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): September 24, 2013

NOBLE CORPORATION

(Exact name of Registrant as specified in its charter)

Switzerland	000-53604	98-0619597
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

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

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

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:

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

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

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

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

Item 8.01 Other Events.

On September 24, 2013, Noble Corporation, a Swiss corporation (the “Company”), announced that the Company’s board of directors approved a plan to separate the Company’s standard specification drilling business (the “Plan”), which, if consummated, will result in the creation of two separate offshore drilling companies. A copy of the Company’s press release is filed as Exhibit 99.1 and is incorporated by reference herein.

On September 24, 2013, David W. Williams, the Company’s Chairman, President and Chief Executive Officer, distributed a letter to all employees of the Company in connection with the announcement of the proposed Plan. A copy of the letter is filed as Exhibit 99.2 and is incorporated by reference herein.

On September 24, 2013, the Company distributed to all employees of the Company and posted on its website “Frequently Asked Questions” in connection with the announcement of the proposed Plan. A copy of the “Frequently Asked Questions” is filed as Exhibit 99.3 and is incorporated by reference herein.

Forward-Looking Statements

This Current Report and the exhibits hereto may contain “forward-looking statements” about the business, financial performance and prospects of the Company. Statements about the Company’s or management’s plans, intentions, expectations, beliefs, estimates, predictions, or similar expressions for the future, including those regarding the Plan, the timing thereof, the timing of the shareholders’ meeting to vote on actions required to effect the Plan and the expected benefits of the Plan, are forward-looking statements that involve risks, uncertainties and assumptions. No assurance can be given that the outcomes of these forward-looking statements will be realized, and actual results could differ materially from those expressed as a result of various factors. A discussion of some of these factors, including risks and uncertainties, is set forth from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”).

Important Additional Information Regarding the Proposed Plan will be Filed with the SEC

In connection with the shareholder vote on actions required to effect the proposed Plan, the Company will file with the SEC and mail to its shareholders a proxy statement. INVESTORS ARE ADVISED TO READ THE PROXY STATEMENT CAREFULLY AND ANY OTHER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED PLAN. Investors may obtain a free copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s web site at www.sec.gov or at the Company’s website at www.noblecorp.com. Investors will also be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents by directing a request by mail or telephone to Investor Relations, Noble Corporation, Dorfstrasse 19A, 6340 Baar, Zug, Switzerland, telephone 41(41)761-65-55.

Participants in Solicitation

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from its shareholders with respect to the proposed Plan. Information about these persons is set forth in the Company’s proxy statement relating to its 2013 Annual General Meeting of Shareholders, as filed with the SEC on March 11, 2013, and in any documents subsequently filed by its directors and officers under the Securities Exchange Act of 1934, as amended. Investors may obtain additional information regarding the interests of such persons, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed Plan that will be filed with the SEC.

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER		DESCRIPTION
99.1	—	Press Release dated September 24, 2013.
99.2	—	Letter from Noble Corporation’s Chairman, President and Chief Executive Officer to all Noble employees dated September 24, 2013.
99.3	—	Frequently Asked Questions of Noble Employees dated September 24, 2013.

3

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, a Swiss corporation
Date: September 24, 2013
	By:	/s/ James A. MacLennan
		James A. MacLennan Senior Vice President and Chief Financial Officer

4

INDEX TO EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
99.1	—	Press Release dated September 24, 2013.
99.2	—	Letter from Noble Corporation’s Chairman, President and Chief Executive Officer to all Noble employees dated September 24, 2013.
99.3	—	Frequently Asked Questions of Noble Employees dated September 24, 2013.

5

EX-99.1

Exhibit 99.1

Noble Corporation Dorfstrasse 19a 6340 Baar Switzerland

Press Release

Noble Corporation Announces Plan to Create

Independent Standard Specification Drilling Company

ZUG, Switzerland, September 24, 2013 – Noble Corporation (NYSE: NE) announced today that its Board of Directors has approved a plan to separate a business comprised of many of its standard specification drilling units, resulting in the creation of two separate and highly focused offshore drilling companies. The drilling units that would be owned and operated by the new company comprise most of the standard specification drilling units in the Noble fleet, including five drillships, three semisubmersibles, 34 jackups, two submersibles, and one FPSO. The new company would also be responsible for the Hibernia platform operations. Noble will continue to own and operate its high-specification assets with particular operating focus in deepwater and ultra-deepwater markets for drillships and semisubmersibles and harsh environment and high-specification markets for jackups.

The plan approved by the Board of Directors involves the separation of the standard specification business through the distribution of the shares of the new company to Noble shareholders in a spin-off that would be tax-free to shareholders. Subject to business, market, regulatory and other considerations, the separation may be preceded by an initial public offering of up to 20 percent of the shares of the new company. Consummation of the transaction is contingent upon the receipt of a tax ruling from the IRS, which Noble expects to receive soon. If Noble proceeds with the IPO as part of the spin-off, Noble expects that the new company would file a registration statement for the IPO with the U.S. Securities and Exchange Commission in late 2013 or early 2014. The transaction is also subject to the approval of Noble’s shareholders, which the company anticipates seeking in the second quarter of 2014. Noble anticipates that the spin-off would be completed by the end of 2014. Noble expects that the new company would use the net proceeds from borrowings by the new company (and the IPO if undertaken) to repay to Noble the debt the new company would incur to Noble in order to acquire the standard specification business and assets from Noble. Noble expects that, in turn, it would use such proceeds to repay outstanding indebtedness of Noble and its subsidiaries.

The purpose of the separation is to:

• separate Noble’s existing rig fleet into high specification and deepwater and ultra-deepwater assets, which will remain with Noble, and many standard specification assets, which will comprise the new company’s fleet, as set forth in the attachment to this release;

• allow each company to have a more focused business and operational strategy;

• enhance each company’s growth potential and overall valuation of its assets;

• provide each company with a greater ability to make business and operational decisions in the best interests of its particular business and to allocate capital and corporate resources with a focus on achieving its strategic priorities;

• better utilize the professionalism and skills of Noble’s team and culture to deliver excellent service, safety and operational integrity to its customers;

• improve each company’s ability to attract and retain individuals with the appropriate skill sets as well as to better align compensation and incentives with the performance of these different businesses; and

• allow the financial markets and investors to evaluate each company more effectively.

David W. Williams, who will remain as Chairman, President and Chief Executive Officer of Noble, said, “The purpose of the separation is for Noble to move forward with our development as a robust high specification and deepwater drilling company through continued execution of newbuilds and fleet enhancements. By separating these two businesses, we believe each company will be able to better leverage the overall value of its fleet by focusing on the drivers of its particular business.”

There can be no assurance that Noble’s proposed plan will lead to an initial public offering or spin-off of the new company or any other transaction, or that if any transaction is pursued, that it will be consummated. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities. This announcement is being issued pursuant to, and in accordance with, Rule 135 under the Securities Act of 1933, as amended.

Due to limitations imposed by U.S. securities laws, Noble will not hold a conference call to discuss the contents of this release.

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 79 offshore drilling units (including three ultra-deepwater drillships and six high-specification jackup drilling rigs currently under construction), located worldwide, including in the U.S. Gulf of Mexico and Alaska, Mexico, Brazil, the North Sea, the Mediterranean, West Africa, the Middle East, India, Malaysia and Australia. Noble’s shares are traded on the New York Stock Exchange under the symbol “NE.”

This release contains forward-looking statements. Statements regarding the pursuit, consummation or benefits of the proposed separation, anticipated timing of any filing of a registration statement, shareholder vote, offering of securities and spin-off, repayment of debt, fleet content, potential and opportunities for the independent companies following the transaction, use of proceeds, realization of any purpose of the offering, and receipt of a tax ruling from the IRS, 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 actions by governmental and regulatory authorities, shareholder approval, delays, costs and difficulties related to the separation, employee relations, market and business conditions, the companies’ financial results and performance, changes in law, availability and terms of any financing, satisfaction of regulatory conditions, 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 Noble’s most recent Form 10-K, Form 10-Q’s and other filings with the U.S. 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.

Participants in the Solicitation

Noble Corporation and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed separation of the standard specification business. Information about the directors and executive officers of Noble and their ownership of Noble shares is set forth in the definitive proxy statement for Noble’s 2013 annual general meeting, which was filed with the SEC on March 11, 2013, and in any documents subsequently filed by its directors and executive officers under the Securities and Exchange Act of 1934, as amended.

Investors can obtain more information when the proxy statement relating to shareholder approval of the separation becomes available. This proxy statement, and any other documents filed by Noble with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov or on the Company’s website at www.noblecorp.com. Investors should read the proxy statement carefully, when it becomes available, before making any voting decision because it will contain important information.

NC-651

9/24/2013

For additional information, contact:

For Investors: Jeffrey L. Chastain, Vice President – Investor Relations and Corporate Communications, Noble Drilling Services Inc., 281-276-6383

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

      Noble Drilling Services Inc., 281-276-6729

Units to be Owned and Managed by the Standard Specification Company

Jackups (34)

Name	Location	Water Depth1
Noble Bill Jennings	Mexico		390
Noble Eddie Paul	Mexico		390
Noble Julie Robertson	UK		390	2
Noble Leonard Jones	Mexico		390
Noble Al White	Netherlands		360
Noble Roy Rhodes	UAE		328
Noble Byron Welliver	UK		300
Noble Charlie Yester	India		300
Noble Ed Holt	India		300
Noble Gene Rosser	Mexico		300
Noble George McLeod	Malaysia		300
Noble Gus Androes	Qatar		300
Noble Harvey Duhaney	Qatar		300
Noble Jimmy Puckett	Qatar		300
Noble John Sandifer	Mexico		300
Noble Johnnie Hoffman	Mexico		300
Noble Kenneth Delaney	India		300
Noble Percy Johns	Nigeria		300
Noble Roy Butler	Mexico		300
Noble Sam Noble	Mexico		300
Noble Tommy Craighead	Benin		300
Noble Carl Norberg	Mexico		250
Noble Chuck Syring	Qatar		250
Noble Earl Fredrickson	Mexico		250
Noble Ed Noble	Nigeria		250
Noble George Sauvageau	UK		250
Noble Lloyd Noble	Cameroon		250
Noble Tom Jobe	Mexico		250
Noble Lynda Bossler	Netherlands		250
Noble Piet van Ede	Netherlands		250
Noble Ronald Hoope	Netherlands		250
Dhabi II	Abu Dhabi		150
Noble Dick Favor	UAE		150
Noble Don Walker	Cameroon		150

1) Operating design water depth (in feet)

2) Leg extensions fabricated to enable the rig to operate in up to 390’ of water in a non-harsh environment

Units to be Owned and Managed by the Standard Specification Company

(Continued)

Floaters (8)

Name	Location	Water Depth1
Noble Roger Eason	Brazil		7,200
Noble Leo Segerius	Brazil		5,600
Noble Phoenix	Brazil		5,000
Noble Muravlenko	USA		4,900
Noble Lorris Bouzigard	USA		4,000
Noble Therald Martin	Brazil		4,000
Noble Duchess	India		1,500
Noble Ton van Langeveld	UK		1,500

Other Assets (4)

Name	Location	Water Depth1
Noble Joe Alford	USA		70
Noble Lester Pettus	USA		70
Noble Seillean (FPSO)	USA		6,500
Hibernia Platform (labor contract)	Canada		N/A

Units to be Owned and Managed by Noble

Jackups (15)

Name	Location	Water Depth1
Mariner CJ70 (To Be Named)	Singapore3		500
Noble Regina Allen	Singapore3		400
Noble Mick O’Brien	UAE		400
Noble Houston Colbert	Singapore3		400
Noble Sam Turner	Singapore3		400
Noble Tom Prosser	Singapore3		400
Noble Sam Hartley	Singapore3		400
Noble Roger Lewis	Saudi Arabia		400
Noble Scott Marks	Saudi Arabia		400
Noble Hans Deul	UK		400
Noble Gene House	Saudi Arabia		300
Noble Joe Beall	Saudi Arabia		300
Noble Charles Copeland	Saudi Arabia		280
Noble Alan Hay	UAE		300
Noble David Tinsley	UAE		300

Floaters (20)

Name	Location	Water Depth1
Noble Danny Adkins	USA		12,000
Noble Jim Day	USA		12,000
Noble Bob Douglas	South Korea3		12,000
Noble Bully I2	USA		8,200
Noble Bully II2	Brazil		10,000
Noble Clyde Boudreaux	Australia		10,000
Noble Dave Beard	Brazil		10,000
Noble Don Taylor	USA		12,000
Noble Globetrotter I	USA		10,000
Noble Globetrotter II	Benin		10,000
Noble Sam Croft	South Korea3		12,000
Noble Tom Madden	South Korea3		12,000
Noble Paul Wolff	Brazil		9,200
Noble Amos Runner	USA		8,000
Noble Homer Ferrington	Malta		7,200
Noble Max Smith	Brazil		7,000
Noble Jim Thompson	USA		6,000
Noble Paul Romano	Malta		6,000
Noble Driller	USA		5,000
Noble Discoverer	South Korea		1,000

3) Under Construction

4) Joint Venture with a subsidiary of Shell where each party has an equal 50 percent ownership stake in the vessel

EX-99.2

Exhibit 99.2

  DAVID W. WILLIAMS CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER NOBLE CORPORATION DORFSTRASSE 19A • 6340 BAAR • SWITZERLAND • +41 41 761 65 55

24 September 2013

To the Noble Team:

I want to share with you some very important news about Noble. As you may already be aware, today we announced that Noble has decided to pursue a plan to separate our business into two separate and highly focused offshore drilling companies. Noble intends to create a new company to own and operate most of our standard specification drilling rigs. This entity will also provide drilling services for the Hibernia Platform. Meanwhile, Noble will continue to own and operate our higher specification assets. A list of the drilling units expected to be included in each Company is attached.

Following comprehensive deliberations and a good deal of work, we have concluded that separating into two business units makes operational, financial and strategic sense. We believe that separating our current fleet along these lines will enable each company to have a more focused business strategy, enhance growth potential and overall valuation of assets, be more responsive to the needs of customers and better attract and retain employees.

We expect the standard specification business to be separated from Noble through the distribution of the shares of the new company to Noble shareholders in a spin-off that would be tax-free to shareholders. Subject to business, market, regulatory and other considerations, the separation may be preceded by an initial public offering of up to 20 percent of the shares of the new company. We currently expect the date that the standard specification company will begin to operate as a separate company could occur as early as the second quarter of 2014.

I know this news may be unexpected, and I certainly appreciate that it may cause uncertainty about what this means for some of you personally. We will work to address these uncertainties as quickly as possible, but understandably, it will take some time. However, I believe that this transaction is best for all of our stakeholders and will provide employees with opportunities that come with being part of a more highly focused organization. For now, you should know that there will be no immediate changes in our day-to-day operations and we should all continue to do our jobs in our usual professional manner. Ultimately, we expect there to be job creation for some shore-based positions around the world to support offshore operations that are contemplated to be largely unchanged.

Until the process is completed, the most important thing all of us can do is to continue to focus on our current job priorities. Going forward, we will provide additional updates on how the separation will affect you. Again, this is a very exciting time for our Company and I thank you for your continued support and for your contributions to our success.

Keep up the good work,

David W. Williams

This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.

Participants in the Solicitation

Noble Corporation and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed separation of the standard specification business. Information about the directors and executive officers of Noble and their ownership of Noble shares is set forth in the definitive proxy statement for Noble’s 2013 annual general meeting, which was filed with the SEC on March 11, 2013, and in any documents subsequently filed by its directors and executive officers under the Securities and Exchange Act of 1934, as amended.

Investors can obtain more information when the proxy statement relating to shareholder approval of the separation becomes available. This proxy statement, and any other documents filed by Noble with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov or on the Company’s website at www.noblecorp.com. Investors should read the proxy statement carefully, when it becomes available, before making any voting decision because it will contain important information.

Units to be Owned and Managed by the Standard Specification Company

Jackups (34)

Name	Location	Water Depth1
Noble Bill Jennings	Mexico		390
Noble Eddie Paul	Mexico		390
Noble Julie Robertson	UK		390	2
Noble Leonard Jones	Mexico		390
Noble Al White	Netherlands		360
Noble Roy Rhodes	UAE		328
Noble Byron Welliver	UK		300
Noble Charlie Yester	India		300
Noble Ed Holt	India		300
Noble Gene Rosser	Mexico		300
Noble George McLeod	Malaysia		300
Noble Gus Androes	Qatar		300
Noble Harvey Duhaney	Qatar		300
Noble Jimmy Puckett	Qatar		300
Noble John Sandifer	Mexico		300
Noble Johnnie Hoffman	Mexico		300
Noble Kenneth Delaney	India		300
Noble Percy Johns	Nigeria		300
Noble Roy Butler	Mexico		300
Noble Sam Noble	Mexico		300
Noble Tommy Craighead	Benin		300
Noble Carl Norberg	Mexico		250
Noble Chuck Syring	Qatar		250
Noble Earl Fredrickson	Mexico		250
Noble Ed Noble	Nigeria		250
Noble George Sauvageau	UK		250
Noble Lloyd Noble	Cameroon		250
Noble Tom Jobe	Mexico		250
Noble Lynda Bossler	Netherlands		250
Noble Piet van Ede	Netherlands		250
Noble Ronald Hoope	Netherlands		250
Dhabi II	Abu Dhabi		150
Noble Dick Favor	UAE		150
Noble Don Walker	Cameroon		150

1) Operating design water depth (in feet)

2) Leg extensions fabricated to enable the rig to operate in up to 390’ of water in a non-harsh environment

Units to be Owned and Managed by the Standard Specification Company

(Continued)

Floaters (8)

Name	Location	Water Depth1
Noble Roger Eason	Brazil		7,200
Noble Leo Segerius	Brazil		5,600
Noble Phoenix	Brazil		5,000
Noble Muravlenko	USA		4,900
Noble Lorris Bouzigard	USA		4,000
Noble Therald Martin	Brazil		4,000
Noble Duchess	India		1,500
Noble Ton van Langeveld	UK		1,500

Other Assets (4)

Name	Location	Water Depth1
Noble Joe Alford	USA		70
Noble Lester Pettus	USA		70
Noble Seillean (FPSO)	USA		6,500
Hibernia Platform (labor contract)	Canada		N/A

Units to be Owned and Managed by Noble

Jackups (15)

Name	Location	Water Depth1
Mariner CJ70 (To Be Named)	Singapore3		500
Noble Regina Allen	Singapore3		400
Noble Mick O’Brien	UAE		400
Noble Houston Colbert	Singapore3		400
Noble Sam Turner	Singapore3		400
Noble Tom Prosser	Singapore3		400
Noble Sam Hartley	Singapore3		400
Noble Roger Lewis	Saudi Arabia		400
Noble Scott Marks	Saudi Arabia		400
Noble Hans Deul	UK		400
Noble Gene House	Saudi Arabia		300
Noble Joe Beall	Saudi Arabia		300
Noble Charles Copeland	Saudi Arabia		280
Noble Alan Hay	UAE		300
Noble David Tinsley	UAE		300

Floaters (20)

Name	Location	Water Depth1
Noble Danny Adkins	USA		12,000
Noble Jim Day	USA		12,000
Noble Bob Douglas	South Korea3		12,000
Noble Bully I2	USA		8,200
Noble Bully II2	Brazil		10,000
Noble Clyde Boudreaux	Australia		10,000
Noble Dave Beard	Brazil		10,000
Noble Don Taylor	USA		12,000
Noble Globetrotter I	USA		10,000
Noble Globetrotter II	Benin		10,000
Noble Sam Croft	South Korea3		12,000
Noble Tom Madden	South Korea3		12,000
Noble Paul Wolff	Brazil		9,200
Noble Amos Runner	USA		8,000
Noble Homer Ferrington	Malta		7,200
Noble Max Smith	Brazil		7,000
Noble Jim Thompson	USA		6,000
Noble Paul Romano	Malta		6,000
Noble Driller	USA		5,000
Noble Discoverer	South Korea		1,000

3) Under Construction

4) Joint Venture with a subsidiary of Shell where each party has an equal 50 percent ownership stake in the vessel

EX-99.3

Exhibit 99.3

Frequently Asked Questions

The details below include employees’ most frequently asked questions about the Noble transaction. Informational updates will be communicated to employees as information becomes available.

1. Why is Noble creating two separate companies?

As stated in the letter dated September 24 from David Williams, the separation of some of Noble’s assets into a new entity (“SPINCO”) will provide strategic and financial opportunities to the two stand-alone organizations, as well as continued career development opportunities for the employees working for each entity.

2. How will this affect Noble employees?

We do not expect this transaction to result in a loss of jobs for Noble employees. We expect that employees who do not remain with Noble will be offered a position with SPINCO. Operations should be seamless for rig-specific employees, however, in all cases, Noble policies will continue to govern your employment throughout this process.

3. What is the expected timing of the transaction?

We expect SPINCO could begin to operate as a separate company as early as the second quarter of 2014. We refer to this as the “Transaction Date”. This timing is subject to the satisfaction of various conditions, including receipt of a tax ruling from the IRS, shareholder approval, an internal legal restructuring and certain regulatory filings, and could change materially.

4. How will the transaction work?

A transaction like this one is complex and requires many steps to complete. Our current expectation is that the transaction will be executed through the distribution of the shares of the new company (SPINCO) to Noble shareholders in a spin-off that would be tax-free to shareholders. Subject to business, market, regulatory and other conditions, the separation may be preceded by an initial public offering (IPO) of up to 20 percent of the shares of the new company.

The mechanics of this plan, including any potential plans for an IPO, are subject to change. The transaction could also be abandoned at any time.

5. Will my position be assigned to Noble or SPINCO?

For offshore employees, your employment with Noble or SPINCO will likely be driven by the rig to which you are assigned and should be essentially seamless.

Shore-based employees will receive information about their opportunities in the coming months.

We are currently in the process of designing organization charts for both SPINCO and for Noble and expect to communicate those in the future.

6. If my job is with SPINCO, when will the change occur?

The change will occur on or before the Transaction Date, currently expected as early as the second quarter of 2014.

7. Where will I work in the meantime?

Prior to the Transaction Date, Noble will continue to operate as a single company. All employees will continue to work in their current assignments, providing the same level of excellence and safety in their work performance. Employees may be moved within Noble in the ordinary course of business prior to the Transaction Date.

8. Who will manage SPINCO?

We expect SPINCO’s management will be composed of both current Noble management team members who will transition to SPINCO as well as individuals recruited from outside Noble. While we are not yet in a position to begin announcing who will fill these management positions, we are focused on designing the SPINCO organization and identifying candidates. We are also actively engaged in a process to recruit a CEO and expect that person to be in place well before the Transaction Date.

9. Is SPINCO the name of the new company?

No, SPINCO will not be the name of the new company. It is simply how we are referring to the new company for the time being. We have engaged a branding and design consultant and we are currently reviewing ideas for the naming of the new company. We will communicate the name at some point in the future.

10. Will my compensation be affected in the meantime?

We do not expect that Noble’s compensation and benefits programs will change before the Transaction Date. Naturally, there will be normal adjustments and changes to compensation in the ordinary course of business.

11. If I am assigned to SPINCO, will there be changes to the terms and conditions of my employment?

Before the Transaction Date, all employees assigned to SPINCO will receive an explanation from SPINCO outlining all terms and conditions of employment, including pay and benefits. Specific information about how the transaction impacts different benefits programs (for example, savings plans, stock plans, pension plans, etc.) will be communicated on an individual basis. However, we do not anticipate any material change to your current terms and conditions.

12. Will my Noble service time be credited by SPINCO for benefits eligibility purposes?

Noble service time will be credited by SPINCO for benefits eligibility purposes.

13. Can I choose which company to work for?

A seamless transition is key to the success of both Companies and their stakeholders, therefore, each employee’s opportunity will be with the company to which their position is assigned subject to specific company needs, as determined by management.

14. When will I receive more information?

Further updates will be communicated as details become available. We expect to send periodic updates.

15. What can I say publicly about this transaction?

The separation of the two companies promises to be a lengthy and involved process. Please keep in mind that per our policy on Public Relations and Communications in Section 3.4.3 of our Administrative Policy Manual, public comments on Noble matters are restricted to our corporate communications department and senior management. Each one of us is restricted in how we can respond to questions from anyone outside the company, including family, friends and neighbors. With regard to your personal communications, please limit any statements strictly to what the company has already disclosed publicly in press releases or filings with the Securities and Exchange Commission (SEC). If you have questions about this, please contact the Noble legal department at +1-281-276-6155.

16. Who do I speak with concerning the additional questions I have?

We expect that you will have questions that are not answered here. To make sure we are addressing what is most important to you please call +1-713-239-7999 or send an email to inquiries@noblecorp.com. We will respond by phone to your questions as quickly as possible.

Please be sure that both your personal and your business (if applicable) email addresses are updated in Workday or with your Division HR representatives for the most efficient communication.

This document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.

Participants in the Solicitation

Noble Corporation and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed separation of the standard specification business. Information about the directors and executive officers of Noble and their ownership of Noble shares is set forth in the definitive proxy statement for Noble’s 2013 annual general meeting, which was filed with the SEC on March 11, 2013, and in any documents subsequently filed by its directors and executive officers under the Securities and Exchange Act of 1934, as amended.

Investors can obtain more information when the proxy statement relating to shareholder approval of the separation becomes available. This proxy statement, and any other documents filed by Noble with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov or on the Company’s website at www.noblecorp.com. Investors should read the proxy statement carefully, when it becomes available, before making any voting decision because it will contain important information.