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