##### Table of Contents



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, 2007
 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)  Registrants Telephone Number, Including Area 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
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PAGEPART IITEM 1. BUSINESS
    
    
    1General
    
    
    1Business Strategy
    
    
    1Business Development During 2007
    
    
    2Drilling Contracts
    
    
    3Offshore Drilling Operations
    
    
    4Contract Drilling Services
    
    
    4Labor Contracts
    
    
    4Competition
    
    
    4Governmental Regulation and Environmental Matters
    
    
    5Employees
    
    
    5Financial Information about Segments and Geographic Areas
    
    
    5Available Information
    
    
    5ITEM 1A. RISK FACTORS
    
    
    6Risk Factors
    
    
    6Forward-Looking Statements
    
    
    12ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    12ITEM 2. PROPERTIES
    
    
    13Drilling Fleet
    
    
    13Semisubmersibles
    
    
    13Dynamically Positioned Drillships
    
    
    13Independent Leg Cantilevered Jackups
    
    
    13Submersibles
    
    
    13Drilling Fleet Table
    
    
    14Facilities
    
    
    17ITEM 3. LEGAL PROCEEDINGS
    
    
    17ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    17EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    17PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    18ITEM 6. SELECTED FINANCIAL DATA
    
    
    20ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
    
    
    20Executive Overview
    
    
    21Internal Investigation
    
    
    22Results of Operations
    
    
    24Liquidity and Capital Resources
    
    
    32Critical Accounting Policies and Estimates
    
    
    35ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
    
    
    38ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    40ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
    
    
    90ITEM 9A. CONTROLS AND PROCEDURES
    
    
    90ITEM 9B. OTHER INFORMATION
    
    
    90PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    91ITEM 11. EXECUTIVE COMPENSATION
    
    
    91ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
    
    
    91ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
    
    
    91ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    91PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    92SIGNATURES
    
    
    93Employment Agreement - David W. WilliamsParent Guaranty of Employment Agreement - David W. WilliamsAmendment No. 4 to 401(k) Savings Restoration PlanSubsidiaries of the RegistrantConsent of PricewaterhouseCoopers LLPCertification of David W. Williams Pursuant to Rule 13a-14(a) or Rule 15d-14(a)Certification of Thomas L. Mitchell Pursuant to Rule 13a-14(a) or 15d-14(a)Certification of David W. Williams Pursuant to Section 906Certification of Thomas L. Mitchell Pursuant to Section 906




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PART I
 
 ITEM 1. BUSINESS.
 
 GENERAL
   
 BUSINESS STRATEGY
  
    
    a long-term drilling contract was signed for a fourth newbuild ultra-deepwater
semisubmersible, the Noble Jim Day;
    
    construction was completed and we took delivery of the newbuild ultra-deepwater
semisubmersible, the Noble Clyde Boudreaux, which is now operating under a long-term
contract in the U.S. Gulf of Mexico;
    
    construction continued on two other newbuild ultra-deepwater semisubmersibles, the Noble
Dave Beardand Noble Danny Adkins, which are scheduled for delivery in the fourth quarter
of 2008 and the first quarter of 2009, respectively;
    
    we took delivery of our newbuild F&G JU-2000E enhanced premium independent leg
cantilevered jackup, the Noble Roger Lewis, which is now operating under a long-term
drilling contract in Qatar; and
    
    construction continued on two F&G JU-2000E enhanced premium independent leg cantilevered
jackups, the Noble Hans Deuland Noble Scott Marks, which are being constructed in China
and are scheduled for delivery in the third quarter of 2008 and the second quarter of 2009,
respectively.
   1




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BUSINESS DEVELOPMENT DURING 2007
 Noble Jim Day Noble Danny Adkins Noble Jim Day
 Noble Max Smith Noble Max Smith Noble Max Smith
 SM Noble Paul Romano Noble Jim Thompson SM Noble Amos Runner
 Noble Clyde Boudreaux
 2




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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 major equipment or force majeure events beyond our control and the
control of the customer;
    
    options in favor of the customer 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 our customers (in
contracts for approximately 67 percent of our rigs).
    3




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OFFSHORE DRILLING OPERATIONS
 
 Contract Drilling Services
    
 Labor Contracts
    Noble Kolskaya Noble Kolskaya
 
 COMPETITION
    4




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GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS
   
 EMPLOYEES
  
 FINANCIAL INFORMATION ABOUT SEGMENTS AND GEOGRAPHIC AREAS
   
 AVAILABLE INFORMATION
  5




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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 international 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.
 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.
  6




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##### Table of Contents



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;
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
    
    shipyard failures and difficulties; and
    
    failure or delay of third-party equipment vendors or service providers.
  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.
    8




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Demand for our drilling services may decrease due to events beyond our control.
  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.
    9




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Our international 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.
   10




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We could be adversely affected by violations of applicable anti-corruption laws.
  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.
  11




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We are subject to changes in tax laws.
    
 Forward-Looking Statements
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
  12




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ITEM 2. PROPERTIES.
 
 DRILLING FLEET
  
 Semisubmersibles
 Noble Danny Adkins Noble Jim Day
 
 Dynamically Positioned Drillships
 Noble Leo Segerius Noble Roger Eason Noble Muravlenko
 
 Independent Leg Cantilevered Jackups
 Noble Hans Deul Noble Scott Marks
 
 Submersibles
  13




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Drilling Fleet Table
  14




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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
    
    10,000
    
    30,000
    
    Brazil
    
    ActiveNoble Paul Romano
    
    Noble EVA-4000
    
    1998 R/2007M
    
    6,000
    
    30,000
    
    U.S. Gulf of Mexico
    
    ActiveNoble Amos Runner
    
    Noble EVA-4000
    
    1999 R
    
    8,000
    
    32,500
    
    U.S. Gulf of Mexico
    
    ActiveNoble Jim Thompson
    
    Noble EVA-4000
    
    1999 R/2006 M
    
    6,000
    
    30,000
    
    U.S. Gulf of Mexico
    
    ActiveNoble Max Smith
    
    Noble EVA-4000
    
    1999 R
    
    7,000
    
    30,000
    
    U.S. Gulf of Mexico
    
    ActiveNoble Homer Ferrington
    
    Friede & Goldman 9500        Enhanced Pacesetter
    
    2004 R
    
    6,000
    
    30,000
    
    Nigeria
    
    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
    
    Friede & Goldman 9500
        Enhanced Pacesetter
    
    2007 R/M
    
    10,000
    
    35,000
    
    U.S. Gulf of Mexico
    
    ActiveNoble Dave Beard (4)
    
    Friede & Goldman 9500
        Enhanced Pacesetter-DP
    
    2008 R
    
    10,000
    
    35,000
    
    China
    
    Shipyard/ContractedNoble Danny Adkins (4)
    
    Trosvik Bingo 9000-DP
    
    2009 N
    
    12,000
    
    35,000
    
    Singapore
    
    Shipyard/ContractedNoble Jim Day (4)
    
    Trosvik Bingo 9000-DP
    
    2009 N
    
    12,000
    
    35,000
    
    Singapore
    
    Shipyard/ContractedDynamically Positioned Drillships - 3Noble 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(5)
    
    Gusto Engineering Pelican Class
    
    1997 R
    
    4,900
    
    20,000
    
    Brazil
    
    ActiveIndependent 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) (6)
    
    Baker Marine Europe Class
    
    2001 R
    
    390
    
    25,000
    
    U.K.
    
    ActiveNoble Al White(3)
    
    CFEM T-2005C
    
    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-2005C
    
    1982
    
    300
    
    30,000
    
    Denmark
    
    ActiveNoble Roy Butler (7)
    
    F&G L-780 MOD II
    
    1998 R
    
    300
    
    25,000
    
    Nigeria
    
    ShipyardNoble 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
    
    Qatar
    
    ActiveNoble Jimmy Puckett
    
    F&G L-780 MOD II
    
    2002 R
    
    300
    
    25,000
    
    Qatar
    
    ActiveNoble Gus Androes
    
    Levingston 111-C
    
    2004 R
    
    300
    
    30,000
    
    U.A.E.
    
    ActiveNoble Lewis Dugger
    
    Levingston 111-C
    
    1997 R
    
    300
    
    25,000
    
    Mexico
    
    ActiveNoble Ed Holt
    
    Levingston 111-C
    
    2003 R
    
    300
    
    25,000
    
    India
    
    ActiveNoble Sam Noble
    
    Levingston 111-C
    
    1982
    
    300
    
    25,000
    
    Mexico
    
    ActiveNoble Gene Rosser
    
    Levingston 111-C
    
    1996 R
    
    300
    
    20,000
    
    Mexico
    
    ActiveNoble John Sandifer
    
    Levingston 111-C
    
    1995 R
    
    300
    
    25,000
    
    Mexico
    
    ActiveNoble Harvey Duhaney
    
    Levingston 111-C
    
    2001 R
    
    300
    
    25,000
    
    Qatar
    
    ActiveNoble Mark Burns
    
    Levingston 111-C
    
    2005 R
    
    300
    
    25,000
    
    U.A.E.
    
    ActiveNoble Cees van Diemen
    
    MODEC 300C-38
    
    2004 R
    
    300
    
    25,000
    
    Qatar
    
    ActiveNoble 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 (8)
    
    MLT Class 116-C
    
    1979
    
    328
    
    25,000
    
    U.A.E.
    
    Shipyard/ContractedNoble Charles Copeland (9)
    
    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
    
    Equatorial Guinea
    
    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)
    
    Marine Structure CJ-46
    
    1982
    
    250
    
    25,000
    
    The Netherlands
    
    ActiveNoble Lynda Bossler (3)
    
    Marine Structure CJ-46
    
    1982
    
    250
    
    25,000
    
    The Netherlands
    
    ActiveNoble Piet van Ede (3)
    
    Marine Structure CJ-46
    
    1982
    
    250
    
    25,000
    
    The Netherlands
    
    ActiveNoble Dick Favor
    
    Baker Marine BMC 150
    
    2004 R
    
    150
    
    20,000
    
    Qatar
    
    ActiveNoble Don Walker
    
    Baker Marine BMC 150-SD
    
    1992 R
    
    150
    
    20,000
    
    Nigeria
    
    ActiveDhabi II
    
    Baker Marine BMC 150
    
    2006 R
    
    150
    
    20,000
    
    U.A.E.
    
    ActiveNoble Roger Lewis (3) (10)
    
    F&G JU-2000E
    
    2007 N
    
    400
    
    30,000
    
    Qatar
    
    ActiveNoble Hans Deul (3)
    
    F&G JU-2000E
    
    2008 N
    
    400
    
    30,000
    
    China
    
    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
    
    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; 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)
    
    Water depth rating is subsequent to the rigs planned upgrade. The Noble Danny Adkins
and Noble Jim Daywere baredeck hulls built in 1999. We began a project to construct
the Noble Danny Adkinsas an ultra-deepwater semisubmersible in late 2005 and the
Noble Jim Dayin early 2007.(5)
    
    We operate the unit and own an 82 percent interest in the unit through a joint venture.(6)
    
    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.(7)
    
    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.(8)
    
    Although designed for a water depth rating of 328 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 328 feet of
water.(9)
    
    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.(10)
    
    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.
 Noble Jim Thompson
 16




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FACILITIES
  
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
 EXECUTIVE OFFICERS OF THE REGISTRANT
  Name
    
    Age
    
    PositionDavid W. Williams
    
    
    50
    
    
    Chairman of the Board, Chief Executive Officer and PresidentJulie J. Robertson
    
    
    51
    
    
    Executive Vice President and Corporate SecretaryThomas L. Mitchell
    
    
    47
    
    
    Senior Vice President, Chief Financial Officer, Treasurer and ControllerRobert D. Campbell
    
    
    57
    
    
    Senior Vice President and General Counsel and Assistant Secretary
    17




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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 Paid2007Fourth 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
    
    
    
    0.022006Fourth quarter
    
    $
    41.16
    
    
    $
    29.26
    
    
    $
    0.02Third quarter
    
    
    38.63
    
    
    
    30.46
    
    
    
    0.02Second quarter
    
    
    43.08
    
    
    
    31.23
    
    
    
    0.02First quarter
    
    
    42.48
    
    
    
    34.51
    
    
    
    0.02
   18




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##### Table of Contents



Purchases of Ordinary Shares
  Total Number of Shares
    
    Maximum Number ofTotal Number
    
    
    
    
    
    Purchased as Part of
    
    Shares that May Yet Beof Shares
    
    Average Price
    
    Publicly Announced
    
    Purchased Under thePeriod
    
    Purchased
    
    Paid per Share(2)(4)
    
    Plans or Programs(1)(2)(4)
    
    Plans or Programs(1)October 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,748,000November 2007
    
    
    702,720
    (3)
    
    $
    51.25
    
    
    
    693,000
    
    
    
    27,055,000December 2007
    
    
    750,374
    (5)
    
    $
    52.84
    
    
    
    750,000
    
    
    
    26,305,000
 
 (1)
    
    All share purchases were made in the open market pursuant to the share repurchase program
that Nobles board of directors authorized and adopted and that we announced on January 31,
2002. On February 2, 2007, we announced that Nobles board of directors had increased the
share repurchase authorization by 20,000,000 shares, resulting in 30,524,000 shares authorized
for repurchase. Our share repurchase program has no date of expiration.(2)
    
    Shares repurchased in November totaled 693,000 shares at an average price of $51.20 per share
($35.5 million).(3)
    
    Includes 9,720 ordinary shares at an average price of $55.08 per share acquired by surrender
of ordinary shares to us by employees for withholding taxes payable upon the vesting of
restricted stock.(4)
    
    Shares repurchased in December totaled 750,000 shares at an average price of $52.84 per share
($39.6 million).(5)
    
    Includes 374 ordinary shares at an average price of $50.14 per share acquired by surrender of
ordinary shares to us by employees for withholding taxes payable upon the vesting of
restricted stock. 19




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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA.
  Year Ended December 31,2007
    
    2006
    
    2005
    
    2004
    
    2003(In thousands, except per share amounts)Statement of Income DataOperating revenues
    
    $
    2,995,311
    
    
    $
    2,100,239
    
    
    $
    1,382,137
    
    
    $
    1,066,231
    
    
    $
    987,380Net income
    
    
    1,206,011
    
    
    
    731,866
    
    
    
    296,696
    
    
    
    146,086
    
    
    
    166,416Net income per share:Basic
    
    
    4.52
    
    
    
    2.69
    
    
    
    1.09
    
    
    
    0.55
    
    
    
    0.63Diluted
    
    
    4.48
    
    
    
    2.66
    
    
    
    1.08
    
    
    
    0.55
    
    
    
    0.63Balance Sheet Data (at end of period)Cash and marketable securities (1)
    
    $
    161,058
    
    
    $
    61,710
    
    
    $
    166,302
    
    
    $
    191,578
    
    
    $
    237,843Property and equipment, net
    
    
    4,795,916
    
    
    
    3,858,393
    
    
    
    2,999,019
    
    
    
    2,743,620
    
    
    
    2,625,866Total assets
    
    
    5,876,006
    
    
    
    4,585,914
    
    
    
    4,346,367
    
    
    
    3,307,973
    
    
    
    3,189,633Long-term debt
    
    
    774,182
    
    
    
    684,469
    
    
    
    1,129,325
    
    
    
    503,288
    
    
    
    541,907Total debt (2)
    
    
    784,516
    
    
    
    694,098
    
    
    
    1,138,297
    
    
    
    511,649
    
    
    
    589,573Shareholders equity
    
    
    4,308,322
    
    
    
    3,228,993
    
    
    
    2,731,734
    
    
    
    2,384,434
    
    
    
    2,178,425Other DataNet cash provided by operating activities
    
    $
    1,414,373
    
    
    $
    988,715
    
    
    $
    529,010
    
    
    $
    332,221
    
    
    $
    365,308Capital expenditures
    
    
    1,287,043
    
    
    
    1,122,061
    
    
    
    545,095
    
    
    
    333,989
    
    
    
    344,118Cash dividends declared per share (3)
    
    
    0.12
    
    
    
    0.08
    
    
    
    0.05
    
    
    
    
    
    
    
    
 
 (1)
    
    Consists of Cash and cash equivalents, and for the years ended December 31, 2005, 2004 and
2003 Investments in current marketable securities.(2)
    
    Consists of Long-Term Debt and Current maturities of
long-term debt.(3)
    
    In October 2004, Nobles 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. 
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
  Noble Kolskaya
 20




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##### Table of Contents



EXECUTIVE OVERVIEW
 Our 2007 financial and operating results include:
    
    operating revenues totaling $3 billion;
    
    net income of $1.2 billion or $4.48 per diluted share;
    
    net cash provided by operating activities totaling $1.4 billion;
    
    an increase in our average dayrate across our worldwide fleet to $139,948 from $97,837
in 2006;
    
    taking delivery of the ultra-deepwater semisubmersible, the Noble Clyde Boudreaux, and
the enhanced premium jackup, the Noble Roger Lewis;
    
    announcement of a long-term contract for a fourth newbuild ultra-deepwater
semisubmersible, the Noble Jim Day;
    
    a two-for-one stock split in the form of a 100 percent stock dividend, with the payment
of a quarterly cash dividend thereafter in an amount that effectively doubled our cash
dividend paid for the quarter preceding the stock split; and
    
    a decrease in debt to 15 percent of total capitalization at the end of 2007, down from
18 percent at the end of 2006.
     21




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##### Table of Contents




    
    we signed a long-term drilling contract for a fourth newbuild ultra-deepwater
semisubmersible, the Noble Jim Day;
    
    we took delivery of the newbuild ultra-deepwater semisubmersible, the Noble Clyde
Boudreaux, which is now operating under a long-term contract in the U.S. Gulf of Mexico;
    
    construction continued on two other newbuild ultra-deepwater semisubmersibles, the Noble
Dave Beardand Noble Danny Adkins, which are scheduled for delivery in the fourth quarter
of 2008 and the first quarter of 2009, respectively;
    
    construction was completed and we took delivery of our newbuild F&G JU-2000E enhanced
premium independent leg cantilevered jackup, the Noble Roger Lewis, which is now operating
under a long-term drilling contract in Qatar; and
    
    construction continued on two F&G JU-2000E enhanced premium independent leg cantilevered
jackups, the Noble Hans Deuland Noble Scott Marks, which are being constructed in China
and are scheduled for delivery in the third quarter of 2008 and the second quarter of 2009,
respectively.
  
 INTERNAL INVESTIGATION
   22




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23




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##### Table of Contents



RESULTS OF OPERATIONS
 2007 Compared to 2006
 General
   Contract DrillingServices
    
    
    Other
    
    
    Total(In thousands)2007Operating Revenues:Contract drilling services
    
    $
    2,714,250
    
    
    $
    
    
    
    $
    2,714,250Reimbursables
    
    
    83,944
    
    
    
    37,297
    
    
    
    121,241Labor contract drilling services
    
    
    
    
    
    
    156,508
    
    
    
    156,508Engineering, consulting and other
    
    
    1,326
    
    
    
    1,986
    
    
    
    3,3122,799,520
    
    
    
    195,791
    
    
    
    2,995,311Operating Costs and Expenses:Contract drilling services
    
    
    880,049
    
    
    
    
    
    
    
    880,049Reimbursables
    
    
    70,964
    
    
    
    34,988
    
    
    
    105,952Labor contract drilling services
    
    
    
    
    
    
    125,624
    
    
    
    125,624Engineering, consulting and other
    
    
    
    
    
    
    17,520
    
    
    
    17,520Depreciation and amortization
    
    
    283,225
    
    
    
    9,762
    
    
    
    292,987Selling, general and administrative
    
    
    83,695
    
    
    
    2,136
    
    
    
    85,831Hurricane losses and recoveries, net
    
    
    (3,514
    )
    
    
    
    
    
    
    (3,514
    )1,314,419
    
    
    
    190,030
    
    
    
    1,504,449Operating Income
    
    $
    1,485,101
    
    
    $
    5,761
    
    
    $
    1,490,862
 Contract DrillingServices
    
    
    Other
    
    
    Total(In thousands)2006Operating Revenues:Contract drilling services
    
    $
    1,886,987
    
    
    $
    
    
    
    $
    1,886,987Reimbursables
    
    
    68,141
    
    
    
    24,213
    
    
    
    92,354Labor contract drilling services
    
    
    
    
    
    
    111,201
    
    
    
    111,201Engineering, consulting and other
    
    
    1,380
    
    
    
    8,317
    
    
    
    9,6971,956,508
    
    
    
    143,731
    
    
    
    2,100,239Operating Costs and Expenses:Contract drilling services
    
    
    696,264
    
    
    
    
    
    
    
    696,264Reimbursables
    
    
    57,158
    
    
    
    22,362
    
    
    
    79,520Labor contract drilling services
    
    
    
    
    
    
    91,353
    
    
    
    91,353Engineering, consulting and other
    
    
    
    
    
    
    16,779
    
    
    
    16,779Depreciation and amortization
    
    
    248,800
    
    
    
    4,525
    
    
    
    253,325Selling, general and administrative
    
    
    41,986
    
    
    
    4,286
    
    
    
    46,272Hurricane losses and recoveries, net
    
    
    (10,704
    )
    
    
    
    
    
    
    (10,704
    )1,033,504
    
    
    
    139,305
    
    
    
    1,172,809Operating Income
    
    $
    923,004
    
    
    $
    4,426
    
    
    $
    927,430
 24




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##### Table of Contents



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 Company
    
    
    95
    %
    
    
    96
    %
    
    
    19,395
    
    
    
    19,287
    
    
    $
    139,948
    
    
    $
    97,837
 
 (1)
    
    Information reflects our policy of reporting on the basis of the number of actively marketed
rigs in our fleet, excluding newbuild rigs under construction.(2)
    
    Information reflects the number of days that our rigs were operating under contract.(3)
    
    These units have water depth ratings of 6,000 feet or greater.(4)
    
    These units have water depth ratings of less than 6,000 feet. 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
 25




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##### Table of Contents



Operating Costs and Expenses. Noble Clyde Boudreaux Noble Roger Lewis Noble Roger Eason
 Noble Clyde Boudreaux
 Hurricane Losses and Recoveries.
  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
 26




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##### Table of Contents



Operating Costs and Expenses . Noble Kolskaya
  Noble Kolskaya Noble Kolskaya
 Other Items
 Selling, General and Administrative Expenses .
 Interest Expense .
 Other, net.
 Income Tax Provision .
 27




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##### Table of Contents



2006 Compared to 2005
 General
   Contract DrillingServices
    
    
    Other
    
    
    Total(In thousands)2006Operating Revenues:Contract drilling services
    
    $
    1,886,987
    
    
    $
    
    
    
    $
    1,886,987Reimbursables
    
    
    68,141
    
    
    
    24,213
    
    
    
    92,354Labor contract drilling services
    
    
    
    
    
    
    111,201
    
    
    
    111,201Engineering, consulting and other
    
    
    1,380
    
    
    
    8,317
    
    
    
    9,6971,956,508
    
    
    
    143,731
    
    
    
    2,100,239Operating Costs and Expenses:Contract drilling services
    
    
    696,264
    
    
    
    
    
    
    
    696,264Reimbursables
    
    
    57,158
    
    
    
    22,362
    
    
    
    79,520Labor contract drilling services
    
    
    
    
    
    
    91,353
    
    
    
    91,353Engineering, consulting and other
    
    
    
    
    
    
    16,779
    
    
    
    16,779Depreciation and amortization
    
    
    248,800
    
    
    
    4,525
    
    
    
    253,325Selling, general and administrative
    
    
    41,986
    
    
    
    4,286
    
    
    
    46,272Hurricane losses and recoveries, net
    
    
    (10,704
    )
    
    
    
    
    
    
    (10,704
    )1,033,504
    
    
    
    139,305
    
    
    
    1,172,809Operating Income
    
    $
    923,004
    
    
    $
    4,426
    
    
    $
    927,430
 Contract DrillingServices
    
    
    Other
    
    
    Total(In thousands)2005Operating Revenues:Contract drilling services
    
    $
    1,187,185
    
    
    $
    
    
    
    $
    1,187,185Reimbursables
    
    
    59,104
    
    
    
    27,228
    
    
    
    86,332Labor contract drilling services
    
    
    
    
    
    
    91,465
    
    
    
    91,465Engineering, consulting and other
    
    
    3,964
    
    
    
    13,191
    
    
    
    17,1551,250,253
    
    
    
    131,884
    
    
    
    1,382,137Operating Costs and Expenses:Contract drilling services
    
    
    580,864
    
    
    
    
    
    
    
    580,864Reimbursables
    
    
    49,598
    
    
    
    26,640
    
    
    
    76,238Labor contract drilling services
    
    
    
    
    
    
    77,041
    
    
    
    77,041Engineering, consulting and other
    
    
    2,297
    
    
    
    20,381
    
    
    
    22,678Depreciation and amortization
    
    
    236,685
    
    
    
    5,067
    
    
    
    241,752Selling, general and administrative
    
    
    37,635
    
    
    
    2,643
    
    
    
    40,278Hurricane losses and recoveries, net
    
    
    (29,759
    )
    
    
    
    
    
    
    (29,759
    )877,320
    
    
    
    131,772
    
    
    
    1,009,092Operating Income
    
    $
    372,933
    
    
    $
    112
    
    
    $
    373,045
 28




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##### Table of Contents



Rig Utilization, Operating Days and Average Dayrates
  Average RigUtilization (1)
    
    Operating Days (2)
    
    Average Dayrate2006
    
    2005
    
    2006
    
    2005
    
    2006
    
    2005Jackups
    
    
    97
    %
    
    
    97
    %
    
    
    14,147
    
    
    
    13,692
    
    
    $
    76,450
    
    
    $
    54,904Semisubmersibles - >6,000(3)
    
    
    100
    %
    
    
    95
    %
    
    
    2,190
    
    
    
    2,084
    
    
    
    229,025
    
    
    
    112,984Semisubmersibles - <6,000(4)
    
    
    85
    %
    
    
    96
    %
    
    
    930
    
    
    
    1,048
    
    
    
    142,522
    
    
    
    78,191Drillships
    
    
    100
    %
    
    
    91
    %
    
    
    1,095
    
    
    
    992
    
    
    
    99,795
    
    
    
    84,423Submersibles
    
    
    84
    %
    
    
    81
    %
    
    
    925
    
    
    
    882
    
    
    
    67,452
    
    
    
    38,917Total Company
    
    
    96
    %
    
    
    96
    %
    
    
    19,287
    
    
    
    18,698
    
    
    $
    97,837
    
    
    $
    63,494
 
 (1)
    
    Information reflects our policy of reporting on the basis of the number of actively marketed
rigs in our fleet, excluding newbuild rigs under construction. Percentages reflect the
results of rigs only during the period in which they are owned or operated by us.(2)
    
    Information reflects the number of days that our rigs were operating under contract.(3)
    
    These units have water depth ratings of 6,000 feet or greater depending on the unit. The
average dayrate for semisubmersibles for 2005 was negatively impacted by the classification of
loss of hire insurance coverage related to U.S. Gulf Coast hurricanes in 2005.(4)
    
    These units have water depth ratings less than 6,000 feet. 29




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##### Table of Contents



Contract Drilling Services
  Operating CostsOperating Revenues
    
    
    and Expenses2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands)Contract drilling services (1)
    
    $
    1,886,987
    
    
    $
    1,187,185
    
    
    $
    696,264
    
    
    $
    580,864Reimbursables (2)
    
    
    68,141
    
    
    
    59,104
    
    
    
    57,158
    
    
    
    49,598Other
    
    
    1,380
    
    
    
    3,964
    
    
    
    
    
    
    
    2,297Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    248,800
    
    
    
    236,685Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    41,986
    
    
    
    37,635Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    (10,704
    )
    
    
    (29,759
    )Total
    
    $
    1,956,508
    
    
    $
    1,250,253
    
    
    $
    1,033,504
    
    
    $
    877,320
 
 (1)
    
    Operating revenues for 2005 were negatively impacted by the classification of loss of hire
insurance coverage related to the U.S. Gulf Coast hurricanes in 2005.(2)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as direct operating expenses. Changes in the amount of these
reimbursables do not have a material effect on our financial position, results of operations
or cash flows. Operating Revenues. Noble Harvey Duhaney Noble Mark Burns
 Operating Costs and Expenses.
 Hurricane Losses and Recoveries.
 Noble Jim Thompson Noble Max Smith Noble Paul Romano Noble
Amos Runner
 30




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##### Table of Contents



Other
  Operating CostsOperating Revenues
    
    
    and Expenses2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands)Labor contract drilling services
    
    $
    111,201
    
    
    $
    91,465
    
    
    $
    91,353
    
    
    $
    77,041Engineering, consulting and other
    
    
    8,317
    
    
    
    13,191
    
    
    
    16,779
    
    
    
    20,381Reimbursables (1)
    
    
    24,213
    
    
    
    27,228
    
    
    
    22,362
    
    
    
    26,640Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    4,525
    
    
    
    5,067Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    4,286
    
    
    
    2,643Total
    
    $
    143,731
    
    
    $
    131,884
    
    
    $
    139,305
    
    
    $
    131,772
 
 (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
  Other Items
 Selling, General and Administrative Expenses . Share-Based Payment
 Interest Expense .
 31




---



##### Table of Contents



Other, net. Panon Noble
Harvey Duhaney
 Income Tax Provision .
 
 LIQUIDITY AND CAPITAL RESOURCES
 Overview
      32




---



##### Table of Contents



Capital Expenditures
  Noble Danny Adkins, Noble Clyde Boudreaux Noble Dave Beard Noble Jim Day Noble Roger Lewis Noble Hans
Deul Noble Scott Marks
    Investment in Smedvig
     33




---



##### Table of Contents



Credit Facilities and Long-Term Debt
      34




---



##### Table of Contents



Summary of Contractual Cash Obligations and Commitments
  Payments Due by PeriodTotal
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    ThereafterContractual Cash ObligationsLong-term debt obligations
(including current maturities)
    
    $
    784,516
    
    
    $
    10,334
    
    
    $
    172,687
    
    
    $
    
    
    
    $
    
    
    
    $
    100,000
    
    
    $
    501,495Interest payments
    
    
    305,982
    
    
    
    50,453
    
    
    
    40,505
    
    
    
    37,922
    
    
    
    37,922
    
    
    
    37,922
    
    
    
    101,258Operating leases
    
    
    22,277
    
    
    
    6,895
    
    
    
    5,716
    
    
    
    4,267
    
    
    
    1,606
    
    
    
    142
    
    
    
    3,651Pension plan fundings (1)
    
    
    16,790
    
    
    
    9,108
    
    
    
    261
    
    
    
    328
    
    
    
    852
    
    
    
    628
    
    
    
    5,613Purchase commitments
    
    
    776,776
    
    
    
    681,681
    
    
    
    95,095
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    1,906,341
    
    
    $
    758,471
    
    
    $
    314,264
    
    
    $
    42,517
    
    
    $
    40,380
    
    
    $
    138,692
    
    
    $
    612,017
 
 (1)
    
    Pension plan fundings are amounts estimated by third-party actuaries for defined benefit plan
funding in 2008 and estimated future benefit payments from 2009 to 2017 for the unfunded
nonqualified excess benefit plan. Estimates for qualified benefit plan funding beyond 2008
are not available.  Amount of Commitment Expiration Per PeriodTotal
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    ThereafterOther Commercial CommitmentsLetters of credit
    
    $
    89,403
    
    
    $
    73,142
    
    
    $
    13,541
    
    
    $
    2,720
    
    
    $
    
    
    
    $
    
    
    
    $
    Surety bonds
    
    
    209,404
    
    
    
    84,739
    
    
    
    26,444
    
    
    
    32,470
    
    
    
    65,751
    
    
    
    
    
    
    
    Total commercial commitments
    
    $
    298,807
    
    
    $
    157,881
    
    
    $
    39,985
    
    
    $
    35,190
    
    
    $
    65,751
    
    
    $
    
    
    
    $
    
 
 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Property and Equipment
    35




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##### Table of Contents



Impairment of Assets
 Goodwill and Other Intangible Assets
 Insurance Reserves
   Revenue Recognition
  Income Taxes
  36




---



##### Table of Contents



Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
 Share-Based Compensation
 Accounting for Stock Issued to
Employees
  Accounting Pronouncements
 Fair Value Measurements Partial Deferral of the Effective Date of Statement 157
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Noncontrolling Interests in Consolidated
Financial Statements  An Amendment of ARB No. 51
 37




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##### Table of Contents



Business Combinations
 
    
    transaction costs will be generally 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.
   
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  Interest Rate Risk
  38




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##### Table of Contents



Foreign Currency Risk
    Market Risk
  39




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 The following financial statements are filed in this Item 8:
    
    PageReport of Independent Registered Public Accounting Firm
    
    
    41Consolidated Balance Sheets at December 31, 2007 and 2006
    
    
    42Consolidated Statements of Income for each of the three years
in the period ended December 31, 2007
    
    
    43Consolidated Statements of Cash Flows for each of the three years
in the period ended December 31, 2007
    
    
    44Consolidated Statements of Shareholders Equity for each of the three years
in the period ended December 31, 2007
    
    
    45Consolidated Statements of Comprehensive Income for each of the three years
in the period ended December 31, 2007
    
    
    46Notes to Consolidated Financial Statements
    
    
    47
 40




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Internal Control  Integrated Framework
     
 41




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
  December 31,2007
    
    
    2006ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    161,058
    
    
    $
    61,710Accounts receivable
    
    
    613,115
    
    
    
    408,241Insurance receivables
    
    
    39,066
    
    
    
    54,191Inventories
    
    
    3,814
    
    
    
    4,461Prepaid expenses
    
    
    20,721
    
    
    
    20,491Other current assets
    
    
    22,417
    
    
    
    20,886Total current assets
    
    
    860,191
    
    
    
    569,980PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    6,354,782
    
    
    
    5,215,477Other
    
    
    80,169
    
    
    
    71,8706,434,951
    
    
    
    5,287,347Accumulated depreciation
    
    
    (1,639,035
    )
    
    
    (1,428,954
    )4,795,916
    
    
    
    3,858,393OTHER ASSETS
    
    
    219,899
    
    
    
    157,541$
    5,876,006
    
    
    $
    4,585,914LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    10,334
    
    
    $
    9,629Accounts payable
    
    
    198,395
    
    
    
    196,111Accrued payroll and related costs
    
    
    115,914
    
    
    
    93,251Taxes payable
    
    
    85,641
    
    
    
    52,793Interest payable
    
    
    9,951
    
    
    
    9,683Other current liabilities
    
    
    72,537
    
    
    
    64,793Total current liabilities
    
    
    492,772
    
    
    
    426,260LONG-TERM DEBT
    
    
    774,182
    
    
    
    684,469DEFERRED INCOME TAXES
    
    
    240,621
    
    
    
    219,521OTHER LIABILITIES
    
    
    65,705
    
    
    
    34,0191,573,280
    
    
    
    1,364,269COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    (5,596
    )
    
    
    (7,348
    )SHAREHOLDERS EQUITYOrdinary shares-par value $0.10 per share; 400,000 shares authorized;
268,223 shares issued and outstanding in 2007; 269,184 shares
issued and outstanding in 2006
    
    
    26,822
    
    
    
    26,918Capital in excess of par value
    
    
    683,697
    
    
    
    775,895Retained earnings
    
    
    3,602,870
    
    
    
    2,446,056Accumulated other comprehensive loss
    
    
    (5,067
    )
    
    
    (19,876
    )4,308,322
    
    
    
    3,228,993$
    5,876,006
    
    
    $
    4,585,914
  42




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
  Year Ended December 31,2007
    
    
    2006
    
    
    2005OPERATING REVENUESContract drilling services
    
    $
    2,714,250
    
    
    $
    1,886,987
    
    
    $
    1,187,185Reimbursables
    
    
    121,241
    
    
    
    92,354
    
    
    
    86,332Labor contract drilling services
    
    
    156,508
    
    
    
    111,201
    
    
    
    91,465Engineering, consulting and other
    
    
    3,312
    
    
    
    9,697
    
    
    
    17,1552,995,311
    
    
    
    2,100,239
    
    
    
    1,382,137OPERATING COSTS AND EXPENSESContract drilling services
    
    
    880,049
    
    
    
    696,264
    
    
    
    580,864Reimbursables
    
    
    105,952
    
    
    
    79,520
    
    
    
    76,238Labor contract drilling services
    
    
    125,624
    
    
    
    91,353
    
    
    
    77,041Engineering, consulting and other
    
    
    17,520
    
    
    
    16,779
    
    
    
    22,678Depreciation and amortization
    
    
    292,987
    
    
    
    253,325
    
    
    
    241,752Selling, general and administrative
    
    
    85,831
    
    
    
    46,272
    
    
    
    40,278Hurricane losses and recoveries, net
    
    
    (3,514
    )
    
    
    (10,704
    )
    
    
    (29,759
    )1,504,449
    
    
    
    1,172,809
    
    
    
    1,009,092OPERATING INCOME
    
    
    1,490,862
    
    
    
    927,430
    
    
    
    373,045OTHER INCOME (EXPENSE)Interest expense, net of amounts capitalized
    
    
    (13,111
    )
    
    
    (16,167
    )
    
    
    (19,786
    )Other, net
    
    
    11,151
    
    
    
    10,024
    
    
    
    10,833INCOME BEFORE INCOME TAXES
    
    
    1,488,902
    
    
    
    921,287
    
    
    
    364,092INCOME TAX PROVISION
    
    
    (282,891
    )
    
    
    (189,421
    )
    
    
    (67,396
    )NET INCOME
    
    $
    1,206,011
    
    
    $
    731,866
    
    
    $
    296,696NET INCOME PER SHARE:Basic
    
    $
    4.52
    
    
    $
    2.69
    
    
    $
    1.09Diluted
    
    $
    4.48
    
    
    $
    2.66
    
    
    $
    1.08
  43




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2007
    
    
    2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    1,206,011
    
    
    $
    731,866
    
    
    $
    296,696Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    292,987
    
    
    
    253,325
    
    
    
    241,752Impairment loss on assets
    
    
    10,189
    
    
    
    4,849
    
    
    
    Deferred income tax provision
    
    
    20,509
    
    
    
    4,137
    
    
    
    36,207Equity in income of joint venture
    
    
    
    
    
    
    
    
    
    
    (3,194
    )Distributions received from joint venture
    
    
    
    
    
    
    
    
    
    
    2,194Share-based compensation expense
    
    
    34,681
    
    
    
    21,560
    
    
    
    7,377Pension contribution
    
    
    (54,233
    )
    
    
    (19,928
    )
    
    
    (18,932
    )Hurricane losses and recoveries, net
    
    
    (5,114
    )
    
    
    (6,300
    )
    
    
    (29,759
    )Other
    
    
    57,627
    
    
    
    20,002
    
    
    
    22,214Other changes in current assets and liabilities, net of acquired
working capital:Accounts receivable
    
    
    (204,874
    )
    
    
    (131,014
    )
    
    
    (68,094
    )Other current assets
    
    
    23,276
    
    
    
    (13,688
    )
    
    
    18,968Accounts payable
    
    
    (25,671
    )
    
    
    53,746
    
    
    
    (2,395
    )Other current liabilities
    
    
    58,985
    
    
    
    70,160
    
    
    
    25,976Net cash provided by operating activities
    
    
    1,414,373
    
    
    
    988,715
    
    
    
    529,010CASH FLOWS FROM INVESTING ACTIVITIESNew construction
    
    
    (754,967
    )
    
    
    (670,951
    )
    
    
    (212,050
    )Other capital expenditures
    
    
    (423,657
    )
    
    
    (382,093
    )
    
    
    (221,806
    )Major maintenance expenditures
    
    
    (108,419
    )
    
    
    (69,017
    )
    
    
    (79,663
    )Accrued capital expenditures
    
    
    45,260
    
    
    
    31,100
    
    
    
    Proceeds from sales of property and equipment
    
    
    7,910
    
    
    
    3,788
    
    
    
    1,129Proceeds from sale of business unit
    
    
    10,000
    
    
    
    
    
    
    
    Purchase of the remaining 50 percent equity interest in the Panon,
net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (31,576
    )Proceeds from Smedvig disposition
    
    
    
    
    
    
    691,261
    
    
    
    Investment in Smedvig
    
    
    
    
    
    
    
    
    
    
    (691,100
    )Investments in marketable securities
    
    
    
    
    
    
    
    
    
    
    (24,973
    )Proceeds from sales and maturities of marketable securities
    
    
    
    
    
    
    46,002
    
    
    
    112,628Net cash used for investing activities
    
    
    (1,223,873
    )
    
    
    (349,910
    )
    
    
    (1,147,411
    )CASH FLOWS FROM FINANCING ACTIVITIESShort-term debt borrowing
    
    
    685,000
    
    
    
    
    
    
    
    Short-term debt payment
    
    
    (685,000
    )
    
    
    
    
    
    
    Borrowings on bank credit facilities
    
    
    220,000
    
    
    
    
    
    
    
    700,000Payments on bank credit facilities
    
    
    (120,000
    )
    
    
    (135,000
    )
    
    
    (65,000
    )Payments of other long-term debt
    
    
    (9,630
    )
    
    
    (608,970
    )
    
    
    (8,517
    )Net proceeds from employee stock transactions
    
    
    38,995
    
    
    
    21,186
    
    
    
    76,037Tax benefit of employee stock transactions
    
    
    7,477
    
    
    
    
    
    
    
    Proceeds from issuance of senior notes, net of debt issuance costs
    
    
    
    
    
    
    295,801
    
    
    
    Dividends paid
    
    
    (32,197
    )
    
    
    (21,825
    )
    
    
    (13,655
    )Repurchases of ordinary shares
    
    
    (195,797
    )
    
    
    (250,132
    )
    
    
    (7,409
    )Net cash (used for) provided by financing activities
    
    
    (91,152
    )
    
    
    (698,940
    )
    
    
    681,456NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
    
    
    99,348
    
    
    
    (60,135
    )
    
    
    63,055CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    61,710
    
    
    
    121,845
    
    
    
    58,790CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    161,058
    
    
    $
    61,710
    
    
    $
    121,845
  44




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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, 2005
    
    
    268,814
    
    
    $
    26,882
    
    
    $
    913,211
    
    
    $
    1,452,974
    
    
    $
    (11,171
    )
    
    $
    2,538
    
    
    $
    2,384,434Share-based compensationIssuance of restricted shares
    
    
    570
    
    
    
    58
    
    
    
    13,351
    
    
    
    
    
    
    
    (13,409
    )
    
    
    
    
    
    
    Compensation expense recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,481
    
    
    
    
    
    
    
    7,481Contribution to employee
benefit plans
    
    
    124
    
    
    
    12
    
    
    
    3,605
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,617Exercise of stock options
    
    
    4,824
    
    
    
    482
    
    
    
    76,101
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,583Tax benefit of stock options
exercised
    
    
    
    
    
    
    
    
    
    
    14,432
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,432Restricted shares surrendered for
withholding taxes or forfeited
    
    
    (114
    )
    
    
    (12
    )
    
    
    (2,542
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,554
    )Repurchases of ordinary shares
    
    
    (200
    )
    
    
    (20
    )
    
    
    (7,389
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,409
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    296,696
    
    
    
    
    
    
    
    
    
    
    
    296,696Dividends paid ($0.05 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,655
    )
    
    
    
    
    
    
    
    
    
    
    (13,655
    )Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,891
    )
    
    
    (27,891
    )Balance at December 31, 2005
    
    
    274,018
    
    
    $
    27,402
    
    
    $
    1,010,769
    
    
    $
    1,736,015
    
    
    $
    (17,099
    )
    
    $
    (25,353
    )
    
    $
    2,731,734Share-based compensationAdoption of SFAS No. 123R
    
    
    
    
    
    
    
    
    
    
    (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
    )
    
    $
    4,308,322
  45




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
  Year Ended December 31,2007
    
    
    2006
    
    
    2005NET INCOME
    
    $
    1,206,011
    
    
    $
    731,866
    
    
    $
    296,696OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:Foreign currency translation adjustments
    
    
    3,664
    
    
    
    2,591
    
    
    
    (4,148
    )Unrealized holding gain (loss) on securities
    
    
    
    
    
    
    20,003
    
    
    
    (18,491
    )Unrealized gain (loss) on foreign currency forward contracts
    
    
    (998
    )
    
    
    4,614
    
    
    
    (1,397
    )Unrealized gain (loss) on interest rate swaps
    
    
    
    
    
    
    2,509
    
    
    
    (2,509
    )Net pension plan gains (net of tax provision of $5,458 in 2007)
    
    
    10,479
    
    
    
    
    
    
    
    Amortization of deferred pension plan amounts (net of tax
provision of $770 in 2007)
    
    
    1,664
    
    
    
    
    
    
    
    Minimum pension liability adjustment (net of tax
provision of $725 in 2005)
    
    
    
    
    
    
    
    
    
    
    (1,346
    )Other comprehensive income (loss)
    
    
    14,809
    
    
    
    29,717
    
    
    
    (27,891
    )COMPREHENSIVE INCOME
    
    $
    1,220,820
    
    
    $
    761,583
    
    
    $
    268,805
  46




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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
  Stock Split
    Principles of Consolidation
  Foreign Currency Translation
 Foreign Currency Translation
 47




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Cash and Cash Equivalents
  Statement of Cash Flows
 Investments in Marketable Securities
 Accounting for Certain Investments in Debt and Equity Securities
 Inventories
  Property and Equipment
    48




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Goodwill and Other Assets
 Goodwill and Other
Intangible Assets
     Deferred Costs
   49




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Insurance Reserves
   Revenue Recognition
    Income Taxes
   50




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
 Net Income per Share
  Share-Based Compensation Plans
 Share-Based Payment Accounting for Stock Issued to Employees
 Certain Significant Estimates
  Accounting Pronouncements
 Fair Value Measurements Partial Deferral of the Effective Date of Statement 157
 The Fair Value Option for Financial Assets and
Financial Liabilities
 51




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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 be generally 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.
  Reclassifications
  52




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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 31,2007
    
    
    2006
    
    
    2005Weighted-average shares  basic
    
    
    266,700
    
    
    
    271,834
    
    
    
    272,506Effect of potentially dilutive shares:Stock options
    
    
    2,354
    
    
    
    2,666
    
    
    
    2,616Non-vested time-vested restricted stock
    
    
    148
    
    
    
    128
    
    
    
    Non-vested performance-vested restricted stock
    
    
    128
    
    
    
    128
    
    
    
    Weighted-average shares  diluted
    
    
    269,330
    
    
    
    274,756
    
    
    
    275,122Net income  basic and diluted
    
    $
    1,206,011
    
    
    $
    731,866
    
    
    $
    296,696Net income per share:Basic
    
    $
    4.52
    
    
    $
    2.69
    
    
    $
    1.09Diluted
    
    $
    4.48
    
    
    $
    2.66
    
    
    $
    1.08
  NOTE 3  ACQUISITION OF JOINT VENTURE
 Panon Panon Noble Harvey Duhaney
 NOTE 4  MARKETABLE SECURITIES
 Marketable Debt Securities
   53




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Marketable Equity Securities
      Accounting for Derivative Instruments and Hedging Activities
  54




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 5  DEBT
  December 31,2007
    
    
    2006Bank Credit Agreement
    
    $
    100,000
    
    
    $
    6.95% Senior Notes due 2009
    
    
    149,987
    
    
    
    149,9777.50% Senior Notes due 2019
    
    
    201,695
    
    
    
    201,6955.875% Senior Notes due 2013
    
    
    299,800
    
    
    
    299,764Project Financing  Thompson Notes
    
    
    33,034
    
    
    
    42,662Total Debt
    
    
    784,516
    
    
    
    694,098Current Maturities
    
    
    (10,334
    )
    
    
    (9,629
    )Long-term Debt
    
    $
    774,182
    
    
    $
    684,469
     55




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Noble Jim Thompson Noble Jim Thompson,
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    Thereafter
    
    
    TotalBank Credit Agreement
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    100,000
    
    
    $
    
    
    
    $
    100,0006.95% Senior Notes
due 2009
    
    
    
    
    
    
    149,987
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    149,9877.50% Senior Notes
due 2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    201,695
    
    
    
    201,6955.875% Senior Notes
due 2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    299,800
    
    
    
    299,800Thompson Notes
    
    
    10,334
    
    
    
    22,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,034Total
    
    $
    10,334
    
    
    $
    172,687
    
    
    $
    
    
    
    $
    
    
    
    $
    100,000
    
    
    $
    501,495
    
    
    $
    784,516
 NOTE 6  SHAREHOLDERS EQUITY
 Share Repurchases
   56




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Share-Based Compensation Plans
 Adoption of SFAS No. 123R
  Earnings per Share
  57




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Year Ended December 31, 2005Net income  as reported
    
    $
    296,696Compensation expense, net of tax, as reported
    
    
    4,795Compensation expense, net of tax, pro forma
    
    
    (11,126
    )Net income  pro forma
    
    $
    290,365Net income per share:Basic  as reported
    
    $
    1.09Basic  pro forma
    
    $
    1.07Diluted  as reported
    
    $
    1.08Diluted  pro forma
    
    $
    1.06
 Stock Plans
   58




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Stock Options
  2007
    
    2006
    
    2005Number 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
    
    
    6,827,376
    
    
    $
    19.71
    
    
    
    7,984,016
    
    
    $
    18.07
    
    
    
    11,632,718
    
    
    $
    16.00Granted
    
    
    215,370
    
    
    
    35.76
    
    
    
    456,436
    
    
    
    36.32
    
    
    
    1,450,900
    
    
    
    26.59Exercised (1)
    
    
    (2,591,861
    )
    
    
    18.26
    
    
    
    (1,505,180
    )
    
    
    15.60
    
    
    
    (4,825,248
    )
    
    
    15.87Forfeited
    
    
    (53,112
    )
    
    
    26.20
    
    
    
    (107,896
    )
    
    
    26.09
    
    
    
    (274,354
    )
    
    
    22.00Outstanding at end of year (2)
    
    
    4,397,773
    
    
    
    21.28
    
    
    
    6,827,376
    
    
    
    19.71
    
    
    
    7,984,016
    
    
    
    18.07Exercisable at end of year (2)
    
    
    4,102,891
    
    
    $
    20.44
    
    
    
    5,913,296
    
    
    $
    18.19
    
    
    
    6,351,572
    
    
    $
    16.26
 
 (1)
    
    The intrinsic value of options exercised during the year ended December 31, 2007 was $86.8
million.(2)
    
    The aggregate intrinsic value of options outstanding and exercisable at December 31, 2007 was
$154.9 million and $148.0 million, respectively.  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
    
    
    
    
    546,938
    
    
    
    1.1
    
    
    $
    9.80
    
    
    
    546,938
    
    
    $
    9.8014.17
    to
    24.40
    
    
    
    
    2,372,646
    
    
    
    4.1
    
    
    
    18.04
    
    
    
    2,372,646
    
    
    
    18.0424.41
    to
    34.62
    
    
    
    
    928,203
    
    
    
    7.5
    
    
    
    27.01
    
    
    
    808,920
    
    
    
    26.7334.63
    to
    41.25
    
    
    
    
    549,986
    
    
    
    8.6
    
    
    
    37.06
    
    
    
    374,387
    
    
    
    37.61$  7.01
    to
    $41.25
    
    
    
    
    4,397,773
    
    
    
    5.0
    
    
    $
    21.28
    
    
    
    4,102,891
    
    
    $
    20.44
  December 31,2007
    
    2006
    
    2005Weighted average fair value per option granted
    
    $
    13.11
    
    
    $
    11.84
    
    
    $
    10.69Valuation assumptions:Expected option term (years)
    
    
    5
    
    
    
    5
    
    
    
    5Expected volatility
    
    
    34.3
    %
    
    
    34.0
    %
    
    
    41.3
    %Expected dividend yield
    
    
    0.2
    %
    
    
    0.2
    %
    
    
    0.2
    %Risk-free interest rate
    
    
    4.8
    %
    
    
    4.6
    %
    
    
    3.8
    %
  59




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Shares
    
    Weighted-AverageUnder Outstanding
    
    Grant-DateOptions
    
    Fair ValueNon-vested options at January 1, 2007
    
    
    914,080
    
    
    $
    10.15Granted
    
    
    215,370
    
    
    
    13.11Vested (1)
    
    
    (791,086
    )
    
    
    10.62Forfeited
    
    
    (43,482
    )
    
    
    10.32Non-vested options at December 31, 2007
    
    
    294,882
    
    
    $
    10.99
 
 (1)
    
    The total grant-date fair value of stock options vested during the year ended December 31,
2007 was $8.4 million.   Restricted Stock
     60




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2007
    
    2006
    
    2005Time-vested restricted shares:Shares awarded
    
    
    688,513
    
    
    
    1,123,566
    
    
    
    210,000Weighted-average share price at award date
    
    $
    37.52
    
    
    $
    37.30
    
    
    $
    26.84Weighted-average vesting period (years)
    
    
    3.0
    
    
    
    3.3
    
    
    
    3.0Performance-vested restricted shares:Shares awarded (maximum available)
    
    
    563,068
    
    
    
    193,552
    
    
    
    323,550Weighted-average share price at award date
    
    $
    35.79
    
    
    $
    37.93
    
    
    $
    26.86Three-year performance period ended December 31
    
    
    2009
    
    
    
    2008
    
    
    
    2007Weighted-average award-date fair value
    
    $
    13.63
    
    
    $
    13.84
    
    
    $
    8.92
  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, 2007
    
    
    946,660
    
    
    $
    36.04
    
    
    
    694,810
    
    
    $
    9.15Awarded
    
    
    688,513
    
    
    
    37.52
    
    
    
    563,068
    
    
    
    13.63Vested
    
    
    (717,335
    )
    
    
    36.11
    
    
    
    (105,118
    )
    
    
    5.80Forfeited
    
    
    (49,262
    )
    
    
    37.75
    
    
    
    (436,510
    )
    
    
    10.47Non-vested restricted shares at
December 31, 2007
    
    
    868,576
    
    
    $
    36.95
    
    
    
    716,250
    
    
    $
    12.36
 
 (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.    61




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   2007
    
    2006
    
    2005Valuation assumptions:Expected volatility
    
    
    32.0
    %
    
    
    29.9
    %
    
    
    35.4
    %Expected dividend yield
    
    
    0.2
    %
    
    
    0.2
    %
    
    
    0.2
    %Risk-free interest rate
    
    
    4.8
    %
    
    
    4.8
    %
    
    
    3.3
    %
  NOTE 7  COMPREHENSIVE INCOME
 Reporting
Comprehensive Income
  December 31,2007
    
    
    2006
    
    
    2005Foreign currency translation adjustments
    
    $
    6,626
    
    
    $
    2,962
    
    
    $
    371Unrealized gain (loss) on securities
    
    
    
    
    
    
    
    
    
    
    (20,003
    )Unrealized gain (loss) on foreign currency forward contracts
    
    
    2,219
    
    
    
    3,217
    
    
    
    (1,397
    )Unrealized gain (loss) on interest rate swaps
    
    
    
    
    
    
    
    
    
    
    (2,509
    )Deferred pension plan amounts
    
    
    (13,912
    )
    
    
    (26,055
    )
    
    
    (1,815
    )Accumulated other comprehensive loss
    
    $
    (5,067
    )
    
    $
    (19,876
    )
    
    $
    (25,353
    )
 62




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 8  INCOME TAXES
   December 31,2007
    
    
    2006Deferred tax assets:United States:Net operating loss carryforwards
    
    $
    
    
    
    $
    11,736Tax credit for foreign deferred income taxes
    
    
    2,305
    
    
    
    2,565Deferred pension plan amounts
    
    
    4,547
    
    
    
    9,674Other
    
    
    12,935
    
    
    
    16,982International:Deferred pension plan amounts
    
    
    2,126
    
    
    
    3,227Other
    
    
    
    
    
    
    1,015Deferred tax assets
    
    
    21,913
    
    
    
    45,199Less: Valuation allowance
    
    
    
    
    
    
    (11,736
    )Net deferred tax assets
    
    $
    21,913
    
    
    $
    33,463Deferred tax liabilities:United States:Excess of net book basis over remaining tax basis
    
    $
    (259,459
    )
    
    $
    (250,906
    )International:Excess of net book basis over remaining tax basis
    
    
    (3,075
    )
    
    
    (2,078
    )Deferred tax liabilities
    
    $
    (262,534
    )
    
    $
    (252,984
    )Net deferred tax liabilities
    
    $
    (240,621
    )
    
    $
    (219,521
    )
  Year Ended December 31,2007
    
    
    2006
    
    
    2005United States
    
    $
    612,348
    
    
    $
    455,960
    
    
    $
    128,060International
    
    
    876,554
    
    
    
    465,327
    
    
    
    236,032Total
    
    $
    1,488,902
    
    
    $
    921,287
    
    
    $
    364,092
  Year Ended December 31,2007
    
    
    2006
    
    
    2005Current  United States
    
    $
    173,138
    
    
    $
    136,493
    
    
    $
    2,743Current  International
    
    
    89,244
    
    
    
    48,791
    
    
    
    28,446Deferred  United States
    
    
    12,891
    
    
    
    3,144
    
    
    
    36,786Deferred  International
    
    
    7,618
    
    
    
    993
    
    
    
    (579
    )Total
    
    $
    282,891
    
    
    $
    189,421
    
    
    $
    67,396
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
 63




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Gross balance at January 1, 2007
    
    $
    34,910Additions based on tax positions related to the current
year (1)
    
    
    30,949Additions for tax positions of prior years
    
    
    3,238Settlements
    
    
    (1,001
    )Gross balance at December 31, 2007
    
    
    68,096Related tax benefits
    
    
    (6,943
    )Net reserve at December 31, 2007
    
    $
    61,153
 
 (1)
    
    $20.5 million related to transactions recorded directly to equity.     Year Ended December 31,2007
    
    
    2006
    
    
    2005Statutory rate
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Effect of:U.S. tax rate which is different than the Cayman Islands rate
    
    
    13.7
    
    
    
    15.2
    
    
    
    10.8Internal restructuring of non-U.S. assets
    
    
    
    
    
    
    
    
    
    
    1.7International tax rates which are different
than the Cayman Islands rate
    
    
    6.1
    
    
    
    4.5
    
    
    
    7.1Reserve for tax authority audits
    
    
    0.4
    
    
    
    
    
    
    
    0.7Release of valuation allowance
    
    
    (0.8
    )
    
    
    
    
    
    
    (1.5
    )U.S. and international return to provision adjustments
    
    
    (0.4
    )
    
    
    0.9
    
    
    
    (0.2
    )Other
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Total
    
    
    19.0
    %
    
    
    20.6
    %
    
    
    18.5
    %
  64




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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
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans  an amendment of SFAS Nos. 87, 88, 106, and 132(R)
 Defined Benefit Plans
   65




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Year Ended December 31,2007
    
    
    2006International
    
    
    Domestic
    
    
    International
    
    
    DomesticBenefit obligation at beginning of year
    
    $
    76,562
    
    
    $
    104,817
    
    
    $
    65,793
    
    
    $
    90,962Service cost
    
    
    4,807
    
    
    
    6,660
    
    
    
    3,103
    
    
    
    5,427Interest cost
    
    
    4,147
    
    
    
    5,977
    
    
    
    3,268
    
    
    
    4,947Actuarial loss (gain)
    
    
    2,355
    
    
    
    (4,025
    )
    
    
    (542
    )
    
    
    5,218Plan amendment
    
    
    
    
    
    
    867
    
    
    
    
    
    
    
    929Benefits paid
    
    
    (2,642
    )
    
    
    (13,444
    )
    
    
    (1,288
    )
    
    
    (2,666
    )Plan participants contributions
    
    
    502
    
    
    
    
    
    
    
    212
    
    
    
    Foreign exchange rate changes
    
    
    2,862
    
    
    
    
    
    
    
    6,137
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    (121
    )
    
    
    Benefit obligation at end of year
    
    $
    88,593
    
    
    $
    100,852
    
    
    $
    76,562
    
    
    $
    104,817
   Year Ended December 31,2007
    
    
    2006International
    
    
    Domestic
    
    
    International
    
    
    DomesticFair value of plan assets at beginning of year
    
    $
    82,015
    
    
    $
    86,382
    
    
    $
    62,480
    
    
    $
    72,112Actual return on plan assets
    
    
    10,269
    
    
    
    11,709
    
    
    
    4,589
    
    
    
    6,582Employer contributions
    
    
    22,580
    
    
    
    31,653
    
    
    
    9,574
    
    
    
    10,354Benefits and expenses paid
    
    
    (2,642
    )
    
    
    (13,444
    )
    
    
    (1,288
    )
    
    
    (2,666
    )Plan participants contributions
    
    
    502
    
    
    
    
    
    
    
    212
    
    
    
    Foreign exchange rate changes
    
    
    3,008
    
    
    
    
    
    
    
    6,569
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    (121
    )
    
    
    Fair value of plan assets at end of year
    
    $
    115,732
    
    
    $
    116,300
    
    
    $
    82,015
    
    
    $
    86,382
  December 31,2007
    
    
    2006International
    
    
    Domestic
    
    
    International
    
    
    DomesticFunded status
    
    $
    27,139
    
    
    $
    15,448
    
    
    $
    5,453
    
    
    $
    (18,435
    )
 66




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  December 31,2007
    
    
    2006International
    
    
    Domestic
    
    
    International
    
    
    DomesticOther assets (noncurrent)
    
    $
    27,167
    
    
    $
    24,037
    
    
    $
    8,759
    
    
    $
    2,686Other liabilities (current)
    
    
    
    
    
    
    (283
    )
    
    
    
    
    
    
    (2,099
    )Other liabilities (noncurrent)
    
    
    (28
    )
    
    
    (8,306
    )
    
    
    (3,306
    )
    
    
    (19,022
    )Net amount recognized
    
    $
    27,139
    
    
    $
    15,448
    
    
    $
    5,453
    
    
    $
    (18,435
    )
  December 31,2007
    
    
    2006International
    
    
    Domestic
    
    
    International
    
    
    DomesticNet actuarial loss
    
    $
    6,742
    
    
    $
    10,493
    
    
    $
    9,805
    
    
    $
    27,102Prior service cost
    
    
    
    
    
    
    2,498
    
    
    
    
    
    
    
    1,098Transition obligation
    
    
    852
    
    
    
    
    
    
    
    951
    
    
    
    Deferred income tax asset
    
    
    (2,126
    )
    
    
    (4,547
    )
    
    
    (3,227
    )
    
    
    (9,674
    )Accumulated other comprehensive loss
    
    $
    5,468
    
    
    $
    8,444
    
    
    $
    7,529
    
    
    $
    18,526
  Year Ended December 31,2007
    
    
    2006
    
    
    2005International
    
    
    Domestic
    
    
    International
    
    
    Domestic
    
    
    International
    
    
    DomesticService cost
    
    $
    4,807
    
    
    $
    6,660
    
    
    $
    3,103
    
    
    $
    5,427
    
    
    $
    2,455
    
    
    $
    4,637Interest cost
    
    
    4,147
    
    
    
    5,977
    
    
    
    3,268
    
    
    
    4,947
    
    
    
    2,670
    
    
    
    4,318Return on plan assets
    
    
    (5,251
    )
    
    
    (6,599
    )
    
    
    (3,598
    )
    
    
    (5,796
    )
    
    
    (3,094
    )
    
    
    (4,718
    )Pension obligation
settlement
    
    
    
    
    
    
    4,993
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service
cost
    
    
    
    
    
    
    397
    
    
    
    
    
    
    
    336
    
    
    
    
    
    
    
    262Amortization of transition
obligation
    
    
    162
    
    
    
    
    
    
    
    156
    
    
    
    
    
    
    
    159
    
    
    
    Recognized net actuarial
loss
    
    
    323
    
    
    
    1,520
    
    
    
    257
    
    
    
    1,376
    
    
    
    13
    
    
    
    831Net pension expense
    
    $
    4,188
    
    
    $
    12,948
    
    
    $
    3,186
    
    
    $
    6,290
    
    
    $
    2,203
    
    
    $
    5,330
   67




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Defined Benefit Plans  Disaggregated Plan Information
  December 31,2007
    
    2006International
    
    Domestic
    
    International
    
    DomesticProjected benefit obligation
    
    $
    88,593
    
    
    $
    100,852
    
    
    $
    76,562
    
    
    $
    104,817Accumulated benefit obligation
    
    
    84,003
    
    
    
    70,275
    
    
    
    71,659
    
    
    
    76,574Fair value of plan assets
    
    
    115,732
    
    
    
    116,300
    
    
    
    82,015
    
    
    
    86,382
  December 31,2007
    
    2006International
    
    Domestic
    
    International
    
    DomesticProjected benefit obligation
    
    $
    3,922
    
    
    $
    8,589
    
    
    $
    25,262
    
    
    $
    92,198Fair value of plan assets
    
    
    3,894
    
    
    
    
    
    
    
    21,956
    
    
    
    71,077
   December 31,2007
    
    2006International
    
    Domestic
    
    International
    
    DomesticAccumulated benefit obligation
    
    $
    
    
    
    $
    3,438
    
    
    $
    3,321
    
    
    $
    11,142Fair value of plan assets
    
    
    
    
    
    
    
    
    
    
    3,175
    
    
    
    
  68




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Defined Benefit Plans  Key Assumptions
  December 31,2007
    
    2006International
    
    Domestic
    
    International
    
    DomesticWeighted-average assumptions used to
determine benefit obligations:Discount rate
    
    
    5.1%-5.3
    %
    
    
    6.5
    %
    
    
    4.5%-5.1
    %
    
    
    5.8%-6.0
    %Rate of compensation increase
    
    
    3.9
    %
    
    
    5.0
    %
    
    
    3.6%-3.9
    %
    
    
    5.0
    %
 December 31,2007
    
    2006
    
    2005International
    
    Domestic
    
    International
    
    Domestic
    
    International
    
    DomesticWeighted-average assumptions used to
determine net periodic benefit cost:Discount rate
    
    
    4.5%-6.0
    %
    
    
    5.8%-6.0
    %
    
    
    4.5%-5.1
    %
    
    
    5.5
    %
    
    
    4.8%-5.7
    %
    
    
    5.8
    %Expected long-term
return on plan assets
    
    
    3.8%-6.5
    %
    
    
    7.8
    %
    
    
    3.8%-6.3
    %
    
    
    7.8
    %
    
    
    4.0%-6.3
    %
    
    
    7.8
    %Rate of compensation
increase
    
    
    3.9%-4.2
    %
    
    
    5.0
    %
    
    
    3.9
    %
    
    
    5.0
    %
    
    
    3.6%-3.9
    %
    
    
    5.0
    %
   69




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Defined Benefit Plans  Plan Assets
   December 31,2007
    
    
    2006TargetAllocation
    
    
    Actual
    
    
    
    
    
    
    Actualor Range
    
    
    Allocation
    
    
    Assets
    
    
    Allocation
    
    
    AssetsAsset category:Equity securities
    
    
    66
    %
    
    
    67
    %
    
    $
    78,237
    
    
    
    66
    %
    
    $
    56,999Debt securities
    
    
    32
    %
    
    
    31
    %
    
    
    35,423
    
    
    
    31
    %
    
    
    26,647Cash
    
    
    2
    %
    
    
    2
    %
    
    
    2,640
    
    
    
    3
    %
    
    
    2,736Total plan assets
    
    
    100
    %
    
    
    100
    %
    
    $
    116,300
    
    
    
    100
    %
    
    $
    86,382
     70




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     December 31,2007
    
    
    2006Actual
    
    
    
    
    
    
    ActualAllocation
    
    
    Assets
    
    
    Allocation
    
    
    AssetsAsset category:Equity securities
    
    
    42
    %
    
    $
    48,435
    
    
    
    49
    %
    
    $
    40,555Debt securities
    
    
    58
    %
    
    
    67,232
    
    
    
    43
    %
    
    
    35,013Cash
    
    
    
    
    
    
    65
    
    
    
    8
    %
    
    
    6,368Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79Total plan assets
    
    
    100
    %
    
    $
    115,732
    
    
    
    100
    %
    
    $
    82,015
   71




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Defined Benefit Plans  Cash Flows
     Other Benefit Plans
    NOTE 10  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
  72




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     2007
    
    
    2006
    
    
    2005Net unrealized gain (loss) at beginning of period
    
    $
    3,217
    
    
    $
    (3,906
    )
    
    $
    Activity during period:Settlement of forward contracts outstanding at beginning
of period
    
    
    (2,954
    )
    
    
    1,397
    
    
    
    Net unrealized gain (loss) on outstanding forward
contracts
    
    
    1,956
    
    
    
    3,217
    
    
    
    (1,397
    )Net unrealized gain (loss) on outstanding interest rate
swaps
    
    
    
    
    
    
    
    
    
    
    (2,509
    )Settlement of interest rate swaps
    
    
    
    
    
    
    2,509
    
    
    
    Net unrealized gain (loss) at December 31
    
    $
    2,219
    
    
    $
    3,217
    
    
    $
    (3,906
    )
 NOTE 11  FINANCIAL INSTRUMENTS AND CREDIT RISK
 Concentration of Credit Risk
  73




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Fair Value of Financial Instruments
  December 31,2007
    
    2006Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    ValueLong-term debt -Bank Credit Agreement
    
    $
    100,000
    
    
    $
    100,000
    
    
    $
    
    
    
    $
    6.95% Senior Notes due 2009
    
    
    149,987
    
    
    
    153,188
    
    
    
    149,977
    
    
    
    151,8757.50% Senior Notes due 2019
    
    
    201,695
    
    
    
    217,936
    
    
    
    201,695
    
    
    
    222,7825.875% Senior Notes due 2013
    
    
    299,800
    
    
    
    303,867
    
    
    
    299,764
    
    
    
    296,661Project financing  Thompson Notes
    
    
    33,034
    
    
    
    33,034
    
    
    
    42,662
    
    
    
    42,662Derivative Instruments -Foreign currency forward contracts
    
    
    2,219
    
    
    
    2,219
    
    
    
    3,217
    
    
    
    3,217
  NOTE 12  COMMITMENTS AND CONTINGENCIES
  74




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       75




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         76




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Internal Investigation
      77




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   NOTE 13  HURRICANE LOSSES AND RECOVERIES
   Noble Jim Thompson Noble Max
Smith Noble Paul Romano Noble Amos Runner
 NOTE 14  INTERESTS IN DEEPWATER OIL AND GAS PROPERTIES
 Noble Homer Ferrington
 NOTE 15  SEGMENT AND RELATED INFORMATION
  78




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Noble Kolskaya
 Contract DrillingServices
    
    Other
    
    Total(In thousands)2007Revenues 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
    
    
    
    1,122,0612005Revenues from external customers
    
    $
    1,250,253
    
    
    $
    131,884
    
    
    $
    1,382,137Depreciation and amortization
    
    
    236,685
    
    
    
    5,067
    
    
    
    241,752Segment operating income
    
    
    372,933
    
    
    
    112
    
    
    
    373,045Interest expense, net of amount capitalized
    
    
    4,107
    
    
    
    15,679
    
    
    
    19,786Equity in income of joint venture
    
    
    3,194
    
    
    
    
    
    
    
    3,194Income tax provision (benefit)
    
    
    67,433
    
    
    
    (37
    )
    
    
    67,396Segment profit (loss)
    
    
    306,225
    
    
    
    (9,529
    )
    
    
    296,696Total assets (at end of period)
    
    
    3,442,592
    
    
    
    903,775
    
    
    
    4,346,367Capital expenditures
    
    
    290,477
    
    
    
    254,618
    
    
    
    545,095
 79




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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 31,2007
    
    
    2006
    
    
    2005
    
    
    2007
    
    
    2006
    
    
    2005United States
    
    $
    671,482
    
    
    $
    557,851
    
    
    $
    314,813
    
    
    $
    1,963,608
    
    
    $
    1,571,887
    
    
    $
    1,138,237Brazil
    
    
    221,498
    
    
    
    174,430
    
    
    
    132,115
    
    
    
    582,480
    
    
    
    608,184
    
    
    
    470,295Canada
    
    
    36,039
    
    
    
    34,026
    
    
    
    29,294
    
    
    
    22,613
    
    
    
    20,562
    
    
    
    11,463China (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    646,995
    
    
    
    530,038
    
    
    
    237,678Denmark
    
    
    72,650
    
    
    
    27,947
    
    
    
    22,203
    
    
    
    41,662
    
    
    
    41,760
    
    
    
    42,733Equatorial Guinea
    
    
    30,693
    
    
    
    10,719
    
    
    
    
    
    
    
    31,727
    
    
    
    28,065
    
    
    
    India
    
    
    76,209
    
    
    
    40,147
    
    
    
    36,635
    
    
    
    83,576
    
    
    
    70,066
    
    
    
    97,935Mexico
    
    
    452,161
    
    
    
    269,172
    
    
    
    159,413
    
    
    
    410,645
    
    
    
    289,072
    
    
    
    196,498Nigeria
    
    
    402,130
    
    
    
    272,961
    
    
    
    185,327
    
    
    
    417,647
    
    
    
    366,960
    
    
    
    348,150Norway (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    672,104Qatar
    
    
    322,708
    
    
    
    212,227
    
    
    
    136,599
    
    
    
    472,679
    
    
    
    358,313
    
    
    
    514,841Singapore (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    467,678
    
    
    
    175,926
    
    
    
    The Netherlands
    
    
    235,595
    
    
    
    169,003
    
    
    
    93,690
    
    
    
    98,233
    
    
    
    136,360
    
    
    
    134,796United Arab Emirates
    
    
    144,444
    
    
    
    108,226
    
    
    
    97,922
    
    
    
    351,989
    
    
    
    201,522
    
    
    
    222,846United Kingdom
    
    
    329,702
    
    
    
    211,412
    
    
    
    151,991
    
    
    
    284,474
    
    
    
    177,917
    
    
    
    170,818Other
    
    
    
    
    
    
    12,118
    
    
    
    22,135
    
    
    
    
    
    
    
    9,282
    
    
    
    87,973Total International
    
    
    2,323,829
    
    
    
    1,542,388
    
    
    
    1,067,324
    
    
    
    3,912,398
    
    
    
    3,014,027
    
    
    
    3,208,130Total
    
    $
    2,995,311
    
    
    $
    2,100,239
    
    
    $
    1,382,137
    
    
    $
    5,876,006
    
    
    $
    4,585,914
    
    
    $
    4,346,367
 
 (1)
    
    China and Singapore consist of asset values for newbuild rigs under construction in
shipyards.(2)
    
    Norway consists of the Companys December 2005 investment in shares of a then Oslo Stock
Exchange listed Norwegian company, Smedvig ASA, which investment the Company disposed of in
April 2006. NOTE 16  SUPPLEMENTAL CASH FLOW INFORMATION
 Year Ended December 31,2007
    
    2006
    
    2005Cash paid during the period for:Interest, net of amounts capitalized
    
    $
    12,843
    
    
    $
    16,124
    
    
    $
    18,724Income taxes (net of refunds)
    
    $
    213,986
    
    
    $
    167,523
    
    
    $
    13,328
 NOTE 17  SUBSEQUENT EVENT
  80




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 18  UNAUDITED INTERIM FINANCIAL DATA
  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
 Quarter EndedMarch 31
    
    June 30
    
    Sept. 30
    
    Dec. 312006Operating revenues
    
    $
    461,915
    
    
    $
    517,514
    
    
    $
    561,986
    
    
    $
    558,824Operating income
    
    
    190,548
    
    
    
    223,186
    
    
    
    256,201
    
    
    
    257,495Net income
    
    
    145,231
    
    
    
    179,761
    
    
    
    207,172
    
    
    
    199,702Net income per share (1):Basic
    
    
    0.53
    
    
    
    0.66
    
    
    
    0.77
    
    
    
    0.74Diluted
    
    
    0.52
    
    
    
    0.65
    
    
    
    0.76
    
    
    
    0.74
 
 (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 19  GUARANTEES OF REGISTERED SECURITIES
    81




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
December 31, 2007
 NHC and NDH
    
    
    Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    Subsidiaries
    
    
    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
    
    
    
    
    
    
    
    39,066Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,814
    
    
    
    
    
    
    
    3,814Prepaid expenses
    
    
    
    
    
    
    858
    
    
    
    82
    
    
    
    19,781
    
    
    
    
    
    
    
    20,721Accounts receivable from affiliates
    
    
    419,197
    
    
    
    
    
    
    
    576,239
    
    
    
    
    
    
    
    (995,436
    )
    
    
    Other current assets
    
    
    3,474
    
    
    
    160
    
    
    
    135
    
    
    
    61,340
    
    
    
    (42,692
    )
    
    
    22,417Total current assets
    
    
    435,215
    
    
    
    23,918
    
    
    
    586,228
    
    
    
    852,958
    
    
    
    (1,038,128
    )
    
    
    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
    
    
    
    
    
    
    
    (11,797,882
    )
    
    
    OTHER ASSETS
    
    
    3,666
    
    
    
    6,847
    
    
    
    3,953
    
    
    
    205,433
    
    
    
    
    
    
    
    219,899$
    4,832,057
    
    
    $
    6,540,328
    
    
    $
    3,690,731
    
    
    $
    5,688,643
    
    
    $
    (14,875,753
    )
    
    $
    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
    
    
    
    
    
    
    
    (176,346
    )
    
    
    (995,436
    )
    
    
    Other current liabilities
    
    
    
    
    
    
    3
    
    
    
    487
    
    
    
    72,047
    
    
    
    
    
    
    
    72,537Total current liabilities
    
    
    4,122
    
    
    
    1,212,593
    
    
    
    33,596
    
    
    
    280,589
    
    
    
    (1,038,128
    )
    
    
    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
    
    
    
    1,138,813
    
    
    
    (3,077,871
    )
    
    
    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
    
    
    
    792,645
    
    
    
    (2,943,372
    )
    
    
    683,697Retained earnings
    
    
    3,602,870
    
    
    
    2,791,205
    
    
    
    2,301,199
    
    
    
    3,767,848
    
    
    
    (8,860,252
    )
    
    
    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
    
    
    
    4,555,426
    
    
    
    (11,797,882
    )
    
    
    4,308,322$
    4,832,057
    
    
    $
    6,540,328
    
    
    $
    3,690,731
    
    
    $
    5,688,643
    
    
    $
    (14,875,753
    )
    
    $
    5,876,006
 82




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
December 31, 2006
 NHC and NDH
    
    
    Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    2,458
    
    
    $
    36
    
    
    $
    
    
    
    $
    59,216
    
    
    $
    
    
    
    $
    61,710Accounts receivable
    
    
    
    
    
    
    4,032
    
    
    
    6,613
    
    
    
    397,596
    
    
    
    
    
    
    
    408,241Insurance receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,191
    
    
    
    
    
    
    
    54,191Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,461
    
    
    
    
    
    
    
    4,461Prepaid expenses
    
    
    
    
    
    
    827
    
    
    
    709
    
    
    
    18,955
    
    
    
    
    
    
    
    20,491Accounts receivable from affiliates
    
    
    582,991
    
    
    
    
    
    
    
    514,851
    
    
    
    
    
    
    
    (1,097,842
    )
    
    
    Other current assets
    
    
    1
    
    
    
    
    
    
    
    311
    
    
    
    44,200
    
    
    
    (23,626
    )
    
    
    20,886Total current assets
    
    
    585,450
    
    
    
    4,895
    
    
    
    522,484
    
    
    
    578,619
    
    
    
    (1,121,468
    )
    
    
    569,980PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    
    
    
    
    1,045,324
    
    
    
    103,625
    
    
    
    4,066,528
    
    
    
    
    
    
    
    5,215,477Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,870
    
    
    
    
    
    
    
    71,870
    
    
    
    1,045,324
    
    
    
    103,625
    
    
    
    4,138,398
    
    
    
    
    
    
    
    5,287,347Accumulated depreciation
    
    
    
    
    
    
    (60,265
    )
    
    
    (60,307
    )
    
    
    (1,308,382
    )
    
    
    
    
    
    
    (1,428,954
    )
    
    
    
    985,059
    
    
    
    43,318
    
    
    
    2,830,016
    
    
    
    
    
    
    
    3,858,393NOTES RECEIVABLE FROM AFFILIATES
    
    
    501,835
    
    
    
    
    
    
    
    9,159
    
    
    
    657,035
    
    
    
    (1,168,029
    )
    
    
    INVESTMENTS IN AFFILIATES
    
    
    2,456,632
    
    
    
    2,991,648
    
    
    
    2,420,467
    
    
    
    
    
    
    
    (7,868,747
    )
    
    
    OTHER ASSETS
    
    
    3,613
    
    
    
    4,963
    
    
    
    3,507
    
    
    
    145,458
    
    
    
    
    
    
    
    157,541$
    3,547,530
    
    
    $
    3,986,565
    
    
    $
    2,998,935
    
    
    $
    4,211,128
    
    
    $
    (10,158,244
    )
    
    $
    4,585,914LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    33,255
    
    
    $
    (23,626
    )
    
    $
    9,629Accounts payable
    
    
    17,305
    
    
    
    11,513
    
    
    
    1,628
    
    
    
    165,665
    
    
    
    
    
    
    
    196,111Accrued payroll and related costs
    
    
    
    
    
    
    45
    
    
    
    16,909
    
    
    
    76,297
    
    
    
    
    
    
    
    93,251Taxes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,793
    
    
    
    
    
    
    
    52,793Interest payable
    
    
    1,469
    
    
    
    
    
    
    
    7,453
    
    
    
    761
    
    
    
    
    
    
    
    9,683Accounts payable to affiliates
    
    
    
    
    
    
    638,638
    
    
    
    
    
    
    
    459,204
    
    
    
    (1,097,842
    )
    
    
    Other current liabilities
    
    
    
    
    
    
    3
    
    
    
    1,140
    
    
    
    63,650
    
    
    
    
    
    
    
    64,793Total current liabilities
    
    
    18,774
    
    
    
    650,199
    
    
    
    27,130
    
    
    
    851,625
    
    
    
    (1,121,468
    )
    
    
    426,260LONG-TERM DEBT
    
    
    299,763
    
    
    
    
    
    
    
    351,672
    
    
    
    33,034
    
    
    
    
    
    
    
    684,469NOTES PAYABLE TO AFFILIATES
    
    
    
    
    
    
    657,035
    
    
    
    
    
    
    
    510,994
    
    
    
    (1,168,029
    )
    
    
    DEFERRED INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    12,140
    
    
    
    207,381
    
    
    
    
    
    
    
    219,521OTHER LIABILITIES
    
    
    
    
    
    
    1,043
    
    
    
    2,099
    
    
    
    30,877
    
    
    
    
    
    
    
    34,019318,537
    
    
    
    1,308,277
    
    
    
    393,041
    
    
    
    1,633,911
    
    
    
    (2,289,497
    )
    
    
    1,364,269COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,348
    )
    
    
    
    
    
    
    (7,348
    )SHAREHOLDERS EQUITYOrdinary shares-par value $0.10 per share
    
    
    26,918
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,918Capital in excess of par value
    
    
    775,895
    
    
    
    1,149,965
    
    
    
    870,744
    
    
    
    98,562
    
    
    
    (2,119,271
    )
    
    
    775,895Retained earnings
    
    
    2,446,056
    
    
    
    1,528,323
    
    
    
    1,735,314
    
    
    
    2,505,879
    
    
    
    (5,769,516
    )
    
    
    2,446,056Accumulated other comprehensive
income (loss)
    
    
    (19,876
    )
    
    
    
    
    
    
    (164
    )
    
    
    (19,876
    )
    
    
    20,040
    
    
    
    (19,876
    )3,228,993
    
    
    
    2,678,288
    
    
    
    2,605,894
    
    
    
    2,584,565
    
    
    
    (7,868,747
    )
    
    
    3,228,993$
    3,547,530
    
    
    $
    3,986,565
    
    
    $
    2,998,935
    
    
    $
    4,211,128
    
    
    $
    (10,158,244
    )
    
    $
    4,585,914
 83




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
Year Ended December 31, 2007
 NHC and NDH
    
    
    Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    96,785
    
    
    $
    59,364
    
    
    $
    2,558,101
    
    
    $
    
    
    
    $
    2,714,250Reimbursables
    
    
    
    
    
    
    681
    
    
    
    832
    
    
    
    119,728
    
    
    
    
    
    
    
    121,241Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156,508
    
    
    
    
    
    
    
    156,508Engineering, consulting and other
    
    
    
    
    
    
    76,213
    
    
    
    
    
    
    
    3,306
    
    
    
    (76,207
    )
    
    
    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
    
    
    
    876,244
    
    
    
    (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
    
    
    
    1,448,024
    
    
    
    (76,207
    )
    
    
    1,504,449OPERATING INCOME (LOSS)
    
    
    (34,832
    )
    
    
    112,067
    
    
    
    24,008
    
    
    
    1,389,619
    
    
    
    
    
    
    
    1,490,862OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    1,313,963
    
    
    
    1,162,384
    
    
    
    574,976
    
    
    
    
    
    
    
    (3,051,323
    )
    
    
    Interest expense, net of amounts capitalized
    
    
    (82,605
    )
    
    
    (45,873
    )
    
    
    (25,552
    )
    
    
    37,613
    
    
    
    103,306
    
    
    
    (13,111
    )Other, net
    
    
    8,061
    
    
    
    (195
    )
    
    
    (3
    )
    
    
    106,594
    
    
    
    (103,306
    )
    
    
    11,151INCOME BEFORE INCOME TAXES
    
    
    1,204,587
    
    
    
    1,228,383
    
    
    
    573,429
    
    
    
    1,533,826
    
    
    
    (3,051,323
    )
    
    
    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
    
    
    $
    1,261,969
    
    
    $
    (3,051,323
    )
    
    $
    1,206,011
 84




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
Year Ended December 31, 2006
 NHC and NDH
    
    
    Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    42,116
    
    
    $
    41,996
    
    
    $
    1,802,875
    
    
    $
    
    
    
    $
    1,886,987Reimbursables
    
    
    
    
    
    
    540
    
    
    
    410
    
    
    
    91,404
    
    
    
    
    
    
    
    92,354Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    111,201
    
    
    
    
    
    
    
    111,201Engineering, consulting and other
    
    
    
    
    
    
    57,183
    
    
    
    
    
    
    
    9,628
    
    
    
    (57,114
    )
    
    
    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
    
    
    
    704,275
    
    
    
    (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
    
    
    
    1,141,361
    
    
    
    (57,114
    )
    
    
    1,172,809OPERATING INCOME (LOSS)
    
    
    (21,313
    )
    
    
    52,958
    
    
    
    22,038
    
    
    
    873,747
    
    
    
    
    
    
    
    927,430OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    791,824
    
    
    
    724,042
    
    
    
    363,664
    
    
    
    
    
    
    
    (1,879,530
    )
    
    
    Interest expense, net of amounts
capitalized
    
    
    (22,109
    )
    
    
    (57,650
    )
    
    
    (38,891
    )
    
    
    53,645
    
    
    
    48,838
    
    
    
    (16,167
    )Other, net
    
    
    (11,258
    )
    
    
    (3,043
    )
    
    
    11,210
    
    
    
    61,953
    
    
    
    (48,838
    )
    
    
    10,024INCOME BEFORE INCOME TAXES
    
    
    737,144
    
    
    
    716,307
    
    
    
    358,021
    
    
    
    989,345
    
    
    
    (1,879,530
    )
    
    
    921,287INCOME TAX (PROVISION) BENEFIT
    
    
    (5,278
    )
    
    
    15,296
    
    
    
    5,897
    
    
    
    (205,336
    )
    
    
    
    
    
    
    (189,421
    )NET INCOME
    
    $
    731,866
    
    
    $
    731,603
    
    
    $
    363,918
    
    
    $
    784,009
    
    
    $
    (1,879,530
    )
    
    $
    731,866
 85




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
Year Ended December 31, 2005
 Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    NHC
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    30,927
    
    
    $
    1,156,258
    
    
    $
    
    
    
    $
    1,187,185Reimbursables
    
    
    
    
    
    
    
    
    
    
    42
    
    
    
    86,290
    
    
    
    
    
    
    
    86,332Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91,465
    
    
    
    
    
    
    
    91,465Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    63
    
    
    
    17,092
    
    
    
    
    
    
    
    17,155
    
    
    
    
    
    
    
    31,032
    
    
    
    1,351,105
    
    
    
    
    
    
    
    1,382,137OPERATING COSTS AND EXPENSESContract drilling services
    
    
    109
    
    
    
    
    
    
    
    5,777
    
    
    
    574,978
    
    
    
    
    
    
    
    580,864Reimbursables
    
    
    
    
    
    
    
    
    
    
    42
    
    
    
    76,196
    
    
    
    
    
    
    
    76,238Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77,041
    
    
    
    
    
    
    
    77,041Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,678
    
    
    
    
    
    
    
    22,678Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    6,087
    
    
    
    235,665
    
    
    
    
    
    
    
    241,752Selling, general and administrative
    
    
    1,070
    
    
    
    
    
    
    
    280
    
    
    
    38,928
    
    
    
    
    
    
    
    40,278Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,759
    )
    
    
    
    
    
    
    (29,759
    )1,179
    
    
    
    
    
    
    
    12,186
    
    
    
    995,727
    
    
    
    
    
    
    
    1,009,092OPERATING INCOME (LOSS)
    
    
    (1,179
    )
    
    
    
    
    
    
    18,846
    
    
    
    355,378
    
    
    
    
    
    
    
    373,045OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    295,337
    
    
    
    254,361
    
    
    
    261,116
    
    
    
    
    
    
    
    (810,814
    )
    
    
    Interest expense, net of amounts capitalized
    
    
    (4
    )
    
    
    (46,650
    )
    
    
    (29,523
    )
    
    
    9,741
    
    
    
    46,650
    
    
    
    (19,786
    )Other, net
    
    
    2,634
    
    
    
    
    
    
    
    285
    
    
    
    54,564
    
    
    
    (46,650
    )
    
    
    10,833INCOME BEFORE INCOME TAXES
    
    
    296,788
    
    
    
    207,711
    
    
    
    250,724
    
    
    
    419,683
    
    
    
    (810,814
    )
    
    
    364,092INCOME TAX (PROVISION) BENEFIT
    
    
    (92
    )
    
    
    15,966
    
    
    
    3,637
    
    
    
    (86,907
    )
    
    
    
    
    
    
    (67,396
    )NET INCOME
    
    $
    296,696
    
    
    $
    223,677
    
    
    $
    254,361
    
    
    $
    332,776
    
    
    $
    (810,814
    )
    
    $
    296,696
 86




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2007
 NHC and NDH
    
    
    Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    1,206,011
    
    
    $
    1,244,000
    
    
    $
    545,354
    
    
    $
    1,261,969
    
    
    $
    (3,051,323
    )
    
    $
    1,206,011Adjustments to reconcile net income to net cash
provided by (used for) operating activities:Depreciation and amortization
    
    
    
    
    
    
    25,968
    
    
    
    5,610
    
    
    
    261,409
    
    
    
    
    
    
    
    292,987Impairment loss on assets
    
    
    
    
    
    
    
    
    
    
    400
    
    
    
    9,789
    
    
    
    
    
    
    
    10,189Deferred 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
    )
    
    
    
    
    
    
    3,051,323
    
    
    
    Pension contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (54,233
    )
    
    
    
    
    
    
    (54,233
    )Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,114
    )
    
    
    
    
    
    
    (5,114
    )Other
    
    
    5,460
    
    
    
    22,188
    
    
    
    (422
    )
    
    
    30,401
    
    
    
    
    
    
    
    57,627Other 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 provided by (used for)
operating activities
    
    
    (85,936
    )
    
    
    125,206
    
    
    
    (19,495
    )
    
    
    1,394,598
    
    
    
    
    
    
    
    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 provided by (used for)
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
    )
    
    
    (674,860
    )
    
    
    
    
    
    
    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 provided by (used for)
financing activities
    
    
    223,769
    
    
    
    1,234,621
    
    
    
    28,369
    
    
    
    43,257
    
    
    
    (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
 87




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2006
 NHC and NDH
    
    
    Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    731,866
    
    
    $
    731,603
    
    
    $
    363,918
    
    
    $
    784,009
    
    
    $
    (1,879,530
    )
    
    $
    731,866Adjustments to reconcile net income to net cash
provided by (used for) operating activities:Depreciation and amortization
    
    
    
    
    
    
    25,229
    
    
    
    5,036
    
    
    
    223,060
    
    
    
    
    
    
    
    253,325Impairment loss on assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,849
    
    
    
    
    
    
    
    4,849Deferred 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
    )
    
    
    
    
    
    
    1,879,530
    
    
    
    Pension contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,928
    )
    
    
    
    
    
    
    (19,928
    )Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,300
    )
    
    
    
    
    
    
    (6,300
    )Other
    
    
    4,725
    
    
    
    2,256
    
    
    
    (272
    )
    
    
    13,293
    
    
    
    
    
    
    
    20,002Other 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 provided by (used for) operating
activities
    
    
    (14,898
    )
    
    
    40,268
    
    
    
    5,515
    
    
    
    957,830
    
    
    
    
    
    
    
    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 provided by (used for) 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
    
    
    
    (339,132
    )
    
    
    (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 provided by (used for) financing
activities
    
    
    (652,862
    )
    
    
    409,484
    
    
    
    (29,377
    )
    
    
    (395,643
    )
    
    
    (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
 88




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2005
 Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    NHC
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    296,696
    
    
    $
    223,677
    
    
    $
    254,361
    
    
    $
    332,776
    
    
    $
    (810,814
    )
    
    $
    296,696Adjustments to reconcile net income to net cash
provided by (used for) operating activities:Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    6,087
    
    
    
    235,665
    
    
    
    
    
    
    
    241,752Deferred income tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,207
    
    
    
    
    
    
    
    36,207Equity in income of joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,194
    )
    
    
    
    
    
    
    (3,194
    )Distributions received from joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,194
    
    
    
    
    
    
    
    2,194Share-based compensation expense
    
    
    7,377
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,377Equity earnings in affiliates
    
    
    (295,337
    )
    
    
    (254,361
    )
    
    
    (261,116
    )
    
    
    
    
    
    
    810,814
    
    
    
    Pension contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,932
    )
    
    
    
    
    
    
    (18,932
    )Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,759
    )
    
    
    
    
    
    
    (29,759
    )Other
    
    
    
    
    
    
    
    
    
    
    (952
    )
    
    
    23,166
    
    
    
    
    
    
    
    22,214Other changes in current assets and liabilities,
net of acquired working capital:Accounts receivable
    
    
    
    
    
    
    
    
    
    
    (1,177
    )
    
    
    (66,917
    )
    
    
    
    
    
    
    (68,094
    )Accounts receivable from affiliates
    
    
    (108,845
    )
    
    
    
    
    
    
    66,266
    
    
    
    
    
    
    
    42,579
    
    
    
    Other current assets
    
    
    19,918
    
    
    
    
    
    
    
    979
    
    
    
    (1,929
    )
    
    
    
    
    
    
    18,968Accounts payable
    
    
    
    
    
    
    
    
    
    
    (569
    )
    
    
    (1,826
    )
    
    
    
    
    
    
    (2,395
    )Accounts payable to affiliates
    
    
    
    
    
    
    366
    
    
    
    
    
    
    
    42,213
    
    
    
    (42,579
    )
    
    
    Other current liabilities
    
    
    (1,455
    )
    
    
    
    
    
    
    1,309
    
    
    
    26,122
    
    
    
    
    
    
    
    25,976Net cash provided by (used for)
operating activities
    
    
    (81,646
    )
    
    
    (30,318
    )
    
    
    65,188
    
    
    
    575,786
    
    
    
    
    
    
    
    529,010CASH FLOWS FROM INVESTING ACTIVITIESNew construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (212,050
    )
    
    
    
    
    
    
    (212,050
    )Other capital expenditures
    
    
    
    
    
    
    
    
    
    
    (42
    )
    
    
    (221,764
    )
    
    
    
    
    
    
    (221,806
    )Major maintenance expenditures
    
    
    
    
    
    
    
    
    
    
    (146
    )
    
    
    (79,517
    )
    
    
    
    
    
    
    (79,663
    )Repayments from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,682
    
    
    
    (19,682
    )
    
    
    Loans to affiliates
    
    
    
    
    
    
    
    
    
    
    (700,000
    )
    
    
    (50,000
    )
    
    
    750,000
    
    
    
    Proceeds from sales of property and equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,129
    
    
    
    
    
    
    
    1,129Purchase of remaining 50 percent equity interest in the
Panon, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,576
    )
    
    
    
    
    
    
    (31,576
    )Investment in Smedvig
    
    
    (691,100
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (691,100
    )Investment in marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,973
    )
    
    
    
    
    
    
    (24,973
    )Proceeds from sales and maturities of marketable securities
    
    
    23,600
    
    
    
    
    
    
    
    
    
    
    
    89,028
    
    
    
    
    
    
    
    112,628Net cash provided by (used for)
investing activities
    
    
    (667,500
    )
    
    
    
    
    
    
    (700,188
    )
    
    
    (510,041
    )
    
    
    730,318
    
    
    
    (1,147,411
    )CASH FLOWS FROM FINANCING ACTIVITIESBorrowing on credit facilities
    
    
    
    
    
    
    
    
    
    
    700,000
    
    
    
    
    
    
    
    
    
    
    
    700,000Borrowings from affiliates
    
    
    700,000
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    (750,000
    )
    
    
    Payments on bank credit facilities
    
    
    
    
    
    
    
    
    
    
    (65,000
    )
    
    
    
    
    
    
    
    
    
    
    (65,000
    )Payment of other long-term debt
    
    
    
    
    
    
    (19,682
    )
    
    
    
    
    
    
    (8,517
    )
    
    
    19,682
    
    
    
    (8,517
    )Net proceeds from employee stock transactions
    
    
    76,037
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,037Dividends paid
    
    
    (13,655
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,655
    )Repurchases of ordinary shares
    
    
    (7,409
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,409
    )Net cash provided by (used for)
financing activities
    
    
    754,973
    
    
    
    30,318
    
    
    
    635,000
    
    
    
    (8,517
    )
    
    
    (730,318
    )
    
    
    681,456NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    5,827
    
    
    
    
    
    
    
    
    
    
    
    57,228
    
    
    
    
    
    
    
    63,055CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
    
    
    8,130
    
    
    
    
    
    
    
    
    
    
    
    50,660
    
    
    
    
    
    
    
    58,790CASH AND CASH EQUIVALENTS,
END OF PERIOD
    
    $
    13,957
    
    
    $
    
    
    
    $
    
    
    
    $
    107,888
    
    
    $
    
    
    
    $
    121,845
 89




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##### Table of Contents



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.
  90




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##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
    
 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 ACCOUNTANT FEES AND SERVICES.
  91




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND 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.
 92




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##### Table of Contents



SIGNATURES
  NOBLE CORPORATIONDate:  February 29, 2008
    By:
    /s/ DAVID W. WILLIAMSDavid W. Williams, Chairman of the Board,Chief Executive Officer and President  Signature
    
    Capacity In Which Signed
    
    Date/s/ DAVID W. WILLIAMS

David W. Williams
    
    Chairman of the Board, Chief Executive 
Officer
and President
(Principal Executive Officer)
    
    February 29, 2008/s/ THOMAS L. MITCHELL
    
    Senior Vice President, Chief Financial
    
    February 29, 2008Thomas L. Mitchell
    
    Officer, Treasurer and Controller(Principal Financial and Accounting
Officer)/s/ MICHAEL A. CAWLEY
    
    Director
    
    February 29, 2008Michael A. Cawley/s/ LAWRENCE J. CHAZEN
    
    Director
    
    February 29, 2008Lawrence J. Chazen/s/ LUKE R. CORBETT
    
    Director
    
    February 29, 2008Luke R. Corbett/s/ JULIE H. EDWARDS
    
    Director
    
    February 29, 2008Julie H. Edwards/s/ MARC E. LELAND
    
    Director
    
    February 29, 2008Marc E. Leland/s/ JACK E. LITTLE
    
    Director
    
    February 29, 2008Jack E. Little/s/ MARY P. RICCIARDELLO
    
    Director
    
    February 29, 2008Mary P. Ricciardello/s/ WILLIAM A. SEARS
    
    Director
    
    February 29, 2008William A. Sears
 93




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Exhibit2.1
    
    Agreement and Plan of Merger dated as of March 11, 2002 among Noble Corporation, 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).3.1
    
    Memorandum of Association of the Registrant (included as Annex B 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).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 dated March 22, 1999 (date
of event: March 1, 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 (filed as Exhibit 4.2 to Noble Drilling Corporations Form 8-K dated March 22, 1999
(date of event: March 1, 1999) and incorporated herein by reference).4.3
    
    Rights Agreement between Noble Corporation and UMB Bank, N.A., as Rights Agent, which
includes the Form of Right Certificate as Exhibit B thereto (filed as Exhibit 4.1 to the
Registrants Registration Statement on Form S-4 (No. 333-84278) and incorporated herein by
reference).4.4
    
    First Amendment to Rights Agreement between Noble Corporation and UMB Bank, N.A., as Rights
Agent, dated as of March 12, 2003 (filed as Exhibit 4.2 to the Registrants Current Report on
Form 8-K filed on March 14, 2003 and incorporated herein by reference).4.5
    
    Second Amendment to Rights Agreement between Noble Corporation and UMB Bank, N.A., as Rights
Agent, dated as of June 9, 2005 (filed as Exhibit 10.3 to the Registrants Current Report on
Form 8-K filed on June 10, 2005 and incorporated herein by reference).4.6
    
    Third Amendment to Rights Agreement between Noble Corporation and UMB Bank, N.A., as Rights
Agent, effective as of February 3, 2006 (filed as Exhibit 4.1 to the Registrants Current
Report on Form 8-K filed on February 8, 2006 and incorporated herein by reference).4.7
    
    Note Purchase Agreement, dated as of December 21, 1998, by and among Noble Drilling (Jim
Thompson) Inc., JP Morgan Chase Bank, National Association (formerly Chase Bank of Texas,
National Association), as Trustee, and each of the note purchasers thereunder. Each note
purchaser has entered into a separate Note Purchase Agreement, which agreements are
substantially identical in all material respects, except for the principal amount of notes
purchased. A schedule identifying each of the note purchasers that entered into a Note
Purchase Agreement with Noble Drilling (Jim Thompson) Inc. and the principal amount of notes
purchased by each such note purchaser is included as Annex I to the Note Purchase Agreement
(filed as Exhibit 4.24 to Noble Drilling Corporations Registration Statement on Form S-3 (No.
333-72059) and incorporated herein by reference).
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ExhibitNumber
    
    Exhibit4.8
    
    Indenture of First Naval Mortgage, dated as of December 21, 1998, made by Noble Drilling (Jim
Thompson) Inc. in favor of JP Morgan Chase Bank, National Association (formerly Chase Bank of
Texas, National Association), as trustee (filed as Exhibit 4.25 to Noble Drilling
Corporations Registration Statement on Form S-3 (No. 333-72059) and incorporated herein by
reference).4.9
    
    Parent Guaranty, dated as of December 21, 1998, by Noble Drilling Corporation in favor of JP
Morgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association),
as trustee (filed as Exhibit 4.26 to Noble Drilling Corporations Registration Statement on
Form S-3 (No. 333-72059) and incorporated herein by reference).4.10
    
    Credit Agreement, dated as of December 22, 2005, among Noble Corporation, Noble Holding
(U.S.) Corporation, Noble Drilling Corporation and Goldman Sachs Credit Partners L.P. (filed
as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on December 28, 2005 and
incorporated herein by reference).4.11
    
    First Amendment to Credit Agreement, dated as of February 17, 2006 among Noble Corporation,
Noble Holding (U.S.) Corporation, Noble Drilling Corporation and Goldman Sachs Credit Partners
L.P. (filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on February
22, 2006 and incorporated herein by reference).4.12
    
    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 (filed as Exhibit 4.14
to the Registrants Registration Statement on Form S-3 (No. 333-131885) and incorporated
herein by reference).4.13
    
    First Amendment to Note Purchase Agreement and Consent, dated March 15, 2002, between Noble Drilling (Jim Thompson) Inc., each of the note purchasers thereunder and JPMorgan Chase Bank, National Association, as trustee (filed as Exhibit 4.2 to the Registrants Quarterly Report on Form 10-Q for the three-month period ended March 31, 2002 and incorporated herein by reference).4.14
    
    Amended and Restated Parent Guaranty, dated as April 25, 2002, by Noble Corporation, Noble Holding (U.S.) Corporation and Noble Drilling Corporation, in favor of JPMorgan Chase Bank, National Association, as trustee, for the benefit of the note purchasers under the Note Purchase Agreement and Consent with Noble Drilling (Jim Thompson) Inc. (filed as Exhibit 4.3 to the Registrants Quarterly Report on Form 10-Q for the three-month period ended March 
31, 2002 and incorporated herein by reference).4.15
    
    Second Supplemental Indenture, dated as of April 30, 2002, between Noble Drilling
Corporation, Noble Holding (U.S.) Corporation and Noble Corporation, and JPMorgan Chase Bank,
National Association, as trustee (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).4.16
    
    Second Amendment to Credit Agreement, dated as of March 2, 2006 among Noble Corporation,
Noble Holding (U.S.) Corporation, Noble Drilling Corporation and Goldman Sachs Credit
Partners, L.P. (filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on
March 6, 2006 and incorporated herein by reference).4.17
    
    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).4.18
    
    First Supplemental Indenture, dated as of May 26, 2006, between Noble Corporation, as Issuer,
Noble Drilling Corporation, as Guarantor, and JPMorgan Chase Bank, National Association, as
Trustee (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).
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ExhibitNumber
    
    Exhibit4.19
    
    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).4.20
    
    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).4.21
    
    Short-Term Loan Agreement dated as of July 24, 2007 among Noble Corporation, as Borrower, the
Lenders from time to time parties thereto and Goldman Sachs Credit Partners L.P., as
Administrative Agent (filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K
filed on July 26, 2007 and incorporated herein by reference).10.1*
    
    Amendment to the Noble Corporation 1991 Stock Option and Restricted Stock Plan dated as of
April 24, 2003, and composite copy of the Plan through such Amendment (filed as Exhibit 10.2
to the Registrants Quarterly Report on Form 10-Q for the three-month period ended March 31,
2003 and incorporated herein by reference).10.2*
    
    Amendment No. 4 to the Noble Corporation 1992 Nonqualified Stock Option Plan for
Non-Employee Directors dated as of April 24, 2003, and composite copy of the Plan through such
Amendment (filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the
three-month period ended March 31, 2003 and incorporated herein by reference).10.3*
    
    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).10.4*
    
    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).10.5*
    
    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).10.6*
    
    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).10.7*
    
    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).10.8*
    
    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).10.9
    
    Parent Company Guarantee dated August 26, 1994 between Noble Drilling Corporation and
Hibernia Management and Development Company Ltd. (filed as Exhibit 10.45 to Noble Drilling
Corporations Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated
herein by reference).
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##### Table of Contents



ExhibitNumber
    
    Exhibit10.10*
    
    Form of Indemnity Agreement entered into between Noble Corporation and each of its directors
and officers (filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the
three-month period ended March 31, 2002 and incorporated herein by reference).10.11*
    
    Amended and Restated Employment Agreement, dated as of April 30, 2002, by and between Noble
Drilling Corporation and James C. Day (filed as Exhibit 10.2 to the Registrants Quarterly
Report on Form 10-Q for the three-month period ended March 31, 2002 and incorporated herein by
reference).10.12*
    
    Parent Guaranty by Noble Corporation, dated as of April 30, 2002, of Amended and Restated
Employment Agreement by and between Noble Drilling Corporation and James C. Day (filed as
Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).10.13*
    
    Amended and Restated Employment Agreement, dated as of April 30, 2002, by and between Noble
Drilling Corporation and Mark A. Jackson (filed as Exhibit 10.6 to the Registrants Quarterly
Report on Form 10-Q for the three-month period ended March 31, 2002 and incorporated herein by
reference).10.14*
    
    Parent Guaranty by Noble Corporation, dated as of April 30, 2002, of Amended and Restated
Employment Agreement by and between Noble Drilling Corporation and Mark A. Jackson (filed as
Exhibit 10.7 to the Registrants Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).10.15*
    
    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).10.16*
    
    Parent Guaranty by Noble Corporation, dated as of April 30, 2002, of Amended and Restated
Employment Agreement by and between Noble Drilling Corporation and Julie J. Robertson (filed
as Exhibit 10.9 to the Registrants Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).10.17*
    
    Amended and Restated Employment Agreement, dated as of April 30, 2002, by and between Noble
Drilling Corporation and Robert D. Campbell (filed as Exhibit 10.4 to the Registrants
Quarterly Report on Form 10-Q for the three-month period ended March 31, 2002 and incorporated
herein by reference).10.18*
    
    Parent Guaranty by Noble Corporation, dated as of April 30, 2002, of Amended and Restated
Employment Agreement by and between Noble Drilling Corporation and Robert D. Campbell (filed
as Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).10.19*
    
    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).10.20*
    
    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).10.21*
    
    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).
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ExhibitNumber
    
    Exhibit10.22*
    
    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).10.23*
    
    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).10.24*
    
    Form of Noble Corporation Non-Employee Director Nonqualified Stock Option Agreement under
the Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Restricted Share
Plan for Non-Employee Directors (filed as Exhibit 10.4 to the Registrants Current Report on
Form 8-K filed on May 4, 2005 and incorporated herein by reference).10.25*
    
    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).10.26
    
    Share Purchase Agreement between Noble Corporation and Nora Smedvig, Peter T. Smedvig,
Hjordis Smedvig, HKS AS, AS Veni, Petrus AS and Peder Smedvig Capital AS, dated December 12,
2005 (filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on December
15, 2005 and incorporated herein by reference).10.27*
    
    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).10.28*
    
    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).10.29*
    
    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).10.30*
    
    Amendment to the Noble Corporation 1991 Stock Option and Restricted Stock Plan dated April
27, 2006 (filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the
three-month period ended March 31, 2006 and incorporated herein by reference).10.31*
    
    Summary of Noble Corporation Directors Compensation (filed as Exhibit 10.1 to the
Registrants Current Report on Form 8-K filed on August 1, 2006 and incorporated herein by
reference).10.32*
    
    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).10.33*
    
    Parent Guaranty by Noble Corporation, dated as of October 27, 2006, of Employment Agreement
by and between Noble Drilling Corporation and Thomas L. Mitchell (filed as Exhibit 10.36 to
the Registrants Annual Report on Form 10-K for the year ended December 31, 2006 and
incorporated herein by reference).10.34*
    
    Separation Agreement, dated as of March 17, 2006, by and between Noble Corporation and Bruce
W. Busmire (filed as Exhibit 10.37 to the Registrants Annual Report on Form 10-K for the year
ended December 31, 2006 and incorporated herein by reference).
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##### Table of Contents



ExhibitNumber
    
    Exhibit10.35*
    
    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).10.36*
    
    Noble Corporation 2007 Short-Term Incentive Plan (filed as Exhibit 10.3 to the Registrants
Current Report on Form 8-K filed on May 1, 2007 and incorporated herein by reference).10.37*
    
    Separation Agreement and Release dated as of September 20, 2007 between Noble Corporation
and Mark A. Jackson (filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K
filed on September 25, 2007 and incorporated herein by reference).10.38*
    
    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).10.39*
    
    Employment Agreement, dated as of October 27, 2006, by and between Noble Drilling Services
Inc. and David W. Williams.10.40*
    
    Parent Guaranty by Noble Corporation, dated as of October 27, 2006, of Employment Agreement
by and between Noble Drilling Services Inc. and David W. Williams.10.41*
    
    Amendment No. 4 to the Noble Drilling Corporation 401(k) Savings Restoration Plan dated
March 30, 2007.14.1
    
    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 required to be filed as an exhibit
hereto.+
    
    Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K. 99