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 14, 2011

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

NOBLE CORPORATION
(Exact name of registrant as specified in its charter)

Cayman Islands	001-31306	98-0366361
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Suite 3D Landmark Square 64 Earth Close P.O. Box 31327 Georgetown, Grand Cayman, Cayman Islands, BWI	KY-1 1206
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (345) 938-0293

(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))

This combined Current Report on Form 8-K is separately filed or (to the extent indicated below) furnished by Noble Corporation, a Swiss corporation (“Noble-Swiss”), and Noble Corporation, a Cayman Islands company (“Noble-Cayman”). Noble-Cayman makes no representation as to information relating to Noble-Swiss or any other affiliate or subsidiary of Noble-Swiss (except as it may relate to Noble-Cayman). This report should be read in its entirety as it pertains to each of Noble-Swiss and Noble-Cayman. Any reference in this filing to “Noble,” “Noble Corporation,” the “Company,” “we,” “us,” “our,” and words of similar meaning refer collectively to Noble-Swiss and its consolidated subsidiaries, including Noble-Cayman.

Item 2.06 Material Impairments.

The dynamically positioned deepwater drillship Noble Muravlenko is currently operating in Brazil under a drilling contract between the Company and Petroleo Brasileiro S.A. (“Petrobras”). Under the terms of that drilling contract, and as we have previously disclosed, we had agreed to conduct a reliability upgrade to the Noble Muravlenko, which was scheduled to occur in 2013.

In December 2010, one of our subsidiaries entered into a memorandum of understanding (“MOU”) with Petrobras under which we would substitute, upon the terms and subject to the conditions described in the MOU, the dynamically positioned deepwater drillship Noble Phoenix for the Noble Muravlenko to perform the drilling contract with Petrobras in Brazil. We believe this substitution will address certain reliability issues faced by the Noble Muravlenko. The Noble Phoenix is currently under contract with Shell in Southeast Asia. On January 14, 2011, one of our subsidiaries entered into a letter of intent (“LOI”) with Shell regarding the release of the Noble Phoenix and a five and a half year commitment by Shell on a newbuild ultra-deepwater drillship that is expected to commence in the second half of 2013.

We have decided, after analyzing available alternatives, that we will not proceed with the reliability upgrade to the Noble Muravlenko at this time. On January 14, 2011, we notified the shipyard that the upgrade project was being cancelled. On January 14, 2011, as a result of the cancellation of the upgrade to the Noble Muravlenko, we concluded that the Company will be required to incur an asset impairment charge currently estimated to be approximately $40 million in the first quarter of 2011. The impairment charge is not expected to result in future cash expenditures. We are exploring alternatives and potential opportunities for the Noble Muravlenko.

Statements regarding the timing and amount of the impairment charge, completion of the transactions contemplated by the MOU and LOI, the effect of the substitution of the Noble Phoenix and plans for the Noble Muravlenko and Noble Phoenix, as well as any other statements that are not historical facts in this Current Report, are forward-looking statements that involve certain risks, uncertainties and assumptions. These statements include but are not limited to completion of accounting and financial statement preparation processes, actions by Petrobras, Shell and other third parties, Petrobras board approval, negotiation of and agreement on final documentation contemplated by the MOU and LOI 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.

Item 7.01 Regulation FD Disclosure.

On January 17, 2011, we issued a press release announcing, among other things, (1) the signing of the LOI with Shell described above, (2) the signing of the MOU with Petrobras described above and (3) that Noble would not proceed with the previously announced reliability upgrade to the Noble Muravlenko and take an impairment charge as described above. The press release is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01. The press release is being furnished and shall not be deemed to be filed.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits.

EXHIBIT
NUMBER		DESCRIPTION
99.1	—	Press Release Issued by Noble Corporation on January 17, 2011.

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.

Date: January 18, 2011

NOBLE CORPORATION, a Swiss corporation

By: /s/ Thomas L. Mitchell            
Thomas L. Mitchell
Senior Vice President and Chief Financial Officer

NOBLE CORPORATION, a Cayman Islands company

By: /s/ Alan R. Hay                    
Alan R. Hay
Vice President

INDEX TO EXHIBITS

EXHIBIT
NUMBER		DESCRIPTION
99.1	—	Press Release Issued by Noble Corporation on January 17, 2011.

EX-99.1

Exhibit 99.1

Noble Corporation
Dorfstrasse 19a
6340 Baar
Switzerland

Press Release

NOBLE CORPORATION ANNOUNCES LETTER OF INTENT FOR NEW FIVE AND A
HALF YEAR CONTRACT AND PROVIDES UPDATE ON BRAZIL OPERATIONS

ZUG, Switzerland, January 17, 2011 — Noble Corporation (NYSE:NE) today announced that a subsidiary has signed a Letter of Intent (“LOI”) with a subsidiary of Royal Dutch Shell plc for a new five and one-half year drilling contract on a newbuild ultra-deepwater drillship that is expected to commence in the second half of 2013. The companies have agreed to model the drilling contract terms and conditions on the recently announced Noble Globetrotter II contract whereby a unit of at least the Noble Globetrotter II‘s capabilities would receive a base operating dayrate of $410,000 and be eligible for a 15 percent performance bonus. In addition, the LOI provides for a lump sum mobilization fee of approximately $18 million and a separate performance-based lump sum amount of $10 million subject to the achievement of certain criteria. Capabilities include 10,000 foot water depth capability, 200 man quarters and DP-3 station keeping. The Company is currently reviewing potential newbuild options for fulfilling this contract and expects to provide more clarity in the future. The LOI is subject to certain conditions, including Shell board approval.

Update to Brazil Operations

Noble also announced the signing of a Memorandum of Understanding (“MOU”) with Petroleo Brasileiro S.A. (“Petrobras”) regarding operations in Brazil. Under the terms of the MOU, Noble would substitute the dynamically positioned deepwater drillship Noble Phoenix, currently under contract with Shell in Southeast Asia, for the dynamically positioned drillship Noble Muravlenko. The Noble Muravlenko is currently operating under a six-year contract with Petrobras ending in 2015 at a base dayrate of $290,000, exclusive of a potential performance bonus of 15 percent. After the substitution, the Noble Phoenix would operate under the same terms. The swap of the Noble Phoenix for the Noble Muravlenko is expected to address certain reliability issues faced by the Noble Muravlenko. Upon release by Shell, the Noble Phoenix will undergo limited contract preparations, after which the unit would mobilize to Brazil. Noble expects that acceptance of the Noble Phoenix in Brazil by Petrobras would take place in the fourth quarter of 2011. The Noble Muravlenko is expected to continue operating in Brazil until the arrival and acceptance of the Noble Phoenix. Associated with the cancelation of the contract on the Noble Phoenix, the Company anticipates booking a first quarter 2011 non-cash gain of approximately $55 million. The gain is not taxable.

Noble has decided, after analyzing available alternatives, that it will not proceed with the previously announced reliability upgrade to the Noble Muravlenko that was scheduled to take place in 2013. As a result of the cancellation of the upgrade, Noble expects that its first quarter 2011 results will include an associated non-cash impairment charge currently estimated to be approximately $40 million. There is no tax effect to the charge. The Company has already begun exploring alternatives and potential opportunities for the Noble Muravlenko. The upgrade projects on the Noble Leo Segerius and Noble Roger Eason are expected to go forward and the Company anticipates that the Noble Leo Segerius will enter the shipyard in Brazil in the first quarter of 2011 to commence its upgrade.

The transactions contemplated by the MOU are contingent on Petrobras board approval and execution of definitive agreements with Petrobras. The Company’s ability to deliver the Noble Phoenix is subject to the release of the unit by Shell.

“These arrangements address key issues for both our customers,” said David W. Williams, Chairman, President and Chief Executive Officer, Noble Corporation. “We are pleased to be able to provide Petrobras with a rig with the capabilities of the Noble Phoenix and in doing so assist Shell in meeting its goals. Furthermore, the commitment on another long-term contract for a newbuild ultra-deepwater drillship beginning in 2013 adds even more strength to our ultra-deepwater fleet and to our backlog story. We look forward to continuing to meet the needs of these two important customers in the years ahead.”

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 71 offshore drilling units (including six drilling 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, West Africa and Asian Pacific. Noble also owns and operates a dynamically positioned floating production, storage, offloading vessel. 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 the timing and amount of the gain and impairment charge, completion of the transactions contemplated by the MOU and LOI, plans for the Noble Phoenix and Noble Muravlenko, timing of the mobilization and acceptance of the Noble Phoenix, terms of a drilling contract with Petrobras for the Noble Phoenix, terms of a drilling contract with Shell for a deepwater unit, dayrates, realization of potential bonuses, unit capabilities, construction and upgrades, 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 completion of accounting and financial statement preparation processes, actions by Shell, Petrobras and other third parties, including obtaining necessary corporate approvals, the negotiation of and agreement on final documentation, challenges in providing an acceptable deepwater unit on a timely basis, governmental actions, litigation risks, operating hazards and delays, risks associated with operations outside of the U.S., factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors that affect time in the shipyard, weather conditions, the future prices 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.

NC- 536
1/17/2011

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 — Corporate Communications,
	Noble Drilling Services Inc., 281-276-6729