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): October 20, 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 October 20, 2010, Noble Corporation (“Company” “we,” “us,” and “our”) issued a press release announcing its financial results for the three and nine months ended September 30, 2010. 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.

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 October 20, 2010, announcing the financial results for the three and nine months ended September 30, 2010.

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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: October 20, 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 October 20, 2010, announcing the financial results for the three and nine months ended September 30, 2010.

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EX-99.1

Exhibit 99.1

Noble Corporation

Dorfstrasse 19a
6340 Baar
Switzerland

PRESS RELEASE

Noble Corporation Reports Third Quarter 2010 Earnings of $0.34 per Diluted Share

ZUG, Switzerland, October 20, 2010 — Noble Corporation (NYSE: NE) today reported third quarter 2010 earnings of $86 million, or $0.34 per diluted share, versus $426 million, or $1.63 per diluted share, for the third quarter of last year. Results for the third quarter 2010 reflect $14 million, or $0.05 cents per share, in transaction costs associated with the acquisition of FDR Holdings Limited (“Frontier”) at the end of July 2010. Contract drilling services revenues for the third quarter of 2010 were $585 million versus $875 million in the third quarter of 2009. The Company generated $271 million in net cash provided by operating activities in the quarter.

“We are pleased to have closed the Frontier transaction during the quarter and commenced a new chapter in our relationship with Shell,” said David W. Williams, Chairman, President and Chief Executive Officer. “However, the continuing and far-reaching effects of the ongoing operational disruption in the U.S. Gulf of Mexico negatively impacted Noble’s third-quarter results. We recognize that the effects of U.S. policies related to offshore drilling will be felt into 2011 and beyond. Noble continues to make progress toward full compliance with the recently released regulatory changes and we look forward to clearing the remainder of these hurdles and returning to work in the near term.”

Noble invested $355 million in capital projects during the quarter and repurchased 4 million shares at an average cost per share of $32.67, bringing the total number of shares repurchased in 2010 to 6.1 million shares as of September 30, 2010. At the end of the third quarter 2010, the Company had approximately 6.8 million shares remaining on its existing repurchase authorization. Debt as a percentage of total capitalization increased to 27.4 percent at September 30, 2010 from approximately 9.4 percent at the end of the second quarter 2010 due to the issuance of $1.25 billion aggregate principal amount of senior unsecured notes in July 2010 to finance the purchase of Frontier and the assumption of approximately $690 million of fully consolidated Bully joint venture project financing debt.

Operations Highlights

At the end of the third quarter 2010, approximately 72 percent of the Company’s available rig operating days were committed for the remainder of 2010 and approximately 49 percent were committed for 2011. The Company’s total backlog at September 30, 2010 was approximately $14 billion.

In the U.S. Gulf of Mexico, the newbuild ultra-deepwater semisubmersible Noble Jim Day is currently undergoing final testing, customer acceptance and certification of the rig’s blowout preventer (BOP) before commencing its contract with Marathon. The Noble Danny Adkins has received certification of its BOP and commenced operations during the quarter at full dayrate. Also, the Noble Amos Runner has received its BOP certification and the unit has recently been substituted for the Noble Lorris Bouzigard at that rig’s same dayrate. The Noble Lorris Bouzigard has been stacked. The Company’s remaining deepwater units in the Gulf are in the process of having their BOPs recertified.

In Mexico, the Noble Earl Frederickson received a contract extension through December 31, 2010 at a dayrate of $62,000 - $64,000 and the Noble Lewis Dugger received an extension of the current direct assignment which extends the contract to November 15, 2010 at a dayrate of $76,000 - $78,000.

In the North Sea, the Noble Julie Robertson received a contract extension through March 31, 2011 at $86,000 - $88,000 per day and a letter of intent for one year at $88,000 - $90,000 per day. The Noble Ronald Hoope contract has been extended until March 31, 2011 at the previously reported dayrate. The Noble George Sauvageau signed a one year contract with its current operator which will extend the rig through December 31, 2011.

In West Africa, the Noble Lloyd Noble received a letter of intent for one well that is expected to begin shortly. In the Middle East, the Noble Scott Marks and Noble Roger Lewis each received three year contracts in Saudi Arabia at dayrates of $236,000 - $238,000 and $131,000 - $133,000 respectively. These rates do not include lump sum payments for mobilization and capital upgrades.

Noble has initiated arbitration proceedings in connection with the Noble Homer Ferrington, currently located in the Mediterranean, with respect to an assignment of the drilling contract between operators. Payment of the dayrate is subject to the resolution of this dispute. The rig has been on standby since April 24, 2010 and continues to be on standby. Pending resolution of the dispute, the Company has not recorded any revenue related to the assignment.

“Looking ahead, while there is little doubt we will be forced to endure continued challenges in the U.S. Gulf as a result of regulatory uncertainty, we remain optimistic about the long-term strength of the Company and the industry,” said Williams. “As clarity increases in the months ahead and we return to work, the Company’s backlog and operating efficiency position us to resume our historical value creation and prepare us for further growth opportunities.”

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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 69 offshore drilling units (including five 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 contract backlog, earnings, costs, revenue, rig demand, fleet condition or performance, shareholder value, contract commitments, dayrates, contract commencements, contract extensions or renewals, letters of intent or award, industry fundamentals, customer relationships, 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 regulatory authorities, customers and other third parties, legislation and regulations affecting drilling operations, compliance with regulatory requirements, costs and difficulties relating to the integration of acquired businesses, 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 third quarter 2010 results on Thursday, October 21, 2010, at 8:00 a.m. U.S. Central Daylight Time. Interested parties are invited to listen to the call by dialing from the U.S. 1-866-461-7129, or +1-706-679-3084 from outside the U.S., using access code: 38611734 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, October 21, 2010, beginning at 11:00 p.m. U.S. Central Daylight Time, through Wednesday, October 27, 2010, ending at 5:00 p.m. U.S. Central Daylight Time. The phone number for the conference call replay is 1-800-642-1687 from the U.S. or, for calls from outside of the U.S., +1-706-645-9291, using access code: 38611734.

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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.”

10/20/2010
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						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Operating revenues
Contract drilling services	$	584,919		$	874,969		$	2,081,075		$	2,615,571
Reimbursables		19,177			22,455			57,163			61,967
Labor contract drilling services		7,887			7,490			23,704			21,843
Other		635			721			1,449			1,277
		612,618			905,635			2,163,391			2,700,658
Operating costs and expenses
Contract drilling services		315,844			250,842			845,870			742,752
Reimbursables		14,351			18,717			44,459			52,081
Labor contract drilling services		5,302			4,642			16,570			13,899
Depreciation and amortization		143,282			103,245			385,366			295,646
Selling, general and administrative		25,482			21,700			71,261			60,901
Loss on asset disposal/involuntary conversion, net		—			2,076			—			31,053
		504,261			401,222			1,363,526			1,196,332
Operating income		108,357			504,413			799,865			1,504,326
Other income (expense)
Interest expense, net of amount capitalized		(4,144	)		(379	)		(5,119	)		(1,261	)
Interest income and other, net		2,561			2,605			7,193			4,995
Income before income taxes		106,774			506,639			801,939			1,508,060
Income tax provision		(20,287	)		(80,556	)		(126,801	)		(275,833	)
Net income		86,487			426,083			675,138			1,232,227
Net income attributable to noncontrolling interests		(467	)		—			(467	)		—
Net income attributable to Noble Corporation	$	86,020		$	426,083		$	674,671		$	1,232,227
Net income per share
Basic	$	0.34		$	1.63		$	2.63		$	4.72
Diluted	$	0.34		$	1.63		$	2.62		$	4.70

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

	September 30,			December 31,
	2010			2009
ASSETS
Current assets
Cash and cash equivalents	$	367,242		$	735,493
Accounts receivable		487,029			647,454
Prepaid expenses and other current assets		133,786			100,243
Total current assets		988,057			1,483,190
Property and equipment
Drilling equipment and facilities		11,981,111			8,666,750
Other		167,290			143,477
Total property and equipment		12,148,401			8,810,227
Accumulated depreciation		(2,468,867	)		(2,175,775	)
Net property and equipment		9,679,534			6,634,452
Other assets		338,833			279,254
Total assets	$	11,006,424		$	8,396,896
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long term debt	$	52,650		$	—
Accounts payable		277,944			197,800
Accrued payroll and related costs		127,046			100,167
Taxes payable		35,751			68,760
Other current liabilities		96,051			67,220
Total current liabilities		589,442			433,947
Long-term debt		2,670,701			750,946
Deferred income taxes		270,645			300,231
Other liabilities		274,546			123,340
Total liabilities		3,805,334			1,608,464
Commitments and contingencies
Shareholders’ equity
Shares		947,710			1,130,607
Additional paid-in capital		31,350			—
Retained earnings		6,531,742			5,855,737
Treasury shares		(373,813	)		(143,031	)
Accumulated other comprehensive loss		(60,994	)		(54,881	)
Total shareholders’ equity		7,075,995			6,788,432
Noncontrolling interests		125,095			—
Total equity		7,201,090			6,788,432
Total liabilities and equity	$	11,006,424		$	8,396,896

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

	Nine Months Ended
	September 30,
	2010			2009
Cash flows from operating activities
Net income	$	675,138		$	1,232,227
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		385,366			295,646
Loss on asset disposal/involuntary conversion, net		—			31,053
Deferred income tax provision		(29,586	)		29,916
Share-based compensation expense		26,906			28,543
Pension contributions		(8,249	)		(13,022	)
Net change in other assets and liabilities		236,122			(89,150	)
Net cash from operating activities		1,285,697			1,515,213
Cash flows from investing activities
New construction		(381,928	)		(457,233	)
Other capital expenditures		(439,921	)		(342,399	)
Major maintenance expenditures		(64,244	)		(93,112	)
Accrued capital expenditures		4,213			(44,493	)
Acquisition of FDR Holdings Limited, net of cash acquired		(1,629,644	)		—
Net cash from investing activities		(2,511,524	)		(937,237	)
Cash flows from financing activities
Payments of long-term debt		—			(172,700	)
Proceeds from issuance of joint venture partner notes		35,000			—
Proceeds from issuance of long-term debt, net		1,238,074			—
Proceeds from employee stock transactions		9,703			9,371
Settlements of interest rate swap agreements		(2,041	)		—
Dividends/par value reduction payments		(193,869	)		(35,093	)
Repurchases of employee shares for taxes		(9,961	)		(6,475	)
Repurchases of shares		(219,330	)		(130,297	)
Net cash from financing activities		857,576			(335,194	)
Net increase in cash and cash equivalents		(368,251	)		242,782
Cash and cash equivalents, beginning of period		735,493			513,311
Cash and cash equivalents, end of period	$	367,242		$	756,093

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

	Three Months Ended September 30,															Three Months Ended June 30,
	2010								2009							2010
	Contract								Contract							Contract
	Drilling								Drilling							Drilling
	Services			Other			Total		Services			Other		Total		Services			Other			Total
Operating revenues
Contract drilling services	$	584,919		$	—		$	584,919	$	874,969		$	—	$	874,969	$	687,510		$	—		$	687,510
Reimbursables		18,488			689			19,177		21,511			944		22,455		12,989			764			13,753
Labor contract drilling services		—			7,887			7,887		—			7,490		7,490		—			8,056			8,056
Other		635			—			635		509			212		721		603			—			603
	$	604,042		$	8,576		$	612,618	$	896,989		$	8,646	$	905,635	$	701,102		$	8,820		$	709,922
Operating costs and expenses
Contract drilling services	$	315,844		$	—		$	315,844	$	250,842		$	—	$	250,842	$	275,595		$	—		$	275,595
Reimbursables		13,696			655			14,351		17,811			906		18,717		9,626			739			10,365
Labor contract drilling services		—			5,302			5,302		—			4,642		4,642		—			5,380			5,380
Depreciation and amortization		140,199			3,083			143,282		100,669			2,576		103,245		123,379			2,848			126,227
Selling, general and administrative		25,220			262			25,482		21,629			71		21,700		23,561			247			23,808
Loss on asset disposal/involuntary conversion, net		—			—			—		2,076			—		2,076		—			—			—
	$	494,959		$	9,302		$	504,261	$	393,027		$	8,195	$	401,222	$	432,161		$	9,214		$	441,375
Operating income	$	109,083		$	(726	)	$	108,357	$	503,962		$	451	$	504,413	$	268,941		$	(394	)	$	268,547
Operating statistics
Jackups:
Average Rig Utilization		77	%							80	%						81	%
Operating Days		3,032								3,183							3,183
Average Dayrate	$	90,791							$	143,388						$	96,677
Semisubmersibles — (6,000 feet or greater):
Average Rig Utilization		89	%							98	%						92	%
Operating Days		736								631							750
Average Dayrate	$	203,316							$	434,435						$	355,450
Semisubmersibles — (less than 6,000 feet):
Average Rig Utilization		94	%							100	%						100	%
Operating Days		321								276							273
Average Dayrate	$	102,589							$	261,167						$	253,697
Drillships:
Average Rig Utilization		100	%							100	%						67	%
Operating Days		468								276							182
Average Dayrate	$	229,963							$	243,186						$	242,045
Submersibles/others:
Average Rig Utilization		26	%							42	%						0	%
Operating Days		64								78							—
Average Dayrate	$	304,000							$	65,944						$	—
Total:
Average Rig Utilization		79	%							83	%						80	%
Operating Days		4,621								4,444							4,388
Average Dayrate	$	126,581							$	196,900						$	156,683

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						Nine months ended
	September 30,						September 30,
	2010			2009			2010			2009
Allocation of net income
Basic
Net income	$	86,020		$	426,083		$	674,671		$	1,232,227
Earnings allocated to unvested share-based payment awards		(828	)		(4,520	)		(6,416	)		(12,176	)
Net income to common shareholders — basic	$	85,192		$	421,563		$	668,255		$	1,220,051
Diluted
Net income	$	86,020		$	426,083		$	674,671		$	1,232,227
Earnings allocated to unvested share-based payment awards		(825	)		(4,505	)		(6,394	)		(12,141	)
Net income to common shareholders — diluted	$	85,195		$	421,578		$	668,277		$	1,220,086
Weighted average number of shares outstanding — basic		252,513			257,913			253,944			258,550
Incremental shares issuable from assumed exercise of stock options		672			925			855			778
Weighted average number of shares outstanding — diluted		253,185			258,838			254,799			259,328
Weighted average unvested share-based payment awards		2,453			2,765			2,438			2,581
Earnings per share
Basic	$	0.34		$	1.63		$	2.63		$	4.72
Diluted	$	0.34		$	1.63		$	2.62		$	4.70