The following discussion is intended to assist you in understanding our financial position at March 31, 2009, and our results of operations for the three months ended March 31, 2009 and 2008. The following discussion should be read in conjunction with the consolidated financial statements and related notes contained in this report on Form 10-Q and the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2008 filed by Noble-Cayman. Forward-Looking Statements
This report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and
Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this report regarding our financial position, business strategy, backlog, plans and objectives of management for future operations, foreign currency requirements, industry conditions, and indebtedness covenant compliance are forward-looking statements. When used in this report, the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "should" and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this report on Form 10-Q and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. We have identified factors that could cause actual plans or results to differ materially from those included in any forward-looking statements. These factors include those referenced or described in "Item 1A. Risk Factors" of Part II included herein, and in our other filings with the U.S. Securities and Exchange Commission ("SEC"). We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us. Consummation of Migration
On March 26, 2009, pursuant to the previously announced Agreement and Plan of Merger, Reorganization and Consolidation, dated as of December 19, 2008 (as amended, the "Merger Agreement"), among Noble-Swiss, Noble-Cayman, and Noble Cayman Acquisition Ltd., a Cayman Islands company and a wholly-owned subsidiary of Noble-Swiss ("Noble-Acquisition"), Noble-Cayman merged by way of schemes of arrangement under Cayman Islands law (the "Schemes of Arrangement") with Noble-Acquisition, with Noble-Cayman as the surviving company (the "Transaction"). Under the terms of the Schemes of Arrangement, each holder of Noble-Cayman ordinary shares outstanding immediately prior to the Transaction received, through an exchange agent, one Noble registered share in exchange for each outstanding Noble-Cayman ordinary share, and Noble-Cayman received, through an exchange agent, a number of newly issued Noble-Cayman ordinary shares equal to the number of Noble-Cayman ordinary shares outstanding immediately prior to the Transaction. Noble-Swiss also issued 15 million Noble-Swiss registered shares to Noble-Cayman in connection with the Transaction which are being held in treasury by a wholly owned subsidiary.
The Transaction effectively changed the place of incorporation of our parent holding company from the Cayman Islands to Switzerland. As a result of the Transaction, Noble-Cayman became a direct, wholly-owned subsidiary of Noble-Swiss. Currently, Noble-Swiss' principal asset is 100% of the shares of common stock of Noble-Cayman. The consolidated financial statements of Noble-Swiss include the accounts of its wholly-owned subsidiary, Noble-Cayman. Noble-Swiss conducts substantially all of its business through Noble-Cayman and its subsidiaries.
In connection with the Transaction, we have also decided to relocate our principal executive offices, including selected officers, to Geneva, Switzerland. We currently expect the first phase of this process to be complete during the third quarter of 2009. Our current office in Sugar Land, Texas will continue to be our largest office and the center for much of our primary worldwide operations support functions providing the resources that are needed to run our day to day business around the world.

Executive Overview
We are a leading offshore drilling contractor for the oil and gas industry. We perform contract drilling services with our fleet of 62 offshore drilling units located worldwide, including the Middle East, India, the U.S. Gulf of Mexico, Mexico, the North Sea, Brazil, and West Africa. Our fleet count includes five rigs currently under construction.
Economic Outlook
The global financial crisis created an environment of uncertainty during late 2008 that has continued into 2009, and it has raised concerns that the worldwide economy may enter into a prolonged recession. Deterioration in the worldwide economy has led third party agencies to reduce their forecasts for the global demand of hydrocarbons. Oil and gas prices, which are extremely volatile, have declined sharply since mid-2008 and oil reached price levels in the $30 per barrel range during the first quarter of 2009. As a result of this decline and the restricted availability of credit, our customers have in many cases reduced oil and gas exploration and production activity, which in turn has reduced demand for offshore drilling services as evidenced by a slowing in the pace of new contract activity. In addition, dayrates under new contracts, particularly for shallow water drilling performed by jackup units, have declined since 2008 and there is increased risk of early termination of, or defaults under, existing contracts.
The financial crisis has also created significant reductions in available credit and other sources of capital, which may restrict our ability to fund our operations and capital expenditures and adversely impact our customers' and lenders' ability to fulfill their obligations to us.
Nevertheless, despite the global financial crisis and the cyclical nature of our business, we believe we are well positioned. While we cannot be certain of the future price of oil, we anticipate that the price of oil will stabilize over time at a price which will encourage continued offshore drilling. Furthermore, the financial crisis, coupled with our liquidity and financial condition, may create potential rig acquisition opportunities for us.
Demand for our drilling services generally depends on a variety of economic and political factors, including worldwide demand for oil and gas, the ability of the Organization of Petroleum Exporting Countries ("OPEC") to set and maintain production levels and pricing, the level of production of non-OPEC countries and the policies of various governments regarding exploration and development of their oil and gas reserves. Our results of operations depend on activity in the oil and gas production and development markets worldwide. Historically, oil and gas prices and market expectations of potential changes in these prices have significantly affected that level of activity. Generally, higher oil and natural gas prices or our customers' expectations of higher prices result in greater demand for our services and lower oil and gas prices result in reduced demand for our services.
Demand for our services is also a function of the worldwide supply of mobile offshore drilling units. Industry sources report that a total of 74 newbuild jackups and 96 deepwater newbuilds are scheduled to enter service worldwide between 2009 and 2012. The majority of these units reportedly do not have a contractual commitment from a customer and are referred to in the offshore drilling industry as "being built on speculation." The introduction of non-contracted rigs into the marketplace could have an adverse affect on the level of demand for our services or the dayrates we are able to achieve. We cannot predict the future level of demand for our drilling services or future conditions in the offshore contract drilling industry. Decreases in commodity prices or the level of demand for our drilling services or increases in the supply of drilling rigs in the market could have an adverse effect on our results of operations.
Results and Strategy
In the first quarter of 2009, we recognized net income of $414 million, or $1.58 per diluted share, on total revenues of $896 million. The average dayrate across our worldwide fleet increased to $194,308 from $190,137 in the fourth quarter of 2008. Fleetwide average utilization was 86 percent in the first quarter of 2009, as compared to 88 percent in the fourth quarter of 2008. Daily contract drilling services costs decreased to $53,646 for the first quarter of 2009 from $57,257 for the fourth quarter of 2008. As a result, our contract drilling services margin increased to 72 percent from 70 percent in the fourth quarter of 2008.

Our long-standing business strategy continues to be the active expansion of our worldwide offshore drilling and deepwater capabilities through upgrades and modifications, acquisitions, and the deployment of our drilling assets in important geological areas. We have also actively expanded our offshore drilling and deepwater capabilities in recent years through the construction of new rigs. During the first quarter of 2009, we continued our expansion strategy as indicated by the following activities:
• construction continued on one F&G JU-2000E enhanced premium independent leg cantilevered jackup, the Noble Scott Marks, which is being constructed in China and is scheduled for delivery in the second quarter of 2009;

• construction continued on three newbuild ultra-deepwater semisubmersibles, the Noble Danny Adkins and the Noble Dave Beard, which are scheduled for delivery in the fourth quarter of 2009, and the Noble Jim Day, which is scheduled for delivery in the second quarter of 2010; and

• construction continued on one dynamically positioned, ultra-deepwater, harsh environment Globetrotter-class drillship, which is scheduled to be delivered in the second half of 2011.

In May 2009, the previously disclosed Memorandum of Understanding signed between a wholly-owned subsidiary of Noble and Petroleo Brasileiro S.A. ("Petrobras") was converted to a set of contracts. These contracts cover five existing deepwater drilling units currently operating offshore Brazil. The prospective revenue associated with these contracts has been reflected in our contract drilling services backlog.
On May 8, 2009, our jackup, the Noble David Tinsley, experienced a "punch-through" while conducting pre-loading operations offshore Qatar. The incident involved the sudden penetration of all three legs through the sea bottom and severe damage to the legs and the rig, although we do not yet know the full extent of the damage. Efforts continue to remove the rig, which is currently stable. There have been no injuries or any pollution reported. Our deductible for this incident is $25.0 million per occurrence.

Contract Drilling Services Backlog
We maintain a backlog (as defined below) of commitments for contract drilling
services. The following table sets forth as of March 31, 2009 the amount of our
contract drilling services backlog and the percent of available operating days
committed for the periods indicated:

                                                               Year Ending December 31,
                                Total        2009 (1)       2010        2011        2012        2013-2017
                                                             (In thousands)
Contract Drilling Services
Backlog
Semisubmersibles/Drillships
(2)                            $  8,522     $    1,325     $ 2,014     $ 1,657     $ 1,185     $     2,341
Jackups/Submersibles (3)          2,036          1,302         559         174           1               -

Total (4) (5)                  $ 10,558     $    2,627     $ 2,573     $ 1,831     $ 1,186     $     2,341


Percent of Available
Operating Days Committed (6)                        73 %        41 %        24 %        13 %             7 %

(1) Represents a nine-month period beginning April 1, 2009.

(2) Our drilling contracts with Petrobras provide an opportunity for us to earn performance bonuses based on downtime experienced for our rigs operating offshore Brazil. With respect to our semisubmersibles operating offshore Brazil, we have included in our backlog an amount equal to 75 percent of potential performance bonuses for such semisubmersibles, which amount is based on and generally consistent with our historical earnings of performance bonuses for these rigs. With respect to our drillships operating offshore Brazil, we
(a) have not included in our backlog any performance bonuses for periods prior to the commencement of certain upgrade projects planned for 2010 and 2011, which projects are designed to enhance the reliability and operational performance of our drillships, and
(b) have included in our backlog an amount equal to 75 percent of potential performance bonuses for periods after the estimated completion of such upgrade projects. Our backlog for semisubmersibles/drillships includes approximately $370 million attributable to these performance bonuses.

(3) Our drilling contracts with Pemex Exploracion y Produccion ("Pemex") for certain jackups operating offshore in Mexico are subject to price review and adjustment of the rig dayrate. Presently, contracts for five jackups have dayrates indexed to the world average of the highest dayrates published by ODS-Petrodata. After an initial firm dayrate period, the dayrates are generally adjusted quarterly based on formulas calculated from the index. Our contract drilling services backlog has been calculated using the March 31, 2009 index-based dayrates for periods subsequent to the initial firm dayrate period.

(4) Pemex has the ability to cancel its drilling contracts on 30 days or less notice without Pemex's making an early termination payment. We currently have 13 rigs contracted to Pemex in Mexico, and our backlog includes approximately $1.2 billion related to such contracts at March 31, 2009.

(5) The Noble Scott Marks must be provided by September 30, 2009 or our customer has the right to terminate the contract. The Noble Danny Adkins must be delivered from the shipyard by July 30, 2009 or the customer has the right to terminate the contract. The drilling contract for the Noble Jim Day contains a termination right in the event the rig is not ready to commence operations by December 31, 2010. The drilling contract for the Noble Dave Beard gives the customer the right to terminate the contract if the rig did not commence operations by December 2008 and also gives the customer the right to apply a penalty for delay beyond the date upon which it had the right to cancel. The customer has not cancelled the contract or applied the penalty. We continue to discuss an extension for commencement and a reduction in penalty for this rig and believe we will come to an accommodation with the client that is acceptable to us.

(6) Percentages take into account additional capacity from the estimated dates of deployment of our newbuild rigs that are scheduled to commence operations during 2009 through 2011.

Our contract drilling services backlog consists of commitments we believe to be firm. Our contract drilling services backlog reported above reflects estimated future revenues attributable to both signed drilling contracts and letters of intent. A letter of intent is generally subject to customary conditions, including the execution of a definitive drilling contract. If worldwide economic conditions continue to deteriorate, it is possible that some customers that have entered into letters of intent will not enter into signed drilling contracts. We calculate backlog for any given unit and period by multiplying the full contractual operating dayrate for such unit by the number of days remaining in the period. The reported contract drilling services backlog does not include amounts representing revenues for mobilization, demobilization and contract preparation, which are not expected to be significant to our contract drilling services revenues, reimbursable amounts from customers or amounts attributable to uncommitted option periods under drilling contracts or letters of intent. The amount of actual revenues earned and the actual periods during which revenues are earned may differ from the backlog amounts and backlog periods set forth in the table above due to various factors, including, but not limited to, shipyard and maintenance projects, unplanned downtime, weather conditions and other factors that result in applicable dayrates lower than the full contractual operating dayrate. In addition, amounts included in the backlog may change because drilling contracts may be varied or modified by mutual consent or customers may exercise early termination rights or decline to enter into a drilling contract after executing a letter of intent. As a result, our backlog as of any particular date may not be indicative of our actual operating results for the subsequent periods for which the backlog is calculated.

Internal Investigation
In June 2007, we announced that we were conducting an internal investigation of our Nigerian operations, focusing on the legality under the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), and local laws of our Nigerian affiliate's reimbursement of certain expenses incurred by our customs agents in connection with obtaining and renewing permits for the temporary importation of drilling units and related equipment into Nigerian waters, including permits that are necessary for our drilling units to operate in Nigerian waters. We also announced that the audit committee of our Board of Directors had engaged a leading law firm with significant experience in investigating and advising on FCPA matters to lead the investigation as independent outside counsel. The scope of the investigation also includes our dealings with customs agents and customs authorities in certain parts of the world other than Nigeria in which we conduct our operations, as well as dealings with other types of local agents in Nigeria and such other parts of the world. There can be no assurance that evidence of additional potential FCPA violations may not be uncovered through the investigation.
The audit committee commissioned the internal investigation after our management brought to the attention of the audit committee a news release issued by another company. The news release disclosed that the other company was conducting an internal investigation into the FCPA implications of certain actions by a customs agent in Nigeria in connection with the temporary importation of that company's vessels into Nigeria. Our drilling units that conduct operations in Nigeria do so under temporary import permits, and management considered it prudent to review our own practices in this regard.
We voluntarily contacted the SEC and the U.S. Department of Justice ("DOJ") to advise them that an independent investigation was underway. We have been cooperating, and intend to continue to cooperate fully with both agencies. If the SEC or the DOJ determines that violations of the FCPA have occurred, they could seek civil and criminal sanctions, including monetary penalties, against us and/or certain of our employees, as well as additional changes to our business practices and compliance programs, any of which could have a material adverse effect on our business or financial condition. In addition, such actions, whether actual or alleged, could damage our reputation and ability to do business, to attract and retain employees, and to access capital markets. Further, detecting, investigating, and resolving such actions is expensive and consumes significant time and attention of our senior management.
The independent outside counsel appointed by the audit committee to perform the internal investigation made a presentation of the results of its investigation to the DOJ and the SEC in June 2008. The SEC and the DOJ have begun to review these results and information gathered by the independent outside counsel in the course of the investigation. Neither the SEC nor the DOJ has indicated what action it may take, if any, against us or any individual, or whether it may request that the audit committee's independent outside counsel conduct further investigation. Therefore, we consider the internal investigation to be ongoing and cannot predict when it will conclude. Furthermore, we cannot predict whether either the SEC or the DOJ will open its own proceeding to investigate this matter, or if a proceeding is opened, what potential remedies these agencies may seek. We could also face fines or sanctions in relevant foreign jurisdictions. Based on information obtained to date in our internal investigation, we have not determined that any potential liability that may result is probable or remote or can be reasonably estimated. As a result, we have not made any accrual in our consolidated financial statements at March 31, 2009.
We are currently operating two jackup rigs offshore Nigeria. The temporary import permits covering the rigs expired in November 2008 and we have pending applications to renew these permits. However, as of April 30, 2009, the Nigerian customs office had not acted on our applications. We continue to seek to avoid material disruption to our Nigerian operations; however, there can be no assurance that we will be able to obtain new permits or further extensions of permits necessary to continue the operation of our rigs in Nigeria. If we cannot obtain a new permit or an extension necessary to continue operations of any rig, we may need to cease operations under the drilling contract for such rig and relocate such rig from Nigerian waters. In any case, we also could be subject to actions by Nigerian customs for import duties and fines for these two rigs, as well as other drilling rigs that operated in Nigeria in the past. We cannot predict what impact these events may have on any such contract or our business in Nigeria. Furthermore, we cannot predict what changes, if any, relating to temporary import permit policies and procedures may be established or implemented in Nigeria in the future, or how any such changes may impact our business there.

Notwithstanding that the internal investigation is ongoing, we concluded that certain changes to our FCPA compliance program would provide us greater assurance that our assets are not used, directly or indirectly, to make improper payments, including customs payments, and that we are in compliance with the FCPA's record-keeping requirements. Although we have had a long-standing published policy requiring compliance with the FCPA and broadly prohibiting any improper payments by us to foreign or U.S. officials, we adopted additional measures intended to enhance FCPA compliance procedures. Further measures may be required once the investigation concludes. Results of Operations
For the Three Months Ended March 31, 2009 and 2008 In the following discussion, we address the consolidated results of operations of Noble-Swiss. With the exception of nominal administrative expenses, the results of operations of Noble-Swiss are identical to those of Noble-Cayman. The discussion related to operating revenues and costs and expenses is identical for, and applies to, both companies. Per share information relates only to Noble-Swiss.
General
Net income for the three months ended March 31, 2009 (the "Current Quarter") was $414 million, or $1.58 per diluted share, on operating revenues of $896 million, compared to net income for the three months ended March 31, 2008 (the "Comparable Quarter") of $384 million, or $1.42 per diluted share, on operating revenues of $861 million.
Rig Utilization, Operating Days and Average Dayrates Operating revenues and operating costs and expenses for our contract drilling services segment are dependent on three primary metrics - rig utilization, operating days and dayrates. The following table sets forth the average rig utilization, operating days and average dayrates for our rig fleet for the three months ended March 31, 2009 and 2008:

                         Average Rig                       Operating                                Average
                       Utilization (1)                     Days (2)                                Dayrates
                     Three Months Ended               Three Months Ended                      Three Months Ended
                          March 31,                        March 31,                               March 31,
                      2009           2008       2009        2008       % Change        2009          2008        % Change

Jackups                     86 %        97 %     3,242       3,601           -10 %   $ 158,359     $ 145,337             9 %
Semisubmersibles
> 6000' (3)                100 %       100 %       630         637            -1 %     369,988       291,924            27 %
Semisubmersibles
< 6000' (4)                100 %       100 %       270         273            -1 %     246,118       201,699            22 %
Drillships                  62 %        67 %       168         182            -8 %     291,854       133,665           118 %
Submersibles                67 %        66 %       180         179             1 %      58,452        51,274            14 %


Total                       86 %        94 %     4,490       4,872            -8 %   $ 194,308     $ 163,772            19 %

(1) Information reflects our policy of reporting on the basis of the number of actively marketed rigs in our fleet excluding newbuild rigs under construction.

(2) Information reflects the number of days that our rigs were operating under contract.

(3) These units have water depth ratings of 6,000 feet or greater.

(4) These units have water depth ratings of less than 6,000 feet.

Contract Drilling Services
The following table sets forth the operating revenues and the operating costs
and expenses for our contract drilling services segment for the three months
ended March 31, 2009 and 2008:

                                             Three Months Ended
                                                  March 31,                  Change
                                             2009          2008           $           %

     Operating revenues:
     Contract drilling services            $ 872,397     $ 797,834     $ 74,563         9 %
     Reimbursables (1)                        16,156        21,166       (5,010 )     -24 %
     Other                                       127           187          (60 )     -32 %

                                           $ 888,680     $ 819,187     $ 69,493         8 %


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