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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the fiscal year ended December 31, 1994
/ / 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
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(Exact name of registrant as specified in its charter)
DELAWARE 73-0374541
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(State of incorporation) (I.R.S. employer identification number)
10370 RICHMOND AVENUE, SUITE 400, HOUSTON, TEXAS 77042
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (713) 974-3131
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.10 PER SHARE
$2.25 CONVERTIBLE EXCHANGEABLE PREFERRED STOCK, PAR VALUE $1.00 PER SHARE
$1.50 CONVERTIBLE PREFERRED STOCK, PAR VALUE $1.00 PER SHARE
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicated by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
Aggregate market value of Common Stock held by nonaffiliates as of March 8,
1995: $336,300,000
Number of shares of Common Stock outstanding as of March 8, 1995: 79,100,802
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 1995 annual meeting of stockholders - Part
III
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Item 14 of Noble Drilling Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994 (the "1994 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, 1994 with respect to the Noble
Drilling Corporation Thrift Plan, and such Item 14 is restated as set forth on
the following page.
The Index to Exhibits to the 1994 Form 10-K is restated in its entirety
following the signature page hereto in order to reflect the inclusion therein,
and the filings herewith, of Exhibit 99.1 and Exhibit 10.47. Exhibit 10.43,
filed with the 1994 Form 10-K, is being refiled herewith, along with Exhibit A
thereto.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) A list of the financial statements filed as a part of this
report is set forth in Item 8 on page 18 and is incorporated
herein by reference.
(2) Financial Statement Schedules:
All schedules are omitted because they are either not
applicable or the required information is shown in the
financial statements or notes hereto.
(3) Exhibits:
The information required by this Item 14(a)(3) is set forth in
the Index to Exhibits accompanying this Annual Report on Form
10-K.
(4) Financial Statements required by Form 11-K for the fiscal year
ended December 31, 1994 with respect to the Noble Drilling
Corporation Thrift Plan are filed as Exhibit 99.1 hereto.
(b) The following reports on Form 8-K were filed by the Registrant
during the three-month period ended December 31, 1994:
Form 8-K dated October 14, 1994 (Date of Event: October 7, 1994)
which reported the change in principal independent accountants of
the Company.
Form 8-K dated December 8, 1994 (Date of Event: December 6, 1994)
which presented Restated Selected Financial Data, Restated
Management's Discussion and Analysis of Financial Condition and
Results of Operations, and Restated Consolidated Financial
Statements of Noble Drilling Corporation and its subsidiaries to
reflect the merger of Chiles Offshore Corporation into a wholly
owned subsidiary of Noble Drilling Corporation. The merger was
accounted for as a pooling of interests.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
NOBLE DRILLING CORPORATION
Date: June 29, 1995
By: /s/ Byron L. Welliver
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Byron L. Welliver
Senior Vice President-Finance,
Treasurer and Controller
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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2.1 - Assets Purchase Agreement dated as of August 20, 1993 (the "Western
Assets Purchase Agreement"), between the Registrant and The Western
Company of North America (filed as Exhibit 2.1 to the Registrant's
Registration Statement on Form S-3 (No. 33-67130) and incorporated
herein by reference).
2.2 - Agreement dated as of October 7, 1993, among the Registrant, Noble
Drilling (U.S.) Inc., Noble International Limited, The Western
Company of North America and Offshore International Ltd., amending
the Western Assets Purchase Agreement (filed as Exhibit 2.2 to the
Registrant's Form 8-K dated October 15, 1993 and incorporated herein
by reference).
2.3 - Exchange Agreement dated as of June 4, 1993, by and among the
Registrant, Grasso Corporation, Offshore Logistics, Inc.,
PPI-Seahawk, Inc. and Noble Production Services Inc. (filed as
Exhibit 2.2 to the Registrant's Registration Statement on Form S-3
(No. 33-67130) and incorporated herein by reference).
2.4 - Amendment No. 1 dated October 29, 1993 to the Exchange Agreement by
and among the Registrant, Grasso Corporation, Offshore Logistics,
Inc., PPI-Seahawk Services, Inc. and Noble Production Services Inc.
(filed as Exhibit 2.4 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993 and incorporated herein by
reference).
2.5 - Assets Purchase Agreement dated as of August 20, 1993 (the "Portal
Assets Purchase Agreement"), between the Registrant and Portal Rig
Corporation (filed as Exhibit 2.3 to the Registrant's Registration
Statement on Form S-3 (No. 33-67130) and incorporated herein by
reference).
2.6 - Agreement dated as of October 25, 1993, among the Registrant, Noble
(Gulf of Mexico) Inc. and Portal Rig Corporation, amending the Portal
Assets Purchase Agreement (filed as Exhibit 2.5 to the Registrant's
Quarterly Report on Form 10-Q for the three-month period ended
September 30, 1993 and incorporated herein by reference).
2.7 - Assignment and Assumption Agreement made as of October 28, 1993 by
and between Noble Production Management Inc., Noble Production
Services Inc., OLOG Production Management Inc., PPI-Seahawk Services,
Inc. and Grasso Corporation. (filed as Exhibit 2.7 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1993 and incorporated herein by reference).
2.8 - Stock Purchase Agreement dated April 22, 1994 among Joseph E. Beall,
George H. Bruce, Triton Engineering Services Company and the
Registrant (filed as Exhibit 2.1 to the Registrant's Form 8-K dated
May 6, 1994 and incorporated herein by reference).
2.9 - Agreement and Plan of Merger dated June 13, 1994 among the
Registrant, Chiles Offshore Corporation and Noble Offshore
Corporation (filed as Appendix I to the joint proxy
statement/prospectus of the Registrant and Chiles Offshore
Corporation dated August 12, 1994 constituting Part I of the
Registration Statement on Form S-4 (No. 33-54495) and incorporated
herein by reference).
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).
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3.2 - Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant dated May 5, 1987 (filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-3 (No. 33-67130) and
incorporated herein by reference).
3.3 - Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant dated June 1, 1987 (filed as Exhibit 4.3 to the
Registrant's Registration Statement on Form S-3 (No. 33-67130) and
incorporated herein by reference).
3.4 - Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant dated April 28, 1988 (filed as Exhibit 3.12 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1988 and incorporated herein by reference).
3.5 - Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant dated April 27, 1989 (filed as Exhibit 3.13 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1989, as amended, and incorporated herein by reference).
3.6 - Certificate of Amendment of Certificate of Incorporation of the
Registrant dated August 1, 1991 (filed as Exhibit 3.16 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1991 and incorporated herein by reference).
3.7 - Certificate of Designations of $2.25 Convertible Exchangeable
Preferred Stock, par value $1.00 per share, of the Registrant, dated
as of November 18, 1991 (filed as Exhibit 3.17 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference).
3.8 - Certificate of Designations of $1.50 Convertible Preferred Stock, par
value of $1.00 per share, of the Registrant, dated as of September
15, 1994.
3.9 - Composite copy of the Bylaws of the Registrant as currently in effect
(filed as Exhibit 4.8 to the Registrant's Registration Statement on
Form S-3 (No. 33-67130) and incorporated herein by reference).
4.1 - Indenture governing the Senior Notes (filed as Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q for the three-month period
ended September 30, 1993 and incorporated herein by reference).
4.2 - Form of Senior Notes (included in Section 2.02 of the Indenture filed
as Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for
the three-month period ended September 30, 1993 and incorporated
herein by reference).
10.1* - Noble Drilling Corporation Short-Term Incentive Compensation Plan
(filed as Exhibit 10.1 to the Registrant's Registration Statement on
Form 10 (No. 0-13857) and incorporated herein by reference).
10.2* - Noble Drilling Corporation 1985 Stock Option Plan (filed as Exhibit
4.1(b) to the Registrant's Registration Statement on Form S-8 (No.
33-3289), as amended, and incorporated herein by reference).
10.3* - Amendment No. 1 to Noble Drilling Corporation 1985 Stock Option Plan
dated as of February 17, 1987 (files as Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1986, as amended, and incorporated herein by reference).
10.4 - Amended and Restated Noble-National Joint Venture Partnership
Agreement between the Registrant and National Enerdrill Corporation
dated December 7, 1990 (filed as Exhibit 10.4 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1990 and
incorporated herein by reference).
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10.5 - Limited Partnership Agreement between the Registrant and National
Enerdrill Corporation dated as of January 16, 1992 (filed as Exhibit
10.5 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1991 and incorporated herein by reference).
10.6 - Certificate of Limited Partnership of NN-1 Limited Partnership
(filed as Exhibit 10.6 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1991 and incorporated herein by
reference).
10.7* - Noble Drilling Corporation 1991 Stock Option and Restricted Stock
Plan (as amended and restated through September 15, 1994) (filed as
Exhibit 10.1 to the Registrant's Form 8-K dated December 8, 1994 and
incorporated herein by reference).
10.8* - Noble Drilling Corporation 1987 Stock Option Plan (filed as Exhibit
10.7 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1986, is amended, and incorporated herein by
reference).
10.9* - Noble Drilling Corporation Thrift Trust Agreement (filed as Exhibit
4.2 to the Registrant's Registration Statement on Form S-8 (No.
33-18966) and incorporated herein by reference).
10.10*- Amendment No. 1 to the Noble Drilling Corporation Thrift Trust dated
January 27, 1992 (filed as Exhibit 10.11 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference).
10.11*- Noble Drilling Corporation Thrift Plan, as amended and restated,
dated July 27, 1989 (filed as Exhibit 10.12 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference).
10.12*- Amendment No. 1 to the Noble Drilling Corporation Thrift Plan dated
February 13, 1992 (filed as Exhibit 10.13 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference).
10.13*- Directors' Option Agreements dated October 29, 1987, between the
Registrant and each of Michael A. Cawley, Johnnie W. Hoffman and John
F. Snodgrass (filed as Exhibit 10.11 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1988 and
incorporated herein by reference).
10.14 - Registration Rights Agreement dated as of January 29, 1988 between
the Registrant and General Electric Capital Corporation (filed as a
part of Exhibit 2.1 to the Registrant's Current Report on Form 8-K
dated February 11, 1988 and incorporated herein by reference).
10.15 - First Amendment to Registration Rights Agreement dated as of February
5, 1993 between the Registrant and General Electric Capital
Corporation (filed as Exhibit 10.19 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992 and incorporated
herein by reference).
10.16 - Guarantee Agreement dated as of August 10, 1989 between the
Registrant and The Royal Bank of Canada (filed as Exhibit 10.28 to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1989, as amended, and incorporated herein by reference).
10.17 - Credit Agreement dated as of October 29, 1990 between Noble Drilling
(Canada) Ltd. and The Royal Bank of Canada (filed as Exhibit 10.27 to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated herein by reference).
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10.18 - Letter Agreement amending the Credit Agreement between Noble Drilling
(Canada) Ltd. and The Royal Bank of Canada dated October 25, 1993
(filed as Exhibit 10.18 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1993 and incorporated herein by
reference).
10.19 - Credit Agreement dated as of October 29, 1990 between Noble Drilling
(U.K.) Ltd. and The Royal Bank of Canada (filed as Exhibit 10.28 to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated herein by reference).
10.20 - Credit Agreement dated as of October 29, 1990 between Noble
Enterprises Limited and The Royal Bank of Canada (filed as Exhibit
10.30 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1991 and incorporated herein by reference).
10.21 - Letter Agreement amending the Credit Agreement between Noble
Enterprises Limited and The Royal Bank of Canada dated October 25,
1993 (filed as Exhibit 10.21 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993 and incorporated
herein by reference).
10.22 - Credit Agreement dated as of July 30, 1992 between Noble Drilling
(U.K.) Ltd. and The Royal Bank of Canada (filed as Exhibit 10.33 to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992 and incorporated herein by reference).
10.23 - Letter Agreement amending the Credit Agreement between Noble Drilling
(U.K.) Ltd. and The Royal Bank of Canada dated October 25, 1993
(filed as Exhibit 10.23 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1993 and incorporated herein by
reference).
10.24 - Guarantee and Subordination Agreement dated as of July 30, 1992
between the Registrant and The Royal Bank of Canada (filed as Exhibit
10.34 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992 and incorporated herein by reference).
10.25*- Amendment No. 2 to the Noble Drilling Corporation Thrift Plan dated
effective as of August 1, 1992 (filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-8 (No. 33-50270) and
incorporated herein by reference).
10.26 - 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).
10.27 - 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).
10.28 - 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).
10.29 - 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).
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10.30*- 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).
10.31*- Amendment No. 3 to the Noble Drilling Corporation Thrift Plan dated
effective as of January 1, 1994 (filed as Exhibit 10.31 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1993 and incorporated herein by reference).
10.32 - Registration Agreement dated April 22, 1994 between the Registrant
and Joseph E. Beall (filed as Exhibit 10.1 to the Registrant's Form
8-K dated May 6, 1994 and incorporated herein by reference).
10.33 - Employment Agreement dated April 22, 1994 between Triton Engineering
Services Company and Joseph E. Beall (filed as Exhibit 10.2 to the
Registrant's Form 8-K dated May 6, 1994 and incorporated herein by
reference).
10.34 - Lease Indemnity Agreement dated April 22, 1994 among Joseph E. Beall,
Triton Engineering Services Company, 1201 Dairy Ashford Ltd. and the
Registrant (filed as Exhibit 10.3 to the Registrant's Form 8-K dated
May 6, 1994 and incorporated herein by reference).
10.35 - Credit Agreement dated as of June 16, 1994 among the Registrant,
First Interstate Bank of Texas, N.A., in its individual capacity and
as agent, and Credit Lyonnais Cayman Island Branch (filed as Exhibit
10.1 to the Registrant's Registration Statement on Form S-4 (No.
33-54495) and incorporated herein by reference).
10.36 - Revolving Credit Note dated June 16, 1994 of the Registrant in the
amount of $12,500,000 in favor of Credit Lyonnais Cayman Island
Branch (filed as Exhibit 10.2 to the Registrant's Registration
Statement on Form S-4 (No. 33-54495) and incorporated herein by
reference).
10.37 - Revolving Credit Note dated June 16, 1994 of the Registrant in the
amount of $12,500,000 in favor of First Interstate Bank of Texas,
N.A. (filed as Exhibit 10.3 to the Registrant's Registration
Statement on Form S-4 (No. 33-54495) and incorporated herein by
reference).
10.38 - Guaranty Agreement dated as of June 16, 1994 by and among Noble
Drilling (U.S.) Inc., Noble Drilling (West Africa) Inc. and Noble
Drilling (Mexico) Inc. (filed as Exhibit 10.4 to the Registrant's
Registration Statement on Form S-4 (No. 33-54495) and incorporated
herein by reference).
10.39 - Registration Rights Agreement dated as of September 15, 1994 between
the Registrant and P.A.J.W. Corporation (filed as Exhibit 10.1 to the
Registrant's Form 10-Q for the quarter ended September 30, 1994 and
incorporated herein by reference).
10.40 - Severance Agreement dated as of July 1, 1993 between Noble Offshore
Corporation (as successor by merger to Chiles Offshore Corporation)
and C.R. Bearden (filed as Exhibit 10.2 to the Registrant's Form 10-Q
for the quarter ended September 30, 1994 and incorporated herein by
reference).
10.41*- Noble Drilling Corporation Short-Term Incentive Plan (revised April
1994).
10.42*- Amendment No. 2 to the Noble Drilling Corporation Thrift Trust dated
June 24, 1994.
10.43*- Amendment No. 4 to the Noble Drilling Corporation Thrift Plan dated
December 30, 1994.
10.44*- Amendment No. 1 to the Noble Drilling Corporation 1992 Nonqualified
Stock Option Plan for Non- Employee Directors dated as of July 28,
1994.
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10.45 - Guarantee dated August 26, 1989 between the Registrant and Hibernia
Management and Development Company Ltd.
10.46*- Noble Drilling Corporation Amended and Restated Thrift Restoration
Plan.
10.47*- Amendment No. 4 to the Noble Drilling Corporation Thrift Plan, as in
effect as of August 1, 1994, dated December 30, 1994.
21.1 - Subsidiaries of the Registrant.
23.1 - Consent of Price Waterhouse LLP.
23.2 - Consent of Arthur Andersen LLP.
27 - Financial Data Schedule.
99.1* - Financial Statements required by Form 11-K for the fiscal year ended
December 31, 1994 with respect to the Noble Drilling Corporation
Thrift Plan (including consent of Price Waterhouse LLP regarding the
incorporation by reference thereof).
_________________
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit hereto.
<PAGE> 1
EXHIBIT 10.43
AMENDMENT NO. 4 TO THE
NOBLE DRILLING CORPORATION THRIFT PLAN
Pursuant to Section 8.1 thereof, the Noble Drilling Corporation Thrift
Plan as in effect prior to August 1, 1989 (the "Plan"), is hereby amended in
the following respects only:
FIRST: Effective as of January 1, 1989, Section 1.1(f) of the Plan is
hereby amended by adding to the end thereof two sentences to read as follows:
Any provision of this Section to the contrary notwithstanding, the
Compensation of an Employee taken into account under the Plan for any
Plan Year commencing after December 31, 1988, shall not exceed
$200,000 (as adjusted to take into account any cost-of-living increase
authorized pursuant to Section 401(a)(17) of the Internal Revenue
Code). In determining the Compensation of an Employee, the rules of
Section 414(q)(6) of the Internal Revenue Code shall apply, except
that in applying such rules, the term "family" shall include only the
spouse of the Employee and any lineal descendants of the Employee who
have not attained age 19 prior to the end of the Plan Year.
SECOND: Effective as of January 1, 1989, Article III of the Plan is
hereby amended by adding to the end thereof a section to read as follows:
3.7 Multiple Use Limitation. Any provision of this Plan to
the contrary notwithstanding, the sum of the actual deferral
percentage and the contribution percentage for the group of Highly
Compensated Employees (as defined in Model Amendment IV attached to
this Plan) as determined pursuant to and after application of actual
deferral percentage and contribution percentage tests shall not exceed
the "aggregate limit." The "aggregate limit" shall be equal to the
greater of:
<PAGE> 2
(1) the sum of: (i) 1.25 times the greater of the
relevant actual deferral percentage or the relevant
contribution percentage, and (ii) two percentage points plus
the lesser of the relevant actual deferral percentage or the
relevant contribution percentage, provided that the amount in
this clause (ii) shall not exceed twice the lesser of the
relevant actual deferral percentage or the relevant
contribution percentage; or
(2) the sum of: (i) 1.25 times the lesser of the
relevant actual deferral percentage or the relevant
contribution percentage, and (ii) two percentage points plus
the greater of the relevant actual deferral percentage or the
relevant contribution percentage, provided that the amount in
this clause (ii) shall not exceed twice the greater of the
relevant actual deferral percentage or the relevant
contribution percentage.
The "relevant actual deferral percentage" means the actual deferral
percentage determined pursuant Model Amendment IV attached to this
Plan for the group of Employees who are not Highly Compensated
Employees. The "relevant contribution percentage" means the
contribution percentage determined pursuant to said Model Amendment IV
for the group of Employees who are not Highly Compensated Employees.
In the event that the aggregate limit is exceeded in any year, then
the actual deferral percentage and/or contribution percentage for
Participants who are members of the group of Highly Compensated
Employees shall be reduced by reducing first the Pre-Tax Contributions
and then the Matching Contributions made for such Plan Year for or on
behalf of the Highly Compensated Employees with the largest individual
actual deferral percentages and/or contribution percentages to the
largest uniform actual deferral percentage and/or contribution
percentage (commencing with the Highly Compensated Employee with the
largest actual deferral percentage and/or contribution percentage and
reducing his or her actual deferral percentage and/or contribution
percentage to the extent necessary to satisfy the above restrictions
or to lower such actual deferral percentage and/or contribution
percentage to the actual deferral percentage and/or contribution
percentage of the Highly Compensated Employee with the next highest
actual deferral
-2-
<PAGE> 3
percentage and/or contribution percentage, and repeating this process
as necessary) that permits the sum of the actual deferral percentage
and contribution percentage for said group of Highly Compensated
Employees to satisfy the above restrictions. Any portion of a Pre-Tax
Contribution made on behalf of a Participant which cannot be credited
to the Pre- Tax Account of such Participant for a Plan Year because of
the limitation contained in this Section (along with any income
allocable thereto) shall be distributed to such Participant within
2-1/2 months after the end of such year. Any Matching Contributions
made for a Participant which cannot be credited to the Employer
Matching Account of such Participant for a Plan Year because of the
limitation contained in this Section (along with any income allocable
thereto) shall be forfeited if forfeitable, but if not forfeitable,
distributed to such Participant within 2-1/2 months after the end of
such year.
THIRD: Effective as of January 1, 1989, Section 6.2 of the Plan is
hereby amended by restatement in its entirety to read as follows:
Section 6.2 Time of Distribution. Distributions to a
Participant or beneficiary under the Plan shall be made or commence
being made, as the case may be, no later than the earlier of (i) sixty
(60) days after the end of the Plan Year during which such Participant
or beneficiary becomes entitled to a distribution or (ii) April 1 of
the calendar year following the calendar year in which such
Participant attains age 70-1/2.
FOURTH: Effective as of January 1, 1987, the Plan is hereby amended
by adding to the end thereof and incorporating therein by this reference the
Model Amendment IV attached hereto as Exhibit A.
-3-
<PAGE> 4
IN WITNESS WHEREOF, this Amendment has been executed this
30 day of December, 1994.
NOBLE DRILLING CORPORATION
By: /s/ Byron L. Welliver
----------------------
Byron L. Welliver
Senior Vice President-Finance
-4-
<PAGE> 5
EXHIBIT A
MODEL AMENDMENT IV FOR DEFINED CONTRIBUTION PLANS
WITH CURRENT EMPLOYEE CONTRIBUTIONS,
MATCHING EMPLOYER CONTRIBUTIONS,
OR CASH OR DEFERRED ARRANGEMENT
SECTION I: PURPOSE AND EFFECTIVE DATE (Required)
1.1. Purpose. It is the intention of the Employer to amend the plan
to comply with those provisions of the Tax Reform Act of 1986 that are
effective prior to the first Plan Year beginning after December 31, 1988.
Nothing contained in this amendment shall permit or require Elective Deferrals,
Matching Employer Contributions, or Employee Contributions under the plan
unless such Ellective Deferrals, Matching Employer Contributions, or Employee
Contributions have been authorized by the Employer under other provisions of
the plan or under other amendments thereto.
1.2 Effective Date. Except as otherwise provided, this amendment
shall be effective as of the first day of the first Plan Year beginning after
December 31, 1986.
SECTION II: DEFINITIONS (Required)
For purposes of this amendment only, the following definitions shall
apply.
2.1 "Adjustment Factor" shall mean the cost of living adjustment
factor prescribed by the Secretary of the Treasury under Section 415(d) of the
Code for years beginning after December 31, 1987, as applied to such items and
in such manner as the Secretary shall provide.
2.2 "Affiliated Employer" shall mean the Employer and any corporation
which is a member of a controlled group of corporations (as defined in Section
414(b) of the Code) which includes the Employer; any trade or business (whether
or not incorporated) which is under common control (as defined in Section
414(c) of the Code) with the Employer; any organization (whether or not
incorporated) which is a member of an affiliated service group (as defined in
section 414(m) of the Code) which includes the Employer; and any other entity
required to be
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<PAGE> 6
aggregated with the Employer pursuant to regulations under Section 414(o) of
the Code.
2.3. "Code" shall mean the Internal Revenue Code of 1986 and
amendments thereto.
2.4. "Compensation" shall mean compensation paid by the Employer to
the Participant during the taxable year ending with or within the Plan Year
which is required to be reported as wages on the Participant's Form W-2 and, if
the provisions of the plan other than this amendment so provide, shall also
include compensation which is not currently includible in the Participant's
gross income by reason of the application of sections 125, 402(a)(8),
402(h)(1)(B) or 403(b) of the Code.
2.5. "Elective Deferrals" shall mean contributions made to the plan
during the Plan Year by the Employer, at the election of the Participant, in
lieu of cash compensation and shall include contributions made pursuant to a
salary reduction agreement.
2.6. "Employee" shall mean employees of the Employer and shall include
leased employees within the meaning of Section 414(n)(2) of the Code.
Notwithstanding the foregoing, if such leased employees constitutes less than
twenty percent of the Employer's nonhighly compensated work force within the
meaning of Section 414(n)(5)(C)(ii) of the Code, the term "Employee" shall not
include those leased employees covered by a plan described in Section
414(n)(5)(B) of the Code unless otherwise provided by the terms of this plan
other than this amendment.
2.7. "Employee Contributions" shall mean contributions to the plan
made by a Participant during the Plan Year.
2.8. "Employer" shall mean the entity that establishes or maintains
the plan; any other organization which has adopted the plan with the consent of
such establishing employer; and any successor of such employer.
2.9. "Family Member" shall mean an individual described in Section
414(q)(6)(B) of the Code.
2.10. "Highly Compensated Employee" shall mean an individual described
in Section 414(q) of the Code.
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<PAGE> 7
2.11. "Inactive Participant" shall mean any Employee or former
Employee who has ceased to be a Participant and on whose behalf an account is
maintained under the plan.
2.12. "Matching Contribution" shall mean any contribution to the Plan
made by the Employer for the Plan Year and allocated to a Participant's account
by reason of the Participant's Employee Contributions or Elective Deferrals.
2.13. "Non-Highly Compensated Employee" shall mean an Employee of the
Employer who is neither a Highly Compensated Employee nor a Family Member.
2.14. "Participant" shall mean any Employee of the Employer who has
met the eligibility and participation requirements of the plan.
2.15. "Qualified Nonelective Contributions" shall mean contributions
(other than Matching Contributions) made by the Employer and allocated to
Participants' accounts that the Participant may not elect to receive in cash
until distributed from the plan; that are 100 percent vested and nonforfeitable
when made; and that are not distributable under the terms of the plan to
Participants or their beneficiaries earlier than the earlier of:
i) separation from service, death, or disability of the Participant;
ii) attainment of the age 59 1/2 by the Participant;
iii) termination of the plan without establishment of a successor plan;
iv) the events specified in those of Sections XIII, XIV or XV of this
amendment adopted by the Employer; or
v) for Plan Years beginning before January 1, 1989, upon hardship of
the Participant.
2.16. "Plan Year" shall mean the plan year otherwise specified in the
plan.
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<PAGE> 8
SECTION III: PROVISIONS RELATING TO LEASED EMPLOYEES (Required)
3.1. Safe-Harbor. Notwithstanding any other provisions of the plan,
for purposes of determining the number or identity of Highly Compensated
Employees or for purposes of the pension requirements of Section 414(n)(3) of
the Code, the employees of the Employer shall include individuals defined as
Employees in Section 2.6 of this amendment.
3.2. Participation and Accrual. A leased employee within the meaning
of Section 414(n)(2) of the Code shall become a Participant in, and accrue
benefits under, the plan based on service as a leased employee only as provided
in provisions of the plan other than this Section III.
3.3. Effective Date. This Section III shall be effective for services
performed after December 31, 1986.
SECTION IV: LIMITATIONS ON CONTRIBUTIONS AND BENEFITS (Required)
4.1. Revised Contribution Limitations Under Defined Contribution Plan.
4.1(a). Definition of Annual Additions. For purposes of the plan,
"Annual Addition" shall mean the amount allocated to a Participant's account
during the Limitation Year that constitutes:
(i) Employer contributions,
(ii) Employee Contributions,
(iii) Forfeitures, and
(iv) Amounts described in Sections 415(1)(1) and 419A(d)(2) of the
Code.
4.1(b). Maximum Annual Addition. The maximum Annual Addition that may
be contributed or allocated to a Participant's account under the Plan for any
Limitation Year shall not exceed the lesser of:
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<PAGE> 9
(i) the Defined Contribution Dollar Limitation, or
(ii) 25 percent of the Participant's compensation, within the meaning
of Section 415(c)(3) of the Code for the Limitation Year.
4.1(c). Special Rules. The compensation limitation referred to in
Section 4.1(b)(ii) shall not apply to:
(i) Any contribution for medical benefits (within the meaning of
Section 419A(f)(2) of the Code) after separation from service which is
otherwise treated as an Annual Addition, or
(ii) Any amount otherwise treated as an Annual Addition under Section
415(1)(1) of the Code.
4.1(d). Definitions. For purposes of Section 4.1, "Defined
Contribution Dollar Limitation" shall mean $30,000 or, if greater, one- fourth
of the defined benefit dollar limitation set forth in Section 415(b)(1) of the
Code as in effect for the Limitation Year.
4.2. Special Rules for Plans Subject to Overall Limitations Under Code
Section 415(e).
4.2(a). Recomputation Not Required. The Annual Addition for any
Limitation Year beginning before January 1, 1987 shall not be recomputed to
treat all Employee Contributions as an Annual Addition.
4.2(b). Adjustment of Defined Contribution Plan Fraction. If the plan
satisfied the applicable requirements of Section 415 of the Code as in effect
for all Limitation Years beginning before January 1, 1987, an amount shall be
subtracted from the numerator of the defined contribution plan fraction (not
exceeding such numerator) as prescribed by the Secretary of the Treasury so
that the sum of the defined benefit plan fraction and defined contribution plan
fraction computed under Section 415(e)(1) of the Code (as revised by this
Section IV) does not exceed 1.0 for such Limitation Year.
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<PAGE> 10
4.3. Limitation Year. For purposes of this Section IV, "Limitation
Year" shall mean the limitation year specified in the plan, or if none is
specified, the calendar year.
4.4. Effective Date of Section IV Provisions. The provisions of this
Section IV shall be effective for Limitation Years beginning after December 31,
1986.
SECTION V: ELECTIVE DEFERRALS (Required for Plans with Cash or
Deferred Arrangement)
5.1. Maximum Amount of Elective Deferrals. Effective as of January 1,
1987, no Employee shall be permitted to have Elective Deferrals made under this
plan during any calendar year in excess of $7000 multiplied by the Adjustment
Factor as provided by the Secretary of the Treasury. The foregoing, limit
shall not apply to Elective Deferrals of amounts attributable to service
performed in 1986 and described in Section 1105(c)(5) of the Tax Reform Act of
1986.
5.2. Average Actual Deferral Percentage.
(a) The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year shall not exceed the
Average Actual Deferral Percentage for Eligible Participants who are Nonhighly
Compensated Employees for the Plan Year multiplied by 1.25; or
(b) the Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year shall not exceed the
Average Actual Deferral Percentage for Eligible Participants who are Nonhighly
Compensated Employees for the Plan Year multiplied by 2, provided that the
Average Actual Deferral Percentage for Eligible Participants who are Highly
Compensated Employees does not exceed the Average Actual Deferral Percentage
for Eligible Participants who are Nonhighly Compensated Employees by more than
two (2) percentage points or such lesser amount as the Secretary of the
Treasury shall prescribed to prevent the multiple use of this alternative
limitation with respect to any Highly Compensated Employee.
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<PAGE> 11
5.3. Definitions. For purposes of this section V and for purposes of
Sections X and XI of this Amendment, the following definitions shall be used:
5.3(a). "Actual Deferral Percentage" shall mean the ratio (expressed
as a percentage), of Elective Deferrals and Qualified Employer Deferral
Contributions on behalf of the Eligible Participant for the Plan Year to the
Eligible Participant's Compensation for the Plan Year.
5.3(b). "Average Actual Deferral Percentage" shall mean the average
(expressed as a percentage) of the Actual Deferral Percentages of the Eligible
Participants in a group.
5.3(c). "Qualified Employer Deferral Contributions" shall mean
Qualified Nonelective Contributions taken into account under the terms of the
plan without regard to this amendment in determining the Actual Deferral
Percentage.
5.3(d). "Eligible Participant" shall mean any Employee of the Employer
who is otherwise authorized under the terms of the Plan to have Elective
Deferrals or Qualified Employer Deferral Contributions allocated to his account
for the Plan Year.
5.4 Special Rules
5.4(a). For purposes of this Section V, the Actual Deferral Percentage
for any Eligible Participant who is a Highly Compensated Employee for the Plan
Year and who is eligible to have Elective Deferrals or Qualified Employer
Deferral Contributions allocated to his account under two or more plans or
arrangements described in Section 401(k) of the code that are maintained by the
Employer or an Affiliated Employer shall be determined as if all such Elective
Deferrals and Qualified Employer Deferral Contribution were made under a single
arrangement.
5.4(b). For purposes of determining the Actual Deferral Percentage of
a Participant who is a Highly Compensated Employee, the Elective Deferrals,
Qualified Employer Deferral Contributions and Compensation of such Participant
shall include the Elective Deferrals, Qualified Employer Deferral Contributions
and Compensation of Family Members, and such Family Members shall be
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<PAGE> 12
disregarded in determining the Actual Deferral Percentage for Participants who
are Nonhighly Compensated Employees.
5.4(c). The determination and treatment of the Elective Deferrals,
Qualified Nonelective Contributions and Actual Deferral Percentage of any
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.
SECTION VI. LIMITATIONS ON EMPLOYEE CONTRIBUTIONS AND MATCHING
EMPLOYER CONTRIBUTIONS (Required for Plans with Employee Contributions or
Matching Employer Contributions)
6.1. Contribution Percentage.
6.1(a). The Average Contribution Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year shall not exceed the
Average Contribution Percentage for Eligible Participants who are Nonhighly
Compensated Employees for the Plan Year multiplied by 1.25; or
6.1(b). The Average Contribution Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year shall not exceed the
Average Contribution Percentage for Eligible Participants who are Nonhighly
Compensated Employees for the Plan Year multiplied by 2, provided that the
Average Contribution Percentage for Eligible Participants who are Highly
Compensated Employees does not exceed the Average Contribution Percentage for
Eligible Participants who are Nonhighly Compensated Employees by more than two
(2) percentage points or such lesser amount as the Secretary of the Treasury
shall prescribe to prevent the multiple use of this alternative limitation with
respect to any Highly Compensated Employee.
6.2. Definitions. For purposes of this Section VI, and for purposes
of Section XII of this amendment, the following definitions shall apply.
6.2(a). "Average Contribution Percentage" shall mean the average
(expressed as a percentage) of the Contribution Percentages of the Eligible
Participants in a group.
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<PAGE> 13
6.2(b). "Contribution Percentage" shall mean the ratio (expressed as a
percentage), of the sum of the Employee Contributions and Matching
Contributions under the plan on behalf of the Eligible Participant for the Plan
Year to the Eligible Participant's Compensation for the Plan Year.
6.2(c). "Eligible Participant" shall mean any employee of the Employer
who is otherwise authorized under the terms of the plan to have Employee
Contributions or Matching Contributions allocated to his account for the Plan
Year.
6.3. Special Rules.
6.3(a). For purposes of this section VI, the Contribution Percentage
for any Eligible Participant who is a Highly Compensated Employee for the Plan
Year and who is eligible to make Employee Contributions, or to have Matching
Contributions, Qualified Nonelective Contributions or Elective Deferrals
allocated to his account under two or more plans described in Section 401(a) of
the Code or arrangements described in Section 401(k) of the Code that are
maintained by the Employer or an Affiliated Employer shall be determined as if
all such contributions and Elective Deferrals were made under a single plan.
6.3(b). In the event that this plan satisfies the requirements of
Section 410(b) of the Code only if aggregated with one or more other plans, or
if one or more other plans satisfy the requirements of Section 410(b) of the
Code only if aggregated with this plan, then this Section VI shall be applied
by determining the Contribution Percentages of Eligible Participants as if all
such plans were a single plan.
6.3(c). For purposes of determining the Contribution Percentage of an
Eligible Participant who is a Highly Compensated Employee, the Employee
Contributions, Matching Employer Contributions and Compensation of such
Eligible Participant shall include the Employee Contributions, Matching
Employer Contributions and Compensation of Family Members, and such Family
Members shall be disregarded in determining the Contribution Percentage for
Eligible Participants who are Nonhighly Compensated Employees.
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<PAGE> 14
6.3(d). The determination and treatment of the Contribution Percentage
of any Eligible Participant shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.
SECTION IX: DETERMINATION OF TOP-HEAVY STATUS (Required if the plan
is a target benefit plan or if the Employer or Affiliated Employers maintain,
in addition to the defined contribution plan, a defined benefit plan or target
benefit plan in which one or more key employees participate, or any other plan
on which such a defined or target benefit plan depends to meet coverage and
nondiscrimination requirements.)
Solely for the purpose of determining if the plan, or any other plan
included in a required aggregation group of which this plan is a part, is
top-heavy (within the meaning of Section 416(g) of the Code) the accrued
benefit of an Employee other than a key employee (within the meaning of Section
416(i)(1) of the Code) shall be determined under (a) the method, if any, that
uniformly applies for accrual purposes under all plans maintained by the
Affiliated Employers, or (b) if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate permitted under the
fractional accrual rule of Section 411(b)(1)(C) of the Code.
SECTION X: DISTRIBUTION OF EXCESS DEFERRALS (For Plans with Cash or
Deferred Arrangement - Optional)
10.1. In General. Notwithstanding any other provision of the plan,
Excess Deferral Amounts and income allocable thereto shall be distributed no
later than April 15, 1988, and each April 15 thereafter to Participants who
claim such Excess Deferral Amounts for the preceding calendar year.
10.2. Definitions. For purposes of this amendment, "Excess Deferral
Amount" shall mean the amount of Elective Deferrals for a calendar year that
the Participant allocates to this plan pursuant to the claim procedure set
forth in Section 10.3.
10.3. Claims. The Participant's claim shall be in writing, shall be
submitted to the plan administrator no later than March 1; shall specify the
Participant's Excess Deferral Amount for the
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<PAGE> 15
preceding calendar year; and shall be accompanied by the Participant's written
statement that if such amounts are not distributed, such Excess Deferral
Amount, when added to amounts deferred under other plans or arrangements
described in Sections 401(k), 408(k), or 403(b) of the Code, will exceed the
limit imposed on the Participant by Section 402(g) of the Code for the year in
which the deferral occurred.
10.4. Maximum Distribution Amount. The Excess Deferral Amount
distributed to a Participant with respect to a calendar year shall be adjusted
for income and, if there is a loss allocable to the Excess Deferral, shall in
no event be less than the lesser of the Participant's account under the plan or
the Participant's Elective Deferral for the Plan Year.
SECTION XI: DISTRIBUTION OF EXCESS CONTRIBUTIONS (For Plans with Cash
or Deferred Arrangement--Optional)
11.1. In General. Notwithstanding any other provision of the plan,
Excess Contributions and income allocable thereto shall be distributed no later
than the last day of each Plan Year beginning after December 31, 1987, to
Participants on whose behalf such Excess Contributions were made for the
preceding Plan Year.
11.2. Excess Contributions. For purposes of this amendment, "Excess
Contributions" shall mean the amount described in Section 401(k)(8)(B) of the
Code.
11.3. Determination of Income. The income allocable to Excess
Contributions shall be determined by multiplying income allocable to the
Participant's Elective Deferrals and Qualified Employer Deferral Contributions
for the Plan Year by a fraction, the numerator of which is the Excess
Contribution on behalf of the Participant for the preceding Plan Year and the
denominator of which is the sum of the Participant's account balances
attributable to Elective Deferrals and Qualified Employer Deferral
Contributions on the last day of the preceding Plan Year.
11.4. Maximum Distribution Amount. The Excess Contributions which
would otherwise be distributed to the Participant shall be adjusted for income;
shall be reduced, in accordance with
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<PAGE> 16
regulations, by the amount of Excess Deferrals distributed to the Participant;
shall, if there is a loss allocable to the Excess Contributions, in no event be
less than the lesser of the Participant's account under the plan or the
Participant's Elective Deferrals and Qualified Employer Deferral Contributions
for the Plan Year.
11.5. Accounting for Excess Contributions. Amounts distributed under
this Section XI shall first be treated as distributions from the Participant's
Elective Deferral account and shall be treated as distributed from the
Participant's Qualified Employer Deferral Contribution account only to the
extent such Excess Contributions exceed the balance in the Participant's
Elective Deferral account.
SECTION XII: DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS (For
Plans with Employee Contributions or Matching Employer Contributions--Optional)
12.1. In General. Excess Aggregate Contributions and income allocable
thereto shall be forfeited, if otherwise forfeitable under the terms of this
Plan, or if not forfeitable, distributed no later than the last day of each
Plan Year beginning after December 31, 1987, to Participants to whose accounts
Employee Contributions or Matching Contributions were allocated for the
preceding Plan Year.
12.2. Excess Aggregate Contributions. For purposes of this amendment,
"Excess Aggregate Contributions" shall mean the amount described in Section
401(m)(6)(B) of the Code.
12.3. Determination of Income. The income allocable to Excess
Aggregate Contributions shall be determined by multiplying the income allocable
to the Participant's Employee Contributions and Matching Employer Contributions
for the Plan Year by a fraction, the numerator of which is the Excess Aggregate
Contributions on behalf of the Participant for the preceding Plan Year and the
denominator of which is the sum of the Participant's account balances
attributable to Employee Contributions and Matching Employer Contributions on
the last day of the preceding Plan Year.
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<PAGE> 17
12.4. Maximum Distribution Amount. The Excess Aggregate Contributions
to be distributed to a Participant shall be adjusted for income, and, if there
is a loss allocable to the Excess Aggregate Contribution, shall in no event be
less than the lesser of the Participant's account under the plan or the
Participant's Employee Contributions and Matching Contributions for the Plan
Year.
12.5. Accounting for Excess Aggregate Contributions. Excess Aggregate
Contributions shall be distributed from the Participant's Employee Contribution
account, and forfeited if otherwise forfeitable under the terms of the plan
(or, if not forfeitable, distributed) from the Participant's Matching
Contribution account in proportion to the Participant's Employee Contributions
and Matching Contributions for the Plan Year.
12.6. Allocation of Forfeitures.
12.6(a). Amounts forfeited by Highly Compensated Employees under this
Section XII shall be:
i) Treated as Annual Additions under Section 4.1(a) of this amendment
and either;
ii) Applied to reduce employer contributions if forfeitures of
Matching Contributions under the Plan are applied to reduce employer
contributions; or
iii) Allocated, after all other forfeitures under the plan, and
subject to Section 12.6(b) of this amendment, to the same Participants and in
the same manner as such other forfeitures of Matching Contributions are
allocated to other Participants under the Plan.
12.6(b). Notwithstanding the foregoing, no forfeitures arising under
this Section XII shall be allocated to the account of any Highly Compensated
Employee.
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<PAGE> 1
EXHIBIT 10.47
AMENDMENT NO. 4 TO THE
NOBLE DRILLING CORPORATION THRIFT PLAN
Pursuant to the provisions of Section 13.1 thereof, the Noble Drilling
Corporation Thrift Plan, as amended and restated effective as of August 1, 1989
(the "Plan"), is hereby amended in the following respects only:
FIRST: Effective as of August 1, 1989, Section 2.9 of the Plan is
hereby amended by restating the last sentence thereof as two sentences to read
as follows:
Any provision of this Section to the contrary notwithstanding, (i) the
Compensation of a Participant taken into account under the Plan for
any Plan Year commencing after December 31, 1988, shall not exceed
$200,000 (as adjusted to take into account any cost-of-living increase
authorized pursuant to Section 401(a)(17) of the Code), and (ii) the
Compensation of a Participant taken into account under the Plan for
any Plan Year commencing after December 31, 1993, shall not exceed
$150,000 (as adjusted to take into account any cost-of-living increase
authorized pursuant to Section 401(a)(17)(B) of the Code). In
determining the Compensation of a Participant, the rules of Section
414(q)(6) of the Code shall apply, except that in applying such rules,
the term "family" shall include only the spouse of the Participant and
any lineal descendants of the Participant who have not attained age 19
prior to the end of the Plan Year.
SECOND: Effective as of August 1, 1989, Section 2.24(c) of the Plan
is hereby amended by restatement in its entirety to read as follows:
(c) Any provision of this Section to the contrary
notwithstanding, (i) the Limitation Compensation of a Participant
taken into account under the Plan for any Plan Year commencing after
December 31, 1988, shall not exceed
<PAGE> 2
$200,000 (as adjusted to take into account any cost-of-living increase
authorized pursuant to Section 401(a)(17) of the Code), and (ii) the
Limitation Compensation of a Participant taken into account under the
Plan for any Plan Year commencing after December 31, 1993, shall not
exceed $150,000 (as adjusted to take into account any cost-of-living
increase authorized pursuant to Section 401(a)(17)(B) of the Code).
THIRD: Effective as of August 1, 1989, Section 2.31 of the Plan is
hereby amended by restatement in its entirety to read as follows:
2.31 "Plan" shall mean this profit sharing plan known as the
Noble Drilling Corporation Thrift Plan, as set forth herein and as
hereafter amended from time to time.
FOURTH: Effective as of January 1, 1993, Article VII of the Plan is
hereby amended by adding to the end thereof a section to read as follows:
7.14 Transfer of Eligible Rollover Distribution. If a
Participant is entitled to receive an eligible rollover distribution
(as defined in Section 402(c) of the Code and the regulations
thereunder) from the Plan, such Participant may elect to have the
Committee direct the Trustee to transfer the entire amount of such
distribution directly to any of the following specified by such
Participant: an individual retirement account described in Section
408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code (other than an endowment contract), a
defined contribution plan qualified under Section 401(a) of the Code
the terms of which permit rollover contributions or an annuity plan
described in Section 403(a) of the Code. If the surviving spouse of a
deceased Participant is entitled to receive an eligible rollover
distribution from the Plan, such surviving spouse may elect to have
the Committee direct the Trustee to transfer the entire amount of such
distribution directly to
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<PAGE> 3
either an individual retirement account described in Section 408(a) of
the Code or an individual retirement annuity described in Section
408(b) of the Code (other than an endowment contract) specified by
such surviving spouse. If an alternate payee under a qualified
domestic relations order (as defined in Section 414(p) of the Code) is
the spouse or former spouse of the Participant specified in the
qualified domestic relations order, this Section shall apply to such
alternate payee as if the alternate payee were a Participant. A
distributee of an eligible rollover distribution of $500 or more who
is entitled to make an election under this Section may specify that
some portion less than the entire amount of such distribution be
transferred in accordance with this Section, but only if the portion
specified is $500 or more. This Section shall not apply to eligible
rollover distributions to a distributee for a calendar year if all
such distributions from the Plan to such distributee within such
calendar year are reasonably expected to total less than $200.
FIFTH: Effective as of January 1, 1994, Section 11.2 of the Plan is
hereby amended by adding to the end of the first paragraph thereof a sentence
to read as follows:
Every interpretation, choice, determination or other exercise by the
Committee of any discretion given either expressly or by implication
to it shall be conclusive and binding upon all parties directly or
indirectly affected, without restriction, however, on the right of the
Committee to reconsider and redetermine such actions.
SIXTH: Effective as of January 1, 1994, Section 13.1 of the Plan is
hereby amended by restatement in its entirety to read as follows:
13.1 Amendment. Noble Drilling Corporation reserves the
right to alter, amend, and modify the Plan and the Trust Agreement, in
whole or in part, at any time by action of the Board of Directors;
provided, however, that it shall be impossible, except as provided in
Section 13.2, for any part
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<PAGE> 4
of the corpus or income of the Fund to be used for or diverted to any
purpose other than for the exclusive benefit of Participants and their
beneficiaries. Any such amendment shall be made by or pursuant to a
resolution duly adopted by the Board of Directors and shall be
evidenced by such resolution or by a written instrument executed by
such person as the Board of Directors shall authorize for such
purpose. With the consent of the Board of Directors and subject to
such procedure as it may prescribe, each Affiliated Company that has
adopted the Plan shall have the right and power at any time and from
time to time to amend this Plan, in whole or in part, with respect to
the Plan's application to the Participants who are or were employees
of such Affiliated Company and their beneficiaries and the assets held
in trust for their benefit, or to transfer such assets or any portion
thereof to a new trust for the benefit of such Participants and
beneficiaries.
IN WITNESS WHEREOF, this Amendment has been executed this
30 day of December, 1994.
NOBLE DRILLING CORPORATION
By: /s/ Byron L. Welliver
-----------------------
Byron L. Welliver
Senior Vice President-Finance
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<PAGE> 1
EXHIBIT 99.1
NOBLE DRILLING CORPORATION THRIFT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1994 AND 1993
TOGETHER WITH AUDITORS' REPORTS
<PAGE> 2
NOBLE DRILLING CORPORATION THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1994
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
REPORT OF INDEPENDENT ACCOUNTANTS 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 4
FINANCIAL STATEMENTS
Statements of net assets available
for benefits at December 31, 1994 and 1993 5
Statements of changes in net assets available
for benefits for the years ended
December 31, 1994 and 1993 6
Notes to Financial Statements 7 - 11
Exhibit 1 - Statements of net assets available for
benefits - by fund at December 31, 1994 and 1993 12 - 13
Exhibit 2 - Statements of changes in net assets available for
benefits - by fund for the years ended
December 31, 1994 and 1993 14 - 15
SUPPLEMENTAL SCHEDULES*
Item 27(a) - Schedule of assets held for investment purposes at
December 31, 1994 (Schedule I) 16 - 17
Item 27(d) - Schedule of reportable transactions for the year ended
December 31, 1994 (Schedule II) 18
</TABLE>
* 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
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Employee Benefits Committee of
the Noble Drilling Corporation Thrift Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Noble Drilling Corporation Thrift Plan at December 31, 1994, and the
changes in net assets available for benefits for the year 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 audit. We
conducted our audit 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
audit provides a reasonable basis for the opinion expressed above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
the Supplemental Schedules I and II is presented for purposes of additional
analysis and is not a required part of the basic financial statements but is
additional information required by ERISA. The Fund Information in Exhibits 1 and
2 at December 31, 1994 and for the year then ended is presented for purposes of
additional analysis rather than to present the net assets available for benefits
and the changes in net assets available for benefits of each fund. The
Supplemental Schedules I and II and the Fund Information in Exhibits 1 and 2 at
December 31, 1994 and for the year then ended have been subjected to the
auditing procedures applied in the audit 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.
PRICE WATERHOUSE LLP
Houston, Texas
June 22, 1995
3
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Benefits Committee of the
Noble Drilling Corporation Thrift Plan:
We have audited the accompanying statement of net assets available for benefits
of the Noble Drilling Corporation Thrift Plan as of December 31, 1993, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 1993. These financial statements are the responsibility of
the Employee Benefits Committee. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by the
Employee Benefits Committee, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Noble
Drilling Corporation Thrift Plan as of December 31, 1993, and the changes in its
net assets available for benefits for the year ended December 31, 1993 in
conformity with generally accepted accounting principles.
Arthur Andersen LLP
Houston, Texas
June 27, 1994
4
<PAGE> 5
NOBLE DRILLING CORPORATION THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1994 1993
---------- ----------
<S> <C> <C>
ASSETS
Cash $ 35 $ 19,906
Investments, at market value:
Short-term investments 680,381 1,479,486
Noble Drilling Corporation
common stock 1,765,902 2,345,963
Noble Affiliates, Inc.
common stock 116,622 126,087
Other corporate stocks 882,264 1,013,038
United States government securities 976,534 1,172,329
Mutual fund 961,660 0
Contributions receivable:
Participants 45,951 41,510
Noble Drilling Corporation 27,659 60,594
Dividends and interest receivable 25,513 12,439
---------- ----------
5,482,521 6,271,352
LIABILITIES
Excess contributions refundable
to employees 20,443 46,956
Trust fees payable 12,307 6,974
Other fees payable 1,688 1,837
Due to Trustee 0 23,850
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $5,448,083 $6,191,735
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
NOBLE DRILLING CORPORATION THRIFT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1994 1993
----------- -----------
<S> <C> <C>
NET INVESTMENT INCOME
Interest $ 112,722 $ 120,438
Dividends 33,042 15,086
----------- -----------
145,764 135,524
Less: investment expenses (45,204) (45,721)
----------- -----------
Net investment income 100,560 89,803
NET (LOSS)GAIN ON INVESTMENTS (1,008,817) 1,414,429
CONTRIBUTIONS
Participants 586,598 453,134
Employer 349,299 303,408
WITHDRAWALS (771,292) (1,158,354)
----------- -----------
NET (DECREASE) INCREASE IN NET
ASSETS AVAILABLE FOR BENEFITS (743,652) 1,102,420
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 6,191,735 5,089,315
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 5,448,083 $ 6,191,735
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
NOBLE DRILLING CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
1. FORMATION OF THE PLAN:
Noble Drilling Corporation ("the Company") established the Noble Drilling
Corporation Thrift Plan ("the Plan") effective January 1, 1986. Prior to October
1, 1985, the Company was a wholly-owned subsidiary of Noble Affiliates, Inc.
("NAI"). Effective as of that date the Company was recapitalized and its common
stock was distributed to the shareholders of NAI in a tax-free spin-off. The
Company's employees had participated in the Noble Affiliates, Inc. Thrift and
Profit Sharing Plan ("the NAI Plan") prior to October 1, 1985, and continued to
participate in the NAI Plan through December 31, 1985.
Participants in the NAI Plan carried over certain service, eligibility and
vesting benefits upon entering the Plan.
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
cost of investments sold is determined on the basis of average cost.
Under the terms of the Plan, Exchange National Bank and Trust Company of
Ardmore, Oklahoma ("the Trustee"), on behalf of the Plan, acquires, holds and
disposes of securities including the common stock of the Company owned by the
Plan effective August 1, 1994. Prior to August 1, 1994, Bank of Oklahoma, N.A.
performed such services for the Plan.
Expenses
Plan administration expenses are paid by the Plan, unless paid by the Company,
at the Company's sole discretion. For the years ended December 31, 1994 and
1993, all administrative expenses were paid by the Plan.
Excess Contributions Refundable to Employees
Excess contributions refundable to highly compensated employees represent the
refunds necessary to meet certain nondiscrimination provisions of the Internal
Revenue Code of 1986, as amended ("the Code").
7
<PAGE> 8
3. DESCRIPTION OF THE PLAN:
The Plan is a defined contribution plan. All domestic employees are eligible to
enroll in the Plan on the January 1 or July 1 following the date the employee
completes one year of service. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is
administered by the Employee Benefits Committee of the Company, whose members
are appointed by the Company's Board of Directors. The Company will make
available to participants a copy of the Plan document to provide complete
information, if requested.
Bawden (U.S.) Employees' Retirement Savings Plan Merger
Effective August 1, 1989, the Plan was amended by restating the Plan in its
entirety. The principal purpose of the amendment was to reflect the merger of
the Bawden (U.S.) Employees' Retirement Savings Plan ("the Bawden Plan") with
and into the Plan. As a result of the merger, certain provisions of the Bawden
Plan were required to be carried over and applied with respect to the assets
representing the benefits accrued by former Bawden Plan participants under the
Bawden Plan. Under the terms of the resulting plan, any employee who was a
participant in the Bawden Plan on July 31, 1989, became immediately eligible to
participate in the Plan, as restated. With respect to benefits accrued to such
participants under the Bawden Plan prior to August 1, 1989, such accrued
benefits were not decreased by virtue of the application of any of the
provisions of the Plan, as restated. In addition, any early retirement benefit,
retirement-type subsidy or optional form of benefit which may have been
applicable to such participant's accrued benefit under the Bawden Plan prior to
August 1, 1989, has been specifically preserved under the terms of the Plan, as
restated. With respect to benefits accrued under the Plan, as restated, by
former Bawden Plan participants from and after August 1, 1989, the terms of the
Plan apply without material change.
The assets of the Bawden Plan were held in a separate account after the merger
of the Bawden Plan into the Plan. During 1993, the former Bawden Plan
participants elected to invest their Bawden Plan participant account balances in
the investment options available under the Plan.
Significant Amendments
Effective January 12, 1991, the Plan was amended to provide that employment
prior to that date by Transworld Drilling Company or its affiliated companies
would be counted for purposes of determining any period of eligibility to
participate or to vest in benefits under the Plan.
Effective January 27, 1992, the Plan's related trust was amended to provide
pass-through voting rights for shares of common stock of the Company credited to
a participant's accounts (whether or not vested) under the Plan.
Effective as of January 1, 1994, the Plan was amended to allow for participant
loans in accordance with the terms set forth in the amended plan. There were no
participant loans processed during 1994 and no loans outstanding as of December
31, 1994.
8
<PAGE> 9
Effective June 24, 1994, the Plan's related trust was amended to provide for
appointment of a successor trustee in accordance with the terms set forth in the
amended plan. Pursuant to the amended provision, the Plan assets and trustee
functions were transferred from the Bank of Oklahoma, N.A. to Exchange National
Bank and Trust Company of Ardmore, Oklahoma, effective August 1, 1994.
On December 30, 1994, the Plan was amended (i) effective as of August 1, 1989,
to place specified limits on the compensation of a participant that could be
taken into account under the Plan for specified plan years, (ii) effective as of
January 1, 1993, to provide for transfers of eligible rollover distributions,
and (iii) effective as of January 1, 1994, to provide clarification regarding
the conclusive and binding effect of determinations made by the Employee
Benefits Committee and regarding adoption of the Plan and its related trust by
affiliates of the Company and amendment of the Plan and its related trust.
Additionally, by amendment on December 30, 1994, certain amendments to
provisions of the Plan as in effect prior to August 1, 1989 were effected.
Contributions
Participants contribute to the Plan on a pre-tax basis only. However, certain
participants' accounts transferred from the NAI Plan included after-tax
contributions.
Participants may contribute up to 10 percent, up to a limit of $9,240 and $8,994
in 1994 and 1993, respectively, of their base compensation to the Plan. The Plan
provides for the following matching contributions:
<TABLE>
<CAPTION>
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
---------------- -------------------------- --------------------------
<S> <C> <C>
Less than 15 70% 6%
15 or more 100% 6%
</TABLE>
Effective January 1, 1990, the Plan was amended to provide that the Company's
matching contributions would be made in common stock of the Company.
Termination
The Plan is to continue indefinitely; however, the right to terminate
participation in the Plan, subject to the provisions of ERISA, is reserved by
the Company. Upon notice of termination or permanent suspension of
contributions, the accounts of all participants affected thereby shall become
fully vested and shall be distributed in accordance with the provisions of the
Plan.
Withdrawals
Withdrawals are permitted in the event of termination of employment, retirement,
permanent disability, death or financial hardship, as defined in the Plan.
In-service withdrawals may be made from a participant's after-tax account.
Additionally, vested participants may make in-service withdrawals from
9
<PAGE> 10
the Company's matching account. However, only one in-service withdrawal may be
made by a participant in a 12-month period. Net assets available for benefits as
of December 31, 1994 and 1993, include amounts pending distribution to
participants of $82,738 and $222,044, respectively.
Participant Accounts
Separate accounts are maintained for each participant. Participant accounts are
credited with pre-tax contributions, rollover contributions, if any, 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 ten percent increments as follows:
<TABLE>
<CAPTION>
Fund Investments
---- -----------
<S> <C>
Fund A United States government securities,
highly rated corporate bonds and preferred
stocks, commercial paper and cash deposits.
Fund B Readily marketable common stocks.
Fund I Short-term United States government
securities, certificates of deposit,
high-grade commercial paper, guaranteed
investment contracts or funds invested
solely in such items.
Fund N NAI common stock purchased by Plan
participants prior to spin-off from NAI.
Fund ND Noble Drilling Corporation common stock
(limited to a maximum of 50 percent of
contributions).
</TABLE>
See Exhibits 1 and 2 for financial information by fund.
Plan participants may not contribute to Fund N. Plan participants may, however,
convert investments in Fund N to another fund. The General Fund is used to pay
certain Plan expenses and consists of short-term, highly liquid investments in
money market funds.
The Bawden Plan's investments consisted of guaranteed investment contracts and
common stock of the Company. During January 1993, the guaranteed investment
contract was liquidated and the proceeds were invested in the separate funds at
the election of the participants.
10
<PAGE> 11
Vesting
A participant's contributions are 100 percent vested. Participants become fully
vested in the Company's matching contributions upon five years of credited
service. Also, a participant becomes fully vested in the Company's matching
contributions, regardless of years of service, if employment is terminated due
to normal retirement, total disability or death. Unallocated forfeitures of
$48,932 and $41,429 at December 31, 1994 and 1993, respectively, may be used to
reduce future Company matching contributions.
4. INCOME TAXES:
The Plan obtained its latest determination letter on May 15, 1990, in which the
Internal Revenue Service stated the Plan, as then designed, was in compliance
with the applicable requirements of the Code. The Plan has been amended since
receiving the determination letter. A request for an updated determination
letter was filed in March 1995, but a response has not been received. However,
management believes that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Code. Therefore, management
believes that the Plan remains qualified and the related Trust remains exempt as
of December 31, 1994 and 1993.
5. NET (LOSS) GAIN ON INVESTMENTS:
The net (loss) gain on investments for the years ended December 31, is as
follows:
<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Noble Drilling Corporation common stock $ (799,571) $ 1,221,158
Noble Affiliates, Inc. common stock 18,217 43,893
Other corporate stocks (142,008) 111,109
United States government securities (97,115) 38,369
Mutual fund 11,660 0
----------- -----------
Total net (loss) gain on investments $(1,008,817) $ 1,414,429
=========== ===========
</TABLE>
6. PARTY-IN-INTEREST TRANSACTIONS:
Net assets of the Plan include amounts invested in a pooled money market fund
issued and managed by Exchange National Bank and Trust Company of Ardmore,
Oklahoma, the Plan trustee; as such, these investments qualify as
party-in-interest transactions.
7. SUBSEQUENT EVENT:
Effective as of May 1, 1995, the Plan was amended to allow field hourly
employees to make contributions from both straight-time and overtime pay.
11
<PAGE> 12
EXHIBIT 1
(Page 1 of 2)
NOBLE DRILLING CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
DECEMBER 31, 1994
<TABLE>
<CAPTION>
NON -
PARTICIPANT DIRECTED PARTICIPANT DIRECTED
---------------------------------------------------- --------------------
GENERAL
FUND A FUND B FUND I FUND ND FUND N FUND TOTAL
------ ------ ------ ------- ------ ------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ 0 $ 0 $ 0 $ 0 $ 0 $ 35 $ 35
Investments, at market value:
Short-term investments 334,758 57,501 29,058 51,827 7,673 199,564 680,381
Noble Drilling Corporation
common stock 0 14,241 0 1,751,661 0 0 1,765,902
Noble Affiliates, Inc. common stock 0 26,532 0 0 90,090 0 116,622
Other corporate stock 0 882,264 0 0 0 0 882,264
United States government securities 976,534 0 0 0 0 0 976,534
Mutual fund 0 0 961,660 0 0 0 961,660
Contributions receivable:
Participants 13,126 7,706 13,602 11,517 0 0 45,951
Noble Drilling Corporation 0 0 0 27,659 0 0 27,659
Dividends and interest receivable 22,640 2,038 57 159 26 593 25,513
Interfund transfers receivable (payable) 152 112 113 205 11 (593) 0
----------- ----------- ----------- ----------- ----------- ----------- -----------
1,347,210 990,394 1,004,490 1,843,028 97,800 199,599 5,482,521
LIABILITIES
Excess contributions refundable
to employees 6,251 3,214 5,228 5,750 0 0 20,443
Trust fees payable 7,156 5,151 0 0 0 0 12,307
Other fees payable 1,688 0 0 0 0 0 1,688
----------- ----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $ 1,332,115 $ 982,029 $ 999,262 $ 1,837,278 $ 97,800 $ 199,599 $ 5,448,083
=========== =========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying financial statements and notes are an integral
part of this exhibit.
12
<PAGE> 13
EXHIBIT 1
(Page 2 of 2)
NOBLE DRILLING CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
DECEMBER 31, 1993
<TABLE>
<CAPTION>
NON -
PARTICIPANT DIRECTED PARTICIPANT DIRECTED
---------------------------------------------------- --------------------
GENERAL
FUND A FUND B FUND I FUND ND FUND N FUND TOTAL
------ ------ ------ ------- ------ ------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ 19,906 $ 0 $ 0 $ 0 $ 0 $ 0 $ 19,906
Investments, at market value:
Short-term investments 279,602 48,146 952,909 1,509 9,062 188,258 1,479,486
Noble Drilling Corporation
common stock 0 21,210 0 2,324,753 0 0 2,345,963
Noble Affiliates, Inc. common stock 0 28,408 0 0 97,679 0 126,087
Other corporate stocks 0 1,013,038 0 0 0 0 1,013,038
United States government securities 1,172,329 0 0 0 0 0 1,172,329
Contributions receivable:
Participants 12,073 8,250 13,635 7,552 0 0 41,510
Noble Drilling Corporation 0 0 0 60,594 0 0 60,594
Dividends and interest receivable 7,979 1,952 2,311 176 21 0 12,439
Interfund transfers receivable (payable) 4,419 4,720 (5,889) (3,248) 8 (10) 0
----------- ----------- ----------- ----------- ----------- --------- -----------
1,496,308 1,125,724 962,966 2,391,336 106,770 188,248 6,271,352
LIABILITIES
Excess contributions refundable
to employees 13,602 15,665 13,189 4,500 0 0 46,956
Trust fees payable 1,736 1,244 1,124 2,744 126 0 6,974
Other fees payable 1,837 0 0 0 0 0 1,837
Due to Trustee 0 23,850 0 0 0 0 23,850
----------- ----------- ----------- ----------- ----------- --------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $ 1,479,133 $ 1,084,965 $ 948,653 $ 2,384,092 $ 106,644 $ 188,248 $ 6,191,735
=========== =========== =========== =========== =========== ========= ===========
</TABLE>
The accompanying financial statements are an integral part of this exhibit.
13
<PAGE> 14
EXHIBIT 2
(Page 1 of 2)
NOBLE DRILLING CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
NON -
PARTICIPANT DIRECTED PARTICIPANT DIRECTED
---------------------------------------------------- --------------------
GENERAL
FUND A FUND B FUND I FUND ND FUND N FUND TOTAL
------ ------ ------ ------- ------ ------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS):
Interest $ 80,840 $ 2,422 $ 23,289 $ 1,854 $ 544 $ 3,773 $ 112,722
Dividends 0 32,457 0 0 585 0 33,042
----------- ----------- ----------- ----------- ----------- ----------- -----------
80,840 34,879 23,289 1,854 1,129 3,773 145,764
Less: investment expenses (20,427) (15,160) (3,344) (5,573) (516) (184) (45,204)
----------- ----------- ----------- ----------- ----------- ----------- -----------
NET INVESTMENT INCOME (LOSS) 60,413 19,719 19,945 (3,719) 613 3,589 100,560
NET (LOSS) GAIN ON INVESTMENTS (97,115) (108,578) 11,660 (808,319) (6,465) 0 (1,008,817)
CONTRIBUTIONS:
Participants 167,600 113,799 174,700 130,499 0 0 586,598
Employer 0 0 0 349,299 0 0 349,299
WITHDRAWALS (267,461) (139,275) (146,553) (216,247) (1,756) 0 (771,292)
INTERFUND TRANSFERS, NET (10,455) 11,399 (9,143) 1,673 (1,236) 7,762 0
----------- ----------- ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS (147,018) (102,936) 50,609 (546,814) (8,844) 11,351 (743,652)
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 1,479,133 1,084,965 948,653 2,384,092 106,644 188,248 6,191,735
----------- ----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 1,332,115 $ 982,029 $ 999,262 $ 1,837,278 $ 97,800 $ 199,599 $ 5,448,083
=========== =========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying financial statements and notes are an integral part of this
exhibit.
14
<PAGE> 15
EXHIBIT 2
(Page 2 of 2)
NOBLE DRILLING CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------
FUND A FUND B FUND I FUND ND
------ ------ ------ -------
<S> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS):
Interest $ 81,658 $ 4,591 $ 28,638 $ 1,772
Dividends 0 14,365 0 0
----------- ----------- ----------- -----------
81,658 18,956 28,638 1,772
Less: investment expenses (16,284) (11,078) (5,040) (10,794)
----------- ----------- ----------- -----------
NET INVESTMENT INCOME (LOSS) 65,374 7,878 23,598 (9,022)
NET GAIN ON INVESTMENTS 38,369 173,214 0 1,162,763
CONTRIBUTIONS:
Participants 133,593 89,109 149,891 80,541
Employer 0 0 0 303,408
WITHDRAWALS (277,754) (141,244) (338,370) (360,172)
INTERFUND TRANSFERS, NET 170,374 136,595 312,683 (25,521)
----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS 129,956 265,552 147,802 1,151,997
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 1,349,177 819,413 800,851 1,232,095
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 1,479,133 $ 1,084,965 $ 948,653 $ 2,384,092
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
NON -
PARTICIPANT DIRECTED
----------------------------------
GENERAL BAWDEN
FUND N FUND PLAN TOTAL
------ ------- ------- -----
<S> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS):
Interest $ 403 $ 0 $ 3,376 $ 120,438
Dividends 721 0 0 15,086
----------- ----------- ----------- -----------
1,124 0 3,376 135,524
Less: investment expenses (623) (98) (1,804) (45,721)
----------- ----------- ----------- -----------
NET INVESTMENT INCOME (LOSS) 501 (98) 1,572 89,803
NET GAIN ON INVESTMENTS 34,379 0 5,704 1,414,429
CONTRIBUTIONS:
Participants 0 0 0 453,134
Employer 0 0 0 303,408
WITHDRAWALS (38,270) 0 (2,544) (1,158,354)
INTERFUND TRANSFERS, NET (14,280) 166,885 (746,736) 0
----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS (17,670) 166,787 (742,004) 1,102,420
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 124,314 21,461 742,004 5,089,315
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 106,644 $ 188,248 $ 0 $ 6,191,735
=========== =========== =========== ===========
</TABLE>
The accompanying financial statements are an integral part of this exhibit.
15
<PAGE> 16
SCHEDULE I
(Page 1 of 2)
NOBLE DRILLING CORPORATION THRIFT PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Number of (e) Current
(b) Identity of Issue (c) Description Shares (d) Cost Value
- - ------------------------ ----------------- ---------- -------- -----------
<S> <C> <C> <C> <C>
* ENB Pooled MM Fund money market fund 680,381 $ 680,381 $ 680,381
-------- --------
* Noble Drilling Corporation common stock 300,579 1,683,401 1,765,902
--------- ---------
Noble Affiliates, Inc. common stock 4,712 60,466 116,622
--------- ---------
OTHER CORPORATE STOCKS:
AirTouch Communications common stock 800 17,397 23,300
ALLTEL Corporation common stock 1,200 27,814 36,150
Belo A. H. Corp. series A common stock 400 15,928 22,600
Burlington Res. Inc. common stock 600 22,476 21,000
Colgate Palmolive Company common stock 400 23,028 25,350
Comcast Cable Partners common stock 1,500 22,500 24,000
Diebold, Inc. common stock 900 16,428 37,012
Dillard Dept. Stores, Inc. common stock 600 23,047 16,050
Eastman Kodak Co. common stock 500 24,537 23,875
Emerson Electric common stock 400 24,063 24,950
Exxon Corp. common stock 200 9,166 12,150
Felcor Suite Hotels, Inc. common stock 1,100 24,475 21,450
Gillette Co. common stock 300 15,773 22,462
Harcourt Gen. Inc. common stock 700 24,515 24,675
Kimberly Clark Corp. common stock 400 4,290 20,150
Kirby Corp. common stock 2,000 23,870 39,500
Litton Inds., Inc. common stock 600 17,372 22,200
Loctite Corp. common stock 500 20,526 23,250
MCI Communications Corp. common stock 1,200 26,900 22,050
Mobil Oil common stock 388 11,921 32,689
Morton Intl. common stock 1,000 26,763 28,500
Nelson Thomas Inc. common stock 1,100 20,238 26,400
Northern Trust Corp. common stock 600 23,850 21,000
Olsten Corp. common stock 1,000 26,066 31,750
Pepsi Co., Inc. common stock 600 23,200 21,750
Pillowtex Corp. common stock 2,000 24,140 19,500
Raytheon Corporation common stock 400 25,752 25,550
Schering Plough Corp. common stock 500 4,475 37,000
Sherwin-Williams Corp. common stock 700 12,854 23,364
Stewart & Stevenson Svcs., Inc. common stock 800 21,870 27,600
Telefonos de Mexico ADR CL L common stock 400 18,560 16,400
Tyco International Ltd. common stock 500 23,910 23,750
U S Healthcare Inc. common stock 450 13,926 18,562
Union Pacific Corp. common stock 400 19,946 18,150
Western Atlas Inc. common stock 600 22,239 22,575
--------- ---------
Total Common Stock 703,815 856,714
CCI Redeemable Preferred 700 22,750 25,550
--------- ---------
Total other corporate stocks $ 726,565 $ 882,264
--------- ---------
</TABLE>
*Identified party-in-interest
16
<PAGE> 17
SCHEDULE I
(Page 2 of 2)
NOBLE DRILLING CORPORATION THRIFT PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Interest Maturity Principal (e) Current
(b) Identity of Issue (c) Description Rate % Date Amount (d) Cost Value
- - ------------------------ ----------------- --------- -------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
United States government
securities:
U.S. Government Treasury Note 4.125 05/31/95 $ 100,000 $ 98,988 $ 99,063
U.S. Government Treasury Note 7.500 11/15/01 250,000 263,437 245,548
U.S. Government Treasury Note 6.125 12/31/96 650,000 667,164 631,923
---------- ----------
Total United States government securities 1,029,589 976,534
---------- ----------
Institutional Investor's
GIC Fund Mutual fund 950,000 961,660
---------- ----------
Total assets held for investment purposes $5,130,402 $5,383,363
========== ==========
</TABLE>
17
<PAGE> 18
SCHEDULE II
NOBLE DRILLING CORPORATION THRIFT PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
(a) Identity of (b) Description Number of Number (c) Purchase (d) Selling (g) Cost of
Party Involved of Asset Purchases of Sales Price ($) Price ($) Asset Sold ($)
- - ---------------------- ------------------- --------- -------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bank of Oklahoma SEI Treasury I Fund 139 83 2,331,899 3,802,691 3,802,691
Exchange National Bank ENB Pooled MM Fund 101 59 2,112,571 1,325,194 1,325,194
U.S. Treasury Note 7.500%, 11/15/01 1 - 338,812 - -
6.125%, 12/31/96 1 - 667,164 - -
Institutional Investors GIC Fund 1 - 950,000 - -
</TABLE>
<TABLE>
<CAPTION>
(h) Current Value of
(a) Identity of Asset on (i) Net
Party Involved Transaction Date ($) Gain ($)
- - ---------------------- -------------------- --------
<S> <C> <C>
Bank of Oklahoma 3,802,691 -
Exchange National Bank 1,325,194 -
U.S. Treasury Note - -
- -
Institutional Investors - -
</TABLE>
=================================================
As defined by Section 2520.103-6 of the Department of Labor
Rules and Regulations governing reporting and disclosure under
the Employee Retirement Income Security Act of 1974, as amended,
the above are reportable transactions of the Noble Drilling
Corporation Thrift Plan. Columns (e) and (f) have
been omitted because they are not applicable.
18
