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 26, 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

(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 26, 2011, Noble Corporation (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 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 January 26, 2011, announcing the financial results for the three and twelve months ended December 31, 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: January 26, 2011	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 26, 2011, announcing the financial results for the three and twelve months ended December 31, 2010.

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EX-99.1

Exhibit 99.1

Noble Corporation
Dorfstrasse 19a
6340 Baar
Switzerland

PRESS RELEASE

Noble Corporation Reports 2010 Earnings of $3.02 per Share on Revenues of $2.8 Billion

ZUG, Switzerland, January 26, 2011 — Noble Corporation (NYSE: NE) today reported fourth quarter 2010 earnings of $99 million, or $0.39 per diluted share, versus $446 million, or $1.72 per diluted share, for the fourth quarter of 2009. Contract drilling services revenues for the fourth quarter of 2010 were $614 million versus $894 million in the fourth quarter of 2009. Earnings for the full year 2010 totaled $3.02 per diluted share compared with $6.42 per diluted share in 2009.

“2010 will be remembered as one of the most challenging years this industry has ever experienced,” said David Williams, Chairman, President and Chief Executive Officer. “However, Noble’s core values and strengths enabled us to not only weather the storm, but to do so while maintaining operational excellence, improving safety, expanding our geographic diversity and adding significant contract backlog with key customers.”

Contract drilling services revenues for the fourth quarter 2010 were $614 million, down 31 percent from the year-earlier quarter. Contract drilling margins for the fourth quarter 2010 were approximately 46 percent, generating $369 million in net cash provided by operating activities during the quarter and $1.7 billion for full year 2010. The Company invested $537 million in capital projects during the quarter, bringing full-year capital spending for 2010 to $1.4 billion. Debt as a percentage of total capitalization increased slightly to 27.5 percent at December 31, 2010, from approximately 27.4 percent at the end of the third quarter 2010.

Fourth Quarter Highlights

At year end 2010, approximately 53 percent of the Company’s available rig operating days was committed for 2011 and approximately 31 percent was committed for 2012. The Company’s total backlog at December 31, 2010 was approximately $12.7 billion.

In the U.S. Gulf of Mexico, the Noble Danny Adkins resumed work for Shell on full rate in late December. The completion work being performed by the Adkins is expected to last until early February after which time the rig could return to standby rate if Shell does not have another work scope approved. Subsea systems in the Gulf of Mexico, including BOP stacks, have been certified by third parties on the Noble Amos Runner, Noble Clyde Boudreaux, Noble Danny Adkins, Noble Jim Day, Noble Paul Romano, and most recently, the Noble Jim Thompson.

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In Mexico, the Noble John Sandifer and the Noble Sam Noble each received short-term extensions beginning early January at dayrates of $74,000-$76,000. In the North Sea, the Noble Byron Welliver received a contract for approximately six months plus two priced option wells beginning early June at a dayrate of $88,000-$91,000. The Noble Lynda Bossler’s work with its current customer has been extended by approximately three months. The Noble Homer Ferrington is expected to begin a two-well assignment at the end of the first quarter.

In West Africa, the Noble Lloyd Noble is expected to begin a six-month contract in early February 2011. In the Middle East, the Noble Roy Rhodes received a two—month contract beginning early April 2011 at a dayrate of $88,000-$90,000, after which it will move to a dayrate of $92,000-$94,000 for a five-month contract as of mid May 2011. Also during the quarter, the Noble Joe Beall began a six-month contract for accommodation work at a dayrate of $53,000-$55,000.

In December, Noble announced the construction of two JU3000N high-specification jackups with total costs of $220 million per rig. The Company has options to construct up to four additional units exercisable before year-end 2011. In January, Noble also announced plans to construct two ultra-deepwater drillships at a cost of $605 million per unit. This contract contains options for up to two additional units which must be exercised by early May 2011. One of the drillships has received a Letter of Intent to work for Shell upon delivery in 2013 at a base dayrate of $410,000. The unit will be eligible for a 15 percent performance bonus.

“These newbuild announcements reinforce our strategy of adding high-specification rigs to our fleet at investment levels we believe will generate solid returns,” said Williams. “Since 2005, we have more than doubled Noble’s floating fleet, and upon completion of our existing newbuild program, we expect to have twelve ultra-deepwater units deployed in major petroleum basins around the world. Likewise, the JU3000N units will continue the modernization of our jackup fleet and be some of the most capable rigs in the world. These newbuilds, each to be constructed under turnkey contracts with proven shipyards, are expected to deliver value for many years to come.”

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 73 offshore drilling units (including eight 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.

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Statements regarding contract backlog, earnings, costs, revenue, rig demand, fleet condition or performance, shareholder value, timing of delivery of newbuilds, 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, delays in the construction of newbuilds, 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 also has scheduled a conference call and webcast related to its fourth-quarter and full-year 2010 results on Thursday, January 27, 2011, 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: 27248251 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 27, 2011, beginning at 11:00 a.m. U.S. Central Standard Time, through Thursday, February 10, 2011, 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: 27248251. 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.”

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1/26/2011

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 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,
	2010			2009			2010			2009
Operating revenues
Contract drilling services	$	614,418		$	894,184		$	2,695,493		$	3,509,755
Reimbursables		19,668			37,234			76,831			99,201
Labor contract drilling services		8,816			8,455			32,520			30,298
Other		883			253			2,332			1,530
		643,785			940,126			2,807,176			3,640,784
Operating costs and expenses
Contract drilling services		331,930			264,012			1,177,800			1,006,764
Reimbursables		14,955			32,954			59,414			85,035
Labor contract drilling services		5,486			4,928			22,056			18,827
Depreciation and amortization		154,463			112,667			539,829			408,313
Selling, general and administrative		20,736			19,361			91,997			80,262
Loss on asset disposal/involuntary conversion, net		—			(214	)		—			30,839
		527,570			433,708			1,891,096			1,630,040
Operating income		116,215			506,418			916,080			2,010,744
Other income (expense)
Interest expense, net of amount capitalized		(4,338	)		(424	)		(9,457	)		(1,685	)
Interest income and other, net		2,693			1,848			9,886			6,843
Income before income taxes		114,570			507,842			916,509			2,015,902
Income tax provision		(16,276	)		(61,427	)		(143,077	)		(337,260	)
Net income		98,294			446,415			773,432			1,678,642
Net income attributable to noncontrolling interests		464			—			(3	)		—
Net income attributable to Noble Corporation	$	98,758		$	446,415		$	773,429		$	1,678,642
Net income per share
Basic	$	0.39		$	1.72		$	3.03		$	6.44
Diluted	$	0.39		$	1.72		$	3.02		$	6.42

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

	December 31,			December 31,
	2010			2009
ASSETS
Current assets
Cash and cash equivalents	$	337,871		$	735,493
Accounts receivable		387,414			647,454
Prepaid expenses and other current assets		105,443			100,243
Total current assets		830,728			1,483,190
Property and equipment
Drilling equipment and facilities		12,471,283			8,666,750
Other		172,583			143,477
Total property and equipment		12,643,866			8,810,227
Accumulated depreciation		(2,595,779	)		(2,175,775	)
Net property and equipment		10,048,087			6,634,452
Other assets		342,506			279,254
Total assets	$	11,221,321		$	8,396,896
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long term debt	$	80,213		$	—
Accounts payable		374,814			197,800
Accrued payroll and related costs		125,663			100,167
Taxes payable		15,382			68,760
Other current liabilities		124,309			67,220
Total current liabilities		720,381			433,947
Long-term debt		2,686,484			750,946
Deferred income taxes		258,822			300,231
Other liabilities		268,001			123,340
Total liabilities		3,933,688			1,608,464
Commitments and contingencies
Shareholders’ equity
Shares		917,684			1,130,607
Additional paid-in capital		39,006			—
Retained earnings		6,630,500			5,855,737
Treasury shares		(373,967	)		(143,031	)
Accumulated other comprehensive loss		(50,220	)		(54,881	)
Total shareholders’ equity		7,163,003			6,788,432
Noncontrolling interests		124,630			—
Total equity		7,287,633			6,788,432
Total liabilities and equity	$	11,221,321		$	8,396,896

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

	Twelve Months Ended
	December 31,
	2010			2009
Cash flows from operating activities
Net income	$	773,432		$	1,678,642
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		539,829			408,313
Loss on asset disposal/involuntary conversion, net		—			30,839
Deferred income tax provision		(41,409	)		36,866
Share-based compensation expense		34,930			37,995
Pension contributions		(16,464	)		(17,639	)
Net change in other assets and liabilities		364,058			(38,300	)
Net cash from operating activities		1,654,376			2,136,716
Cash flows from investing activities
New construction		(653,269	)		(717,148	)
Other capital expenditures		(666,673	)		(594,957	)
Major maintenance expenditures		(103,542	)		(119,393	)
Accrued capital expenditures		139,185			(63,561	)
Acquisition of FDR Holdings Limited, net of cash acquired		(1,629,644	)		—
Net cash from investing activities		(2,913,943	)		(1,495,059	)
Cash flows from financing activities
Borrowings on bank credit facilities		40,000			—
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		11,828			12,168
Settlements of interest rate swap agreements		(6,186	)		—
Dividends/par value reduction payments		(227,326	)		(47,939	)
Repurchases of employee shares for taxes		(10,115	)		(7,106	)
Repurchases of shares		(219,330	)		(203,898	)
Net cash from financing activities		861,945			(419,475	)
Net change in cash and cash equivalents		(397,622	)		222,182
Cash and cash equivalents, beginning of period		735,493			513,311
Cash and cash equivalents, end of period	$	337,871		$	735,493

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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,
	2010								2009									2010
	Contract								Contract									Contract
	Drilling								Drilling									Drilling
	Services			Other			Total		Services			Other			Total			Services			Other			Total
Operating revenues
Contract drilling services	$	614,418		$	—		$	614,418	$	894,184		$	—		$	894,184		$	584,919		$	—		$	584,919
Reimbursables		19,179			489			19,668		36,199			1,035			37,234			18,488			689			19,177
Labor contract drilling services		—			8,816			8,816		—			8,455			8,455			—			7,887			7,887
Other		883			—			883		253			—			253			635			—			635
	$	634,480		$	9,305		$	643,785	$	930,636		$	9,490		$	940,126		$	604,042		$	8,576		$	612,618
Operating costs and expenses
Contract drilling services	$	331,930		$	—		$	331,930	$	264,012		$	—		$	264,012		$	315,844		$	—		$	315,844
Reimbursables		14,483			472			14,955		31,967			987			32,954			13,696			655			14,351
Labor contract drilling services		—			5,486			5,486		—			4,928			4,928			—			5,302			5,302
Depreciation and amortization		151,256			3,207			154,463		110,054			2,613			112,667			140,199			3,083			143,282
Selling, general and administrative		20,571			165			20,736		19,297			64			19,361			25,220			262			25,482
Loss on asset disposal/involuntary conversion, net		—			—			—		—			(214	)		(214	)		—			—			—
	$	518,240		$	9,330		$	527,570	$	425,330		$	8,378		$	433,708		$	494,959		$	9,302		$	504,261
Operating income	$	116,240		$	(25	)	$	116,215	$	505,306		$	1,112		$	506,418		$	109,083		$	(726	)	$	108,357
Operating statistics
Jackups:
Average Rig Utilization		76	%							81	%								77	%
Operating Days		3,019								3,218									3,032
Average Dayrate	$	83,023							$	131,975								$	90,791
Semisubmersibles
Average Rig Utilization		69	%							100	%								90	%
Operating Days		826								997									1,057
Average Dayrate	$	241,483							$	396,302								$	172,727
Drillships:
Average Rig Utilization		90	%							100	%								100	%
Operating Days		495								276									468
Average Dayrate	$	302,753							$	269,615								$	229,963
FPSO/Submersibles:
Average Rig Utilization		11	%							0	%								26	%
Operating Days		31								—									64
Average Dayrate	$	465,616							$	—								$	304,000
Total:
Average Rig Utilization		73	%							83	%								79	%
Operating Days		4,371								4,491									4,621
Average Dayrate	$	140,554							$	199,122								$	126,581

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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,
	2010			2009			2010			2009
Allocation of net income
Basic
Net income attributable to Noble Corporation	$	98,758		$	446,415		$	773,429		$	1,678,642
Earnings allocated to unvested share-based payment awards		(952	)		(4,647	)		(7,497	)		(16,811	)
Net income to common shareholders — basic	$	97,806		$	441,768		$	765,932		$	1,661,831
Diluted
Net income attributable to Noble Corporation	$	98,758		$	446,415		$	773,429		$	1,678,642
Earnings allocated to unvested share-based payment awards		(950	)		(4,628	)		(7,481	)		(16,758	)
Net income to common shareholders — diluted	$	97,808		$	441,787		$	765,948		$	1,661,884
Weighted average number of shares outstanding — basic		250,687			256,507			253,123			258,035
Incremental shares issuable from assumed exercise of stock options		687			1,090			813			856
Weighted average number of shares outstanding — diluted		251,374			257,597			253,936			258,891
Weighted average unvested share-based payment awards		2,439			2,699			2,438			2,611
Earnings per share
Basic	$	0.39		$	1.72		$	3.03		$	6.44
Diluted	$	0.39		$	1.72		$	3.02		$	6.42

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