##### 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, 2006
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 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
  þ o o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PAGEPART IITEM 1. BUSINESS
    
    
    1General
    
    
    1Business Strategy
    
    
    1Business Development During 2006
    
    
    2Drilling Contracts
    
    
    3Offshore Drilling Operations
    
    
    4Contract Drilling Services
    
    
    4Labor Contracts
    
    
    4Technology, Engineering Services and Project Management
    
    
    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
    
    
    11ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    11ITEM 2. PROPERTIES
    
    
    11Drilling Fleet
    
    
    11Semisubmersibles
    
    
    11Dynamically Positioned Drillships
    
    
    12Independent Leg Cantilevered Jackups
    
    
    12Submersibles
    
    
    12Drilling Fleet Table
    
    
    13Facilities
    
    
    15ITEM 3. LEGAL PROCEEDINGS
    
    
    15ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    15EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    15PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    16ITEM 6. SELECTED FINANCIAL DATA
    
    
    18ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    18Executive Overview
    
    
    18Results of Operations
    
    
    19Liquidity and Capital Resources
    
    
    31Critical Accounting Policies
    
    
    34ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    37ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    85ITEM 9A. CONTROLS AND PROCEDURES
    
    
    85ITEM 9B. OTHER INFORMATION
    
    
    85PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    86ITEM 11. EXECUTIVE COMPENSATION
    
    
    86ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    86ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    86ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    86PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    87SIGNATURES
    
    
    88Employment AgreementParent GuarantySeparation AgreementSubsidiariesConsent of PricewaterhouseCoopers LLPCertification Pursuant to Rule 13a-14(a)/15d-14(a)Certification Pursuant to Rule 13a-14(a)/15d-14(a)Certification Pursuant to 18 U.S.C. Section 1350Certification Pursuant to 18 U.S.C. Section 1350




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PART I
 
 ITEM 1. BUSINESS.
 
 GENERAL
 Noble Bingo 9000
Rig 4
  
 BUSINESS STRATEGY
 Noble Scott Marks Noble Roger Lewis Noble Hans Deul Noble Clyde Boudreaux Noble Dave Beard Noble Danny Adkins Noble Bingo 9000 Rig 4
   1




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BUSINESS DEVELOPMENT DURING 2006
 Noble Scott Marks
 Noble
Bingo 9000 Rig 4
 SM Noble Jim Thompson SM
 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 (in general, we seek to have a reasonable balance of short- and
long-term contracts to minimize the impact of a decline in the market, while obtaining
the upside of increasing market prices in a rising market);
    
    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 drill one or more additional wells, generally
upon advance notice to us 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 (lower rates 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
approximately 63 percent of our contracts).
   3




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OFFSHORE DRILLING OPERATIONS
 
 Contract Drilling Services
    
 Labor Contracts
   
 TECHNOLOGY, ENGINEERING SERVICES AND PROJECT MANAGEMENT
  
 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 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;
    
    development and exploitation of alternative fuels;
    
    domestic and foreign tax policy; and
    
    advances in exploration and development technology.
 The contract drilling industry is a highly competitive and cyclical business with intense price
competition.
  6




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Construction, conversion or upgrades of rigs may be subject to cost overruns and delays.
  
    
    shortages of equipment, materials or skilled labor;
    
    work stoppages;
    
    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 in meeting permit conditions;
    
    design and engineering problems;
    
    latent damages or deterioration to hull, equipment and machinery in excess of
engineering estimates and assumptions;
    
    shipyard failures; and
    
    failure or delay of third party service providers and labor disputes.
  7




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Failure to attract and retain highly skilled personnel 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.
      Demand for our drilling services may decrease due to events beyond our control.
  8




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Our business involves numerous operating hazards.
  Governmental laws and regulations, including environmental laws and regulations, may add to our
costs or limit our drilling activity.
    Our international operations involve additional risks not associated with domestic operations.
  
    
    terrorist acts, war and civil disturbances;
    
    expropriation of property or equipment;
 9




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
    
    foreign and domestic monetary policy;
    
    the inability to repatriate income or capital;
    
    regulatory or financial requirements to comply with foreign bureaucratic actions; and
    
    changing taxation policies.
  
    
    the 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.
  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.
  We are subject to changes in tax laws.
  10




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Forward-Looking Statements
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
  
 ITEM 2. PROPERTIES.
 
 DRILLING FLEET
  
 Semisubmersibles
 Noble Danny Adkins
 11




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Dynamically Positioned Drillships
 Noble Leo Segerius Noble Roger Eason Noble Muravlenko
 
 Independent Leg Cantilevered Jackups
 Noble Roger Lewis Noble Hans Deul Noble
Scott Marks
 
 Submersibles
   12




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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 (3)
    
    Noble EVA-4000- DP
    
    2006 R
    
    
    10,000
    
    
    30,000
    
    Brazil
    
    ActiveNoble Paul Romano
    
    Noble EVA-4000
    
    1998 R
    
    
    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
    
    
    6,000
    
    
    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(4)
    
    Offshore Co. SCP III Mark 2
    
    2000 R
    
    
    1,500
    
    
    25,000
    
    U.K.
    
    ActiveNoble Clyde Boudreaux (5)
    
    Friede & Goldman 9500 Enhanced Pacesetter
    
    2007 R
    
    
    10,000
    
    
    35,000
    
    U.S. Gulf of Mexico
    
    Shipyard/ContractedNoble Dave Beard (5)
    
    Friede & Goldman 9500 Enhanced Pacesetter-DP
    
    2008 R
    
    
    10,000
    
    
    35,000
    
    China
    
    Shipyard/ContractedNoble Danny Adkins (5)
    
    Trosvik Bingo 9000-DP
    
    2009 N
    
    
    12,000
    
    
    35,000
    
    Singapore
    
    Shipyard/ContractedNoble Bingo 9000 Rig 4 (5)
    
    Trosvik Bingo 9000-DP
    
    1999
    
    
    12,000
    
    
    35,000
    
    Singapore
    
    ShipyardDynamically Positioned Drillships  3Noble Roger Eason
    
    NAM Nedlloyd  C
    
    2005 R
    
    
    7,200
    
    
    25,000
    
    Brazil
    
    ActiveNoble Leo Segerius
    
    Gusto Engineering Pelican Class
    
    2002 R
    
    
    5,600
    
    
    20,000
    
    Brazil
    
    ActiveNoble Muravlenko(6)
    
    Gusto Engineering Pelican Class
    
    1997 R
    
    
    4,600
    
    
    20,000
    
    Brazil
    
    ActiveIndependent Leg Cantilevered Jackups  44Noble 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 (4) (7)
    
    Baker Marine Europe Class
    
    2001 R
    
    
    390
    
    
    25,000
    
    U.K.
    
    ActiveNoble Al White(4)
    
    CFEM T-2005C
    
    2005 R
    
    
    360
    
    
    30,000
    
    U.K.
    
    ActiveNoble Kolskaya (4) (8)
    
    Gusto Engineering-C
    
    1997 R
    
    
    330
    
    
    25,000
    
    U.K.
    
    ActiveNoble Johnnie Hoffman
    
    Baker Marine BMC 300
    
    1993 R
    
    
    300
    
    
    25,000
    
    Mexico
    
    ActiveNoble Byron Welliver (4)
    
    CFEM T-2005C
    
    1982
    
    
    300
    
    
    30,000
    
    Denmark
    
    ActiveNoble Roy Butler (9)
    
    F&G L-780 MOD II
    
    1998 R
    
    
    300
    
    
    25,000
    
    Nigeria
    
    ActiveNoble Tommy Craighead
    
    F&G L-780 MOD II
    
    2003 R
    
    
    300
    
    
    25,000
    
    Nigeria
    
    ActiveNoble Kenneth Delaney
    
    F&G L-780 MOD II
    
    1998 R
    
    
    300
    
    
    25,000
    
    U.A.E.
    
    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
    
    U.A.E.
    
    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(12)
    
    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
    
    Qatar
    
    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 (10)
    
    MLT Class 116-C
    
    1979
    
    
    300
    
    
    25,000
    
    U.A.E.
    
    ActiveNoble Charles Copeland (11)
    
    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
    
    Equitorial Guinea
    
    ActiveNoble Chuck Syring
    
    MLT Class 82-C
    
    1996 R
    
    
    250
    
    
    20,000
    
    Qatar
    
    ActiveNoble George Sauvageau (4)
    
    NAM Nedlloyd-C
    
    1981
    
    
    250
    
    
    35,000
    
    The Netherlands
    
    ActiveNoble Ronald Hoope (4)
    
    Marine Structure CJ-46
    
    1982
    
    
    250
    
    
    25,000
    
    U.K.
    
    ActiveNoble Lynda Bossler (4)
    
    Marine Structure CJ-46
    
    1982
    
    
    250
    
    
    25,000
    
    The Netherlands
    
    ActiveNoble Piet van Ede (4)
    
    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
    
    
    120
    
    
    20,000
    
    U.A.E.
    
    ActiveNoble Roger Lewis (4)
    
    F&G JU2000-E
    
    2007 N
    
    
    400
    
    
    30,000
    
    China
    
    Shipyard/ContractedNoble Hans Deul (4)
    
    F&G JU2000-E
    
    2008 N
    
    
    400
    
    
    30,000
    
    China
    
    Shipyard/ContractedNoble Scott Marks (4)
    
    F&G JU2000-E
    
    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
    
    Active
 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.(3)
    
    Water depth rating is based on installation of our proprietary aluminum alloy riser to be installed in 2007.(4)
    
    Harsh environment capability.(5)
    
    Water depth rating is subsequent to the rigs planned upgrade. The Noble Danny Adkinsand Noble Bingo 9000
Rig 4are new baredeck hulls. We began a project to construct the Noble Danny Adkinsas an ultra-deepwater
semisubmersible in late 2005. Pre-construction wire and advance steel purchases have been made on the
Noble Bingo 9000 Rig 4.(6)
    
    We operate the unit and own an 82 percent interest in the unit through a joint venture.(7)
    
    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 legs required to extend the drilling depth capability to 390 feet of water.(8)
    
    We operate the unit pursuant to a bareboat charter agreement to us. Under this agreement, we retain 30
percent of operating profits as defined in the agreement. This bareboat charter agreement expires in June
2008.(9)
    
    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 legs required to extend the
drilling depth capability to 300 feet of water.(10)
    
    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 estimate the cost of adding the additional leg
capacity at approximately $4.5 million.(11)
    
    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 legs required to extend the
water depth capability to 280 feet of water.(12)
    
    Although currently designed for drilling depths of 20,000 feet, an engine upgrade scheduled for 2007 will
increase drilling depth to 25,000 feet. Noble Jim Thompson
 14




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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
    
    PositionJames C. Day
    
    63
    
    Chairman of the BoardMark A. Jackson
    
    51
    
    Chief Executive Officer, President and Chief Operating Officer and DirectorJulie J. Robertson
    
    50
    
    Executive Vice President and Corporate SecretaryThomas L. Mitchell
    
    46
    
    Senior Vice President and Chief Financial Officer, Treasurer and ControllerRobert D. Campbell
    
    56
    
    Senior Vice President and General Counsel and Assistant Secretary
   15




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PART II
 
 ITEM
5.  MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER                 PURCHASES OF
EQUITY SECURITIES.
  DividendsHigh
    
    Low
    
    Declared and Paid2006Fourth quarter
    
    $
    82.31
    
    
    $
    58.51
    
    
    $
    0.04Third quarter
    
    
    77.26
    
    
    
    60.91
    
    
    
    0.04Second
quarter
    
    
    86.16
    
    
    
    62.45
    
    
    
    0.04First quarter
    
    
    84.96
    
    
    
    69.01
    
    
    
    0.042005Fourth quarter
    
    $
    75.63
    
    
    $
    57.14
    
    
    $
    0.04Third quarter
    
    
    72.72
    
    
    
    59.86
    
    
    
    0.02Second quarter
    
    
    64.60
    
    
    
    48.81
    
    
    
    0.02First quarter
    
    
    59.09
    
    
    
    47.04
    
    
    
    0.02
  16




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##### Table of Contents



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(1)
    
    Paid per Share(1)(3)
    
    Plans or Programs(2)(3)
    
    Plans or Programs(2)October 2006
    
    
    87,033
    (4)
    
    $
    69.79
    
    
    
    75,000
    
    
    
    6,687,000November 2006
    
    
    500,000
    
    
    $
    71.73
    
    
    
    500,000
    
    
    
    6,187,000December 2006
    
    
    925,000
    
    
    $
    78.52
    
    
    
    925,000
    
    
    
    5,262,000
 
 (1)
    
    Includes ordinary shares purchased by the Company pursuant to a voluntary program (also known
as an odd-lot program) through which holders who own fewer than 100 ordinary shares may sell
their shares to the Company. All shares submitted for sale under this offer were purchased by
the Company. Shares purchased under the odd-lot offer in October totaled 250 at an average
price of $61.71 ($15,000).(2)
    
    All share repurchases, except those repurchased under our odd-lot program described in
footnote (1) above, were made in the open market and were effected pursuant to the share
repurchase program which our board of directors authorized and adopted and which we announced
on January 31, 2002. The program authorization at December 31, 2006 covered an aggregate of
15,000,000 ordinary shares, of which the Company had repurchased 9,738,000 ordinary shares.
On February 2, 2007, the Company announced that its board of directors had increased the
Companys total number of ordinary shares authorized for repurchase to 15,262,000,
representing an increase of 10,000,000 additional ordinary shares. Our share repurchase
program has no date of expiration.(3)
    
    Shares repurchased in October totaled 75,000 shares at an average price of $69.63 ($5.2
million).(4)
    
    Includes 11,783 ordinary shares at an average price of $70.81 acquired by surrender of
ordinary shares to the Company by employees for withholding taxes upon the vesting of
restricted stock. 17




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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA.
  Year Ended December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002(In thousands, except per share amounts)Statement of Income DataOperating revenues
    
    $
    2,100,239
    
    
    $
    1,382,137
    
    
    $
    1,066,231
    
    
    $
    987,380
    
    
    $
    990,248Net income
    
    
    731,866
    
    
    
    296,696
    
    
    
    146,086
    
    
    
    166,416
    
    
    
    209,503Net income per share:Basic
    
    
    5.38
    
    
    
    2.18
    
    
    
    1.10
    
    
    
    1.26
    
    
    
    1.58Diluted
    
    
    5.33
    
    
    
    2.16
    
    
    
    1.09
    
    
    
    1.25
    
    
    
    1.57Balance Sheet Data (at end of period)Cash and marketable securities (1)
    
    $
    61,710
    
    
    $
    166,302
    
    
    $
    191,578
    
    
    $
    237,843
    
    
    $
    265,466Property and equipment, net
    
    
    3,858,393
    
    
    
    2,999,019
    
    
    
    2,743,620
    
    
    
    2,625,866
    
    
    
    2,471,043Total assets
    
    
    4,585,914
    
    
    
    4,346,367
    
    
    
    3,307,973
    
    
    
    3,189,633
    
    
    
    3,065,714Long-term debt
    
    
    684,469
    
    
    
    1,129,325
    
    
    
    503,288
    
    
    
    541,907
    
    
    
    589,562Total debt (2)
    
    
    694,098
    
    
    
    1,138,297
    
    
    
    511,649
    
    
    
    589,573
    
    
    
    670,139Shareholders equity
    
    
    3,228,993
    
    
    
    2,731,734
    
    
    
    2,384,434
    
    
    
    2,178,425
    
    
    
    1,989,210Other DataNet cash provided by operating activities
    
    $
    988,715
    
    
    $
    529,010
    
    
    $
    332,221
    
    
    $
    365,308
    
    
    $
    445,364Capital expenditures
    
    
    1,122,061
    
    
    
    545,436
    
    
    
    333,989
    
    
    
    344,118
    
    
    
    521,125Cash dividends declared per share (3)
    
    
    0.16
    
    
    
    0.10
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Consists of Cash and Cash Equivalents and Investments in Marketable Securities as reported on
our consolidated balance sheets under Current Assets.(2)
    
    Consists of Long-Term Debt and Current Maturities of Long-Term Debt.(3)
    
    In October 2004, Nobles board of directors took action to modify our then existing dividend
policy and institute 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.
  
 EXECUTIVE OVERVIEW
   18




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##### Table of Contents



Noble Scott
Marks Noble Bingo 9000 Rig 4
 
 RESULTS OF OPERATIONS
 Hurricane Losses and Recoveries
  Noble Jim Thompson Noble Max
Smith Noble Paul Romano Noble Amos Runner
 19




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##### Table of Contents



2006 Compared to 2005
 General
   Contract Drilling ServicesInternational
    
    
    Domestic
    
    
    Other
    
    
    Total(In thousands)2006Operating Revenues:Contract drilling services
    
    $
    1,389,482
    
    
    $
    535,158
    
    
    $
    
    
    
    $
    1,924,640Reimbursables
    
    
    56,092
    
    
    
    13,657
    
    
    
    22,605
    
    
    
    92,354Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    73,548
    
    
    
    73,548Engineering, consulting and other
    
    
    832
    
    
    
    554
    
    
    
    8,311
    
    
    
    9,6971,446,406
    
    
    
    549,369
    
    
    
    104,464
    
    
    
    2,100,239Operating Costs and Expenses:Contract drilling services
    
    
    583,180
    
    
    
    142,527
    
    
    
    
    
    
    
    725,707Reimbursables
    
    
    45,956
    
    
    
    12,555
    
    
    
    21,009
    
    
    
    79,520Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    61,910
    
    
    
    61,910Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    16,779
    
    
    
    16,779Depreciation and amortization
    
    
    199,526
    
    
    
    50,771
    
    
    
    3,028
    
    
    
    253,325Selling, general and administrative
    
    
    29,279
    
    
    
    13,148
    
    
    
    3,845
    
    
    
    46,272Hurricane losses and recoveries, net
    
    
    
    
    
    
    (10,704
    )
    
    
    
    
    
    
    (10,704
    )857,941
    
    
    
    208,297
    
    
    
    106,571
    
    
    
    1,172,809Operating Income
    
    $
    588,465
    
    
    $
    341,072
    
    
    $
    (2,107
    )
    
    $
    927,430
 Contract Drilling ServicesInternational
    
    
    Domestic
    
    
    Other
    
    
    Total(In thousands)2005Operating Revenues:Contract drilling services
    
    $
    938,254
    
    
    $
    271,193
    
    
    $
    
    
    
    $
    1,209,447Reimbursables
    
    
    39,630
    
    
    
    20,141
    
    
    
    26,561
    
    
    
    86,332Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    69,203
    
    
    
    69,203Engineering, consulting and other
    
    
    2,410
    
    
    
    1,554
    
    
    
    13,191
    
    
    
    17,155980,294
    
    
    
    292,888
    
    
    
    108,955
    
    
    
    1,382,137Operating Costs and Expenses:Contract drilling services
    
    
    470,770
    
    
    
    128,437
    
    
    
    
    
    
    
    599,207Reimbursables
    
    
    30,638
    
    
    
    19,424
    
    
    
    26,176
    
    
    
    76,238Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    58,698
    
    
    
    58,698Engineering, consulting and other
    
    
    955
    
    
    
    1,342
    
    
    
    20,381
    
    
    
    22,678Depreciation and amortization
    
    
    190,043
    
    
    
    48,116
    
    
    
    3,593
    
    
    
    241,752Selling, general and administrative
    
    
    27,728
    
    
    
    10,256
    
    
    
    2,294
    
    
    
    40,278Hurricane losses and recoveries, net
    
    
    
    
    
    
    (29,759
    )
    
    
    
    
    
    
    (29,759
    )720,134
    
    
    
    177,816
    
    
    
    111,142
    
    
    
    1,009,092Operating Income
    
    $
    260,160
    
    
    $
    115,072
    
    
    $
    (2,187
    )
    
    $
    373,045
 20




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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
    
    
    2005International (3):Jackups
    
    
    97
    %
    
    
    97
    %
    
    
    14,357
    
    
    
    13,327
    
    
    $
    76,864
    
    
    $
    54,491Semisubmersibles  >6,000(4)
    
    
    100
    %
    
    
    100
    %
    
    
    730
    
    
    
    730
    
    
    
    142,762
    
    
    
    134,009Semisubmersibles  <6,000(5)
    
    
    87
    %
    
    
    96
    %
    
    
    475
    
    
    
    352
    
    
    
    153,897
    
    
    
    86,654Drillships
    
    
    100
    %
    
    
    91
    %
    
    
    1,095
    
    
    
    992
    
    
    
    99,795
    
    
    
    84,423Total International
    
    
    97
    %
    
    
    97
    %
    
    
    16,657
    
    
    
    15,401
    
    
    $
    83,417
    
    
    $
    60,922Domestic (6):Jackups
    
    
    97
    %
    
    
    100
    %
    
    
    155
    
    
    
    730
    
    
    $
    101,112
    
    
    $
    65,479Semisubmersibles  >6,000 (4)
    
    
    100
    %
    
    
    93
    %
    
    
    1,460
    
    
    
    1,354
    
    
    
    269,196
    
    
    
    101,650Semisubmersibles  <6,000 (5)
    
    
    86
    %
    
    
    95
    %
    
    
    455
    
    
    
    696
    
    
    
    130,864
    
    
    
    73,908Submersibles
    
    
    84
    %
    
    
    81
    %
    
    
    925
    
    
    
    882
    
    
    
    67,452
    
    
    
    38,917Total Domestic
    
    
    92
    %
    
    
    91
    %
    
    
    2,995
    
    
    
    3,662
    
    
    $
    178,684
    
    
    $
    74,056Total Company
    
    
    96
    %
    
    
    96
    %
    
    
    19,652
    
    
    
    19,063
    
    
    $
    97,936
    
    
    $
    63,445
 
 (1)
    
    Information reflects our policy of reporting on the basis of the number of actively marketed
rigs in our fleet. Percentages reflect the results of rigs only during the period in which
they are owned or operated by us.(2)
    
    Information reflects the number of days that our rigs were operating under contractual terms.(3)
    
    International encompasses contract drilling services conducted in the Middle East, India,
Mexico, the North Sea, Brazil and West Africa.(4)
    
    These units have water depth ratings of 6,000 feet or greater depending on the unit. The
average dayrate for domestic semisubmersibles for 2005 was negatively impacted by the
classification of loss of hire insurance coverage related to U.S. Gulf Coast hurricanes in
2005. See Results of Operations  Hurricane Losses and Recoveries above in this
Managements Discussion and Analysis of Financial Condition and Results of Operations.(5)
    
    These units have water depth ratings of less than 6,000 feet.(6)
    
    Domestic encompasses contract drilling services conducted in the U.S. Gulf of Mexico. 21




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##### Table of Contents



International Contract Drilling Services
  Operating CostsOperating Revenues
    
    
    and Expenses2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands)Contract drilling services
    
    $
    1,389,482
    
    
    $
    938,254
    
    
    $
    583,180
    
    
    $
    470,770Reimbursables (1)
    
    
    56,092
    
    
    
    39,630
    
    
    
    45,956
    
    
    
    30,638Other
    
    
    832
    
    
    
    2,410
    
    
    
    
    
    
    
    955Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    199,526
    
    
    
    190,043Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    29,279
    
    
    
    27,728Total
    
    $
    1,446,406
    
    
    $
    980,294
    
    
    $
    857,941
    
    
    $
    720,134
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as operating expenses. Changes in the amount of these reimbursables do
not have a material effect on our financial position, results of operations or cash flows. Operating Revenues. Noble Harvey
Duhaney Noble Mark Burns Noble Tom Jobe Noble Eddie Paul Noble Therald Martin
 Operating Costs and Expenses.
 22




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##### Table of Contents



Domestic Contract Drilling Services
  Operating CostsOperating Revenues
    
    
    and Expenses2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands)Contract drilling services
    
    $
    535,158
    
    
    $
    271,193
    
    
    $
    142,527
    
    
    $
    128,437Reimbursables (1)
    
    
    13,657
    
    
    
    20,141
    
    
    
    12,555
    
    
    
    19,424Other
    
    
    554
    
    
    
    1,554
    
    
    
    
    
    
    
    1,342Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    50,771
    
    
    
    48,116Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    13,148
    
    
    
    10,256Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    (10,704
    )
    
    
    (29,759
    )Total
    
    $
    549,369
    
    
    $
    292,888
    
    
    $
    208,297
    
    
    $
    177,816
 
 (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 Tom Jobe Noble Eddie Paul Noble Therald Martin
 Operating Costs and Expenses .
  23




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##### Table of Contents



Other
  Operating CostsOperating Revenues
    
    
    and Expenses2006
    
    
    2005
    
    
    2006
    
    
    2005(In thousands)Labor contract drilling services
    
    $
    73,548
    
    
    $
    69,203
    
    
    $
    61,910
    
    
    $
    58,698Engineering, consulting and other
    
    
    8,311
    
    
    
    12,632
    
    
    
    16,779
    
    
    
    19,559Reimbursables (1)
    
    
    22,605
    
    
    
    26,561
    
    
    
    21,009
    
    
    
    26,176Other
    
    
    
    
    
    
    559
    
    
    
    
    
    
    
    822Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    3,028
    
    
    
    3,593Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    3,845
    
    
    
    2,294Total
    
    $
    104,464
    
    
    $
    108,955
    
    
    $
    106,571
    
    
    $
    111,142
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as operating expenses. Changes in the amount of these reimbursables do
not have a material effect on our financial position, results of operations or cash flows. Operating Revenues .
  Operating Costs and Expenses .
  Other Items
 Selling, General and Administrative Expenses .
 Interest Expense .
 Other, net. Panon Noble Harvey
Duhaney
 24




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##### Table of Contents



Income Tax Provision .
 2005 Compared to 2004
 General
  25




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##### Table of Contents



Contract Drilling ServicesInternational
    
    
    Domestic
    
    
    Other
    
    
    Total(In thousands)2005Operating Revenues:Contract drilling services
    
    $
    938,254
    
    
    $
    271,193
    
    
    $
    
    
    
    $
    1,209,447Reimbursables
    
    
    39,630
    
    
    
    20,141
    
    
    
    26,561
    
    
    
    86,332Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    69,203
    
    
    
    69,203Engineering, consulting and other
    
    
    2,410
    
    
    
    1,554
    
    
    
    13,191
    
    
    
    17,155$
    980,294
    
    
    $
    292,888
    
    
    $
    108,955
    
    
    $
    1,382,137Operating Costs and Expenses:Contract drilling services
    
    $
    470,770
    
    
    $
    128,437
    
    
    $
    
    
    
    $
    599,207Reimbursables
    
    
    30,638
    
    
    
    19,424
    
    
    
    26,176
    
    
    
    76,238Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    58,698
    
    
    
    58,698Engineering, consulting and other
    
    
    955
    
    
    
    1,342
    
    
    
    20,381
    
    
    
    22,678Depreciation and amortization
    
    
    190,043
    
    
    
    48,116
    
    
    
    3,593
    
    
    
    241,752Selling, general and administrative
    
    
    27,728
    
    
    
    10,256
    
    
    
    2,294
    
    
    
    40,278Hurricane losses and recoveries, net
    
    
    
    
    
    
    (29,759
    )
    
    
    
    
    
    
    (29,759
    )$
    720,134
    
    
    $
    177,816
    
    
    $
    111,142
    
    
    $
    1,009,092Operating Income
    
    $
    260,160
    
    
    $
    115,072
    
    
    $
    (2,187
    )
    
    $
    373,045
 Contract Drilling ServicesInternational
    
    
    Domestic
    
    
    Other
    
    
    Total(In thousands)2004Operating Revenues:Contract drilling services
    
    $
    697,858
    
    
    $
    239,556
    
    
    $
    
    
    
    $
    937,414Reimbursables
    
    
    19,720
    
    
    
    13,777
    
    
    
    16,737
    
    
    
    50,234Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    51,327
    
    
    
    51,327Engineering, consulting and other
    
    
    2,834
    
    
    
    1,694
    
    
    
    22,728
    
    
    
    27,256$
    720,412
    
    
    $
    255,027
    
    
    $
    90,792
    
    
    $
    1,066,231Operating Costs and Expenses:Contract drilling services
    
    $
    400,031
    
    
    $
    121,632
    
    
    $
    
    
    
    $
    521,663Reimbursables
    
    
    15,184
    
    
    
    13,100
    
    
    
    16,326
    
    
    
    44,610Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    42,610
    
    
    
    42,610Engineering, consulting and other
    
    
    (2,250
    )
    
    
    620
    
    
    
    28,969
    
    
    
    27,339Depreciation and amortization
    
    
    156,472
    
    
    
    48,547
    
    
    
    4,104
    
    
    
    209,123Selling, general and administrative
    
    
    22,340
    
    
    
    8,602
    
    
    
    2,772
    
    
    
    33,714$
    591,777
    
    
    $
    192,501
    
    
    $
    94,781
    
    
    $
    879,059Operating Income
    
    $
    128,635
    
    
    $
    62,526
    
    
    $
    (3,989
    )
    
    $
    187,172
 26




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##### Table of Contents



Rig Utilization, Operating Days and Average Dayrates
  Average RigUtilization (1)
    
    
    Operating Days (2)
    
    
    Average Dayrate2005
    
    
    2004
    
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004International (3):Jackups
    
    
    97
    %
    
    
    87
    %
    
    
    13,327
    
    
    
    11,332
    
    
    $
    54,491
    
    
    $
    50,325Semisubmersibles  >6,000(4)
    
    
    100
    %
    
    
    72
    %
    
    
    730
    
    
    
    397
    
    
    
    134,009
    
    
    
    144,018Semisubmersibles  <6,000(5)
    
    
    96
    %
    
    
    100
    %
    
    
    352
    
    
    
    366
    
    
    
    86,654
    
    
    
    49,877Drillships
    
    
    91
    %
    
    
    60
    %
    
    
    992
    
    
    
    659
    
    
    
    84,423
    
    
    
    79,134Total International
    
    
    97
    %
    
    
    85
    %
    
    
    15,401
    
    
    
    12,754
    
    
    $
    60,922
    
    
    $
    54,717Domestic (6):Jackups
    
    
    100
    %
    
    
    97
    %
    
    
    730
    
    
    
    713
    
    
    $
    65,479
    
    
    $
    45,785Semisubmersibles  >6,000(4)
    
    
    93
    %
    
    
    97
    %
    
    
    1,354
    
    
    
    1,612
    
    
    
    101,650
    
    
    
    103,210Semisubmersibles  <6,000(5)
    
    
    95
    %
    
    
    43
    %
    
    
    696
    
    
    
    313
    
    
    
    73,908
    
    
    
    44,144Submersibles
    
    
    81
    %
    
    
    94
    %
    
    
    882
    
    
    
    1,034
    
    
    
    38,917
    
    
    
    25,840Total Domestic
    
    
    91
    %
    
    
    87
    %
    
    
    3,662
    
    
    
    3,672
    
    
    $
    74,056
    
    
    $
    65,239Total Company
    
    
    96
    %
    
    
    85
    %
    
    
    19,063
    
    
    
    16,426
    
    
    $
    63,448
    
    
    $
    57,069
 
 (1)
    
    Information reflects our policy of reporting on the basis of the number of actively marketed
rigs in our fleet. Percentages reflect the results of rigs only during the period in which
they are owned or operated by us.(2)
    
    Information reflects the number of days that our rigs were operating under contractual
terms.(3)
    
    International encompasses contract drilling services conducted in the Middle East, India,
Mexico, the North Sea, Brazil, West Africa and the Mediterranean Sea.(4)
    
    These units have water depth ratings of 6,000 feet or greater depending on the unit. The
average dayrate for domestic semisubmersibles for 2005 was negatively impacted by the
classification of loss of hire insurance coverage related to U.S. Gulf Coast hurricanes in
2005. See Results of Operations  Hurricane Losses and Recoveries above in this
Managements Discussion and Analysis of Financial Condition and Results of Operations.(5)
    
    These units have water depth ratings less than 6,000 feet.(6)
    
    Domestic encompasses contract drilling services conducted in the U.S. Gulf of Mexico. 27




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##### Table of Contents



International Contract Drilling Services
  Operating CostsOperating Revenues
    
    
    and Expenses2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Contract drilling services
    
    $
    938,254
    
    
    $
    697,858
    
    
    $
    470,770
    
    
    $
    400,031Reimbursables (1)
    
    
    39,630
    
    
    
    19,720
    
    
    
    30,638
    
    
    
    15,184Other
    
    
    2,410
    
    
    
    2,834
    
    
    
    955
    
    
    
    (2,250
    )Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    190,043
    
    
    
    156,472Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    27,728
    
    
    
    22,340Total
    
    $
    980,294
    
    
    $
    720,412
    
    
    $
    720,134
    
    
    $
    591,777
 
 (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 Lewis Dugger
 Noble Cees van Diemen Noble David Tinsley Noble
Mark Burns Noble Harvey Duhaney Noble Dick Favor
 Noble Homer Ferrington
  Noble Roger Eason Noble Dave
Beard Noble Therald Martin Noble Paul Wolff
 28




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##### Table of Contents



Noble Lewis Dugger
 Operating Costs and Expenses. Noble Roger Eason Noble
Cees van Diemen Noble David Tinsley Noble Mark Burns Noble Homer Ferrington
 Noble Mark Burns Noble Cees van Diemen Noble David Tinsley Noble Roger Eason Noble Homer Ferrington.
 Other Items
 Domestic Contract Drilling Services
  Operating CostsOperating Revenues
    
    
    and Expenses2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Contract drilling services (1)
    
    $
    271,193
    
    
    $
    239,556
    
    
    $
    128,437
    
    
    $
    121,632Reimbursables (2)
    
    
    20,141
    
    
    
    13,777
    
    
    
    19,424
    
    
    
    13,100Other
    
    
    1,554
    
    
    
    1,694
    
    
    
    1,342
    
    
    
    620Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    48,116
    
    
    
    48,547Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    10,256
    
    
    
    8,602Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    (29,759
    )
    
    
    Total
    
    $
    292,888
    
    
    $
    255,027
    
    
    $
    177,816
    
    
    $
    192,501
 
 (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. See Results of
Operations  Hurricane Losses and Recoveries above in this Managements Discussion and
Analysis of Financial Condition and Results of Operations.(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 Homer Ferrington, Noble Lorris Bouzigard Noble Therald Martin Noble Paul Romano Noble Lester Pettus Noble Joe
Alford
 29




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##### Table of Contents



Operating Costs and Expenses. Noble Lorris Bouzigard Noble Therald Martin Noble Homer Ferrington
 Noble Homer Ferrington
 Other
  Operating CostsOperating Revenues
    
    
    and Expenses2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Labor contract drilling services
    
    $
    69,203
    
    
    $
    51,327
    
    
    $
    58,698
    
    
    $
    42,610Engineering, consulting and other
    
    
    12,632
    
    
    
    13,935
    
    
    
    19,559
    
    
    
    20,034Reimbursables (1)
    
    
    26,561
    
    
    
    16,737
    
    
    
    26,176
    
    
    
    16,326Other
    
    
    559
    
    
    
    8,793
    
    
    
    822
    
    
    
    8,935Depreciation and amortization
    
    
    N/A
    
    
    
    N/A
    
    
    
    3,593
    
    
    
    4,104Selling, general and administrative
    
    
    N/A
    
    
    
    N/A
    
    
    
    2,294
    
    
    
    2,772Total
    
    $
    108,955
    
    
    $
    90,792
    
    
    $
    111,142
    
    
    $
    94,781
 
 (1)
    
    We record reimbursements from customers for out-of-pocket expenses as revenues and the
related direct cost as operating expenses. Changes in the amount of these reimbursables do
not have a material effect on our financial position, results of operations or cash flows. Operating Revenues .
  Operating Costs and Expenses .
  Other Items
 Selling, General and Administrative Expenses .
 Interest Expense . Noble Clyde Boudreaux
 Other, net. Panon Panon Noble Harvey Duhaney
 30




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##### Table of Contents



Income Tax Provision
 
 LIQUIDITY AND CAPITAL RESOURCES
 Overview
      Capital Expenditures
  Noble Clyde Boudreaux Noble Dave Beard Noble Roger Lewis Noble Hans Deul Noble Scott Marks Noble Danny Adkins Noble Bingo 9000 Rig 4
 31




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##### Table of Contents



Investment in Smedvig
      Credit Facilities and Long-Term Debt
  32




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##### Table of Contents



Summary of Contractual Cash Obligations and Commitments
  Payments Due by PeriodTotal
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    ThereafterContractual Cash ObligationsTotal debt (including
current maturities)
    
    $
    694,098
    
    
    $
    9,629
    
    
    $
    10,335
    
    
    $
    172,675
    
    
    $
    
    
    
    $
    
    
    
    $
    501,459Interest payments
    
    
    326,358
    
    
    
    45,987
    
    
    
    45,283
    
    
    
    36,203
    
    
    
    32,752
    
    
    
    32,752
    
    
    
    133,381Operating leases
    
    
    26,542
    
    
    
    7,047
    
    
    
    5,761
    
    
    
    4,453
    
    
    
    3,708
    
    
    
    1,840
    
    
    
    3,733Pension plan fundings (1)
    
    
    28,300
    
    
    
    14,000
    
    
    
    8,700
    
    
    
    200
    
    
    
    300
    
    
    
    700
    
    
    
    4,400Purchase commitments
    
    
    987,624
    
    
    
    751,501
    
    
    
    167,759
    
    
    
    68,364
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    2,062,922
    
    
    $
    828,164
    
    
    $
    237,838
    
    
    $
    281,895
    
    
    $
    36,760
    
    
    $
    35,292
    
    
    $
    642,973
 
 (1)
    
    Pension plan fundings are amounts estimated by third-party actuaries for defined benefit plan
funding in 2007 and estimated future benefit payments from 2008 to 2016 for the unfunded
nonqualified excess benefit plan. Estimates for qualified benefit plan funding beyond 2007
are not available. 33




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##### Table of Contents



Amount of Commitment Expiration Per PeriodTotal
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    ThereafterOther Commercial CommitmentsLetters of credit
    
    $
    80,585
    
    
    $
    57,187
    
    
    $
    20,862
    
    
    $
    2,500
    
    
    $
    
    
    
    $
    36
    
    
    $
    Surety bonds
    
    
    139,463
    
    
    
    35,399
    
    
    
    54,335
    
    
    
    16,429
    
    
    
    16,040
    
    
    
    17,260
    
    
    
    Total commercial commitments
    
    $
    220,048
    
    
    $
    92,586
    
    
    $
    75,197
    
    
    $
    18,929
    
    
    
    $16,040
    
    
    $
    17,296
    
    
    $
    
 
 CRITICAL ACCOUNTING POLICIES
  Property and Equipment
    Impairment of Assets
 Goodwill and Other Intangible Assets
 Insurance Reserves
  34




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##### Table of Contents



Revenue Recognition
  Income Taxes
  Share-Based Compensation
 Share-Based Payment Accounting for Stock Issued to Employees
  35




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  Interest Rate Risk
  Foreign Currency Risk
    Market Risk
  36




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  PageReport of Independent Registered Public Accounting Firm
    
    38Consolidated Balance Sheets at December 31, 2006 and 2005
    
    40Consolidated Statements of Income for each of the three years
in the period ended December 31, 2006
    
    41Consolidated Statements of Cash Flows for each of the three years
in the period ended December 31, 2006
    
    42Consolidated Statements of Shareholders Equity for each of the three years
in the period ended December 31, 2006
    
    43Consolidated Statements of Comprehensive Income for each of the three years
in the period ended December 31, 2006
    
    44Notes to Consolidated Financial Statements
    
    45
 37




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   Consolidated financial statements
   Internal control over financial reporting
 Internal Control  Integrated Framework Internal Control  Integrated Framework
  38




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39




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
  December 31,2006
    
    
    2005ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    61,710
    
    
    $
    121,845Investments in marketable securities
    
    
    
    
    
    
    44,457Accounts receivable
    
    
    408,241
    
    
    
    276,688Insurance receivables
    
    
    54,191
    
    
    
    51,565Inventories
    
    
    4,461
    
    
    
    3,940Prepaid expenses
    
    
    20,491
    
    
    
    10,064Other current assets
    
    
    20,886
    
    
    
    13,896Total current assets
    
    
    569,980
    
    
    
    522,455PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    5,215,477
    
    
    
    4,178,097Other
    
    
    71,870
    
    
    
    66,6985,287,347
    
    
    
    4,244,795Accumulated depreciation
    
    
    (1,428,954
    )
    
    
    (1,245,776
    )3,858,393
    
    
    
    2,999,019INVESTMENTS IN MARKETABLE SECURITIES
    
    
    
    
    
    
    673,639OTHER ASSETS
    
    
    157,541
    
    
    
    151,254$
    4,585,914
    
    
    $
    4,346,367LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    9,629
    
    
    $
    8,972Accounts payable
    
    
    196,111
    
    
    
    93,914Accrued payroll and related costs
    
    
    93,251
    
    
    
    78,558Taxes payable
    
    
    52,793
    
    
    
    45,245Interest payable
    
    
    9,683
    
    
    
    9,640Other current liabilities
    
    
    64,793
    
    
    
    23,006Total current liabilities
    
    
    426,260
    
    
    
    259,335LONG-TERM DEBT
    
    
    684,469
    
    
    
    1,129,325DEFERRED INCOME TAXES
    
    
    219,521
    
    
    
    227,589OTHER LIABILITIES
    
    
    34,019
    
    
    
    6,2901,364,269
    
    
    
    1,622,539COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    (7,348
    )
    
    
    (7,906
    )SHAREHOLDERS EQUITYOrdinary shares-par value $0.10 per share; 400,000 shares authorized;
134,592 shares issued and outstanding in 2006; 137,009 shares issued
and outstanding in 2005
    
    
    13,459
    
    
    
    13,701Capital in excess of par value
    
    
    789,354
    
    
    
    1,024,470Retained earnings
    
    
    2,446,056
    
    
    
    1,736,015Restricted stock (unearned compensation)
    
    
    
    
    
    
    (17,099
    )Accumulated other comprehensive income (loss)
    
    
    (19,876
    )
    
    
    (25,353
    )3,228,993
    
    
    
    2,731,734$
    4,585,914
    
    
    $
    4,346,367
  40




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
  Year Ended December 31,2006
    
    
    2005
    
    
    2004OPERATING REVENUESContract drilling services
    
    $
    1,924,640
    
    
    $
    1,209,447
    
    
    $
    937,414Reimbursables
    
    
    92,354
    
    
    
    86,332
    
    
    
    50,234Labor contract drilling services
    
    
    73,548
    
    
    
    69,203
    
    
    
    51,327Engineering, consulting and other
    
    
    9,697
    
    
    
    17,155
    
    
    
    27,2562,100,239
    
    
    
    1,382,137
    
    
    
    1,066,231OPERATING COSTS AND EXPENSESContract drilling services
    
    
    725,707
    
    
    
    599,207
    
    
    
    521,663Reimbursables
    
    
    79,520
    
    
    
    76,238
    
    
    
    44,610Labor contract drilling services
    
    
    61,910
    
    
    
    58,698
    
    
    
    42,610Engineering, consulting and other
    
    
    16,779
    
    
    
    22,678
    
    
    
    27,339Depreciation and amortization
    
    
    253,325
    
    
    
    241,752
    
    
    
    209,123Selling, general and administrative
    
    
    46,272
    
    
    
    40,278
    
    
    
    33,714Hurricane losses and recoveries, net
    
    
    (10,704
    )
    
    
    (29,759
    )
    
    
    1,172,809
    
    
    
    1,009,092
    
    
    
    879,059OPERATING INCOME
    
    
    927,430
    
    
    
    373,045
    
    
    
    187,172OTHER INCOME (EXPENSE)Interest expense, net of amount capitalized
    
    
    (16,167
    )
    
    
    (19,786
    )
    
    
    (34,389
    )Other, net
    
    
    10,024
    
    
    
    10,833
    
    
    
    9,034INCOME BEFORE INCOME TAXES
    
    
    921,287
    
    
    
    364,092
    
    
    
    161,817INCOME TAX PROVISION
    
    
    (189,421
    )
    
    
    (67,396
    )
    
    
    (15,731
    )NET INCOME
    
    $
    731,866
    
    
    $
    296,696
    
    
    $
    146,086NET INCOME PER SHARE:Basic
    
    $
    5.38
    
    
    $
    2.18
    
    
    $
    1.10Diluted
    
    $
    5.33
    
    
    $
    2.16
    
    
    $
    1.09
  41




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NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2006
    
    
    2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    731,866
    
    
    $
    296,696
    
    
    $
    146,086Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    253,325
    
    
    
    241,752
    
    
    
    209,123Deferred income tax provision
    
    
    4,137
    
    
    
    36,207
    
    
    
    5,022Equity in income of joint venture
    
    
    
    
    
    
    (3,194
    )
    
    
    (3,931
    )Distributions received from joint venture
    
    
    
    
    
    
    2,194
    
    
    
    2,700Share-based compensation expense
    
    
    21,560
    
    
    
    7,377
    
    
    
    5,753Hurricane losses and recoveries, net
    
    
    (6,300
    )
    
    
    (29,759
    )
    
    
    Dissolution of rabbi trust
    
    
    
    
    
    
    
    
    
    
    11,945Other
    
    
    4,923
    
    
    
    3,282
    
    
    
    (3,899
    )Other changes in current assets and liabilities, net of acquired
working capital:Accounts receivable
    
    
    (131,014
    )
    
    
    (68,094
    )
    
    
    (55,788
    )Other current assets
    
    
    (13,688
    )
    
    
    18,968
    
    
    
    1,187Accounts payable
    
    
    53,746
    
    
    
    (2,395
    )
    
    
    (4,164
    )Other current liabilities
    
    
    70,160
    
    
    
    25,976
    
    
    
    18,187Net cash provided by operating activities
    
    
    988,715
    
    
    
    529,010
    
    
    
    332,221CASH FLOWS FROM INVESTING ACTIVITIESNew construction
    
    
    (670,951
    )
    
    
    (212,050
    )
    
    
    (110,548
    )Other capital expenditures
    
    
    (382,093
    )
    
    
    (221,806
    )
    
    
    (150,493
    )Major maintenance expenditures
    
    
    (69,017
    )
    
    
    (79,663
    )
    
    
    (72,948
    )Accrued capital expenditures
    
    
    31,100
    
    
    
    
    
    
    
    Proceeds from sales of property and equipment
    
    
    3,788
    
    
    
    1,129
    
    
    
    2,135Purchase of the remaining 50 percent equity interest in the Panon,
net of cash acquired
    
    
    
    
    
    
    (31,576
    )
    
    
    Repayments from joint venture
    
    
    
    
    
    
    
    
    
    
    2,295Proceeds from Smedvig disposition
    
    
    691,261
    
    
    
    
    
    
    
    Investment in Smedvig
    
    
    
    
    
    
    (691,100
    )
    
    
    Investments in marketable securities
    
    
    
    
    
    
    (24,973
    )
    
    
    (233,216
    )Proceeds from sales and maturities of marketable securities
    
    
    46,002
    
    
    
    112,628
    
    
    
    265,352Net cash used for investing activities
    
    
    (349,910
    )
    
    
    (1,147,411
    )
    
    
    (297,423
    )CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on credit facilities
    
    
    
    
    
    
    700,000
    
    
    
    Payments on bank credit facilities
    
    
    (135,000
    )
    
    
    (65,000
    )
    
    
    (25,000
    )Payments of other long-term debt
    
    
    (608,970
    )
    
    
    (8,517
    )
    
    
    (52,933
    )Net proceeds from employee stock transactions
    
    
    21,186
    
    
    
    76,037
    
    
    
    79,072Proceeds from issuance of senior notes, net of debt issuance costs
    
    
    295,801
    
    
    
    
    
    
    
    Dividends paid
    
    
    (21,825
    )
    
    
    (13,655
    )
    
    
    Repurchases of ordinary shares
    
    
    (250,132
    )
    
    
    (7,409
    )
    
    
    (39,714
    )Net cash provided by (used for) financing activities
    
    
    (698,940
    )
    
    
    681,456
    
    
    
    (38,575
    )NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
    
    
    (60,135
    )
    
    
    63,055
    
    
    
    (3,777
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    121,845
    
    
    
    58,790
    
    
    
    62,567CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    61,710
    
    
    $
    121,845
    
    
    $
    58,790
  42




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
  Restricted
    
    
    AccumulatedCapital in
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Other
    
    
    TotalOrdinary
    
    
    Excess of
    
    
    Retained
    
    
    Treasury Shares
    
    
    (Unearned
    
    
    Compensation
    
    
    ShareholdersShares
    
    
    Par Value
    
    
    Par Value
    
    
    Earnings
    
    
    Shares
    
    
    Amount
    
    
    Compensation)
    
    
    Income (Loss)
    
    
    EquityBalance at January 1, 2004
    
    
    133,894
    
    
    $
    13,389
    
    
    $
    915,240
    
    
    $
    1,306,888
    
    
    
    (1,700
    )
    
    $
    (49,121
    )
    
    
    (7,981
    )
    
    
    10
    
    
    $
    2,178,425Share-based compensationIssuance of restricted shares
    
    
    238
    
    
    
    24
    
    
    
    8,919
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,943
    )
    
    
    
    
    
    
    Compensation expense recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,753
    
    
    
    
    
    
    
    5,753Contribution to employee
benefit plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72
    
    
    
    2,037
    
    
    
    
    
    
    
    
    
    
    
    2,037Exercise of stock options
    
    
    3,048
    
    
    
    305
    
    
    
    78,767
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,072Tax benefit of stock options
exercised
    
    
    
    
    
    
    
    
    
    
    11,840
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,840Restricted shares surrendered for
withholding taxes or forfeited
    
    
    (61
    )
    
    
    (6
    )
    
    
    (1,677
    )
    
    
    
    
    
    
    3
    
    
    
    90
    
    
    
    
    
    
    
    
    
    
    
    (1,593
    )Repurchases of ordinary shares
    
    
    (1,087
    )
    
    
    (109
    )
    
    
    (39,605
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39,714
    )Treasury shares cancelled upon
restructuring
    
    
    (1,625
    )
    
    
    (162
    )
    
    
    (46,832
    )
    
    
    
    
    
    
    1,625
    
    
    
    46,994
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    146,086
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    146,086Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,528
    
    
    
    2,528Balance at December 31, 2004
    
    
    134,407
    
    
    $
    13,441
    
    
    $
    926,652
    
    
    $
    1,452,974
    
    
    
    
    
    
    $
    
    
    
    
    (11,171
    )
    
    
    2,538
    
    
    $
    2,384,434Share-based compensationIssuance of restricted shares
    
    
    285
    
    
    
    29
    
    
    
    13,380
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,409
    )
    
    
    
    
    
    
    Compensation expense recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,481
    
    
    
    
    
    
    
    7,481Contribution to employee
benefit plans
    
    
    62
    
    
    
    6
    
    
    
    3,611
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,617Exercise of stock options
    
    
    2,412
    
    
    
    241
    
    
    
    76,342
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,583Tax benefit of stock options
exercised
    
    
    
    
    
    
    
    
    
    
    14,432
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,432Restricted shares surrendered for
withholding taxes or forfeited
    
    
    (57
    )
    
    
    (6
    )
    
    
    (2,548
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,554
    )Repurchases of ordinary shares
    
    
    (100
    )
    
    
    (10
    )
    
    
    (7,399
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,409
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    296,696
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    296,696Dividends paid ($0.10 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,655
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,655
    )Other comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,891
    )
    
    
    (27,891
    )Balance at December 31, 2005
    
    
    137,009
    
    
    $
    13,701
    
    
    $
    1,024,470
    
    
    $
    1,736,015
    
    
    
    
    
    
    $
    
    
    
    
    (17,099
    )
    
    
    (25,353
    )
    
    $
    2,731,734Share-based compensationAdoption of SFAS No. 123R
    
    
    
    
    
    
    
    
    
    
    (17,099
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,099
    
    
    
    
    
    
    
    Share-based compensation
    
    
    661
    
    
    
    66
    
    
    
    22,235
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,301Contribution to employee
benefit plans
    
    
    76
    
    
    
    8
    
    
    
    5,684
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,692Exercise of stock options
    
    
    753
    
    
    
    75
    
    
    
    23,398
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,473Restricted shares surrendered for
withholding taxes or forfeited
    
    
    (101
    )
    
    
    (10
    )
    
    
    (2,277
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,287
    )Repurchases of ordinary shares
    
    
    (3,806
    )
    
    
    (381
    )
    
    
    (267,057
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (267,438
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    731,866
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    731,866Dividends Paid ($0.16 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,825
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,825
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,717
    
    
    
    29,717Adoption of SFAS No. 158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,240
    )
    
    
    (24,240
    )Balance at December 31, 2006
    
    
    134,592
    
    
    $
    13,459
    
    
    $
    789,354
    
    
    $
    2,446,056
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    (19,876
    )
    
    $
    3,228,993
  43




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
  Year Ended December 31,2006
    
    
    2005
    
    
    2004NET INCOME
    
    $
    731,866
    
    
    $
    296,696
    
    
    $
    146,086OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:Foreign currency translation adjustments
    
    
    2,591
    
    
    
    (4,148
    )
    
    
    3,079Unrealized holding gain (loss) on securities
    
    
    20,003
    
    
    
    (18,491
    )
    
    
    (490
    )Unrealized gain (loss) on foreign currency forward contracts
    
    
    4,614
    
    
    
    (1,397
    )
    
    
    Unrealized gain (loss) on interest rate swaps
    
    
    2,509
    
    
    
    (2,509
    )
    
    
    Minimum pension liability adjustment (net of tax
provision of $725 and $33, in 2005 and 2004, respectively)
    
    
    
    
    
    
    (1,346
    )
    
    
    (61
    )Other comprehensive income (loss)
    
    
    29,717
    
    
    
    (27,891
    )
    
    
    2,528COMPREHENSIVE INCOME
    
    $
    761,583
    
    
    $
    268,805
    
    
    $
    148,614
  44




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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
 Noble Bingo 9000 Rig 4
 Corporation Restructuring
  Principles of Consolidation
  Foreign Currency Translation
 Foreign Currency Translation
 Cash and Cash Equivalents
  45




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Statement of Cash Flows
 Investments in Marketable Securities
 Accounting for Certain Investments in Debt and Equity Securities
 Inventories
  Property and Equipment
      46




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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
   Insurance Reserves
   Revenue Recognition
   47




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Income Taxes
   Net Income per Share
  Share-Based Compensation Plans
 Share-Based Payment Accounting for Stock Issued to Employees
 Certain Significant Estimates
  48




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes
 Fair Value Measurements
 NOTE 2  NET INCOME PER SHARE
  Year Ended December 31,2006
    
    
    2005
    
    
    2004Weighted-average shares  basic
    
    
    135,917
    
    
    
    136,253
    
    
    
    132,897Effect of potentially dilutive shares:Stock options
    
    
    1,333
    
    
    
    1,308
    
    
    
    1,218Non-vested time-vested restricted stock
    
    
    64
    
    
    
    
    
    
    
    Non-vested performance-vested restricted stock
    
    
    64
    
    
    
    
    
    
    
    Weighted-average shares  diluted
    
    
    137,378
    
    
    
    137,561
    
    
    
    134,115Net income  basic and diluted
    
    $
    731,866
    
    
    $
    296,696
    
    
    $
    146,086Net income per share:Basic
    
    $
    5.38
    
    
    $
    2.18
    
    
    $
    1.10Diluted
    
    $
    5.33
    
    
    $
    2.16
    
    
    $
    1.09
  49




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 3  ACQUISITIONS
 Panon, Panon Noble Harvey Duhaney
 Noble David Tinsley Maersk
Valiant
 Noble Cees van Diemen Maersk
Viking
 Noble Mark Burns Okhi
 NOTE 4  MARKETABLE SECURITIES
 Current Marketable Securities
  December 31, 2005Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueU.S. Government Obligations
    
    $
    8,759
    
    
    $
    
    
    
    $
    (89
    )
    
    $
    8,670Corporate debt securities
    
    
    11,978
    
    
    
    
    
    
    
    (128
    )
    
    
    11,850Asset-backed securities
    
    
    24,351
    
    
    
    
    
    
    
    (414
    )
    
    
    23,937Total
    
    $
    45,088
    
    
    $
    
    
    
    $
    (631
    )
    
    $
    44,457
  Non-Current Marketable Securities
   50




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Accounting for
Certain Investments in Debt and Equity Securities,
 Accounting for Derivative Instruments and Hedging
Activities
 NOTE 5  INVESTMENT IN JOINT VENTURE
 Panon
 51




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2005
    
    2004Equity in earnings of joint venture (1)
    
    $
    3,194
    
    
    $
    3,931Investment in joint venture
    
    
    
    
    
    
    18,804
 
 (1)
    
    Balance included in Other, net in the Consolidated Statements of Income. Amounts exclude
management fees and interest income related to joint ventures of $0.9 million and $1.3 million
in 2005 and 2004, respectively. NOTE 6  DEBT
  December 31,2006
    
    
    2005Bank Credit Agreement
    
    $
    
    
    
    $
    135,0006.95% Senior Notes due 2009
    
    
    149,977
    
    
    
    149,9657.50% Senior Notes due 2019
    
    
    201,695
    
    
    
    201,6955.875% Senior Notes due 2013
    
    
    299,764
    
    
    
    GS Credit Agreement
    
    
    
    
    
    
    600,000Project
Financing  Thompson Notes
    
    
    42,662
    
    
    
    51,637Total Debt
    
    
    694,098
    
    
    
    1,138,297Current Maturities
    
    
    (9,629
    )
    
    
    (8,972
    )Long-term Debt
    
    $
    684,469
    
    
    $
    1,129,325
    52




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Noble Jim Thompson Noble Jim Thompson,
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    Thereafter
    
    
    Total6.95% Senior Notes
due 2009
    
    $
    
    
    
    $
    
    
    
    $
    149,977
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    149,9777.50% Senior Notes
due 2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    201,695
    
    
    
    201,6955.875% Senior Notes
due 2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    299,764
    
    
    
    299,764Thompson Notes
    
    
    9,629
    
    
    
    10,335
    
    
    
    22,698
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,662Total
    
    $
    9,629
    
    
    $
    10,335
    
    
    $
    172,675
    
    
    $
    
    
    
    $
    
    
    
    $
    501,459
    
    
    $
    694,098
 NOTE 7  SHAREHOLDERS EQUITY
 Share Repurchases
    53




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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
   Year Ended December 31,2005
    
    
    2004Net income
 as reported
    
    $
    296,696
    
    
    $
    146,086Compensation expense, net of tax, as reported
    
    
    4,795
    
    
    
    3,739Compensation expense, net of tax, pro forma
    
    
    (11,126
    )
    
    
    (12,887
    )Net income
 pro forma
    
    $
    290,365
    
    
    $
    136,938Net income per share:Basic  as reported
    
    $
    2.18
    
    
    $
    1.10Basic  pro forma
    
    $
    2.13
    
    
    $
    1.03Diluted  as reported
    
    $
    2.16
    
    
    $
    1.09Diluted  pro forma
    
    $
    2.11
    
    
    $
    1.02
 54




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Stock Options
    2006
    
    2005
    
    2004Number 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
    
    
    3,992,008
    
    
    $
    36.14
    
    
    
    5,816,359
    
    
    $
    31.99
    
    
    
    8,630,114
    
    
    $
    29.86Granted
    
    
    228,218
    
    
    
    72.63
    
    
    
    725,450
    
    
    
    53.18
    
    
    
    334,485
    
    
    
    37.61Exercised (1)
    
    
    (752,590
    )
    
    
    31.19
    
    
    
    (2,412,624
    )
    
    
    31.74
    
    
    
    (3,056,216
    )
    
    
    25.87Forfeited
    
    
    (53,948
    )
    
    
    52.18
    
    
    
    (137,177
    )
    
    
    43.99
    
    
    
    (92,024
    )
    
    
    33.69Outstanding at end of year (2)
    
    
    3,413,688
    
    
    
    39.41
    
    
    
    3,992,008
    
    
    
    36.14
    
    
    
    5,816,359
    
    
    
    31.99Exercisable at end of year (2)
    
    
    2,956,648
    
    
    $
    36.38
    
    
    
    3,175,786
    
    
    $
    32.52
    
    
    
    5,005,471
    
    
    $
    31.83Available for grant, at end of year
    
    
    3,145,481
    
    
    
    
    
    
    
    3,397,699
    
    
    
    
    
    
    
    4,199,303
 
 (1)
    
    The intrinsic value of options exercised during the year ended December 31, 2006 was $33.1
million.(2)
    
    The aggregate intrinsic value of options outstanding and exercisable at December 31, 2006 was
$125.6 million and $117.7 million, respectively.  Options Outstanding
    
    Options ExercisableWeightedAverage
    
    Weighted
    
    
    
    
    
    WeightedRange of Exercise
    
    Number
    
    Remaining
    
    Average
    
    Number
    
    AveragePrices
    
    Outstanding
    
    Life (Years)
    
    Exercise Price
    
    Exercisable
    
    Exercise Price$14.01  to 28.31
    
    
    515,633
    
    
    
    1.9
    
    
    $
    22.71
    
    
    
    515,633
    
    
    $
    22.7128.32 to 48.81
    
    
    2,085,792
    
    
    
    5.2
    
    
    
    36.15
    
    
    
    2,064,580
    
    
    
    36.1448.82 to 69.25
    
    
    636,661
    
    
    
    8.7
    
    
    
    53.72
    
    
    
    324,622
    
    
    
    53.0869.26 to 82.50
    
    
    175,602
    
    
    
    9.6
    
    
    
    75.33
    
    
    
    51,813
    
    
    
    77.38$14.01 to $82.50
    
    
    3,413,688
    
    
    
    5.6
    
    
    $
    39.41
    
    
    
    2,956,648
    
    
    $
    36.38
 55




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  December 31,2006
    
    2005
    
    2004Weighted average fair value per option granted
    
    $
    23.67
    
    
    $
    21.37
    
    
    $
    15.80Valuation assumptions:Expected option term (years)
    
    
    5
    
    
    
    5
    
    
    
    5Expected volatility
    
    
    34.0
    %
    
    
    41.29
    %
    
    
    42.27
    %Expected dividend yield
    
    
    0.20
    %
    
    
    0.18
    %
    
    
    0
    %Risk-free interest rate
    
    
    4.60
    %
    
    
    3.78
    %
    
    
    3.52
    %
   Shares
    
    
    Weighted-AverageUnder Outstanding
    
    
    Grant-DateOptions
    
    
    Fair ValueNon-vested options at January 1, 2006
    
    
    600,092
    
    
    $
    18.39Granted
    
    
    228,218
    
    
    
    23.67Vested (1)
    
    
    (349,672
    )
    
    
    19.45Forfeited
    
    
    (21,598
    )
    
    
    21.54Non-vested options at December 31, 2006
    
    
    457,040
    
    
    $
    20.29
 
 (1)
    
    The total grant-date fair value of stock options vested during the year ended December 31,
2006 was $6.8 million.   Restricted Stock
  56




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    2006
    
    2005
    
    2004Time-vested restricted shares:Shares awarded
    
    
    561,783
    
    
    
    105,000
    
    
    
    95,237Weighted-average share price at award date
    
    $
    74.60
    
    
    $
    53.67
    
    
    $
    37.56Weighted-average vesting period (years)
    
    
    3.3
    
    
    
    3.0
    
    
    
    3.0Performance-vested restricted shares:Shares awarded (maximum available)
    
    
    96,776
    
    
    
    161,775
    
    
    
    142,852Weighted-average share price at award date
    
    $
    75.85
    
    
    $
    53.72
    
    
    $
    37.56Three-year performance period ended December 31
    
    
    2008
    
    
    
    2007
    
    
    
    2006Weighted-average award-date fair value
    
    $
    27.68
    
    
    $
    17.84
    
    
    $
    11.61
  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, 2006
    
    
    158,297
    
    
    $
    44.32
    
    
    
    304,627
    
    
    $
    14.92Awarded
    
    
    561,783
    
    
    
    74.60
    
    
    
    96,776
    
    
    
    27.68Vested
    
    
    (225,029
    )
    
    
    66.34
    
    
    
    
    
    
    
    Forfeited
    
    
    (49,722
    )
    
    
    56.44
    
    
    
    (53,998
    )
    
    
    15.97Non-vested restricted shares at
December 31, 2006
    
    
    445,329
    
    
    $
    72.08
    
    
    
    347,405
    
    
    $
    18.31
 
 (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.   57




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     2006
    
    2005
    
    2004Valuation assumptions:Expected volatility
    
    
    29.9
    %
    
    
    35.4
    %
    
    
    44.3
    %Expected dividend yield
    
    
    0.2
    %
    
    
    0.2
    %
    
    
    0.0
    %Risk-free interest rate
    
    
    4.8
    %
    
    
    3.3
    %
    
    
    2.5
    %
  NOTE 8  COMPREHENSIVE INCOME
 Reporting
Comprehensive Income
  December 31,2006
    
    
    2005
    
    
    2004Foreign currency translation adjustments
    
    $
    2,962
    
    
    $
    371
    
    
    $
    4,519Unrealized gain (loss) on securities
    
    
    
    
    
    
    (20,003
    )
    
    
    (1,512
    )Unrealized gain (loss) on foreign currency forward contracts
    
    
    3,217
    
    
    
    (1,397
    )
    
    
    Unrealized gain (loss) on interest rate swaps
    
    
    
    
    
    
    (2,509
    )
    
    
    Deferred pension plan amounts
    
    
    (26,055
    )
    
    
    (1,815
    )
    
    
    (469
    )Accumulated other comprehensive income (loss)
    
    $
    (19,876
    )
    
    $
    (25,353
    )
    
    $
    2,538
 58




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 9  INCOME TAXES
   December 31,2006
    
    
    2005Deferred tax assets:United States:Net operating loss carryforwards
    
    $
    11,736
    
    
    $
    11,048Tax credit carryforwards
    
    
    2,565
    
    
    
    23,755Deferred pension plan amounts
    
    
    9,674
    
    
    
    977International:Excess of net tax basis over remaining book basis
    
    
    487
    
    
    
    195Deferred pension plan amounts
    
    
    3,227
    
    
    
    Deferred tax assets
    
    
    27,689
    
    
    
    35,975Less: Valuation allowance
    
    
    (11,736
    )
    
    
    (11,048
    )Net deferred tax assets
    
    $
    15,953
    
    
    $
    24,927Deferred tax liabilities:United States:Excess of net book basis over remaining tax basis
    
    $
    (235,474
    )
    
    $
    (252,516
    )Deferred tax liabilities
    
    $
    (235,474
    )
    
    $
    (252,516
    )Net deferred tax liabilities
    
    $
    (219,521
    )
    
    $
    (227,589
    )
  Year Ended December 31,2006
    
    
    2005
    
    
    2004United States
    
    $
    455,960
    
    
    $
    128,060
    
    
    $
    (12,310
    )International
    
    
    465,327
    
    
    
    236,032
    
    
    
    174,127Total
    
    $
    921,287
    
    
    $
    364,092
    
    
    $
    161,817
  Year Ended December 31,2006
    
    
    2005
    
    
    2004Current  United States
    
    $
    136,493
    
    
    $
    2,743
    
    
    $
    (8,403
    )Current  International
    
    
    48,791
    
    
    
    28,446
    
    
    
    19,112Deferred  United States
    
    
    3,144
    
    
    
    36,786
    
    
    
    11,546Deferred  International
    
    
    993
    
    
    
    (579
    )
    
    
    (6,524
    )Total
    
    $
    189,421
    
    
    $
    67,396
    
    
    $
    15,731
 59




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Year Ended December 31,2006
    
    
    2005
    
    
    2004Statutory rate
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Effect of:U.S. tax rate which is different than the Cayman Islands rate
    
    
    15.2
    
    
    
    10.8
    
    
    
    9.8Internal restructuring of non-U.S. assets
    
    
    
    
    
    
    1.7
    
    
    
    International tax rates which are different
than the Cayman Islands rate
    
    
    4.5
    
    
    
    7.1
    
    
    
    10.9Reserve for (resolution of) tax authority audits
    
    
    
    
    
    
    0.7
    
    
    
    (6.7
    )Change in tax status of international subsidiaries
    
    
    
    
    
    
    
    
    
    
    (2.7
    )Release of valuation allowance
    
    
    
    
    
    
    (1.5
    )
    
    
    U.S. and international return to provision adjustments
    
    
    0.9
    
    
    
    (0.2
    )
    
    
    (1.8
    )Other
    
    
    
    
    
    
    (0.1
    )
    
    
    0.2Total
    
    
    20.6
    %
    
    
    18.5
    %
    
    
    9.7
    %
     NOTE 10  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)
 60




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Defined Benefit Plans
    Year Ended December 31,2006
    
    
    2005International
    
    
    Domestic
    
    
    International
    
    
    DomesticBenefit obligation at beginning of year
    
    $
    65,793
    
    
    $
    90,962
    
    
    $
    50,256
    
    
    $
    77,207Service cost
    
    
    3,103
    
    
    
    5,427
    
    
    
    2,455
    
    
    
    4,637Interest cost
    
    
    3,268
    
    
    
    4,947
    
    
    
    2,670
    
    
    
    4,318Actuarial loss (gain)
    
    
    (542
    )
    
    
    5,218
    
    
    
    14,122
    
    
    
    6,887Plan amendment
    
    
    
    
    
    
    929
    
    
    
    
    
    
    
    Benefits paid
    
    
    (1,288
    )
    
    
    (2,666
    )
    
    
    (1,410
    )
    
    
    (2,087
    )Plan participants contributions
    
    
    212
    
    
    
    
    
    
    
    205
    
    
    
    Foreign exchange rate changes
    
    
    6,137
    
    
    
    
    
    
    
    (2,506
    )
    
    
    Other
    
    
    (121
    )
    
    
    
    
    
    
    1
    
    
    
    Benefit obligation at end of year
    
    $
    76,562
    
    
    $
    104,817
    
    
    $
    65,793
    
    
    $
    90,962
  61




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Year Ended December 31,2006
    
    
    2005International
    
    
    Domestic
    
    
    International
    
    
    DomesticFair value of plan assets at beginning of year
    
    $
    62,480
    
    
    $
    72,112
    
    
    $
    52,561
    
    
    $
    57,074Actual return on plan assets
    
    
    4,589
    
    
    
    6,582
    
    
    
    9,025
    
    
    
    5,158Employer contributions
    
    
    9,574
    
    
    
    10,354
    
    
    
    6,965
    
    
    
    11,967Benefits and expenses paid
    
    
    (1,288
    )
    
    
    (2,666
    )
    
    
    (1,410
    )
    
    
    (2,087
    )Plan participants contributions
    
    
    212
    
    
    
    
    
    
    
    205
    
    
    
    Foreign exchange rate changes
    
    
    6,569
    
    
    
    
    
    
    
    (4,866
    )
    
    
    Other
    
    
    (121
    )
    
    
    
    
    
    
    
    
    
    
    Fair value of plan assets at end of year
    
    $
    82,015
    
    
    $
    86,382
    
    
    $
    62,480
    
    
    $
    72,112
  December 31,2006
    
    
    2005International
    
    
    Domestic
    
    
    International
    
    
    DomesticFunded status
    
    $
    5,453
    
    
    $
    (18,435
    )
    
    $
    (3,313
    )
    
    $
    (18,850
    )Unrecognized net actuarial loss
    
    
    
    
    
    
    
    
    
    
    10,519
    
    
    
    23,117Unrecognized prior service cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,434Unrecognized transition obligation
    
    
    
    
    
    
    
    
    
    
    1,107
    
    
    
    Net amount recognized
    
    
    
    
    
    
    
    
    
    $
    8,313
    
    
    $
    5,701
  December 31,2006
    
    
    2005International
    
    
    Domestic
    
    
    International
    
    
    DomesticOther assets (noncurrent)
    
    $
    8,759
    
    
    $
    2,686
    
    
    $
    8,313
    
    
    $
    8,493Other liabilities (current)
    
    
    
    
    
    
    (2,099
    )
    
    
    
    
    
    
    Other liabilities (noncurrent)
    
    
    (3,306
    )
    
    
    (19,022
    )
    
    
    
    
    
    
    (2,792
    )Net amount recognized
    
    $
    5,453
    
    
    $
    (18,435
    )
    
    $
    8,313
    
    
    $
    5,701
  December 31,2006
    
    
    2005International
    
    
    Domestic
    
    
    International
    
    
    DomesticNet actuarial loss
    
    $
    9,805
    
    
    $
    27,102Prior service cost
    
    
    
    
    
    
    1,098Transition obligation
    
    
    951
    
    
    
    Deferred income tax asset
    
    
    (3,227
    )
    
    
    (9,674
    )
    
    $
    
    
    
    $
    (977
    )Minimum pension liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,792Accumulated other comprehensive income (loss)
    
    $
    7,529
    
    
    $
    18,526
    
    
    $
    
    
    
    $
    1,815
 62




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Year Ended December 31,2006
    
    
    2005
    
    
    2004International
    
    
    Domestic
    
    
    International
    
    
    Domestic
    
    
    International
    
    
    DomesticService cost
    
    $
    3,103
    
    
    $
    5,427
    
    
    $
    2,455
    
    
    $
    4,637
    
    
    $
    2,411
    
    
    $
    4,455Interest cost
    
    
    3,268
    
    
    
    4,947
    
    
    
    2,670
    
    
    
    4,318
    
    
    
    2,418
    
    
    
    4,097Return on plan assets
    
    
    (3,598
    )
    
    
    (5,796
    )
    
    
    (3,094
    )
    
    
    (4,718
    )
    
    
    (3,023
    )
    
    
    (4,273
    )Amortization of prior service
cost
    
    
    
    
    
    
    336
    
    
    
    
    
    
    
    262
    
    
    
    
    
    
    
    260Amortization of transition
obligation
    
    
    156
    
    
    
    
    
    
    
    159
    
    
    
    
    
    
    
    168
    
    
    
    Recognized net actuarial
loss (gain)
    
    
    257
    
    
    
    1,376
    
    
    
    13
    
    
    
    831
    
    
    
    (58
    )
    
    
    900Net pension expense
    
    $
    3,186
    
    
    $
    6,290
    
    
    $
    2,203
    
    
    $
    5,330
    
    
    $
    1,916
    
    
    $
    5,439
  Defined Benefit Plans  Disaggregated Plan Information
  December 31,2006
    
    2005International
    
    Domestic
    
    International
    
    DomesticProjected benefit obligation
    
    $
    76,562
    
    
    $
    104,817
    
    
    $
    65,793
    
    
    $
    90,962Accumulated benefit obligation
    
    
    71,659
    
    
    
    76,574
    
    
    
    61,460
    
    
    
    72,064Fair value of plan assets
    
    
    82,015
    
    
    
    86,382
    
    
    
    62,480
    
    
    
    72,112
  December 31,2006
    
    2005International
    
    Domestic
    
    International
    
    DomesticProjected benefit obligation
    
    $
    25,262
    
    
    $
    92,198
    
    
    $
    23,674
    
    
    $
    78,339Fair value of plan assets
    
    
    21,956
    
    
    
    71,077
    
    
    
    18,786
    
    
    
    57,605
  63




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  December 31,2006
    
    2005International
    
    Domestic
    
    International
    
    DomesticAccumulated benefit obligation
    
    $
    3,321
    
    
    $
    11,142
    
    
    $
    20,480
    
    
    $
    9,675Fair value of plan assets
    
    
    3,175
    
    
    
    
    
    
    
    18,786
    
    
    
    
  Defined Benefit Plans  Key Assumptions
  December 31,2006
    
    2005International
    
    Domestic
    
    International
    
    DomesticWeighted-average assumptions used to determine
benefit obligations:Discount rate
    
    
    4.50%-5.10
    %
    
    
    5.75%-6.00
    %
    
    
    4.25%-5.10
    %
    
    
    5.50
    %Rate of compensation increase
    
    
    3.60%-3.88
    %
    
    
    5.00
    %
    
    
    3.60%-3.88
    %
    
    
    5.00
    %
 December 31,2006
    
    2005
    
    2004International
    
    Domestic
    
    International
    
    Domestic
    
    International
    
    DomesticWeighted-average assumptions used to
determine net periodic benefit cost:Discount rate
    
    
    4.50%-5.10
    %
    
    
    5.50
    %
    
    
    4.75%-5.70
    %
    
    
    5.75
    %
    
    
    5.25%-5.50
    %
    
    
    6.00
    %Expected long-term
return on plan assets
    
    
    3.75%-6.25
    %
    
    
    7.75
    %
    
    
    4.00%-6.25
    %
    
    
    7.75
    %
    
    
    5.25%-6.25
    %
    
    
    8.00
    %Rate of compensation
increase
    
    
    3.88%-3.90
    %
    
    
    5.00
    %
    
    
    3.60%-3.88
    %
    
    
    5.00
    %
    
    
    3.50%-3.88
    %
    
    
    5.00
    %
   64




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Defined Benefit Plans  Plan Assets
   December 31,2006
    
    
    2005TargetAllocation
    
    
    Actual
    
    
    
    
    
    
    Actualor Range
    
    
    Allocation
    
    
    Assets
    
    
    Allocation
    
    
    AssetsAsset category:Equity securities
    
    
    65
    %
    
    
    66
    %
    
    $
    56,999
    
    
    
    68
    %
    
    $
    48,877Debt securities
    
    
    32
    %
    
    
    31
    %
    
    
    26,647
    
    
    
    29
    %
    
    
    21,058Cash
    
    
    3
    %
    
    
    3
    %
    
    
    2,736
    
    
    
    3
    %
    
    
    2,177Total plan assets
    
    
    100
    %
    
    
    100
    %
    
    $
    86,382
    
    
    
    100
    %
    
    $
    72,112
     65




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     December 31,2006
    
    
    2005Actual
    
    
    
    
    
    
    ActualAllocation
    
    
    Assets
    
    
    Allocation
    
    
    AssetsAsset category:Equity securities
    
    
    49
    %
    
    $
    40,555
    
    
    
    58
    %
    
    $
    36,222Debt securities
    
    
    43
    %
    
    
    35,013
    
    
    
    33
    %
    
    
    20,918Cash
    
    
    8
    %
    
    
    6,368
    
    
    
    9
    %
    
    
    5,340Other
    
    
    
    %
    
    
    79
    
    
    
    
    %
    
    
    Total plan assets
    
    
    100
    %
    
    $
    82,015
    
    
    
    100
    %
    
    $
    62,480
   Defined Benefit Plans  Cash Flows
   66




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Other Benefit Plans
    NOTE 11  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
   67




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      2006
    
    
    2005Net unrealized (loss) gain at beginning of period
    
    $
    (3,906
    )
    
    $
    Activity during period:Settlement of forward contracts outstanding at beginning
of period
    
    
    1,397
    
    
    
    Net unrealized gain (loss) on outstanding forward
contracts
    
    
    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
    
    $
    3,217
    
    
    $
    (3,906
    )
 NOTE 12  FINANCIAL INSTRUMENTS AND CREDIT RISK
 Concentration of Credit Risk
   68




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Fair Value of Financial Instruments
  December 31,2006
    
    2005Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    ValueMarketable
Securities Current
    
    $
    
    
    
    $
    
    
    
    $
    44,457
    
    
    $
    44,457Non-current
    
    
    
    
    
    
    
    
    
    
    673,639
    
    
    
    673,639Long-term
debt 6.95% Senior Notes due 2009
    
    
    149,977
    
    
    
    151,875
    
    
    
    149,965
    
    
    
    157,9867.50% Senior Notes due 2019
    
    
    201,695
    
    
    
    222,782
    
    
    
    201,695
    
    
    
    240,7475.875% Senior Notes due 2013
    
    
    299,764
    
    
    
    296,661
    
    
    
    
    
    
    
    Bank Credit Agreement
    
    
    
    
    
    
    
    
    
    
    135,000
    
    
    
    135,000GS Credit Agreement
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    600,000Project
financing  Thompson Notes
    
    
    42,662
    
    
    
    42,662
    
    
    
    51,637
    
    
    
    51,637Derivative
Instruments Foreign currency forward contracts
    
    
    3,217
    
    
    
    3,217
    
    
    
    (1,397
    )
    
    
    (1,397
    )Interest rate swaps
    
    
    
    
    
    
    
    
    
    
    (2,509
    )
    
    
    (2,509
    )
  NOTE 13  COMMITMENTS AND CONTINGENCIES
  69




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        70




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NOBLE
CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       NOTE 14  HURRICANE LOSSES AND RECOVERIES
  Noble Jim Thompson Noble Max
Smith Noble Paul Romano Noble Amos Runner
 71




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 15  INTERESTS IN DEEPWATER OIL AND GAS PROPERTIES
 Noble Homer Ferrington
 NOTE 16  SEGMENT AND RELATED INFORMATION
 Disclosure about Segments of an Enterprise and Related Information
   72




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Contract Drilling ServicesInternational
    
    
    Domestic
    
    
    Other
    
    
    Total(In thousands)2006Revenues from external customers
    
    $
    1,446,406
    
    
    $
    549,369
    
    
    $
    104,464
    
    
    $
    2,100,239Depreciation and amortization
    
    
    199,526
    
    
    
    50,771
    
    
    
    3,028
    
    
    
    253,325Segment operating income
    
    
    588,465
    
    
    
    341,072
    
    
    
    (2,107
    )
    
    
    927,430Interest expense, net of amount capitalized
    
    
    10,005
    
    
    
    6,503
    
    
    
    (341
    )
    
    
    16,167Income tax provision (benefit)
    
    
    74,172
    
    
    
    113,467
    
    
    
    1,782
    
    
    
    189,421Segment profit (loss)
    
    
    500,224
    
    
    
    225,693
    
    
    
    5,949
    
    
    
    731,866Total assets (at end of period)
    
    
    2,845,398
    
    
    
    1,301,007
    
    
    
    439,509
    
    
    
    4,585,914Capital expenditures
    
    
    612,859
    
    
    
    423,221
    
    
    
    85,981
    
    
    
    1,122,0612005Revenues from external customers
    
    $
    980,294
    
    
    $
    292,888
    
    
    $
    108,955
    
    
    $
    1,382,137Depreciation and amortization
    
    
    190,043
    
    
    
    48,116
    
    
    
    3,593
    
    
    
    241,752Segment operating income
    
    
    260,160
    
    
    
    115,072
    
    
    
    (2,187
    )
    
    
    373,045Interest expense, net of amount capitalized
    
    
    10,811
    
    
    
    6,533
    
    
    
    2,442
    
    
    
    19,786Equity in income of joint venture
    
    
    3,194
    
    
    
    
    
    
    
    
    
    
    
    3,194Income tax provision (benefit)
    
    
    38,105
    
    
    
    27,239
    
    
    
    2,052
    
    
    
    67,396Segment profit (loss)
    
    
    215,589
    
    
    
    81,717
    
    
    
    (610
    )
    
    
    296,696Total assets (at end of period)
    
    
    2,300,768
    
    
    
    1,151,158
    
    
    
    894,441
    
    
    
    4,346,367Capital expenditures
    
    
    206,923
    
    
    
    84,553
    
    
    
    253,960
    
    
    
    545,4362004Revenues from external customers
    
    $
    720,412
    
    
    $
    255,027
    
    
    $
    90,792
    
    
    $
    1,066,231Depreciation and amortization
    
    
    156,472
    
    
    
    48,547
    
    
    
    4,104
    
    
    
    209,123Segment operating income
    
    
    128,635
    
    
    
    62,526
    
    
    
    (3,989
    )
    
    
    187,172Interest expense, net of amount capitalized
    
    
    16,997
    
    
    
    16,500
    
    
    
    892
    
    
    
    34,389Equity in income of joint venture
    
    
    3,931
    
    
    
    
    
    
    
    
    
    
    
    3,931Income tax provision (benefit)
    
    
    16,012
    
    
    
    11,655
    
    
    
    (11,936
    )
    
    
    15,731Segment profit (loss)
    
    
    103,523
    
    
    
    34,966
    
    
    
    7,597
    
    
    
    146,086Total assets (at end of period)
    
    
    1,834,385
    
    
    
    1,243,063
    
    
    
    230,525
    
    
    
    3,307,973Capital expenditures
    
    
    308,716
    
    
    
    17,377
    
    
    
    7,896
    
    
    
    333,989
 73




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Revenues
    
    
    Identifiable AssetsYear Ended December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004
    
    
    2006
    
    
    2005
    
    
    2004United States
    
    $
    557,851
    
    
    $
    314,813
    
    
    $
    265,767
    
    
    $
    1,571,887
    
    
    $
    1,138,237
    
    
    $
    1,483,844Bahrain
    
    
    
    
    
    
    20
    
    
    
    5,502
    
    
    
    
    
    
    
    
    
    
    
    Brazil
    
    
    174,430
    
    
    
    132,115
    
    
    
    105,405
    
    
    
    608,184
    
    
    
    470,295
    
    
    
    456,079Canada
    
    
    34,026
    
    
    
    29,294
    
    
    
    26,741
    
    
    
    20,562
    
    
    
    11,463
    
    
    
    11,479China
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    530,038
    
    
    
    237,678
    
    
    
    84,225Croatia
    
    
    10,263
    
    
    
    13,385
    
    
    
    12,809
    
    
    
    
    
    
    
    31,115
    
    
    
    28,141Denmark
    
    
    27,947
    
    
    
    22,203
    
    
    
    21,213
    
    
    
    41,760
    
    
    
    42,733
    
    
    
    41,980Equatorial Guinea
    
    
    10,719
    
    
    
    
    
    
    
    
    
    
    
    28,065
    
    
    
    
    
    
    
    Germany
    
    
    1,855
    
    
    
    8,610
    
    
    
    4,377
    
    
    
    9,282
    
    
    
    16,430
    
    
    
    9,440India
    
    
    40,147
    
    
    
    36,635
    
    
    
    38,396
    
    
    
    70,066
    
    
    
    97,935
    
    
    
    87,443Mexico
    
    
    269,172
    
    
    
    159,413
    
    
    
    150,030
    
    
    
    289,072
    
    
    
    196,498
    
    
    
    167,766Nigeria
    
    
    272,961
    
    
    
    185,327
    
    
    
    81,357
    
    
    
    366,960
    
    
    
    348,150
    
    
    
    136,609Norway (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    672,104
    
    
    
    Qatar
    
    
    212,227
    
    
    
    136,599
    
    
    
    78,556
    
    
    
    358,313
    
    
    
    514,841
    
    
    
    213,788Singapore
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,926
    
    
    
    
    
    
    
    The Netherlands
    
    
    169,003
    
    
    
    93,690
    
    
    
    99,125
    
    
    
    136,360
    
    
    
    134,796
    
    
    
    134,958United Arab Emirates
    
    
    108,226
    
    
    
    97,922
    
    
    
    83,366
    
    
    
    201,522
    
    
    
    222,846
    
    
    
    290,670United Kingdom
    
    
    211,412
    
    
    
    151,991
    
    
    
    91,783
    
    
    
    177,917
    
    
    
    170,818
    
    
    
    151,310Other
    
    
    
    
    
    
    120
    
    
    
    1,804
    
    
    
    
    
    
    
    40,428
    
    
    
    10,241Total International
    
    
    1,542,388
    
    
    
    1,067,324
    
    
    
    800,464
    
    
    
    3,014,027
    
    
    
    3,208,130
    
    
    
    1,824,129Total
    
    $
    2,100,239
    
    
    $
    1,382,137
    
    
    $
    1,066,231
    
    
    $
    4,585,914
    
    
    $
    4,346,367
    
    
    $
    3,307,973
 
 (1)
    
    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 17  SUPPLEMENTAL CASH FLOW INFORMATION
 Year Ended December 31,2006
    
    
    2005
    
    
    2004Cash paid during the period for:Interest, net of amounts capitalized
    
    $
    16,124
    
    
    $
    18,724
    
    
    $
    33,911Income taxes (net of refunds)
    
    $
    167,523
    
    
    $
    13,328
    
    
    $
    27,409
 74




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NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 18  UNAUDITED INTERIM FINANCIAL DATA
  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
    
    
    1.06
    
    
    
    1.31
    
    
    
    1.53
    
    
    
    1.48Diluted
    
    
    1.05
    
    
    
    1.30
    
    
    
    1.51
    
    
    
    1.47
 Quarter EndedMarch 31
    
    
    June 30
    
    
    Sept. 30
    
    
    Dec. 312005Operating revenues
    
    $
    310,325
    
    
    $
    344,008
    
    
    $
    367,205
    
    
    $
    360,599Operating income
    
    
    58,125
    
    
    
    91,718
    
    
    
    94,579
    
    
    
    128,623Net income
    
    
    45,530
    
    
    
    73,310
    
    
    
    76,523
    
    
    
    101,333Net income per share (1):Basic
    
    
    0.34
    
    
    
    0.54
    
    
    
    0.56
    
    
    
    0.74Diluted
    
    
    0.33
    
    
    
    0.53
    
    
    
    0.55
    
    
    
    0.73
 
 (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. 75




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##### Table of Contents



NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 19  GUARANTEES OF REGISTERED SECURITIES
    76




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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
    
    
    $
    
    
    
    $
    61,710Investments in marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accounts 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
    
    
    13,459
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,459Capital in excess of par value
    
    
    789,354
    
    
    
    1,149,965
    
    
    
    870,744
    
    
    
    98,562
    
    
    
    (2,119,271
    )
    
    
    789,354Retained 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
 77




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
December 31, 2005
 NHC and NDH
    
    
    Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    Combined
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    13,957
    
    
    $
    3,119
    
    
    $
    
    
    
    $
    104,769
    
    
    $
    
    
    
    $
    121,845Investments in marketable securities
    
    
    
    
    
    
    18,036
    
    
    
    
    
    
    
    26,421
    
    
    
    
    
    
    
    44,457Accounts receivable
    
    
    
    
    
    
    4,129
    
    
    
    8,611
    
    
    
    263,948
    
    
    
    
    
    
    
    276,688Insurance receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,565
    
    
    
    
    
    
    
    51,565Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,940
    
    
    
    
    
    
    
    3,940Prepaid expenses
    
    
    
    
    
    
    251
    
    
    
    321
    
    
    
    9,492
    
    
    
    
    
    
    
    10,064Accounts receivable from affiliates
    
    
    273,597
    
    
    
    
    
    
    
    524,596
    
    
    
    
    
    
    
    (798,193
    )
    
    
    Other current assets
    
    
    
    
    
    
    172
    
    
    
    247
    
    
    
    42,354
    
    
    
    (28,877
    )
    
    
    13,896Total current assets
    
    
    287,554
    
    
    
    25,707
    
    
    
    533,775
    
    
    
    502,489
    
    
    
    (827,070
    )
    
    
    522,455PROPERTY AND EQUIPMENTDrilling equipment and facilities
    
    
    
    
    
    
    568,119
    
    
    
    99,591
    
    
    
    3,510,387
    
    
    
    
    
    
    
    4,178,097Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66,698
    
    
    
    
    
    
    
    66,698
    
    
    
    568,119
    
    
    
    99,591
    
    
    
    3,577,085
    
    
    
    
    
    
    
    4,244,795Accumulated depreciation
    
    
    
    
    
    
    (37,843
    )
    
    
    (56,143
    )
    
    
    (1,151,790
    )
    
    
    
    
    
    
    (1,245,776
    )
    
    
    
    530,276
    
    
    
    43,448
    
    
    
    2,425,295
    
    
    
    
    
    
    
    2,999,019NOTES RECEIVABLE FROM AFFILIATES
    
    
    511,835
    
    
    
    
    
    
    
    744,159
    
    
    
    1,345,577
    
    
    
    (2,601,571
    )
    
    
    INVESTMENTS IN AFFILIATES
    
    
    1,960,241
    
    
    
    2,238,517
    
    
    
    2,029,863
    
    
    
    
    
    
    
    (6,228,621
    )
    
    
    INVESTMENTS IN MARKETABLE
SECURITIES
    
    
    672,104
    
    
    
    
    
    
    
    
    
    
    
    1,535
    
    
    
    
    
    
    
    673,639OTHER ASSETS
    
    
    
    
    
    
    4,105
    
    
    
    4,404
    
    
    
    142,745
    
    
    
    
    
    
    
    151,254$
    3,431,734
    
    
    $
    2,798,605
    
    
    $
    3,355,649
    
    
    $
    4,417,641
    
    
    $
    (9,657,262
    )
    
    $
    4,346,367LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent maturities of long-term debt
    
    $
    
    
    
    $
    21,562
    
    
    $
    
    
    
    $
    8,972
    
    
    $
    (21,562
    )
    
    $
    8,972Accounts payable
    
    
    
    
    
    
    2,398
    
    
    
    1,805
    
    
    
    89,711
    
    
    
    
    
    
    
    93,914Accrued payroll and related costs
    
    
    
    
    
    
    
    
    
    
    16,388
    
    
    
    62,170
    
    
    
    
    
    
    
    78,558Taxes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,245
    
    
    
    
    
    
    
    45,245Interest payable
    
    
    
    
    
    
    
    
    
    
    8,718
    
    
    
    8,237
    
    
    
    (7,315
    )
    
    
    9,640Accounts payable to affiliates
    
    
    
    
    
    
    167,416
    
    
    
    
    
    
    
    630,777
    
    
    
    (798,193
    )
    
    
    Other current liabilities
    
    
    
    
    
    
    
    
    
    
    146
    
    
    
    22,860
    
    
    
    
    
    
    
    23,006Total current liabilities
    
    
    
    
    
    
    191,376
    
    
    
    27,057
    
    
    
    867,972
    
    
    
    (827,070
    )
    
    
    259,335LONG-TERM DEBT
    
    
    
    
    
    
    32,421
    
    
    
    1,086,661
    
    
    
    10,243
    
    
    
    
    
    
    
    1,129,325NOTES PAYABLE TO AFFILIATES
    
    
    700,000
    
    
    
    645,577
    
    
    
    
    
    
    
    1,255,994
    
    
    
    (2,601,571
    )
    
    
    DEFERRED INCOME TAXES
    
    
    
    
    
    
    (2,700
    )
    
    
    13,016
    
    
    
    217,273
    
    
    
    
    
    
    
    227,589OTHER LIABILITIES
    
    
    
    
    
    
    1,043
    
    
    
    2,509
    
    
    
    2,738
    
    
    
    
    
    
    
    6,290700,000
    
    
    
    867,717
    
    
    
    1,129,243
    
    
    
    2,354,220
    
    
    
    (3,428,641
    )
    
    
    1,622,539COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,906
    )
    
    
    
    
    
    
    (7,906
    )SHAREHOLDERS EQUITYOrdinary shares-par value $0.10 per share
    
    
    13,701
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,701Capital in excess of par value
    
    
    1,024,470
    
    
    
    1,149,965
    
    
    
    870,744
    
    
    
    374,810
    
    
    
    (2,395,519
    )
    
    
    1,024,470Retained earnings
    
    
    1,736,015
    
    
    
    781,160
    
    
    
    1,355,662
    
    
    
    1,721,870
    
    
    
    (3,858,692
    )
    
    
    1,736,015Restricted stock (unearned compensation)
    
    
    (17,099
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,099
    )Accumulated other comprehensive
income (loss)
    
    
    (25,353
    )
    
    
    (237
    )
    
    
    
    
    
    
    (25,353
    )
    
    
    25,590
    
    
    
    (25,353
    )2,731,734
    
    
    
    1,930,888
    
    
    
    2,226,406
    
    
    
    2,071,327
    
    
    
    (6,228,621
    )
    
    
    2,731,734$
    3,431,734
    
    
    $
    2,798,605
    
    
    $
    3,355,649
    
    
    $
    4,417,641
    
    
    $
    (9,657,262
    )
    
    $
    4,346,367
 78




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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
    
    
    $
    1,840,528
    
    
    $
    
    
    
    $
    1,924,640Reimbursables
    
    
    
    
    
    
    540
    
    
    
    410
    
    
    
    91,404
    
    
    
    
    
    
    
    92,354Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73,548
    
    
    
    
    
    
    
    73,548Engineering, 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
    
    
    
    733,718
    
    
    
    (57,114
    )
    
    
    725,707Reimbursables
    
    
    
    
    
    
    419
    
    
    
    409
    
    
    
    78,692
    
    
    
    
    
    
    
    79,520Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,910
    
    
    
    
    
    
    
    61,910Engineering, 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 amount
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
 79




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##### 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
    
    
    $
    1,178,520
    
    
    $
    
    
    
    $
    1,209,447Reimbursables
    
    
    
    
    
    
    
    
    
    
    42
    
    
    
    86,290
    
    
    
    
    
    
    
    86,332Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,203
    
    
    
    
    
    
    
    69,203Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    63
    
    
    
    17,092
    
    
    
    
    
    
    
    17,155
    
    
    
    
    
    
    
    31,032
    
    
    
    1,351,105
    
    
    
    
    
    
    
    1,382,137OPERATING COSTS AND EXPENSESContract drilling services
    
    
    109
    
    
    
    
    
    
    
    5,777
    
    
    
    593,321
    
    
    
    
    
    
    
    599,207Reimbursables
    
    
    
    
    
    
    
    
    
    
    42
    
    
    
    76,196
    
    
    
    
    
    
    
    76,238Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,698
    
    
    
    
    
    
    
    58,698Engineering, 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 amount 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
 80




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##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
Year Ended December 31, 2004
 Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    NHC
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalOPERATING REVENUESContract drilling services
    
    $
    
    
    
    $
    
    
    
    $
    30,423
    
    
    $
    906,991
    
    
    $
    
    
    
    $
    937,414Reimbursables
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    50,206
    
    
    
    
    
    
    
    50,234Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,327
    
    
    
    
    
    
    
    51,327Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    17
    
    
    
    27,239
    
    
    
    
    
    
    
    27,256
    
    
    
    
    
    
    
    30,468
    
    
    
    1,035,763
    
    
    
    
    
    
    
    1,066,231OPERATING COSTS AND EXPENSESContract drilling services
    
    
    (334
    )
    
    
    
    
    
    
    6,716
    
    
    
    515,281
    
    
    
    
    
    
    
    521,663Reimbursables
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    44,582
    
    
    
    
    
    
    
    44,610Labor contract drilling services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,610
    
    
    
    
    
    
    
    42,610Engineering, consulting and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,339
    
    
    
    
    
    
    
    27,339Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    7,674
    
    
    
    201,449
    
    
    
    
    
    
    
    209,123Selling, general and administrative
    
    
    578
    
    
    
    
    
    
    
    1,038
    
    
    
    32,098
    
    
    
    
    
    
    
    33,714244
    
    
    
    
    
    
    
    15,456
    
    
    
    863,359
    
    
    
    
    
    
    
    879,059OPERATING INCOME (LOSS)
    
    
    (244
    )
    
    
    
    
    
    
    15,012
    
    
    
    172,404
    
    
    
    
    
    
    
    187,172OTHER INCOME (EXPENSE)Equity earnings in affiliates (net of tax)
    
    
    101,280
    
    
    
    123,020
    
    
    
    130,828
    
    
    
    
    
    
    
    (355,128
    )
    
    
    Interest expense, net of amount capitalized
    
    
    
    
    
    
    (47,472
    )
    
    
    (27,935
    )
    
    
    (6,454
    )
    
    
    47,472
    
    
    
    (34,389
    )Other, net
    
    
    47,928
    
    
    
    
    
    
    
    911
    
    
    
    7,667
    
    
    
    (47,472
    )
    
    
    9,034INCOME BEFORE INCOME TAXES
    
    
    148,964
    
    
    
    75,548
    
    
    
    118,816
    
    
    
    173,617
    
    
    
    (355,128
    )
    
    
    161,817INCOME TAX (PROVISION) BENEFIT
    
    
    (2,878
    )
    
    
    18,341
    
    
    
    4,204
    
    
    
    (35,398
    )
    
    
    
    
    
    
    (15,731
    )NET INCOME
    
    $
    146,086
    
    
    $
    93,889
    
    
    $
    123,020
    
    
    $
    138,219
    
    
    $
    (355,128
    )
    
    $
    146,086
 81




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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
    
    
    
    
    
    
    
    253,325Deferred 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
    
    
    
    Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,300
    )
    
    
    
    
    
    
    (6,300
    )Other
    
    
    4,725
    
    
    
    2,256
    
    
    
    (272
    )
    
    
    (1,786
    )
    
    
    
    
    
    
    4,923Other 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
 82




---



##### 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
    
    
    
    Hurricane losses and recoveries, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,759
    )
    
    
    
    
    
    
    (29,759
    )Other
    
    
    
    
    
    
    
    
    
    
    (952
    )
    
    
    4,234
    
    
    
    
    
    
    
    3,282Other 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
 83




---



##### Table of Contents



NOBLE CORPORATION AND OTHER SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2004
 Noble
    
    
    Other
    
    
    ConsolidatingNoble
    
    
    NHC
    
    
    Drilling
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    146,086
    
    
    $
    93,889
    
    
    $
    123,020
    
    
    $
    138,219
    
    
    $
    (355,128
    )
    
    $
    146,086Adjustments to reconcile net income to net cash
provided by (used for) operating activities:Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    7,674
    
    
    
    201,449
    
    
    
    
    
    
    
    209,123Deferred income tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,022
    
    
    
    
    
    
    
    5,022Equity in income of joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,931
    )
    
    
    
    
    
    
    (3,931
    )Distributions received from joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,700
    
    
    
    
    
    
    
    2,700Share-based compensation expense
    
    
    5,753
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,753Equity earnings in affiliates
    
    
    (101,280
    )
    
    
    (123,020
    )
    
    
    (130,828
    )
    
    
    
    
    
    
    355,128
    
    
    
    Dissolution of rabbi trust
    
    
    11,945
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,945Other
    
    
    
    
    
    
    (1,657
    )
    
    
    (188
    )
    
    
    (2,054
    )
    
    
    
    
    
    
    (3,899
    )Other changes in current assets and liabilities,
net of acquired working capital:Accounts receivable
    
    
    
    
    
    
    
    
    
    
    (4,290
    )
    
    
    (51,498
    )
    
    
    
    
    
    
    (55,788
    )Accounts receivable from affiliates
    
    
    (146,459
    )
    
    
    
    
    
    
    21,674
    
    
    
    
    
    
    
    124,785
    
    
    
    Other current assets
    
    
    6,180
    
    
    
    
    
    
    
    5,806
    
    
    
    (10,799
    )
    
    
    
    
    
    
    1,187Accounts payable
    
    
    6
    
    
    
    
    
    
    
    (1,806
    )
    
    
    (2,364
    )
    
    
    
    
    
    
    (4,164
    )Accounts payable to affiliates
    
    
    
    
    
    
    56,803
    
    
    
    
    
    
    
    67,982
    
    
    
    (124,785
    )
    
    
    Other current liabilities
    
    
    2,433
    
    
    
    (8,064
    )
    
    
    4,064
    
    
    
    19,754
    
    
    
    
    
    
    
    18,187Net cash provided by (used for)
operating activities
    
    
    (75,336
    )
    
    
    17,951
    
    
    
    25,126
    
    
    
    364,480
    
    
    
    
    
    
    
    332,221CASH FLOWS FROM INVESTING ACTIVITIESNew construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (110,548
    )
    
    
    
    
    
    
    (110,548
    )Other capital expenditures
    
    
    
    
    
    
    
    
    
    
    334
    
    
    
    (150,827
    )
    
    
    
    
    
    
    (150,493
    )Major maintenance expenditures
    
    
    
    
    
    
    
    
    
    
    (460
    )
    
    
    (72,488
    )
    
    
    
    
    
    
    (72,948
    )Repayments from affiliates
    
    
    17,951
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,951
    )
    
    
    Proceeds from sales of property and equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,135
    
    
    
    
    
    
    
    2,135Repayments from joint venture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,295
    
    
    
    
    
    
    
    2,295Investment in marketable securities
    
    
    (168,300
    )
    
    
    
    
    
    
    
    
    
    
    (64,916
    )
    
    
    
    
    
    
    (233,216
    )Proceeds from sales and maturities of marketable securities
    
    
    160,466
    
    
    
    
    
    
    
    
    
    
    
    104,886
    
    
    
    
    
    
    
    265,352Net cash provided by (used for)
investing activities
    
    
    10,117
    
    
    
    
    
    
    
    (126
    )
    
    
    (289,463
    )
    
    
    (17,951
    )
    
    
    (297,423
    )CASH FLOWS FROM FINANCING ACTIVITIESPayments on bank credit facility
    
    
    
    
    
    
    
    
    
    
    (25,000
    )
    
    
    
    
    
    
    
    
    
    
    (25,000
    )Payment of other long-term debt
    
    
    
    
    
    
    (17,951
    )
    
    
    
    
    
    
    (52,933
    )
    
    
    17,951
    
    
    
    (52,933
    )Net proceeds from employee stock transactions
    
    
    79,072
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,072Repurchases of ordinary shares
    
    
    (39,714
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39,714
    )Net cash provided by (used for)
financing activities
    
    
    39,358
    
    
    
    (17,951
    )
    
    
    (25,000
    )
    
    
    (52,933
    )
    
    
    17,951
    
    
    
    (38,575
    )NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
    
    
    (25,861
    )
    
    
    
    
    
    
    
    
    
    
    22,084
    
    
    
    
    
    
    
    (3,777
    )CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
    
    
    33,991
    
    
    
    
    
    
    
    
    
    
    
    28,576
    
    
    
    
    
    
    
    62,567CASH AND CASH EQUIVALENTS,
END OF PERIOD
    
    $
    8,130
    
    
    $
    
    
    
    $
    
    
    
    $
    50,660
    
    
    $
    
    
    
    $
    58,790
 84




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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.
  85




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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.
  86




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##### Table of Contents



PART IV
  
 ITEM 1
    5.
    EXHIBITS AND FINANCIAL STATEMENTS 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 37 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:
  87




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##### Table of Contents



SIGNATURES
  NOBLE CORPORATIONDate:  February 28, 2007
    By:
    /s/  MARK A. JACKSONMark A. Jackson, Chief Executive Officer,President and Chief Operating Officer  Signature
    
    Capacity In Which Signed
    
    Date/s/ MARK A. JACKSON

Mark A. Jackson
    
    Chief Executive Officer,
President,
Chief Operating Officer and Director
(Principal Executive Officer)
    
    February 28, 2007/s/ THOMAS L. MITCHELL
    
    Senior Vice President and
    
    February 28, 2007Thomas L. Mitchell
    
    Chief Financial Officer,Treasurer and Controller(Principal Financial and Accounting
Officer)/s/ MICHAEL A. CAWLEY
    
    Director
    
    February 28, 2007Michael A. Cawley/s/ LAWRENCE J. CHAZEN
    
    Director
    
    February 28, 2007Lawrence J. Chazen/s/ LUKE R. CORBETT
    
    Director
    
    February 28, 2007Luke R. Corbett/s/ JAMES C. DAY
    
    Director
    
    February 28, 2007James C. Day/s/ JULIE H. EDWARDS
    
    Director
    
    February 28, 2007Julie H. Edwards/s/ MARC E. LELAND
    
    Director
    
    February 28, 2007Marc E. Leland/s/ JACK E. LITTLE

Jack E. Little
    
    Director
    
    February 28, 2007/s/ MARY P. RICCIARDELLO
    
    Director
    
    February 28, 2007Mary P. Ricciardello/s/ WILLIAM A. SEARS
    
    Director
    
    February 28, 2007William A. Sears
 88




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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 (filed as Exhibit 3.3 to the Registrants
Registration Statement on Form S-4 (No. 333-84278) and incorporated herein by reference).3.2
    
    Articles of Association of the Registrant, as amended (filed as Exhibit 3.2 to the
Registrants Quarterly Report on Form 10-Q for the three-month period ended March 31, 2005 and
incorporated herein by reference).4.1
    
    Indenture dated as of March 1, 1999, between Noble Drilling Corporation and JP Morgan Chase
Bank, National Association (formerly Chase Bank of Texas, National Association), as trustee
(filed as Exhibit 4.1 to the Form 8-K of Noble Drilling Corporation 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).
 89




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##### Table of Contents



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
    
    Amended and Restated Credit Agreement dated May 1, 2002 among Noble Corporation, Noble Holding (U.S.) Corporation, Noble
Drilling Corporation, Nordea Bank Norge ASA, New York Branch, as Administrative Agent, and the lenders named therein
(filed as Exhibit 4.1 to the Registrants Quarterly Report on Form 10-Q for the three-month period ended March 31, 2002
and incorporated herein by reference).4.14
    
    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).4.15
    
    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).4.16
    
    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).
 90




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##### Table of Contents



ExhibitNumber
    
    Exhibit4.17
    
    Second Amendment, dated November 24, 2004, among Noble Corporation, Noble Holding (U.S.)
Corporation, Noble Drilling Corporation, various lending institutions party to the Credit
Agreement, Wells Fargo Bank, N.A. (as successor to Wells Fargo Bank Texas, National
Association) and SunTrust Bank, as Documentation Agents, The Bank of Tokyo-Mitsubishi, Ltd.
and Westdeutsche Landesbank Girozentrale, New York Branch, as Syndication Agents, The Bank of
Tokyo-Mitsubishi, Ltd. and Nordea Bank Finland Plc, New York Branch, as Co-Lead Arrangers,
Nordea Bank Finland Plc, as Bookrunner, and Nordea Bank Finland Plc, New York Branch (as the
replacement Administrative Agent to Nordea Bank Norge ASA, New York Branch, as successor by
merger to Christiania Bank og Kreditkasse ASA, New York Branch), as Administrative Agent
(filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K dated November 30, 2004
and incorporated herein by reference).4.18
    
    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).4.19
    
    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).4.20
    
    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).4.21
    
    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).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 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 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 Corporations Short Term Incentive Plan (revised April 2006) (filed as Exhibit 10.2 to
the Registrants Quarterly Report on Form 10-Q for the three-month period ended March 31, 2006
and incorporated herein by reference).10.6*
    
    Noble Drilling Corporation 401(k) Savings Restoration Plan (filed as Exhibit 10.1 to the
Registrants Registration Statement on Form S-8 dated January 18, 2001 (No. 333-53912) and
incorporated herein by reference).10.7*
    
    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).
 91




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##### Table of Contents



ExhibitNumber
    
    Exhibit10.8*
    
    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).10.9*
    
    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).10.10
    
    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).10.11*
    
    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).10.12*
    
    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).10.13*
    
    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).10.14*
    
    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).10.15*
    
    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).10.16*
    
    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).10.17*
    
    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).10.18*
    
    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).
 92




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##### Table of Contents



ExhibitNumber
    
    Exhibit10.19*
    
    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).10.20*
    
    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).10.21*
    
    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).10.22*
    
    Form of Noble Corporation Nonqualified Stock Option Agreement under the Noble Corporation
1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.1 to the Registrants Current
Report on Form 8-K filed on May 4, 2005 and incorporated herein by reference).10.23*
    
    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).10.24*
    
    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).10.25*
    
    Form of Noble Corporation Nonqualified Stock Option Agreement under the Amended and Restated
Noble Corporation 1992 Nonqualified Stock Option and Restricted Share Plan for Non-Employee
Directors (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).10.26*
    
    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).10.27*
    
    Employment Agreement, dated as of September 26, 2005, by and between Noble Drilling
Corporation and Bruce W. Busmire (filed as Exhibit 10.2 to the Registrants Quarterly Report
on Form 10-Q for the three-month period ended September 30, 2005 and incorporated herein by
reference).10.28*
    
    Parent Guaranty by Noble Corporation, dated as of September 26, 2005, of Employment
Agreement by and between Noble Drilling Corporation and Bruce W. Busmire (filed as Exhibit
10.3 to the Registrants Quarterly Report on Form 10-Q for the three-month period ended
September 30, 2005 and incorporated herein by reference).10.29
    
    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).10.30
    
    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).10.31
    
    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).
 93




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##### Table of Contents



ExhibitNumber
    
    Exhibit10.32
    
    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).10.33*
    
    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).10.34*
    
    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).10.35*
    
    Employment Agreement, dated as of October 27, 2006, by and between Noble Drilling
Corporation and Thomas L. Mitchell.10.36*
    
    Parent Guaranty by Noble Corporation, dated as of October 27, 2006, of Employment Agreement
by and between Noble Drilling Corporation and Thomas L. Mitchell.10.37*
    
    Separation Agreement, dated as of March 17, 2006, by and between Noble Corporation and Bruce
W. Busmire.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 Mark A. Jackson 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 Mark A. Jackson 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. 94