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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 001-31306
 NOBLE CORPORATION
 (Exact name of registrant as specified in its charter)
 Cayman Islands
    
    98-0366361(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. employer identification number)
 13135 South Dairy Ashford, Suite 800, Sugar Land, Texas 77478  (Address of principal executive offices) (Zip Code)
 (281) 276-6100
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredOrdinary Shares, Par Value $.10 Per Share
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:  None
 þ o
 o þ
 þ o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS
 PAGEPART IItem 1. Business
    
    
    2Item 1A. Risk Factors
    
    
    7Item 1B. Unresolved Staff Comments
    
    
    13Item 2. Properties
    
    
    14Item 3. Legal Proceedings
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    18PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    18Item 6. Selected Financial Data
    
    
    21Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    22Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    39Item 8. Financial Statements and Supplementary Data
    
    
    41Item 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
    
    
    93Item 9A. Controls and Procedures
    
    
    93Item 9B. Other Information
    
    
    93PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    94Item 11. Executive Compensation
    
    
    95Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    95Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    95Item 14. Principal Accounting Fees and Services
    
    
    95PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    95SIGNATURES
    
    
    96Exhibit 10.26Exhibit 10.27Exhibit 10.28Exhibit 10.29Exhibit 10.30Exhibit 10.31Exhibit 10.32Exhibit 10.33Exhibit 10.34Exhibit 10.35Exhibit 10.36Exhibit 10.37Exhibit 10.38Exhibit 10.39Exhibit 10.40Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   1




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PART I
 
 ITEM 1. BUSINESS.
 GENERAL
 Globetrotter
  PROPOSED TRANSACTION
  BUSINESS STRATEGY
  
    
    we took delivery of our newbuild F&G JU-2000E enhanced premium independent leg
cantilevered jackup, the Noble Hans Deul, which is now operating under a long-term drilling
contract;
    
    construction continued on one F&G JU-2000E enhanced premium independent leg cantilevered
jackups, 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 Adkins,which is scheduled for delivery in the third quarter of 2009, and the Noble
Dave Beardand the Noble Jim Day, which are scheduled for delivery in the fourth quarter of
2009; and
    
    we entered into agreements for the construction of a new, dynamically positioned,
ultra-deepwater, harsh environment Globetrotter-class drillship, which is scheduled to be
delivered in the second half of 2011.
   2




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Globetrotter
 Noble Scott Marks Noble Danny
Adkins Noble Jim Day Noble Dave Beard
     BUSINESS DEVELOPMENT DURING 2008
 Noble Paul Wolff, Noble Therald Martin, Noble Roger Eason,
Noble Leo Segerius Noble Muravlenko. Noble Roger Eason, Noble Leo Segerius Noble Muravlenko,
 Noble Jim Day,
 Globetrotter Globetrotter Globetrotter-
  3




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Noble Roy Butler Noble Carl Norberg, Noble Roy Butler Noble Carl
Norberg
  DRILLING CONTRACTS
  
    
    contract duration extending over a specific period of time or a period necessary to
drill one or more wells;
    
    provisions permitting early termination of the contract by the customer (i) if the unit
is lost or destroyed or (ii) if operations are suspended for a specified period of time due
to either breakdown of equipment or force majeure events beyond our control and the
control of the customer;
    
    options to extend the contract term, generally upon advance notice to us and usually
(but not always) at mutually agreed upon rates;
    
    payment of compensation to us (generally in U.S. Dollars although some customers,
typically national oil companies, require a part of the compensation to be paid in local
currency) on a daywork basis, so that we receive a fixed amount for each day (dayrate)
that the drilling unit is operating under contract (a lower rate or no compensation is
payable during periods of equipment breakdown and repair or adverse weather or in the event
operations are interrupted by other conditions, some of which may be beyond our control);
    
    payment by us of the operating expenses of the drilling unit, including labor costs and
the cost of incidental supplies; and
    
    provisions that allow us to recover certain cost increases from certain of our
customers.
     4




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OFFSHORE DRILLING OPERATIONS
 Contract Drilling Services
  Labor Contracts
    Noble Kolskaya Noble Kolskaya
 COMPETITION
     GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS
   5




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EMPLOYEES
  FINANCIAL INFORMATION ABOUT SEGMENTS AND GEOGRAPHIC AREAS
   AVAILABLE INFORMATION
   
    
    Corporate Governance Guidelines;
    
    Audit Committee Charter;
    
    Nominating and Corporate Governance Committee Charter;
    
    Executive Compensation Committee Charter; and
    
    Code of Business Conduct and Ethics.
  6




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ITEM 1A. RISK FACTORS
 Risk Factors
   Our business depends on the level of activity in the oil and gas industry, which is
significantly affected by volatile oil and gas prices.
  
    
    the political environment of oil-producing regions, including uncertainty or instability
resulting from an outbreak or escalation of armed hostilities or acts of war or terrorism;
    
    worldwide demand for oil and gas, which is impacted by changes in the rate of economic
growth in the U.S. and other non-U.S. economies;
    
    the ability of the Organization of Petroleum Exporting Countries (OPEC) to set and
maintain production levels and pricing;
    
    the level of production in non-OPEC countries;
    
    the policies and regulations of the various governments regarding exploration and
development of their oil and gas reserves;
    
    the cost of exploring for, developing, producing and delivering oil and gas;
    
    the discovery rate of new oil and gas reserves;
    
    the rate of decline of existing and new oil and gas reserves;
    
    available pipeline and other oil and gas transportation capacity;
    
    the ability of oil and gas companies to raise capital;
    
    adverse weather conditions (such as hurricanes and monsoons) and seas;
    
    the development and exploitation of alternative fuels;
    
    tax policy; and
    
    advances in exploration, development and production technology.
 Demand for our drilling services may decrease due to events beyond our control.
   7




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The contract drilling industry is a highly competitive and cyclical business with intense
price competition. If we are not able to compete successfully, our profitability may be reduced.
    The recent worldwide financial and credit crisis could lead to an extended worldwide economic
recession and have a material adverse effect on our financial position, results of operations and
cash flows.
   8




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The global financial and credit crisis may have impacts on our liquidity and financial
condition that we currently cannot predict.
  Construction, conversion or upgrades of rigs are subject to risks, including delays and cost
overruns, which could have an adverse impact on our available cash resources and results of
operations.
  
    
    shortages of equipment, materials or skilled labor;
    
    work stoppages and labor disputes;
    
    unscheduled delays in the delivery of ordered materials and equipment;
    
    local customs strikes or related work slowdowns that could delay importation of
equipment or materials;
    
    weather interferences;
    
    difficulties in obtaining necessary permits or approvals or in meeting permit or
approval conditions;
    
    design and engineering problems;
    
    latent damages or deterioration to hull, equipment and machinery in excess of
engineering estimates and assumptions;
    
    unforeseen increases in the cost of equipment, labor and raw materials, particularly
steel;
    
    unanticipated actual or purported change orders;
    
    client acceptance delays;
    
    disputes with shipyards and suppliers;
    
    delays in, or inability to obtain, access to funding;
    
    shipyard failures and difficulties, including as a result of financial problems of
shipyards or their subcontractors; and
    
    failure or delay of third-party equipment vendors or service providers.
  We are subject to changes in tax laws.
   9




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We could be adversely affected by violations of applicable anti-corruption laws.
  Failure to attract and retain highly skilled personnel or an increase in personnel costs could
hurt our operations.
  We may have difficulty obtaining or maintaining insurance in the future and we cannot fully
insure against all of the risks and hazards we face.
   10




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Our business involves numerous operating hazards.
  Governmental laws and regulations, including environmental laws and regulations, may add to
our costs or limit our drilling activity.
     11




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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.
    12




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Fluctuations in exchange rates and nonconvertibility of currencies could result in losses to us.
  We are subject to litigation that could have an adverse effect on us.
  Forward-Looking Statements
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
   13




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ITEM 2. PROPERTIES.
 DRILLING FLEET
  Semisubmersibles
  
    
    five units that have been converted to Noble EVA-4000 semisubmersibles;
    
    three Friede & Goldman 9500 Enhanced Pacesetter semisubmersibles (including the Noble
Dave Beard,which is currently under construction);
    
    two Pentagone 85 semisubmersibles;
    
    two Bingo 9000 design units (the Noble Danny Adkinsand the Noble Jim Day, both of which
are under construction); and
    
    one semisubmersible capable of operating in harsh environments.
  Dynamically Positioned Drillships
 Globetrotter Noble Leo Segerius Noble Roger Eason Noble Muravlenko
 Globetrotter Globetrotter
  14




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Independent Leg Cantilevered Jackups
 Noble Scott Marks Noble Hans Deul
 Submersibles
   15




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Drilling Fleet Table
  Drilling Fleet Table
 Water
    
    
    DrillingDepth
    
    
    DepthYear Built
    
    Rating
    
    
    CapacityName
    
    Make
    
    or Rebuilt (1)
    
    (feet)
    
    
    (feet)
    
    
    Location
    
    Status (2)Semisubmersibles - 13Noble Paul Wolff
    
    Noble EVA-4000 - DP
    
    2006 R
    
    
    9,200
    
    
    
    30,000
    
    
    Brazil
    
    ActiveNoble Paul Romano
    
    Noble EVA-4000
    
    1998R/2007M
    
    
    6,000
    
    
    
    30,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Amos Runner
    
    Noble EVA-4000
    
    1999R/2008M
    
    
    8,000
    
    
    
    32,500
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Jim Thompson
    
    Noble EVA-4000
    
    1999R/2006M
    
    
    6,000
    
    
    
    30,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Max Smith
    
    Noble EVA-4000
    
    1999 R
    
    
    7,000
    
    
    
    30,000
    
    
    Mexico
    
    ActiveNoble Homer Ferrington
    
    F&G 9500 Enhanced Pacesetter
    
    2004 R
    
    
    6,000
    
    
    
    30,000
    
    
    Cote dIvorie
    
    ActiveNoble Lorris Bouzigard
    
    Pentagone 85
    
    2003 R
    
    
    4,000
    
    
    
    25,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Therald Martin
    
    Pentagone 85
    
    2004 R
    
    
    4,000
    
    
    
    25,000
    
    
    Brazil
    
    ActiveNoble Ton van Langeveld(3)
    
    Offshore Co. SCP III Mark 2
    
    2000 R
    
    
    1,500
    
    
    
    25,000
    
    
    U.K.
    
    ActiveNoble Clyde Boudreaux
    
    F&G 9500 Enhanced Pacesetter
    
    2007 R/M
    
    
    10,000
    
    
    
    35,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Dave Beard
    
    F&G 9500 Enhanced Pacesetter - DP
    
    2008 N
    
    
    10,000
    
    
    
    35,000
    
    
    China
    
    Shipyard/ContractedNoble Danny Adkins
    
    Bingo 9000 - DP
    
    2009 N
    
    
    12,000
    
    
    
    35,000
    
    
    Singapore
    
    Shipyard/ContractedNoble Jim Day
    
    Bingo 9000 - DP
    
    2009 N
    
    
    12,000
    
    
    
    35,000
    
    
    Singapore
    
    Shipyard/ContractedDynamically Positioned Drillships - 4Noble Roger Eason
    
    NAM Nedlloyd - C
    
    2005 R
    
    
    7,200
    
    
    
    25,000
    
    
    Brazil
    
    Shipyard/ContractedNoble Leo Segerius
    
    Gusto Engineering Pelican Class
    
    2002 R
    
    
    5,600
    
    
    
    20,000
    
    
    Brazil
    
    ActiveNoble Muravlenko (4)
    
    Gusto Engineering Pelican Class
    
    1997 R
    
    
    4,900
    
    
    
    20,000
    
    
    Brazil
    
    ActiveGlobetrotter(3)
    
    Globetrotter Class
    
    2011 N
    
    
    10,000
    
    
    
    30,000
    
    
    China
    
    ShipyardIndependent Leg Cantilevered Jackups - 43Noble Bill Jennings
    
    MLT Class 84 - E.R.C.
    
    1997 R
    
    
    390
    
    
    
    25,000
    
    
    Mexico
    
    ActiveNoble Eddie Paul
    
    MLT Class 84 - E.R.C.
    
    1995 R
    
    
    390
    
    
    
    25,000
    
    
    Mexico
    
    ActiveNoble Leonard Jones
    
    MLT Class 53 - E.R.C.
    
    1998 R
    
    
    390
    
    
    
    25,000
    
    
    Mexico
    
    ActiveNoble Julie Robertson (3) (5)
    
    Baker Marine Europe Class
    
    2001 R
    
    
    390
    
    
    
    25,000
    
    
    U.K.
    
    ActiveNoble Al White(3)
    
    CFEM T-2005-C
    
    2005 R
    
    
    360
    
    
    
    30,000
    
    
    The Netherlands
    
    ActiveNoble Johnnie Hoffman
    
    Baker Marine BMC 300
    
    1993 R
    
    
    300
    
    
    
    25,000
    
    
    Mexico
    
    ActiveNoble Byron Welliver (3)
    
    CFEM T-2005-C
    
    1982
    
    
    300
    
    
    
    30,000
    
    
    Denmark
    
    ActiveNoble Roy Butler (6)
    
    F&G L-780 MOD II
    
    1998 R
    
    
    300
    
    
    
    25,000
    
    
    Mexico
    
    ActiveNoble Tommy Craighead
    
    F&G L-780 MOD II
    
    2003 R
    
    
    300
    
    
    
    25,000
    
    
    Nigeria
    
    ActiveNoble Kenneth Delaney
    
    F&G L-780 MOD II
    
    1998 R
    
    
    300
    
    
    
    25,000
    
    
    Qatar
    
    ActiveNoble Percy Johns
    
    F&G L-780 MOD II
    
    1995 R
    
    
    300
    
    
    
    25,000
    
    
    Nigeria
    
    ActiveNoble George McLeod
    
    F&G L-780 MOD II
    
    1995 R
    
    
    300
    
    
    
    25,000
    
    
    India
    
    ActiveNoble Jimmy Puckett
    
    F&G L-780 MOD II
    
    2002 R
    
    
    300
    
    
    
    25,000
    
    
    Qatar
    
    ActiveNoble Gus Androes
    
    Levingston Class 111-C
    
    2004 R
    
    
    300
    
    
    
    30,000
    
    
    U.A.E.
    
    ActiveNoble Lewis Dugger
    
    Levingston Class 111-C
    
    1997 R
    
    
    300
    
    
    
    25,000
    
    
    Mexico
    
    ActiveNoble Ed Holt
    
    Levingston Class 111-C
    
    2003 R
    
    
    300
    
    
    
    25,000
    
    
    India
    
    ActiveNoble Sam Noble
    
    Levingston Class 111-C
    
    1982
    
    
    300
    
    
    
    25,000
    
    
    Mexico
    
    ActiveNoble Gene Rosser
    
    Levingston Class 111-C
    
    1996 R
    
    
    300
    
    
    
    20,000
    
    
    Mexico
    
    ActiveNoble John Sandifer
    
    Levingston Class 111-C
    
    1995 R
    
    
    300
    
    
    
    25,000
    
    
    Mexico
    
    ActiveNoble Harvey Duhaney
    
    Levingston Class 111-C
    
    2001 R
    
    
    300
    
    
    
    25,000
    
    
    Qatar
    
    ActiveNoble Mark Burns
    
    Levingston Class 111-C
    
    2005 R
    
    
    300
    
    
    
    25,000
    
    
    U.A.E.
    
    ActiveNoble Cees van Diemen
    
    Modec 300C-38
    
    2004 R
    
    
    300
    
    
    
    25,000
    
    
    U.A.E.
    
    Shipyard/ContractedNoble David Tinsley
    
    Modec 300C-38
    
    2004 R
    
    
    300
    
    
    
    25,000
    
    
    Qatar
    
    ActiveNoble Gene House
    
    Modec 300C-38
    
    1998 R
    
    
    300
    
    
    
    25,000
    
    
    Qatar
    
    ActiveNoble Charlie Yester
    
    MLT Class 116-C
    
    1980
    
    
    300
    
    
    
    25,000
    
    
    India
    
    ActiveNoble Roy Rhodes (6)
    
    MLT Class 116-C
    
    1979
    
    
    300
    
    
    
    25,000
    
    
    U.A.E.
    
    ActiveNoble Charles Copeland (7)
    
    MLT Class 82-SD-C
    
    2001 R
    
    
    280
    
    
    
    20,000
    
    
    Qatar
    
    ActiveNoble Earl Frederickson
    
    MLT Class 82-SD-C
    
    1999 R
    
    
    250
    
    
    
    20,000
    
    
    Mexico
    
    ActiveNoble Tom Jobe
    
    MLT Class 82-SD-C
    
    1982
    
    
    250
    
    
    
    25,000
    
    
    Mexico
    
    ActiveNoble Ed Noble
    
    MLT Class 82-SD-C
    
    2003 R
    
    
    250
    
    
    
    20,000
    
    
    Nigeria
    
    ActiveNoble Lloyd Noble
    
    MLT Class 82-SD-C
    
    1990 R
    
    
    250
    
    
    
    20,000
    
    
    Nigeria
    
    ActiveNoble Carl Norberg
    
    MLT Class 82-C
    
    2003 R
    
    
    250
    
    
    
    20,000
    
    
    Mexico
    
    ActiveNoble Chuck Syring
    
    MLT Class 82-C
    
    1996 R
    
    
    250
    
    
    
    20,000
    
    
    Qatar
    
    ActiveNoble George Sauvageau (3)
    
    NAM Nedlloyd-C
    
    1981
    
    
    250
    
    
    
    25,000
    
    
    The Netherlands
    
    ActiveNoble Ronald Hoope (3)
    
    MSC/CJ-46
    
    1982
    
    
    250
    
    
    
    25,000
    
    
    U.K.
    
    ActiveNoble Lynda Bossler (3)
    
    MSC/CJ-46
    
    1982
    
    
    250
    
    
    
    25,000
    
    
    The Netherlands
    
    ActiveNoble Piet van Ede (3)
    
    MSC/CJ-46
    
    1982
    
    
    250
    
    
    
    25,000
    
    
    The Netherlands
    
    ActiveNoble Dick Favor
    
    Baker Marine BMC 150
    
    2004 R
    
    
    150
    
    
    
    20,000
    
    
    U.A.E.
    
    ShipyardNoble Don Walker
    
    Baker Marine BMC 150-SD
    
    1992 R
    
    
    150
    
    
    
    20,000
    
    
    Benin
    
    ActiveDhabi II
    
    Baker Marine BMC 150
    
    2006 R
    
    
    150
    
    
    
    20,000
    
    
    U.A.E.
    
    ActiveNoble Roger Lewis (3) (8)
    
    F&G JU-2000E
    
    2007
    
    
    400
    
    
    
    30,000
    
    
    Qatar
    
    ActiveNoble Hans Deul (3)
    
    F&G JU-2000E
    
    2008
    
    
    400
    
    
    
    30,000
    
    
    U.K
    
    Shipyard/ContractedNoble Scott Marks (3)
    
    F&G JU-2000E
    
    2009 N
    
    
    400
    
    
    
    30,000
    
    
    China
    
    Shipyard/ContractedSubmersibles - 3Noble Joe Alford
    
    Pace Marine 85G
    
    2006 R
    
    
    70
    
    
    
    25,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Lester Pettus
    
    Pace Marine 85G
    
    2007 R
    
    
    70
    
    
    
    25,000
    
    
    U.S. Gulf of Mexico
    
    ActiveNoble Fri Rodli
    
    Transworld
    
    1998 R
    
    
    70
    
    
    
    25,000
    
    
    U.S. Gulf of Mexico
    
    Cold Stacked
 See footnotes on the following page.
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Footnotes to Drilling Fleet Table
 1.
    
    Rigs designated with an R were modified, refurbished or otherwise upgraded
in the year indicated by capital expenditures in an amount deemed material by
management. Rigs designated with an N are newbuilds. Rigs designated with an M
have been upgraded to the Noble NC-5SM mooring standard.2.
    
    Rigs listed as active were operating under contract as of January 8, 2009;
rigs listed as contracted have signed contracts or have letters of intent with
operators but have not begun operations; rigs listed as shipyard are in a shipyard
for construction, repair, refurbishment or upgrade; rigs listed as stacked are
idle without a contract.3.
    
    Harsh environment capability.4.
    
    We operate the unit and own an 82 percent interest in the unit through a joint
venture.5.
    
    Although designed for a water depth rating of 390 feet of water in a non-harsh
environment, the rig is currently equipped with legs adequate to drill in
approximately 200 feet of water in a harsh environment. We own the additional leg
sections required to extend the drilling depth capability to 390 feet of water.6.
    
    Although designed for a water depth rating of 300 feet of water, the rig is
currently equipped with legs adequate to drill in approximately 250 feet of water.
We own the additional leg sections required to extend the drilling depth capability
to 300 feet of water.7.
    
    Although designed for a water depth rating of 280 feet of water, the rig is
currently equipped with legs adequate to drill in approximately 250 feet of water.
We own the additional leg sections required to extend the water depth capability to
280 feet of water.8.
    
    Although designed for a water depth rating of 400 feet of water, the rig is
currently equipped with legs adequate to drill in approximately 225 feet of water.
We own the additional leg sections required to extend the drilling depth capability
to 400 feet of water.
  17




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FACILITIES
   
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
 Market for Ordinary Shares and Related Member Information
  DividendsHigh
    
    
    Low
    
    
    Declared and Paid2008Fourth quarter
    
    $
    42.96
    
    
    $
    20.62
    
    
    $
    0.04Third quarter
    
    
    65.78
    
    
    
    41.27
    
    
    
    0.04Second quarter
    
    
    67.98
    
    
    
    50.49
    
    
    
    0.79First quarter
    
    
    57.01
    
    
    
    42.11
    
    
    
    0.042007Fourth quarter
    
    $
    57.64
    
    
    $
    46.21
    
    
    $
    0.04Third quarter
    
    
    54.29
    
    
    
    43.48
    
    
    
    0.04Second quarter
    
    
    49.52
    
    
    
    39.19
    
    
    
    0.02First quarter
    
    
    40.78
    
    
    
    33.81
    
    
    
    0.02
    18




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##### Table of Contents



Purchases of Ordinary Shares
  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)October 2008
    
    
    463
    (2)
    
    $
    38.22
    (2)
    
    
    
    
    
    
    20,339,891November 2008
    
    
    151,124
    (3)
    
    
    33.54
    (3)
    
    
    100,000
    
    
    
    20,239,891December 2008
    
    
    1,900,336
    (4)
    
    
    21.16
    (4)
    
    
    1,900,000
    
    
    
    18,339,891
 
 (1)
    
    All share purchases were made in the open market pursuant to our share repurchase program
that our Board of Directors authorized and adopted and we announced on January 31, 2002. Our
share repurchase program has no date of expiration.(2)
    
    Includes 463 ordinary shares at an average price of $38.22 per share surrendered to us by
employees for withholding taxes payable upon the vesting of restricted stock.(3)
    
    Includes 51,124 ordinary shares at an average price of $40.61 per share surrendered to us by
employees for withholding taxes payable upon the vesting of restricted stock. The 100,000
shares repurchased pursuant to our share repurchase program were purchased at an average price
of $29.92 per share.(4)
    
    Includes 336 ordinary shares at an average price of $23.84 per share surrendered to us by
employees for withholding taxes payable upon the vesting of restricted stock. The 1,900,000
shares repurchased pursuant to our share repurchase program were purchased at an average price
of $21.16 per share.  19




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##### Table of Contents



Stock Performance Graph
  
 INDEXED RETURNSYears Ending December 31,Company Name / Index
    
    2003
    
    
    2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008Noble Corporation
    
    $
    100.00
    
    
    $
    139.02
    
    
    $
    197.45
    
    
    $
    213.64
    
    
    $
    317.89
    
    
    $
    126.39S&P 500 Index
    
    
    100.00
    
    
    
    110.88
    
    
    
    116.33
    
    
    
    134.70
    
    
    
    142.10
    
    
    
    89.53Dow Jones U.S. Oil Equipment & Services
    
    
    100.00
    
    
    
    135.40
    
    
    
    205.46
    
    
    
    233.14
    
    
    
    337.92
    
    
    
    137.55
    20




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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA.
  Year Ended December 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(In thousands, except per share amounts)Statement of Income DataOperating revenues
    
    $
    3,446,501
    
    
    $
    2,995,311
    
    
    $
    2,100,239
    
    
    $
    1,382,137
    
    
    $
    1,066,231Net income
    
    
    1,560,995
    
    
    
    1,206,011
    
    
    
    731,866
    
    
    
    296,696
    
    
    
    146,086Net income per share:Basic
    
    
    5.90
    
    
    
    4.52
    
    
    
    2.69
    
    
    
    1.09
    
    
    
    0.55Diluted
    
    
    5.85
    
    
    
    4.48
    
    
    
    2.66
    
    
    
    1.08
    
    
    
    0.55Balance Sheet Data (at end of period)Cash and marketable securities
    
    $
    513,311
    
    
    $
    161,058
    
    
    $
    61,710
    
    
    $
    166,302
    
    
    $
    191,578Property and equipment, net
    
    
    5,642,549
    
    
    
    4,795,916
    
    
    
    3,858,393
    
    
    
    2,999,019
    
    
    
    2,743,620Total assets
    
    
    7,102,331
    
    
    
    5,876,006
    
    
    
    4,585,914
    
    
    
    4,346,367
    
    
    
    3,307,973Long-term debt
    
    
    750,789
    
    
    
    774,182
    
    
    
    684,469
    
    
    
    1,129,325
    
    
    
    503,288Total debt (1)
    
    
    923,487
    
    
    
    784,516
    
    
    
    694,098
    
    
    
    1,138,297
    
    
    
    511,649Shareholders equity
    
    
    5,290,715
    
    
    
    4,308,322
    
    
    
    3,228,993
    
    
    
    2,731,734
    
    
    
    2,384,434Other DataNet cash from operating activities
    
    $
    1,888,192
    
    
    $
    1,414,373
    
    
    $
    988,715
    
    
    $
    529,010
    
    
    $
    332,221Net cash from investing activities
    
    
    (1,129,293
    )
    
    
    (1,223,873
    )
    
    
    (349,910
    )
    
    
    (1,147,411
    )
    
    
    (297,423
    )Net cash from financing activities
    
    
    (406,646
    )
    
    
    (91,152
    )
    
    
    (698,940
    )
    
    
    681,456
    
    
    
    (38,575
    )Capital expenditures
    
    
    1,231,321
    
    
    
    1,287,043
    
    
    
    1,122,061
    
    
    
    545,095
    
    
    
    333,989Working capital
    
    
    561,348
    
    
    
    367,419
    
    
    
    143,720
    
    
    
    263,120
    
    
    
    211,117Cash dividends declared per share (2)
    
    
    0.91
    
    
    
    0.12
    
    
    
    0.08
    
    
    
    0.05
    
    
    
    
 
 (1)
    
    Consists of Long-Term Debt and Current Maturities of Long-Term Debt.(2)
    
    In October 2004, our Board of Directors modified our then existing dividend policy and
instituted a new policy in the first quarter of 2005 for the payment of a quarterly cash
dividend. The cash dividend declared in 2008 includes a special dividend of $0.75 per share.  21




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##### Table of Contents



ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
  EXECUTIVE OVERVIEW
  
    
    operating revenues totaling $3.4 billion;
    
    net income of $1.6 billion or $5.85 per diluted share;
    
    net cash from operating activities totaling $1.9 billion;
    
    an increase in our average dayrate across our worldwide fleet to $174,506 from $139,948
in 2007;
    
    a decrease in debt to 14.9 percent of total capitalization at the end of 2008, down from
15.4 percent at the end of 2007.
       22




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##### Table of Contents




    
    we took delivery of our newbuild F&G JU-2000E enhanced premium independent leg
cantilevered jackup, the Noble Hans Deul, which is now operating under a long-term drilling
contract;
    
    construction continued on one F&G JU-2000E enhanced premium independent leg cantilevered
jackups, 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 Adkins, which is scheduled for delivery in the third quarter of 2009, and the Noble
Dave Beardand the Noble Jim Day, which are scheduled for delivery in the fourth quarter of
2009; and
    
    we entered into agreements for the construction of a new, dynamically positioned,
ultra-deepwater, harsh environment Globetrotter-class drillship, which is scheduled to be
delivered in the second half of 2011. We are continuing to evaluate the possibility of
exercising options to construct up to three additional Globetrotter-class drillships.
  PROPOSED TRANSACTION
       23




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##### Table of Contents



CONTRACT DRILLING SERVICES BACKLOG
  Year Ending December 31,Total
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013-2016(In thousands)Contract Drilling Services BacklogSemisubmersibles/Drillships (1)
    
    $
    8,894,000
    
    
    $
    1,794,000
    
    
    $
    2,016,000
    
    
    $
    1,695,000
    
    
    $
    1,167,000
    
    
    $
    2,222,000Jackups/Submersibles (2)
    
    
    2,646,000
    
    
    
    1,887,000
    
    
    
    577,000
    
    
    
    182,000
    
    
    
    
    
    
    
    Total (3)(4)
    
    $
    11,540,000
    
    
    $
    3,681,000
    
    
    $
    2,593,000
    
    
    $
    1,877,000
    
    
    $
    1,167,000
    
    
    $
    2,222,000Percent of AvailableOperating Days Committed (5)
    
    
    
    
    
    
    79
    %
    
    
    40
    %
    
    
    24
    %
    
    
    13
    %
    
    
    7
    %
 
 (1)
    
    Our drilling contracts with Petroleo Brasileiro S.A. (Petrobras) provide an opportunity for
us to earn performance bonuses based on downtime experienced for our rigs operating offshore
Brazil. With respect to our semisubmersibles 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 $335 million attributable to
these performance bonuses.(2)
    
    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 December 31, 2008 index-based
dayrates for periods subsequent to the initial firm dayrate period.(3)
    
    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 $1.5 billion related to such contracts at
December 31, 2008.(4)
    
    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. 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.(5)
    
    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.    24




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##### Table of Contents



INTERNAL INVESTIGATION
       25




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##### Table of Contents



RESULTS OF OPERATIONS
 2008 Compared to 2007
 General
  Rig Utilization, Operating Days and Average Dayrates
  Average RigUtilization(1)
    
    
    Operating Days(2)
    
    
    Average Dayrates%
    
    
    
    
    
    
    
    
    
    
    %2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeJackups
    
    
    92
    %
    
    
    97
    %
    
    
    13,879
    
    
    
    14,294
    
    
    
    -3
    %
    
    $
    148,532
    
    
    $
    120,229
    
    
    
    24
    %Semisubmersibles
>6,000(3)
    
    
    96
    %
    
    
    99
    %
    
    
    2,466
    
    
    
    2,358
    
    
    
    5
    %
    
    
    327,558
    
    
    
    274,613
    
    
    
    19
    %Semisubmersibles
<6,000(4)
    
    
    100
    %
    
    
    89
    %
    
    
    1,098
    
    
    
    971
    
    
    
    13
    %
    
    
    220,475
    
    
    
    177,790
    
    
    
    24
    %Drillships
    
    
    67
    %
    
    
    89
    %
    
    
    732
    
    
    
    970
    
    
    
    -25
    %
    
    
    201,819
    
    
    
    119,669
    
    
    
    69
    %Submersibles
    
    
    66
    %
    
    
    73
    %
    
    
    729
    
    
    
    802
    
    
    
    -9
    %
    
    
    54,106
    
    
    
    74,171
    
    
    
    -27
    %Total
    
    
    90
    %
    
    
    95
    %
    
    
    18,904
    
    
    
    19,395
    
    
    
    -3
    %
    
    $
    174,506
    
    
    $
    139,948
    
    
    
    25
    %
 
 (1)
    
    Information reflects our policy of reporting on the basis of the number of rigs in our fleet,
excluding newbuild rigs under construction.(2)
    
    Information reflects the number of days that our rigs were operating under contract.(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.  26




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##### Table of Contents



Contract Drilling Services
  Change2008
    
    
    2007
    
    
    $
    
    
    %Operating Revenues:Contract drilling services
    
    $
    3,298,850
    
    
    $
    2,714,250
    
    
    $
    584,600
    
    
    
    22
    %Reimbursables (1)
    
    
    76,099
    
    
    
    83,944
    
    
    
    (7,845
    )
    
    
    -9
    %Other
    
    
    1,275
    
    
    
    1,326
    
    
    
    (51
    )
    
    
    -4
    %$
    3,376,224
    
    
    $
    2,799,520
    
    
    $
    576,704
    
    
    
    21
    %Operating Costs and Expenses:Contract drilling services
    
    $
    1,011,882
    
    
    $
    880,049
    
    
    $
    131,833
    
    
    
    15
    %Reimbursables (1)
    
    
    65,251
    
    
    
    70,964
    
    
    
    (5,713
    )
    
    
    -8
    %Depreciation and amortization
    
    
    349,448
    
    
    
    283,225
    
    
    
    66,223
    
    
    
    23
    %Selling, general and administrative
    
    
    72,381
    
    
    
    83,695
    
    
    
    (11,314
    )
    
    
    -14
    %Hurricane losses and (recoveries), net
    
    
    10,000
    
    
    
    (3,514
    )
    
    
    13,514
    
    
    
    **1,508,962
    
    
    
    1,314,419
    
    
    
    194,543
    
    
    
    15
    %Operating Income
    
    $
    1,867,262
    
    
    $
    1,485,101
    
    
    $
    382,161
    
    
    
    26
    %
  
 (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 Roy Butler Noble George McLeod Noble Roger Eason Noble
Fri Rodli, Noble Don Walker, Noble Roy Butler Noble Carl Norberg Noble Fri Rodli Noble Don
Walker, Noble Roy Butler Noble Carl Norberg Noble Carl Norberg Noble Roy Butler Noble Don Walker Noble Clyde Boudreaux Noble Roger Lewis Noble Hans Deul
 Operating Costs and Expenses. Noble Clyde
Boudreaux, Noble Roger Lewis Noble Hans Deul
  27




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##### Table of Contents



,
   Other
  Change2008
    
    
    2007
    
    
    $
    
    
    %Operating Revenues:Labor contract drilling services
    
    $
    55,078
    
    
    $
    156,508
    
    
    $
    (101,430
    )
    
    
    -65
    %Reimbursables (1)
    
    
    14,750
    
    
    
    37,297
    
    
    
    (22,547
    )
    
    
    -60
    %Engineering, consulting and other
    
    
    449
    
    
    
    1,986
    
    
    
    (1,537
    )
    
    
    -77
    %$
    70,277
    
    
    $
    195,791
    
    
    $
    (125,514
    )
    
    
    -64
    %Operating Costs and Expenses:Labor contract drilling services
    
    $
    42,573
    
    
    $
    125,624
    
    
    $
    (83,051
    )
    
    
    -66
    %Reimbursables (1)
    
    
    14,076
    
    
    
    34,988
    
    
    
    (20,912
    )
    
    
    -60
    %Engineering, consulting and other
    
    
    
    
    
    
    17,520
    
    
    
    (17,520
    )
    
    
    -100
    %Depreciation and amortization
    
    
    7,210
    
    
    
    9,762
    
    
    
    (2,552
    )
    
    
    -26
    %Selling, general and administrative
    
    
    1,762
    
    
    
    2,136
    
    
    
    (374
    )
    
    
    -18
    %Gain on disposal of assets, net
    
    
    (36,485
    )
    
    
    
    
    
    
    (36,485
    )
    
    
    100
    %29,136
    
    
    
    190,030
    
    
    
    (160,894
    )
    
    
    -85
    %Operating Income
    
    $
    41,141
    
    
    $
    5,761
    
    
    $
    35,380
    
    
    
    614
    %
 
 (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.
The reduction in reimbursables for 2008 as compared to 2007 is due to the sale of our North
Sea labor contract drilling services business. Operating Revenues. Noble Kolskaya Noble Kolskaya
  Operating Costs and Expenses. Noble Kolskaya
  28




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##### Table of Contents



Noble
Kolskaya
  Other Income and Expenses
 Interest Expense .
 Interest income and other, net.
 Income Tax Provision.
 2007 Compared to 2006
 General
  Rig Utilization, Operating Days and Average Dayrates
  Average RigUtilization (1)
    
    
    Operating Days (2)
    
    
    Average Dayrate2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Jackups
    
    
    97
    %
    
    
    97
    %
    
    
    14,294
    
    
    
    14,147
    
    
    $
    120,229
    
    
    $
    76,450Semisubmersibles  >6,000(3)
    
    
    99
    %
    
    
    100
    %
    
    
    2,358
    
    
    
    2,190
    
    
    
    274,613
    
    
    
    229,025Semisubmersibles  <6,000(4)
    
    
    89
    %
    
    
    85
    %
    
    
    971
    
    
    
    930
    
    
    
    177,790
    
    
    
    142,522Drillships
    
    
    89
    %
    
    
    100
    %
    
    
    970
    
    
    
    1,095
    
    
    
    119,669
    
    
    
    99,795Submersibles
    
    
    73
    %
    
    
    84
    %
    
    
    802
    
    
    
    925
    
    
    
    74,171
    
    
    
    67,452Total
    
    
    95
    %
    
    
    96
    %
    
    
    19,395
    
    
    
    19,287
    
    
    $
    139,948
    
    
    $
    97,837
 
 (1)
    
    Information reflects our policy of reporting on the basis of the number of rigs in our fleet,
excluding newbuild rigs under construction.(2)
    
    Information reflects the number of days that our rigs were operating under contract.(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.  29




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##### Table of Contents



Contract Drilling Services
  Operating CostsOperating Revenues
    
    
    and Expenses2007
    
    
    2006
    
    
    2007
    
    
    2006(In thousands)Contract drilling services
    
    $
    2,714,250
    
    
    $
    1,886,987
    
    
    $
    880,049
    
    
    $
    696,264Reimbursables (1)
    
    
    83,944
    
    
    
    68,141
    
    
    
    70,964
    
    
    
    57,158Other
    
    
    1,326
    
    
    
    1,380
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    283,225
    
    
    
    248,800Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    83,695
    
    
    
    41,986Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    (3,514
    )
    
    
    (10,704
    )Total
    
    $
    2,799,520
    
    
    $
    1,956,508
    
    
    $
    1,314,419
    
    
    $
    1,033,504
 
 (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 Clyde
Boudreaux Noble Roger Lewis Noble Fri Rodli Noble Roger
Eason
 Operating Costs and Expenses. Noble Clyde Boudreaux Noble Roger Lewis Noble Roger Eason
 Noble Clyde Boudreaux
 Hurricane Losses and Recoveries.
  30




---



##### Table of Contents



Other
  Operating CostsOperating Revenues
    
    
    and Expenses2007
    
    
    2006
    
    
    2007
    
    
    2006(In thousands)Labor contract drilling services
    
    $
    156,508
    
    
    $
    111,201
    
    
    $
    125,624
    
    
    $
    91,353Engineering, consulting and other
    
    
    1,986
    
    
    
    8,317
    
    
    
    17,520
    
    
    
    16,779Reimbursables (1)
    
    
    37,297
    
    
    
    24,213
    
    
    
    34,988
    
    
    
    22,362Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    9,762
    
    
    
    4,525Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    2,136
    
    
    
    4,286Total
    
    $
    195,791
    
    
    $
    143,731
    
    
    $
    190,030
    
    
    $
    139,305
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as operating expenses. Changes in the amount of these reimbursables do
not have a material effect on our financial position, results of operations or cash flows. Operating Revenues . Noble Kolskaya
  Operating Costs and Expenses . Noble Kolskaya
  Noble Kolskaya Noble Kolskaya
  31




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##### Table of Contents



Other Items
 Selling, General and Administrative Expenses .
 Interest Expense .
 Interest income and other, net.
 Income Tax Provision .
 LIQUIDITY AND CAPITAL RESOURCES
 Overview
   
    
    normal recurring operating expenses;
    
    short-term debt service requirements;
    
    recurring capital expenditures;
    
    repurchase of, and dividends on, our ordinary shares, or if the Transaction is
completed, distributions with respect to a reduction in par value; and
    
    contributions to our pension plans.
  32




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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
  Total Number
    
    
    
    
    
    
    AverageYear Ended
    
    of Shares
    
    
    Total Cost
    
    
    Price PaidDecember 31,
    
    Purchased
    
    
    (in thousands)
    
    
    per Share2008
    
    
    7,965,109
    
    
    $
    331,514
    
    
    $
    41.622007
    
    
    4,219,000
    
    
    
    178,494
    
    
    
    42.312006
    
    
    7,600,000
    
    
    
    267,021
    
    
    
    35.13
    33




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##### Table of Contents



Contributions to Pension Plans
  Credit Facility and Long-Term Debt
      34




---



##### Table of Contents



Summary of Contractual Cash Obligations and Commitments
 The following table summarizes our contractual cash obligations and commitments at December
31, 2008 (in thousands):
 Payments Due by PeriodTotal
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    ThereafterContractual Cash ObligationsLong-term debt obligations
(including current maturities)
    
    $
    923,487
    
    
    $
    172,698
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    299,837
    
    
    $
    450,952Interest payments
    
    
    330,515
    
    
    
    53,410
    
    
    
    51,190
    
    
    
    51,190
    
    
    
    51,190
    
    
    
    40,908
    
    
    
    82,627Operating leases
    
    
    22,108
    
    
    
    7,764
    
    
    
    6,046
    
    
    
    3,059
    
    
    
    477
    
    
    
    228
    
    
    
    4,534Pension plan contributions (1)
    
    
    11,687
    
    
    
    6,699
    
    
    
    267
    
    
    
    766
    
    
    
    284
    
    
    
    413
    
    
    
    3,258Purchase commitments
    
    
    1,222,875
    
    
    
    824,848
    
    
    
    255,794
    
    
    
    142,233
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    2,510,672
    
    
    $
    1,065,419
    
    
    $
    313,297
    
    
    $
    197,248
    
    
    $
    51,951
    
    
    $
    341,386
    
    
    $
    541,371
 
 (1)
    
    Pension plan contributions are estimated by third-party actuaries for defined benefit plan
funding in 2009 and estimated future benefit payments beginning in 2010 for the unfunded
nonqualified excess benefit plan. Estimates of minimum funding for our qualified benefit plan
beyond the 2009 plan year are not available.  35




---



##### Table of Contents



Amount of Commitment Expiration per PeriodTotal
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    ThereafterOther Commercial CommitmentsLetters of credit
    
    $
    150,223
    
    
    $
    137,099
    
    
    $
    7,570
    
    
    $
    5,554
    
    
    $
    
    
    
    $
    
    
    
    $
    Surety bonds
    
    
    301,282
    
    
    
    133,692
    
    
    
    41,182
    
    
    
    107,167
    
    
    
    19,241
    
    
    
    
    
    
    
    Total commercial commitments
    
    $
    451,505
    
    
    $
    270,791
    
    
    $
    48,752
    
    
    $
    112,721
    
    
    $
    19,241
    
    
    $
    
    
    
    $
    
 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Property and Equipment
    Impairment of Assets
 Goodwill and Other Intangible Assets
   36




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##### Table of Contents



Insurance Reserves
   Pension and other employee benefit plans
 Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)
 Revenue Recognition
  Income Taxes
  Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
  37




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##### Table of Contents



Share-Based Compensation
 Share-Based Payment
  New Accounting Pronouncements
 Noncontrolling Interests in Consolidated
Financial Statements  An Amendment of ARB No. 51
 Business Combinations
 
    
    transaction costs will generally be expensed as incurred;
    
    contingent consideration will be recognized at fair value on the acquisition date;
    
    acquired contingent liabilities will be recorded at fair value at the acquisition date
and subsequently measured at either the higher of such amount or the amount determined
under existing guidance for non-acquired contingencies;
    
    fair value of the purchase price, including the issuance of equity securities, will be
determined on the acquisition date (closing) instead of announcement date;
    
    restructuring costs associated with a business combination will generally be expensed
subsequent to the acquisition date; and
    
    changes in deferred tax asset valuation allowances and income tax uncertainties after
the acquisition date generally will affect income tax expense.
   38




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##### Table of Contents



Disclosures about Derivative Instruments and
Hedging Activities
 The Hierarchy of Generally Accepted Accounting
Principles
 Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities
 Determining the Fair Value of a Financial
Asset When the Market for That Asset Is Not Active
 Employers Disclosures about
Postretirement Benefit Plan Assets
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  Interest Rate Risk
  Foreign Currency Risk
   39




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##### Table of Contents



Accounting for
Derivative Instruments and Hedging Activities
 Market Risk
   40




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  PageReport of Independent Registered Public Accounting Firm
    
    
    42Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    
    43Consolidated Statements of Income for the Years Ended
December 31, 2008, 2007 and 2006
    
    
    44Consolidated Statements of Cash Flows for the Years Ended
December 31, 2008, 2007 and 2006
    
    
    45Consolidated Statements of Shareholders Equity for the Years Ended
December 31, 2008, 2007 and 2006
    
    
    46Consolidated Statements of Comprehensive Income for the Years Ended
December 31, 2008, 2007 and 2006
    
    
    47Notes to Consolidated Financial Statements
    
    
    48
  41




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Internal Control  Integrated Framework
     
  42




---



##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
  December 31,2008
    
    
    2007ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    513,311
    
    
    $
    161,058Accounts receivable
    
    
    644,840
    
    
    
    613,115Insurance receivables
    
    
    13,516
    
    
    
    39,066Prepaid expenses
    
    
    21,207
    
    
    
    20,721Other current assets
    
    
    47,467
    
    
    
    26,231Total current assets
    
    
    1,240,341
    
    
    
    860,191PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    7,423,440
    
    
    
    6,354,782Other
    
    
    105,340
    
    
    
    80,1697,528,780
    
    
    
    6,434,951Accumulated depreciation
    
    
    (1,886,231
    )
    
    
    (1,639,035
    )5,642,549
    
    
    
    4,795,916OTHER ASSETS
    
    
    219,441
    
    
    
    219,899$
    7,102,331
    
    
    $
    5,876,006LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    172,698
    
    
    $
    10,334Accounts payable
    
    
    259,107
    
    
    
    198,395Accrued payroll and related costs
    
    
    75,449
    
    
    
    115,914Taxes payable
    
    
    107,211
    
    
    
    85,641Interest payable
    
    
    11,325
    
    
    
    9,951Other current liabilities
    
    
    53,203
    
    
    
    72,537Total current liabilities
    
    
    678,993
    
    
    
    492,772LONG-TERM DEBT
    
    
    750,789
    
    
    
    774,182DEFERRED INCOME TAXES
    
    
    265,018
    
    
    
    240,621OTHER LIABILITIES
    
    
    121,284
    
    
    
    65,7051,816,084
    
    
    
    1,573,280COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    (4,468
    )
    
    
    (5,596
    )SHAREHOLDERS EQUITYOrdinary shares-par value $0.10 per share; 400,000 shares authorized;
261,899 and 268,223 shares issued and outstanding at December 31,
2008 and 2007, respectively
    
    
    26,190
    
    
    
    26,822Capital in excess of par value
    
    
    402,115
    
    
    
    683,697Retained earnings
    
    
    4,919,667
    
    
    
    3,602,870Accumulated other comprehensive loss
    
    
    (57,257
    )
    
    
    (5,067
    )5,290,715
    
    
    
    4,308,322$
    7,102,331
    
    
    $
    5,876,006
   43




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
  Year Ended December 31,2008
    
    
    2007
    
    
    2006OPERATING REVENUESContract drilling services
    
    $
    3,298,850
    
    
    $
    2,714,250
    
    
    $
    1,886,987Reimbursables
    
    
    90,849
    
    
    
    121,241
    
    
    
    92,354Labor contract drilling services
    
    
    55,078
    
    
    
    156,508
    
    
    
    111,201Engineering, consulting and other
    
    
    1,724
    
    
    
    3,312
    
    
    
    9,6973,446,501
    
    
    
    2,995,311
    
    
    
    2,100,239OPERATING COSTS AND EXPENSESContract drilling services
    
    
    1,011,882
    
    
    
    880,049
    
    
    
    696,264Reimbursables
    
    
    79,327
    
    
    
    105,952
    
    
    
    79,520Labor contract drilling services
    
    
    42,573
    
    
    
    125,624
    
    
    
    91,353Engineering, consulting and other
    
    
    
    
    
    
    17,520
    
    
    
    16,779Depreciation and amortization
    
    
    356,658
    
    
    
    292,987
    
    
    
    253,325Selling, general and administrative
    
    
    74,143
    
    
    
    85,831
    
    
    
    46,272Hurricane losses and (recoveries), net
    
    
    10,000
    
    
    
    (3,514
    )
    
    
    (10,704
    )Gain on disposal of assets, net
    
    
    (36,485
    )
    
    
    
    
    
    
    1,538,098
    
    
    
    1,504,449
    
    
    
    1,172,809OPERATING INCOME
    
    
    1,908,403
    
    
    
    1,490,862
    
    
    
    927,430OTHER INCOME (EXPENSE)Interest expense, net of amounts capitalized
    
    
    (4,388
    )
    
    
    (13,111
    )
    
    
    (16,167
    )Interest income and other, net
    
    
    8,443
    
    
    
    11,151
    
    
    
    10,024INCOME BEFORE INCOME TAXES
    
    
    1,912,458
    
    
    
    1,488,902
    
    
    
    921,287INCOME TAX PROVISION
    
    
    (351,463
    )
    
    
    (282,891
    )
    
    
    (189,421
    )NET INCOME
    
    $
    1,560,995
    
    
    $
    1,206,011
    
    
    $
    731,866NET INCOME PER SHARE:Basic
    
    $
    5.90
    
    
    $
    4.52
    
    
    $
    2.69Diluted
    
    $
    5.85
    
    
    $
    4.48
    
    
    $
    2.66DIVIDENDS PER SHARE
    
    $
    0.91
    
    
    $
    0.12
    
    
    $
    0.08WEIGHTED-AVERAGE SHARES OUTSTANDING:Basic
    
    
    264,782
    
    
    
    266,700
    
    
    
    271,834Diluted
    
    
    266,805
    
    
    
    269,330
    
    
    
    274,756
   44




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2008
    
    
    2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    1,560,995
    
    
    $
    1,206,011
    
    
    $
    731,866Adjustments to reconcile net income to net cash from operating
activities:Depreciation and amortization
    
    
    356,658
    
    
    
    292,987
    
    
    
    253,325Impairment loss on assets
    
    
    
    
    
    
    10,189
    
    
    
    4,849Hurricane losses and recoveries, net
    
    
    10,000
    
    
    
    (3,514
    )
    
    
    (10,704
    )Deferred income tax provision
    
    
    51,026
    
    
    
    20,509
    
    
    
    4,137Share-based compensation expense
    
    
    35,899
    
    
    
    34,681
    
    
    
    21,560Pension contributions
    
    
    (21,439
    )
    
    
    (54,233
    )
    
    
    (19,928
    )Gain on disposal of assets, net
    
    
    (36,485
    )
    
    
    
    
    
    
    Other, net
    
    
    (1,370
    )
    
    
    56,027
    
    
    
    24,406Other changes in current assets and liabilities:Accounts receivable
    
    
    (31,725
    )
    
    
    (204,874
    )
    
    
    (131,014
    )Other current assets
    
    
    (18,237
    )
    
    
    23,276
    
    
    
    (13,688
    )Accounts payable
    
    
    2,490
    
    
    
    (25,671
    )
    
    
    53,746Other current liabilities
    
    
    (19,620
    )
    
    
    58,985
    
    
    
    70,160Net cash from operating activities
    
    
    1,888,192
    
    
    
    1,414,373
    
    
    
    988,715CASH FLOWS FROM INVESTING ACTIVITIESNew construction
    
    
    (799,736
    )
    
    
    (754,967
    )
    
    
    (670,951
    )Other capital expenditures
    
    
    (323,955
    )
    
    
    (423,657
    )
    
    
    (382,093
    )Major maintenance expenditures
    
    
    (107,630
    )
    
    
    (108,419
    )
    
    
    (69,017
    )Accrued capital expenditures
    
    
    40,830
    
    
    
    45,260
    
    
    
    31,100Hurricane insurance receivables
    
    
    21,747
    
    
    
    
    
    
    
    Proceeds from disposal of assets
    
    
    39,451
    
    
    
    7,910
    
    
    
    3,788Proceeds from sale of business unit
    
    
    
    
    
    
    10,000
    
    
    
    Proceeds from Smedvig disposition
    
    
    
    
    
    
    
    
    
    
    691,261Proceeds from sales and maturities of marketable securities
    
    
    
    
    
    
    
    
    
    
    46,002Net cash from investing activities
    
    
    (1,129,293
    )
    
    
    (1,223,873
    )
    
    
    (349,910
    )CASH FLOWS FROM FINANCING ACTIVITIESShort-term debt borrowing
    
    
    
    
    
    
    685,000
    
    
    
    Short-term debt payment
    
    
    
    
    
    
    (685,000
    )
    
    
    Borrowings on bank credit facilities
    
    
    30,000
    
    
    
    220,000
    
    
    
    Payments on bank credit facilities
    
    
    (130,000
    )
    
    
    (120,000
    )
    
    
    (135,000
    )Payments of other long-term debt
    
    
    (10,335
    )
    
    
    (9,630
    )
    
    
    (608,970
    )Net proceeds from employee stock transactions
    
    
    9,304
    
    
    
    38,995
    
    
    
    21,186Tax benefit of employee stock transactions
    
    
    3,467
    
    
    
    7,477
    
    
    
    Proceeds from issuance of senior notes, net of debt issuance costs
    
    
    249,238
    
    
    
    
    
    
    
    295,801Dividends paid
    
    
    (244,198
    )
    
    
    (32,197
    )
    
    
    (21,825
    )Repurchases of ordinary shares
    
    
    (314,122
    )
    
    
    (195,797
    )
    
    
    (250,132
    )Net cash from financing activities
    
    
    (406,646
    )
    
    
    (91,152
    )
    
    
    (698,940
    )NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
    
    
    352,253
    
    
    
    99,348
    
    
    
    (60,135
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    161,058
    
    
    
    61,710
    
    
    
    121,845CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    513,311
    
    
    $
    161,058
    
    
    $
    61,710
   45




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
  Restricted
    
    
    AccumulatedCapital
    
    
    
    
    
    
    Stock
    
    
    Other
    
    
    TotalOrdinary
    
    
    in Excess
    
    
    Retained
    
    
    (Unearned
    
    
    Comprehensive
    
    
    ShareholdersShares
    
    
    Par Value
    
    
    of Par Value
    
    
    Earnings
    
    
    Compensation)
    
    
    Loss
    
    
    EquityBalance at January 1, 2006
    
    
    274,018
    
    
    $
    27,402
    
    
    $
    1,010,769
    
    
    $
    1,736,015
    
    
    $
    (17,099
    )
    
    $
    (25,353
    )
    
    $
    2,731,734Share-based compensationAdoption of SFAS No. 123(R)
    
    
    
    
    
    
    
    
    
    
    (17,099
    )
    
    
    
    
    
    
    17,099
    
    
    
    
    
    
    
    Share-based compensation
    
    
    1,322
    
    
    
    132
    
    
    
    22,169
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,301Contribution to employee
benefit plans
    
    
    152
    
    
    
    16
    
    
    
    5,676
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,692Exercise of stock options
    
    
    1,506
    
    
    
    150
    
    
    
    23,323
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,473Restricted shares surrendered for
withholding taxes or forfeited
    
    
    (202
    )
    
    
    (20
    )
    
    
    (2,267
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,287
    )Repurchases of ordinary shares
    
    
    (7,612
    )
    
    
    (762
    )
    
    
    (266,676
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (267,438
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    731,866
    
    
    
    
    
    
    
    
    
    
    
    731,866Dividends paid ($0.08 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,825
    )
    
    
    
    
    
    
    
    
    
    
    (21,825
    )Adoption of SFAS No. 158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,240
    )
    
    
    (24,240
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,717
    
    
    
    29,717Balance at December 31, 2006
    
    
    269,184
    
    
    $
    26,918
    
    
    $
    775,895
    
    
    $
    2,446,056
    
    
    $
    
    
    
    $
    (19,876
    )
    
    $
    3,228,993Share-based compensationShare-based compensation
    
    
    1,300
    
    
    
    130
    
    
    
    35,818
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,948Contribution to employee
benefit plans
    
    
    90
    
    
    
    9
    
    
    
    3,769
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,778Exercise of stock options
    
    
    2,592
    
    
    
    259
    
    
    
    47,066
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,325Tax benefit of stock options
exercised
    
    
    
    
    
    
    
    
    
    
    7,477
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,477Restricted shares surrendered for
withholding taxes or forfeited
    
    
    (724
    )
    
    
    (72
    )
    
    
    (8,258
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,330
    )Repurchases of ordinary shares
    
    
    (4,219
    )
    
    
    (422
    )
    
    
    (178,070
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (178,492
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,206,011
    
    
    
    
    
    
    
    
    
    
    
    1,206,011Dividends paid ($0.12 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (32,197
    )
    
    
    
    
    
    
    
    
    
    
    (32,197
    )Adoption of FIN 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,000
    )
    
    
    
    
    
    
    
    
    
    
    (17,000
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,809
    
    
    
    14,809Balance at December 31, 2007
    
    
    268,223
    
    
    $
    26,822
    
    
    $
    683,697
    
    
    $
    3,602,870
    
    
    $
    
    
    
    $
    (5,067
    )
    
    $
    4,308,322Share-based compensationShare-based compensation
    
    
    1,176
    
    
    
    117
    
    
    
    35,782
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,899Contribution to employee
benefit plans
    
    
    10
    
    
    
    1
    
    
    
    629
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    630Exercise of stock options
    
    
    1,008
    
    
    
    102
    
    
    
    19,339
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,441Tax benefit of stock options
exercised
    
    
    
    
    
    
    
    
    
    
    3,467
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,467Restricted shares surrendered for
withholding taxes or forfeited
    
    
    (553
    )
    
    
    (56
    )
    
    
    (10,081
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,137
    )Repurchases of ordinary shares
    
    
    (7,965
    )
    
    
    (796
    )
    
    
    (330,718
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (331,514
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,560,995
    
    
    
    
    
    
    
    
    
    
    
    1,560,995Dividends paid ($0.91 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (244,198
    )
    
    
    
    
    
    
    
    
    
    
    (244,198
    )Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (52,190
    )
    
    
    (52,190
    )Balance at December 31, 2008
    
    
    261,899
    
    
    $
    26,190
    
    
    $
    402,115
    
    
    $
    4,919,667
    
    
    $
    
    
    
    $
    (57,257
    )
    
    $
    5,290,715
   46




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
  Year Ended December 31,2008
    
    
    2007
    
    
    2006NET INCOME
    
    $
    1,560,995
    
    
    $
    1,206,011
    
    
    $
    731,866OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:Foreign currency translation adjustments
    
    
    (19,095
    )
    
    
    3,664
    
    
    
    2,591Unrealized holding gain on securities
    
    
    
    
    
    
    
    
    
    
    20,003Gain (loss) on foreign currency forward contracts
    
    
    (2,219
    )
    
    
    (998
    )
    
    
    4,614Unrealized loss on interest rate swaps
    
    
    
    
    
    
    
    
    
    
    2,509Net pension plan gain (loss) (net of tax benefit of $16,360 in 2008
and tax provision of $5,458 in 2007)
    
    
    (31,806
    )
    
    
    10,479
    
    
    
    Amortization of deferred pension plan amounts (net of tax
provision of $413 in 2008 and $770 in 2007)
    
    
    930
    
    
    
    1,664
    
    
    
    Other comprehensive income (loss)
    
    
    (52,190
    )
    
    
    14,809
    
    
    
    29,717COMPREHENSIVE INCOME
    
    $
    1,508,805
    
    
    $
    1,220,820
    
    
    $
    761,583
   47




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 1  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 Organization and Business
 Globetrotter
 Proposed Transaction
   Stock Split
 two-for-one stock split
    48




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Principles of Consolidation
  Foreign Currency Translation
  Cash and Cash Equivalents
   Investments in Marketable Securities
 Accounting for Certain Investments in Debt and Equity Securities
 Property and Equipment
   49




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       Goodwill
 Goodwill and Other
Intangible Assets
     50




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Deferred Costs
  Insurance Reserves
   Revenue Recognition
    Income Taxes
    51




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Net Income per Share
  Share-Based Compensation Plans
 Share-Based Payment
 Certain Significant Estimates
  Accounting Pronouncements
    52




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Noncontrolling Interests in Consolidated
Financial Statements  An Amendment of ARB No. 51
 Business Combinations
 
    
    transaction costs will generally be expensed as incurred;
 
    
    contingent consideration will be recognized at fair value on the acquisition date;
 
    
    acquired contingent liabilities will be recorded at fair value at the acquisition date
and subsequently measured at either the higher of such amount or the amount determined
under existing guidance for non-acquired contingencies;
 
    
    fair value of the purchase price, including the issuance of equity securities, will be
determined on the acquisition date (closing) instead of announcement date;
 
    
    restructuring costs associated with a business combination will generally be expensed
subsequent to the acquisition date; and
 
    
    changes in deferred tax asset valuation allowances and income tax uncertainties after
the acquisition date generally will affect income tax expense.
  Disclosures about Derivative Instruments and
Hedging Activities
  53




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  The Hierarchy of Generally Accepted Accounting
Principles
 Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities
 Determining the Fair Value of a Financial
Asset When the Market for That Asset Is Not Active
 Employers Disclosures about
Postretirement Benefit Plan Assets
 Reclassifications
   54




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 2  NET INCOME PER SHARE
  Year Ended December 31,2008
    
    
    2007
    
    
    2006Weighted-average shares  basic
    
    
    264,782
    
    
    
    266,700
    
    
    
    271,834Effect of potentially dilutive shares:Stock options and awards
    
    
    2,023
    
    
    
    2,630
    
    
    
    2,922Weighted-average shares  diluted
    
    
    266,805
    
    
    
    269,330
    
    
    
    274,756Net income  basic and diluted
    
    $
    1,560,995
    
    
    $
    1,206,011
    
    
    $
    731,866Net income per share:Basic
    
    $
    5.90
    
    
    $
    4.52
    
    
    $
    2.69Diluted
    
    $
    5.85
    
    
    $
    4.48
    
    
    $
    2.66
  NOTE 3  MARKETABLE SECURITIES
 Marketable Equity Securities
      55




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NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Accounting for Derivative Instruments and Hedging Activities
   Marketable Debt Securities
   NOTE 4  SUPPLEMENTAL CASH FLOW INFORMATION
 Year Ended December 31,2008
    
    
    2007
    
    
    2006Cash paid during the period for:Interest, net of amounts capitalized
    
    $
    3,014
    
    
    $
    12,843
    
    
    $
    16,124Income taxes (net of refunds)
    
    $
    258,392
    
    
    $
    213,986
    
    
    $
    167,523
  56




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 5  DEBT
  December 31,2008
    
    
    2007Credit Facility
    
    $
    
    
    
    $
    100,0006.95% Senior Notes due 2009
    
    
    149,998
    
    
    
    149,9875.875% Senior Notes due 2013
    
    
    299,837
    
    
    
    299,8007.375% Senior Notes due 2014
    
    
    249,257
    
    
    
    7.50% Senior Notes due 2019
    
    
    201,695
    
    
    
    201,695Project Financing  Thompson Notes
    
    
    22,700
    
    
    
    33,034Total Debt
    
    
    923,487
    
    
    
    784,516Less: Current Maturities
    
    
    172,698
    
    
    
    10,334Long-term Debt
    
    $
    750,789
    
    
    $
    774,182
      57




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Noble Jim Thompson Noble Jim Thompson,
   2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    TotalCredit Facility
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    6.95% Senior Notes due 2009
    
    
    149,998
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    149,9985.875% Senior Notes due 2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    299,837
    
    
    
    
    
    
    
    299,8377.375% Senior Notes due 2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    249,257
    
    
    
    249,2577.50% Senior Notes due 2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    201,695
    
    
    
    201,695Thompson Notes
    
    
    22,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,700Total
    
    $
    172,698
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    299,837
    
    
    $
    450,952
    
    
    $
    923,487
  58




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Fair Value of Financial Instruments
 Disclosures about Fair Value of Financial Instruments
 December 31, 2008
    
    
    December 31, 2007Carrying
    
    
    Estimated
    
    
    Carrying
    
    
    EstimatedValue
    
    
    Fair Value
    
    
    Value
    
    
    Fair ValueLong-term debtCredit Facility
    
    $
    
    
    
    $
    
    
    
    $
    100,000
    
    
    $
    100,0006.95% Senior Notes due 2009
    
    
    149,998
    
    
    
    149,185
    
    
    
    149,987
    
    
    
    153,1885.875% Senior Notes due 2013
    
    
    299,837
    
    
    
    294,495
    
    
    
    299,800
    
    
    
    303,8677.375% Senior Notes due 2014
    
    
    249,257
    
    
    
    249,838
    
    
    
    
    
    
    
    7.50% Senior Notes due 2019
    
    
    201,695
    
    
    
    196,991
    
    
    
    201,695
    
    
    
    217,936Project Financing  Thompson Notes
    
    
    22,700
    
    
    
    22,700
    
    
    
    33,034
    
    
    
    33,034
 NOTE 6  SHAREHOLDERS EQUITY
 Share Repurchases
  Total Number
    
    
    
    
    
    
    AverageYear Ended
    
    of Shares
    
    
    
    
    
    
    Price PaidDecember 31,
    
    Purchased
    
    
    Total Cost
    
    
    per Share2008
    
    
    7,965,109
    
    
    $
    331,514
    
    
    $
    41.622007
    
    
    4,219,000
    
    
    
    178,494
    
    
    
    42.312006
    
    
    7,600,000
    
    
    
    267,021
    
    
    
    35.13
   59




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Share-Based Compensation Plans
 Adoption of SFAS No. 123(R)
  Stock Plans
   Stock Options
  2008
    
    
    2007
    
    
    2006Number of
    
    
    Weighted
    
    
    Number of
    
    
    Weighted
    
    
    Number of
    
    
    WeightedShares
    
    
    Average
    
    
    Shares
    
    
    Average
    
    
    Shares
    
    
    AverageUnderlying
    
    
    Exercise
    
    
    Underlying
    
    
    Exercise
    
    
    Underlying
    
    
    ExerciseOptions
    
    
    Price
    
    
    Options
    
    
    Price
    
    
    Options
    
    
    PriceOutstanding at beginning of the year
    
    
    4,397,773
    
    
    $
    21.28
    
    
    
    6,827,376
    
    
    $
    19.71
    
    
    
    7,984,016
    
    
    $
    18.07Granted
    
    
    168,277
    
    
    
    43.01
    
    
    
    215,370
    
    
    
    35.76
    
    
    
    456,436
    
    
    
    36.32Exercised (1)
    
    
    (1,007,750
    )
    
    
    19.29
    
    
    
    (2,591,861
    )
    
    
    18.26
    
    
    
    (1,505,180
    )
    
    
    15.60Forfeited
    
    
    (4,301
    )
    
    
    24.07
    
    
    
    (53,112
    )
    
    
    26.20
    
    
    
    (107,896
    )
    
    
    26.09Outstanding at end of year (2)
    
    
    3,553,999
    
    
    
    22.84
    
    
    
    4,397,773
    
    
    
    21.28
    
    
    
    6,827,376
    
    
    
    19.71Exercisable at end of year (2)
    
    
    3,232,260
    
    
    $
    21.25
    
    
    
    4,102,891
    
    
    $
    20.44
    
    
    
    5,913,296
    
    
    $
    18.19
 
 (1)
    
    The intrinsic value of options exercised during the year ended December 31, 2008 was
$37 million.(2)
    
    The aggregate intrinsic value of options outstanding and exercisable at December 31, 2008 was
$11 million.  60




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Options Outstanding
    
    
    Options ExercisableWeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedRange of Exercise
    
    
    Number
    
    
    Remaining
    
    
    Average
    
    
    Number
    
    
    AveragePrices
    
    
    Outstanding
    
    
    Life (Years)
    
    
    Exercise Price
    
    
    Exercisable
    
    
    Exercise Price$7.01 to $14.16
    
    
    
    222,502
    
    
    
    0.8
    
    
    $
    10.61
    
    
    
    222,502
    
    
    $
    10.6114.17 to 24.40
    
    
    
    2,003,461
    
    
    
    3.2
    
    
    
    17.95
    
    
    
    2,003,461
    
    
    
    17.9524.41 to 34.62
    
    
    
    732,614
    
    
    
    6.5
    
    
    
    27.15
    
    
    
    699,280
    
    
    
    26.9534.63 to 43.01
    
    
    
    595,422
    
    
    
    8.0
    
    
    
    38.57
    
    
    
    307,017
    
    
    
    37.56$7.01 to $43.01
    
    
    
    3,553,999
    
    
    
    4.5
    
    
    $
    22.84
    
    
    
    3,232,260
    
    
    $
    21.25
  December 31,2008
    
    
    2007
    
    
    2006Weighted average fair value per option granted
    
    $
    16.00
    
    
    $
    13.11
    
    
    $
    11.84Valuation assumptions:Expected option term (years)
    
    
    5
    
    
    
    5
    
    
    
    5Expected volatility
    
    
    35.6
    %
    
    
    34.3
    %
    
    
    34.0
    %Expected dividend yield
    
    
    0.4
    %
    
    
    0.2
    %
    
    
    0.2
    %Risk-free interest rate
    
    
    2.9
    %
    
    
    4.8
    %
    
    
    4.6
    %
   Shares
    
    
    Weighted-AverageUnder Outstanding
    
    
    Grant-DateOptions
    
    
    Fair ValueNon-vested options at January 1, 2008
    
    
    294,882
    
    
    $
    10.99Granted
    
    
    168,277
    
    
    
    16.00Vested
    
    
    (117,308
    )
    
    
    9.96Forfeited
    
    
    (24,112
    )
    
    
    15.05Non-vested options at December 31, 2008
    
    
    321,739
    
    
    $
    13.74
   61




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Restricted Stock
    2008
    
    
    2007
    
    
    2006Valuation assumptions:Expected volatility
    
    
    40.9
    %
    
    
    32.0
    %
    
    
    29.9
    %Expected dividend yield
    
    
    0.5
    %
    
    
    0.2
    %
    
    
    0.2
    %Risk-free interest rate
    
    
    2.2
    %
    
    
    4.8
    %
    
    
    4.8
    %
   2008
    
    
    2007
    
    
    2006Time-vested restricted shares:Shares awarded
    
    
    752,160
    
    
    
    688,513
    
    
    
    1,123,566Weighted-average share price at award date
    
    $
    43.18
    
    
    $
    37.52
    
    
    $
    37.30Weighted-average vesting period (years)
    
    
    3.0
    
    
    
    3.0
    
    
    
    3.3Performance-vested restricted shares:Shares awarded (maximum available)
    
    
    348,758
    
    
    
    563,068
    
    
    
    193,552Weighted-average share price at award date
    
    $
    43.92
    
    
    $
    35.79
    
    
    $
    37.93Three-year performance period ended December 31
    
    
    2010
    
    
    
    2009
    
    
    
    2008Weighted-average award-date fair value
    
    $
    24.26
    
    
    $
    13.63
    
    
    $
    13.84
   62




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Weighted-
    
    
    
    
    
    
    Weighted-Time-Vested
    
    
    Average
    
    
    Performance-Vested
    
    
    AverageRestricted
    
    
    Award-Date
    
    
    Restricted Shares
    
    
    Award-DateShares Outstanding
    
    
    Fair Value
    
    
    Outstanding (1)
    
    
    Fair ValueNon-vested restricted shares at
January 1, 2008
    
    
    1,364,996
    
    
    $
    37.13
    
    
    
    716,250
    
    
    $
    12.36Awarded
    
    
    752,160
    
    
    
    43.18
    
    
    
    348,758
    
    
    
    24.26Vested
    
    
    (524,802
    )
    
    
    36.81
    
    
    
    (233,435
    )
    
    
    11.33Forfeited
    
    
    (158,121
    )
    
    
    41.69
    
    
    
    (153,784
    )
    
    
    13.57Non-vested restricted shares at
December 31, 2008
    
    
    1,434,233
    
    
    $
    39.92
    
    
    
    677,789
    
    
    $
    18.57
 
 (1)
    
    The number of performance-vested restricted shares shown equals the shares that would vest if
the maximum level of performance is achieved. The minimum number of shares is zero and the
target level of performance is 67 percent of the amounts shown.     63




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 7  COMPREHENSIVE INCOME
 Reporting
Comprehensive Income
  December 31,2008
    
    
    2007
    
    
    2006Foreign currency translation adjustments
    
    $
    (12,469
    )
    
    $
    6,626
    
    
    $
    2,962Unrealized gain on foreign currency forward contracts
    
    
    
    
    
    
    2,219
    
    
    
    3,217Deferred pension plan amounts
    
    
    (44,788
    )
    
    
    (13,912
    )
    
    
    (26,055
    )Accumulated other comprehensive loss
    
    $
    (57,257
    )
    
    $
    (5,067
    )
    
    $
    (19,876
    )
  64




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 8  INCOME TAXES
   December 31,2008
    
    
    2007Deferred tax assets:United States:Net operating loss carry forwards
    
    $
    
    
    
    $
    Tax credit for foreign deferred income taxes
    
    
    5,805
    
    
    
    2,305Deferred pension plan amounts
    
    
    7,358
    
    
    
    Other
    
    
    25,836
    
    
    
    18,913Non-U.S.:Deferred pension plan amounts
    
    
    1,976
    
    
    
    2,126Other
    
    
    290
    
    
    
    Deferred tax assets
    
    
    41,265
    
    
    
    23,344Less: Valuation allowance
    
    
    
    
    
    
    Net deferred tax assets
    
    $
    41,265
    
    
    $
    23,344Deferred tax liabilities:United States:Excess of net book basis over remaining tax basis
    
    $
    (299,157
    )
    
    $
    (259,459
    )Deferred pension plan amounts
    
    
    
    
    
    
    (1,431
    )Non-U.S.:Excess of net book basis over remaining tax basis
    
    
    (7,126
    )
    
    
    (3,075
    )Deferred tax liabilities
    
    $
    (306,283
    )
    
    $
    (263,965
    )Net deferred tax liabilities
    
    $
    (265,018
    )
    
    $
    (240,621
    )
  Year Ended December 31,2008
    
    
    2007
    
    
    2006United States
    
    $
    745,276
    
    
    $
    612,348
    
    
    $
    455,960Non-U.S.
    
    
    1,167,182
    
    
    
    876,554
    
    
    
    465,327Total
    
    $
    1,912,458
    
    
    $
    1,488,902
    
    
    $
    921,287
  Year Ended December 31,2008
    
    
    2007
    
    
    2006Current  United States
    
    $
    215,412
    
    
    $
    173,138
    
    
    $
    136,493Current  Non-U.S.
    
    
    86,339
    
    
    
    89,244
    
    
    
    48,791Deferred  United States
    
    
    47,307
    
    
    
    12,891
    
    
    
    3,144Deferred  Non-U.S.
    
    
    2,405
    
    
    
    7,618
    
    
    
    993Total
    
    $
    351,463
    
    
    $
    282,891
    
    
    $
    189,421
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
  65




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NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   2008
    
    
    2007Gross balance at January 1,
    
    $
    68,096
    
    
    $
    34,910Additions based on tax positions related to the current year (1)
    
    
    35,975
    
    
    
    30,949Additions for tax positions of prior years
    
    
    
    
    
    
    3,238Reductions for tax positions of prior years
    
    
    (4,810
    )
    
    
    Expiration of statutes
    
    
    (220
    )
    
    
    Tax settlements
    
    
    (1,165
    )
    
    
    (1,001
    )Gross balance at December 31,
    
    
    97,876
    
    
    
    68,096Related tax benefits
    
    
    (4,776
    )
    
    
    (6,943
    )Net reserve at December 31,
    
    $
    93,100
    
    
    $
    61,153
 
 (1)
    
    $0.5 million and $21 million related to transactions recorded directly to equity for the
years ended December 31, 2008 and 2007, respectively.      Year Ended December 31,2008
    
    
    2007
    
    
    2006Statutory rate
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Effect of:U.S. tax rate which is different than the Cayman Islands rate
    
    
    13.2
    
    
    
    13.7
    
    
    
    15.2Non-U.S. tax rates which are different than the
Cayman Islands rate
    
    
    4.9
    
    
    
    6.1
    
    
    
    4.5Reserve for tax authority audits
    
    
    0.4
    
    
    
    0.4
    
    
    
    Release of valuation allowance
    
    
    
    
    
    
    (0.8
    )
    
    
    U.S. and non-U.S. return to provision adjustments
    
    
    (0.1
    )
    
    
    (0.4
    )
    
    
    0.9Total
    
    
    18.4
    %
    
    
    19.0
    %
    
    
    20.6
    %
   66




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   NOTE 9  EMPLOYEE BENEFIT PLANS
 Adoption of SFAS No. 158
  Defined Benefit Plans
    67




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Year Ended December 31,2008
    
    
    2007Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Benefit obligation at beginning of year
    
    $
    88,593
    
    
    $
    100,852
    
    
    $
    76,562
    
    
    $
    104,817Service cost
    
    
    3,883
    
    
    
    6,295
    
    
    
    4,807
    
    
    
    6,660Interest cost
    
    
    4,701
    
    
    
    6,458
    
    
    
    4,147
    
    
    
    5,977Actuarial loss (gain)
    
    
    (13,551
    )
    
    
    5,678
    
    
    
    2,355
    
    
    
    (4,025
    )Plan amendment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    867Benefits paid
    
    
    (2,013
    )
    
    
    (2,920
    )
    
    
    (2,642
    )
    
    
    (13,444
    )Plan participants contributions
    
    
    355
    
    
    
    
    
    
    
    502
    
    
    
    Foreign exchange rate changes
    
    
    (12,458
    )
    
    
    
    
    
    
    2,862
    
    
    
    Curtailment gain
    
    
    (1,993
    )
    
    
    
    
    
    
    
    
    
    
    Benefit obligation at end of year
    
    $
    67,517
    
    
    $
    116,363
    
    
    $
    88,593
    
    
    $
    100,852
   Year Ended December 31,2008
    
    
    2007Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Fair value of plan assets at beginning of year
    
    $
    115,732
    
    
    $
    116,300
    
    
    $
    82,015
    
    
    $
    86,382Actual return on plan assets
    
    
    (8,780
    )
    
    
    (34,473
    )
    
    
    10,269
    
    
    
    11,709Employer contributions
    
    
    6,798
    
    
    
    14,641
    
    
    
    22,580
    
    
    
    31,653Benefits and expenses paid
    
    
    (2,013
    )
    
    
    (2,920
    )
    
    
    (2,642
    )
    
    
    (13,444
    )Plan participants contributions
    
    
    355
    
    
    
    
    
    
    
    502
    
    
    
    Foreign exchange rate changes
    
    
    (16,160
    )
    
    
    
    
    
    
    3,008
    
    
    
    Fair value of plan assets at end of year
    
    $
    95,932
    
    
    $
    93,548
    
    
    $
    115,732
    
    
    $
    116,300
  December 31,2008
    
    
    2007Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Funded status
    
    $
    28,415
    
    
    $
    (22,815
    )
    
    $
    27,139
    
    
    $
    15,448
  68




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NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   December 31,2008
    
    
    2007Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Other assets (noncurrent)
    
    $
    29,110
    
    
    $
    3,231
    
    
    $
    27,167
    
    
    $
    24,037Other liabilities (current)
    
    
    
    
    
    
    (258
    )
    
    
    
    
    
    
    (283
    )Other liabilities (noncurrent)
    
    
    (695
    )
    
    
    (25,788
    )
    
    
    (28
    )
    
    
    (8,306
    )Net amount recognized
    
    $
    28,415
    
    
    $
    (22,815
    )
    
    $
    27,139
    
    
    $
    15,448
  December 31,2008
    
    
    2007Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Net actuarial loss
    
    $
    6,668
    
    
    $
    59,236
    
    
    $
    6,742
    
    
    $
    10,493Prior service cost
    
    
    
    
    
    
    2,107
    
    
    
    
    
    
    
    2,498Transition obligation
    
    
    223
    
    
    
    
    
    
    
    852
    
    
    
    Deferred income tax asset
    
    
    (1,976
    )
    
    
    (21,470
    )
    
    
    (2,126
    )
    
    
    (4,547
    )Accumulated other comprehensive loss
    
    $
    4,915
    
    
    $
    39,873
    
    
    $
    5,468
    
    
    $
    8,444
  Year Ended December 31,2008
    
    
    2007
    
    
    2006Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Service cost
    
    $
    3,883
    
    
    $
    6,295
    
    
    $
    4,807
    
    
    $
    6,660
    
    
    $
    3,103
    
    
    $
    5,427Interest cost
    
    
    4,545
    
    
    
    6,459
    
    
    
    4,147
    
    
    
    5,977
    
    
    
    3,268
    
    
    
    4,947Return on plan assets
    
    
    (6,642
    )
    
    
    (8,909
    )
    
    
    (5,251
    )
    
    
    (6,599
    )
    
    
    (3,598
    )
    
    
    (5,796
    )Pension obligation
settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,993
    
    
    
    
    
    
    
    Amortization of prior service
cost
    
    
    (21
    )
    
    
    391
    
    
    
    
    
    
    
    397
    
    
    
    
    
    
    
    336Amortization of transition
obligation
    
    
    624
    
    
    
    
    
    
    
    162
    
    
    
    
    
    
    
    156
    
    
    
    Recognized net actuarial
loss
    
    
    
    
    
    
    349
    
    
    
    323
    
    
    
    1,520
    
    
    
    257
    
    
    
    1,376Net curtailment (gain)
    
    
    (1,993
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net pension expense
    
    $
    396
    
    
    $
    4,585
    
    
    $
    4,188
    
    
    $
    12,948
    
    
    $
    3,186
    
    
    $
    6,290
   69




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NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Defined Benefit Plans  Disaggregated Plan Information
  December 31,2008
    
    
    2007Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Projected benefit obligation
    
    $
    67,517
    
    
    $
    116,363
    
    
    $
    88,593
    
    
    $
    100,852Accumulated benefit obligation
    
    
    65,281
    
    
    
    83,892
    
    
    
    84,003
    
    
    
    70,275Fair value of plan assets
    
    
    95,932
    
    
    
    93,548
    
    
    
    115,732
    
    
    
    116,300
  December 31,2008
    
    
    2007Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Projected benefit obligation
    
    $
    4,190
    
    
    $
    101,138
    
    
    $
    3,922
    
    
    $
    8,589Fair value of plan assets
    
    
    3,495
    
    
    
    75,092
    
    
    
    3,894
    
    
    
    
   December 31,2008
    
    
    2007Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Accumulated benefit obligation
    
    $
    3,912
    
    
    $
    3,270
    
    
    $
    
    
    
    $
    3,438Fair value of plan assets
    
    
    3,495
    
    
    
    
    
    
    
    
    
    
    
    
   70




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NOBLE CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Defined Benefit Plans  Key Assumptions
  December 31,2008
    
    
    2007Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Weighted-average assumptions used to determine
benefit obligations:Discount rate
    
    
    5.8%-6.7
    %
    
    
    5.8%-6.0
    %
    
    
    5.1%-5.3
    %
    
    
    6.5
    %Rate of compensation increase
    
    
    4.0
    %
    
    
    5.0
    %
    
    
    3.9
    %
    
    
    5.0
    %
 December 31,2008
    
    
    2007
    
    
    2006Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.
    
    
    Non-U.S.
    
    
    U.S.Weighted-average assumptions used to
determine net periodic benefit cost:Discount rate
    
    
    5.3%-6.70
    %
    
    
    6.5
    %
    
    
    4.5%-6.0
    %
    
    
    5.8%-6.0
    %
    
    
    4.5%-5.1
    %
    
    
    5.5
    %Expected long-term
return on plan assets
    
    
    4.5%-6.5
    %
    
    
    7.8
    %
    
    
    3.8%-6.5
    %
    
    
    7.8
    %
    
    
    3.8%-6.3
    %
    
    
    7.8
    %Rate of compensation
increase
    
    
    3.9%-4.0
    %
    
    
    5.0
    %
    
    
    3.9%-4.2
    %
    
    
    5.0
    %
    
    
    3.9
    %
    
    
    5.0
    %
    71




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Defined Benefit Plans  Plan Assets
   December 31,2008
    
    
    2007TargetAllocation
    
    
    Actual
    
    
    
    
    
    
    Actualor Range
    
    
    Allocation
    
    
    Assets
    
    
    Allocation
    
    
    AssetsAsset category:Equity securities
    
    
    65
    %
    
    
    63
    %
    
    $
    59,005
    
    
    
    67
    %
    
    $
    78,237Debt securities
    
    
    32
    %
    
    
    34
    %
    
    
    31,663
    
    
    
    31
    %
    
    
    35,423Cash
    
    
    3
    %
    
    
    3
    %
    
    
    2,880
    
    
    
    2
    %
    
    
    2,640Total plan assets
    
    
    100
    %
    
    
    100
    %
    
    $
    93,548
    
    
    
    100
    %
    
    $
    116,300
      72




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NOBLE CORPORATION AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     December 31,2008
    
    
    2007Actual
    
    
    
    
    
    
    ActualAllocation
    
    
    Assets
    
    
    Allocation
    
    
    AssetsAsset category:Equity securities
    
    
    30
    %
    
    $
    29,043
    
    
    
    42
    %
    
    $
    48,435Debt securities
    
    
    66
    %
    
    
    63,393
    
    
    
    58
    %
    
    
    67,232Cash
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    65Other
    
    
    4
    %
    
    
    3,495
    
    
    
    
    
    
    
    Total plan assets
    
    
    100
    %
    
    $
    95,932
    
    
    
    100
    %
    
    $
    115,732
    73




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NOBLE CORPORATION AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Defined Benefit Plans  Cash Flows
     Other Benefit Plans
      74




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NOBLE CORPORATION AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 10  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
   Cash Flow Hedges
   2008
    
    
    2007
    
    
    2006Net unrealized gain (loss) at beginning of period
    
    $
    2,219
    
    
    $
    3,217
    
    
    $
    (3,906
    )Activity during period:Settlement of forward contracts outstanding at
beginning of period
    
    
    (2,219
    )
    
    
    (2,954
    )
    
    
    1,397Net unrealized gain on outstanding forward contracts
    
    
    
    
    
    
    1,956
    
    
    
    3,217Settlement of interest rate swaps
    
    
    
    
    
    
    
    
    
    
    2,509Net unrealized gain at December 31
    
    $
    
    
    
    $
    2,219
    
    
    $
    3,217
 Fair Value Hedges
 Accounting for
Derivative Instruments and Hedging Activities
  75




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NOBLE CORPORATION AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 11  FINANCIAL INSTRUMENTS AND CREDIT RISK
 Fair Value Measurements Partial Deferral of the Effective Date of Statement 157
   December 31, 2008
    
    
    December 31, 2007Estimated Fair ValueMeasurementsQuoted
    
    
    SignificantPrices in
    
    
    Other
    
    
    SignificantActive
    
    
    Observable
    
    
    UnobservableCarrying
    
    
    Markets
    
    
    Inputs
    
    
    Inputs
    
    
    Carrying
    
    
    EstimatedAmount
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    Amount
    
    
    Fair ValueAssets Marketable securities
    
    $
    7,104
    
    
    $
    7,104
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Liabilities Forward contracts
    
    $
    5,418
    
    
    $
    
    
    
    $
    5,418
    
    
    $
    
    
    
    $
    2,219
    
    
    $
    2,219
  The Fair Value Option for Financial Assets and
Liabilities
 Concentration of Credit Risk
   76




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NOBLE CORPORATION AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 12  COMMITMENTS AND CONTINGENCIES
     77




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
      78




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NOBLE CORPORATION AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   6
  Internal Investigation
      79




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     NOTE 13  HURRICANE LOSSES AND RECOVERIES
     80




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NOBLE CORPORATION AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 14  INTERESTS IN DEEPWATER OIL AND GAS PROPERTIES
 Noble Homer Ferrington
  81




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NOBLE CORPORATION AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 15  SEGMENT AND RELATED INFORMATION
   Contract DrillingServices
    
    
    Other
    
    
    Total2008Revenues from external customers
    
    $
    3,376,224
    
    
    $
    70,277
    
    
    $
    3,446,501Depreciation and amortization
    
    
    349,448
    
    
    
    7,210
    
    
    
    356,658Segment operating income
    
    
    1,867,262
    
    
    
    41,141
    
    
    
    1,908,403Interest expense, net of amount capitalized
    
    
    3,897
    
    
    
    491
    
    
    
    4,388Income tax provision
    
    
    350,305
    
    
    
    1,158
    
    
    
    351,463Segment profit
    
    
    1,519,980
    
    
    
    41,015
    
    
    
    1,560,995Total assets (at end of period)
    
    
    6,530,098
    
    
    
    572,233
    
    
    
    7,102,331Capital expenditures
    
    
    1,183,138
    
    
    
    48,184
    
    
    
    1,231,3222007Revenues from external customers
    
    $
    2,799,520
    
    
    $
    195,791
    
    
    $
    2,995,311Depreciation and amortization
    
    
    283,225
    
    
    
    9,762
    
    
    
    292,987Segment operating income
    
    
    1,485,101
    
    
    
    5,761
    
    
    
    1,490,862Interest expense, net of amount capitalized
    
    
    4,484
    
    
    
    8,627
    
    
    
    13,111Income tax provision (benefit)
    
    
    287,128
    
    
    
    (4,237
    )
    
    
    282,891Segment profit
    
    
    1,194,826
    
    
    
    11,185
    
    
    
    1,206,011Total assets (at end of period)
    
    
    5,514,337
    
    
    
    361,669
    
    
    
    5,876,006Capital expenditures
    
    
    1,222,360
    
    
    
    64,683
    
    
    
    1,287,0432006Revenues from external customers
    
    $
    1,956,508
    
    
    $
    143,731
    
    
    $
    2,100,239Depreciation and amortization
    
    
    248,800
    
    
    
    4,525
    
    
    
    253,325Segment operating income
    
    
    923,004
    
    
    
    4,426
    
    
    
    927,430Interest expense, net of amount capitalized
    
    
    4,066
    
    
    
    12,101
    
    
    
    16,167Income tax provision
    
    
    187,428
    
    
    
    1,993
    
    
    
    189,421Segment profit (loss)
    
    
    732,191
    
    
    
    (325
    )
    
    
    731,866Total assets (at end of period)
    
    
    4,139,945
    
    
    
    445,969
    
    
    
    4,585,914Capital expenditures
    
    
    1,035,449
    
    
    
    86,612
    
    
    
    1,122,061
  82




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Revenues
    
    
    Identifiable AssetsYear Ended December 31,
    
    
    As of December 31,2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006United States
    
    $
    676,225
    
    
    $
    671,482
    
    
    $
    557,851
    
    
    $
    2,045,968
    
    
    $
    1,963,608
    
    
    $
    1,571,887Brazil
    
    
    268,778
    
    
    
    221,498
    
    
    
    174,430
    
    
    
    843,987
    
    
    
    582,480
    
    
    
    608,184Canada
    
    
    37,953
    
    
    
    36,039
    
    
    
    34,026
    
    
    
    21,040
    
    
    
    22,613
    
    
    
    20,562China (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    797,854
    
    
    
    646,995
    
    
    
    530,038Denmark
    
    
    69,417
    
    
    
    72,650
    
    
    
    27,947
    
    
    
    24,377
    
    
    
    41,662
    
    
    
    41,760Equatorial Guinea
    
    
    115,669
    
    
    
    30,693
    
    
    
    10,719
    
    
    
    257,087
    
    
    
    31,727
    
    
    
    28,065India
    
    
    80,669
    
    
    
    76,209
    
    
    
    40,147
    
    
    
    107,911
    
    
    
    83,576
    
    
    
    70,066Mexico
    
    
    678,001
    
    
    
    452,161
    
    
    
    269,172
    
    
    
    823,462
    
    
    
    410,645
    
    
    
    289,072Nigeria
    
    
    304,844
    
    
    
    402,130
    
    
    
    272,961
    
    
    
    136,545
    
    
    
    417,647
    
    
    
    366,960Qatar
    
    
    438,754
    
    
    
    322,708
    
    
    
    212,227
    
    
    
    481,724
    
    
    
    472,679
    
    
    
    358,313Singapore (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    905,107
    
    
    
    467,678
    
    
    
    175,926The Netherlands
    
    
    303,313
    
    
    
    235,595
    
    
    
    169,003
    
    
    
    69,837
    
    
    
    98,233
    
    
    
    136,360United Arab Emirates
    
    
    186,601
    
    
    
    144,444
    
    
    
    108,226
    
    
    
    243,640
    
    
    
    351,989
    
    
    
    201,522United Kingdom
    
    
    285,902
    
    
    
    329,702
    
    
    
    211,412
    
    
    
    343,792
    
    
    
    284,474
    
    
    
    177,917Other
    
    
    375
    
    
    
    
    
    
    
    12,118
    
    
    
    
    
    
    
    
    
    
    
    9,282Total
    
    $
    3,446,501
    
    
    $
    2,995,311
    
    
    $
    2,100,239
    
    
    $
    7,102,331
    
    
    $
    5,876,006
    
    
    $
    4,585,914
 
 (1)
    
    China and Singapore consist of asset values for newbuild rigs under construction in
shipyards. NOTE 16  ASSET DISPOSALS
   83




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 17  UNAUDITED INTERIM FINANCIAL DATA
  Quarter EndedMarch 31
    
    
    June 30
    
    
    Sept. 30
    
    
    Dec. 312008Operating revenues
    
    $
    861,425
    
    
    $
    812,941
    
    
    $
    861,981
    
    
    $
    910,154Operating income
    
    
    466,503
    
    
    
    460,145
    
    
    
    467,650
    
    
    
    514,105Net income
    
    
    384,188
    
    
    
    375,718
    
    
    
    382,522
    
    
    
    418,567Net income per share (1):Basic
    
    
    1.44
    
    
    
    1.41
    
    
    
    1.44
    
    
    
    1.60Diluted
    
    
    1.43
    
    
    
    1.40
    
    
    
    1.43
    
    
    
    1.59
 Quarter EndedMarch 31
    
    
    June 30
    
    
    Sept. 30
    
    
    Dec. 312007Operating revenues
    
    $
    646,424
    
    
    $
    725,999
    
    
    $
    791,276
    
    
    $
    831,612Operating income
    
    
    311,301
    
    
    
    361,007
    
    
    
    393,719
    
    
    
    424,835Net income
    
    
    250,320
    
    
    
    290,031
    
    
    
    318,280
    
    
    
    347,380Net income per share (1):Basic
    
    
    0.94
    
    
    
    1.09
    
    
    
    1.19
    
    
    
    1.30Diluted
    
    
    0.93
    
    
    
    1.08
    
    
    
    1.18
    
    
    
    1.29
 
 (1)
    
    Net income per share is computed independently for each of the quarters presented.
Therefore, the sum of the quarters net income per share may not agree to the total computed
for the year. NOTE 18  GUARANTEES OF REGISTERED SECURITIES
      84




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
December 31, 2008
 OtherNHC and NDH
    
    
    Noble
    
    
    
    
    
    
    Subsidiaries
    
    
    ConsolidatingNoble
    
    
    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
    
    
    
    
    
    
    
    644,840Insurance receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,516
    
    
    
    
    
    
    
    13,516Prepaid 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
    
    
    
    
    
    
    
    121,008
    
    
    
    (83,712
    )
    
    
    47,467Total current assets
    
    
    40,863
    
    
    
    30,542
    
    
    
    575,813
    
    
    
    247,174
    
    
    
    2,233,551
    
    
    
    (1,887,602
    )
    
    
    1,240,341PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    
    
    
    
    1,864,430
    
    
    
    116,995
    
    
    
    
    
    
    
    5,442,015
    
    
    
    
    
    
    
    7,423,440Other
    
    
    
    
    
    
    225
    
    
    
    
    
    
    
    
    
    
    
    105,115
    
    
    
    
    
    
    
    105,340
    
    
    
    1,864,655
    
    
    
    116,995
    
    
    
    
    
    
    
    5,547,130
    
    
    
    
    
    
    
    7,528,780Accumulated depreciation
    
    
    
    
    
    
    (113,481
    )
    
    
    (70,326
    )
    
    
    
    
    
    
    (1,702,424
    )
    
    
    
    
    
    
    (1,886,231
    )
    
    
    
    1,751,174
    
    
    
    46,669
    
    
    
    
    
    
    
    3,844,706
    
    
    
    
    
    
    
    5,642,549NOTES RECEIVABLE FROM AFFILIATES
    
    
    511,835
    
    
    
    20,963
    
    
    
    44,159
    
    
    
    
    
    
    
    1,757,321
    
    
    
    (2,334,278
    )
    
    
    INVESTMENTS IN AFFILIATES
    
    
    5,498,928
    
    
    
    6,806,209
    
    
    
    3,460,873
    
    
    
    2,727,556
    
    
    
    
    
    
    
    (18,493,566
    )
    
    
    OTHER ASSETS
    
    
    2,957
    
    
    
    10,117
    
    
    
    6,418
    
    
    
    2,017
    
    
    
    197,932
    
    
    
    
    
    
    
    219,441$
    6,054,583
    
    
    $
    8,619,005
    
    
    $
    4,133,932
    
    
    $
    2,976,747
    
    
    $
    8,033,510
    
    
    $
    (22,715,446
    )
    
    $
    7,102,331LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    
    
    
    $
    21,066
    
    
    $
    149,998
    
    
    $
    
    
    
    $
    22,700
    
    
    $
    (21,066
    )
    
    $
    172,698Accounts payable
    
    
    
    
    
    
    6,244
    
    
    
    10,494
    
    
    
    78
    
    
    
    242,291
    
    
    
    
    
    
    
    259,107Accrued payroll and related costs
    
    
    17,416
    
    
    
    225
    
    
    
    7,675
    
    
    
    
    
    
    
    50,133
    
    
    
    
    
    
    
    75,449Taxes payable
    
    
    
    
    
    
    10,481
    
    
    
    
    
    
    
    
    
    
    
    96,730
    
    
    
    
    
    
    
    107,211Interest payable
    
    
    10,036
    
    
    
    38,735
    
    
    
    22,798
    
    
    
    1,997
    
    
    
    405
    
    
    
    (62,646
    )
    
    
    11,325Accounts payable to affiliates
    
    
    
    
    
    
    1,642,231
    
    
    
    
    
    
    
    
    
    
    
    161,659
    
    
    
    (1,803,890
    )
    
    
    Other current liabilities
    
    
    
    
    
    
    2,112
    
    
    
    1
    
    
    
    
    
    
    
    51,090
    
    
    
    
    
    
    
    53,203Total 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
    )
    
    
    DEFERRED INCOME TAXES
    
    
    
    
    
    
    8,977
    
    
    
    15,160
    
    
    
    
    
    
    
    240,881
    
    
    
    
    
    
    
    265,018OTHER LIABILITIES
    
    
    6,679
    
    
    
    33,543
    
    
    
    6,234
    
    
    
    
    
    
    
    74,828
    
    
    
    
    
    
    
    121,284763,868
    
    
    
    2,971,035
    
    
    
    534,055
    
    
    
    251,332
    
    
    
    1,517,674
    
    
    
    (4,221,880
    )
    
    
    1,816,084COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,468
    )
    
    
    
    
    
    
    (4,468
    )SHAREHOLDERS EQUITYOrdinary shares-par value $0.10 per share
    
    
    26,190
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,190Capital in excess of par value
    
    
    402,115
    
    
    
    1,279,983
    
    
    
    870,744
    
    
    
    406,998
    
    
    
    1,275,618
    
    
    
    (3,833,343
    )
    
    
    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
    )5,290,715
    
    
    
    5,647,970
    
    
    
    3,599,877
    
    
    
    2,725,415
    
    
    
    6,520,304
    
    
    
    (18,493,566
    )
    
    
    5,290,715$
    6,054,583
    
    
    $
    8,619,005
    
    
    $
    4,133,932
    
    
    $
    2,976,747
    
    
    $
    8,033,510
    
    
    $
    (22,715,446
    )
    
    $
    7,102,331
  85




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
December 31, 2007
 OtherNHC and NDH
    
    
    Noble
    
    
    
    
    
    
    Subsidiaries
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    NHIL
    
    
    of Noble
    
    
    Adjustments
    
    
    TotalASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    12,544
    
    
    $
    
    
    
    $
    73
    
    
    $
    
    
    
    $
    148,441
    
    
    $
    
    
    
    $
    161,058Accounts receivable
    
    
    
    
    
    
    22,900
    
    
    
    9,699
    
    
    
    
    
    
    
    580,516
    
    
    
    
    
    
    
    613,115Insurance receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,066
    
    
    
    
    
    
    
    39,066Prepaid expenses
    
    
    
    
    
    
    858
    
    
    
    82
    
    
    
    
    
    
    
    19,781
    
    
    
    
    
    
    
    20,721Accounts receivable from affiliates
    
    
    419,197
    
    
    
    
    
    
    
    576,239
    
    
    
    
    
    
    
    176,376
    
    
    
    (1,171,812
    )
    
    
    Other current assets
    
    
    3,474
    
    
    
    160
    
    
    
    135
    
    
    
    
    
    
    
    65,154
    
    
    
    (42,692
    )
    
    
    26,231Total current assets
    
    
    435,215
    
    
    
    23,918
    
    
    
    586,228
    
    
    
    
    
    
    
    1,029,334
    
    
    
    (1,214,504
    )
    
    
    860,191PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    
    
    
    
    1,665,102
    
    
    
    111,089
    
    
    
    
    
    
    
    4,578,591
    
    
    
    
    
    
    
    6,354,782Other
    
    
    
    
    
    
    170
    
    
    
    
    
    
    
    
    
    
    
    79,999
    
    
    
    
    
    
    
    80,169
    
    
    
    1,665,272
    
    
    
    111,089
    
    
    
    
    
    
    
    4,658,590
    
    
    
    
    
    
    
    6,434,951Accumulated depreciation
    
    
    
    
    
    
    (82,964
    )
    
    
    (64,947
    )
    
    
    
    
    
    
    (1,491,124
    )
    
    
    
    
    
    
    (1,639,035
    )
    
    
    
    1,582,308
    
    
    
    46,142
    
    
    
    
    
    
    
    3,167,466
    
    
    
    
    
    
    
    4,795,916NOTES RECEIVABLE FROM AFFILIATES
    
    
    511,835
    
    
    
    20,963
    
    
    
    44,159
    
    
    
    
    
    
    
    1,462,786
    
    
    
    (2,039,743
    )
    
    
    INVESTMENTS IN AFFILIATES
    
    
    3,881,341
    
    
    
    4,906,292
    
    
    
    3,010,249
    
    
    
    1,722,781
    
    
    
    
    
    
    
    (13,520,663
    )
    
    
    OTHER ASSETS
    
    
    3,666
    
    
    
    6,847
    
    
    
    3,953
    
    
    
    
    
    
    
    205,433
    
    
    
    
    
    
    
    219,899$
    4,832,057
    
    
    $
    6,540,328
    
    
    $
    3,690,731
    
    
    $
    1,722,781
    
    
    $
    5,865,019
    
    
    $
    (16,774,910
    )
    
    $
    5,876,006LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    
    
    
    $
    25,886
    
    
    $
    
    
    
    $
    
    
    
    $
    10,334
    
    
    $
    (25,886
    )
    
    $
    10,334Accounts payable
    
    
    
    
    
    
    5,540
    
    
    
    4,778
    
    
    
    
    
    
    
    188,077
    
    
    
    
    
    
    
    198,395Accrued payroll and related costs
    
    
    
    
    
    
    421
    
    
    
    13,131
    
    
    
    
    
    
    
    102,362
    
    
    
    
    
    
    
    115,914Taxes payable
    
    
    
    
    
    
    2,114
    
    
    
    
    
    
    
    
    
    
    
    83,527
    
    
    
    
    
    
    
    85,641Interest payable
    
    
    4,122
    
    
    
    6,847
    
    
    
    15,200
    
    
    
    
    
    
    
    588
    
    
    
    (16,806
    )
    
    
    9,951Accounts payable to affiliates
    
    
    
    
    
    
    1,171,782
    
    
    
    
    
    
    
    30
    
    
    
    
    
    
    
    (1,171,812
    )
    
    
    Other current liabilities
    
    
    
    
    
    
    3
    
    
    
    487
    
    
    
    
    
    
    
    72,047
    
    
    
    
    
    
    
    72,537Total current liabilities
    
    
    4,122
    
    
    
    1,212,593
    
    
    
    33,596
    
    
    
    30
    
    
    
    456,935
    
    
    
    (1,214,504
    )
    
    
    492,772LONG-TERM DEBT
    
    
    399,800
    
    
    
    
    
    
    
    351,682
    
    
    
    
    
    
    
    22,700
    
    
    
    
    
    
    
    774,182NOTES PAYABLE TO AFFILIATES
    
    
    114,300
    
    
    
    1,228,486
    
    
    
    120,000
    
    
    
    
    
    
    
    576,957
    
    
    
    (2,039,743
    )
    
    
    DEFERRED INCOME TAXES
    
    
    
    
    
    
    4,795
    
    
    
    12,496
    
    
    
    
    
    
    
    223,330
    
    
    
    
    
    
    
    240,621OTHER LIABILITIES
    
    
    5,513
    
    
    
    23,266
    
    
    
    1,689
    
    
    
    
    
    
    
    35,237
    
    
    
    
    
    
    
    65,705523,735
    
    
    
    2,469,140
    
    
    
    519,463
    
    
    
    30
    
    
    
    1,315,159
    
    
    
    (3,254,247
    )
    
    
    1,573,280COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,596
    )
    
    
    
    
    
    
    (5,596
    )SHAREHOLDERS EQUITYOrdinary shares-par value $0.10 per share
    
    
    26,822
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,822Capital in excess of par value
    
    
    683,697
    
    
    
    1,279,983
    
    
    
    870,744
    
    
    
    406,998
    
    
    
    792,675
    
    
    
    (3,350,400
    )
    
    
    683,697Retained earnings
    
    
    3,602,870
    
    
    
    2,791,205
    
    
    
    2,301,199
    
    
    
    1,315,753
    
    
    
    3,767,848
    
    
    
    (10,176,005
    )
    
    
    3,602,870Accumulated other comprehensive
income (loss)
    
    
    (5,067
    )
    
    
    
    
    
    
    (675
    )
    
    
    
    
    
    
    (5,067
    )
    
    
    5,742
    
    
    
    (5,067
    )4,308,322
    
    
    
    4,071,188
    
    
    
    3,171,268
    
    
    
    1,722,751
    
    
    
    4,555,456
    
    
    
    (13,520,663
    )
    
    
    4,308,322$
    4,832,057
    
    
    $
    6,540,328
    
    
    $
    3,690,731
    
    
    $
    1,722,781
    
    
    $
    5,865,019
    
    
    $
    (16,774,910
    )
    
    $
    5,876,006
  86




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
Year Ended December 31, 2008
 OtherNHC and NDH
    
    
    Noble
    
    
    
    
    
    
    Subsidiaries
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    NHIL
    
    
    of Noble
    
    
    Adjustments
    
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    251,285
    
    
    $
    46,742
    
    
    
    
    
    
    $
    3,101,523
    
    
    $
    (100,700
    )
    
    $
    3,298,850Reimbursables
    
    
    
    
    
    
    1,701
    
    
    
    214
    
    
    
    
    
    
    
    88,934
    
    
    
    
    
    
    
    90,849Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,078
    
    
    
    
    
    
    
    55,078Engineering, consulting and other
    
    
    
    
    
    
    (8
    )
    
    
    1
    
    
    
    
    
    
    
    1,731
    
    
    
    
    
    
    
    1,724
    
    
    
    252,978
    
    
    
    46,957
    
    
    
    
    
    
    
    3,247,266
    
    
    
    (100,700
    )
    
    
    3,446,501OPERATING COSTS AND EXPENSESContract drilling services
    
    
    22,789
    
    
    
    38,014
    
    
    
    19,095
    
    
    
    51
    
    
    
    1,032,633
    
    
    
    (100,700
    )
    
    
    1,011,882Reimbursables
    
    
    
    
    
    
    1,227
    
    
    
    195
    
    
    
    
    
    
    
    77,905
    
    
    
    
    
    
    
    79,327Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,573
    
    
    
    
    
    
    
    42,573Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    
    
    
    
    34,025
    
    
    
    6,947
    
    
    
    
    
    
    
    315,686
    
    
    
    
    
    
    
    356,658Selling, general and administrative
    
    
    9,713
    
    
    
    5,886
    
    
    
    1,550
    
    
    
    
    
    
    
    56,994
    
    
    
    
    
    
    
    74,143Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    10,000Gain on disposal of assets, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,485
    )
    
    
    
    
    
    
    (36,485
    )32,502
    
    
    
    79,152
    
    
    
    27,787
    
    
    
    51
    
    
    
    1,499,306
    
    
    
    (100,700
    )
    
    
    1,538,098OPERATING INCOME (LOSS)
    
    
    (32,502
    )
    
    
    173,826
    
    
    
    19,170
    
    
    
    (51
    )
    
    
    1,747,960
    
    
    
    
    
    
    
    1,908,403OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    1,617,587
    
    
    
    1,465,802
    
    
    
    452,252
    
    
    
    1,004,775
    
    
    
    
    
    
    
    (4,540,416
    )
    
    
    Interest expense, net of amounts capitalized
    
    
    (31,071
    )
    
    
    (71,199
    )
    
    
    (25,552
    )
    
    
    (2,060
    )
    
    
    36,904
    
    
    
    88,590
    
    
    
    (4,388
    )Interest income and other, net
    
    
    8,732
    
    
    
    2,428
    
    
    
    
    
    
    
    
    
    
    
    85,873
    
    
    
    (88,590
    )
    
    
    8,443INCOME BEFORE INCOME TAXES
    
    
    1,562,746
    
    
    
    1,570,857
    
    
    
    445,870
    
    
    
    1,002,664
    
    
    
    1,870,737
    
    
    
    (4,540,416
    )
    
    
    1,912,458INCOME TAX (PROVISION) BENEFIT
    
    
    (1,751
    )
    
    
    8,280
    
    
    
    (18,996
    )
    
    
    
    
    
    
    (338,996
    )
    
    
    
    
    
    
    (351,463
    )NET INCOME
    
    $
    1,560,995
    
    
    $
    1,579,137
    
    
    $
    426,874
    
    
    $
    1,002,664
    
    
    $
    1,531,741
    
    
    $
    (4,540,416
    )
    
    $
    1,560,995
  87




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
Year Ended December 31, 2007
 OtherNHC and NDH
    
    
    Noble
    
    
    
    
    
    
    Subsidiaries
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    NHIL
    
    
    of Noble
    
    
    Adjustments
    
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    172,992
    
    
    $
    59,364
    
    
    
    
    
    
    $
    2,558,101
    
    
    $
    (76,207
    )
    
    $
    2,714,250Reimbursables
    
    
    
    
    
    
    681
    
    
    
    832
    
    
    
    
    
    
    
    119,728
    
    
    
    
    
    
    
    121,241Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156,508
    
    
    
    
    
    
    
    156,508Engineering, consulting and other
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    3,306
    
    
    
    
    
    
    
    3,312
    
    
    
    173,679
    
    
    
    60,196
    
    
    
    
    
    
    
    2,837,643
    
    
    
    (76,207
    )
    
    
    2,995,311OPERATING COSTS AND EXPENSESContract drilling services
    
    
    20,939
    
    
    
    31,003
    
    
    
    28,070
    
    
    
    22
    
    
    
    876,222
    
    
    
    (76,207
    )
    
    
    880,049Reimbursables
    
    
    
    
    
    
    582
    
    
    
    819
    
    
    
    
    
    
    
    104,551
    
    
    
    
    
    
    
    105,952Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,624
    
    
    
    
    
    
    
    125,624Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    400
    
    
    
    
    
    
    
    17,120
    
    
    
    
    
    
    
    17,520Depreciation and amortization
    
    
    
    
    
    
    25,968
    
    
    
    5,610
    
    
    
    
    
    
    
    261,409
    
    
    
    
    
    
    
    292,987Selling, general and administrative
    
    
    13,893
    
    
    
    4,059
    
    
    
    1,289
    
    
    
    
    
    
    
    66,590
    
    
    
    
    
    
    
    85,831Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,514
    )
    
    
    
    
    
    
    (3,514
    )34,832
    
    
    
    61,612
    
    
    
    36,188
    
    
    
    22
    
    
    
    1,448,002
    
    
    
    (76,207
    )
    
    
    1,504,449OPERATING INCOME (LOSS)
    
    
    (34,832
    )
    
    
    112,067
    
    
    
    24,008
    
    
    
    (22
    )
    
    
    1,389,641
    
    
    
    
    
    
    
    1,490,862OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    1,313,963
    
    
    
    1,162,384
    
    
    
    574,976
    
    
    
    759,668
    
    
    
    
    
    
    
    (3,810,991
    )
    
    
    Interest expense, net of amounts capitalized
    
    
    (82,605
    )
    
    
    (45,873
    )
    
    
    (25,552
    )
    
    
    
    
    
    
    37,613
    
    
    
    103,306
    
    
    
    (13,111
    )Interest income and other, net
    
    
    8,061
    
    
    
    (195
    )
    
    
    (3
    )
    
    
    
    
    
    
    106,594
    
    
    
    (103,306
    )
    
    
    11,151INCOME BEFORE INCOME TAXES
    
    
    1,204,587
    
    
    
    1,228,383
    
    
    
    573,429
    
    
    
    759,646
    
    
    
    1,533,848
    
    
    
    (3,810,991
    )
    
    
    1,488,902INCOME TAX (PROVISION) BENEFIT
    
    
    1,424
    
    
    
    15,617
    
    
    
    (28,075
    )
    
    
    
    
    
    
    (271,857
    )
    
    
    
    
    
    
    (282,891
    )NET INCOME
    
    $
    1,206,011
    
    
    $
    1,244,000
    
    
    $
    545,354
    
    
    $
    759,646
    
    
    $
    1,261,991
    
    
    $
    (3,810,991
    )
    
    $
    1,206,011
  88




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
Year Ended December 31, 2006
 OtherNHC and NDH
    
    
    Noble
    
    
    
    
    
    
    Subsidiaries
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    NHIL
    
    
    of Noble
    
    
    Adjustments
    
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    99,230
    
    
    $
    41,996
    
    
    
    
    
    
    $
    1,802,875
    
    
    $
    (57,114
    )
    
    $
    1,886,987Reimbursables
    
    
    
    
    
    
    540
    
    
    
    410
    
    
    
    
    
    
    
    91,404
    
    
    
    
    
    
    
    92,354Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    111,201
    
    
    
    
    
    
    
    111,201Engineering, consulting and other
    
    
    
    
    
    
    69
    
    
    
    
    
    
    
    
    
    
    
    9,628
    
    
    
    
    
    
    
    9,697
    
    
    
    99,839
    
    
    
    42,406
    
    
    
    
    
    
    
    2,015,108
    
    
    
    (57,114
    )
    
    
    2,100,239OPERATING COSTS AND EXPENSESContract drilling services
    
    
    15,674
    
    
    
    19,172
    
    
    
    14,257
    
    
    
    6
    
    
    
    704,269
    
    
    
    (57,114
    )
    
    
    696,264Reimbursables
    
    
    
    
    
    
    419
    
    
    
    409
    
    
    
    
    
    
    
    78,692
    
    
    
    
    
    
    
    79,520Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91,353
    
    
    
    
    
    
    
    91,353Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,779
    
    
    
    
    
    
    
    16,779Depreciation and amortization
    
    
    
    
    
    
    25,229
    
    
    
    5,036
    
    
    
    
    
    
    
    223,060
    
    
    
    
    
    
    
    253,325Selling, general and administrative
    
    
    5,639
    
    
    
    2,061
    
    
    
    666
    
    
    
    
    
    
    
    37,906
    
    
    
    
    
    
    
    46,272Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,704
    )
    
    
    
    
    
    
    (10,704
    )21,313
    
    
    
    46,881
    
    
    
    20,368
    
    
    
    6
    
    
    
    1,141,355
    
    
    
    (57,114
    )
    
    
    1,172,809OPERATING INCOME (LOSS)
    
    
    (21,313
    )
    
    
    52,958
    
    
    
    22,038
    
    
    
    (6
    )
    
    
    873,753
    
    
    
    
    
    
    
    927,430OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    791,824
    
    
    
    724,042
    
    
    
    363,664
    
    
    
    404,821
    
    
    
    
    
    
    
    (2,284,351
    )
    
    
    Interest expense, net of amounts capitalized
    
    
    (22,109
    )
    
    
    (57,650
    )
    
    
    (38,891
    )
    
    
    (7
    )
    
    
    53,652
    
    
    
    48,838
    
    
    
    (16,167
    )Interest income and other, net
    
    
    (11,258
    )
    
    
    (3,043
    )
    
    
    11,210
    
    
    
    
    
    
    
    61,953
    
    
    
    (48,838
    )
    
    
    10,024INCOME BEFORE INCOME TAXES
    
    
    737,144
    
    
    
    716,307
    
    
    
    358,021
    
    
    
    404,808
    
    
    
    989,358
    
    
    
    (2,284,351
    )
    
    
    921,287INCOME TAX (PROVISION) BENEFIT
    
    
    (5,278
    )
    
    
    15,296
    
    
    
    5,897
    
    
    
    
    
    
    
    (205,336
    )
    
    
    
    
    
    
    (189,421
    )NET INCOME
    
    $
    731,866
    
    
    $
    731,603
    
    
    $
    363,918
    
    
    $
    404,808
    
    
    $
    784,022
    
    
    $
    (2,284,351
    )
    
    $
    731,866
  89




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2008
 OtherNHC and NDH
    
    
    Noble
    
    
    
    
    
    
    Subsidiaries
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    NHIL
    
    
    of Noble
    
    
    Adjustments
    
    
    TotalCASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    1,560,995
    
    
    $
    1,579,137
    
    
    $
    426,874
    
    
    $
    1,002,664
    
    
    $
    1,531,741
    
    
    $
    (4,540,416
    )
    
    $
    1,560,995Adjustments to reconcile net income to net cash
from operating activities:Depreciation and amortization
    
    
    
    
    
    
    34,025
    
    
    
    6,947
    
    
    
    
    
    
    
    315,686
    
    
    
    
    
    
    
    356,658Impairment loss on assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    10,000Deferred income tax provision
    
    
    
    
    
    
    
    
    
    
    2,664
    
    
    
    
    
    
    
    48,362
    
    
    
    
    
    
    
    51,026Share-based compensation expense
    
    
    35,899
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,899Equity earnings in affiliates
    
    
    (1,617,587
    )
    
    
    (1,465,802
    )
    
    
    (452,252
    )
    
    
    (1,004,775
    )
    
    
    
    
    
    
    4,540,416
    
    
    
    Pension contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,439
    )
    
    
    
    
    
    
    (21,439
    )Gain on disposal of assets, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,485
    )
    
    
    
    
    
    
    (36,485
    )Other, net
    
    
    1,875
    
    
    
    5,620
    
    
    
    3,557
    
    
    
    (2,017
    )
    
    
    (10,405
    )
    
    
    
    
    
    
    (1,370
    )Other changes in current assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (3,704
    )
    
    
    (3,400
    )
    
    
    
    
    
    
    (24,621
    )
    
    
    
    
    
    
    (31,725
    )Other current assets
    
    
    (3,921
    )
    
    
    (2,479
    )
    
    
    208
    
    
    
    
    
    
    
    (12,045
    )
    
    
    
    
    
    
    (18,237
    )Accounts payable
    
    
    
    
    
    
    704
    
    
    
    5,716
    
    
    
    78
    
    
    
    (4,008
    )
    
    
    
    
    
    
    2,490Other current liabilities
    
    
    23,330
    
    
    
    42,168
    
    
    
    1,656
    
    
    
    1,997
    
    
    
    (88,771
    )
    
    
    
    
    
    
    (19,620
    )Net cash from operating activities
    

    
    591
    
    
    
    189,669
    
    
    
    (8,030
    )
    
    
    (2,053
    )
    
    
    1,708,015
    
    
    
    
    
    
    
    1,888,192CASH FLOWS FROM INVESTING ACTIVITIESNew construction
    
    
    
    
    
    
    (799,736
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (799,736
    )Other capital expenditures
    
    
    
    
    
    
    
    
    
    
    (5,906
    )
    
    
    
    
    
    
    (318,049
    )
    
    
    
    
    
    
    (323,955
    )Major maintenance expenditures
    
    
    
    
    
    
    
    
    
    
    (3,444
    )
    
    
    
    
    
    
    (104,186
    )
    
    
    
    
    
    
    (107,630
    )Accrued capital expenditures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,830
    
    
    
    
    
    
    
    40,830Repayments of notes from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,065
    
    
    
    (21,065
    )
    
    
    Notes receivable from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (315,600
    )
    
    
    315,600
    
    
    
    Investments in affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Hurricane insurance receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,747
    
    
    
    
    
    
    
    21,747Proceeds from disposal of assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,451
    
    
    
    
    
    
    
    39,451Net cash from investing activities
    
    
    
    
    
    
    (799,736
    )
    
    
    (9,350
    )
    
    
    
    
    
    
    (614,742
    )
    
    
    294,535
    
    
    
    (1,129,293
    )CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on bank credit facilities
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000Payments on bank credit facilities
    
    
    (130,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (130,000
    )Payments of other long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,335
    )
    
    
    
    
    
    
    (10,335
    )Advances (to)/from affiliates
    
    
    317,475
    
    
    
    631,577
    
    
    
    17,333
    
    
    
    (247,185
    )
    
    
    (719,200
    )
    
    
    
    
    
    
    Notes payable to affiliates
    
    
    315,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (315,600
    )
    
    
    Repayments of notes to affiliates
    
    
    
    
    
    
    (21,065
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,065
    
    
    
    Capital contributions from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net proceeds from employee stock transactions
    
    
    9,304
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,304Tax benefit of employee stock transactions
    
    
    3,467
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,467Proceeds from issuance of senior notes, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    249,238
    
    
    
    
    
    
    
    
    
    
    
    249,238Dividends paid
    
    
    (244,198
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (244,198
    )Repurchases of ordinary shares
    
    
    (314,122
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (314,122
    )Net cash from financing activities
    
    
    (12,474
    )
    
    
    610,512
    
    
    
    17,333
    
    
    
    2,053
    
    
    
    (729,535
    )
    
    
    (294,535
    )
    
    
    (406,646
    )NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS
    
    
    (11,883
    )
    
    
    445
    
    
    
    (47
    )
    
    
    
    
    
    
    363,738
    
    
    
    
    
    
    
    352,253CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
    
    
    12,544
    
    
    
    
    
    
    
    73
    
    
    
    
    
    
    
    148,441
    
    
    
    
    
    
    
    161,058CASH AND CASH EQUIVALENTS,
END OF PERIOD
    
    $
    661
    
    
    $
    445
    
    
    $
    26
    
    
    $
    
    
    
    $
    512,179
    
    
    $
    
    
    
    $
    513,311
  90




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2007
 OtherNHC and NDH
    
    
    Noble
    
    
    
    
    
    
    Subsidiaries
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    NHIL
    
    
    of Noble
    
    
    Adjustments
    
    
    TotalCASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    1,206,011
    
    
    $
    1,244,000
    
    
    $
    545,354
    
    
    $
    759,646
    
    
    $
    1,261,991
    
    
    $
    (3,810,991
    )
    
    $
    1,206,011Adjustments to reconcile net income to net cash
from operating activities:Depreciation and amortization
    
    
    
    
    
    
    25,968
    
    
    
    5,610
    
    
    
    
    
    
    
    261,409
    
    
    
    
    
    
    
    292,987Impairment loss on assets
    
    
    
    
    
    
    
    
    
    
    400
    
    
    
    
    
    
    
    9,789
    
    
    
    
    
    
    
    10,189Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,514
    )
    
    
    
    
    
    
    (3,514
    )Deferred income tax provision
    
    
    
    
    
    
    4,795
    
    
    
    356
    
    
    
    
    
    
    
    15,358
    
    
    
    
    
    
    
    20,509Share-based compensation expense
    
    
    34,681
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,681Equity earnings in affiliates
    
    
    (1,313,963
    )
    
    
    (1,162,384
    )
    
    
    (574,976
    )
    
    
    (759,668
    )
    
    
    
    
    
    
    3,810,991
    
    
    
    Pension contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (54,233
    )
    
    
    
    
    
    
    (54,233
    )Other, net
    
    
    5,460
    
    
    
    22,188
    
    
    
    (422
    )
    
    
    
    
    
    
    28,801
    
    
    
    
    
    
    
    56,027Other changes in current assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (18,868
    )
    
    
    (3,086
    )
    
    
    
    
    
    
    (182,920
    )
    
    
    
    
    
    
    (204,874
    )Other current assets
    
    
    (3,473
    )
    
    
    (191
    )
    
    
    803
    
    
    
    
    
    
    
    26,137
    
    
    
    
    
    
    
    23,276Accounts payable
    
    
    (17,305
    )
    
    
    361
    
    
    
    3,150
    
    
    
    
    
    
    
    (11,877
    )
    
    
    
    
    
    
    (25,671
    )Other current liabilities
    
    
    2,653
    
    
    
    9,337
    
    
    
    3,316
    
    
    
    
    
    
    
    43,679
    
    
    
    
    
    
    
    58,985Net cash from operating activities
    
    
    (85,936
    )
    
    
    125,206
    
    
    
    (19,495
    )
    
    
    (22
    )
    
    
    1,394,620
    
    
    
    
    
    
    
    1,414,373CASH FLOWS FROM INVESTING ACTIVITIESNew construction
    
    
    
    
    
    
    (619,778
    )
    
    
    
    
    
    
    
    
    
    
    (135,189
    )
    
    
    
    
    
    
    (754,967
    )Other capital expenditures
    
    
    
    
    
    
    (170
    )
    
    
    (7,464
    )
    
    
    
    
    
    
    (416,023
    )
    
    
    
    
    
    
    (423,657
    )Major maintenance expenditures
    
    
    
    
    
    
    (5,834
    )
    
    
    (1,337
    )
    
    
    
    
    
    
    (101,248
    )
    
    
    
    
    
    
    (108,419
    )Accrued capital expenditures
    
    
    
    
    
    
    (6,334
    )
    
    
    
    
    
    
    
    
    
    
    51,594
    
    
    
    
    
    
    
    45,260Repayments of notes from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    708,626
    
    
    
    (708,626
    )
    
    
    Notes receivable from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,474,300
    )
    
    
    1,474,300
    
    
    
    Investments in affiliates
    
    
    (127,747
    )
    
    
    (727,747
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    855,494
    
    
    
    Proceeds from sales of property and equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,910
    
    
    
    
    
    
    
    7,910Proceeds from sale of business unit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    10,000Net cash from investing activities
    
    
    (127,747
    )
    
    
    (1,359,863
    )
    
    
    (8,801
    )
    
    
    
    
    
    
    (1,348,630
    )
    
    
    1,621,168
    
    
    
    (1,223,873
    )CASH FLOWS FROM FINANCING ACTIVITIESShort-term debt borrowing
    
    
    685,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    685,000Short-term debt payment
    
    
    (685,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (685,000
    )Borrowings on bank credit facilities
    
    
    135,000
    
    
    
    
    
    
    
    85,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    220,000Payments on bank credit facilities
    
    
    (35,000
    )
    
    
    
    
    
    
    (85,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (120,000
    )Payments of other long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,630
    )
    
    
    
    
    
    
    (9,630
    )Advances (to)/from affiliates
    
    
    200,991
    
    
    
    530,500
    
    
    
    (56,631
    )
    
    
    22
    
    
    
    (674,882
    )
    
    
    
    
    
    
    Notes payable to affiliates
    
    
    789,300
    
    
    
    600,000
    
    
    
    85,000
    
    
    
    
    
    
    
    
    
    
    
    (1,474,300
    )
    
    
    Repayments of notes to affiliates
    
    
    (685,000
    )
    
    
    (23,626
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    708,626
    
    
    
    Capital contributions from affiliates
    
    
    
    
    
    
    127,747
    
    
    
    
    
    
    
    
    
    
    
    727,747
    
    
    
    (855,494
    )
    
    
    Net proceeds from employee stock transactions
    
    
    38,995
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,995Tax benefit of employee stock transactions
    
    
    7,477
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,477Dividends paid
    
    
    (32,197
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (32,197
    )Repurchases of ordinary shares
    
    
    (195,797
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (195,797
    )Net cash from financing activities
    
    
    223,769
    
    
    
    1,234,621
    
    
    
    28,369
    
    
    
    22
    
    
    
    43,235
    
    
    
    (1,621,168
    )
    
    
    (91,152
    )NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS
    
    
    10,086
    
    
    
    (36
    )
    
    
    73
    
    
    
    
    
    
    
    89,225
    
    
    
    
    
    
    
    99,348CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
    
    
    2,458
    
    
    
    36
    
    
    
    
    
    
    
    
    
    
    
    59,216
    
    
    
    
    
    
    
    61,710CASH AND CASH EQUIVALENTS,
END OF PERIOD
    
    $
    12,544
    
    
    $
    
    
    
    $
    73
    
    
    $
    
    
    
    $
    148,441
    
    
    $
    
    
    
    $
    161,058
  91




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2006
 OtherNHC and NDH
    
    
    Noble
    
    
    
    
    
    
    Subsidiaries
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    NHIL
    
    
    of Noble
    
    
    Adjustments
    
    
    TotalCASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    731,866
    
    
    $
    731,603
    
    
    $
    363,918
    
    
    $
    404,808
    
    
    $
    784,022
    
    
    $
    (2,284,351
    )
    
    $
    731,866Adjustments to reconcile net income to net cash
from operating activities:Depreciation and amortization
    
    
    
    
    
    
    25,229
    
    
    
    5,036
    
    
    
    
    
    
    
    223,060
    
    
    
    
    
    
    
    253,325Impairment loss on assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,849
    
    
    
    
    
    
    
    4,849Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,704
    )
    
    
    
    
    
    
    (10,704
    )Deferred income tax provision
    
    
    
    
    
    
    2,700
    
    
    
    (876
    )
    
    
    
    
    
    
    2,313
    
    
    
    
    
    
    
    4,137Share-based compensation expense
    
    
    21,560
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,560Equity earnings in affiliates
    
    
    (791,824
    )
    
    
    (724,042
    )
    
    
    (363,664
    )
    
    
    (404,821
    )
    
    
    
    
    
    
    2,284,351
    
    
    
    Pension contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,928
    )
    
    
    
    
    
    
    (19,928
    )Other, net
    
    
    4,725
    
    
    
    2,256
    
    
    
    (272
    )
    
    
    
    
    
    
    17,697
    
    
    
    
    
    
    
    24,406Other changes in current assets and liabilities, net of
acquired working capital:Accounts receivable
    
    
    
    
    
    
    97
    
    
    
    1,998
    
    
    
    
    
    
    
    (133,109
    )
    
    
    
    
    
    
    (131,014
    )Other current assets
    
    
    1
    
    
    
    (404
    )
    
    
    (699
    )
    
    
    
    
    
    
    (12,586
    )
    
    
    
    
    
    
    (13,688
    )Accounts payable
    
    
    17,305
    
    
    
    2,781
    
    
    
    (177
    )
    
    
    
    
    
    
    33,837
    
    
    
    
    
    
    
    53,746Other current liabilities
    
    
    1,469
    
    
    
    48
    
    
    
    251
    
    
    
    
    
    
    
    68,392
    
    
    
    
    
    
    
    70,160Net cash from operating activities
    
    
    (14,898
    )
    
    
    40,268
    
    
    
    5,515
    
    
    
    (13
    )
    
    
    957,843
    
    
    
    
    
    
    
    988,715CASH FLOWS FROM INVESTING ACTIVITIESNew construction
    
    
    
    
    
    
    (477,205
    )
    
    
    
    
    
    
    
    
    
    
    (193,746
    )
    
    
    
    
    
    
    (670,951
    )Other capital expenditures
    
    
    
    
    
    
    
    
    
    
    (4,034
    )
    
    
    
    
    
    
    (378,059
    )
    
    
    
    
    
    
    (382,093
    )Major maintenance expenditures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (69,017
    )
    
    
    
    
    
    
    (69,017
    )Accrued capital expenditures
    
    
    
    
    
    
    6,334
    
    
    
    
    
    
    
    
    
    
    
    24,766
    
    
    
    
    
    
    
    31,100Repayments from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,562
    
    
    
    (21,562
    )
    
    
    Notes receivable from affiliates
    
    
    (35,000
    )
    
    
    
    
    
    
    27,896
    
    
    
    
    
    
    
    (45,000
    )
    
    
    52,104
    
    
    
    Proceeds from sales of property and equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,788
    
    
    
    
    
    
    
    3,788Proceeds from Smedvig disposition
    
    
    691,261
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    691,261Proceeds from sales and maturities of marketable
securities
    
    
    
    
    
    
    18,036
    
    
    
    
    
    
    
    
    
    
    
    27,966
    
    
    
    
    
    
    
    46,002Net cash from investing activities
    
    
    656,261
    
    
    
    (452,835
    )
    
    
    23,862
    
    
    
    
    
    
    
    (607,740
    )
    
    
    30,542
    
    
    
    (349,910
    )CASH FLOWS FROM FINANCING ACTIVITIESPayments on bank credit facilities
    
    
    
    
    
    
    
    
    
    
    (135,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (135,000
    )Payments of other long-term debt
    
    
    
    
    
    
    
    
    
    
    (600,000
    )
    
    
    
    
    
    
    (8,970
    )
    
    
    
    
    
    
    (608,970
    )Accounts receivable from affiliates
    
    
    (714,996
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (47,541
    )
    
    
    762,537
    
    
    
    Accounts payable to affiliates
    
    
    
    
    
    
    431,046
    
    
    
    670,623
    
    
    
    13
    
    
    
    (339,145
    )
    
    
    (762,537
    )
    
    
    Note payable to affiliate
    
    
    17,104
    
    
    
    (21,562
    )
    
    
    35,000
    
    
    
    
    
    
    
    
    
    
    
    (30,542
    )
    
    
    Net proceeds from employee stock transactions
    
    
    21,186
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,186Proceeds from issuance of senior notes, net of debt
issuance costs
    
    
    295,801
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    295,801Dividends paid
    
    
    (21,825
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,825
    )Repurchases of ordinary shares
    
    
    (250,132
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (250,132
    )Net cash from financing activities
    
    
    (652,862
    )
    
    
    409,484
    
    
    
    (29,377
    )
    
    
    13
    
    
    
    (395,656
    )
    
    
    (30,542
    )
    
    
    (698,940
    )NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS
    
    
    (11,499
    )
    
    
    (3,083
    )
    
    
    
    
    
    
    
    
    
    
    (45,553
    )
    
    
    
    
    
    
    (60,135
    )CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
    
    
    13,957
    
    
    
    3,119
    
    
    
    
    
    
    
    
    
    
    
    104,769
    
    
    
    
    
    
    
    121,845CASH AND CASH EQUIVALENTS,
END OF PERIOD
    
    $
    2,458
    
    
    $
    36
    
    
    $
    
    
    
    $
    
    
    
    $
    59,216
    
    
    $
    
    
    
    $
    61,710
 
  92




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ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  Managements Annual Report on Internal Control Over Financial Reporting
     
 ITEM 9B. OTHER INFORMATION.
   93




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  EXECUTIVE OFFICERS OF THE REGISTRANT
  Name
    
    Age
    
    
    PositionDavid W. Williams
    
    
    51
    
    
    Chairman of the Board, President and Chief Executive OfficerJulie J. Robertson
    
    
    52
    
    
    Executive Vice President and Corporate SecretaryThomas L. Mitchell
    
    
    48
    
    
    Senior Vice President, Chief Financial Officer, Treasurer and ControllerWilliam E. Turcotte
    
    
    45
    
    
    Senior Vice President and General Counsel
      94




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##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION.
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
  
 PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 (a)
    
    The following documents are filed as part of this report:
 (1)
    
    A list of the financial statements filed as a part of this report is set forth
in Item 8 on page 40 and is incorporated herein by reference.(2)
    
    Financial Statement Schedules:All schedules are omitted because they are either not applicable or required information
is shown in the financial statements or notes thereto.(3)
    
    Exhibits:The information required by this Item 15(a)(3) is set forth in the Index to Exhibits
accompanying this Annual Report on Form 10-K and is incorporated herein by reference.
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SIGNATURES
  NOBLE CORPORATIONDate:  February 27, 2009
    By:
    /s/ DAVID W. WILLIAMSDavid W. Williams, Chairman of the Board,President and Chief Executive Officer  Signature
    
    Capacity In Which Signed
    
    Date/s/ DAVID W. WILLIAMS
    
    Chairman of the Board, President and
    
    February 27, 2009David W. Williams
    
    Chief Executive Officer
(Principal Executive Officer)/s/ THOMAS L. MITCHELL
    
    Senior Vice President, Chief Financial
    
    February 27, 2009Thomas L. Mitchell
    
    Officer, Treasurer and
Controller
(Principal Financial and Accounting
Officer)/s/ MICHAEL A. CAWLEY
    
    Director
    
    February 27, 2009Michael A. Cawley/s/ LAWRENCE J. CHAZEN
    
    Director
    
    February 27, 2009Lawrence J. Chazen/s/ LUKE R. CORBETT
    
    Director
    
    February 27, 2009Luke R. Corbett/s/ JULIE H. EDWARDS
    
    Director
    
    February 27, 2009Julie H. Edwards/s/ MARC E. LELAND
    
    Director
    
    February 27, 2009Marc E. Leland/s/ JACK E. LITTLE
    
    Director
    
    February 27, 2009Jack E. Little/s/ MARY P. RICCIARDELLO
    
    Director
    
    February 27, 2009Mary P. Ricciardello
  96




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INDEX TO EXHIBITS
 ExhibitNumber
    
    Exhibit2.1
    
    
    Agreement and Plan of Merger dated as of March 11, 2002 among Noble Corporation (the
Registrant), Noble Cayman Acquisition Corporation, Noble Holding (U.S.) Corporation and
Noble Drilling Corporation (included as Annex A to the proxy statement/prospectus that
constitutes a part of the Registrants Registration Statement on Form S-4 (No. 333-84278) and
incorporated herein by reference).2.2
    
    
    Agreement and Plan of Merger, Reorganization and Consolidation, dated as of December 19,
2008, among Noble Corporation, Noble Corporation and Noble Cayman Acquisition Ltd. (filed as
Exhibit 1.1 to the Registrants Current Report on Form 8-K filed on December 22, 2008 and
incorporated herein by reference).3.1
    
    
    Memorandum of Association of the Registrant (filed as Exhibit 3.3 to the Registrants
Registration Statement on Form S-4 (No. 333-84278) and incorporated herein by reference).3.2
    
    
    Articles of Association of the Registrant, as amended (filed as Exhibit 3.2 to the
Registrants Quarterly Report on Form 10-Q for the three-month period ended March 31, 2005 and
incorporated herein by reference).4.1
    
    
    Indenture dated as of March 1, 1999, between Noble Drilling Corporation and JP Morgan Chase
Bank, National Association (formerly Chase Bank of Texas, National Association), as trustee
(filed as Exhibit 4.1 to the Form 8-K of Noble Drilling Corporation filed on March 23, 1999
and incorporated herein by reference).4.2
    
    
    Supplemental Indenture dated as of March 16, 1999, between Noble Drilling Corporation and JP
Morgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association),
as trustee, relating to 6.95% senior notes due 2009 and 7.50% senior notes due 2019 of Noble
Drilling Corporation (filed as Exhibit 4.2 to Noble Drilling Corporations Form 8-K filed on
March 23, 1999 and incorporated herein by reference).4.3
    
    
    Second Supplemental Indenture, dated as of April 30, 2002, between Noble Drilling
Corporation, Noble Holding (U.S.) Corporation and Noble Corporation, and JP Morgan Chase Bank,
National Association, as trustee, relating to 6.95% senior notes due 2009 and 7.50% senior
notes due 2019 of Noble Drilling Corporation (filed as Exhibit 4.6 to the Registrants
Quarterly Report on Form 10-Q for the three-month period ended March 31, 2002 and incorporated
herein by reference).4.4
    
    
    Third Supplemental Indenture, dated as of December 20, 2005, between Noble Drilling
Corporation, Noble Drilling Holding LLC, Noble Holding (U.S.) Corporation and Noble
Corporation and JP Morgan Chase Bank, National Association, as trustee, relating to 6.95%
senior notes due 2009 and 7.50% senior notes due 2019 of Noble Drilling Corporation (filed as
Exhibit 4.14 to the Registrants Registration Statement on Form S-3 (No. 333-131885) and
incorporated herein by reference).4.5
    
    
    Indenture, dated as of May 26, 2006, between Noble Corporation, as Issuer, and JPMorgan Chase
Bank, National Association, as trustee (filed as Exhibit 4.1 to the Registrants Current
Report on Form 8-K filed on May 26, 2006 and incorporated herein by reference).4.6
    
    
    First Supplemental Indenture, dated as of May 26, 2006, between Noble Corporation, as Issuer,
Noble Drilling Corporation, as Guarantor, and JP Morgan Chase Bank, National Association, as
trustee, relating to 5.875% senior notes due 2013 of Noble Corporation (filed as Exhibit 4.2
to the Registrants Current Report on Form 8-K filed on May 26, 2006 and incorporated herein
by reference).
  97




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ExhibitNumber
    
    Exhibit4.7
    
    
    Specimen Note for the 5.875% senior notes due 2013 of Noble Corporation (filed as Exhibit 4.3
to the Registrants Current Report on Form 8-K filed on May 26, 2006 and incorporated herein
by reference).4.8
    
    
    Revolving Credit Agreement, dated as of March 15, 2007, among Noble Corporation; the Lenders
from time to time parties thereto; Citibank, N.A., as Administrative Agent, Swingline Lender
and an Issuing Bank; SunTrust Bank, as Syndication Agent; The Bank of Tokyo-Mitsubishi UFJ,
Ltd., Houston Agency, Fortis Capital Corp., and Wells Fargo Bank, N.A., as Co-Documentation
Agents; and Citigroup Global Markets Inc., and SunTrust Robinson Humphrey, a division of
SunTrust Capital Markets, Inc., as Co-Lead Arrangers and Co-Book Running Managers (filed as
Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on March 20, 2007 and
incorporated herein by reference).4.9
    
    
    Indenture, dated as of November 21, 2008, between Noble Holding International Limited, as
Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4.1
to the Registrants Current Report on Form 8-K filed on November 21, 2008 and incorporated
herein by reference).4.10
    
    
    First Supplemental Indenture, dated as of November 21, 2008, among Noble Holding
International Limited, as Issuer, Noble Corporation, as Guarantor, and The Bank of New York
Mellon Trust Company, N.A., as Trustee, relating to 7.375% senior notes due 2014 of Noble
Holding International Limited (filed as Exhibit 4.2 to the Registrants Current Report on
Form 8-K filed on November 21, 2008 and incorporated herein by reference).4.11
    
    
    Specimen Note for the 7.375% senior notes due 2014 of Noble Holding International Limited
(filed as Exhibit 4.3 to the Registrants Current Report on Form 8-K filed on November 21,
2008 and incorporated herein by reference).4.12
    
    
    Form of Limited Consent (filed as Exhibit 1.1 to the Registrants Current Report on Form 8-K
filed on January 21, 2009 and incorporated herein by reference).10.1
    *
    
    Noble Drilling Corporation Equity Compensation Plan for Non-Employee Directors (filed as
Exhibit 4.1 to Noble Drilling Corporations Registration Statement on Form S-8 (No. 333-17407)
dated December 6, 1996 and incorporated herein by reference).10.2
    *
    
    Amendment, effective as of May 1, 2002, to the Noble Drilling Corporation Equity
Compensation Plan for Non-Employee Directors (filed as Exhibit 10.1 to Post-Effective
Amendment No. 1 to the Registrants Registration Statement on Form S-8 (No. 333-17407) and
incorporated herein by reference).10.3
    *
    
    Amendment No. 2 to the Noble Corporation Equity Compensation Plan for Non-Employee Directors
dated February 4, 2005 (filed as Exhibit 10.20 to the Registrants Annual Report on Form 10-K
for the year ended December 31, 2004 and incorporated herein by reference).10.4
    *
    
    Noble Drilling Corporation 401(k) Savings Restoration Plan (filed as Exhibit 10.1 to Noble
Drilling Corporations Registration Statement on Form S-8 dated January 18, 2001 (No.
333-53912) and incorporated herein by reference).10.5
    *
    
    Amendment No. 1 to the Noble Drilling Corporation 401(k) Savings Restoration Plan (filed as
Exhibit 10.1 to Post-Effective Amendment No. 1 to the Registrants Registration Statement on
Form S-8 (No. 333-53912) and incorporated herein by reference).10.6
    *
    
    Amendment No. 2 to the Noble Drilling Corporation 401(k) Savings Restoration Plan dated
February 25, 2003 (filed as Exhibit 10.30 to the Registrants Annual Report on Form 10-K for
the year ended December 31, 2005 and incorporated herein by reference).10.7
    *
    
    Amendment No. 3 to the Noble Drilling Corporation 401(k) Savings Restoration Plan dated
March 9, 2005 (filed as Exhibit 10.31 to the Registrants Annual Report on Form 10-K for the
year ended December 31, 2005 and incorporated herein by reference).
  98




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ExhibitNumber
    
    Exhibit10.8
    *
    
    Amendment No. 4 to the Noble Drilling Corporation 401(k) Savings Restoration Plan dated
March 30, 2007 (filed as Exhibit 10.41 to the Registrants Annual Report on Form 10-K for the
year ended December 31, 2007 and incorporated herein by reference).10.9
    *
    
    Noble Drilling Corporation Retirement Restoration Plan dated April 27, 1995 (filed as
Exhibit 10.2 to Noble Drilling Corporations Quarterly Report on Form 10-Q for the three-month
period ended March 31, 1995 and incorporated herein by reference).10.10
    *
    
    Amendment No. 1 to the Noble Drilling Corporation Retirement Restoration Plan dated January
29, 1998 (filed as Exhibit 10.18 to Noble Drilling Corporations Annual Report on Form 10-K
for the year ended December 31, 1997 and incorporated herein by reference).10.11
    *
    
    Amendment No. 2 to the Noble Drilling Corporation Retirement Restoration Plan dated June 28,
2004, effective as of July 1, 2004 (filed as Exhibit 10.32 to the Registrants Annual Report
on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).10.12
    *
    
    Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Restricted Share
Plan for Non-Employee Directors dated February 4, 2005 (filed as Exhibit 10.21 to the
Registrants Annual Report on Form 10-K for the year ended December 31, 2004 and incorporated
herein by reference).10.13
    *
    
    Second Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Share Plan
for Non-Employee Directors (filed as Exhibit 10.2 to the Registrants Quarterly Report on Form
10-Q for the three-month period ended September 25, 2007 and incorporated herein by
reference).10.14
    *
    
    Form of Noble Corporation Nonqualified Stock Option Agreement under the Noble Corporation
1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.1 to the Registrants Current
Report on Form 8-K filed on May 4, 2005 and incorporated herein by reference).10.15
    *
    
    Form of Noble Corporation Performance-Vested Restricted Stock Agreement under the Noble
Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.23 to the
Registrants Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated
herein by reference).10.16
    *
    
    Form of Noble Corporation Time-Vested Restricted Stock Agreement under the Noble Corporation
1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.24 to the Registrants Annual
Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by
reference).10.17
    *
    
    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 (filed as Exhibit 10.5 to the Registrants Current Report on Form 8-K filed on May
4, 2005 and incorporated herein by reference).10.18
    *
    
    Form of Noble Corporation Performance-Vested Restricted Stock Agreement under the Noble
Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.1 to the
Registrants Quarterly Report on Form 10-Q for the three-month period ended March 31, 2008 and
incorporated herein by reference).10.19
    *
    
    Form of Noble Corporation Time-Vested Restricted Stock Agreement under the Noble Corporation
1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.1 to the Registrants
Quarterly Report on Form 10-Q for the three-month period ended March 31, 2008 and incorporated
herein by reference).10.20
    *
    
    Amended and Restated Employment Agreement, dated as of April 30, 2002, by and between Noble
Drilling Corporation and Julie J. Robertson (filed as Exhibit 10.8 to the Registrants
Quarterly Report on Form 10-Q for the three-month period ended March 31, 2002 and incorporated
herein by reference).
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ExhibitNumber
    
    Exhibit10.21
    *
    
    Employment Agreement, dated as of October 27, 2006, by and between Noble Drilling
Corporation and Thomas L. Mitchell (filed as Exhibit 10.35 to the Registrants Annual Report
on Form 10-K for the year ended December 31, 2006 and incorporated herein by reference).10.22
    *
    
    Transition Consulting Services Agreement dated as of April 26, 2007 between Noble
Corporation and James C. Day (filed as Exhibit 10.1 to the Registrants Current Report on Form
8-K filed on May 1, 2007 and incorporated herein by reference).10.23
    *
    
    Employment Agreement, dated as of October 27, 2006, by and between Noble Drilling Services
Inc. and David W. Williams (filed as Exhibit 10.39 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2007 and incorporated herein by reference).10.24
    *
    
    Noble Corporation 2008 Short Term Incentive Plan (filed as Exhibit 10.1 to the Registrants
Current Report on Form 8-K filed on May 6, 2008 and incorporated herein by reference).10.25
    *
    
    Separation
Agreement and Release between Noble Corporation and Robert D. Campbell, dated May 13, 2008
(filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on May 16, 2008
and incorporated herein by reference).10.26
    *
    
    Composite copy of the Noble Corporation 1991 Stock Option and Restricted Stock Plan dated
December 31, 2008.10.27
    *
    
    Amendment to the Noble Corporation 1991 Stock Option and Restricted Stock Plan dated as of
December 31, 2008.10.28
    *
    
    Amendment to the Second Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and
Share Plan for Non-Employee Directors dated December 31, 2008.10.29
    *
    
    Amendment to the Noble Corporation Equity Compensation Plan for Non-Employee
Directors dated December 31, 2008.10.30
    *
    
    Amendment to the Noble Corporation 2008 Short Term Incentive Plan dated December 31, 2008.10.31
    *
    
    Noble Drilling Corporation 2009 401(k) Savings Restoration Plan effective January 1, 2009.10.32
    *
    

Noble
Drilling Corporation Retirement Restoration Plan dated
December 29, 2008, effective January 1, 2009.10.33
    *
    
    Noble Corporation Summary of Directors Compensation.10.34
    *
    
    Form of Noble Corporation Performance-Vested Restricted Stock Agreement under the Noble
Corporation 1991 Stock Option and Restricted Stock Plan.10.35
    *
    
    Form of Noble Corporation Time-Vested Restricted Stock Agreement under the Noble Corporation
1991 Stock Option and Restricted Stock Plan.10.36
    *
    
    Form of Noble Corporation Nonqualified Stock Option Agreement under the Noble Corporation
1991 Stock Option and Restricted Stock Plan.10.37
    *
    
    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.10.38
    *
    
    Employment agreement by and between Noble Drilling Services, Inc. and David W. Williams
dated December 30, 2008.10.39
    *
    
    Employment agreement by and between Noble Drilling Services, Inc. and Thomas L. Mitchell
dated December 30, 2008.
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ExhibitNumber
    
    Exhibit10.40
    *
    
    Employment agreement by and between Noble Drilling Services, Inc. and Julie J. Robertson
dated December 30, 2008.14.1
    
    
    Noble Corporation Code of Business Conduct and Ethics (filed as Exhibit 14.1 to the
Registrants Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated
herein by reference).21.1
    
    
    Subsidiaries of the Registrant.23.1
    
    
    Consent of PricewaterhouseCoopers LLP.31.1
    
    
    Certification of David W. Williams pursuant to SEC Rule 13a-14(a) or Rule 15d-14(a).31.2
    
    
    Certification of Thomas L. Mitchell pursuant to SEC Rule 13a-14(a) or Rule 15d-14(a).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 2002.32.2
    +
    
    Certification of Thomas L. Mitchell pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Management contract or compensatory plan or arrangement.+
    
    Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.  101