================================================================================
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 1, 2004
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
CAYMAN ISLANDS 0-13857 98-0366361
(State or other jurisdiction of (Commission file number) (I.R.S. employer identification number)
incorporation or organization)
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
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 (SEE GENERAL A.2. BELOW):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] 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-2(c))
================================================================================
FORM 8-K
ITEM 7.01. REGULATION FD DISCLOSURE.
The Registrant hereby incorporates by reference into this Item 7.01 the
Noble Corporation and Subsidiaries Fleet Status Update as of October 1, 2004 of
the Registrant, which is attached as Exhibit 99.1 and will be published on the
Registrant's web site at http://www.noblecorp.com. The report provides certain
summary information about the operations of the drilling units of the
Registrant. The report is being furnished in accordance with Rule 101 (e) (1)
under Regulation FD and shall not be deemed to be filed.
The Noble Corporation and Subsidiaries Fleet Status Update as of October
1, 2004 contains forward-looking statements about the Registrant's business,
financial condition and prospects. The Registrant's actual results could differ
materially from those indicated by the forward-looking statements because of
various risks and uncertainties, including, without limitation, the following:
- volatility in crude oil and natural gas prices;
- changes in customers' drilling programs or budgets due to their own
internal corporate events, changes in the markets and prices for oil and
gas, or shifts in the relative strengths of various geographic drilling
markets brought on by things such as a general economic slowdown, or
regional or worldwide recession, any of which could result in
deterioration in demand for the Registrant's drilling services;
- the Registrant's inability to execute any of its business strategies;
- changes in the tax laws, tax treaties or tax regulations, or the
interpretation or enforcement thereof, including taxing authorities not
agreeing with our assessment of the effects of such laws, treaties and
regulations;
- cancellation by customers of drilling contracts or letter agreements or
letters of intent for drilling contracts or their exercise of early
termination provisions generally found in the Registrant's drilling
contracts;
- intense competition in the drilling industry;
- changes in the rate of economic growth in the U.S. or in other major
international economies;
- political and economic conditions in markets where the Registrant from
time to time operates;
- adverse weather (such as hurricanes and monsoons) and seas;
2
FORM 8-K
- operational risks (such as blowouts, fires and loss of production);
changes in oil and gas drilling technology or in competitors' drilling rig
fleets that could make the Registrant's drilling rigs less competitive or
require major capital investment to keep them competitive;
- costs and effects of unanticipated legal and administrative proceedings;
- cost overruns or delays in shipyard repair, maintenance, conversion or
upgrade projects;
- limitations on the Registrant's insurance coverage or its inability to
obtain or maintain insurance coverage at rates and with deductible amounts
that it believes are commercially reasonable;
- the discovery of significant additional oil and/or gas reserves or the
construction of significant oil and/or gas delivery or storage systems
that impact regional or worldwide energy markets;
- requirements and potential liability imposed by governmental regulation of
the drilling industry (including environmental regulation);
- acts of war or terrorism;
- significant changes in trade, monetary or fiscal policies worldwide,
including changes in interest rates; and
- currency fluctuations between the U.S. dollar and other currencies.
All of the foregoing risks and uncertainties are beyond the Registrant's
ability to control, and in many cases, the Registrant cannot predict the risks
and uncertainties that could cause its actual results to differ materially from
those indicated by the forward-looking statements. When used in this report, the
words "believes", "anticipates", "expects", "plans" and similar expressions as
they relate to the Registrant or its management are intended to identify
forward-looking statements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 99.1 Noble Corporation and Subsidiaries Fleet Status Update
as of October 1, 2004.
3
FORM 8-K
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, thereunto duly authorized.
NOBLE CORPORATION
Date: October 1, 2004 By: /s/ MARK A. JACKSON
-----------------------------------------------
Mark A. Jackson,
Senior Vice President, Chief Financial Officer,
Treasurer, Controller and Assistant Secretary
4
FORM 8-K
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
Exhibit 99.1 Noble Corporation and Subsidiaries Fleet Status Update as of October 1, 2004.
5