8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2010

NOBLE CORPORATION

(Exact name of registrant as specified in its charter)

Switzerland	000-53604	98-0619597
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Dorfstrasse 19A Baar, Switzerland	6340
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 41 (41) 761-65-55

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. Results of Operations and Financial Condition.

On January 27, 2010, Noble Corporation (“Company” “we,” “us,” and “our”) issued a press release announcing its financial results for the quarter and year ended December 31, 2009. A copy of such press release is included as Exhibit 99.1 and will be published in the “Newsroom” area on the Company’s web site at http://www.noblecorp.com.

Statements regarding earnings, costs, revenue, rig demand, fleet performance, contract commitments, dayrates, contract commencements, contract extensions or renewals, newbuilds, industry fundamentals, global economic conditions, financial strength, contract backlog, customer base, future performance, growth opportunities, market outlook, as well as any other statements that are not historical facts in this release, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to operating hazards and delays, risks associated with operations outside of the U.S., actions by customers and other third parties, factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime, factors that reduce applicable dayrates, violations of anti-corruption laws, hurricanes and other weather conditions, the future price of oil and gas and other factors detailed in the Company most recent Form 10-K, Form 10-Q’s and other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the press release is being furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1   Noble Corporation Press Release dated January 27, 2010, announcing the financial results for the quarter and year ended December 31, 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NOBLE CORPORATION
Date: January 27, 2010	By:	/s/ Thomas L. Mitchell
		Thomas L. Mitchell
		Senior Vice President, Chief Financial Officer, Treasurer and Controller

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Noble Corporation Press Release dated January 27, 2010, announcing the financial results for the quarter and year ended December 31, 2009.

EX-99.1

Exhibit 99.1

Noble Corporation
Dorfstrasse 19a
6340 Baar
Switzerland

PRESS RELEASE

Noble Corporation Reports 2009 Earnings of $6.42 per Share on Revenues of $3.6 Billion;
Fourth Quarter Earnings Increased to $1.72 per Diluted Share on Revenues of $940 Million

ZUG, Switzerland, January 27, 2010 — Noble Corporation (NYSE: NE) today reported fourth quarter 2009 earnings of $446 million, or $1.72 per diluted share, versus $419 million, or $1.58 per diluted share, for the fourth quarter of 2008. Per-share earnings were up 8.9 percent from the fourth quarter of 2008 and up 5.5 percent from the $1.63 per share reported for the third quarter of 2009. Earnings for the full year 2009 totaled $6.42 per diluted share compared with $5.81 per diluted share in 2008. Results for the fourth quarter include $6.5 million or $0.03 per diluted share benefit related to a settlement of tax-related issues in the Middle East.

“Noble’s efforts to manage costs, advance our safety culture and deliver top-tier margins continued through the fourth quarter of 2009,” said David W. Williams, Chairman, President and Chief Executive Officer. “In spite of a turbulent year in both the financial and drilling markets, our team’s focused efforts enabled us to end the year with our best ever safety results, a strong balance sheet and record earnings per share. At the same time, we continued to fund the expansion and modernization of our fleet, repurchase shares, provide outstanding service to our customers and drive value for our shareholders.”

Contract drilling services revenues for the fourth quarter 2009 were $894 million, up 1.3 percent from the year-earlier quarter. Contract drilling margins for the fourth quarter 2009 were approximately 70 percent, generating $622 million in net cash provided by operating activities during the quarter and $2.1 billion for full year 2009. The Company invested $539 million in capital projects during the quarter, bringing full-year capital spending for 2009 to $1.4 billion. Debt as a percentage of total capitalization decreased to 10 percent at December 31, 2009, from approximately 10.5 percent at the end of the third quarter 2009.

The Company repurchased 1.75 million of its shares during the fourth quarter 2009 at a total cost of $74 million and at an average price per share of $42.06. For the full year 2009, Noble repurchased approximately 5.5 million of its shares at an average price per share of $34.10 for a total cost of $187 million.

MORE

Operations Highlights

At year end 2009, approximately 54 percent of the Company’s available rig operating days was committed for 2010 and approximately 26 percent was committed for 2011. The Company’s total backlog at December 31, 2009 was approximately $8.1 billion.

Noble’s newbuild 10,000-foot dynamically positioned deepwater semisubmersible Noble Danny Adkins, which has recently arrived in the U.S. Gulf of Mexico, is expected to commence drilling operations with Shell in the first quarter of 2010.

In Brazil, the newbuild dynamically positioned deepwater semisubmersible Noble Dave Beard is undergoing acceptance trials and is expected to commence operations under its five year contract with Petrobras in February.

In Mexico, Noble executed short term extensions for the Noble Leonard Jones and the Noble Eddie Paul, currently working for Pemex. The Noble Eddie Paul has been extended until June 3, 2010 and the Noble Leonard Jones has been extended until June 22, 2010. The extensions on both units are at a rate of $127,900 per day. Additionally, Noble has commenced a dialogue regarding short-term extensions on the Noble Lewis Dugger and the Noble John Sandifer, also in Mexico.

Outlook

“We expect to begin to realize the benefits of our fleet expansion program in 2010,” continued Williams. “The commencements of operations of three new ultra-deepwater units, coupled with our outstanding backlog, give us positive momentum for the year ahead. At the same time, we will stay focused on fundamentals and work hard to create value for the shareholders.”

About Noble Corporation

Noble is a leading offshore drilling contractor for the oil and gas industry. Noble performs, through its subsidiaries, contract drilling services with a fleet of 62 offshore drilling units (including three rigs currently under construction) located worldwide, including in the Middle East, India, the U.S. Gulf of Mexico, Mexico, the Mediterranean, the North Sea, Brazil, and West Africa. Noble’s shares are traded on the New York Stock Exchange under the symbol “NE”. Additional information on Noble Corporation is available via the worldwide web at http://www.noblecorp.com.

Statements regarding earnings, costs, revenue, rig demand, fleet performance, contract commitments, dayrates, contract commencements, contract extensions or renewals, newbuilds, fleet expansion or composition, industry fundamentals, global economic conditions, financial strength, contract backlog, customer base, future performance, growth opportunities, market outlook, as well as any other statements that are not historical facts in this release, are forward-looking statements that

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involve certain risks, uncertainties and assumptions. These include but are not limited to operating hazards and delays, risks associated with operations outside of the U.S., actions by customers and other third parties, factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime, factors that reduce applicable dayrates, violations of anti-corruption laws, hurricanes and other weather conditions, the future price of oil and gas and other factors detailed in the Company’s most recent Form 10-K, Form 10-Q’s and other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.

Conference Call

Noble has scheduled a conference call and webcast related to its fourth quarter and full year 2009 results on Thursday, January 28, 2010, at 8:00 a.m. U.S. Central Standard Time. Interested parties are invited to listen to the call by dialing 1-866-461-7129, or internationally 1-706-679-3084, using access code: 38607606 or by asking for the Noble Corporation conference call. Interested parties may also listen over the Internet through a link posted in the Investor Relations section of the Company’s Web site.

A replay of the conference call will be available on Thursday, January 28, 2010, beginning at 10:00 a.m. U.S. Central Standard Time, through Friday, February 12, 2010, ending at 5:00 p.m. U.S. Central Standard Time. The phone number for the conference call replay is 1-800-642-1687 or, for calls from outside of the U.S., 1-706-645-9291, using access code: 38607606. The replay will also be available on the Company’s Web site following the end of the live call. The conference call may include non-GAAP financial measures. Noble will post a reconciliation of any such measures to the most directly comparable GAAP measures in the “Investor Relations” section of the Company’s Web site under the heading “Regulation G Reconciliations.”

1/27/10

For additional information, contact:
For Investors: Lee M. Ahlstrom, Vice President — Investor Relations and Planning,

 Noble Drilling Services Inc., 281-276-6440

For Media: John S. Breed, Director of Corporate Communications,

Noble Drilling Services Inc., 281-276-6729

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NOBLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2009			2008			2009			2008
Operating revenues
Contract drilling services	$	894,184		$	882,538		$	3,509,755		$	3,298,850
Reimbursables		37,234			19,340			99,201			90,849
Labor contract drilling services		8,455			7,732			30,298			55,078
Other		253			544			1,530			1,724
		940,126			910,154			3,640,784			3,446,501
Operating costs and expenses
Contract drilling services		264,012			265,765			1,006,764			1,011,882
Reimbursables		32,954			15,541			85,035			79,327
Labor contract drilling services		4,928			5,279			18,827			42,573
Depreciation and amortization		112,667			93,252			408,313			356,658
Selling, general and administrative		19,361			17,176			80,262			74,143
(Gain)/loss on asset disposal/involuntary conversion, net		(214	)		(964	)		30,839			(26,485	)
		433,708			396,049			1,630,040			1,538,098
Operating income		506,418			514,105			2,010,744			1,908,403
Other income (expense)
Interest expense, net of amount capitalized		(424	)		(1,956	)		(1,685	)		(4,388	)
Interest income and other, net		1,848			1,430			6,843			8,443
Income before income taxes		507,842			513,579			2,015,902			1,912,458
Income tax provision		(61,427	)		(95,012	)		(337,260	)		(351,463	)
Net income	$	446,415		$	418,567		$	1,678,642		$	1,560,995
Net income per share
Basic	$	1.72		$	1.59		$	6.44		$	5.85
Diluted	$	1.72		$	1.58		$	6.42		$	5.81

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NOBLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

	December 31,
	2009			2008
ASSETS
Current assets
Cash and cash equivalents	$	735,493		$	513,311
Accounts receivable		647,454			644,840
Insurance receivables		6,971			13,516
Prepaid expenses		26,938			21,207
Other current assets		66,334			47,467
Total current assets		1,483,190			1,240,341
Property and equipment
Drilling equipment and facilities		8,666,750			7,427,908
Other		143,477			105,340
		8,810,227			7,533,248
Accumulated depreciation		(2,175,775	)		(1,886,231	)
		6,634,452			5,647,017
Other assets		279,254			219,441
Total assets	$	8,396,896		$	7,106,799
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	—		$	172,698
Accounts payable		197,800			259,107
Accrued payroll and related costs		100,167			75,449
Taxes payable		68,760			107,211
Interest payable		11,258			11,325
Other current liabilities		55,962			53,203
Total current liabilities		433,947			678,993
Long-term debt		750,946			750,789
Deferred income taxes		300,231			265,018
Other liabilities		123,340			121,284
Total liabilities		1,608,464			1,816,084
Commitments and contingencies
Shareholders’ equity
Shares — par value 4.85 Swiss francs per share; 414,399 shares authorized, 138,133 additional shares conditionally authorized, 276,266 shares issued and 261,975 shares outstanding as of December 31, 2009;		1,130,607
Ordinary shares — par value $.10 per share; 400,000 shares authorized; 261,899 shares issued and outstanding at December 31, 2008					26,190
Capital in excess of par value		—			402,115
Retained earnings		5,855,737			4,919,667
Treasury shares - 3,750 shares held		(143,031	)		—
Accumulated other comprehensive loss		(54,881	)		(57,257	)
Total shareholders’ equity		6,788,432			5,290,715
Total liabilities and shareholders’ equity	$	8,396,896		$	7,106,799

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NOBLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	Twelve Months Ended
	December 31,
	2009			2008
Cash flows from operating activities
Net income	$	1,678,642		$	1,560,995
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		408,313			356,658
(Gain)/loss on asset disposal/involuntary conversion, net		30,839			(26,485	)
Deferred income tax provision		36,866			51,026
Share-based compensation expense		37,995			35,899
Pension contributions		(17,639	)		(21,439	)
Net change in other assets and liabilities		(38,300	)		(68,462	)
Net cash from operating activities		2,136,716			1,888,192
Cash flows from investing activities
New construction		(717,148	)		(799,736	)
Other capital expenditures		(594,957	)		(323,955	)
Major maintenance expenditures		(119,393	)		(107,630	)
Accrued capital expenditures		(63,561	)		40,830
Hurricane insurance receivables		—			21,747
Proceeds from disposal of assets		—			39,451
Net cash from investing activities		(1,495,059	)		(1,129,293	)
Cash flows from financing activities
Borrowings on bank credit facilities		—			30,000
Payments on bank credit facilities		—			(130,000	)
Proceeds from issuance of senior notes, net		—			249,238
Payments of other long-term debt		(172,700	)		(10,335	)
Net proceeds from employee stock transactions		5,062			9,304
Tax benefit of employee stock transactions		—			3,467
Dividends/par value reduction payments		(47,939	)		(244,198	)
Repurchases of shares		(203,898	)		(314,122	)
Net cash from financing activities		(419,475	)		(406,646	)
Net increase in cash and cash equivalents		222,182			352,253
Cash and cash equivalents, beginning of period		513,311			161,058
Cash and cash equivalents, end of period	$	735,493		$	513,311

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NOBLE CORPORATION AND SUBSIDIARIES
FINANCIAL AND OPERATIONAL INFORMATION BY SEGMENT
(In thousands, except utilization amounts, operating days and average dayrates)
(Unaudited)

	Three Months Ended December 31,																		Three Months Ended September 30,
	2009									2008									2009
	Contract									Contract									Contract
	Drilling									Drilling									Drilling
	Services			Other			Total			Services			Other			Total			Services			Other		Total
Operating revenues
Contract drilling services	$	894,184		$	—		$	894,184		$	882,538		$	—		$	882,538		$	874,969		$	—	$	874,969
Reimbursables		36,199			1,035			37,234			18,060			1,280			19,340			21,511			944		22,455
Labor contract drilling services		—			8,455			8,455			—			7,732			7,732			—			7,490		7,490
Other		253			—			253			530			14			544			509			212		721
	$	930,636		$	9,490		$	940,126		$	901,128		$	9,026		$	910,154		$	896,989		$	8,646	$	905,635
Operating costs and expenses
Contract drilling services	$	264,012		$	—		$	264,012		$	265,765		$	—		$	265,765		$	250,842		$	—	$	250,842
Reimbursables		31,967			987			32,954			14,329			1,212			15,541			17,811			906		18,717
Labor contract drilling services		—			4,928			4,928			—			5,279			5,279			—			4,642		4,642
Depreciation and amortization		110,054			2,613			112,667			91,104			2,148			93,252			100,669			2,576		103,245
Selling, general and administrative		19,297			64			19,361			17,073			103			17,176			21,629			71		21,700
(Gain)/loss on asset disposal/ involuntary conversion, net		—			(214	)		(214	)		—			(964	)		(964	)		2,076			—		2,076
	$	425,330		$	8,378		$	433,708		$	388,271		$	7,778		$	396,049		$	393,027		$	8,195	$	401,222
Operating income	$	505,306		$	1,112		$	506,418		$	512,857		$	1,248		$	514,105		$	503,962		$	451	$	504,413
Operating statistics
Jackups:
Average Rig Utilization		81	%								88	%								80	%
Operating Days		3,218									3,354									3,183
Average Dayrate	$	131,975								$	151,601								$	143,388
Semisubmersibles — (6,000 feet or greater):
Average Rig Utilization		100	%								100	%								98	%
Operating Days		721									644									631
Average Dayrate	$	450,459								$	364,180								$	434,435
Semisubmersibles — (less than 6,000 feet):
Average Rig Utilization		100	%								100	%								100	%
Operating Days		276									276									276
Average Dayrate	$	254,820								$	249,603								$	261,167
Drillships:
Average Rig Utilization		100	%								67	%								100	%
Operating Days		276									184									276
Average Dayrate	$	269,615								$	326,170								$	243,186
Submersibles:
Average Rig Utilization		0	%								67	%								42	%
Operating Days		—									184									78
Average Dayrate	$	—								$	56,903								$	65,944
Total:
Average Rig Utilization		83	%								88	%								83	%
Operating Days		4,491									4,642									4,444
Average Dayrate	$	199,122								$	190,137								$	196,900

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NOBLE CORPORATION AND SUBSIDIARIES
CALCULATION OF BASIC AND DILUTED NET INCOME
(In thousands, except per share amounts)
(Unaudited)

The following table sets forth the computation of basic and diluted net income per share:

	Three months ended						Twelve months ended
	December 31,						December 31,
	2009			2008			2009			2008
Allocation of net income
Basic
Net income	$	446,415		$	418,567		$	1,678,642		$	1,560,995
Earnings allocated to unvested share-based payment awards		(4,647	)		(3,534	)		(16,811	)		(13,195	)
Net income to common shareholders — basic	$	441,768		$	415,033		$	1,661,831		$	1,547,800
Diluted
Net income	$	446,415		$	418,567		$	1,678,642		$	1,560,995
Earnings allocated to unvested share-based payment awards		(4,628	)		(3,525	)		(16,758	)		(13,131	)
Net income to common shareholders — diluted	$	441,787		$	415,042		$	1,661,884		$	1,547,864
Weighted average number of shares outstanding — basic		256,507			261,501			258,035			264,782
Incremental shares issuable from assumed exercise of stock options		1,090			688			856			1,567
Weighted average number of shares outstanding — diluted		257,597			262,189			258,891			266,349
Weighted average unvested share-based payment awards		2,699			2,227			2,611			2,224
Earnings per share
Basic	$	1.72		$	1.59		$	6.44		$	5.85
Diluted	$	1.72		$	1.58		$	6.42		$	5.81

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