-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ErZqxLmAPHxnsaKWuK2jhI0xoNefrkMtvQoyNOpUEPDFvGHmuNIKeK+L01WzkX2u JoRhxulERhnUIPPGQ5+N9Q== 0000950129-96-001401.txt : 19960701 0000950129-96-001401.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950129-96-001401 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE DRILLING CORP CENTRAL INDEX KEY: 0000777201 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 730374541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11669 FILM NUMBER: 96588825 BUSINESS ADDRESS: STREET 1: 10370 RICHMOND AVE STE 400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7139743131 MAIL ADDRESS: STREET 1: 10370 RICHMOND AVE STREET 2: STE 400 CITY: HOUSTON STATE: TX ZIP: 77042 10-K/A 1 NOBLE DRILLING CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM ___________ TO _____________ COMMISSION FILE NUMBER: 0-13857 NOBLE DRILLING CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 73-0374541 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 10370 RICHMOND AVENUE, SUITE 400, HOUSTON, TEXAS 77042 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 974-3131 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, PAR VALUE $.10 PER SHARE $1.50 CONVERTIBLE PREFERRED STOCK, PAR VALUE $1.00 PER SHARE PREFERRED STOCK PURCHASE RIGHTS (TITLE OF CLASS) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / / Indicated by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /x/ Aggregate market value of Common Stock held by nonaffiliates as of March 4, 1996: $770,050,560 Number of shares of Common Stock outstanding as of March 4, 1996: 94,462,850 DOCUMENTS INCORPORATED BY REFERENCE Listed below are documents parts of which are incorporated herein by reference and the part of this report into which the document is incorporated: (1) Proxy statement for the 1996 annual meeting of stockholders - Part III 2 Item 14 of Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1995 (the "1995 Form 10-K") is amended to reflect the filing herewith as new Exhibit 99.1 of the financial statements required by Form 11-K for the fiscal year ended December 31, 1995 with respect to the Noble Drilling Corporation Thrift Plan, and such Item 14 is restated as set forth on the following page. The Index to Exhibits to the 1995 Form 10-K is restated in its entirety following the signature page hereto in order to reflect the inclusion therein, and the filing herewith, of Exhibit 99.1 3 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: (1) A list of the financial statements filed as a part of this report is set forth in Item 8 on page 18 and is incorporated herein by reference. (2) Financial Statement Schedules: All schedules are omitted because they are either not applicable or the required information is shown in the financial statements or notes thereto. (3) Exhibits: The information required by this Item 14(a)(3) is set forth in the Index to Exhibits accompanying this Annual Report on Form 10-K. (4) Financial Statements required by Form 11-K for the fiscal year ended December 31, 1995 with respect to the Noble Drilling Corporation Thrift Plan are filed as Exhibit 99.1 hereto. (b) No reports on Form 8-K were filed by the Registrant during the quarter ended December 31, 1995. 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 DRILLING CORPORATION By: /s/ JAMES C. DAY Date: June 28, 1996 ----------------------------------- James C. Day, Chairman, President and Chief Executive Officer 5 INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBIT - -------------------------------------------------------------------------------- 2.1 - Assets Purchase Agreement dated as of August 20, 1993 (the "Western Assets Purchase Agreement"), between the Registrant and The Western Company of North America (filed as Exhibit 2.1 to the Registrant's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 2.2 - Agreement dated as of October 7, 1993, among the Registrant, Noble Drilling (U.S.) Inc., Noble International Limited, The Western Company of North America and Offshore International Ltd., amending the Western Assets Purchase Agreement (filed as Exhibit 2.2 to the Registrant's Form 8-K dated October 15, 1993 and incorporated herein by reference). 2.3 - Exchange Agreement dated as of June 4, 1993, by and among the Registrant, Grasso Corporation, Offshore Logistics, Inc., PPI-Seahawk, Inc. and Noble Production Services Inc. (filed as Exhibit 2.2 to the Registrant's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 2.4 - Amendment No. 1 dated October 29, 1993 to the Exchange Agreement by and among the Registrant, Grasso Corporation, Offshore Logistics, Inc., PPI-Seahawk Services, Inc. and Noble Production Services Inc. (filed as Exhibit 2.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference). 2.5 - Assets Purchase Agreement dated as of August 20, 1993 (the "Portal Assets Purchase Agreement"), between the Registrant and Portal Rig Corporation (filed as Exhibit 2.3 to the Registrant's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 2.6 - Agreement dated as of October 25, 1993, among the Registrant, Noble (Gulf of Mexico) Inc. and Portal Rig Corporation, amending the Portal Assets Purchase Agreement (filed as Exhibit 2.5 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). 2.7 - Assignment and Assumption Agreement made as of October 28, 1993 by and between Noble Production Management Inc., Noble Production Services Inc., OLOG Production Management Inc., PPI-Seahawk Services, Inc. and Grasso Corporation (filed as Exhibit 2.7 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference). 2.8 - Stock Purchase Agreement dated April 22, 1994 among Joseph E. Beall, George H. Bruce, Triton Engineering Services Company and the Registrant (filed as Exhibit 2.1 to the Registrant's Form 8-K dated May 6, 1994 and incorporated herein by reference). 2.9 - Agreement and Plan of Merger dated June 13, 1994 among the Registrant, Chiles Offshore Corporation and Noble Offshore Corporation (filed as Appendix I to the joint proxy statement/prospectus of the Registrant and Chiles Offshore Corporation dated August 12, 1994 constituting Part I of the Registration Statement on Form S-4 (No. 33-54495) and incorporated herein by reference). 6 EXHIBIT NUMBER EXHIBIT - -------------------------------------------------------------------------------- 2.10 - Letter of Intent dated March 13, 1996 among the Registrant, Neddrill Holding B.V. and Royal Nedlloyd N.V. 3.1 - Restated Certificate of Incorporation of the Registrant dated August 29, 1985 (filed as Exhibit 3.7 to the Registrant's Registration Statement on Form 10 (No. 0-13857) and incorporated herein by reference). 3.2 - Certificate of Amendment of Restated Certificate of Incorporation of the Registrant dated May 5, 1987 (filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 3.3 - Certificate of Amendment of Restated Certificate of Incorporation of the Registrant dated June 1, 1987 (filed as Exhibit 4.3 to the Registrant's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 3.4 - Certificate of Amendment of Restated Certificate of Incorporation of the Registrant dated April 28, 1988 (filed as Exhibit 3.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988 and incorporated herein by reference). 3.5 - Certificate of Amendment of Restated Certificate of Incorporation of the Registrant dated April 27, 1989 (filed as Exhibit 3.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989, as amended, and incorporated herein by reference). 3.6 - Certificate of Amendment of Certificate of Incorporation of the Registrant dated August 1, 1991 (filed as Exhibit 3.16 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 3.7 - Certificate of Designations of $2.25 Convertible Exchangeable Preferred Stock, par value $1.00 per share, of the Registrant, dated as of November 18, 1991 (filed as Exhibit 3.17 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 3.8 - Certificate of Designations of $1.50 Convertible Preferred Stock, par value of $1.00 per share, of the Registrant, dated as of September 15, 1994 (filed as Exhibit 3.8 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 3.9 - Certificate of Amendment of Certificate of Incorporation of the Registrant dated September 15, 1994 (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended March 31, 1995 and incorporated herein by reference). 3.10 - Certificate of Elimination of shares of $2.25 Convertible Exchangeable Preferred Stock of the Registrant dated June 8, 1995 (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended June 30, 1995 and incorporated herein by reference). 7 EXHIBIT NUMBER EXHIBIT - -------------------------------------------------------------------------------- 3.11 - Certificate of Designations of Series A Junior Participating Preferred Stock, par value $1.00 per share, of the Registrant dated as of June 29, 1995 (filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended June 30, 1995 and incorporated herein by reference). 3.12 - Composite copy of the Bylaws of the Registrant as currently in effect (filed as Exhibit 3.4 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended June 30, 1995 and incorporated herein by reference). 4.1 - Indenture governing the Senior Notes (filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). 4.2 - Form of Senior Notes (included in Section 2.02 of the Indenture filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). 4.3 - Rights Agreement dated as of June 28, 1995 between the Registrant and Liberty Bank and Trust Company of Oklahoma City, N.A. (filed as Exhibit 4 to the Registrant's Form 8-K dated June 30, 1995 and incorporated herein by reference). 10.1 - Amended and Restated Noble-National Joint Venture Partnership Agreement between the Registrant and National Enerdrill Corporation dated December 7, 1990 (filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference). 10.2 - Limited Partnership Agreement between the Registrant and National Enerdrill Corporation dated as of January 16, 1992 (filed as Exhibit 10.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.3 - Certificate of Limited Partnership of NN-1 Limited Partnership (filed as Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.4* - Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan (as amended and restated through September 15, 1994) (filed as Exhibit 10.1 to the Registrant's Form 8-K dated December 8, 1994 and incorporated herein by reference). 10.5* - Noble Drilling Corporation 1987 Stock Option Plan (filed as Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1986, as amended, and incorporated herein by reference). 10.6* - Noble Drilling Corporation Thrift Trust Agreement (filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 (No. 33-18966) and incorporated herein by reference). 8 EXHIBIT NUMBER EXHIBIT - -------------------------------------------------------------------------------- 10.7* - Amendment No. 1 to the Noble Drilling Corporation Thrift Trust dated January 27, 1992 (filed as Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.8* - Noble Drilling Corporation Thrift Plan, as amended and restated, dated July 27, 1989 (filed as Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.9* - Amendment No. 1 to the Noble Drilling Corporation Thrift Plan dated February 13, 1992 (filed as Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.10* - Directors' Option Agreements dated October 29, 1987, between the Registrant and each of Michael A. Cawley, Johnnie W. Hoffman and John F. Snodgrass (filed as Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988 and incorporated herein by reference). 10.11 - Registration Rights Agreement dated as of January 29, 1988 between the Registrant and General Electric Capital Corporation (filed as a part of Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated February 11, 1988 and incorporated herein by reference). 10.12 - First Amendment to Registration Rights Agreement dated as of February 5, 1993 between the Registrant and General Electric Capital Corporation (filed as Exhibit 10.19 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.13 - Guarantee Agreement dated as of August 10, 1989 between the Registrant and The Royal Bank of Canada (filed as Exhibit 10.28 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989, as amended, and incorporated herein by reference). 10.14 - Credit Agreement dated as of October 29, 1990 between Noble Drilling (Canada) Ltd. and The Royal Bank of Canada (filed as Exhibit 10.27 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.15 - Letter Agreement amending the Credit Agreement between Noble Drilling (Canada) Ltd. and The Royal Bank of Canada dated October 25, 1993 (filed as Exhibit 10.18 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference). 10.16 - Credit Agreement dated as of October 29, 1990 between Noble Enterprises Limited and The Royal Bank of Canada (filed as Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 9 EXHIBIT NUMBER EXHIBIT - -------------------------------------------------------------------------------- 10.17 - Letter Agreement amending the Credit Agreement between Noble Enterprises Limited and The Royal Bank of Canada dated October 25, 1993 (filed as Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference). 10.18 - Guarantee and Subordination Agreement dated as of July 30, 1992 between the Registrant and The Royal Bank of Canada (filed as Exhibit 10.34 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.19* - Amendment No. 2 to the Noble Drilling Corporation Thrift Plan dated effective as of August 1, 1992 (filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 (No. 33-50270) and incorporated herein by reference). 10.20 - Amended and Restated Letter of Credit Agreement, dated as of October 25, 1993, among Portal Rig Corporation, Noble (Gulf of Mexico) Inc., NationsBank of Texas, N.A., as agent and as one of the "Banks" thereunder, and Marine Midland Bank, N.A., Bank of America National Trust and Savings Association, and Norwest Bank Minnesota, National Association (collectively, the "Banks") (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). 10.21 - Assignment, Assumption and Amended and Restated Preferred Ship Mortgage, dated October 25, 1993, by Noble (Gulf of Mexico) Inc. to the Banks (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). 10.22 - Security Agreement and Assignment, dated October 25, 1993, by Noble (Gulf of Mexico) Inc. to the Banks (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). 10.23 - Noble Support Agreement, dated October 25, 1993, among the Registrant and the Banks (filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). 10.24* - Noble Drilling Corporation 1992 Nonqualified Stock Option Plan for Non-Employee Directors (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (No. 33-62394) and incorporated herein by reference). 10.25* - Amendment No. 3 to the Noble Drilling Corporation Thrift Plan dated effective as of January 1, 1994 (filed as Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference). 10.26 - Registration Agreement dated April 22, 1994 between the Registrant and Joseph E. Beall (filed as Exhibit 10.1 to the Registrant's Form 8-K dated May 6, 1994 and incorporated herein by reference). 10 EXHIBIT NUMBER EXHIBIT - -------------------------------------------------------------------------------- 10.27 - Employment Agreement dated April 22, 1994 between Triton Engineering Services Company and Joseph E. Beall (filed as Exhibit 10.2 to the Registrant's Form 8-K dated May 6, 1994 and incorporated herein by reference). 10.28 - Lease Indemnity Agreement dated April 22, 1994 among Joseph E. Beall, Triton Engineering Services Company, 1201 Dairy Ashford Ltd. and the Registrant (filed as Exhibit 10.3 to the Registrant's Form 8-K dated May 6, 1994 and incorporated herein by reference). 10.29 - Credit Agreement dated as of June 16, 1994 among the Registrant, First Interstate Bank of Texas, N.A., in its individual capacity and as agent, and Credit Lyonnais Cayman Island Branch (filed as Exhibit 10.1 to the Registrant's Registration Statement on Form S-4 (No. 33-54495) and incorporated herein by reference). 10.30 - Revolving Credit Note dated June 16, 1994 of the Registrant in the amount of $12,500,000 in favor of Credit Lyonnais Cayman Island Branch (filed as Exhibit 10.2 to the Registrant's Registration Statement on Form S-4 (No. 33-54495) and incorporated herein by reference). 10.31 - Revolving Credit Note dated June 16, 1994 of the Registrant in the amount of $12,500,000 in favor of First Interstate Bank of Texas, N.A. (filed as Exhibit 10.3 to the Registrant's Registration Statement on Form S-4 (No. 33-54495) and incorporated herein by reference). 10.32 - Guaranty Agreement dated as of June 16, 1994 by and among Noble Drilling (U.S.) Inc., Noble Drilling (West Africa) Inc. and Noble Drilling (Mexico) Inc. (filed as Exhibit 10.4 to the Registrant's Registration Statement on Form S-4 (No. 33-54495) and incorporated herein by reference). 10.33 - Registration Rights Agreement dated as of September 15, 1994 between the Registrant and P.A.J.W. Corporation (filed as Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended September 30, 1994 and incorporated herein by reference). 10.34 - Severance Agreement dated as of July 1, 1993 between Noble Offshore Corporation (as successor by merger to Chiles Offshore Corporation) and C.R. Bearden (filed as Exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended September 30, 1994 and incorporated herein by reference). 10.35* - Amendment No. 2 to the Noble Drilling Corporation Thrift Trust dated June 24, 1994 (filed as Exhibit 10.42 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 10.36* - Amendment No. 4 to the Noble Drilling Corporation Thrift Plan dated December 30, 1994 (filed as Exhibit 10.43 to the Registrant's Form 10-K/A (Amendment No. 1) for the year ended December 31, 1994 and incorporated herein by reference). 10.37* - Amendment No. 1 to the Noble Drilling Corporation 1992 Nonqualified Stock Option Plan for Non-Employee Directors dated as of July 28, 1994 (filed as Exhibit 10.44 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 11 EXHIBIT NUMBER EXHIBIT - -------------------------------------------------------------------------------- 10.38 - Guarantee dated August 26, 1994 between the Registrant and Hibernia Management and Development Company Ltd. (filed as Exhibit 10.45 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 10.39* - Noble Drilling Corporation Amended and Restated Thrift Restoration Plan (filed as Exhibit 10.46 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 10.40* - Amendment No. 4 to the Noble Drilling Corporation Thrift Plan, as in effect as of August 1, 1994, dated December 30, 1994 (filed as Exhibit 10.47 to the Registrant's Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 1994 and incorporated herein by reference). 10.41* - Amendment No. 5 to the Noble Drilling Corporation Thrift Plan, dated effective as of May 1, 1995 (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended March 31, 1995 and incorporated herein by reference). 10.42* - Noble Drilling Corporation Retirement Restoration Plan dated April 27, 1995 (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended March 31, 1995 and incorporated herein by reference). 10.43* - Noble Drilling Corporation Short-Term Incentive Plan (revised April 1995). 10.44 - First Amendment dated as of June 30, 1995 to Credit Agreement dated as of June 16, 1994 among the Registrant, First Interstate Bank of Texas, N.A., in its individual capacity and as Agent, and Credit Lyonnais Cayman Island Branch. 10.45 - Second Amendment dated as of February 28, 1996 to Credit Agreement dated as of June 16, 1994 among the Registrant, First Interstate Bank of Texas, N.A., in its individual capacity and as Agent, and Credit Lyonnais Cayman Island Branch. 10.46* - Form of Indemnity Agreement entered into between the Registrant and each of the Registrant's directors and bylaw officers. 21.1 - Subsidiaries of the Registrant. 23.1 - Consent of Price Waterhouse LLP. 23.2 - Consent of Arthur Andersen LLP. 27 - Financial Data Schedule. 99.1 - Financial Statements required by Form 11-K for the fiscal year ended December 31, 1995 with respect to the Noble Drilling Corporation Thrift Plan (including consent of Price Waterhouse LLP regarding the incorporation by reference thereof). * Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto. EX-99.1 2 FINANCIAL STATEMENTS REQUIRED BY FORM 11-K 1 EXHIBIT 99.1 NOBLE DRILLING CORPORATION THRIFT PLAN FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION DECEMBER 31, 1995 AND 1994 2 NOBLE DRILLING CORPORATION THRIFT PLAN INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
PAGE REPORT OF INDEPENDENT ACCOUNTANTS 3 FINANCIAL STATEMENTS Statements of net assets available for benefits at December 31, 1995 and 1994 4 Statements of changes in net assets available for benefits for the years ended December 31, 1995 and 1994 5 Notes to Financial Statements 6-14 ADDITIONAL INFORMATION* Form 5500 - Item 27(a) - Schedule of assets held for investment purposes at December 31, 1995 (Schedule I) 15-16 Form 5500 - Item 27(d) - Schedule of reportable transactions for the year ended December 31, 1995 (Schedule II) 17
* Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted since they are not applicable. 2 3 REPORT OF INDEPENDENT ACCOUNTANTS To the Employee Benefits Committee of the Noble Drilling Corporation Thrift Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Noble Drilling Corporation Thrift Plan at December 31, 1995 and 1994, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE LLP Houston, Texas June 27, 1996 3 4 NOBLE DRILLING CORPORATION THRIFT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, ----------------------- 1995 1994 ---------- ----------- ASSETS Cash $ 114 $ 35 Investments, at fair value: Short-term investments 534,014 680,381 Noble Drilling Corporation common stock 3,516,867 1,765,902 Noble Affiliates, Inc. common stock 107,132 116,622 Other corporate stocks 874,469 882,264 United States government securities 1,417,245 976,534 Investment contract, at contract value 1,325,142 961,660 Securities receivable 268,000 - Contributions receivable: Participants 103,841 45,951 Noble Drilling Corporation 64,274 27,659 Dividends and interest receivable 25,263 25,513 ---------- ---------- 8,236,361 5,482,521 LIABILITIES Excess contributions, refundable to employees 59,715 20,443 Trust fees payable 19,438 12,307 Other fees payable - 1,688 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $8,157,208 $5,448,083 ========== ==========
The accompanying notes are an integral part of these financial statements. 4 5 NOBLE DRILLING CORPORATION THRIFT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, ---------------------------------- 1995 1994 ---------- ---------- NET INVESTMENT INCOME Interest $ 92,374 $ 112,722 Dividends 18,462 33,042 ---------- ---------- 110,836 145,764 Less: investment expenses (51,690) (45,204) ---------- ---------- Net investment income 59,146 100,560 NET GAIN (LOSS) ON INVESTMENTS 1,535,234 (1,008,817) CONTRIBUTIONS Participants 1,306,239 586,598 Employer 668,394 349,299 WITHDRAWALS (859,888) (771,292) ---------- ---------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 2,709,125 (743,652) NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 5,448,083 6,191,735 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, end of year $8,157,208 $5,448,083 ========== ==========
The accompanying notes are an integral part of these financial statements. 5 6 NOBLE DRILLING CORPORATION THRIFT PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN: Noble Drilling Corporation (the "Company") established the Noble Drilling Corporation Thrift Plan (the "Plan") effective January 1, 1986. Prior to October 1, 1985, the Company was a wholly-owned subsidiary of Noble Affiliates, Inc. ("NAI"). Effective as of that date the Company was recapitalized and its common stock was distributed to the shareholders of NAI in a tax-free spin-off. The Company's employees had participated in the Noble Affiliates, Inc. Thrift and Profit Sharing Plan (the "NAI Plan") prior to October 1, 1985, and continued to participate in the NAI Plan through December 31, 1985. Participants in the NAI Plan carried over certain service, eligibility and vesting benefits upon entering the Plan. The Plan is a defined contribution plan. All domestic employees are eligible to enroll in the Plan on the January 1 or July 1 following the date the employee completes one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is administered by the Employee Benefits Committee of the Company, whose members are appointed by the Company's Board of Directors. The Company will make available to participants a copy of the Plan document to provide complete information, if requested. Significant Amendments Effective January 1, 1994, the Plan was amended to allow for participant loans in accordance with the terms set forth in the amended Plan. There were no participant loans processed during 1994 or 1995 and no loans outstanding as of December 31, 1995 and 1994. Effective June 24, 1994, the Plan's related trust was amended to provide for appointment of a successor trustee in accordance with the terms set forth in the amended Plan. Pursuant to the amended provision, the Plan assets and trustee functions were transferred from the Bank of Oklahoma, N.A. to Exchange National Bank and Trust Company of Ardmore, Oklahoma, effective August 1, 1994. On December 30, 1994, the Plan was amended (i) effective as of August 1, 1989, to place specified limits on the compensation of a participant that could be taken into account under the Plan for specified plan years, (ii) effective as of January 1, 1993, to provide for transfers of eligible rollover distributions, and (iii) effective as of January 1, 1994, to provide clarification regarding the conclusive and binding effect of determinations made by the Employee Benefits Committee and regarding adoption of the Plan and its related trust by affiliates of the Company and amendment of the Plan and its related trust. Effective May 1, 1995, the Plan was amended to allow field hourly employees to make contributions from both straight-time and overtime pay. 6 7 Contributions Participants may contribute on a pre-tax basis up to 10 percent, up to a limit of $9,240 in 1995 and 1994, of their base compensation to the Plan. The Plan provides for the following matching contributions:
Percentage of Matching Contribution Participant's Participant's Contribution Limited to the Following Years of Vesting Matched by Percentage of Service the Company Participant's Compensation ---------------- -------------------------- -------------------------- Less than 15 70% 6% 15 or more 100% 6%
The Plan provides that matching contributions are made in the Company's common stock. Pass-through voting rights for shares of common stock of the Company are credited to a participant's account, whether or not vested. Termination The Plan is to continue indefinitely; however, the right to terminate participation in the Plan, subject to the provisions of ERISA, is reserved by the Company. Upon notice of termination or permanent suspension of contributions, the accounts of all participants affected thereby shall become fully vested and shall be distributed in accordance with the provisions of the Plan. Withdrawals Withdrawals are permitted in the event of termination of employment, retirement, permanent disability, death or financial hardship, as defined in the Plan. In-service withdrawals may be made from a participant's after-tax account. Additionally, vested participants may make in-service withdrawals from the Company's matching account. However, only one in-service withdrawal may be made by a participant in a 12-month period. Net assets available for benefits as of December 31, 1995 and 1994, include amounts pending distribution to participants of $91,449 and $82,738, respectively. Participant Accounts Separate accounts are maintained for each participant. Participant accounts are credited with pre-tax contributions, rollover contributions, the Company's matching contributions and an allocation of investment earnings and losses. Furthermore, participant accounts are adjusted for withdrawals and transfers among investment options, if any. 7 8 Participants have an option as to the manner in which their contributions may be invested. Separate funds are maintained and participants may direct their investments in ten percent increments as follows: Fund Investments ---- ----------- Fund A United States government securities, highly rated corporate bonds and preferred stocks, commercial paper and cash deposits. Fund B Readily marketable common and preferred stocks. Fund I Guaranteed investment contracts or funds invested solely in such items. Fund N NAI common stock purchased by Plan participants prior to spin-off from NAI. Fund ND Noble Drilling Corporation common stock (limited to a maximum of 50 percent of contributions). See Note 7 for financial information by fund. Plan participants may not contribute to Fund N. Plan participants may, however, convert investments in Fund N to another fund. The balance in the General Fund represents unallocated employee forfeitures, and is used to pay certain Plan expenses and consists of short- term, highly liquid investments in money market funds. Unallocated forfeitures of $218,942 and $199,599 at December 31, 1995 and 1994, respectively, may be used to reduce future Company matching contributions. Vesting A participant's contributions are 100 percent vested. Participants become fully vested in the Company's matching contributions upon five years of credited service. Also, a participant becomes fully vested in the Company's matching contributions, regardless of years of service, if employment is terminated due to normal retirement, total disability or death. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting The Plan's financial statements are prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. 8 9 Investments Investments traded on national securities exchanges are valued at closing prices on the last business day of the year; investments traded on the over-the-counter market are valued at an average of the last reported bid and ask prices. The investment in the bank commingled fund is highly liquid; therefore the fair value approximates cost. The cost of investments sold is determined on the basis of average cost. In 1994, the Plan entered into an investment contract with Firstar Corp. (Firstar). Firstar maintains the contributions in a pooled account. The account is credited with earnings on the underlying investments and charged for Plan withdrawals and administrative expenses charged by Firstar. The contract is included in the financial statements at contract value, which approximates fair value, as reported to the Plan by Firstar. Contract value represents contributions made under the contract, plus earnings, less Plan withdrawals and administrative expenses. Under the terms of the Plan, Exchange National Bank and Trust Company of Ardmore, Oklahoma as Trustee (the "Trustee"), on behalf of the Plan, acquires, holds and disposes of securities including the common stock of the Company owned by the Plan. Expenses Plan administration expenses are paid by the Plan, unless paid by the Company, at the Company's sole discretion. For the years ended December 31, 1995 and 1994, administrative expenses of $51,690 and $45,204, respectively, were paid by the Plan. Excess Contributions Refundable to Employees Excess contributions refundable to highly compensated employees represent the refunds necessary to meet certain nondiscrimination provisions of the Internal Revenue Code of 1986, as amended (the "Code"). Certain Significant Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. TAX STATUS: The Internal Revenue Service has determined and informed the Company by a letter dated October 27, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Code. The Plan has been amended since applying for the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. 9 10 4. NET GAIN (LOSS) ON INVESTMENTS: The Plan's investments, including investments bought, sold and held during the year, appreciated (depreciated) as follows for the years ended December 31, 1995 and 1994:
1995 1994 ---------- ----------- Common stock $1,382,174 $ (923,362) United States government securities 101,238 (97,115) Bank commingled fund 51,822 11,660 ---------- ----------- Total net gain (loss) on investments $1,535,234 $(1,008,817) ========== ===========
5. RELATED PARTIES: Net assets of the Plan include investments in the common stock of Noble Drilling Corporation and amounts invested in a pooled money market fund issued and managed by Exchange National Bank and Trust Company of Ardmore, Oklahoma, the Plan trustee; as such, these investments qualify as party-in-interest transactions. Fees paid by the Plan to the Trustee totaled $30,851 and $25,733 for the years ended December 31, 1995 and 1994, respectively. 6. SUBSEQUENT EVENT: Effective February 14, 1996, the Plan was amended to allow the Trustee to invest Plan assets in funds which are exempt from tax under Section 501(a) of the Code. This includes assets invested in the Sarofim Trust Co. Employee Benefit Investment Trust, or any other similar trust. 10 11 NOTE 7 (Page 1 of 4) NOBLE DRILLING CORPORATION THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS - BY FUND DECEMBER 31, 1995
PARTICIPANT DIRECTED ---------------------------------------------- FUND A FUND B FUND I FUND ND ---------- ---------- ---------- ---------- ASSETS Cash $ 0 $ 98 $ 0 $ (5,606) Investments, at fair value: Short-term investments * 63,464 173,388 36,029 39,300 Noble Drilling Corporation common stock * 0 21,816 0 3,495,051 Noble Affiliates, Inc. common stock 0 32,026 0 0 Other corporate stocks 0 874,469 0 0 United States government securities * 1,417,245 0 0 0 Investment contract, at contract value * 0 0 1,325,142 0 Securities receivable 0 0 268,000 0 Contributions receivable: Participants 20,312 14,650 50,644 18,235 Noble Drilling Corporation 0 0 0 64,274 Dividends and interest receivable 22,863 2,203 0 172 Interfund transfers receivable (payable) 126 93 114 296 ---------- ---------- ---------- ---------- 1,524,010 1,118,743 1,679,929 3,611,722 LIABILITIES Excess contributions refundable to employees 8,873 12,381 6,285 32,176 Trust fees payable 11,500 7,938 0 0 Other fees payable 0 0 0 0 ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $1,503,637 $1,098,424 $1,673,644 $3,579,546 ========== ========== ========== ========== NON- PARTICIPANT DIRECTED --------------------------- GENERAL FUND N FUND TOTAL ---------- ---------- ---------- ASSETS Cash $ 14 $ 5,608 $ 114 Investments, at fair value: Short-term investments * 8,499 213,334 534,014 Noble Drilling Corporation common stock * 0 0 3,516,867 Noble Affiliates, Inc. common stock 75,106 0 107,132 Other corporate stocks 0 0 874,469 United States government securities * 0 0 1,417,245 Investment contract, at contract value * 0 0 1,325,142 Securities receivable 0 0 268,000 Contributions receivable: Participants 0 0 103,841 Noble Drilling Corporation 0 0 64,274 Dividends and interest receivable 25 0 25,263 Interfund transfers receivable (payable) 7 (636) 0 ---------- ---------- ---------- 83,651 218,306 8,236,361 LIABILITIES Excess contributions refundable to employees 0 0 59,715 Trust fees payable 0 0 19,438 Other fees payable 0 0 0 ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $83,651 $218,306 $8,157,208 ========== ========== ==========
* These investments represent five percent or more of total plan assets. 11 12 NOTE 7 (Page 2 of 4) NOBLE DRILLING CORPORATION THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS - BY FUND DECEMBER 31, 1994
PARTICIPANT DIRECTED ----------------------------------------------------- FUND A FUND B FUND I FUND ND ----------- ----------- ----------- ----------- ASSETS Cash $ 0 $ 0 $ 0 $ 0 Investments, at market value: Short-term investments * 334,758 57,501 29,058 51,827 Noble Drilling Corporation common stock * 0 14,241 0 1,751,661 Noble Affiliates, Inc. common stock 0 26,532 0 0 Other corporate stock 0 882,264 0 0 United States government securities * 976,534 0 0 0 Investment contract, at contract value * 0 0 961,660 0 Contributions receivable: Participants 13,126 7,706 13,602 11,517 Noble Drilling Corporation 0 0 0 27,659 Dividends and interest receivable 22,640 2,038 57 159 Interfund transfers receivable (payable) 152 112 113 205 ----------- ----------- ----------- ----------- 1,347,210 990,394 1,004,490 1,843,028 LIABILITIES Excess contributions refundable to employees 6,251 3,214 5,228 5,750 Trust fees payable 7,156 5,151 0 0 Other fees payable 1,688 0 0 0 ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $ 1,332,115 $ 982,029 $ 999,262 $ 1,837,278 =========== =========== =========== =========== NON - PARTICIPANT DIRECTED ------------------------- GENERAL FUND N FUND TOTAL ----------- ----------- ----------- ASSETS Cash $ 0 $ 35 $ 35 Investments, at market value: Short-term investments * 7,673 199,564 680,381 Noble Drilling Corporation common stock * 0 0 1,765,902 Noble Affiliates, Inc. common stock 90,090 0 116,622 Other corporate stock 0 0 882,264 United States government securities * 0 0 976,534 Investment contract, at contract value * 0 0 961,660 Contributions receivable: Participants 0 0 45,951 Noble Drilling Corporation 0 0 27,659 Dividends and interest receivable 26 593 25,513 Interfund transfers receivable (payable) 11 (593) 0 ------------ ----------- ----------- 97,800 199,599 5,482,521 LIABILITIES Excess contributions refundable to employees 0 0 20,443 Trust fees payable 0 0 12,307 Other fees payable 0 0 1,688 ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $ 97,800 $ 199,599 $ 5,448,083 =========== =========== ===========
* These investments represent five percent or more of total plan assets. 12 13 NOTE 7 (Page 3 of 4) NOBLE DRILLING CORPORATION THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - BY FUND FOR THE YEAR ENDED DECEMBER 31, 1995
PARTICIPANT DIRECTED -------------------------------------------------------- FUND A FUND B FUND I FUND ND ----------- ----------- ----------- ----------- NET INVESTMENT INCOME (LOSS): Interest $ 77,239 $ 2,286 $ 4,726 $ 1,198 Dividends 0 17,970 0 0 ----------- ----------- ----------- ----------- 77,239 20,256 4,726 1,198 Less: investment expenses (30,000) (21,690) 0 0 ----------- ----------- ----------- ----------- NET INVESTMENT INCOME (LOSS) 47,239 (1,434) 4,726 1,198 NET GAIN ON INVESTMENTS 101,238 221,252 51,822 1,148,038 CONTRIBUTIONS: Participants 227,838 176,531 674,640 227,230 Employer 0 0 0 668,394 WITHDRAWALS (148,182) (281,859) (136,931) (274,600) INTERFUND TRANSFERS, NET (56,611) 1,905 80,125 (27,992) ----------- ----------- ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 171,522 116,395 674,382 1,742,268 NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 1,332,115 982,029 999,262 1,837,278 ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 1,503,637 $ 1,098,424 $ 1,673,644 $ 3,579,546 =========== =========== =========== =========== NON- PARTICIPANT DIRECTED -------------------------- GENERAL FUND N FUND TOTAL ----------- ----------- ----------- NET INVESTMENT INCOME (LOSS): Interest $ 281 $ 6,644 $ 92,374 Dividends 492 0 18,462 ----------- ----------- ----------- 773 6,644 110,836 Less: investment expenses 0 0 (51,690) ----------- ----------- ----------- NET INVESTMENT INCOME (LOSS) 773 6,644 59,146 NET GAIN ON INVESTMENTS 12,884 0 1,535,234 CONTRIBUTIONS: Participants 0 0 1,306,239 Employer 0 0 668,394 WITHDRAWALS (18,316) 0 (859,888) INTERFUND TRANSFERS, NET (9,491) 12,064 0 ----------- ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS (14,150) 18,708 2,709,125 NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 97,800 199,598 5,448,083 ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 83,650 $ 218,306 $ 8,157,208 =========== =========== ===========
13 14 NOTE 7 (Page 4 of 4) NOBLE DRILLING CORPORATION THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - BY FUND FOR THE YEAR ENDED DECEMBER 31, 1994
PARTICIPANT DIRECTED -------------------------------------------------------- FUND A FUND B FUND I FUND ND ----------- ----------- ----------- ----------- NET INVESTMENT INCOME (LOSS): Interest $ 80,840 $ 2,422 $ 23,289 $ 1,854 Dividends 0 32,457 0 0 ----------- ----------- ----------- ----------- 80,840 34,879 23,289 1,854 Less: investment expenses (20,427) (15,160) (3,344) (5,573) ----------- ----------- ----------- ----------- NET INVESTMENT INCOME (LOSS) 60,413 19,719 19,945 (3,719) NET (LOSS) GAIN ON INVESTMENTS (97,115) (108,578) 11,660 (808,319) CONTRIBUTIONS: Participants 167,600 113,799 174,700 130,499 Employer 0 0 0 349,299 WITHDRAWALS (267,461) (139,275) (146,553) (216,247) INTERFUND TRANSFERS, NET (10,455) 11,399 (9,143) 1,673 ----------- ----------- ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS (147,018) (102,936) 50,609 (546,814) NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 1,479,133 1,084,965 948,653 2,384,092 ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 1,332,115 $ 982,029 $ 999,262 $ 1,837,278 =========== =========== =========== =========== NON- PARTICIPANT DIRECTED -------------------------- GENERAL FUND N FUND TOTAL ----------- ----------- ----------- NET INVESTMENT INCOME (LOSS): Interest $ 544 $ 3,773 $ 112,722 Dividends 585 0 33,042 ----------- ----------- ----------- 1,129 3,773 145,764 Less: investment expenses (516) (184) (45,204) ----------- ----------- ----------- NET INVESTMENT INCOME (LOSS) 613 3,589 100,560 NET (LOSS) GAIN ON INVESTMENTS (6,465) 0 (1,008,817) CONTRIBUTIONS: Participants 0 0 586,598 Employer 0 0 349,299 WITHDRAWALS (1,756) 0 (771,292) INTERFUND TRANSFERS, NET (1,236) 7,762 0 ----------- ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS (8,844) 11,351 (743,652) NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 106,644 188,248 6,191,735 ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 97,800 $ 199,599 $ 5,448,083 =========== =========== ===========
14 15 SCHEDULE I (Page 1 of 2) NOBLE DRILLING CORPORATION THRIFT PLAN ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995
Number of (e) Current (a) (b)Identity of Issue (c) Description Shares (d) Cost Value --- ---------------------------- ---------------------- --------- --------- ----------- * ENB Pooled MM Fund money market fund 534,014 $534,014 $534,014 --------- --------- * Noble Drilling Corporation common stock 390,763 2,280,101 3,516,867 --------- --------- Noble Affiliates, Inc. common stock 3,586 42,320 107,132 --------- --------- OTHER CORPORATE STOCKS: AirTouch Communications common stock 600 13,048 16,875 ALLTEL Corporation common stock 1,000 23,178 29,500 American General Corporation common stock 700 22,012 24,412 AMP Incorporated common stock 600 22,300 22,950 Amoco Corporation common Stock 300 18,809 21,450 C.R. Bard Inc. common Stock 800 20,856 25,800 A.H Belo Corporation series A common stock 600 11,946 20,850 H&R Block Inc. common stock 400 15,215 16,200 Burlington Resources Inc. common stock 600 22,476 23,550 Colgate Palmolive Co. common stock 400 23,028 28,100 Diebold, Incorporated common stock 600 10,952 33,225 E.I. DuPont de Nemours & Co. common stock 400 22,703 27,950 Eastman Kodak Company common stock 500 24,537 33,500 Exxon Corporation common stock 200 9,166 16,100 General Electric Co. common stock 500 25,723 36,000 Harcourt General, Inc. common stock 700 24,515 29,312 Hewlett-Packard Co. common stock 100 7,421 8,375 The Home Depot Inc. common stock 300 12,004 14,325 Kimberly Clark Corporation common stock 400 4,290 33,100 Kirby Corp. common stock 1,000 11,935 16,250 Loctite Corp. common stock 500 20,526 23,750 Mobil Corporation common stock 388 11,921 43,359 Morton International Inc. common stock 700 18,734 25,113 Olsten Corp. common stock 500 13,033 19,750 Pepsico, Inc. common stock 600 23,200 33,525 Pillowtex Corp. common stock 2,000 24,140 23,250 Raytheon Company common stock 800 25,752 37,800 Schering Plough Corp. common stock 800 3,580 43,800 Schweitzer-Mauduit common stock 40 4 925 Sherwin-Williams Co. common stock 700 12,854 28,525 Stewart & Stevenson Services, Inc. common stock 400 10,935 10,100 Tyco International Ltd. common stock 1,000 23,910 35,625 Union Pacific Corp. common stock 400 19,946 26,400 UMX Technologies common stock 800 21,884 23,800 -------- -------- Total Common Stock 576,533 853,546 CCI Redeemable Preferred 427 13,878 20,923 -------- -------- Total other corporate stocks 590,411 874,469 -------- --------
*Identified party-in-interest 15 16 SCHEDULE I (Page 2 of 2) NOBLE DRILLING CORPORATION THRIFT PLAN ITEM 27 (a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995
Interest Maturity Principal (e) Current (a) (b) Identity of Issue (c) Description Rate % Date Amount (d) Cost Value - --- ------------------------ ---------------- -------- -------- --------- -------- ----------- United States government securities: U.S. Government Zero Coupon Bond -- 05/15/05 $ 375,000 $ 203,494 $ 220,898 U.S. Government Treasury Note 4.25 05/15/96 200,000 198,563 199,312 U.S. Government Treasury Note 7.500 11/15/01 300,000 317,047 330,564 U.S. Government Treasury Note 6.25 02/15/03 155,000 153,609 161,781 U.S. Government Treasury Note 6.125 12/31/96 500,000 513,203 504,690 ---------- ---------- Total United States government securities 1,385,916 1,417,245 ---------- ---------- Institutional Investor's GIC Fund Mutual fund 1,250,000 1,325,142 ---------- ---------- Total assets held for investment purposes $6,082,762 $7,774,869 ========== ==========
16 17 SCHEDULE II NOBLE DRILLING CORPORATION THRIFT PLAN ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995
(a) Identity of (b) Description Number of Number (c) Purchase Party Involved of Asset Purchases of Sales Price - ----------------------- ------------------ --------- --------- --------- Exchange National Bank ENB Pooled MM Fund 222 142 1,857,288 U.S. Treasury Note 6.25%, 2/15/03 2 1 407,979 Institutional Investors GIC Fund 2 -- 568,000 (h) Current Value of (a) Identity of (d) Selling (g) Cost of Asset on (i) Net Party Involved Price ($) Asset Sold Transaction Date ($) Gain ($) - ----------------------- --------- --------- ------------------- --------- Exchange National Bank 2,004,478 2,004,478 2,004,478 -- U.S. Treasury Note 274,219 254,370 274,219 19,849 Institutional Investors -- -- -- --
========================================================== As defined by Section 2520.103-6 of the Department of Labor Rules and Regulations governing reporting and disclosure under the Employee Retirement Income Security Act of 1974, as amended, the above are reportable transactions of the Noble Drilling Corporation Thrift Plan. Columns (e) and (f) have been omitted because they are not applicable. 17 18 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statements on Form S-3 (No. 333-02927), Form S-3 (No. 333-02929), Form S-3 (No. 333-06813), Form S-8 (No. 33-3289), Form S-8 (No. 33-15269), Form S-8 (No. 33-18966), Form S-8 (No. 33-46724), Form S-8 (No. 33-50270), Form S-8 (No. 33-50272), Form S-8 (No. 33-62394) and Form S-8 (No. 33-57675) of Noble Drilling Corporation of our report appearing in this Form 10-K/A. PRICE WATERHOUSE LLP Houston, Texas June 28, 1996 -----END PRIVACY-ENHANCED MESSAGE-----