-----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, P7qIB/xV9BxWWJxOMSMebkJkBpTInWjZjLXZAWZT1E9bCtwcSjJns85Ofn8+pWip N40DnfPMqe4Vrff6OzsK9g== /in/edgar/work/20000628/0000950134-00-005371/0000950134-00-005371.txt : 20000920 0000950134-00-005371.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950134-00-005371 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE DRILLING CORP CENTRAL INDEX KEY: 0000777201 STANDARD INDUSTRIAL CLASSIFICATION: [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: 663481 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 e10-ka.txt AMENDMENT NO 1 TO FORM 10-K FYE DECEMBER 31, 1999 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- (Mark One) FORM 10-K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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) 13135 South Dairy Ashford, Suite 800 Sugar Land, Texas 77478 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (281) 276-6100 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange on Title of Each Class Which Registered ------------------- ------------------------- Common Stock, $.10 par value per share New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange
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 the 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 8, 2000: $5,082,657,041. Number of shares of Common Stock outstanding as of March 8, 2000: 132,602,991. 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 2000 annual meeting of stockholders - Part III ================================================================================ 2 This Amendment No. 1 to the Annual Report on Form 10-K of Noble Drilling Corporation for the year ended December 31, 1999 (the "1999 Form 10-K") is being filed for the following purposes: (1) To file a new Exhibit 10.11 to replace the Exhibit 10.11 incorporated by reference into the 1999 Form 10-K. (2) To file the financial statements required by Form 11-K for the fiscal year ended December 31, 1999 with respect to the Noble Drilling Corporation 401(k) Savings Plan as Exhibit 99.1. (3) To amend Item 14 of the 1999 Form 10-K to reflect the filing herewith of new Exhibit 99.1. Item 14 is restated as set forth on the following page. (4) To restate in its entirety the index to Exhibits to the 1999 Form 10-K as set forth following the signature page, in order to reflect the inclusion therein, and the filing herewith, of revised Exhibit 10.11 and new Exhibit 99.1. (5) To amend Item 10 of the 1999 Form 10-K to read in its entirety as follows: ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The sections entitled "Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" appearing in our proxy statement for the annual meeting of stockholders to be held on April 27, 2000 (the "2000 Proxy Statement"), set forth certain information with respect to the directors of Noble Drilling and with respect to reporting under Section 16(a) of the Securities Exchange Act of 1934, and are incorporated herein by reference. To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the year ended December 31, 1999, all Section 16(a) filing requirements applicable to its directors, officers, and beneficial owners of more than 10 percent of its Common Stock were complied with, except that Michael A. Cawley, a director of Noble Drilling Corporation, filed one Form 4 late with respect to one transaction. Certain information with respect to the executive officers of Noble Drilling is set forth under the caption "Executive Officers of the Registrant" in Part I of this report. 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 part of this report is set forth in Item 8 on page 22 and is incorporated herein by reference. (2) Financial Statement Schedules: All schedules are omitted because they are either not applicable or 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, 1999, with respect to the Noble Drilling Corporation 401(k) Savings Plan (formerly Noble Drilling Corporation Thrift 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, 1999. 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized. NOBLE DRILLING CORPORATION Date: June 28, 2000 By: /s/ Robert D. Campbell -------------------------------- Robert D. Campbell, President 5 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 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 incorporated 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 and Pride Petroleum Services, Inc. (filed as Exhibit 2.10 in the Registrant's 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 DESCRIPTION - ------- ----------- 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 (filed as Exhibit 3.7 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference). 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-K/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 Quarterly Report on Form 10-Q for the three-month period ended September 30, 1998 and incorporated herein by reference).
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EXHIBIT NUMBER DESCRIPTION - ------- ----------- 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 Registration Statement on Form S-3 (No. 333-72059) and incorporated herein by reference). 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 Registration Statement on 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 Quarterly Report on 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 Quarterly Report on Form 10-Q for the three-month period ended September 30, 1998 and incorporated herein by reference). 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 Quarterly Report on 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 Quarterly Report on 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 Registration Statement on 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 Registration Statement on 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 Registration Statement on Form S-3 (No. 333-72059) and incorporated herein by reference).
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EXHIBIT NUMBER DESCRIPTION - ------- ----------- 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 (filed as Exhibit 4.18 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference). 4.18+ Fourth Consent, dated January 14, 2000, 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, and Christiana Bank Og Kreditkasse ASA, New York Branch, as Administrative Agent. 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. 33-62394) 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).
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EXHIBIT NUMBER DESCRIPTION - ------- ----------- 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 2000). 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). 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* 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 filed on Form 10-Q for the three-month period ended September 30, 1998 and incorporated herein by reference). 10.19* 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 filed 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 January 1, 1999 by and between Noble Drilling Corporation and Robert D. Campbell (filed as Exhibit 10.22 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference). 10.21*+ Amendment to the Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan, dated October 28, 1999. 12.1+ Statement re Computation of Ratio of Earnings to Fixed Charges. 21.1+ Subsidiaries of the Registrant.
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EXHIBIT NUMBER DESCRIPTION - ------- ----------- 23.1+ Consent of PricewaterhouseCoopers LLP. 27.1+ Financial Data Schedule. 99.1** Financial Statements required by Form 11-K for the fiscal year ended December 31, 1999 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 with this Amendment No. 1. + 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, 1999. EX-10.11 2 ex10-11.txt SHORT TERM INCENTIVE PLAN 1 EXHIBIT 10.11 NOBLE DRILLING CORPORATION SHORT TERM INCENTIVE PLAN Revised: April 2000* SECTION 1. PURPOSE The success of Noble Drilling Corporation (Noble Drilling) and its subsidiaries (collectively, unless the context otherwise requires, the Company) is a result of the efforts of all employees. In order to focus each employee's attention on available opportunities to increase revenues, control costs and seek out profitable ventures, the Company maintains this Short Term Incentive Plan (the "Plan") to reward employees for successful achievement of specific goals. An effective incentive plan should both align employee interests with those of stockholders and motivate and influence employee behavior. Each position within the Company has the ability to make a positive contribution to key factors that increase stockholder value. These factors can be quantified and measured through achievement of various financial and operational targets, such as net income, return on capital employed, cash flow from operations, EVA(R)1, safety and personnel turnover. The objectives of using such targets in the formulation of the specific Company goals are to link an employee's annual incentive award more closely to the creation of stockholder wealth and to promote a culture of high performance and ownership by employees. SECTION 2. PARTICIPATION AND ELIGIBILITY Full-time employees in salary classifications 18N and higher who have completed one year of service at the close of the Plan year are eligible for consideration of a bonus under the Plan, subject to the discretion of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Noble Drilling. Each such employee will be considered either a "corporate employee" or a "division employee" for purposes of adjustment of such employee's target bonus pursuant to Section 6. Full-time, non-exempt employees not in such salary * Established in 1977 - -------- (1) EVA(R) , which stands for economic value added, is a registered trademark of Stern Stewart & Co. 1 2 classifications who have completed one year of service at the close of the Plan year are also eligible for consideration of a bonus under the Plan, subject to the discretion of the Committee. The Plan year shall be the calendar year. To be eligible to receive a bonus payment with respect to a Plan year, the person must be on the employee roster on the last day of such Plan year and must continue to be employed through the date on which bonus payments for such Plan year are made. The bonus for an employee with less than two years of service will be prorated based upon the number of full months employed, unless another manner of adjustment is determined by the Committee in its discretion. In order to align the interests of the participants under the Plan with stockholders, participants in pay grades 28 and higher ("Scheduled Participants") will receive one-half of their bonus amount in Noble Drilling Corporation common stock ("Common Stock"), until the specified ownership targets are satisfied. Scheduled Participants may elect to receive up to 100 percent of their bonus amount in Common Stock. So long as a Scheduled Participant satisfies and maintains the ownership target applicable to such Scheduled Participant under the Plan, such Scheduled Participant may elect to receive up to 100 percent of his or her bonus amount in cash. The total bonus paid for a Plan year shall not be greater than the aggregate bonus accruals for all participating offices and divisions for such Plan year. If the accrual amount for a specific participating office or division for a Plan year is greater than the bonus amount under the Plan for such office or division, the excess accrual balance will not be distributed. If the accrual amount for a specific participating office or division for a Plan year is less than the bonus amount under the Plan, only the accrual balance will be distributed. SECTION 3. ADMINISTRATIVE PROCEDURES During the fourth quarter of each year, the Company will commence preparation of budgets and forecasts for the succeeding Plan year. The Board will approve the budget for the Plan year not later than March 31st of such Plan year. Goals for a Plan year for each of the categories in Section 5 will be approved by the Committee not later than the annual meeting of the Board held immediately following the annual meeting of stockholders in such Plan year. The specific goals established for the Plan year will be set forth in an Annex I to this Plan for such Plan year, and the Annex I hereto for each Plan year shall be incorporated into and made a part of this Plan for such Plan year. 2 3 If, after the establishment of goals for a Plan year, the budget changes substantially due to subsequent events, then the Chief Executive Officer of Noble Drilling (the "CEO") shall, at his discretion, recommend and submit revised goals to the Committee for its approval. Any such revised goals shall be applicable to the Plan year from and after the time of their approval by the Committee. SECTION 4. TARGET BONUS A target bonus is determinable for each full-time employee in salary classification 18N or higher who has completed one year of service at the close of a Plan year. The target bonus for an employee is an amount equal to the employee's salary at the end of the Plan year multiplied times the target bonus percentage assigned to such employee's salary classification. Target bonus percentages range from 10 percent to 75 percent based on salary classification, as follows:
Salary Classification Target Bonus Percentage --------------------- ----------------------- 18N 5% 19N 10% 20N through 22N 15% 23N 20% 24N through 25N 25% 26N through 27N 30% 28N through 32N 35% 30C through 32C 45% 33C through 36C 55% 37C 75%
SECTION 5. GOAL CATEGORIES AND WEIGHTINGS Goals for the following categories will be approved by the Committee for each Plan year. Such goals will then be set forth in the Annex I to this Plan for such Plan year. The relative weighting assigned to each goal will be as set forth below subject to annual review by the Committee. CORPORATE GOALS
Assigned Weight --------------- 1. Net income 50% 2. Cash flow from operations 50%
3 4 DIVISION GOALS A. Gulf Coast Marine (including Mexico), Middle East (Qatar and India), Venezuela, West Africa, North Sea and Brazil
Assigned Weight --------------- 1. Safety results 50% 2. Personnel turnover 20% 3. Cash flow from operations 15% 4. Net income 15%
Assigned Weight --------------- B. Hibernia and Triton Assigned Weight 1. Safety Results 50% 2. Net Income 50%
4 5 SECTION 6. ADJUSTMENT OF TARGET BONUS The respective employee target bonuses determined pursuant to Section 4 for a Plan year are subject to adjustment as set forth in this Section to reflect the levels of achievement of the specific, predetermined goals for such Plan year. Corporate Employee. The target bonus for a corporate employee will be adjusted to reflect the combined weighted percentage of achievement of the corporate goals as set forth in Section 5. Division Employee. In order to promote cooperation among the divisions and recognition by each division of its contribution to the Company's overall performance, the target bonus for a division employee will be weighted 50 percent for achievement of the applicable division goals and 50 percent for achievement of the corporate goals. The target bonus for a division employee will therefore be adjusted to reflect the combined weighted percentage of achievement of (i) the division goals applicable to such division employee as set forth in Section 5 (50 percent) and (ii) the corporate goals as set forth in Section 5 (50 percent). Accordingly, the bonuses payable to division employees are dependent upon the levels of achievement of both division and corporate goals. Subject to the determination by the Board of a sufficient bonus pool for a Plan year pursuant to Section 7, the bonus payable to an eligible employee in salary classification 18N or higher will be an amount equal to such employee's target bonus amount multiplied times the applicable multiplier determined under the following schedule:
Combined Weighted Applicable Multiplier Percentage of Goal Achievement to Calculate Bonus Payable ------------------------------ -------------------------- Greater than 160% 2.00 141 - 160% 1.75 131 - 140% 1.50 121 - 130% 1.40 106 - 120% 1.20 96 - 105% 1.00 76 - 95% .75 66 - 75% .25 Below 65% .00
5 6 Schedule A to Annex I to this Plan for each Plan year sets forth an example bonus calculation pursuant to the terms of this Plan. SECTION 7. ALLOCATION OF BONUS PAYABLE After the end of each Plan year, the Board, in its best business judgment, will determine the total bonus pool for such Plan year, giving due consideration to the aggregate target bonus amounts, overall Company performance, and levels of attainment of the specific, predetermined corporate or division goals for such Plan year. In determining overall Company performance, the Board will consider the Company's performance in relation to both the predetermined corporate and division goals and the prevailing market conditions in the industry during the Plan year. The total bonus pool authorized by the Board for a Plan year may be an amount equal to, less than, or greater than the aggregate amount of the bonuses payable to all eligible employees in salary classifications 18N through 37C (the "Aggregate Calculated Pool"). Subject to the last sentence of the next succeeding paragraph, all eligible employees in salary classifications 18N through 37C will receive a bonus as calculated in accordance with Section 6, provided the Board has determined and authorized a total bonus pool in an amount equal to or greater than the Aggregate Calculated Pool. If the Board authorizes a total bonus pool in an amount less than the Aggregate Calculated Pool, then the Board shall also determine the percentage of such bonus pool (which may be any percentage up to 100 percent) that shall be allocated to the eligible employees in salary classifications 18N through 37C, and the bonuses otherwise payable to such employees, subject to the last sentence of the next succeeding paragraph, will be prorated accordingly based on the amount so allocated. In such event, the percentage of the total bonus pool not so allocated, if any, shall be available for payment to the eligible full-time, non-exempt employees not in salary classifications 18N through 37C based upon merit. If the Board authorizes a total bonus pool in an amount greater than the Aggregate Calculated Pool, then the excess amount will be allocated to eligible full-time, non-exempt employees not in salary classifications 18N through 37C, subject to the discretion of the Committee. Managers having responsibility for recommending the allocation of bonuses to eligible full-time, non-exempt employees not in salary classifications 18N through 37C shall submit their recommended bonus listing for such employees to the CEO for review and approval. All bonus calculations, allocations and recommendations are subject to review and approval by the Committee. Notwithstanding anything otherwise contained in this Plan, the Committee and the CEO (and any delegated designee of the CEO) shall have the authority to adjust individual bonus amounts as deemed to be appropriate for any reason. 6 EX-99.1 3 ex99-1.txt 401(K) SAVINGS PLAN FINANCIAL STATEMENTS 1 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE - --------------------------------------------------------------------------------
PAGE Report of Independent Accountants 1 Financial Statements: Statements of net assets available for benefits at December 31, 1999 and 1998 2 Statements of changes in net assets available for benefits for the years ended December 31, 1999 and 1998 3 Notes to financial statements 4 - 10 Supplemental Schedule*: Form 5500 - Schedule of assets held for investment purposes at end of year (Schedule I) 11
* 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 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, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States. 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 auditing standards generally accepted in the United States, 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 schedule of Assets Held for Investment Purposes at December 31, 1999 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits 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. PRICEWATERHOUSECOOPERS LLP Houston, Texas June 19, 2000 3 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1999 AND 1998 - --------------------------------------------------------------------------------
1999 1998 Assets: Investments, at fair value: Noble Drilling Corporation common stock $ 18,853,988 $ 6,817,292 Collective Investment Fund 3,106,013 2,895,709 Mutual funds 12,224,233 9,961,222 Contributions receivable: Participants 298,385 284,708 Noble Drilling Corporation 164,076 150,635 Dividends and interest receivable 7,996 9,333 Participant loans 1,106,274 869,346 Loan interest receivable 6,813 5,904 ------------ ------------ 35,767,778 20,994,149 Liabilities: Trust fees payable 11,839 6,426 ------------ ------------ Net assets available for benefits $ 35,755,939 $ 20,987,723 ============ ============
The accompanying notes are an integral part of these financial statements. - 2 - 4 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1999 AND 1998 - --------------------------------------------------------------------------------
1999 1998 Additions attributed to: Interest and dividend income $ 720,489 $ 468,369 Net appreciation (depreciation) on investments 13,625,751 (7,279,106) Contributions: Participants 3,596,764 3,202,339 Employer 1,750,634 1,664,250 ------------ ------------ Total additions (deductions) 19,693,638 (1,944,148) ------------ ------------ Deductions attributed to: Withdrawals (5,169,322) (2,121,721) Administrative and investment expenses (140,069) (121,184) ------------ ------------ Total deductions (5,309,391) (2,242,905) Net increase (decrease) in net assets available for benefits before rollovers from other plans 14,384,247 (4,187,053) Rollovers from other plans 383,969 729,217 ------------ ------------ Net increase (decrease) in net assets available for benefits 14,768,216 (3,457,836) Net assets available for benefits, beginning of year 20,987,723 24,445,559 ------------ ------------ Net assets available for benefits, end of year $ 35,755,939 $ 20,987,723 ============ ============
The accompanying notes are an integral part of these financial statements. - 3 - 5 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- 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 NAI 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. 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 (Chiles) 401(k) Plan 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 - 6 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- CONTRIBUTIONS Participants may contribute on a pre-tax basis up to 12% (up to a limit of $10,000 for both 1999 and 1998) of their base compensation to the Plan. 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 his or her 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 plus 1%. Interest rates on loans outstanding range from 7% to 10.52%. A participant may borrow a maximum amount equal to the lesser of (i) 50% of that 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. - 5 - 7 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- During 1999 and 1998, $760,048 and $378,418, respectively, in 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. 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, after-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 1% 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's prospectus.
FUND INVESTMENTS Firstar Institutional Investors' Guaranteed investment contracts, bank investment contracts and Fund (Firstar) money-market instruments. PIMCO Total Return Institutional United States government securities, corporate bonds, mortgage related Fund (PIMCO) securities and money-market instruments. Dodge & Cox Balanced Fund (Dodge Common stocks and convertible securities. & Cox) Vanguard Index 500 Fund Common stocks of small, growing companies as well as large, established (Vanguard) companies. Brandywine Fund (Brandywine) Common stocks of small to medium-sized companies that are expected to demonstrate growth in earnings and revenue. American Aadvantage Common stocks and debt securities of companies and governments outside International Equity Fund - the United States. Institutional Class (American Aadvantage) Fund ND Noble Drilling Corporation common stock
- 6 - 8 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- Unallocated forfeitures are maintained in the Fund ND and the Firstar Institutional Investors' Fund. Unallocated forfeitures are segregated from all other participant records. Unallocated forfeitures of $91,212 and $24,180 at December 31, 1999 and 1998, respectively, may be used to reduce future Company matching contributions. VESTING A participant's contributions are 100% 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. 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. - 7 - 9 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- 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. 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, 1999 and 1998, administrative expenses of $140,069 and $121,184, 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, 1999 and 1998. 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. 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 - 8 - 10 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- such changes will have a material effect on the market value of the funds included in the Plan. 3. TAX STATUS The Plan obtained its latest determination letter on October 27, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. 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 receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 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. As of December 31, 1999 and 1998 and for the years then ended, there were no transactions with any "party-in-interest" as defined by ERISA for which there was not a specific exemption. - 9 - 11 NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 - -------------------------------------------------------------------------------- 5. INVESTMENTS The following presents investments that represent five percent or more of the Plan's net assets:
DECEMBER 31, --------------------------- 1999 1998 Noble Drilling Corporation common stock, 575,694 and 526,940 shares, respectively $ 18,853,988 $ 6,817,292 Brandywine Fund, 64,674 and 62,412 shares, respectively 2,773,216 1,587,045 Dodge & Cox Balanced Fund, 27,542 and 22,467 shares, respectively 1,809,772 1,468,315 Firstar Institutional Investors' Fund, 146,947 and 145,221 shares, respectively 3,106,013 2,895,709 PIMCO Total Return Institutional Fund, 122,956 and 159,950 shares, respectively 1,217,266* 1,685,875 Vanguard Index Trust 500 Fund, 42,239 and 40,408 shares, respectively 5,716,163 4,604,525
- ---------- * Does not represent 5% or more of the Plan's net assets at December 31, 1999. During 1999 and 1998, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated/(depreciated) in value as follows:
YEAR ENDED DECEMBER 31, ---------------------------- 1999 1998 Common stock $ 11,794,225 $ (8,141,243) Mutual funds 1,650,644 697,222 Collective Investment Fund 180,882 164,915 ------------ ------------ $ 13,625,751 $ (7,279,106) ============ ============
As of December 31, 1999 and 1998, the Plan held no nonparticipant directed investments. - 10 - 12 SCHEDULE I NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR DECEMBER 31, 1999 - --------------------------------------------------------------------------------
(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 575,694 $ 8,773,838 $18,853,988 Firstar Institutional Investors' Fund Collective Investment Fund 146,947 2,807,408 3,106,013 Vanguard Index 500 Fund Mutual fund 42,239 4,453,856 5,716,163 Brandywine Fund Mutual fund 64,674 2,192,270 2,773,216 PIMCO Total Return Institutional Fund Mutual fund 122,956 1,301,332 1,217,266 Dodge & Cox Balanced Fund Mutual fund 27,542 1,877,712 1,809,772 * Participant loans Loans, interest rates ranging from 7% - 10.52% 1,106,274 -- 1,106,274 American AAdvantage International Equity Fund - Institutional Class Mutual fund 36,113 646,076 707,816 ----------- ----------- Total assets held for investment purposes $22,052,492 $35,290,508 =========== ===========
* Indicates party-in-interest transaction, for which a statutory exemption exists. - 11 - 13 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (Nos. 33-3289, 33-15269, 33-18966, 33-46724, 33-50270, 33-50272, 33-62394, 33-57675, 333-25857, 333-17407 and 333-80511) of Noble Drilling Corporation of our report dated June 19, 2000 relating to the financial statements, which appears in this Form 10-K/A. PRICEWATERHOUSECOOPERS LLP Houston, Texas June 28, 2000 -12- -----END PRIVACY-ENHANCED MESSAGE-----