-----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, I+leyJoZgFS6S3OdEyu1aFdmIKr+fIoYFLBZVlg3/HuqkD3iBH1mD+gWEY3O+Dmu tuchmtj0pv6w7g5fys/XSg== 0000950129-99-002890.txt : 19990630 0000950129-99-002890.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950129-99-002890 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: SEC FILE NUMBER: 001-11669 FILM NUMBER: 99654788 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 CORP - AMENDMENT NO.2 - 12/31/98 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 2 TO FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 [ ] 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: COMMON STOCK, PAR VALUE $.10 PER SHARE NEW YORK STOCK EXCHANGE PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE - -------------------------------------- ---------------------------------------- Title of each class Name of each exchange on which registered Securities registered pursuant to Section 12(g) of the Act: NONE 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 [ ] Indicate 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. [ ] Aggregate market value of Common Stock held by nonaffiliates as of March 3, 1999: $1,672,000,000 Number of shares of Common Stock outstanding as of March 3, 1999: 131,142,998 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 1998 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, 1998 (the "1998 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, 1998 with respect to the Noble Drilling Corporation 401(k) Savings Plan, and such Item 14 is restated as set forth on the following page. The Index to Exhibits to the 1998 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. 2 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 21 and is incorporated herein by reference. (2) Financial Statement Schedules: All schedules are omitted because either they are 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 and is incorporated herein by reference. (4) Financial Statements required by Form 11-K for the fiscal year ended December 31, 1998 with respect to the Noble Drilling Corporation 401(k) Savings Plan are filed as Exhibit 99.1 hereto. (b) No reports on form 8-K were filed by the Company during the quarter ended December 31, 1998. 3 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 Date: June 28, 1999 By: /s/ ROBERT D. CAMPBELL ----------------------------- Robert D. Campbell, President 4 5 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT - ------- ------- 2.1 Agreement of Sale and Purchase dated as of April 25, 1996 between the Registrant and Royal Nedlloyd N.V. and Neddrill Holding B.V. (filed as Exhibit 2.1 to the Registrant's Registration Statement on Form S-3 (No. 333-2927) and incorporated herein by reference). 2.2 Asset Purchase Agreement dated November 15, 1996 by and between the Registrant, Noble Properties, Inc. and Noble Drilling (Canada) Ltd. and Nabors Industries, Inc. (filed as Exhibit 2.1 to the Registrant's Form 8-K dated December 27, 1996 (date of event: December 13, 1996) and incorporated herein by reference). 2.3 Agreement dated December 13, 1996 by and among the Registrant, Noble Properties, Inc., Noble (Canada) Ltd., Noble Drilling (U.S.) Inc., and Noble Drilling Land Limited and Nabors, Inc., Nabors Drilling USA, Inc. and Nabors Drilling Limited (filed as Exhibit 2.2 to the Registrant's Form 8-K dated December 27, 1996 (date of event: December 13, 1996) and herein by reference). 2.4 Asset Purchase Agreement dated as of February 19, 1997 between the Registrant, Noble Drilling (U.S.) Inc., Noble Offshore Corporation, Noble Drilling (Mexico) Inc. and NN-1 Limited Partnership, and Pride Petroleum Services, Inc. (filed as Exhibit 2.10 in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference.) 2.5 Agreement dated April 10, 1997 by and between Noble Drilling Corporation, Noble Drilling (U.S.) Inc., Noble Offshore Corporation, Noble Drilling (Mexico) Inc. and NN-1 Limited Partnership, and Pride Petroleum Services, Inc. (filed as Exhibit 2.2 to the Registrant's Form 8-K dated May 21, 1997 (date of event: May 7, 1997) and incorporated herein by reference). 2.6 First Amendment to Asset Purchase Agreement dated as of May 7, 1997 by and between Noble Drilling Corporation, Noble Drilling (U.S.) Inc., Noble Offshore Corporation, Noble Drilling (Mexico) Inc., NN-1 Limited Partnership and Mexico Drilling Partners Inc., and Pride Petroleum Services, Inc., Pride Offshore, Inc. and Forasol S.A. (filed as Exhibit 2.3 to the Registrant's Form 8-K dated May 21, 1997 (date of event: May 7, 1997) and incorporated herein by reference). 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 Certificate of Incorporation of the Registrant dated July 31, 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). 3.4 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). 3.5 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).
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EXHIBIT NUMBER EXHIBIT - ------- ------- 3.6 Certificate of Amendment of Certificate of Designations of Series A Junior Participating Preferred Stock of Registrant dated September 5, 1997 (filed as Exhibit 3.6 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference). 3.7+ Composite copy of the Bylaws of the Registrant as currently in effect. 3.8+ Amendment of Article V of the Bylaws of the Registrant adopted effective as of January 1, 1999. 4.1 Indenture dated as of March 1, 1999 between Noble Drilling Corporation and Chase Bank of Texas, National Association, as trustee (filed as Exhibit 4.1 to the Registrant's Form 8-K dated March 22, 1999 (date of event: March 1, 1999) and incorporated herein by reference). 4.2 Supplemental Indenture dated as of March 16, 1999, between Noble Drilling Corporation and Chase Bank of Texas, National Association, as trustee (filed as Exhibit 4.2 to the Registrant's Form 8-K dated March 22, 1999 (date of event: March 1, 1999) and incorporated herein by reference). 4.3 Credit Agreement, dated as of August 14, 1997, among Noble Drilling Corporation, the lending institutions listed from time to time on Annex I thereto, Credit Lyonnais New York Branch, as Documentation Agent and Christiania Bank Og Kreditkasse ASA, New York Branch, as Arranger and Administrative Agent (filed as Exhibit 4.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference). 4.4 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 29, 1995 (date of event: June 28, 1995) and incorporated herein by reference). 4.5 Amendment No. 1 to Rights Agreement, dated September 3, 1997, between Noble Drilling Corporation and Liberty Bank and Trust Company of Oklahoma City, N.A. (filed as Exhibit 4.2 to the Registrant's Form 8-A/A (Amendment No. 1) dated September 3, 1997 and incorporated herein by reference). 4.6 Summary of Rights to Purchase Preferred Shares, as amended as of September 3, 1997 to conform with Amendment No. 1 to Rights Agreement, dated September 3, 1997 (filed as Exhibit 4.3 to the Registrant's Form 8-K dated September 3, 1997 (date of event: September 3, 1997) and incorporated herein by reference). 4.7 Note Purchase Agreement dated as of September 24, 1998, by and among Noble Drilling (Paul Romano) Inc. and each of the note purchasers thereunder. Each note purchaser has entered into a separate Note Purchase Agreement, which agreements are substantially identical in all material respects, except for the principal amount of notes to be purchased. A schedule identifying each of the note purchasers that entered into a Note Purchase Agreement with Noble Drilling (Paul Romano) Inc. and the principal amount of notes to be purchased by each such note purchaser is included as Schedule A to the Note Purchase Agreement (filed as Exhibit 4.1 to the Registrant's Form 10-Q for the three-month period ended September 30, 1998 and incorporated herein by reference). 4.8 Trust Indenture and Security Agreement dated as of November 24, 1998, between Noble Drilling (Paul Romano) Inc. and Chase Bank of Texas, National Association, as Trustee (filed as Exhibit 4.18 to the Registrant's Form S-3 dated (No. 33-72059) and incorporated herein by reference).
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EXHIBIT NUMBER EXHIBIT - ------- ------- 4.9 First Naval Mortgage covering the Noble Paul Romano dated as of November 24, 1998, made by Noble Drilling (Paul Romano) Inc. in favor of Chase Bank of Texas, National Association, as Indenture Trustee (filed as Exhibit 4.19 to the Registrant's Form S-3 (No. 333-72059) and incorporated herein by reference). 4.10 Note Purchase Agreement dated as of July 1, 1998, by and among Noble Drilling (Paul Wolff) Ltd., Chase Bank of Texas, National Association, as Trustee, and each of the note purchasers thereunder. Each note purchaser has entered into a separate Note Purchase Agreement, which agreements are substantially identical in all material respects, except for the principal amount of notes purchased. A schedule identifying each of the note purchasers that entered into a Note Purchase Agreement with Noble Drilling (Paul Wolff) Ltd. and the principal amount of notes purchased by each such note purchaser is included in Annex I to the Note Purchase Agreement (filed as Exhibit 4.4 to the Registrant's Form 10-Q for the three-month period ended September 30, 1998 and incorporated herein by reference). 4.11 Indenture of First Naval Mortgage, dated as of July 1, 1998, made by Noble Drilling (Paul Wolff) Ltd. in favor of Chase Bank of Texas, National Association, as Trustee (filed as Exhibit 4.5 to the Registrant's Form 10-Q for the three-month period ended September 30, 1998 and incorporated herein). 4.12 Parent Guaranty, dated as of July 1, 1998, by Noble Drilling Corporation in favor of Chase Bank of Texas, National Association, as Trustee (filed as Exhibit 4.6 to the Registrant's Form 10-Q for the three-month period ended September 30, 1998 and incorporated herein by reference). 4.13 Second Amendment, dated September 10, 1998, to Credit Agreement, dated as of August 14, 1997, among Noble Drilling Corporation, the lending institutions listed from time to time on Annex I thereto, Credit Lyonnais, New York Branch, as Documentation Agent, and Christiana Bank Og Kreditkasse ASA, New York Branch, as Administrative Agent (filed as Exhibit 4.7 to the Registrant's Form 10-Q for the three-month period ended September 30, 1998 and incorporated herein by reference). 4.14 Note Purchase Agreement dated as of December 21, 1998, by and among Noble Drilling (Jim Thompson) Inc., Chase Bank of Texas, National Association, as Trustee, and each of the note purchasers hereunder. Each note purchaser has entered into a separate Note Purchase Agreement, which agreements are substantially identical in all material respects, except for the principal amount of notes purchased. A schedule identifying each of the note purchasers that entered into a Note Purchase Agreement with Noble Drilling (Jim Thompson) Inc. and the principal amount of notes purchased by each such note purchaser is included as Annex I to the Note Purchase Agreement (filed as Exhibit 4.24 to the Registrant's Form S-3 (No. 333-72059) and incorporated herein by reference). 4.15 Indenture of First Naval Mortgage, dated as of December 21, 1998, made by Noble Drilling (Jim Thompson) Inc. in favor of Chase Bank of Texas, National Association, as Trustee (filed as Exhibit 4.25 to the Registrant's Form S-3 dated (No. 333-72059) and incorporated herein by reference). 4.16 Parent Guaranty, dated as of December 21, 1998, by Noble Drilling Corporation in favor of Chase Bank of Texas, National Association, as Trustee, filed as Exhibit 4.26 to the Registrant's Form S-3 dated (No. 333-72059) and incorporated herein by reference). 4.17+ Third Amendment, dated February 25, 1999, to Credit Agreement, dated as of August 14, 1997, among Noble Drilling Corporation, the lending institutions listed from time to time on Annex I thereto, Credit Lyonnais, New York Branch, as Documentation Agent, and Christiana Bank Og Kreditkasse ASA, New York Branch, as Administrative Agent.
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EXHIBIT NUMBER EXHIBIT - ------- ------- 10.1 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). 10.2 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). 10.3 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). 10.4 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). 10.5 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). 10.6 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). 10.7* Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan, as amended effective as of February 4, 1999 (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (No. 333-80511) and incorporated herein by reference). 10.8* 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). 10.9* 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). 10.10* Noble Drilling Corporation Equity Compensation Plan for Non-Employee Directors (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1996 and incorporated herein by reference). 10.11* Noble Drilling Corporation Short-Term Incentive Plan (revised April 1998) (filed as Exhibit 10 to the Registrants's Quarterly Report on Form 10-Q for the three-month period ended June 30, 1998 and incorporated herein by reference). 10.12* 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).
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EXHIBIT NUMBER EXHIBIT - ------- ------- 10.13* Amendment No. 1 to the Noble Drilling Corporation Amended and Restated Thrift Restoration Plan dated January 29, 1998 (filed as Exhibit 10.18 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference). 10.14* 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). 10.15* Amendment No. 1 to the Noble Drilling Corporation Retirement Restoration Plan dated January 29, 1998 (filed as Exhibit 10.18 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference). 10.16* Form of Indemnity Agreement entered into between the Registrant and each of the Registrant's directors and bylaw officers (filed as Exhibit 10.46 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference). 10.17 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). 10.18 Registration Rights Agreement dated as of July 1, 1996 between the Registrant and Royal Nedlloyd N.V. (filed as Exhibit 10.25 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference). 10.19* Employment Agreement, dated as of October 22, 1998, by and between Noble Drilling Corporation and James C. Day (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1998 and incorporated herein by reference). 10.20* Employment Agreement, dated as of October 22, 1998, by and between the Company and Byron L. Welliver (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1998 and incorporated herein by reference). 10.21* Employment Agreement dated as of October 22, 1998, by and between the Company and Julie J. Robertson (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1998 and incorporated herein by reference). 10.22*+ Employment Agreement dated as of January 1, 1999 by and between Noble Drilling Corporation and Robert D. Campbell. 10.23*+ Amendments to the Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan, dated July 24, 1997. 10.24 Noble Drilling Corporation Short-Term Incentive Plan (revised April 1999) (filed as Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the three month period ended March 31, 1999 and incorporated herein by reference). 12.1+ Statement re Computation of Ratio of Earnings to Fixed Charges. 21.1+ Subsidiaries of the Registrant. 23.1+ Consent of PricewaterhouseCoopers LLP. 27.1+ Financial Data Schedule.
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EXHIBIT NUMBER EXHIBIT - ------- ------- 99.1** Financial Statements required by Form 11-K for the fiscal year ended December 31, 1998 with respect to the Noble Drilling Corporation 401(k) Savings Plan (including consent of PricewaterhouseCoopers LLP regarding the incorporation by reference thereof).
* Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto. ** Filed herewith. + This exhibit was previously filed as part of, and is hereby incorporated by reference to the same numbered exhibit filed with, the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. 10 EX-99.1 2 FINANCIAL STATEMENTS - FISCAL YEAR ENDED 12/31/98 1 EXHIBIT 99.1 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION DECEMBER 31, 1998 AND 1997 2 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION - --------------------------------------------------------------------------------
PAGE Report of Independent Accountants 1 Financial Statements: Statements of net assets available for benefits at December 31, 1998 and 1997 2 Statements of changes in net assets available for benefits for the years ended December 31, 1998 and 1997 3 Notes to financial statements 4 - 13 Additional Information*: Form 5500 - Item 27(a) - Schedule of assets held for investment purposes at December 31, 1998 (Schedule I) 14 Form 5500 - Item 27(d) - Schedule of reportable transactions for the year ended December 31, 1998 (Schedule II) 15
* 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. 3 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and the Employee Benefits Committee of the Noble Drilling Corporation 401(k) Savings 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 401(k) Savings Plan (the Plan) at December 31, 1998 and 1997, 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 conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets held for Investment Purposes and Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP Houston, Texas June 10, 1999 4 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 AND 1997 - --------------------------------------------------------------------------------
1998 1997 Assets: Investments, at fair value: Noble Drilling Corporation common stock $ 6,817,292* $13,879,128* Collective investment fund 2,895,709* 2,977,387* Mutual funds 9,961,222* 6,522,564* Short-term investments 364 Noble Affiliates, Inc. common stock 1,093 Contributions receivable: Participants 284,708 170,758 Noble Drilling Corporation 150,635 94,345 Dividends and interest receivable 9,333 44,144 Participant loans 869,346 848,284 Loan interest receivable 5,904 3,982 ----------- ----------- 20,994,149 24,542,049 Liabilities: Bank overdraft 79,349 Trust fees payable 6,426 17,141 ----------- ----------- Net assets available for benefits $20,987,723 $24,445,559 =========== ===========
* This investment represents five percent or more of the total net assets available for benefits. The accompanying notes are an integral part of these financial statements. -2 5 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1998 AND 1997 - --------------------------------------------------------------------------------
1998 1997 Additions attributed to: Interest and dividend income $ 468,369 $ 415,807 Net (depreciation) appreciation on investments (7,279,106) 6,049,312 Contributions: Participants 3,202,339 1,734,166 Employer 1,664,250 1,122,343 ------------ ------------ Total (deductions) additions (1,944,148) 9,321,628 ------------ ------------ Deductions attributed to: Withdrawals (2,121,721) (3,431,565) Administrative and investment expenses (121,184) (109,551) ------------ ------------ Total deductions (2,242,905) (3,541,116) ------------ ------------ Net (decrease) increase in net assets available for benefits before rollovers from other plans (4,187,053) 5,780,512 Rollovers from other plans 729,217 544,962 ------------ ------------ Net (decrease) increase in net assets available for benefits (3,457,836) 6,325,474 Net assets available for benefits, beginning of year 24,445,559 18,120,085 ------------ ------------ Net assets available for benefits, end of year $ 20,987,723 $ 24,445,559 ============ ============
The accompanying notes are an integral part of these financial statements. -3- 6 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following brief description of the provisions of the Noble Drilling Corporation 401(k) Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the plan document for a more complete description of the Plan's provisions. GENERAL Noble Drilling Corporation (the Company) established the Noble Drilling Corporation Thrift Plan (the Thrift 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. Effective October 1, 1997, the Thrift Plan was amended and restated to incorporate prior amendments and increase the maximum participant contribution percentage from 10% to 12%. In addition, the Thrift Plan was renamed the Noble Drilling Corporation 401(k) Savings Plan. The Plan is a defined contribution plan. All domestic and expatriate employees are eligible to enroll in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended, and is administered by the Employee Benefits Committee of the Company, whose members are appointed by the Company's Board of Directors. Through October 1, 1997, the Plan Trustee was Exchange National Bank and Trust Company of Ardmore, Oklahoma (Exchange). Effective October 1, 1997, the Charles Schwab Trust Company, Inc. was appointed the Plan Trustee and Milliman & Robertson, Inc. became the Plan's recordkeeper. Under the terms of the Plan, the Trustee, on behalf of the Plan, acquires, holds and disposes of securities, including the common stock of the Company owned by the Plan. SIGNIFICANT ROLLOVERS FROM OTHER PLANS Effective May 1, 1996 and in connection with the acquisition of Chiles Offshore Corporation, the net assets available for plan benefits of the Chiles Offshore Corporation 401(k) Plan (Chiles) were merged into the Plan. Effective January 1, 1998 the net assets available for plan benefits of the Triton Profit Sharing Plan were merged into the Plan. Triton Engineering Services Company is a wholly-owned subsidiary of the Company. -4- 7 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- CONTRIBUTIONS Effective October 1, 1997, participants may contribute on a pre-tax basis up to 12% (up to a limit of $10,000 for both 1998 and 1997) of their base compensation to the Plan. Prior to October 1, 1997, the maximum allowable participant contribution was 10%. The Plan provides for the following amounts of employer matching contributions based on the participant's years of vesting service:
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 form of cash or 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 Company reserves the right to amend or terminate the Plan, subject to the provisions of ERISA. Upon notice of termination or permanent suspension of contributions, the accounts of all participants affected thereby will become fully vested and in the event of termination, will be distributed in accordance with the provisions of the Plan. LOANS A participant has the ability to borrow funds from the employee's vested pre-tax and rollover amounts. A loan is secured by the participant's account balance and bears interest at a fixed rate of prime rate plus one percent. Interest rates on loans outstanding range from 7% to 10.5%. Participants may borrow a maximum amount equal to the lesser of (i) 50 percent of each participant's vested account balance under the Plan or (ii) $50,000, reduced by the excess, if any, of the highest outstanding loan balance outstanding in the previous year over the loan balance currently outstanding. The loans are repayable within five years unless used to acquire a principal residence. Repayment of the principal and interest of a loan is invested according to the participant's current investment directions for future pre-tax contributions to the Plan. Upon leaving the Company, the Plan participant has 90 days to repay the outstanding loan balance, with a lump sum payment. In the event the loan is not paid within that time period the loan balance will be defaulted and become taxable to the participant. During 1998 and 1997, $378,418 and $619,484, respectively, of new loans were made to participants. 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 contribution or rollover account. -5- 8 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- Additionally, vested participants may make in-service withdrawals from the Company's matching account. 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. 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 one percent increments. A brief description of the Plan's investment options follows. For a detailed description of investment options and risk profiles, refer to the respective fund prospectus.
FUND INVESTMENTS Morley Institutional Guaranteed investment contracts, bank Investors' Fund (Morley) investment contracts and money-market instruments. PIMCO Total Return United States government securities, Institutional Fund (PIMCO) corporate bonds, mortgage related securities and money-market instruments. Dodge & Cox Balanced Common stocks and convertible Fund (Dodge & Cox) securities. Vanguard Index 500 Common stocks of small, growing Fund (Vanguard) companies as well as large, established companies. Brandywine Fund Common stocks of small to medium-sized (Brandywine) companies that are expected to demonstrate growth in earnings and revenue. American AAdvantage Common stocks and debt securities of International Equity Fund - companies and governments outside the Institutional Class United States. (American AAdvantage) Fund ND Noble Drilling Corporation common stock
Prior to October 1, 1997, investment options available to the participants included the following investment funds and Fund ND:
FUND INVESTMENTS Fund A United States government securities, highly rated corporate bonds and preferred stocks, commercial paper and cash deposits.
-6- 9
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- FUND INVESTMENTS 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.
The balance in the General Fund prior to October 1, 1997 represented unallocated employee forfeitures and consisted of short-term, highly liquid investments in money market funds. Subsequent to October 1, 1997, unallocated forfeitures are maintained in the Fund ND and the Morley Institutional Investors' Fund. Unallocated forfeitures are segregated from all other participants' records. Unallocated forfeitures of $24,180 and $150,798 at December 31, 1998 and 1997, respectively, may be used to reduce future Company matching contributions. See Note 5 for financial information by fund. VESTING A participant's contributions are 100 percent vested at all times. 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. Chiles participants become vested in the Company's contributions and the related earnings of such contributions after attainment of the years of service specified below:
VESTED AND NONFORFEITABLE YEARS PERCENTAGE OF EMPLOYER'S OF SERVICE CONTRIBUTION INTO THE PLAN 1 20% 2 40% 3 60% 4 80% 5 100%
In general, a participant will be deemed to have completed a "year of service" for each calendar year during which the participant completes at least 1,000 hours of service. 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. -7- 10 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- 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 (short-term investments) is highly liquid; therefore, the fair value approximates cost. The cost of investments sold is determined on the basis of average cost. Shares in the Collective investment fund are valued at the fair value of the fund's underlying net assets as determined by the quoted closing price for those securities for which market quotations are available or with respect to other assets, fair value as determined in good faith by the fund manager. Investments in Mutual Funds are valued on the basis of net asset value as reported by the respective Mutual Fund companies. Purchases and sales of securities are reflected on a trade-date basis. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis. Prior to October 1, 1997, the Plan invested in guaranteed investment contracts through a pooled account. This account was credited with earnings on the underlying investments and charged for Plan withdrawals and administrative expenses. These contracts are included in the financial statements at contract value, which approximates fair value, as reported to the Plan by the administrator of the pooled account. Contract value represents contributions made under the contract, plus earnings, less Plan withdrawals and administrative expenses. The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. 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, 1998 and 1997, administrative expenses of $121,184 and $109,551, 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 (the Code). There were no excess contributions refundable to employees for the years ended December 31, 1998 and 1997. USE OF ESTIMATES The preparation of the Plan's financial statements in conformity with generally accepted accounting principles requires the Plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. -8- 11 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- CONCENTRATIONS OF CREDIT RISK Certain financial instruments potentially subject the Plan to concentrations of credit risk. These financial instruments consist of various mutual funds and collective funds. The Plan does not obtain or require collateral for these funds. Changes in the economic environment have a direct impact on the market value of the funds. It is reasonably possible that changes in the economic environment will occur in the near term and that such changes will have a material effect on the market value of the funds included in the Plan. 3. TAX STATUS The Company has received a favorable determination letter from the Internal Revenue Service dated October 27, 1995. A favorable determination letter allows the Company to take a business expense deduction for contributions paid within a specified period and for participants' benefits not to be taxed until received by them. In addition, since the trust fund of the Plan is treated as an exempt organization, its income is not subject to federal or state income taxes. 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. 4. RELATED PARTIES The Trustee is authorized to invest in securities under its control. Transactions resulting in Plan assets being transferred to, or used by, a related party are prohibited under ERISA unless a specific exemption exists. Exchange is a "party-in-interest" as defined by ERISA as a result of investing Plan assets in one of its funds. However, such transactions are exempt under Section 490(b)(8) and are not prohibited by ERISA. -9- 12 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- 5. FINANCIAL INFORMATION BY FUND (PAGE 1 OF 4) NET ASSETS AVAILABLE FOR BENEFITS - BY FUND DECEMBER 31, 1998
PARTICIPANT DIRECTED ------------------------------------------------------------------------ DODGE & MORLEY PIMCO COX VANGUARD BRANDYWINE ------------ ------------ ------------ ------------ ------------ Assets: Investments, at fair value: Short-term investments Noble Drilling Corporation common stock* Collective investment fund* $ 2,895,709 Mutual funds* $ 1,685,875 $ 1,465,315 $ 4,604,525 $ 1,587,045 Contributions receivable: Participants 25,757 20,190 39,437 64,852 54,877 Noble Drilling Corporation Dividends and interest receivable 9,333 Participant loans Loan interest receivable 559 379 924 1,462 1,016 Loan payment receivable 2,755 1,441 3,477 6,299 4,692 ------------ ------------ ------------ ------------ ------------ 2,924,780 1,717,218 1,509,153 4,677,138 1,647,630 Liabilities: Trust fees payable 945 550 478 1,504 518 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $ 2,923,835 $ 1,716,668 $ 1,508,675 $ 4,675,634 $ 1,647,112 ============ ============ ============ ============ ============ PARTICIPANT DIRECTED --------------------------- AMERICAN AADVANTAGE FUND ND LOANS TOTAL ------------ ------------ ------------ ------------ Assets: Investments, at fair value: Short-term investments Noble Drilling Corporation common stock* $ 6,817,292 $ 6,817,292 Collective investment fund* 2,895,709 Mutual funds* $ 618,462 9,961,222 Contributions receivable: Participants 15,772 63,823 284,708 Noble Drilling Corporation 150,635 150,635 Dividends and interest receivable 9,333 Participant loans $ 869,346 869,346 Loan interest receivable 204 1,360 5,904 Loan payment receivable 994 5,307 (24,965) ------------ ------------ ------------ ------------ 635,432 7,038,417 844,381 20,994,149 Liabilities: Trust fees payable 204 2,227 6,426 ------------ ------------ ------------ ------------ Net assets available for benefits $ 635,228 $ 7,036,190 $ 844,381 $ 20,987,723 ============ ============ ============ ============
* These investments represent five percent or more of total net assets available for benefits. -10- 13 NOBLE DRILLING CORPORATION 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------- 5. FINANCIAL INFORMATION BY FUND (PAGE 2 OF 4) NET ASSETS AVAILABLE FOR BENEFITS -- BY FUND DECEMBER 31, 1997
PARTICIPANT DIRECTED ------------------------------------------------------------------------------------------- DODGE & AMERICAN MORLEY PIMCO COX VANGUARD BRANDYWINE AADVANTAGE FUND ND ----------- ----------- ----------- ----------- ----------- ----------- ----------- Assets: Investments, at fair value: Short-term investments $ 364 Noble Drilling Corporation common stock* $13,879,128 Noble Affiliates, Inc. common stock Collective investment fund* 2,977,387 Mutual funds* $ 1,432,192 $ 900,755 $ 2,652,498 $ 1,270,200 $ 266,919 Contributions receivable: Participants 15,755 12,841 21,566 41,818 37,071 9,786 31,921 Noble Drilling Corporation 94,345 Dividends and interest receivable 44,144 Participant loans Loan interest receivable 426 268 912 775 696 160 745 Low payment receivable 1,904 1,018 3,413 3,101 2,603 685 2,574 ----------- ----------- ----------- ----------- ----------- ----------- ----------- 2,995,836 1,490,463 926,646 2,698,192 1,310,570 277,550 14,008,713 Liabilities: Bank overdraft 1,218 8,283 42,874 18,385 7,545 Trust fees payable 2,475 1,164 693 2,002 978 217 9,612 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits $ 2,993,361 $ 1,488,081 $ 917,670 $ 2,653,316 $ 1,291,207 $ 277,333 $13,991,556 =========== =========== =========== =========== =========== =========== =========== NON- PARTICIPANT DIRECTED ----------- FUND N LOANS TOTAL ----------- ----------- ----------- Assets: Investments, at fair value: Short-term investments $ 364 Noble Drilling Corporation common stock* 13,879,128 Noble Affiliates, Inc. common stock $ 1,093 1,093 Collective investment fund* 2,977,387 Mutual funds* 6,522,564 Contributions receivable: Participants 170,758 Noble Drilling Corporation 94,345 Dividends and interest receivable 44,144 Participant loans $ 848,284 848,284 Loan interest receivable 3,982 Low payment receivable (15,298) ----------- ----------- ----------- 1,093 832,986 24,542,049 Liabilities: Bank overdraft 1,044 79,349 Trust fees payable 17,141 ----------- ----------- ----------- Net assets available for benefits $ 49 $ 832,986 $24,445,559 =========== =========== ===========
* These investments represent five percent or more of total net assets available for benefits. -11- 14 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 5. FINANCIAL INFORMATION BY FUND (PAGE 3 OF 4) CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - BY FUND YEAR ENDED DECEMBER 31, 1998
PARTICIPANT DIRECTED ---------------------------------------------------------------------------- DODGE & MORLEY PIMCO COX VANGUARD BRANDYWINE ------------ ------------ ------------ ------------ ------------ Additions attributed to: Interest and dividend income $ 6,985 $ 169,583 $ 131,957 $ 82,444 $ 30,349 Net (depreciation) appreciation on investments 164,915 (11,702) (44,355) 782,409 (36,833) Contributions: Participants 321,341 243,057 468,196 757,460 673,735 Employer 1,253 ------------ ------------ ------------ ------------ ------------ Total (deductions) additions 494,494 400,938 555,798 1,622,313 667,251 ------------ ------------ ------------ ------------ ------------ Deductions from net assets attributed to: Participant loans, net 9,245 (1,071) 65,612 2,080 14,074 Withdrawals (584,440) (148,493) (80,410) (237,555) (109,963) Administrative and investment expenses (21,391) (9,305) (7,036) (20,925) (7,617) Interfund transfers net (78,027) (104,911) (43,969) 517,214 (258,278) ------------ ------------ ------------ ------------ ------------ Total deductions (674,613) (263,780) (65,803) 260,814 (361,784) ------------ ------------ ------------ ------------ ------------ Net (decrease) increase in net assets available for benefits before rollovers from other plans (180,119) 137,158 489,995 1,883,127 305,467 Rollover from other plans 110,593 91,429 101,010 139,191 50,438 ------------ ------------ ------------ ------------ ------------ Net (decrease) increase in net assets available for benefits (69,526) 228,587 591,005 2,022,318 355,905 Net assets available for benefits beginning of year 2,993,361 1,488,081 917,670 2,653,316 1,291,207 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits, end of year $ 2,923,835 $ 1,716,668 $ 1,508,675 $ 4,675,634 $ 1,647,112 ============ ============ ============ ============ ============ NON- PARTICIPANT DIRECTED PARTICIPANT ---------------------------- DIRECTED AMERICAN ----------- AADVANTAGE FUND ND FUND N LOANS TOTAL ------------ ------------ ----------- ------------ ------------ Additions attributed to: Interest and dividend income $ 30,727 $ 16,324 $ 468,369 Net (depreciation) appreciation on investments 7,704 (8,141,244) (7,279,106) Contributions: Participants 173,557 564,993 3,202,339 Employer 1,662,997 1,664,250 ------------ ------------ ------------ Total (deductions) additions 211,988 (5,896,930) (1,944,148) ------------ ------------ ------------ Deductions from net assets attributed to: Participant loans, net 7,858 (120,353) $ 22,555 Withdrawals (15,081) (866,495) (79,284) (2,121,721) Administrative and investment expenses (2,709) (52,201) (121,184) Interfund transfers, net 109,278 (141,258) $ (49) ------------ ------------ ---------- ------------ ------------ Total deductions 99,346 (1,180,307) (49) (56,729) (2,242,905) ------------ ------------ ---------- ------------ ------------ Net (decrease) increase in net assets available for benefits before rollovers from other plans 311,334 (7,077,237) (49) (56,729) (4,187,053) Rollover from other plans 46,561 121,871 68,124 729,217 ------------ ------------ ---------- ------------ ------------ Net (decrease) increase in net assets available for benefits 357,895 (6,955,366) (49) 11,395 (3,457,836) Net assets available for benefits, beginning of year 277,333 13,991,556 49 832,986 24,445,559 ------------ ------------ ---------- ------------ ------------ Net assets available for benefits, end of year $ 635,228 $ 7,036,190 $ -- $ 844,381 $ 20,987,723 ============ ============ ========== ============ ============
-12- 15 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 5. FINANCIAL INFORMATION BY FUND (PAGE 4 OF 4) CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - BY FUND YEAR ENDED DECEMBER 31, 1997
PARTICIPANT DIRECTED ----------------------------------------------------------------------------- FUND A FUND B FUND I MORLEY PIMCO ------------ ------------ ------------ ------------ ------------ Additions attributed to: Interest and dividend income $ 110,161 $ 12,317 $ 15,168 $ 2,175 $ 56,762 Net appreciation (deprecia- tion) on investments 13,022 524,935 (194,252) 393,248 (13,290) Contributions Participants 199,840 274,141 370,650 81,074 63,154 Employer ------------ ------------ ------------ ------------ ------------ Total additions 323,023 811,393 191,566 476,497 106,626 ------------ ------------ ------------ ------------ ------------ Deductions from net assets attributed to: Transfer of assets between Trustees (2,057,601) (2,822,647) (3,520,423) 3,520,413 2,057,601 Participant loans, net (8,297) (10,024) (100,894) (2,113) 8,381 Withdrawals (54,696) (43,347) (287,128) (611,627) (221,965) Administrative and investment expenses (12,519) (12,976) (10,102) (7,262) (3,136) Interfund transfers, net (89,572) 90,078 28,034 (382,547) (459,426) ------------ ------------ ------------ ------------ ------------ Total deductions (2,222,685) (2,798,916) (3,890,513) 2,516,864 1,381,455 ------------ ------------ ------------ ------------ ------------ Net increase (decrease) in net assets available for benefits before rollovers from other plans (1,899,662) (1,987,523) (3,698,947) 2,993,361 1,488,081 Rollover from other plans ------------ ------------ ------------ ------------ ------------ Net increase (decrease) in net assets available for benefits (1,899,662) (1,987,523) (3,698,947) 2,993,361 1,488,081 Net assets available for benefits, beginning of year 1,899,662 1,987,523 3,698,947 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits, end of year $ -- $ -- $ -- $ 2,993,361 $ 1,488,081 ============ ============ ============ ============ ============ PARTICIPANT DIRECTED ------------------------------------------------------------------------ DODGE & AMERICAN COX VANGUARD BRANDYWINE AADVANTAGE FUND ND ------------ ------------ ------------ ---------- ------------ Additions attributed to: Interest and dividend income $ 49,984 $ 30,186 $ 97,670 $ 13,349 $ 19,188 Net appreciation (deprecia- tion) on investments (46,734) (12,397) (238,862) (20,469) 5,657,584 Contributions Participants 61,666 155,560 103,124 27,193 396,902 Employer 1,122,343 ------------ ------------ ------------ --------- ------------ Total additions 64,916 173,349 (38,068) 20,073 7,196,017 ------------ ------------ ------------ --------- ------------ Deductions from net assets attributed to: Transfer of assets between Trustees 2,822,647 163,614 Participant loans, net 15,526 7,402 460 1,403 (215,079) Withdrawals (2,590) (227,285) (199) (205) (1,768,606) Administrative and investment expenses (1,690) (5,366) (2,567) (514) (52,843) Interfund transfers, net 765,444 (293,810) 1,193,784 256,576 (1,065,847) ------------ ------------ ------------ --------- ------------ Total deductions 776,690 2,303,588 1,191,478 257,260 (2,938,761) ------------ ------------ ------------ --------- ------------ Net increase (decrease) in net assets available for benefits before rollovers from other plans 841,606 2,476,937 1,153,410 277,333 4,257,256 Rollover from other plans 76,064 176,379 137,797 75,520 ------------ ------------ ------------ --------- ------------ Net increase (decrease) in net assets available for benefits 917,670 2,653,316 1,291,207 277,333 4,332,776 Net assets available for benefits, beginning of year 9,658,780 ------------ ------------ ------------ --------- ------------ Net assets available for benefits, end of year $ 917,670 $ 2,653,316 $ 1,291,207 $ 277,333 $ 13,991,556 ============ ============ ============ ========= ============ NON- PARTICIPANT DIRECTED -------------------------- GENERAL FUND N FUND LOANS TOTAL ------------ ------------ ------------ ------------ Additions attributed to: Interest and dividend income $ 401 $ 8,446 $ 415,807 Net appreciation (deprecia- tion) on investments (13,473) 6,049,312 Contributions Participants 862 1,734,166 Employer 1,122,343 ------------ ------------ ------------ ------------ Total additions (12,210) 8,446 9,321,628 ------------ ------------ ------------ ------------ Deductions from net assets attributed to: Transfer of assets between Trustees (163,604) Participant loans, net 412 $ 302,823 Withdrawals (213,917) (3,431,565) Administrative and investment expenses (576) (109,551) Interfund transfers, net (115,228) 72,514 ------------ ------------ ------------ ------------ Total deductions (115,392) (91,090) 88,906 (3,541,116) ------------ ------------ ------------ ------------ Net increase (decrease) in net assets available for benefits before rollovers from other plans (127,602) (82,644) 88,906 5,780,512 Rollover from other plans 45,114 34,088 544,962 ------------ ------------ ------------ ------------ Net increase (decrease) in net assets available for benefits (127,602 (37,530) 122,994 6,325,474 Net assets available for benefits, beginning of year 127,651 37,530 709,992 18,120,085 ------------ ------------ ------------ ------------ Net assets available for benefits, end of year $ 49 $ -- $ 832,986 $ 24,445,559 ============ ============ ============ ============
-13- 16 SCHEDULE I NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 - --------------------------------------------------------------------------------
(c) DESCRIPTION ------------------------------------------- NUMBER OF (e) (b) SHARES/UNITS (d) CURRENT (a) IDENTITY OF ISSUE ASSET TYPE OF INTEREST COST VALUE ------------------- ------------ -------------- ------ --------- * Noble Drilling Corporation Common stock 526,940 $ 6,897,199 $ 6,817,292 Morley Institutional Investors' Fund Collective Investment Fund 145,221 2,668,509 2,895,709 Vanguard Index 500 Fund Mutual fund 40,408 3,878,964 4,604,525 Brandywine Fund Mutual fund 62,412 1,712,511 1,587,045 PIMCO Total Return Institutional Fund Mutual fund 159,950 1,713,083 1,685,875 Dodge & Cox Balanced Fund Mutual fund 22,467 1,542,669 1,465,315 * Participant loans Loans, Interest rates ranging from 7% - 10.50% 869,346 869,346 American AAdvantage International Equity Fund - Institutional Class Mutual fund 36,273 629,901 618,462 ------------ --------------- Total assets held for investment purposes $ 19,042,836 $ 20,543,569 ============ ===============
* Indicates party-in-interest transaction, for which a statutory exemption exists. -14- 17 SCHEDULE II NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 - --------------------------------------------------------------------------------
(h) Current value (i) (a) (b) (c) (d) (g) of asset on Net Identity of Description Number of Number of Purchase Selling Cost of transaction gain party involved of asset purchases sales price price asset sold date (loss) ---------------- ------------- --------- --------- -------- -------- ---------- ----------- ------ Schwab Brandywine Fund 35,455 22,875 $1,059,247 $ 617,201 $ 800,675 $ 617,201 $ (183,474) Schwab Dodge & Cox Balanced Fund 14,709 5,679 993,890 381,212 394,783 381,212 (13,571) Schwab Morley Institutional Investors' Fund 106,003 118,612 2,057,295 2,305,464 2,123,409 2,305,464 182,055 Noble Drilling Corporation Common Stock 162,877 155,455 3,192,630 3,415,223 1,815,707 3,415,223 1,599,516 Schwab Vanguard Index 500 Fund 21,183 9,129 2,179,538 1,003,412 944,732 1,003,412 58,680
- ---------- 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 401(k) Savings Plan. Columns (e) and (f) have been omitted because they are not applicable -15- 18 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on 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), Form S-8 (No. 33-57675), Form S-8 (No. 333-25857), Form S-8 (No. 333-17407) and Form S-8 (No. 333-80511) of Noble Drilling Corporation of our report dated June 10, 1999 relating to the financial statements, which appears in this Form 10-K/A (Amendment No. 2). PricewaterhouseCoopers LLP Houston, Texas June 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----