    
    (3,461
    )
    
    
    (2,911
    )Net income to common shareholders  basic
    
    $
    410,834
    
    
    $
    381,277DilutedNet income
    
    $
    414,295
    
    
    $
    384,188Earnings allocated to unvested share-based payment awards
    
    
    (3,454
    )
    
    
    (2,890
    )Net income to common shareholders  diluted
    
    $
    410,841
    
    
    $
    381,298Weighted average shares outstanding  basic
    
    
    259,266
    
    
    
    266,451Incremental shares issuable from assumed exercise of stock options
    
    
    564
    
    
    
    1,884Weighted average shares outstanding  diluted
    
    
    259,830
    
    
    
    268,335Weighted average unvested share-based payment awards
    
    
    2,188
    
    
    
    2,034Earnings per shareBasic
    
    $
    1.58
    
    
    $
    1.43Diluted
    
    $
    1.58
    
    
    $
    1.42
  9




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NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES
NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 3  Property and Equipment
  Note 4  Debt
  March 31,
    
    
    December 31,2009
    
    
    2008Credit Facility
    
    $
    
    
    
    $
    6.95% Senior Notes due 2009
    
    
    
    
    
    
    149,9985.875% Senior Notes due 2013
    
    
    299,846
    
    
    
    299,8377.375% Senior Notes due 2014
    
    
    249,286
    
    
    
    249,2577.50% Senior Notes due 2019
    
    
    201,695
    
    
    
    201,695Project Financing  Thompson Notes
    
    
    
    
    
    
    22,700Total Debt
    
    
    750,827
    
    
    
    923,487Current Maturities
    
    
    
    
    
    
    (172,698
    )Long-term Debt
    
    $
    750,827
    
    
    $
    750,789
    10




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NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES
NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 5  Income Taxes
   Note 6  Employee Benefit Plans
  Three Months Ended March 31,2009
    
    
    2008Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Service cost
    
    $
    748
    
    
    $
    1,803
    
    
    $
    1,420
    
    
    $
    1,574Interest cost
    
    
    1,022
    
    
    
    1,713
    
    
    
    1,251
    
    
    
    1,615Return on plan assets
    
    
    (1,271
    )
    
    
    (1,786
    )
    
    
    (1,692
    )
    
    
    (2,227
    )Amortization of prior service cost
    
    
    
    
    
    
    73
    
    
    
    
    
    
    
    98Amortization of transition obligation
    
    
    17
    
    
    
    
    
    
    
    43
    
    
    
    Recognized net actuarial loss
    
    
    57
    
    
    
    1,031
    
    
    
    40
    
    
    
    87Net pension expense
    
    $
    573
    
    
    $
    2,834
    
    
    $
    1,062
    
    
    $
    1,147
     11




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NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES
NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 7  Derivative Instruments and Hedging Activities
   Disclosures about Derivative Instruments and Hedging Activities
 Cash Flow Hedges
   Three Months Ended March 31,2009
    
    
    2008Net unrealized gain at beginning of period
    
    $
    
    
    
    $
    2,219Activity during period:Settlement of forward contracts outstanding at beginning
of period
    
    
    
    
    
    
    (1,086
    )Net unrealized gain on outstanding foreign currency
forward contracts
    
    
    194
    
    
    
    780Net unrealized gain at March 31
    
    $
    194
    
    
    $
    1,913
 Fair Value Hedges
 Accounting for Derivative Instruments and
Hedging Activities
  12




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NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES
NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 8  Fair Value of Financial Instruments
  March 31, 2009
    
    
    December 31, 2008Estimated Fair ValueMeasurementsQuoted
    
    
    SignificantPrices in
    
    
    Other
    
    
    SignificantActive
    
    
    Observable
    
    
    UnobservableCarrying
    
    
    Markets
    
    
    Inputs
    
    
    Inputs
    
    
    Carrying
    
    
    EstimatedAmount
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    Amount
    
    
    Fair ValueAssetsMarketable securities
    
    $
    7,294
    
    
    $
    7,294
    
    
    $
    
    
    
    $
    
    
    
    $
    7,104
    
    
    $
    7,104Forward contracts
    
    $
    194
    
    
    $
    
    
    
    $
    194
    
    
    $
    
    
    
    $
    
    
    
    $
    LiabilitiesForward contracts
    
    $
    8,054
    
    
    $
    
    
    
    $
    8,054
    
    
    $
    
    
    
    $
    5,418
    
    
    $
    5,418
  Note 9  Commitments and Contingencies
   13




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NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES
NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       14




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NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES
NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       Internal Investigation
   15




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NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES
NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        16




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NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES
NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 10  Segment and Related Information
   Contract DrillingServices
    
    
    Other
    
    
    TotalThree Months Ended March 31, 2009Revenues from external customers
    
    $
    888,680
    
    
    $
    7,471
    
    
    $
    896,151Depreciation and amortization
    
    
    90,898
    
    
    
    2,086
    
    
    
    92,984Segment operating income
    
    
    513,636
    
    
    
    465
    
    
    
    514,101Interest expense, net of amount
capitalized
    
    
    190
    
    
    
    331
    
    
    
    521Income tax provision (benefit)
    
    
    100,145
    
    
    
    212
    
    
    
    100,357Segment profit
    
    
    413,420
    
    
    
    875
    
    
    
    414,295Total assets (at end of period)
    
    
    6,805,467
    
    
    
    497,836
    
    
    
    7,303,303Capital expenditures
    
    
    239,735
    
    
    
    10,985
    
    
    
    250,720Three Months Ended March 31, 2008Revenues from external customers
    
    $
    819,187
    
    
    $
    42,238
    
    
    $
    861,425Depreciation and amortization
    
    
    80,785
    
    
    
    2,114
    
    
    
    82,899Segment operating income
    
    
    463,801
    
    
    
    2,702
    
    
    
    466,503Interest expense, net of amount
capitalized
    
    
    994
    
    
    
    116
    
    
    
    1,110Income tax provision (benefit)
    
    
    88,798
    
    
    
    (4,464
    )
    
    
    84,334Segment profit
    
    
    376,872
    
    
    
    7,316
    
    
    
    384,188Total assets (at end of period)
    
    
    5,627,977
    
    
    
    525,055
    
    
    
    6,153,032Capital expenditures
    
    
    227,767
    
    
    
    6,221
    
    
    
    233,988
  17




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NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES
NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 11  Accounting Pronouncements
 Interim Disclosures about Fair Value of Financial Instruments,
 Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly
 Recognition and
Presentation of Other-Than-Temporary Impairments,
 Note 12  Subsequent Event
 Noble David Tinsley,
 Note 13  Guarantees of Registered Securities
      18




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NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
March 31, 2009
 OtherNoble-
    
    
    NHC and NDC
    
    
    Noble
    
    
    
    
    
    
    Subsidiaries
    
    
    ConsolidatingCayman
    
    
    Combined
    
    
    Drilling
    
    
    NHIL
    
    
    of Noble
    
    
    Adjustments
    
    
    TotalASSETSCurrent assetsCash and cash equivalents
    
    $
    652
    
    
    $
    791
    
    
    $
    26
    
    
    $
    
    
    
    $
    512,189
    
    
    $
    
    
    
    $
    513,658Accounts receivable
    
    
    
    
    
    
    27,933
    
    
    
    6,231
    
    
    
    9
    
    
    
    598,728
    
    
    
    
    
    
    
    632,901Prepaid expenses
    
    
    
    
    
    
    988
    
    
    
    1
    
    
    
    
    
    
    
    49,987
    
    
    
    
    
    
    
    50,976Accounts receivable from affiliates
    
    
    
    
    
    
    
    
    
    
    412,743
    
    
    
    241,143
    
    
    
    862,096
    
    
    
    (1,515,982
    )
    
    
    Other current assets
    
    
    
    
    
    
    17,017
    
    
    
    785
    
    
    
    
    
    
    
    108,722
    
    
    
    (60,867
    )
    
    
    65,657Total current assets
    
    
    652
    
    
    
    46,729
    
    
    
    419,786
    
    
    
    241,152
    
    
    
    2,131,722
    
    
    
    (1,576,849
    )
    
    
    1,263,192Property and equipmentDrilling equipment, facilities and other
    
    
    
    
    
    
    1,912,874
    
    
    
    125,861
    
    
    
    
    
    
    
    5,697,630
    
    
    
    
    
    
    
    7,736,365Accumulated depreciation
    
    
    
    
    
    
    (121,777
    )
    
    
    (71,875
    )
    
    
    
    
    
    
    (1,750,607
    )
    
    
    
    
    
    
    (1,944,259
    )Total property and equipment, net
    
    
    
    
    
    
    1,791,097
    
    
    
    53,986
    
    
    
    
    
    
    
    3,947,023
    
    
    
    
    
    
    
    5,792,106Notes receivable from affiliates
    
    
    511,835
    
    
    
    20,963
    
    
    
    44,159
    
    
    
    
    
    
    
    1,564,821
    
    
    
    (2,141,778
    )
    
    
    Investments in affiliates
    
    
    5,928,574
    
    
    
    6,788,421
    
    
    
    3,558,491
    
    
    
    2,999,615
    
    
    
    
    
    
    
    (19,275,101
    )
    
    
    Other assets
    
    
    3,366
    
    
    
    11,555
    
    
    
    5,695
    
    
    
    2,011
    
    
    
    225,378
    
    
    
    
    
    
    
    248,005Total assets
    
    $
    6,444,427
    
    
    $
    8,658,765
    
    
    $
    4,082,117
    
    
    $
    3,242,778
    
    
    $
    7,868,944
    
    
    $
    (22,993,728
    )
    
    $
    7,303,303LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesCurrent maturities of long-term debt
    
    $
    
    
    
    $
    14,219
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (14,219
    )
    
    $
    Accounts payable and accrued liabilities
    
    
    13,944
    
    
    
    47,935
    
    
    
    35,146
    
    
    
    768
    
    
    
    432,955
    
    
    
    (46,648
    )
    
    
    484,100Accounts payable to affiliates
    
    
    184,489
    
    
    
    1,330,583
    
    
    
    
    
    
    
    
    
    
    
    910
    
    
    
    (1,515,982
    )
    
    
    Total current liabilities
    
    
    198,433
    
    
    
    1,392,737
    
    
    
    35,146
    
    
    
    768
    
    
    
    433,865
    
    
    
    (1,576,849
    )
    
    
    484,100Long-term debt
    
    
    299,846
    
    
    
    
    
    
    
    201,695
    
    
    
    249,286
    
    
    
    
    
    
    
    
    
    
    
    750,827Notes payable to affiliates
    
    
    279,900
    
    
    
    1,164,921
    
    
    
    120,000
    
    
    
    
    
    
    
    576,957
    
    
    
    (2,141,778
    )
    
    
    Other liabilities
    
    
    13,633
    
    
    
    27,647
    
    
    
    29,457
    
    
    
    
    
    
    
    345,024
    
    
    
    
    
    
    
    415,761Total liabilities
    
    
    791,812
    
    
    
    2,585,305
    
    
    
    386,298
    
    
    
    250,054
    
    
    
    1,355,846
    
    
    
    (3,718,627
    )
    
    
    1,650,688Commitments and contingenciesShareholders EquityOrdinary shares
    
    
    26,125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,125Capital in excess of par value
    
    
    360,244
    
    
    
    1,279,983
    
    
    
    870,744
    
    
    
    406,998
    
    
    
    843,820
    
    
    
    (3,401,545
    )
    
    
    360,244Retained earnings
    
    
    5,323,584
    
    
    
    4,793,477
    
    
    
    2,823,824
    
    
    
    2,585,726
    
    
    
    5,726,616
    
    
    
    (15,929,643
    )
    
    
    5,323,584Accumulated other comprehensive income (loss)
    
    
    (57,338
    )
    
    
    
    
    
    
    1,251
    
    
    
    
    
    
    
    (57,338
    )
    
    
    56,087
    
    
    
    (57,338
    )Total shareholders equity
    
    
    5,652,615
    
    
    
    6,073,460
    
    
    
    3,695,819
    
    
    
    2,992,724
    
    
    
    6,513,098
    
    
    
    (19,275,101
    )
    
    
    5,652,615Total liabilities and shareholders equity
    
    $
    6,444,427
    
    
    $
    8,658,765
    
    
    $
    4,082,117
    
    
    $
    3,242,778
    
    
    $
    7,868,944
    
    
    $
    (22,993,728
    )
    
    $
    7,303,303
  19




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NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2008
 OtherNoble-
    
    
    NHC and NDC
    
    
    Noble
    
    
    
    
    
    
    Subsidiaries
    
    
    ConsolidatingCayman
    
    
    Combined
    
    
    Drilling
    
    
    NHIL
    
    
    of Noble
    
    
    Adjustments
    
    
    TotalASSETSCurrent assetsCash and cash equivalents
    
    $
    661
    
    
    $
    445
    
    
    $
    26
    
    
    $
    
    
    
    $
    512,179
    
    
    $
    
    
    
    $
    513,311Accounts receivable
    
    
    
    
    
    
    26,604
    
    
    
    13,099
    
    
    
    
    
    
    
    605,137
    
    
    
    
    
    
    
    644,840Prepaid expenses
    
    
    
    
    
    
    725
    
    
    
    1
    
    
    
    
    
    
    
    20,481
    
    
    
    
    
    
    
    21,207Accounts receivable from affiliates
    
    
    32,807
    
    
    
    
    
    
    
    562,679
    
    
    
    247,174
    
    
    
    961,230
    
    
    
    (1,803,890
    )
    
    
    Other current assets
    
    
    7,395
    
    
    
    2,768
    
    
    
    8
    
    
    
    
    
    
    
    134,524
    
    
    
    (83,712
    )
    
    
    60,983Total current assets
    
    
    40,863
    
    
    
    30,542
    
    
    
    575,813
    
    
    
    247,174
    
    
    
    2,233,551
    
    
    
    (1,887,602
    )
    
    
    1,240,341Property and equipmentDrilling equipment, facilities and other
    
    
    
    
    
    
    2,296,241
    
    
    
    116,995
    
    
    
    
    
    
    
    5,120,012
    
    
    
    
    
    
    
    7,533,248Accumulated depreciation
    
    
    
    
    
    
    (113,481
    )
    
    
    (70,326
    )
    
    
    
    
    
    
    (1,702,424
    )
    
    
    
    
    
    
    (1,886,231
    )Total property and equipment, net
    
    
    
    
    
    
    2,182,760
    
    
    
    46,669
    
    
    
    
    
    
    
    3,417,588
    
    
    
    
    
    
    
    5,647,017Notes receivable from affiliates
    
    
    511,835
    
    
    
    20,963
    
    
    
    44,159
    
    
    
    
    
    
    
    1,757,321
    
    
    
    (2,334,278
    )
    
    
    Investments in affiliates
    
    
    5,498,928
    
    
    
    6,374,623
    
    
    
    3,460,873
    
    
    
    2,727,556
    
    
    
    
    
    
    
    (18,061,980
    )
    
    
    Other assets
    
    
    2,957
    
    
    
    10,117
    
    
    
    6,418
    
    
    
    2,017
    
    
    
    197,932
    
    
    
    
    
    
    
    219,441Total assets
    
    $
    6,054,583
    
    
    $
    8,619,005
    
    
    $
    4,133,932
    
    
    $
    2,976,747
    
    
    $
    7,606,392
    
    
    $
    (22,283,860
    )
    
    $
    7,106,799LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesCurrent maturities of long-term debt
    
    $
    
    
    
    $
    21,066
    
    
    $
    149,998
    
    
    $
    
    
    
    $
    22,700
    
    
    $
    (21,066
    )
    
    $
    172,698Accounts payable and accrued liabilities
    
    
    27,452
    
    
    
    57,797
    
    
    
    40,968
    
    
    
    2,075
    
    
    
    440,649
    
    
    
    (62,646
    )
    
    
    506,295Accounts payable to affiliates
    
    
    
    
    
    
    1,642,231
    
    
    
    
    
    
    
    
    
    
    
    161,659
    
    
    
    (1,803,890
    )
    
    
    Total current liabilities
    
    
    27,452
    
    
    
    1,721,094
    
    
    
    190,966
    
    
    
    2,075
    
    
    
    625,008
    
    
    
    (1,887,602
    )
    
    
    678,993Long-term debt
    
    
    299,837
    
    
    
    
    
    
    
    201,695
    
    
    
    249,257
    
    
    
    
    
    
    
    
    
    
    
    750,789Notes payable to affiliates
    
    
    429,900
    
    
    
    1,207,421
    
    
    
    120,000
    
    
    
    
    
    
    
    576,957
    
    
    
    (2,334,278
    )
    
    
    Other liabilities
    
    
    6,679
    
    
    
    42,520
    
    
    
    21,394
    
    
    
    
    
    
    
    315,709
    
    
    
    
    
    
    
    386,302Total liabilities
    
    
    763,868
    
    
    
    2,971,035
    
    
    
    534,055
    
    
    
    251,332
    
    
    
    1,517,674
    
    
    
    (4,221,880
    )
    
    
    1,816,084Commitments and contingenciesShareholders EquityOrdinary shares
    
    
    26,190
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,190Capital in excess of par value
    
    
    402,115
    
    
    
    1,279,983
    
    
    
    870,744
    
    
    
    406,998
    
    
    
    844,032
    
    
    
    (3,401,757
    )
    
    
    402,115Retained earnings
    
    
    4,919,667
    
    
    
    4,367,987
    
    
    
    2,728,073
    
    
    
    2,318,417
    
    
    
    5,301,943
    
    
    
    (14,716,420
    )
    
    
    4,919,667Accumulated other comprehensive income (loss)
    
    
    (57,257
    )
    
    
    
    
    
    
    1,060
    
    
    
    
    
    
    
    (57,257
    )
    
    
    56,197
    
    
    
    (57,257
    )Total shareholders equity
    
    
    5,290,715
    
    
    
    5,647,970
    
    
    
    3,599,877
    
    
    
    2,725,415
    
    
    
    6,088,718
    
    
    
    (18,061,980
    )
    
    
    5,290,715Total liabilities and shareholders equity
    
    $
    6,054,583
    
    
    $
    8,619,005
    
    
    $
    4,133,932
    
    
    $
    2,976,747
    
    
    $
    7,606,392
    
    
    $
    (22,283,860
    )
    
    $
    7,106,799
  20




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##### Table of Contents



NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Three Months Ended March 31, 2009
 OtherNoble-
    
    
    NHC and NDC
    
    
    Noble
    
    
    
    
    
    
    Subsidiaries
    
    
    ConsolidatingCayman
    
    
    Combined
    
    
    Drilling
    
    
    NHIL
    
    
    of Noble
    
    
    Adjustments
    
    
    TotalOperating revenuesContract drilling services
    
    $
    
    
    
    $
    49,275
    
    
    $
    7,700
    
    
    $
    
    
    
    $
    831,422
    
    
    $
    (16,000
    )
    
    $
    872,397Reimbursables
    
    
    
    
    
    
    467
    
    
    
    
    
    
    
    
    
    
    
    16,211
    
    
    
    
    
    
    
    16,678Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,934
    
    
    
    
    
    
    
    6,934Other
    
    
    
    
    
    
    
    
    
    
    1,862
    
    
    
    
    
    
    
    (1,720
    )
    
    
    
    
    
    
    142Total operating revenues
    
    
    
    
    
    
    49,742
    
    
    
    9,562
    
    
    
    
    
    
    
    852,847
    
    
    
    (16,000
    )
    
    
    896,151Operating costs and expensesContract drilling services
    
    
    5,001
    
    
    
    10,261
    
    
    
    1,788
    
    
    
    9
    
    
    
    239,797
    
    
    
    (16,000
    )
    
    
    240,856Reimbursables
    
    
    
    
    
    
    379
    
    
    
    
    
    
    
    
    
    
    
    13,704
    
    
    
    
    
    
    
    14,083Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,376
    
    
    
    
    
    
    
    4,376Depreciation and amortization
    
    
    
    
    
    
    8,620
    
    
    
    2,048
    
    
    
    
    
    
    
    82,316
    
    
    
    
    
    
    
    92,984Selling, general and administrative
    
    
    3,134
    
    
    
    1,332
    
    
    
    355
    
    
    
    
    
    
    
    12,804
    
    
    
    
    
    
    
    17,625Impairment loss on planned disposal of assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,034
    
    
    
    
    
    
    
    12,034Total operating costs and expenses
    
    
    8,135
    
    
    
    20,592
    
    
    
    4,191
    
    
    
    9
    
    
    
    365,031
    
    
    
    (16,000
    )
    
    
    381,958Operating income (loss)
    
    
    (8,135
    )
    
    
    29,150
    
    
    
    5,371
    
    
    
    (9
    )
    
    
    487,816
    
    
    
    
    
    
    
    514,193Other income (expense)Equity earnings in affiliates (net of tax)
    
    
    429,561
    
    
    
    413,798
    
    
    
    97,618
    
    
    
    272,059
    
    
    
    
    
    
    
    (1,213,036
    )
    
    
    Interest expense, net of amounts capitalized
    
    
    (8,623
    )
    
    
    (16,126
    )
    
    
    (5,954
    )
    
    
    (4,742
    )
    
    
    13,216
    
    
    
    21,708
    
    
    
    (521
    )Interest income and other, net
    
    
    1,201
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,579
    
    
    
    (21,708
    )
    
    
    1,072Income before income taxes
    
    
    414,004
    
    
    
    426,822
    
    
    
    97,035
    
    
    
    267,308
    
    
    
    522,611
    
    
    
    (1,213,036
    )
    
    
    514,744Income tax (provision) benefit
    
    
    383
    
    
    
    (1,518
    )
    
    
    (1,284
    )
    
    
    
    
    
    
    (97,938
    )
    
    
    
    
    
    
    (100,357
    )Net income
    
    $
    414,387
    
    
    $
    425,304
    
    
    $
    95,751
    
    
    $
    267,308
    
    
    $
    424,673
    
    
    $
    (1,213,036
    )
    
    $
    414,387
  21




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##### Table of Contents



NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Three Months Ended March 31, 2008
 OtherNoble-
    
    
    NHC and NDC
    
    
    Noble
    
    
    
    
    
    
    Subsidiaries
    
    
    ConsolidatingCayman
    
    
    Combined
    
    
    Drilling
    
    
    NHIL
    
    
    of Noble
    
    
    Adjustments
    
    
    TotalOperating revenuesContract drilling services
    
    $
    
    
    
    $
    40,269
    
    
    $
    13,590
    
    
    $
    
    
    
    $
    753,275
    
    
    $
    (9,300
    )
    
    $
    797,834Reimbursables
    
    
    
    
    
    
    494
    
    
    
    120
    
    
    
    
    
    
    
    31,844
    
    
    
    
    
    
    
    32,458Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,931
    
    
    
    
    
    
    
    30,931Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    202
    
    
    
    
    
    
    
    202Total operating revenues
    
    
    
    
    
    
    40,763
    
    
    
    13,710
    
    
    
    
    
    
    
    816,252
    
    
    
    (9,300
    )
    
    
    861,425Operating costs and expensesContract drilling services
    
    
    5,932
    
    
    
    9,054
    
    
    
    6,557
    
    
    
    9
    
    
    
    223,700
    
    
    
    (9,300
    )
    
    
    235,952Reimbursables
    
    
    
    
    
    
    445
    
    
    
    116
    
    
    
    
    
    
    
    28,900
    
    
    
    
    
    
    
    29,461Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,337
    
    
    
    
    
    
    
    25,337Depreciation and amortization
    
    
    
    
    
    
    7,608
    
    
    
    1,639
    
    
    
    
    
    
    
    73,652
    
    
    
    
    
    
    
    82,899Selling, general and administrative
    
    
    2,708
    
    
    
    1,485
    
    
    
    460
    
    
    
    
    
    
    
    16,620
    
    
    
    
    
    
    
    21,273Total operating costs and expenses
    
    
    8,640
    
    
    
    18,592
    
    
    
    8,772
    
    
    
    9
    
    
    
    368,209
    
    
    
    (9,300
    )
    
    
    394,922Operating income (loss)
    
    
    (8,640
    )
    
    
    22,171
    
    
    
    4,938
    
    
    
    (9
    )
    
    
    448,043
    
    
    
    
    
    
    
    466,503Other income (expense)Equity earnings in affiliates (net of tax)
    
    
    398,327
    
    
    
    371,738
    
    
    
    163,540
    
    
    
    225,016
    
    
    
    
    
    
    
    (1,158,621
    )
    
    
    Interest expense, net of amounts capitalized
    
    
    (7,340
    )
    
    
    (10,337
    )
    
    
    (6,388
    )
    
    
    
    
    
    
    9,192
    
    
    
    13,763
    
    
    
    (1,110
    )Interest income and other, net
    
    
    1,936
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,956
    
    
    
    (13,763
    )
    
    
    3,129Income before income taxes
    
    
    384,283
    
    
    
    383,572
    
    
    
    162,090
    
    
    
    225,007
    
    
    
    472,191
    
    
    
    (1,158,621
    )
    
    
    468,522Income tax (provision) benefit
    
    
    (95
    )
    
    
    3,498
    
    
    
    (1,009
    )
    
    
    
    
    
    
    (86,728
    )
    
    
    
    
    
    
    (84,334
    )Net income
    
    $
    384,188
    
    
    $
    387,070
    
    
    $
    161,081
    
    
    $
    225,007
    
    
    $
    385,463
    
    
    $
    (1,158,621
    )
    
    $
    384,188
  22




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##### Table of Contents



NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Three Months Ended March 31, 2009
 OtherNoble-
    
    
    NHC and NDC
    
    
    Noble
    
    
    
    
    
    
    Subsidiaries
    
    
    ConsolidatingCayman
    
    
    Combined
    
    
    Drilling
    
    
    NHIL
    
    
    of Noble
    
    
    Adjustments
    
    
    TotalCash flows from operating activitiesNet cash from operating activities
    
    
    (6,342
    )
    
    
    (13,697
    )
    
    
    9,909
    
    
    
    (6,061
    )
    
    
    563,940
    
    
    
    
    
    
    
    547,749Cash flows from investing activitiesNew construction and capital expenditures
    
    
    
    
    
    
    (135,576
    )
    
    
    (8,886
    )
    
    
    
    
    
    
    (153,517
    )
    
    
    
    
    
    
    (297,979
    )Repayments of notes from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    192,500
    
    
    
    (192,500
    )
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash from investing activities
    
    
    
    
    
    
    (135,576
    )
    
    
    (8,886
    )
    
    
    
    
    
    
    38,983
    
    
    
    (192,500
    )
    
    
    (297,979
    )Cash flows from financing activitiesPayments of other long-term debt
    
    
    
    
    
    
    
    
    
    
    (150,000
    )
    
    
    
    
    
    
    (22,700
    )
    
    
    
    
    
    
    (172,700
    )Advances (to) from affiliates
    
    
    233,056
    
    
    
    192,119
    
    
    
    148,977
    
    
    
    6,061
    
    
    
    (580,213
    )
    
    
    
    
    
    
    Repayments of notes to affiliates
    
    
    (150,000
    )
    
    
    (42,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    192,500
    
    
    
    Repurchases of ordinary shares
    
    
    (60,867
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (60,867
    )Other
    
    
    (15,856
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,856
    )Net cash from financing activities
    
    
    6,333
    
    
    
    149,619
    
    
    
    (1,023
    )
    
    
    6,061
    
    
    
    (602,913
    )
    
    
    192,500
    
    
    
    (249,423
    )Net increase (decrease) in cash and cash equivalents
    
    
    (9
    )
    
    
    346
    
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    347Cash and cash equivalents, beginning of period
    
    
    661
    
    
    
    445
    
    
    
    26
    
    
    
    
    
    
    
    512,179
    
    
    
    
    
    
    
    513,311Cash and cash equivalents, end of period
    
    $
    652
    
    
    $
    791
    
    
    $
    26
    
    
    $
    
    
    
    $
    512,189
    
    
    $
    
    
    
    $
    513,658
  23




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##### Table of Contents



NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Three Months Ended March 31, 2008
 OtherNoble-
    
    
    NHC and NDC
    
    
    Noble
    
    
    
    
    
    
    Subsidiaries
    
    
    ConsolidatingCayman
    
    
    Combined
    
    
    Drilling
    
    
    NHIL
    
    
    of Noble
    
    
    Adjustments
    
    
    TotalCash flows from operating activitiesNet cash from operating activities
    
    
    3,150
    
    
    
    21,610
    
    
    
    (2,786
    )
    
    
    (9
    )
    
    
    470,732
    
    
    
    
    
    
    
    492,697Cash flows from investing activitiesNew construction and capital expenditures
    
    
    
    
    
    
    (134,850
    )
    
    
    (1,926
    )
    
    
    
    
    
    
    (129,693
    )
    
    
    
    
    
    
    (266,469
    )Repayments of notes from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,244
    
    
    
    (6,244
    )
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,029
    
    
    
    
    
    
    
    22,029Net cash from investing activities
    
    
    
    
    
    
    (134,850
    )
    
    
    (1,926
    )
    
    
    
    
    
    
    (101,420
    )
    
    
    (6,244
    )
    
    
    (244,440
    )Cash flows from financing activitiesPayments on bank credit facilities
    
    
    (50,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50,000
    )Payments of other long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,516
    )
    
    
    
    
    
    
    (2,516
    )Advances (to) from affiliates
    
    
    72,926
    
    
    
    119,755
    
    
    
    4,706
    
    
    
    9
    
    
    
    (197,396
    )
    
    
    
    
    
    
    Repayments of notes to affiliates
    
    
    
    
    
    
    (6,244
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,244
    
    
    
    Repurchases of ordinary shares
    
    
    (26,571
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,571
    )Other
    
    
    (10,631
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,631
    )Net cash from financing activities
    
    
    (14,276
    )
    
    
    113,511
    
    
    
    4,706
    
    
    
    9
    
    
    
    (199,912
    )
    
    
    6,244
    
    
    
    (89,718
    )Net increase (decrease) in cash and cash equivalents
    
    
    (11,126
    )
    
    
    271
    
    
    
    (6
    )
    
    
    
    
    
    
    169,400
    
    
    
    
    
    
    
    158,539Cash and cash equivalents, beginning of period
    
    
    12,544
    
    
    
    
    
    
    
    73
    
    
    
    
    
    
    
    148,441
    
    
    
    
    
    
    
    161,058Cash and cash equivalents, end of period
    
    $
    1,418
    
    
    $
    271
    
    
    $
    67
    
    
    $
    
    
    
    $
    317,841
    
    
    $
    
    
    
    $
    319,597
  24




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##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  Forward-Looking Statements
  Consummation of Migration
     25




---



##### Table of Contents



Executive Overview
  Economic Outlook
       Results and Strategy
   26




---



##### Table of Contents




    
    construction continued on one F&G JU-2000E enhanced premium independent leg cantilevered
jackup, the Noble Scott Marks, which is being constructed in China and is scheduled for
delivery in the second quarter of 2009;
 
    
    construction continued on three newbuild ultra-deepwater semisubmersibles, the Noble
Danny Adkinsand the Noble Dave Beard, which are scheduled for delivery in the fourth
quarter of 2009, and the Noble Jim Day, which is scheduled for delivery in the second
quarter of 2010; and
 
    
    construction continued on one dynamically positioned, ultra-deepwater, harsh environment
Globetrotter-class drillship, which is scheduled to be delivered in the second half of
2011.
  Noble David Tinsley,
  27




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##### Table of Contents



Contract Drilling Services Backlog
  Year Ending December 31,Total
    
    
    2009 (1)
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013-2017(In thousands)Contract Drilling Services BacklogSemisubmersibles/Drillships (2)
    
    $
    8,522
    
    
    $
    1,325
    
    
    $
    2,014
    
    
    $
    1,657
    
    
    $
    1,185
    
    
    $
    2,341Jackups/Submersibles (3)
    
    
    2,036
    
    
    
    1,302
    
    
    
    559
    
    
    
    174
    
    
    
    1
    
    
    
    Total (4) (5)
    
    $
    10,558
    
    
    $
    2,627
    
    
    $
    2,573
    
    
    $
    1,831
    
    
    $
    1,186
    
    
    $
    2,341Percent of AvailableOperating Days Committed (6)
    
    
    
    
    
    
    73
    %
    
    
    41
    %
    
    
    24
    %
    
    
    13
    %
    
    
    7
    %
 (1)
    
    Represents a nine-month period beginning April 1, 2009.(2)
    
    Our drilling contracts with Petrobras provide an opportunity for us to earn performance
bonuses based on downtime experienced for our rigs operating offshore Brazil. With respect to
our semisubmersibles operating offshore Brazil, we have included in our backlog an amount
equal to 75 percent of potential performance bonuses for such semisubmersibles, which amount
is based on and generally consistent with our historical earnings of performance bonuses for
these rigs. With respect to our drillships operating offshore Brazil, we (a) have not
included in our backlog any performance bonuses for periods prior to the commencement of
certain upgrade projects planned for 2010 and 2011, which projects are designed to enhance the
reliability and operational performance of our drillships, and (b) have included in our
backlog an amount equal to 75 percent of potential performance bonuses for periods after the
estimated completion of such upgrade projects. Our backlog for semisubmersibles/drillships
includes approximately $370 million attributable to these performance bonuses.(3)
    
    Our drilling contracts with Pemex Exploracion y Produccion (Pemex) for certain jackups
operating offshore in Mexico are subject to price review and adjustment of the rig dayrate.
Presently, contracts for five jackups have dayrates indexed to the world average of the
highest dayrates published by ODS-Petrodata. After an initial firm dayrate period, the
dayrates are generally adjusted quarterly based on formulas calculated from the index. Our
contract drilling services backlog has been calculated using the March 31, 2009 index-based
dayrates for periods subsequent to the initial firm dayrate period.(4)
    
    Pemex has the ability to cancel its drilling contracts on 30 days or less notice without
Pemexs making an early termination payment. We currently have 13 rigs contracted to Pemex in
Mexico, and our backlog includes approximately $1.2 billion related to such contracts at March
31, 2009.(5)
    
    The Noble Scott Marksmust be provided by September 30, 2009 or our customer has the right to
terminate the contract. The Noble Danny Adkinsmust be delivered from the shipyard by July
30, 2009 or the customer has the right to terminate the contract. The drilling contract for
the Noble Jim Daycontains a termination right in the event the rig is not ready to commence
operations by December 31, 2010. The drilling contract for the Noble Dave Beardgives the
customer the right to terminate the contract if the rig did not commence operations by
December 2008 and also gives the customer the right to apply a penalty for delay beyond the
date upon which it had the right to cancel. The customer has not cancelled the contract or
applied the penalty. We continue to discuss an extension for commencement and a reduction in
penalty for this rig and believe we will come to an accommodation with the client that is
acceptable to us.(6)
    
    Percentages take into account additional capacity from the estimated dates of deployment of
our newbuild rigs that are scheduled to commence operations during 2009 through 2011.    28




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Internal Investigation
       29




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##### Table of Contents



Results of Operations
 For the Three Months Ended March 31, 2009 and 2008
  General
  Rig Utilization, Operating Days and Average Dayrates
  Average Rig
    
    
    Operating
    
    
    AverageUtilization (1)
    
    
    Days (2)
    
    
    DayratesThree Months Ended
    
    
    Three Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    % Change
    
    
    2009
    
    
    2008
    
    
    % ChangeJackups
    
    
    86
    %
    
    
    97
    %
    
    
    3,242
    
    
    
    3,601
    
    
    
    -10
    %
    
    $
    158,359
    
    
    $
    145,337
    
    
    
    9
    %Semisubmersibles> 6000 (3)
    
    
    100
    %
    
    
    100
    %
    
    
    630
    
    
    
    637
    
    
    
    -1
    %
    
    
    369,988
    
    
    
    291,924
    
    
    
    27
    %Semisubmersibles< 6000 (4)
    
    
    100
    %
    
    
    100
    %
    
    
    270
    
    
    
    273
    
    
    
    -1
    %
    
    
    246,118
    
    
    
    201,699
    
    
    
    22
    %Drillships
    
    
    62
    %
    
    
    67
    %
    
    
    168
    
    
    
    182
    
    
    
    -8
    %
    
    
    291,854
    
    
    
    133,665
    
    
    
    118
    %Submersibles
    
    
    67
    %
    
    
    66
    %
    
    
    180
    
    
    
    179
    
    
    
    1
    %
    
    
    58,452
    
    
    
    51,274
    
    
    
    14
    %Total
    
    
    86
    %
    
    
    94
    %
    
    
    4,490
    
    
    
    4,872
    
    
    
    -8
    %
    
    $
    194,308
    
    
    $
    163,772
    
    
    
    19
    %
 
 (1)
    
    Information reflects our policy of reporting on the basis of the number of actively marketed
rigs in our fleet excluding newbuild rigs under construction.(2)
    
    Information reflects the number of days that our rigs were operating under contract.(3)
    
    These units have water depth ratings of 6,000 feet or greater.(4)
    
    These units have water depth ratings of less than 6,000 feet.  30




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##### Table of Contents



Contract Drilling Services
  Three Months EndedMarch 31,
    
    
    Change2009
    
    
    2008
    
    
    $
    
    
    %Operating revenues:Contract drilling services
    
    $
    872,397
    
    
    $
    797,834
    
    
    $
    74,563
    
    
    
    9
    %Reimbursables (1)
    
    
    16,156
    
    
    
    21,166
    
    
    
    (5,010
    )
    
    
    -24
    %Other
    
    
    127
    
    
    
    187
    
    
    
    (60
    )
    
    
    -32
    %$
    888,680
    
    
    $
    819,187
    
    
    $
    69,493
    
    
    
    8
    %Operating costs and expenses:Contract drilling services
    
    $
    240,856
    
    
    $
    235,952
    
    
    $
    4,904
    
    
    
    2
    %Reimbursables (1)
    
    
    13,589
    
    
    
    18,753
    
    
    
    (5,164
    )
    
    
    -28
    %Depreciation and amortization
    
    
    90,898
    
    
    
    80,785
    
    
    
    10,113
    
    
    
    13
    %Selling, general and administrative
    
    
    17,667
    
    
    
    19,896
    
    
    
    (2,229
    )
    
    
    -11
    %Loss on planned disposal of assets
    
    
    12,034
    
    
    
    
    
    
    
    12,034
    
    
    
    100
    %375,044
    
    
    
    355,386
    
    
    
    19,658
    
    
    
    6
    %Operating income
    
    $
    513,636
    
    
    $
    463,801
    
    
    $
    49,835
    
    
    
    11
    %
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct costs 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 Roger Eason Noble
Fri Rodli, Noble Dick Favor, Noble Don Walker, Noble Lloyd Noble Noble Tommy Craighead Noble Fri Rodli Noble
Hans Deul
 Operating Costs and Expenses. Noble Hans Deul
  31




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Noble Fri Rodli
 Other
  Three Months EndedMarch 31,
    
    
    Change2009
    
    
    2008
    
    
    $
    
    
    %Operating revenues:Labor contract drilling services
    
    $
    6,934
    
    
    $
    30,931
    
    
    $
    (23,997
    )
    
    
    -78
    %Reimbursables (1)
    
    
    522
    
    
    
    11,292
    
    
    
    (10,770
    )
    
    
    -95
    %Other
    
    
    15
    
    
    
    15
    
    
    
    
    
    
    
    -
    %$
    7,471
    
    
    $
    42,238
    
    
    $
    (34,767
    )
    
    
    -82
    %Operating costs and expenses:Labor contract drilling services
    
    $
    4,376
    
    
    $
    25,337
    
    
    $
    (20,961
    )
    
    
    -83
    %Reimbursables (1)
    
    
    494
    
    
    
    10,708
    
    
    
    (10,214
    )
    
    
    -95
    %Depreciation and amortization
    
    
    2,086
    
    
    
    2,114
    
    
    
    (28
    )
    
    
    -1
    %Selling, general and administrative
    
    
    50
    
    
    
    1,377
    
    
    
    (1,327
    )
    
    
    -96
    %7,006
    
    
    
    39,536
    
    
    
    (32,530
    )
    
    
    -82
    %Operating income
    
    $
    465
    
    
    $
    2,702
    
    
    $
    (2,237
    )
    
    
    -83
    %
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct costs as operating expenses. Changes in the amount of these reimbursables do
not have a material effect on our financial position, results of operations or cash flows. Operating Revenues. Noble Kolskaya Noble Kolskaya Noble Kolskaya
 Operating Costs and Expenses. Noble Kolskaya Noble Kolskaya
  32




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##### Table of Contents



Other Income and Expenses
 Selling, General and Administrative Expenses.
 Interest Expense.
 Interest Income and Other, net.
 Income Tax Provision.
 Liquidity and Capital Resources
 Overview
   
    
    normal recurring operating expenses;
 
    
    capital expenditures, including new construction and other expenditures;
 
    
    repurchase of, and distributions on, our shares; and
 
    
    contributions to our pension plans.
   33




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##### Table of Contents



Capital Expenditures
  Noble Danny Adkins Noble
Jim Day, Noble Dave Beard Globetrotter Noble Scott Marks Noble
Hans Deul
   Ordinary Share Repurchases and Dividends
   Contributions to Pension Plans
   34




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##### Table of Contents



Credit Facility and Long-Term Debt
       35




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New Accounting Pronouncements
 Interim Disclosures about Fair Value of Financial
Instruments,
 Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly
 Recognition and
Presentation of Other-Than-Temporary Impairments,
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
  Foreign Currency Risk
     36




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##### Table of Contents



Accounting for Derivative Instruments and Hedging Activities
 Market Risk
  
 Item 4. Controls and Procedures
    37




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  Our non-U.S. operations involve additional risks not associated with U.S. Gulf of Mexico
operations.
  
    
    terrorist acts, war and civil disturbances;
    
    seizure, nationalization or expropriation of property or equipment;
    
    foreign and U.S. monetary policy and foreign currency fluctuations and devaluations;
    
    the inability to repatriate income or capital;
    
    complications associated with repairing and replacing equipment in remote locations;
    
    piracy;
    
    import-export quotas, wage and price controls, imposition of trade barriers
and other forms of government regulation and economic conditions that are beyond our
control;
    
    regulatory or financial requirements to comply with foreign bureaucratic actions;
and
    
    changing taxation policies.
  
    
    the importing, exporting, equipping and operation of drilling units;
    
    repatriation of foreign earnings;
    
    currency exchange controls;
    
    oil and gas exploration and development;
    
    taxation of offshore earnings and earnings of expatriate personnel; and
    
    use and compensation of local employees and suppliers by foreign contractors.
  38




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##### Table of Contents



Possible
changes in tax laws could affect us or our shareholders.
     39




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Total Number of
    
    
    Maximum NumberShares Purchased
    
    
    of Shares that MayTotal Number
    
    
    Average
    
    
    as Part of Publicly
    
    
    Yet Be Purchasedof Shares
    
    
    Price Paid
    
    
    Announced Plans
    
    
    Under the PlansPeriod
    
    Purchased
    
    
    per Share
    
    
    or Programs (1)
    
    
    or Programs (1)January 2009
    
    
    244,207
    (2)
    
    $
    27.17
    (2)
    
    
    225,000
    
    
    
    18,114,891February 2009
    
    
    1,093,325
    (3)
    
    $
    26.20
    (3)
    
    
    915,000
    
    
    
    17,199,891March 2009
    
    
    591,263
    (4)
    
    $
    23.54
    (4)
    
    
    580,000
    
    
    
    16,619,891
 (1)
    
    All share purchases were made in the open market and were pursuant to the share repurchase
program which our Board of Directors authorized and adopted and that we announced on January
31, 2002. Our repurchase program has no date of expiration.(2)
    
    Includes 19,207 ordinary shares at an average price of $25.62 per share acquired by
surrender to us by employees for withholding taxes payable upon the vesting of restricted
stock. Shares repurchased pursuant to our share repurchase program were purchased at an
average share price of $27.30 per share.(3)
    
    Includes 178,325 ordinary shares at an average price of $27.80 per share acquired by
surrender to us by employees for withholding taxes payable upon the vesting of restricted
stock. Shares repurchased pursuant to our share repurchase program were purchased at an
average share price of $25.89 per share.(4)
    
    Includes 11,263 ordinary shares at an average price of $24.66 per share acquired by
surrender to us by employees for withholding taxes payable upon the vesting of restricted
stock. Shares repurchased pursuant to our share repurchase program were purchased at an
average share price of $23.52 per share. 
 Item 4. Submission of Matters to a Vote of Security Holders
 (a)
    
    A special meeting of members of Noble-Cayman was held in Houston, Texas, at
10:00 a.m., local time, on March 17, 2009 to consider the Transaction (as described in
Note 1 of Item 1, Part I, of this Quarterly Report on Form 10-Q).
 (b)
    
    Proxies were solicited by the Board of Directors of Noble-Cayman pursuant to
Regulation 14A under the U.S. Securities Exchange Act of 1934, as amended.
 (c)
    
    Out of a total of 261,643,061 ordinary shares of Noble-Cayman outstanding and
entitled to vote at the special meeting, 199,800,128 shares were present in person or
by proxy, representing a majority of the outstanding shares. One matter, the
Transaction, was voted on by members. The results of voting were as follows:
 For:        197,712,214
    
    Against:        1,830,609
    
    Abstain:        257,305
 (d)
    
    Inapplicable.
 
 Item 6. Exhibits
   40




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##### Table of Contents



SIGNATURES
  Noble Corporation
 /s/ David W. Williams

David W. Williams
    
    May 11, 2009

DateChairman, President and Chief Executive Officer
(Principal Executive Officer)/s/ Thomas L. MitchellThomas L. MitchellSenior Vice President, Chief Financial Officer, Treasurer and Controller
(Principal Financial and Accounting Officer)
 Noble Corporation
 /s/ David W. Williams

David W. Williams
    
    May 11, 2009

DatePresident and Chief Executive Officer
(Principal Executive Officer)/s/ Thomas L. MitchellThomas L. MitchellSenior Vice President, Chief Financial Officer, Treasurer and Controller
(Principal Financial and Accounting Officer)
  41




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##### Table of Contents



Index to Exhibits
 ExhibitNumber
    
    Exhibit2.1
    
    
    Agreement and Plan of Merger, Reorganization and Consolidation, dated as of
December 19, 2008, among Noble Corporation, a Swiss corporation (Noble-Swiss), Noble
Corporation, a Cayman Islands company (Noble-Cayman), and Noble Cayman Acquisition
Ltd. (filed as Exhibit 1.1 to Noble-Caymans Current Report on Form 8-K filed on
December 22, 2008 and incorporated herein by reference).2.2
    
    
    Amendment No. 1 to Agreement and Plan of Merger, Reorganization and
Consolidation, dated as of February 4, 2009, among Noble-Swiss, Noble-Cayman and Noble
Cayman Acquisition Ltd. (filed as Exhibit 2.2 to Noble-Caymans Current Report on Form
8-K filed on February 4, 2009 and incorporated herein by reference).3.1
    
    
    Articles of Association of Noble-Swiss (filed as Exhibit 3.1 to the
Noble-Swiss Current Report on Form 8-K filed on March 27, 2009 and incorporated
herein by reference).3.2
    
    
    By-laws of Noble-Swiss (filed as Exhibit 3.2 to Noble-Swiss Current Report on
Form 8-K filed on March 27, 2009 and incorporated herein by reference).3.3
    
    
    Memorandum and Articles of Association of Noble-Cayman (filed as Exhibit 3.1 to
Noble-Caymans Current Report on Form 8-K filed on March 30, 2009 and incorporated
herein by reference).4.1
    
    
    Form of Limited Consent of Noble-Cayman (filed as Exhibit 1.1 to Noble-Caymans
Current Report on Form 8-K filed on January 21, 2009 and incorporated herein by
reference).10.1
    *
    
    Form of Indemnity Agreement (filed as Exhibit 10.1 to Noble-Swiss Current
Report on Form 8-K filed on March 27, 2009 and incorporated herein by reference).10.2
    
    
    Assumption Agreement, dated as of March 26, 2009, between Noble-Swiss and
Noble-Cayman (filed as Exhibit 10.2 to the Noble-Swiss Current Report on Form 8-K filed
on March 27, 2009 and incorporated herein by reference).10.3
    *
    
    Form of Employment Agreement (filed as Exhibit 10.3 to the Noble-Swiss
Current Report on Form 8-K filed on March 27, 2009 and incorporated herein by
reference).10.4
    *
    
    Noble Drilling Corporation 2009 401(k) Savings Restoration Plan effective
January 1, 2009 (filed as Exhibit 10.31 to Noble-Caymans Annual Report on Form 10-K
for the year ended December 31, 2008 and incorporated herein by reference).10.5
    *
    
    Noble Drilling Corporation Retirement Restoration Plan dated December 29,
2008, effective January 1, 2009 (filed as Exhibit 10.32 to Noble-Caymans Annual Report
on Form 10-K for the year ended December 31, 2008 and incorporated herein by
reference).10.6
    *
    
    Noble Corporation Summary of Directors Compensation (filed as Exhibit 10.33
to Noble-Caymans Annual Report on Form 10-K for the year ended December 31, 2008 and
incorporated herein by reference).10.7
    *
    
    Form of Noble Corporation Performance-Vested Restricted Stock Agreement under
the Noble Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit
10.34 to Noble-Caymans Annual Report on Form 10-K for the year ended December 31, 2008
and incorporated herein by reference).
  42




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##### Table of Contents



ExhibitNumber
    
    Exhibit10.8
    *
    
    Form of Noble Corporation Time-Vested Restricted Stock Agreement under the
Noble Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.35
to Noble-Caymans Annual Report on Form 10-K for the year ended December 31,
2008 and incorporated herein by reference).10.9
    *
    
    Form of Noble Corporation Nonqualified Stock Option Agreement under the Noble
Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.36 to
Noble-Caymans Annual Report on Form 10-K for the year ended December 31, 2008 and
incorporated herein by reference).10.10
    *
    
    Form of Noble Corporation Restricted Stock Agreement under the Amended and Restated
Noble Corporation 1992 Nonqualified Stock Option and Share Plan for Non-Employee
Directors (filed as Exhibit 10.37 to Noble-Caymans Annual Report on Form 10-K for the
year ended December 31, 2008 and incorporated herein by reference).31.1
    
    
    Certification of David W. Williams Pursuant to the U.S. Securities Exchange Act
of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a), for Noble-Swiss and for
Noble-Cayman.31.2
    
    
    Certification of Thomas L. Mitchell Pursuant to the U.S. Securities Exchange
Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a), for Noble-Swiss and for
Noble-Cayman.32.1
    +
    
    Certification of David W. Williams Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Noble-Swiss and
for Noble-Cayman.32.2
    +
    
    Certification of Thomas L. Mitchell Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Noble-Swiss and
for Noble-Cayman.
 
 *
    
    Management contract or compensatory plan or arrangement required to be filed as an
exhibit hereto.+
    
    Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.  43