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): April 22, 2009

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.)

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

(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 April 22, 2009, the Noble Corporation (“Company” “we,” “us,” and “our”) issued a press release announcing its financial results for the three months ended March 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 made herein, including the accompanying exhibit, regarding contract commitments, dayrates, contract commencements, 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, 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 our most recent Form 10-K 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 April 22, 2009, announcing the financial results for the three months ended March 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: April 22, 2009	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 April 22, 2009, announcing the financial results for the three months ended March 31, 2009.

EX-99.1

Exhibit 99.1

Noble Corporation Reports First Quarter Earnings of $1.58 per Share

SUGAR LAND, Texas, April 22, 2009 — Noble Corporation (NYSE: NE) today reported first quarter 2009 earnings of $414 million, or $1.58 per diluted share, versus $384 million, or $1.42 per diluted share, for the first quarter of last year. Per share earnings were in line with the fourth quarter 2008 earnings of $1.58 per diluted share. The results for the first quarter 2009 include net after-tax charges of $0.04 per share primarily related to an impairment charge taken for the Noble Fri Rodli, as a result of a decision to evaluate disposition alternatives for this submersible drilling unit.

Contract drilling services revenues for the 2009 first quarter were $872 million, up 9.3 percent from the year-earlier quarter. Contract drilling margins for the first quarter 2009 were approximately 72 percent, generating $548 million in net cash provided by operating activities. Noble invested $251 million in capital projects during the quarter. Debt as a percentage of total capitalization declined to 11.7 percent at March 31, 2009, from approximately 14.9 percent at the end of the fourth quarter of 2008.

“Despite a turbulent global economy and pressure on demand for drilling services, the strength of our $10.6 billion backlog and focus on execution enabled us to deliver another great quarter,” said David W. Williams, Chairman, President and Chief Executive Officer. “We remain committed to maintaining our financial flexibility through the disciplined execution of our capital program, continued improvement in our cost structure and the active pursuit of opportunities to create shareholder value.”

During the first quarter, Noble repurchased approximately 1.7 million shares at an average cost per share of $25.28. At the end of the first quarter 2009, the Company had approximately 16.6 million shares remaining on its existing repurchase authorization.

Highlights

Noble’s newbuild deepwater semisubmersible Noble Dave Beard arrived in Brazil to undergo final outfitting and commissioning before commencement of a five year contract, which is expected to occur in the fourth quarter of 2009. In the U.S. Gulf of Mexico, the Company reached an agreement with Noble Energy to substitute the Noble Clyde Boudreaux for the Noble Paul Romano in fulfillment of a two year commitment at a dayrate of $605,000. This strategic substitution will accelerate earnings for the Company and allow our customer earlier commencement of its planned drilling program. The Noble Clyde Boudreaux will commence operations for Noble Energy following the conclusion of its current commitment in the fourth quarter of 2009. The Noble Paul Romano will be available in the first quarter of 2010.

The Company’s newbuild jackup Noble Hans Deul commenced operations during the first quarter 2009 under its contract with Shell. Additionally, the Company’s Noble Roy Butler and Noble Carl Norberg completed their moves from West Africa to Mexico, and commenced separate contracts with PEMEX in March.

During the quarter, the Company also completed its previously disclosed change in place of incorporation from the Cayman Islands to Switzerland.

About Noble

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 five rigs currently under construction) located worldwide, including in the Middle East, India, the U.S. Gulf of Mexico, Mexico, the North Sea, Brazil, and West Africa. Noble’s shares are traded on the New York Stock Exchange under the symbol “NE”.

-end-

Statements regarding contract commitments, dayrates, contract commencements, 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’s most recent Form 10-K 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.

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Conference Call

Noble will conduct its earnings related conference call on Thursday, April 23, 2009, at 1:00 p.m. Central Daylight Time. Interested parties are invited to listen to the call by dialing (866) 461-7129, or internationally (706) 679-3084, using access code: 72479162 or by asking for the Noble Corporation conference call. A replay of the conference call will be available on Thursday, April 23, 2009, beginning at 5:00 p.m., Central Daylight Time, through Friday, May 1, 2009 ending at 5:00 p.m. Central Daylight Time. The phone number for the conference call replay is (800) 642-1687 or internationally (706) 645-9291, using access code: 72479162. 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.” All individuals listening to the conference call or the replay are reminded that all conference call material is copyrighted by the Company and cannot be recorded or rebroadcast without the Company’s express written consent.

4/22/09

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
	March 31,
	2009			2008
Operating revenues
Contract drilling services	$	872,397		$	797,834
Reimbursables		16,678			32,458
Labor contract drilling services		6,934			30,931
Other		142			202
		896,151			861,425
Operating costs and expenses
Contract drilling services		240,856			235,952
Reimbursables		14,083			29,461
Labor contract drilling services		4,376			25,337
Depreciation and amortization		92,984			82,899
Selling, general and administrative		17,717			21,273
Loss on planned disposal of assets		12,034			—
		382,050			394,922
Operating income		514,101			466,503
Other income (expense)
Interest expense, net of amount capitalized		(521	)		(1,110	)
Interest income and other, net		1,072			3,129
Income before income taxes		514,652			468,522
Income tax provision		(100,357	)		(84,334	)
Net income	$	414,295		$	384,188
Net income per share
Basic	$	1.58		$	1.43
Diluted	$	1.58		$	1.42

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

	March 31,			December 31,
	2009			2008
ASSETS
Current assets
Cash and cash equivalents	$	513,743		$	513,311
Accounts receivable		632,901			644,840
Insurance receivables		22,998			13,516
Prepaid expenses		50,976			21,207
Other current assets		42,659			47,467
Total current assets		1,263,277			1,240,341
Property and equipment
Drilling equipment and facilities		7,626,641			7,423,440
Other		109,724			105,340
		7,736,365			7,528,780
Accumulated depreciation		(1,944,259	)		(1,886,231	)
		5,792,106			5,642,549
Other assets		247,920			219,441
Total assets	$	7,303,303		$	7,102,331
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	—		$	172,698
Accounts payable		218,167			259,107
Accrued payroll and related costs		63,004			75,449
Taxes payable		142,177			107,211
Interest payable		7,269			11,325
Other current liabilities		53,575			53,203
Total current liabilities		484,192			678,993
Long-term debt		750,827			750,789
Deferred income taxes		273,510			265,018
Other liabilities		142,220			116,816
Total liabilities		1,650,749			1,811,616
Commitments and contingencies
Shareholders’ equity
Shares — par value 5.00 Swiss francs per share; 414,399 shares authorized, 138,133 additional shares conditionally authorized, 276,266 shares issued and 261,250 shares outstanding as of March 31, 2009;
Ordinary shares — par value $.10 per share; 400,000 shares authorized; 261,899 shares issued and outstanding at December 31, 2008		1,229,155			26,190
Capital in excess of par value		—			402,115
Retained earnings		4,480,737			4,919,667
Accumulated other comprehensive loss		(57,338	)		(57,257	)
Total shareholders’ equity		5,652,554			5,290,715
Total liabilities and shareholders’ equity	$	7,303,303		$	7,102,331

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

	Three Months Ended
	March 31,
	2009			2008
Cash flows from operating activities
Net income	$	414,295		$	384,188
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		92,984			82,899
Impairment loss on assets		12,034			—
Deferred income tax provision		4,545			9,840
Share-based compensation expense		8,400			8,716
Pension contributions		(1,290	)		(3,183	)
Other, net		(5,875	)		1,380
Other changes in current assets and liabilities:
Accounts receivable		11,939			36,134
Other current assets		(31,729	)		(24,949	)
Accounts payable		23,711			3,278
Other current liabilities		18,820			(5,606	)
Net cash from operating activities		547,834			492,697
Cash flows from investing activities
New construction		(135,576	)		(134,380	)
Other capital expenditures		(89,505	)		(76,673	)
Major maintenance expenditures		(25,639	)		(22,935	)
Accrued capital expenditures		(47,259	)		(32,481	)
Hurricane insurance receivables		—			21,747
Proceeds from disposal of assets		—			282
Net cash from investing activities		(297,979	)		(244,440	)
Cash flows from financing activities
Payments on bank credit facilities		—			(50,000	)
Payments of other long-term debt		(172,700	)		(2,516	)
Net proceeds from employee stock transactions		(5,386	)		115
Dividends paid		(10,470	)		(10,746	)
Repurchases of ordinary shares		(60,867	)		(26,571	)
Net cash from financing activities		(249,423	)		(89,718	)
Net increase in cash and cash equivalents		432			158,539
Cash and cash equivalents, beginning of period		513,311			161,058
Cash and cash equivalents, end of period	$	513,743		$	319,597

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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 March 31,														Three Months Ended December 31,
	2009							2008							2008
	Contract							Contract							Contract
	Drilling							Drilling							Drilling
	Services			Other		Total		Services			Other		Total		Services			Other			Total
Operating revenues
Contract drilling services	$	872,397		$	—	$	872,397	$	797,834		$	—	$	797,834	$	882,538		$	—		$	882,538
Reimbursables		16,156			522		16,678		21,166			11,292		32,458		18,060			1,280			19,340
Labor contract drilling services		—			6,934		6,934		—			30,931		30,931		—			7,732			7,732
Other		127			15		142		187			15		202		530			14			544
	$	888,680		$	7,471	$	896,151	$	819,187		$	42,238	$	861,425	$	901,128		$	9,026		$	910,154
Operating costs and expenses
Contract drilling services	$	240,856		$	—	$	240,856	$	235,952		$	—	$	235,952	$	265,765		$	—		$	265,765
Reimbursables		13,589			494		14,083		18,753			10,708		29,461		14,329			1,212			15,541
Labor contract drilling services		—			4,376		4,376		—			25,337		25,337		—			5,279			5,279
Depreciation and amortization		90,898			2,086		92,984		80,785			2,114		82,899		91,104			2,148			93,252
Selling, general and administrative		17,667			50		17,717		19,896			1,377		21,273		17,073			103			17,176
(Gain)/loss on disposal and planned disposal of assets, net		12,034			—		12,034		—			—		—		—			(964	)		(964	)
	$	375,044		$	7,006	$	382,050	$	355,386		$	39,536	$	394,922	$	388,271		$	7,778		$	396,049
Operating income	$	513,636		$	465	$	514,101	$	463,801		$	2,702	$	466,503	$	512,857		$	1,248		$	514,105
Operating statistics
Jackups:
Average Rig Utilization		86	%						97	%						88	%
Operating Days		3,242							3,601							3,354
Average Dayrate	$	158,359						$	145,337						$	151,601
Semisubmersibles — (6,000 feet or greater):
Average Rig Utilization		100	%						100	%						100	%
Operating Days		630							637							644
Average Dayrate	$	369,988						$	291,924						$	364,180
Semisubmersibles — (less than 6,000 feet):
Average Rig Utilization		100	%						100	%						100	%
Operating Days		270							273							276
Average Dayrate	$	246,118						$	201,699						$	249,603
Drillships:
Average Rig Utilization		62	%						67	%						67	%
Operating Days		168							182							184
Average Dayrate	$	291,854						$	133,665						$	326,170
Submersibles:
Average Rig Utilization		67	%						66	%						67	%
Operating Days		180							179							184
Average Dayrate	$	58,452						$	51,274						$	56,903
Total:
Average Rig Utilization		86	%						94	%						88	%
Operating Days		4,490							4,872							4,642
Average Dayrate	$	194,308						$	163,772						$	190,137

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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
	March 31,
	2009			2008
Allocation of net income
Basic
Net income	$	414,295		$	384,188
Earnings allocated to unvested share-based payment awards		(3,461	)		(2,911	)
Net income to common shareholders — basic	$	410,834		$	381,277
Diluted
Net income	$	414,295		$	384,188
Earnings allocated to unvested share-based payment awards		(3,454	)		(2,890	)
Net income to common shareholders — diluted	$	410,841		$	381,298
Weighted average number of shares outstanding — basic		259,266			266,451
Incremental shares issuable from assumed exercise of stock options		564			1,884
Weighted average number of shares outstanding — diluted		259,830			268,335
Earnings per share
Basic	$	1.58		$	1.43
Diluted	$	1.58		$	1.42

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