<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 (NO FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
[ ] 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
- ------------------------ ---------------------------------------
(State of incorporation) (I.R.S. employer identification number)
10370 RICHMOND AVENUE, SUITE 400, HOUSTON, TEXAS 77042
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 974-3131
------------------------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, PAR VALUE $.10 PER SHARE NEW YORK STOCK EXCHANGE
9 1/8% SENIOR NOTES DUE 2006 NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
- -------------------------------------- -----------------------------------------
Title of each class Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
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. [ ]
Aggregate market value of Common Stock held by nonaffiliates as of
March 9, 1998: $3,557,930,459
Number of shares of Common Stock outstanding as of March 9, 1998:
131,342,070
DOCUMENTS INCORPORATED BY REFERENCE
Listed below are documents parts of which are incorporated herein by
reference and the part of this report into which the document is incorporated:
(1) Proxy statement for the 1998 annual meeting of stockholders - Part III
<PAGE> 2
Item 14 of Noble Drilling Corporation's Annual Report on Form 10-K for
the year ended December 31, 1997 (the "1997 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, 1997 with respect to the Noble
Drilling Corporation 401(k) Savings Plan, and such Item 14 is restated as set
forth on the following page.
The Index to Exhibits to the 1997 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.
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<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 23 and is
incorporated herein by reference.
(2) Financial Statement Schedules:
All schedules are omitted because either they are not
applicable or the required information is shown in
the financial statements or notes thereto.
(3) Exhibits:
The information required by this Item 14(a)(3) is set
forth in the Index to Exhibits accompanying this
Annual Report on Form 10-K and is incorporated herein
by reference.
(4) Financial Statements required by Form 11-K for the
fiscal year ended December 31, 1997, with respect to
the Noble Drilling Corporation 401(k) Savings Plan
are filed as Exhibit 99.1 hereto.
(b) No reports on form 8-K were filed by the Company during the
quarter ended December 31, 1997.
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<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
Date: June 26, 1998
By: /s/ JAMES C. DAY
------------------------------------
James C. Day, Chairman, President
and Chief Executive Officer
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<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER ** EXHIBIT
- --------------- ------------------------------------------------------------------------------------------------
<S> <C>
2.1 - Agreement of Sale and Purchase dated as of April 25, 1996 between the Registrant and Royal
Nedlloyd N.V. and Neddrill Holding B.V. (filed as Exhibit 2.1 to the Registrant's Registration
Statement on Form S-3 (No. 333-2927) and incorporated herein by reference).
2.2 - Asset Purchase Agreement dated November 15, 1996 by and between the Registrant, Noble
Properties, Inc. and Noble Drilling (Canada) Ltd. and Nabors Industries, Inc. (filed as
Exhibit 2.1 to the Registrant's Form 8-K dated dated December 27, 1996 (date of event:
December 13, 1996) and incorporated herein by reference).
2.3 - Agreement dated December 13, 1996 by and among the Registrant, Noble Properties, Inc., Noble
Drilling (Canada) Ltd., Noble Drilling (U.S.) Inc., and Noble Drilling Land Limited and Nabors
Industries, Inc., Nabors Drilling USA, Inc. and Nabors Drilling Limited (filed as Exhibit 2.2
to the Registrant's Form 8-K dated December 27, 1996 (date of event: December 13, 1996) and
incorporated herein by reference).
2.4 - Asset Purchase Agreement dated as of February 19, 1997 between the Registrant, Noble Drilling
(U.S.) Inc., Noble Offshore Corporation, Noble Drilling (Mexico) Inc. and NN-1 Limited
Partnership and Pride Petroleum Services, Inc. (filed as Exhibit 2.10 in the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by
reference.)
2.5 - Agreement dated April 10, 1997 by and between Noble Drilling Corporation, Noble Drilling
(U.S.) Inc., Noble Offshore Corporation, Noble Drilling (Mexico) Inc. and NN-1 Limited
Partnership, and Pride Petroleum Services, Inc. (filed as Exhibit 2.2 to the Registrant's
Form 8-K dated May 21, 1997 (date of event: May 7, 1997) and incorporated herein by reference).
2.6 - First Amendment to Asset Purchase Agreement dated as of May 7, 1997 by and between Noble
Drilling Corporation, Noble Drilling (U.S.) Inc., Noble Offshore Corporation, Noble Drilling
(Mexico) Inc., NN-1 Limited Partnership and Mexico Drilling Partners Inc., and Pride Petroleum
Services, Inc., Pride Offshore, Inc. and Forasol S.A. (filed as Exhibit 2.3 to the
Registrant's Form 8-K dated May 21, 1997 (date of event: May 7, 1997) and incorporated herein
by reference).
3.1 - Restated Certificate of Incorporation of the Registrant dated August 29, 1985 (filed as
Exhibit 3.7 to the Registrant's Registration Statement on Form 10 (No. 0-13857) and
incorporated herein by reference).
3.2 - Certificate of Amendment of Restated Certificate of Incorporation of the Registrant dated May
5, 1987 (filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-3 (No.
33-67130) and incorporated herein by reference).
</TABLE>
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<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER** EXHIBIT
- --------------- ------------------------------------------------------------------------------------------------
<S> <C>
3.3 - Certificate of Amendment of Certificate of Incorporation of the Registrant dated July 31, 1991
(filed as Exhibit 3.16 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated herein by reference).
3.4 - Certificate of Amendment of Certificate of Incorporation of the Registrant dated September 15,
1994 (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the
three-month period ended March 31, 1995 and incorporated herein by reference).
3.5 - Certificate of Designations of Series A Junior Participating Preferred Stock, par value $1.00
per share, of the Registrant dated as of June 29, 1995 (filed as Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the three-month period ended June 30, 1995 and
incorporated herein by reference).
3.6 - Certificate of Amendment of Certificate of Designations of Series A Junior Participating
Preferred Stock of Registrant dated September 5, 1997.
3.7 - Composite copy of the Bylaws of the Registrant as currently in effect.
3.8 - Amendment of Articles IV and VI of the Bylaws of the Registrant adopted January 29, 1998.
4.1 - Indenture dated as of October 1, 1993 governing the 9 1/4% Senior Notes due 2003 (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 - First Supplemental Indenture dated as of May 30, 1997 to Indenture dated as of October 1, 1993
governing the 9 1/4% Senior Notes due 2003.
4.3 - Indenture dated as of July 1, 1996 governing the 9 1/8% Senior Notes due 2006 (including form
of Note) (filed as Exhibit 4.1 to the Registrant's Form 8-K dated July 16, 1996 (date of
event: July 1, 1996) and incorporated herein by reference).
4.4 - Credit Agreement, dated as of August 14, 1997, among Noble Drilling Corporation, the lending
institutions listed from time to time on Annex I thereto, Credit Lyonnais New York Branch, as
Documentation Agent and Christiania Bank Og Kreditkasse ASA, New York Branch, as Arranger and
Administrative Agent.
4.5 - Rights Agreement dated as of June 28, 1995 between the Registrant and Liberty Bank and Trust
Company of Oklahoma City, N.A. (filed as Exhibit 4 to the Registrant's Form 8-K dated June
29, 1995 (date of event: June 28, 1995) and incorporated herein by reference).
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NUMBER** EXHIBIT
- --------------- ------------------------------------------------------------------------------------------------
<S> <C>
4.6 - Amendment No. 1 to Rights Agreement, dated September 3, 1997, between Noble Drilling
Corporation and Liberty Bank and Trust Company of Oklahoma City, N.A. (filed as Exhibit 4.2 to
the Registrant's Form 8-A/A (Amendment No. 1) dated September 3, 1997 and incorporated herein
by reference).
4.7 - Summary of Rights to Purchase Preferred Shares, as amended as of September 3, 1997 to conform
with Amendment No. 1 to Rights Agreement, dated September 3, 1997 (filed as Exhibit 4.3 to the
Registrant's Form 8-K dated September 3, 1997 (date of event: September 3, 1997) and
incorporated herein by reference).
10.1 - Assets Purchase Agreement dated as of August 20, 1993 (the "Portal Assets Purchase
Agreement"), between the Registrant and Portal Rig Corporation (filed as Exhibit 2.3 to the
Registrant's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by
reference).
10.2 - Agreement dated as of October 25, 1993, among the Registrant, Noble (Gulf of Mexico) Inc. and
Portal Rig Corporation, amending the Portal Assets Purchase Agreement (filed as Exhibit 2.5 to
the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30,
1993 and incorporated herein by reference).
10.3 - Amended and Restated Letter of Credit Agreement, dated as of October 25, 1993, among Portal
Rig Corporation, Noble (Gulf of Mexico) Inc., NationsBank of Texas, N.A., as agent and as one
of the "Banks" thereunder, and Marine Midland Bank, N.A., Bank of America National Trust and
Savings Association, and Norwest Bank Minnesota, National Association (collectively, the
"Banks") (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the
three-month period ended September 30, 1993 and incorporated herein by reference).
10.4 - Assignment, Assumption and Amended and Restated Preferred Ship Mortgage, dated October 25,
1993, by Noble (Gulf of Mexico) Inc. to the Banks (filed as Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and
incorporated herein by reference).
10.5 - Security Agreement and Assignment, dated October 25, 1993, by Noble (Gulf of Mexico) Inc. to
the Banks (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the
three-month period ended September 30, 1993 and incorporated herein by reference).
10.6 - Noble Support Agreement, dated October 25, 1993, among the Registrant and the Banks (filed as
Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the three-month period
ended September 30, 1993 and incorporated herein by reference).
10.7 - 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 (date of event: April 22, 1994) and incorporated herein by reference).
</TABLE>
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<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NUMBER** EXHIBIT
- --------------- ------------------------------------------------------------------------------------------------
<S> <C>
10.8 - 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 (date of
event: April 22, 1994) and incorporated herein by reference).
10.9* - 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).
10.10* - Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan (as amended and restated
on January 30, 1997, filed as Exhibit 10.2 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by reference).
10.11* - 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).
10.12* - Amendment No. 1 to the Noble Drilling Corporation 1992 Nonqualified Stock Option Plan for Non-Employee
Directors dated as of July 28, 1994 (filed as Exhibit 10.44 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994 and incorporated herein by reference).
10.13* - Noble Drilling Corporation Equity Compensation Plan for Non-Employee Directors (filed as
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the three-month period
ended September 30, 1996 and incorporated herein by reference).
10.14* - Noble Drilling Corporation Short-Term Incentive Plan (revised July 1997).
10.15* - 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).
10.16* - Amendment No. 1 to the Noble Drilling Corporation Amended and Restated Thrift Restoration Plan
dated January 29, 1998.
10.17* - 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).
10.18* - Amendment No. 1 to the Noble Drilling Corporation Retirement Restoration Plan dated January
29, 1998.
</TABLE>
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<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT
NUMBER** EXHIBIT
- --------------- ------------------------------------------------------------------------------------------------
<S> <C>
10.19* - Form of Indemnity Agreement entered into between the Registrant and each of the Registrant's
directors and bylaw officers (filed as Exhibit 10.46 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995 and incorporated herein by reference).
10.20 - 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).
10.21 - Registration Rights Agreement dated as of July 1, 1996 between the Registrant and Royal
Nedlloyd N.V. (filed as Exhibit 10.25 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by reference).
21.1 - Subsidiaries of the Registrant.
23.1 - Consent of Price Waterhouse LLP.
27.1 Financial Data Schedule.
99.1*** - Financial Statements required by Form 11-K for the fiscal year ended December 31, 1997 with
respect to the Noble Drilling Corporation 401(k) Savings Plan (including consent of Price
Waterhouse LLP regarding the incorporation by reference thereof).
</TABLE>
- ---------------
* Management contract or compensatory plan or arrangement required to
be filed as an exhibit hereto.
** Filed previously, unless otherwise indicated.
*** Filed herewith.
-9-
<PAGE> 1
EXHIBIT 99.1
NOBLE DRILLING CORPORATION
401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AND
ADDITIONAL INFORMATION
DECEMBER 31, 1997 AND 1996
<PAGE> 2
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accountants 1
Financial Statements:
Statements of net assets available for benefits at December 31, 1997 and 1996 2
Statements of changes in net assets available for benefits for the years ended
December 31, 1997 and 1996 3
Notes to financial statements 4 - 13
Additional Information*:
Form 5500 - Item 27(a) - Schedule of assets held for investment purposes
at December 31, 1997 (Schedule I) 14
Form 5500 - Item 27(b) - Schedule of loans or fixed income obligations
at December 31, 1997 (Schedule II) 15
Form 5500 - Item 27(d) - Schedule of reportable transactions for the year
ended December 31, 1997 (Schedule III) 16
</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.
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Employee Benefits Committee of the
Noble Drilling Corporation 401(k) Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Noble Drilling Corporation 401(k) Savings Plan at December 31, 1997 and
1996, 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 performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I, II and III 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 audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PRICE WATERHOUSE LLP
Houston, Texas
June 19, 1998
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<PAGE> 4
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Assets:-
Cash $ -- $ 515,317
Investments, at fair value:
Short-term investments 364 2,586,673 *
Noble Drilling Corporation common stock 13,879,128 * 9,530,740 *
Noble Affiliates, Inc. common stock 1,093 120,398
Collective investment fund 2,977,387 * --
United States government securities -- 1,006,512 *
Mutual funds 6,522,564 * --
Investment contract, at contract value -- 3,573,882 *
Securities receivable -- 37,541
Contributions receivable:
Participants 170,758 253,386
Noble Drilling Corporation 94,345 155,109
Dividends and interest receivable 44,144 18,247
Participant loans 848,284 709,992
Loan interest receivable 3,982 --
----------- -----------
24,542,049 18,507,797
Liabilities:
Excess contributions refundable to employees -- 92,790
Book overdraft 79,349 --
Trust fees payable 17,141 14,231
Stock purchase payable -- 280,691
----------- -----------
Net assets available for benefits $24,445,559 $18,120,085
=========== ===========
</TABLE>
* This investment represents five percent or more of the total net assets
available for benefits.
The accompanying notes are an integral part of these financial statements.
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<PAGE> 5
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996
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<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
Additions attributed to:-
Interest and dividend income $ 415,807 $ 111,311
Net appreciation on investments 6,049,312 4,919,428
Contributions:
Participants 1,734,166 1,388,299
Employer 1,122,343 339,709
Other -- 45,553
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Total additions 9,321,628 6,804,300
----------- -----------
Deductions attributed to:
Withdrawals 3,431,565 414,024
Administrative and investment expenses 109,551 67,039
----------- -----------
Total deductions 3,541,116 481,063
----------- -----------
Net increase in net assets available for benefits before
rollovers/transfers from other plans 5,780,512 6,323,237
Rollovers/transfers from other plans 544,962 3,639,640
----------- -----------
Net increase in net assets available for benefits 6,325,474 9,962,877
Net assets available for benefits, beginning of year 18,120,085 8,157,208
----------- -----------
Net assets available for benefits, end of year $24,445,559 $18,120,085
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 6
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following brief description of the provisions of the Noble Drilling
Corporation 401(k) Savings Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan document
for a more complete description of the Plan's provisions.
GENERAL
Noble Drilling Corporation (the "Company") established the Noble Drilling
Corporation Thrift Plan (the "Thrift Plan") effective January 1, 1986.
Prior to October 1, 1985, the Company was a wholly-owned subsidiary of
Noble Affiliates, Inc. ("NAI"). Effective as of that date, the Company was
recapitalized and its common stock was distributed to the stockholders of
NAI in a tax-free spin-off. The Company's employees had participated in the
Noble Affiliates, Inc. Thrift and Profit Sharing Plan (the "NAI Plan")
prior to October 1, 1985, and continued to participate in the NAI Plan
through December 31, 1985. Participants in the NAI Plan carried over
certain service, eligibility and vesting benefits upon entering the Plan.
Effective October 1, 1997, the Thrift Plan was amended and restated to
incorporate prior amendments, increase the maximum participant contribution
percentage from 10% to 12% and allow for cash matching contributions. In
addition, the Thrift Plan was renamed the Noble Drilling Corporation 401(k)
Savings Plan.
The Plan is a defined contribution plan. All employees of Noble Drilling
Corporation and its participating subsidiaries who are U.S. citizens or
U.S. taxpayers are eligible to enroll in the Plan. 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 (the "Committee"), whose members are appointed by
Noble Drilling Corporation's Board of Directors.
Through October 1, 1997, the Plan Trustee was Exchange National Bank and
Trust Company of Ardmore, Oklahoma ("Exchange"). Effective October 1, 1997,
The Charles Schwab Trust Company was appointed the Plan Trustee. Under the
terms of the Plan, the Trustee, on behalf of the Plan, acquires, holds and
disposes of securities, including the common stock of the Company owned by
the Plan.
SIGNIFICANT TRANSFERS FROM OTHER PLANS
Effective May 1, 1996 and in connection with the acquisition of Chiles
Offshore Corporation, the net assets available for plan benefits of the
Chiles Offshore Corporation 401(k) Plan ("Chiles") were merged into the
Plan.
CONTRIBUTIONS
Effective October 1, 1997, participants may contribute on a pre-tax basis
up to 12% of their base compensation to the Plan. Prior to October 1, 1997,
the maximum allowable participant contribution was 10%. Participants'
pre-tax contributions were limited to $10,000 and $9,500 in 1997 and 1996,
respectively.
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<PAGE> 7
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
The Plan provides for the following employer 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.
Effective October 1, 1997, matching contributions may also be made in cash.
TERMINATION
The Company reserves the right to amend or terminate the Plan, subject to
the provisions of ERISA. Upon notice of termination or permanent suspension
of contributions, the accounts of all participants effected thereby shall
become fully vested and shall be distributed in accordance with the
provisions of the Plan.
LOANS
A participant has the ability to borrow funds from the employee's vested
account balance. A loan is secured by the participant's account balance.
Participants may borrow a maximum amount equal to the lesser of (i) 50
percent of each participant's vested account balance under the Plan or (ii)
$50,000, reduced by the excess, if any, of the highest outstanding loan
balance outstanding in the previous year over the loan balance currently
outstanding. The loans are repayable within five years unless used to
acquire a principal residence, in which case the term of the loan is at the
Committee's discretion. Repayment of the principal and interest of a loan
is invested according to the participant's current investment directions
for future pre-tax contributions to the Plan.
During 1997 and 1996, $619,484 and $431,080, respectively, of new loans
were issued to participants.
WITHDRAWALS
Withdrawals are permitted in the event of termination of employment,
retirement, permanent disability, death or financial hardship, as defined
in the Plan. In-service withdrawals may be made from a participant's
after-tax account. Additionally, vested participants may make in-service
withdrawals from the Company's matching account.
PARTICIPANT ACCOUNTS
Separate accounts are maintained for each participant. Participant accounts
are credited with pre-tax contributions, 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.
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<PAGE> 8
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
Participants have an option as to the manner in which their contributions
may be invested. Separate funds are maintained and participants may direct
their investments in 1% increments. A brief description of
the Plan's investment options follows. For a detailed description of
investment options and risk profiles, refer to the respective fund
prospectus.
<TABLE>
<CAPTION>
FUND INVESTMENTS
<S> <C>
Morley Institutional Guaranteed investment contracts, bank investment contracts and money-market
Investors' Fund (Morley) instruments.
PIMCO Total Return United States government securities, corporate bonds, mortgage related
Institutional Fund (PIMCO) securities and money-market instruments.
Dodge & Cox Balanced Common stocks and convertible securities as well as investment grade fixed
Fund (Dodge & Cox) income securities.
Vanguard Index 500 Fund Common stocks of small, growing companies as well as large, established
(Vanguard) companies. Seeks to replicate the aggregate price and yield of the S&P
500 index.
Brandywine Fund (Brandywine) Common stocks of small to medium-sized companies that are expected to
demonstrate growth in earnings and revenue.
American AAdvantage Common stocks and debt securities of companies and governments outside
International Equity Fund - the United States.
Institutional Class (American
AAdvantage)
Fund ND Noble Drilling Corporation common stock
</TABLE>
Prior to October 1, 1997, investment options available to the participants
consisted of the following investment funds:
<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 and preferred stocks.
Fund I Guaranteed investment contracts or funds invested solely in such items.
Fund ND Noble Drilling Corporation common stock (limited to a maximum of 50% of
contributions)
Fund N NAI common stock purchased by Plan participants prior to spin-off from NAI.
</TABLE>
The balance in the General Fund prior to October 1, 1997 represented
unallocated employee forfeitures and consisted of short-term, highly liquid
investments in money market funds. Subsequent to October 1, 1997,
unallocated forfeitures are maintained in the Noble Stock Fund and the
Morley Institutional Investors' Fund. Unallocated forfeitures are
segregated from all
- 6 -
<PAGE> 9
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
other participants' records. Unallocated forfeitures of $150,798 and
$37,620 at December 31, 1997 and 1996, respectively, are used to reduce
future Company matching contributions.
See Note 7 for financial information by fund.
VESTING
A participant's contributions and rollover amounts are 100 percent vested
at all times. Participants become fully vested in the Company's matching
contributions upon five years of credited service. Also, a participant
becomes fully vested in the Company's matching contributions, regardless of
years of service, if employment is terminated due to normal retirement,
total disability or death.
Certain Chiles participants become vested in the Company's contributions
and the related earnings of such contributions after attainment of certain
years of services, as specified below:
<TABLE>
<CAPTION>
VESTED AND NONFORFEITABLE
FULL YEARS PERCENTAGE OF EMPLOYER'S
OF SERVICE CONTRIBUTION INTO THE PLAN
<S> <C>
1 20%
2 40%
3 60%
4 80%
5 100%
</TABLE>
In general, a participant will be deemed to have completed a "year of
service" for each 12-month period during which the participant completes at
least 1,000 hours of service.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting in conformity with generally accepted accounting principles.
INVESTMENTS
Investments traded on national securities exchanges are valued at closing
prices on the last business day of the year; investments traded on the
over-the-counter market are valued at an average of the last reported bid
and ask prices. The investment in the bank commingled fund is highly
liquid; therefore, the fair value approximates cost. The cost of
investments sold is determined on the basis of average cost.
Prior to October 1, 1997, the Plan invested in guaranteed investment
contracts through a pooled account. This account was credited with earnings
on the underlying investments and charged for Plan withdrawals and
administrative expenses. These contracts are included in the financial
statements at contract value, which approximates fair value, as reported to
the Plan by the administrator of the pooled account. Contract value
represents contributions made under the contract, plus earnings, less Plan
withdrawals and administrative expenses.
- 7 -
<PAGE> 10
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
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,
1997 and 1996, administrative expenses of $109,551 and $67,039,
respectively, were paid by the Plan.
EXCESS CONTRIBUTIONS REFUNDABLE TO EMPLOYEES
Excess contributions refundable to highly compensated employees represent
the refunds necessary to meet certain nondiscrimination provisions of the
Internal Revenue Code (the "Code").
USE OF 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.
OTHER
Certain amounts in the prior year financial statements have been
reclassified to conform to the 1997 presentation.
3. TAX STATUS
The Company has received a favorable determination letter from the Internal
Revenue Service dated October 27, 1995. A favorable determination letter
allows the Company to take a business expense deduction for contributions
paid within a specified period and for participants' benefits not to be
taxed until received by them. In addition, since the trust fund of the Plan
is treated as an exempt organization, its income is not subject to federal
or state income taxes.
The Plan has been amended since applying for the determination letter.
However, the Plan administrator and the Plan's tax counsel believe that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the Code.
4. PARTICIPANT UNITS
Units assigned to participants are as follows at December 31, 1997:
<TABLE>
<CAPTION>
MARKET
NUMBER VALUE
OF UNITS PER UNIT
<S> <C> <C>
Morley Institutional Investors' Fund 158,245 $ 18.815
PIMCO Total Return Institutional Fund 135,112 10.60
Brandywine Fund 41,120 30.89
Vanguard Index 500 Fund 29,449 90.07
Dodge & Cox Balanced Fund 13,488 66.78
American AAdvantage International Equity Fund 16,672 16.01
</TABLE>
- 8 -
<PAGE> 11
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
5. REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Realized gain (loss) represents the difference between the sales price and
historical cost of the respective investments. Realized gain (loss) on
investments for the years ended December 31 was as follows:
<TABLE>
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Common stock $ 2,255,606 $ 83,576
Bank commingled fund 524,935 59,828
Collective investment fund 150,481 -
Guaranteed investment contracts (194,252) 95
United States government securities 13,022 (9,976)
Mutual funds (29,037) -
------------ -----------
$ 2,720,755 $ 133,523
============ ===========
</TABLE>
Unrealized gain (loss) on investments for the years ended December 31 was
as follows:
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Common stock $ 3,388,505 $ 4,491,303
Bank commingled fund - 218,251
Collective investment fund 242,767 -
Guaranteed investment contracts - 114,576
United States government securities - (38,225)
Mutual funds (302,715) -
------------ ------------
$ 3,328,557 $ 4,785,905
============ ============
</TABLE>
6. RELATED PARTIES
The Trustee is authorized to invest in securities under its control.
Transactions resulting in plan assets being transferred to, or used by, a
related party are prohibited under ERISA unless a specific exemption
exists. Exchange is a "party-in-interest" as defined by ERISA as a result
of investing plan assets in one of its funds. However, such transactions
are exempt and are not prohibited by ERISA.
- 9 -
<PAGE> 12
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
7. FINANCIAL INFORMATION BY FUND (PAGE 1 OF 4)
NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-------------------------------------------------------------------------------------------
DODGE & AMERICAN
MORLEY PIMCO COX VANGUARD BRANDYWINE AADVANTAGE
<S> <C> <C> <C> <C> <C> <C>
Assets:-
Investments, at fair value:
Short-term investments $ 364
Noble Drilling Corporation
common stock*
Noble Affiliates, Inc.
common stock
Collective investment fund* 2,977,387
Mutual funds* $ 1,432,192 $ 900,755 $ 2,652,498 $ 1,270,200 $ 266,919
Contributions receivable:
Participants 15,755 12,841 21,566 41,818 37,071 9,786
Noble Drilling Corporation
Dividends and interest receivable 44,144
Participant loans
Loan interest receivable 426 268 912 775 696 160
Loan payment receivable 1,904 1,018 3,413 3,101 2,603 685
----------- ----------- ----------- ----------- ----------- -----------
2,995,836 1,490,463 926,646 2,698,192 1,310,570 277,550
Liabilities:
Book overdraft 1,218 8,283 42,874 18,385
Trust fees payable 2,475 1,164 693 2,002 978 217
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 2,993,361 $ 1,488,081 $ 917,670 $ 2,653,316 $ 1,291,207 $ 277,333
=========== =========== =========== =========== =========== ===========
<CAPTION>
NON-
PARTICIPANT PARTICIPANT
DIRECTED DIRECTED
----------- -----------
FUND ND FUND N LOANS TOTAL
<S> <C> <C> <C> <C>
Assets:-
Investments, at fair value:
Short-term investments $ 364
Noble Drilling Corporation
common stock* $13,879,128 13,879,128
Noble Affiliates, Inc.
common stock $ 1,093 1,093
Collective investment fund* 2,977,387
Mutual funds* 6,522,564
Contributions receivable:
Participants 31,921 170,758
Noble Drilling Corporation 94,345 94,345
Dividends and interest receivable 44,144
Participant loans $ 848,284 848,284
Loan interest receivable 745 3,982
Loan payment receivable 2,574 (15,298)
----------- ----------- ----------- -----------
14,008,713 1,093 832,986 24,542,049
Liabilities:
Book overdraft 7,545 1,044 79,349
Trust fees payable 9,612 17,141
----------- ----------- ----------- -----------
Net assets available for benefits $13,991,556 $ 49 $ 832,986 $24,445,559
=========== =========== =========== ===========
</TABLE>
* These investments represent five percent or more of total net assets
available for benefits.
- 10 -
<PAGE> 13
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
7. FINANCIAL INFORMATION BY FUND (PAGE 2 OF 4)
NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
DECEMBER 31, 1996
<TABLE>
<CAPTION>
NONPARTICIPANT
PARTICIPANT DIRECTED DIRECTED
------------------------------------------------------------- ---------------
FUND A FUND B FUND I FUND ND FUND N
<S> <C> <C> <C> <C> <C>
Assets:-
Cash $ 515,314 $ 1 $ 1 $ 1
Investments, at fair value:
Short-term investments* 326,165 1,906,590 $ 18,690 290,352 7,256
Noble Drilling Corporation
common stock* 9,530,740
Noble Affiliates, Inc. common stock 120,398
United States government securities* 1,006,512
Investment contract, at contract value* 3,573,882
Securities receivable 29,885 7,656
Contributions receivable:
Participants 47,198 51,906 97,244 57,038
Noble Drilling Corporation 155,109
Dividends and interest receivable 12,318 1,704 3,455 750 20
Interfund transfers receivables (payable) 10 10 20 49 1
Participant loans
----------- ----------- ----------- ----------- -----------
1,907,517 1,990,096 3,700,947 10,034,039 127,676
Liabilities:
Excess contributions refundable to
employees 4,222 88,568
Trust fees payable 3,633 2,573 2,000 6,000 25
Stock purchase payable 280,691
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 1,899,662 $ 1,987,523 $ 3,698,947 $ 9,658,780 $ 127,651
=========== =========== =========== =========== ===========
<CAPTION>
NONPARTICIPANT
DIRECTED
--------------
GENERAL
FUND LOANS TOTAL
<S> <C> <C> <C>
Assets:-
Cash $ 515,317
Investments, at fair value:
Short-term investments* $ 37,620 2,586,673
Noble Drilling Corporation
common stock* 9,530,740
Noble Affiliates, Inc. common stock 120,398
United States government securities* 1,006,512
Investment contract, at contract value* 3,573,882
Securities receivable 37,541
Contributions receivable:
Participants 253,386
Noble Drilling Corporation 155,109
Dividends and interest receivable 18,247
Interfund transfers receivables (payable) (90)
Participant loans $ 709,992 709,992
----------- ----------- -----------
37,530 709,992 18,507,797
Liabilities:
Excess contributions refundable to
employees 92,790
Trust fees payable 14,231
Stock purchase payable 280,691
----------- ----------- -----------
Net assets available for benefits $ 37,530 $ 709,992 $18,120,085
=========== =========== ===========
</TABLE>
* These investments represent five percent or more of total net assets
available for benefits.
- 11 -
<PAGE> 14
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
7. FINANCIAL INFORMATION BY FUND (PAGE 3 OF 4)
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------------------------------------
DODGE &
FUND A FUND B FUND I MORLEY PIMCO COX
<S> <C> <C> <C> <C> <C> <C>
Additions attributed to:-
Interest and dividend income $ 110,161 $ 12,317 $ 15,168 $ 2,175 $ 56,762 $ 49,984
Net appreciation (deprecia-
tion) on investments 13,022 524,935 (194,252) 393,248 (13,290) (46,734)
Contributions:
Participants 199,840 274,141 370,650 81,074 63,154 61,666
Employer
----------- ----------- ----------- ----------- ----------- -----------
Total additions 323,023 811,393 191,566 476,497 106,626 64,916
----------- ----------- ----------- ----------- ----------- -----------
Deductions attributed to:
Transfer of assets
between Trustees 2,057,601 2,822,647 3,520,423 (3,520,413) (2,057,601)
Participant loans, net 8,297 10,024 100,894 2,113 (8,381) (15,526)
Withdrawals 54,696 43,347 287,128 611,627 221,965 2,590
Administrative and invest-
ment expenses 12,519 12,976 10,102 7,262 3,136 1,690
Interfund transfers, net 89,572 (90,078) (28,034) 382,547 459,426 (765,444)
----------- ----------- ----------- ----------- ----------- -----------
Total deductions 2,222,685 2,798,916 3,890,513 (2,516,864) (1,381,455) (776,690)
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) in
net assets available for
benefits before rollovers/
transfers from other plans (1,899,662) (1,987,523) (3,698,947) 2,993,361 1,488,081 841,606
Rollover/transfers from
other plans 76,064
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease)
in net assets
available for benefits (1,899,662) (1,987,523) (3,698,947) 2,993,361 1,488,081 917,670
Net assets available for
benefits, beginning
of year 1,899,662 1,987,523 3,698,947
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for
benefits, end of year $ - $ - $ - $ 2,993,361 $ 1,488,081 $ 917,670
=========== =========== =========== =========== =========== ===========
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------
AMERICAN
VANGUARD BRANDYWINE AADVANTAGE FUND ND
<S> <C> <C> <C> <C>
Additions attributed to:-
Interest and dividend income $ 30,186 $ 97,670 $ 13,349 $ 19,188
Net appreciation (deprecia-
tion) on investments (12,397) (238,862) (20,469) 5,657,584
Contributions:
Participants 155,560 103,124 27,193 396,902
Employer 1,122,343
----------- ----------- --------- -----------
Total additions 173,349 (38,068) 20,073 7,196,017
----------- ----------- --------- -----------
Deductions attributed to:
Transfer of assets
between Trustees (2,822,647) (163,614)
Participant loans, net (7,402) (460) (1,403) 215,079
Withdrawals 227,285 199 205 1,768,606
Administrative and invest-
ment expenses 5,366 2,567 514 52,843
Interfund transfers, net 293,810 (1,193,784) (256,576) 1,065,847
----------- ----------- --------- -----------
Total deductions (2,303,588) (1,191,478) (257,260) 2,938,761
----------- ----------- --------- -----------
Net increase (decrease) in
net assets available for
benefits before rollovers/
transfers from other plans 2,476,937 1,153,410 277,333 4,257,256
Rollover/transfers from
other plans 176,379 137,797 75,520
----------- ----------- --------- -----------
Net increase (decrease)
in net assets
available for benefits 2,653,316 1,291,207 277,333 4,332,776
Net assets available for
benefits, beginning
of year 9,658,780
----------- ----------- --------- -----------
Net assets available for
benefits, end of year $ 2,653,316 $ 1,291,207 $ 277,333 $13,991,556
=========== =========== ========= ===========
<CAPTION>
NONPARTICIPANT
DIRECTED
--------------------------
GENERAL
FUND N FUND LOANS TOTAL
<S> <C> <C> <C> <C>
Additions attributed to:-
Interest and dividend income $ 401 $ 8,446 $ 415,807
Net appreciation (deprecia-
tion) on investments (13,473) 6,049,312
Contributions:
Participants 862 1,734,166
Employer 1,122,343
--------- ---------- ---------- -----------
Total additions (12,210) 8,446 9,321,628
--------- ---------- ---------- -----------
Deductions attributed to:
Transfer of assets
between Trustees 163,604
Participant loans, net (412) (302,823)
Withdrawals 213,917 3,431,565
Administrative and invest-
ment expenses 576 109,551
Interfund transfers, net 115,228 (72,514)
--------- ---------- ---------- -----------
Total deductions 115,392 91,090 (88,906) 3,541,116
--------- ---------- ---------- -----------
Net increase (decrease) in
net assets available for
benefits before rollovers/
transfers from other plans (127,602) (82,644) 88,906 5,780,512
Rollover/transfers from
other plans 45,114 34,088 544,962
--------- ---------- ---------- -----------
Net increase (decrease)
in net assets
available for benefits (127,602) (37,530) 122,994 6,325,474
Net assets available for
benefits, beginning
of year 127,651 37,530 709,992 18,120,085
---------- ---------- ---------- -----------
Net assets available for
benefits, end of year $ 49 $ - $ 832,986 $24,445,559
========== ========== ========== ===========
</TABLE>
- 12 -
<PAGE> 15
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
7. FINANCIAL INFORMATION BY FUND (PAGE 4 OF 4)
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
NONPARTICIPANT
PARTICIPANT DIRECTED DIRECTED
------------------------------------------------------------- --------------
FUND A FUND B FUND I FUND ND FUND N
<S> <C> <C> <C> <C> <C>
Additions attributed to:-
Interest and dividend income $ 90,765 $ 11,504 $ 5,033 $ 1,035 $ 654
Net appreciation (depreciation) on
investments (48,201) 278,079 114,671 4,529,763 45,116
Contributions:
Participants 270,191 262,110 568,796 287,202
Employer 339,709
Other 37,053 8,500
----------- ----------- ----------- ----------- -----------
Total additions 312,755 588,746 697,000 5,157,709 45,770
----------- ----------- ----------- ----------- -----------
Deductions attributed to:
Participant loans, net 68,586 51,219 72,880 178,038 (241)
Withdrawals 84,598 22,594 81,058 225,774
Administrative and investment expenses 20,880 13,642 11,126 21,342 49
Interfund transfers, net 11,281 (43,514) 5,886 (158,711) 1,962
----------- ----------- ----------- ----------- -----------
Total deductions 185,345 43,941 170,950 266,443 1,770
----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
available for benefits before
rollovers/transfers from other plans 127,410 544,805 526,050 4,891,266 44,000
Rollovers/transfers from other plans 268,615 344,294 1,499,253 1,187,968
----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
available for benefits 396,025 889,099 2,025,303 6,079,234 44,000
Net assets available for benefits,
beginning of year 1,503,637 1,098,424 1,673,644 3,579,546 83,651
----------- ----------- ----------- ----------- -----------
Net assets available for benefits,
end of year $ 1,899,662 $ 1,987,523 $ 3,698,947 $ 9,658,780 $ 127,651
=========== =========== =========== =========== ===========
<CAPTION>
NONPARTICIPANT
DIRECTED
--------------
GENERAL
FUND LOANS TOTAL
<S> <C> <C> <C>
Additions attributed to:-
Interest and dividend income $ 2,320 $ 111,311
Net appreciation (depreciation) on
investments 4,919,428
Contributions:
Participants 1,388,299
Employer 339,709
Other 45,553
----------- ----------- -----------
Total additions 2,320 6,804,300
----------- ----------- -----------
Deductions attributed to:
Participant loans, net (370,482)
Withdrawals 414,024
Administrative and investment expenses 67,039
Interfund transfers, net 183,096
----------- ----------- -----------
Total deductions 183,096 (370,482) 481,063
----------- ----------- -----------
Net increase (decrease) in net assets
available for benefits before
rollovers/transfers from other plans (180,776) 370,482 6,323,237
Rollovers/transfers from other plans 339,510 3,639,640
----------- ----------- -----------
Net increase (decrease) in net assets
available for benefits (180,776) 709,992 9,962,877
Net assets available for benefits,
beginning of year 218,306 8,157,208
----------- ----------- -----------
Net assets available for benefits,
end of year $ 37,530 $ 709,992 $18,120,085
=========== =========== ===========
</TABLE>
- 13 -
<PAGE> 16
SCHEDULE I
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c) DESCRIPTION
------------------------------------------
NUMBER OF (e)
(b) SHARES/UNITS (d) CURRENT
(a) IDENTITY OF ISSUE ASSET TYPE OF INTEREST COST VALUE
<S> <C> <C> <C> <C> <C>
Noble Drilling Corporation Common stock 453,196 $ 4,163,671 $ 13,879,128
Morley Institutional
Investors' Fund Mutual fund 158,245 2,734,620 2,977,387
Vanguard Index 500 Fund Mutual fund 29,449 2,646,260 2,652,498
Brandywine Fund Mutual fund 41,120 1,496,028 1,270,200
PIMCO Total Return
Institutional Fund Mutual fund 135,112 1,448,948 1,432,192
Dodge & Cox Balanced Fund Mutual fund 13,488 946,750 900,755
* Participant loans Loans, interest rates
ranging from 7% - 10.25% 848,284 848,284
American AAdvantage
International Equity Fund -
Institutional Class Mutual fund 16,672 287,293 266,919
Noble Affiliates, Inc. Common stock 31 1,169 1,093
* Schwab Retirement Money
Fund Money market fund 1 364 364
------------- --------------
Total assets held for investment purposes $ 14,573,387 $ 24,228,820
============= ==============
</TABLE>
* Indicates party-in-interest transaction.
- 14 -
<PAGE> 17
\
SCHEDULE II
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
ITEM 27(b) - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
DECEMBER 31, 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(d) (e)
AMOUNT OF AMOUNT OF (f)
(c) PRINCIPAL INTEREST UNPAID
(b) ORIGINAL RECEIVED IN RECEIVED IN BALANCE
IDENTITY AND ADDRESS AMOUNT REPORTING REPORTING AT END
(a) OF OBLIGOR OF LOAN YEAR YEAR OF YEAR
<S> <C> <C> <C> <C> <C>
* James Boyette $ 4,000 $ 297 $ - $ 2,255
221 Boyette Rd.
Joneville, LA 71343
* Willard Chevallier 3,000 126 41 2,874
P.O. Box 1045
Joneville, LA 71343
* Billy Kinnison 10,000 - - 10,000
P.O. Box 897
Columbia, LA 71418
* David LaPrairie 2,000 315 9 400
718 Highway 1193
Marksville, LA 71351
* Roy Marceaux 2,700 74 36 2,552
Route 3, Box 299-B
Kaplan, LA 70548
* Gabriel Padilla 11,300 643 33 2,485
15950 Oak Mountain Dr.
Houston, TX 77095
* Michael Ponder 11,963 134 175 10,261
P.O. Box 1660
Hemphill, TX 75948
* James Wise 10,000 127 34 7,903
Route 2, Box 777
Marion, LA 71260
----------- ---------- ------- ----------
Total $ 54,963 $ 1,716 $ 328 $ 38,730
=========== ========== ======= ==========
<CAPTION>
(h) (i)
(b) (g) AMOUNT OF AMOUNT OF
IDENTITY AND ADDRESS DESCRIPTION PRINCIPAL INTEREST
(a) OF OBLIGOR OF LOAN OVERDUE OVERDUE
<S> <C> <C> <C> <C>
* James Boyette 10.12%, issued 1/24/96, $ 2,255 $ -
221 Boyette Rd. final payment due
Joneville, LA 71343 1/01/99
* Willard Chevallier 8.25%, issued 4/01/97, 2,874 -
P.O. Box 1045 final payment due
Joneville, LA 71343 3/01/00
* Billy Kinnison 8.25%, issued 4/07/97, 10,000 -
P.O. Box 897 final payment due
Columbia, LA 71418 6/01/02
* David LaPrairie 10%, issued 5/24/96, 400 -
718 Highway 1193 final payment due
Marksville, LA 71351 6/22/97
* Roy Marceaux 8.25%, issued 11/19/96, 2,552 -
Route 3, Box 299-B final payment due
Kaplan, LA 70548 12/01/01
* Gabriel Padilla 7%, issued 3/28/94, final 2,485 -
15950 Oak Mountain Dr. payment due 3/31/98
Houston, TX 77095
* Michael Ponder 9.5%, issued 1/13/95, 10,261 -
P.O. Box 1660 final payment due
Hemphill, TX 75948 12/21/99
* James Wise 10.05%, issued 6/26/96, 7,903 -
Route 2, Box 777 final payment due
Marion, LA 71260 6/08/99
--------- ---------
Total $ 38,730 $ -
========= =========
</TABLE>
* Indicates party-in-interest transaction.
- 15 -
<PAGE> 18
SCHEDULE III
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c) (d)
IDENTITY OF DESCRIPTION NUMBER OF NUMBER OF PURCHASE SELLING
PARTY INVOLVED OF ASSET PURCHASES SALES PRICE PRICE
<S> <C> <C> <C> <C> <C>
Exchange National Bank ENB Pooled MM Fund 213 180 $ 7,513,208 $ 8,851,019
U.S. Treasury Note 5.75%, 12/31/98 2 7 687,778 689,234
Schwab Brandywine Fund 37 17 1,585,911 76,849
Schwab Dodge & Cox Balanced
Fund 33 22 981,579 34,090
Schwab Morley Institutional
Investors' Fund 34 34 744,341 1,679,658
Noble Drilling Corporation Common stock 47 26 1,602,747 2,913,598
Schwab PIMCO Total Return
Institutional Fund 25 40 2,305,126 859,644
Schwab Vanguard Index
500 Fund 35 36 3,483,606 818,711
<CAPTION>
(h)
CURRENT VALUE (i)
(a) (g) OF ASSET ON NET
IDENTITY OF COST OF TRANSACTION GAIN
PARTY INVOLVED ASSET SOLD DATE (LOSS)
<S> <C> <C> <C>
Exchange National Bank $ 8,851,019 $ 8,851,019
U.S. Treasury Note 687,778 689,234 $ 1,456
Schwab 89,883 76,849 (13,034)
Schwab
34,829 34,090 (739)
Schwab
1,529,177 1,679,658 150,481
Noble Drilling Corporation 727,586 2,913,598 2,186,012
Schwab
856,178 859,644 3,466
Schwab
837,346 818,711 (18,635)
</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 401(k) Savings Plan. Columns (e) and (f) have
been omitted because they are not applicable.
- 16 -
<PAGE> 19
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Forms S-8 (No. 33-3289, No. 33-15269, No. 33-18966, No. 33-46724,
No. 33-50270, No. 33-50272, No. 33-62394, No. 33-57675, No. 333-25857 and No.
333-17407) of Noble Drilling Corporation of our report dated June 19, 1998
appearing on page 1 of Exhibit 99.1 to this Form 10-K/A (Amendment No. 1).
PRICE WATERHOUSE LLP
Houston, Texas
June 26, 1998
