<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2 TO FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
----------- -------------
COMMISSION FILE NUMBER: 0-13857
NOBLE DRILLING CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 73-0374541
- ------------------------ ---------------------------------------
(State of incorporation) (I.R.S. employer identification number)
10370 RICHMOND AVENUE, SUITE 400, HOUSTON, TEXAS 77042
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 974-3131
------------------------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, PAR VALUE $.10 PER SHARE NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
- -------------------------------------- ----------------------------------------
Title of each class Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of Common Stock held by nonaffiliates as of
March 3, 1999: $1,672,000,000
Number of shares of Common Stock outstanding as of March 3, 1999: 131,142,998
DOCUMENTS INCORPORATED BY REFERENCE
Listed below are documents parts of which are incorporated herein by
reference and the part of this report into which the document is incorporated:
(1) Proxy statement for the 1998 annual meeting of stockholders - Part III
<PAGE> 2
Item 14 of Noble Drilling Corporation's Annual Report on Form 10-K for
the year ended December 31, 1998 (the "1998 Form 10-K") is amended to reflect
the filing herewith as new Exhibit 99.1 of the financial statements required by
Form 11-K for the fiscal year ended December 31, 1998 with respect to the Noble
Drilling Corporation 401(k) Savings Plan, and such Item 14 is restated as set
forth on the following page.
The Index to Exhibits to the 1998 Form 10-K is restated in its entirety
following the signature page hereto in order to reflect the inclusion therein,
and the filing herewith, of Exhibit 99.1.
2
<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 21 and is
incorporated herein by reference.
(2) Financial Statement Schedules:
All schedules are omitted because either they are not
applicable or the required information is shown in
the financial statements or notes thereto.
(3) Exhibits:
The information required by this Item 14(a)(3) is set
forth in the Index to Exhibits accompanying this
Annual Report on Form 10-K and is incorporated herein
by reference.
(4) Financial Statements required by Form 11-K for the
fiscal year ended December 31, 1998 with respect to
the Noble Drilling Corporation 401(k) Savings Plan
are filed as Exhibit 99.1 hereto.
(b) No reports on form 8-K were filed by the Company during the
quarter ended December 31, 1998.
3
<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 28, 1999
By: /s/ ROBERT D. CAMPBELL
-----------------------------
Robert D. Campbell, President
4
<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 December 27, 1996 (date of event: December 13, 1996)
and incorporated herein by reference).
2.3 Agreement dated December 13, 1996 by and among the Registrant, Noble
Properties, Inc., Noble (Canada) Ltd., Noble Drilling (U.S.) Inc., and
Noble Drilling Land Limited and Nabors, Inc., Nabors Drilling USA,
Inc. and Nabors Drilling Limited (filed as Exhibit 2.2 to the
Registrant's Form 8-K dated December 27, 1996 (date of event: December
13, 1996) and herein by reference).
2.4 Asset Purchase Agreement dated as of February 19, 1997 between the
Registrant, Noble Drilling (U.S.) Inc., Noble Offshore Corporation,
Noble Drilling (Mexico) Inc. and NN-1 Limited Partnership, and Pride
Petroleum Services, Inc. (filed as Exhibit 2.10 in the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996 and
incorporated herein by reference.)
2.5 Agreement dated April 10, 1997 by and between Noble Drilling
Corporation, Noble Drilling (U.S.) Inc., Noble Offshore Corporation,
Noble Drilling (Mexico) Inc. and NN-1 Limited Partnership, and Pride
Petroleum Services, Inc. (filed as Exhibit 2.2 to the Registrant's
Form 8-K dated May 21, 1997 (date of event: May 7, 1997) and
incorporated herein by reference).
2.6 First Amendment to Asset Purchase Agreement dated as of May 7, 1997 by
and between Noble Drilling Corporation, Noble Drilling (U.S.) Inc.,
Noble Offshore Corporation, Noble Drilling (Mexico) Inc., NN-1 Limited
Partnership and Mexico Drilling Partners Inc., and Pride Petroleum
Services, Inc., Pride Offshore, Inc. and Forasol S.A. (filed as
Exhibit 2.3 to the Registrant's Form 8-K dated May 21, 1997 (date of
event: May 7, 1997) and incorporated herein by reference).
3.1 Restated Certificate of Incorporation of the Registrant dated August
29, 1985 (filed as Exhibit 3.7 to the Registrant's Registration
Statement on Form 10 (No. 0-13857) and incorporated herein by
reference).
3.2 Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant dated May 5, 1987 (filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-3 (No. 33-67130) and
incorporated herein by reference).
3.3 Certificate of Amendment of Certificate of Incorporation of the
Registrant dated July 31, 1991 (filed as Exhibit 3.16 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1991 and incorporated herein by reference).
3.4 Certificate of Amendment of Certificate of Incorporation of the
Registrant dated September 15, 1994 (filed as Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the three-month period
ended March 31, 1995 and incorporated herein by reference).
3.5 Certificate of Designations of Series A Junior Participating Preferred
Stock, par value $1.00 per share, of the Registrant dated as of June
29, 1995 (filed as Exhibit 3.2 to the Registrant's Quarterly Report on
Form 10-Q for the three-month period ended June 30, 1995 and
incorporated herein by reference).
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
3.6 Certificate of Amendment of Certificate of Designations of Series A
Junior Participating Preferred Stock of Registrant dated September 5,
1997 (filed as Exhibit 3.6 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997 and incorporated herein by
reference).
3.7+ Composite copy of the Bylaws of the Registrant as currently in
effect.
3.8+ Amendment of Article V of the Bylaws of the Registrant adopted
effective as of January 1, 1999.
4.1 Indenture dated as of March 1, 1999 between Noble Drilling Corporation
and Chase Bank of Texas, National Association, as trustee (filed as
Exhibit 4.1 to the Registrant's Form 8-K dated March 22, 1999 (date of
event: March 1, 1999) and incorporated herein by reference).
4.2 Supplemental Indenture dated as of March 16, 1999, between Noble
Drilling Corporation and Chase Bank of Texas, National Association, as
trustee (filed as Exhibit 4.2 to the Registrant's Form 8-K dated March
22, 1999 (date of event: March 1, 1999) and incorporated herein by
reference).
4.3 Credit Agreement, dated as of August 14, 1997, among Noble Drilling
Corporation, the lending institutions listed from time to time on
Annex I thereto, Credit Lyonnais New York Branch, as Documentation
Agent and Christiania Bank Og Kreditkasse ASA, New York Branch, as
Arranger and Administrative Agent (filed as Exhibit 4.4 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1997 and incorporated herein by reference).
4.4 Rights Agreement dated as of June 28, 1995 between the Registrant and
Liberty Bank and Trust Company of Oklahoma City, N.A. (filed as
Exhibit 4 to the Registrant's Form 8-K dated June 29, 1995 (date of
event: June 28, 1995) and incorporated herein by reference).
4.5 Amendment No. 1 to Rights Agreement, dated September 3, 1997, between
Noble Drilling Corporation and Liberty Bank and Trust Company of
Oklahoma City, N.A. (filed as Exhibit 4.2 to the Registrant's Form
8-A/A (Amendment No. 1) dated September 3, 1997 and incorporated
herein by reference).
4.6 Summary of Rights to Purchase Preferred Shares, as amended as of
September 3, 1997 to conform with Amendment No. 1 to Rights Agreement,
dated September 3, 1997 (filed as Exhibit 4.3 to the Registrant's Form
8-K dated September 3, 1997 (date of event: September 3, 1997) and
incorporated herein by reference).
4.7 Note Purchase Agreement dated as of September 24, 1998, by and among
Noble Drilling (Paul Romano) Inc. and each of the note purchasers
thereunder. Each note purchaser has entered into a separate Note
Purchase Agreement, which agreements are substantially identical in
all material respects, except for the principal amount of notes to be
purchased. A schedule identifying each of the note purchasers that
entered into a Note Purchase Agreement with Noble Drilling (Paul
Romano) Inc. and the principal amount of notes to be purchased by each
such note purchaser is included as Schedule A to the Note Purchase
Agreement (filed as Exhibit 4.1 to the Registrant's Form 10-Q for the
three-month period ended September 30, 1998 and incorporated herein by
reference).
4.8 Trust Indenture and Security Agreement dated as of November 24, 1998,
between Noble Drilling (Paul Romano) Inc. and Chase Bank of Texas,
National Association, as Trustee (filed as Exhibit 4.18 to the
Registrant's Form S-3 dated (No. 33-72059) and incorporated herein by
reference).
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
4.9 First Naval Mortgage covering the Noble Paul Romano dated as of
November 24, 1998, made by Noble Drilling (Paul Romano) Inc. in favor
of Chase Bank of Texas, National Association, as Indenture Trustee
(filed as Exhibit 4.19 to the Registrant's Form S-3 (No. 333-72059)
and incorporated herein by reference).
4.10 Note Purchase Agreement dated as of July 1, 1998, by and among Noble
Drilling (Paul Wolff) Ltd., Chase Bank of Texas, National Association,
as Trustee, and each of the note purchasers thereunder. Each note
purchaser has entered into a separate Note Purchase Agreement, which
agreements are substantially identical in all material respects,
except for the principal amount of notes purchased. A schedule
identifying each of the note purchasers that entered into a Note
Purchase Agreement with Noble Drilling (Paul Wolff) Ltd. and the
principal amount of notes purchased by each such note purchaser is
included in Annex I to the Note Purchase Agreement (filed as Exhibit
4.4 to the Registrant's Form 10-Q for the three-month period ended
September 30, 1998 and incorporated herein by reference).
4.11 Indenture of First Naval Mortgage, dated as of July 1, 1998, made by
Noble Drilling (Paul Wolff) Ltd. in favor of Chase Bank of Texas,
National Association, as Trustee (filed as Exhibit 4.5 to the
Registrant's Form 10-Q for the three-month period ended September 30,
1998 and incorporated herein).
4.12 Parent Guaranty, dated as of July 1, 1998, by Noble Drilling
Corporation in favor of Chase Bank of Texas, National Association, as
Trustee (filed as Exhibit 4.6 to the Registrant's Form 10-Q for the
three-month period ended September 30, 1998 and incorporated herein by
reference).
4.13 Second Amendment, dated September 10, 1998, to Credit Agreement, dated
as of August 14, 1997, among Noble Drilling Corporation, the lending
institutions listed from time to time on Annex I thereto, Credit
Lyonnais, New York Branch, as Documentation Agent, and Christiana Bank
Og Kreditkasse ASA, New York Branch, as Administrative Agent (filed as
Exhibit 4.7 to the Registrant's Form 10-Q for the three-month period
ended September 30, 1998 and incorporated herein by reference).
4.14 Note Purchase Agreement dated as of December 21, 1998, by and among
Noble Drilling (Jim Thompson) Inc., Chase Bank of Texas, National
Association, as Trustee, and each of the note purchasers hereunder.
Each note purchaser has entered into a separate Note Purchase
Agreement, which agreements are substantially identical in all
material respects, except for the principal amount of notes purchased.
A schedule identifying each of the note purchasers that entered into a
Note Purchase Agreement with Noble Drilling (Jim Thompson) Inc. and
the principal amount of notes purchased by each such note purchaser is
included as Annex I to the Note Purchase Agreement (filed as Exhibit
4.24 to the Registrant's Form S-3 (No. 333-72059) and incorporated
herein by reference).
4.15 Indenture of First Naval Mortgage, dated as of December 21, 1998, made
by Noble Drilling (Jim Thompson) Inc. in favor of Chase Bank of Texas,
National Association, as Trustee (filed as Exhibit 4.25 to the
Registrant's Form S-3 dated (No. 333-72059) and incorporated herein by
reference).
4.16 Parent Guaranty, dated as of December 21, 1998, by Noble Drilling
Corporation in favor of Chase Bank of Texas, National Association, as
Trustee, filed as Exhibit 4.26 to the Registrant's Form S-3 dated (No.
333-72059) and incorporated herein by reference).
4.17+ Third Amendment, dated February 25, 1999, to Credit Agreement, dated
as of August 14, 1997, among Noble Drilling Corporation, the lending
institutions listed from time to time on Annex I thereto, Credit
Lyonnais, New York Branch, as Documentation Agent, and Christiana Bank
Og Kreditkasse ASA, New York Branch, as Administrative Agent.
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
10.1 Assets Purchase Agreement dated as of August 20, 1993 (the "Portal
Assets Purchase Agreement"), between the Registrant and Portal Rig
Corporation (filed as Exhibit 2.3 to the Registrant's Registration
Statement on Form S-3 (No. 33-67130) and incorporated herein by
reference).
10.2 Agreement dated as of October 25, 1993, among the Registrant, Noble
(Gulf of Mexico) Inc. and Portal Rig Corporation, amending the Portal
Assets Purchase Agreement (filed as Exhibit 2.5 to the Registrant's
Quarterly Report on Form 10-Q for the three-month period ended
September 30, 1993 and incorporated herein by reference).
10.3 Amended and Restated Letter of Credit Agreement, dated as of October
25, 1993, among Portal Rig Corporation, Noble (Gulf of Mexico) Inc.,
NationsBank of Texas, N.A., as agent and as one of the "Banks"
thereunder, and Marine Midland Bank, N.A., Bank of America National
Trust and Savings Association, and Norwest Bank Minnesota, National
Association (collectively, the "Banks") (filed as Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the three-month period
ended September 30, 1993 and incorporated herein by reference).
10.4 Assignment, Assumption and Amended and Restated Preferred Ship
Mortgage, dated October 25, 1993, by Noble (Gulf of Mexico) Inc. to
the Banks (filed as Exhibit 10.2 to the Registrant's Quarterly Report
on Form 10-Q for the three-month period ended September 30, 1993 and
incorporated herein by reference).
10.5 Security Agreement and Assignment, dated October 25, 1993, by Noble
(Gulf of Mexico) Inc. to the Banks (filed as Exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q for the three-month period
ended September 30, 1993 and incorporated herein by reference).
10.6 Noble Support Agreement, dated October 25, 1993, among the Registrant
and the Banks (filed as Exhibit 10.4 to the Registrant's Quarterly
Report on Form 10-Q for the three-month period ended September 30,
1993 and incorporated herein by reference).
10.7* Noble Drilling Corporation 1991 Stock Option and Restricted Stock
Plan, as amended effective as of February 4, 1999 (filed as
Exhibit 4.1 to the Registrant's Registration Statement on Form S-8
(No. 333-80511) and incorporated herein by reference).
10.8* Noble Drilling Corporation 1992 Nonqualified Stock Option Plan for
Non-Employee Directors (filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (No. 33-62394) and incorporated
herein by reference).
10.9* Amendment No. 1 to the Noble Drilling Corporation 1992 Nonqualified
Stock Option Plan for Non-Employee Directors dated as of July 28, 1994
(filed as Exhibit 10.44 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994 and incorporated herein by
reference).
10.10* Noble Drilling Corporation Equity Compensation Plan for Non-Employee
Directors (filed as Exhibit 10.1 to the Registrant's Quarterly Report
on Form 10-Q for the three-month period ended September 30, 1996 and
incorporated herein by reference).
10.11* Noble Drilling Corporation Short-Term Incentive Plan (revised April
1998) (filed as Exhibit 10 to the Registrants's Quarterly Report on
Form 10-Q for the three-month period ended June 30, 1998 and
incorporated herein by reference).
10.12* Noble Drilling Corporation Amended and Restated Thrift Restoration
Plan (filed as Exhibit 10.46 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated herein by
reference).
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
10.13* Amendment No. 1 to the Noble Drilling Corporation Amended and Restated
Thrift Restoration Plan dated January 29, 1998 (filed as Exhibit 10.18
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by reference).
10.14* Noble Drilling Corporation Retirement Restoration Plan dated April 27,
1995 (filed as Exhibit 10.2 to the Registrant's Quarterly Report on
Form 10-Q for the three-month period ended March 31, 1995 and
incorporated herein by reference).
10.15* Amendment No. 1 to the Noble Drilling Corporation Retirement
Restoration Plan dated January 29, 1998 (filed as Exhibit 10.18 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1997 and incorporated herein by reference).
10.16* Form of Indemnity Agreement entered into between the Registrant and
each of the Registrant's directors and bylaw officers (filed as
Exhibit 10.46 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 and incorporated herein by reference).
10.17 Guarantee dated August 26, 1994 between the Registrant and Hibernia
Management and Development Company Ltd. (filed as Exhibit 10.45 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1994 and incorporated herein by reference).
10.18 Registration Rights Agreement dated as of July 1, 1996 between the
Registrant and Royal Nedlloyd N.V. (filed as Exhibit 10.25 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1996 and incorporated herein by reference).
10.19* Employment Agreement, dated as of October 22, 1998, by and between
Noble Drilling Corporation and James C. Day (filed as Exhibit 10.1 to
the Registrant's Quarterly Report on Form 10-Q for the three-month
period ended September 30, 1998 and incorporated herein by reference).
10.20* Employment Agreement, dated as of October 22, 1998, by and between the
Company and Byron L. Welliver (filed as Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the three-month
period ended September 30, 1998 and incorporated herein by reference).
10.21* Employment Agreement dated as of October 22, 1998, by and between the
Company and Julie J. Robertson (filed as Exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q for the three-month period
ended September 30, 1998 and incorporated herein by reference).
10.22*+ Employment Agreement dated as of January 1, 1999 by and between
Noble Drilling Corporation and Robert D. Campbell.
10.23*+ Amendments to the Noble Drilling Corporation 1991 Stock Option and
Restricted Stock Plan, dated July 24, 1997.
10.24 Noble Drilling Corporation Short-Term Incentive Plan (revised April
1999) (filed as Exhibit 10 to the Registrant's Quarterly Report on
Form 10-Q for the three month period ended March 31, 1999 and
incorporated herein by reference).
12.1+ Statement re Computation of Ratio of Earnings to Fixed Charges.
21.1+ Subsidiaries of the Registrant.
23.1+ Consent of PricewaterhouseCoopers LLP.
27.1+ Financial Data Schedule.
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
99.1** Financial Statements required by Form 11-K for the fiscal year ended
December 31, 1998 with respect to the Noble Drilling Corporation
401(k) Savings Plan (including consent of PricewaterhouseCoopers LLP
regarding the incorporation by reference thereof).
</TABLE>
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit hereto.
** Filed herewith.
+ This exhibit was previously filed as part of, and is hereby incorporated by
reference to the same numbered exhibit filed with, the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998.
10
<PAGE> 1
EXHIBIT 99.1
NOBLE DRILLING CORPORATION
401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
DECEMBER 31, 1998 AND 1997
<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, 1998 and 1997 2
Statements of changes in net assets available for benefits for the years ended
December 31, 1998 and 1997 3
Notes to financial statements 4 - 13
Additional Information*:
Form 5500 - Item 27(a) - Schedule of assets held for investment purposes
at December 31, 1998 (Schedule I) 14
Form 5500 - Item 27(d) - Schedule of reportable transactions for the year
ended December 31, 1998 (Schedule II) 15
</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 Participants and the Employee
Benefits Committee of the
Noble Drilling Corporation 401(k) Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Noble Drilling Corporation 401(k) Savings Plan (the Plan) at December 31,
1998 and 1997, and the changes in net assets available for benefits for the
years then ended, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets held
for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PricewaterhouseCoopers LLP
Houston, Texas
June 10, 1999
<PAGE> 4
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Assets:
Investments, at fair value:
Noble Drilling Corporation common stock $ 6,817,292* $13,879,128*
Collective investment fund 2,895,709* 2,977,387*
Mutual funds 9,961,222* 6,522,564*
Short-term investments 364
Noble Affiliates, Inc. common stock 1,093
Contributions receivable:
Participants 284,708 170,758
Noble Drilling Corporation 150,635 94,345
Dividends and interest receivable 9,333 44,144
Participant loans 869,346 848,284
Loan interest receivable 5,904 3,982
----------- -----------
20,994,149 24,542,049
Liabilities:
Bank overdraft 79,349
Trust fees payable 6,426 17,141
----------- -----------
Net assets available for benefits $20,987,723 $24,445,559
=========== ===========
</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.
-2
<PAGE> 5
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Additions attributed to:
Interest and dividend income $ 468,369 $ 415,807
Net (depreciation) appreciation on investments (7,279,106) 6,049,312
Contributions:
Participants 3,202,339 1,734,166
Employer 1,664,250 1,122,343
------------ ------------
Total (deductions) additions (1,944,148) 9,321,628
------------ ------------
Deductions attributed to:
Withdrawals (2,121,721) (3,431,565)
Administrative and investment expenses (121,184) (109,551)
------------ ------------
Total deductions (2,242,905) (3,541,116)
------------ ------------
Net (decrease) increase in net assets available for
benefits before rollovers from other plans (4,187,053) 5,780,512
Rollovers from other plans 729,217 544,962
------------ ------------
Net (decrease) increase in net assets available for benefits (3,457,836) 6,325,474
Net assets available for benefits, beginning of year 24,445,559 18,120,085
------------ ------------
Net assets available for benefits, end of year $ 20,987,723 $ 24,445,559
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 6
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following brief description of the provisions of the Noble Drilling
Corporation 401(k) Savings Plan (the Plan) is provided for general
information purposes only. Participants should refer to the plan
document for a more complete description of the Plan's provisions.
GENERAL
Noble Drilling Corporation (the Company) established the Noble Drilling
Corporation Thrift Plan (the Thrift Plan) effective January 1, 1986.
Prior to October 1, 1985, the Company was a wholly-owned subsidiary of
Noble Affiliates, Inc. (NAI). Effective as of that date, the Company
was recapitalized and its common stock was distributed to the
shareholders of NAI in a tax-free spin-off. The Company's employees had
participated in the Noble Affiliates, Inc. Thrift and Profit Sharing
Plan (the NAI Plan) prior to October 1, 1985, and continued to
participate in the NAI Plan through December 31, 1985. Participants in
the NAI Plan carried over certain service, eligibility and vesting
benefits upon entering the Plan.
Effective October 1, 1997, the Thrift Plan was amended and restated to
incorporate prior amendments and increase the maximum participant
contribution percentage from 10% to 12%. In addition, the Thrift Plan
was renamed the Noble Drilling Corporation 401(k) Savings Plan.
The Plan is a defined contribution plan. All domestic and expatriate
employees are eligible to enroll in the Plan. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
(ERISA), as amended, and is administered by the Employee Benefits
Committee of the Company, whose members are appointed by the Company's
Board of Directors.
Through October 1, 1997, the Plan Trustee was Exchange National Bank
and Trust Company of Ardmore, Oklahoma (Exchange). Effective October 1,
1997, the Charles Schwab Trust Company, Inc. was appointed the Plan
Trustee and Milliman & Robertson, Inc. became the Plan's recordkeeper.
Under the terms of the Plan, the Trustee, on behalf of the Plan,
acquires, holds and disposes of securities, including the common stock
of the Company owned by the Plan.
SIGNIFICANT ROLLOVERS FROM OTHER PLANS
Effective May 1, 1996 and in connection with the acquisition of Chiles
Offshore Corporation, the net assets available for plan benefits of the
Chiles Offshore Corporation 401(k) Plan (Chiles) were merged into the
Plan.
Effective January 1, 1998 the net assets available for plan benefits of
the Triton Profit Sharing Plan were merged into the Plan. Triton
Engineering Services Company is a wholly-owned subsidiary of the
Company.
-4-
<PAGE> 7
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
CONTRIBUTIONS
Effective October 1, 1997, participants may contribute on a pre-tax
basis up to 12% (up to a limit of $10,000 for both 1998 and 1997) of
their base compensation to the Plan.
Prior to October 1, 1997, the maximum allowable participant
contribution was 10%. The Plan provides for the following amounts of
employer matching contributions based on the participant's years of
vesting service:
<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 form of
cash or the Company's common stock. Pass-through voting rights for
shares of common stock of the Company are credited to a participant's
account, whether or not vested.
TERMINATION
The Company reserves the right to amend or terminate the Plan, subject
to the provisions of ERISA. Upon notice of termination or permanent
suspension of contributions, the accounts of all participants affected
thereby will become fully vested and in the event of termination, will
be distributed in accordance with the provisions of the Plan.
LOANS
A participant has the ability to borrow funds from the employee's
vested pre-tax and rollover amounts. A loan is secured by the
participant's account balance and bears interest at a fixed rate of
prime rate plus one percent. Interest rates on loans outstanding range
from 7% to 10.5%. Participants may borrow a maximum amount equal to the
lesser of (i) 50 percent of each participant's vested account balance
under the Plan or (ii) $50,000, reduced by the excess, if any, of the
highest outstanding loan balance outstanding in the previous year over
the loan balance currently outstanding. The loans are repayable within
five years unless used to acquire a principal residence. Repayment of
the principal and interest of a loan is invested according to the
participant's current investment directions for future pre-tax
contributions to the Plan. Upon leaving the Company, the Plan
participant has 90 days to repay the outstanding loan balance, with a
lump sum payment. In the event the loan is not paid within that time
period the loan balance will be defaulted and become taxable to the
participant.
During 1998 and 1997, $378,418 and $619,484, respectively, of new loans
were made to participants.
WITHDRAWALS
Withdrawals are permitted in the event of termination of employment,
retirement, permanent disability, death or financial hardship, as
defined in the Plan. In-service withdrawals may be made from a
participant's after-tax contribution or rollover account.
-5-
<PAGE> 8
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
Additionally, vested participants may make in-service withdrawals from
the Company's matching account.
PARTICIPANT ACCOUNTS
Separate accounts are maintained for each participant. Participant
accounts are credited with pre-tax contributions, rollover
contributions, the Company's matching contributions and an allocation
of investment earnings and losses. Furthermore, participant accounts
are adjusted for withdrawals and transfers among investment options, if
any.
Participants have an option as to the manner in which their
contributions may be invested. Separate funds are maintained and
participants may direct their investments in one percent increments. A
brief description of the Plan's investment options follows. For a
detailed description of investment options and risk profiles, refer to
the respective fund prospectus.
<TABLE>
<CAPTION>
FUND INVESTMENTS
<S> <C>
Morley Institutional Guaranteed investment contracts, bank
Investors' Fund (Morley) investment contracts and money-market
instruments.
PIMCO Total Return United States government securities,
Institutional Fund (PIMCO) corporate bonds, mortgage related
securities and money-market instruments.
Dodge & Cox Balanced Common stocks and convertible
Fund (Dodge & Cox) securities.
Vanguard Index 500 Common stocks of small, growing
Fund (Vanguard) companies as well as large, established
companies.
Brandywine Fund Common stocks of small to medium-sized
(Brandywine) companies that are expected to
demonstrate growth in earnings and
revenue.
American AAdvantage Common stocks and debt securities of
International Equity Fund - companies and governments outside the
Institutional Class United States.
(American AAdvantage)
Fund ND Noble Drilling Corporation common stock
</TABLE>
Prior to October 1, 1997, investment options available to the
participants included the following investment funds and Fund ND:
<TABLE>
<CAPTION>
FUND INVESTMENTS
<S> <C>
Fund A United States government securities,
highly rated corporate bonds and
preferred stocks, commercial paper
and cash deposits.
</TABLE>
-6-
<PAGE> 9
<TABLE>
<CAPTION>
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
FUND INVESTMENTS
<S> <C>
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.
</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 Fund ND and the
Morley Institutional Investors' Fund. Unallocated forfeitures are
segregated from all other participants' records. Unallocated
forfeitures of $24,180 and $150,798 at December 31, 1998 and 1997,
respectively, may be used to reduce future Company matching
contributions.
See Note 5 for financial information by fund.
VESTING
A participant's contributions are 100 percent vested at all times.
Participants become fully vested in the Company's matching
contributions upon five years of credited service. Also, a participant
becomes fully vested in the Company's matching contributions,
regardless of years of service, if employment is terminated due to
normal retirement, total disability or death.
Chiles participants become vested in the Company's contributions and
the related earnings of such contributions after attainment of the
years of service specified below:
<TABLE>
<CAPTION>
VESTED AND NONFORFEITABLE
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 calendar year during which the participant completes
at least 1,000 hours of service.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting in conformity with generally accepted accounting principles.
-7-
<PAGE> 10
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
INVESTMENTS
Investments traded on national securities exchanges are valued at
closing prices on the last business day of the year; investments traded
on the over-the-counter market are valued at an average of the last
reported bid and ask prices. The investment in the bank commingled fund
(short-term investments) is highly liquid; therefore, the fair value
approximates cost. The cost of investments sold is determined on the
basis of average cost. Shares in the Collective investment fund are
valued at the fair value of the fund's underlying net assets as
determined by the quoted closing price for those securities for which
market quotations are available or with respect to other assets, fair
value as determined in good faith by the fund manager. Investments in
Mutual Funds are valued on the basis of net asset value as reported by
the respective Mutual Fund companies.
Purchases and sales of securities are reflected on a trade-date basis.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis.
Prior to October 1, 1997, the Plan invested in guaranteed investment
contracts through a pooled account. This account was credited with
earnings on the underlying investments and charged for Plan withdrawals
and administrative expenses. These contracts are included in the
financial statements at contract value, which approximates fair value,
as reported to the Plan by the administrator of the pooled account.
Contract value represents contributions made under the contract, plus
earnings, less Plan withdrawals and administrative expenses.
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation (depreciation) in the fair value of
its investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
EXPENSES
Plan administration expenses are paid by the Plan, unless paid by the
Company, at the Company's sole discretion. For the years ended December
31, 1998 and 1997, administrative expenses of $121,184 and $109,551,
respectively, were paid by the Plan.
EXCESS CONTRIBUTIONS REFUNDABLE TO EMPLOYEES
Excess contributions refundable to highly compensated employees
represent the refunds necessary to meet certain nondiscrimination
provisions of the Internal Revenue Code (the Code). There were no
excess contributions refundable to employees for the years ended
December 31, 1998 and 1997.
USE OF ESTIMATES
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles requires the Plan
administrator to make estimates and assumptions that affect the
reported amounts of net assets available for benefits at the date of
the financial statements and the changes in net assets available for
benefits during the reporting period and, when applicable, disclosure
of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.
-8-
<PAGE> 11
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
CONCENTRATIONS OF CREDIT RISK
Certain financial instruments potentially subject the Plan to
concentrations of credit risk. These financial instruments consist of
various mutual funds and collective funds. The Plan does not obtain or
require collateral for these funds. Changes in the economic environment
have a direct impact on the market value of the funds. It is reasonably
possible that changes in the economic environment will occur in the
near term and that such changes will have a material effect on the
market value of the funds included in the Plan.
3. TAX STATUS
The Company has received a favorable determination letter from the
Internal Revenue Service dated October 27, 1995. A favorable
determination letter allows the Company to take a business expense
deduction for contributions paid within a specified period and for
participants' benefits not to be taxed until received by them. In
addition, since the trust fund of the Plan is treated as an exempt
organization, its income is not subject to federal or state income
taxes.
The Plan has been amended since applying for the determination letter.
However, the Plan administrator and the Plan's tax counsel believe that
the Plan is designed and is currently being operated in compliance with
the applicable requirements of the Code.
4. RELATED PARTIES
The Trustee is authorized to invest in securities under its control.
Transactions resulting in Plan assets being transferred to, or used by,
a related party are prohibited under ERISA unless a specific exemption
exists. Exchange is a "party-in-interest" as defined by ERISA as a
result of investing Plan assets in one of its funds. However, such
transactions are exempt under Section 490(b)(8) and are not prohibited
by ERISA.
-9-
<PAGE> 12
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
5. FINANCIAL INFORMATION BY FUND (PAGE 1 OF 4)
NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
DECEMBER 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------
DODGE &
MORLEY PIMCO COX VANGUARD BRANDYWINE
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Short-term investments
Noble Drilling Corporation
common stock*
Collective investment fund* $ 2,895,709
Mutual funds* $ 1,685,875 $ 1,465,315 $ 4,604,525 $ 1,587,045
Contributions receivable:
Participants 25,757 20,190 39,437 64,852 54,877
Noble Drilling Corporation
Dividends and interest receivable 9,333
Participant loans
Loan interest receivable 559 379 924 1,462 1,016
Loan payment receivable 2,755 1,441 3,477 6,299 4,692
------------ ------------ ------------ ------------ ------------
2,924,780 1,717,218 1,509,153 4,677,138 1,647,630
Liabilities:
Trust fees payable 945 550 478 1,504 518
------------ ------------ ------------ ------------ ------------
Net assets available for benefits $ 2,923,835 $ 1,716,668 $ 1,508,675 $ 4,675,634 $ 1,647,112
============ ============ ============ ============ ============
<CAPTION>
PARTICIPANT DIRECTED
---------------------------
AMERICAN
AADVANTAGE FUND ND LOANS TOTAL
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Short-term investments
Noble Drilling Corporation
common stock* $ 6,817,292 $ 6,817,292
Collective investment fund* 2,895,709
Mutual funds* $ 618,462 9,961,222
Contributions receivable:
Participants 15,772 63,823 284,708
Noble Drilling Corporation 150,635 150,635
Dividends and interest receivable 9,333
Participant loans $ 869,346 869,346
Loan interest receivable 204 1,360 5,904
Loan payment receivable 994 5,307 (24,965)
------------ ------------ ------------ ------------
635,432 7,038,417 844,381 20,994,149
Liabilities:
Trust fees payable 204 2,227 6,426
------------ ------------ ------------ ------------
Net assets available for benefits $ 635,228 $ 7,036,190 $ 844,381 $ 20,987,723
============ ============ ============ ============
</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, 1998 AND 1997
- --------------------------------------------------------------------------------
5. FINANCIAL INFORMATION BY FUND (PAGE 2 OF 4)
NET ASSETS AVAILABLE FOR BENEFITS -- BY FUND
DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-------------------------------------------------------------------------------------------
DODGE & AMERICAN
MORLEY PIMCO COX VANGUARD BRANDYWINE AADVANTAGE FUND ND
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Short-term investments $ 364
Noble Drilling Corporation
common stock* $13,879,128
Noble Affiliates, Inc.
common stock
Collective investment fund* 2,977,387
Mutual funds* $ 1,432,192 $ 900,755 $ 2,652,498 $ 1,270,200 $ 266,919
Contributions receivable:
Participants 15,755 12,841 21,566 41,818 37,071 9,786 31,921
Noble Drilling Corporation 94,345
Dividends and interest receivable 44,144
Participant loans
Loan interest receivable 426 268 912 775 696 160 745
Low payment receivable 1,904 1,018 3,413 3,101 2,603 685 2,574
----------- ----------- ----------- ----------- ----------- ----------- -----------
2,995,836 1,490,463 926,646 2,698,192 1,310,570 277,550 14,008,713
Liabilities:
Bank overdraft 1,218 8,283 42,874 18,385 7,545
Trust fees payable 2,475 1,164 693 2,002 978 217 9,612
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 2,993,361 $ 1,488,081 $ 917,670 $ 2,653,316 $ 1,291,207 $ 277,333 $13,991,556
=========== =========== =========== =========== =========== =========== ===========
<CAPTION>
NON-
PARTICIPANT
DIRECTED
-----------
FUND N LOANS TOTAL
----------- ----------- -----------
<S> <C> <C> <C>
Assets:
Investments, at fair value:
Short-term investments $ 364
Noble Drilling Corporation
common stock* 13,879,128
Noble Affiliates, Inc.
common stock $ 1,093 1,093
Collective investment fund* 2,977,387
Mutual funds* 6,522,564
Contributions receivable:
Participants 170,758
Noble Drilling Corporation 94,345
Dividends and interest receivable 44,144
Participant loans $ 848,284 848,284
Loan interest receivable 3,982
Low payment receivable (15,298)
----------- ----------- -----------
1,093 832,986 24,542,049
Liabilities:
Bank overdraft 1,044 79,349
Trust fees payable 17,141
----------- ----------- -----------
Net assets available for benefits $ 49 $ 832,986 $24,445,559
=========== =========== ===========
</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, 1998 AND 1997
5. FINANCIAL INFORMATION BY FUND (PAGE 3 OF 4)
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------------
DODGE &
MORLEY PIMCO COX VANGUARD BRANDYWINE
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Additions attributed to:
Interest and dividend income $ 6,985 $ 169,583 $ 131,957 $ 82,444 $ 30,349
Net (depreciation) appreciation
on investments 164,915 (11,702) (44,355) 782,409 (36,833)
Contributions:
Participants 321,341 243,057 468,196 757,460 673,735
Employer 1,253
------------ ------------ ------------ ------------ ------------
Total (deductions) additions 494,494 400,938 555,798 1,622,313 667,251
------------ ------------ ------------ ------------ ------------
Deductions from net assets attributed to:
Participant loans, net 9,245 (1,071) 65,612 2,080 14,074
Withdrawals (584,440) (148,493) (80,410) (237,555) (109,963)
Administrative and investment
expenses (21,391) (9,305) (7,036) (20,925) (7,617)
Interfund transfers net (78,027) (104,911) (43,969) 517,214 (258,278)
------------ ------------ ------------ ------------ ------------
Total deductions (674,613) (263,780) (65,803) 260,814 (361,784)
------------ ------------ ------------ ------------ ------------
Net (decrease) increase in net
assets available for benefits
before rollovers from other plans (180,119) 137,158 489,995 1,883,127 305,467
Rollover from other plans 110,593 91,429 101,010 139,191 50,438
------------ ------------ ------------ ------------ ------------
Net (decrease) increase in net
assets available for benefits (69,526) 228,587 591,005 2,022,318 355,905
Net assets available for benefits
beginning of year 2,993,361 1,488,081 917,670 2,653,316 1,291,207
------------ ------------ ------------ ------------ ------------
Net assets available for benefits,
end of year $ 2,923,835 $ 1,716,668 $ 1,508,675 $ 4,675,634 $ 1,647,112
============ ============ ============ ============ ============
<CAPTION>
NON-
PARTICIPANT DIRECTED PARTICIPANT
---------------------------- DIRECTED
AMERICAN -----------
AADVANTAGE FUND ND FUND N LOANS TOTAL
------------ ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Additions attributed to:
Interest and dividend income $ 30,727 $ 16,324 $ 468,369
Net (depreciation) appreciation
on investments 7,704 (8,141,244) (7,279,106)
Contributions:
Participants 173,557 564,993 3,202,339
Employer 1,662,997 1,664,250
------------ ------------ ------------
Total (deductions) additions 211,988 (5,896,930) (1,944,148)
------------ ------------ ------------
Deductions from net assets attributed to:
Participant loans, net 7,858 (120,353) $ 22,555
Withdrawals (15,081) (866,495) (79,284) (2,121,721)
Administrative and investment
expenses (2,709) (52,201) (121,184)
Interfund transfers, net 109,278 (141,258) $ (49)
------------ ------------ ---------- ------------ ------------
Total deductions 99,346 (1,180,307) (49) (56,729) (2,242,905)
------------ ------------ ---------- ------------ ------------
Net (decrease) increase in net
assets available for benefits
before rollovers from other plans 311,334 (7,077,237) (49) (56,729) (4,187,053)
Rollover from other plans 46,561 121,871 68,124 729,217
------------ ------------ ---------- ------------ ------------
Net (decrease) increase in net
assets available for benefits 357,895 (6,955,366) (49) 11,395 (3,457,836)
Net assets available for benefits,
beginning of year 277,333 13,991,556 49 832,986 24,445,559
------------ ------------ ---------- ------------ ------------
Net assets available for benefits,
end of year $ 635,228 $ 7,036,190 $ -- $ 844,381 $ 20,987,723
============ ============ ========== ============ ============
</TABLE>
-12-
<PAGE> 15
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
5. FINANCIAL INFORMATION BY FUND (PAGE 4 OF 4)
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------------------
FUND A FUND B FUND I MORLEY PIMCO
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Additions attributed to:
Interest and dividend income $ 110,161 $ 12,317 $ 15,168 $ 2,175 $ 56,762
Net appreciation (deprecia-
tion) on investments 13,022 524,935 (194,252) 393,248 (13,290)
Contributions
Participants 199,840 274,141 370,650 81,074 63,154
Employer
------------ ------------ ------------ ------------ ------------
Total additions 323,023 811,393 191,566 476,497 106,626
------------ ------------ ------------ ------------ ------------
Deductions from net assets attributed to:
Transfer of assets
between Trustees (2,057,601) (2,822,647) (3,520,423) 3,520,413 2,057,601
Participant loans, net (8,297) (10,024) (100,894) (2,113) 8,381
Withdrawals (54,696) (43,347) (287,128) (611,627) (221,965)
Administrative and investment
expenses (12,519) (12,976) (10,102) (7,262) (3,136)
Interfund transfers, net (89,572) 90,078 28,034 (382,547) (459,426)
------------ ------------ ------------ ------------ ------------
Total deductions (2,222,685) (2,798,916) (3,890,513) 2,516,864 1,381,455
------------ ------------ ------------ ------------ ------------
Net increase (decrease) in net
assets available for benefits
before rollovers from other plans (1,899,662) (1,987,523) (3,698,947) 2,993,361 1,488,081
Rollover from other plans
------------ ------------ ------------ ------------ ------------
Net increase (decrease) in net
assets available for benefits (1,899,662) (1,987,523) (3,698,947) 2,993,361 1,488,081
Net assets available for benefits,
beginning of year 1,899,662 1,987,523 3,698,947
------------ ------------ ------------ ------------ ------------
Net assets available for benefits,
end of year $ -- $ -- $ -- $ 2,993,361 $ 1,488,081
============ ============ ============ ============ ============
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------
DODGE & AMERICAN
COX VANGUARD BRANDYWINE AADVANTAGE FUND ND
------------ ------------ ------------ ---------- ------------
<S> <C> <C> <C> <C> <C>
Additions attributed to:
Interest and dividend income $ 49,984 $ 30,186 $ 97,670 $ 13,349 $ 19,188
Net appreciation (deprecia-
tion) on investments (46,734) (12,397) (238,862) (20,469) 5,657,584
Contributions
Participants 61,666 155,560 103,124 27,193 396,902
Employer 1,122,343
------------ ------------ ------------ --------- ------------
Total additions 64,916 173,349 (38,068) 20,073 7,196,017
------------ ------------ ------------ --------- ------------
Deductions from net assets attributed to:
Transfer of assets
between Trustees 2,822,647 163,614
Participant loans, net 15,526 7,402 460 1,403 (215,079)
Withdrawals (2,590) (227,285) (199) (205) (1,768,606)
Administrative and investment
expenses (1,690) (5,366) (2,567) (514) (52,843)
Interfund transfers, net 765,444 (293,810) 1,193,784 256,576 (1,065,847)
------------ ------------ ------------ --------- ------------
Total deductions 776,690 2,303,588 1,191,478 257,260 (2,938,761)
------------ ------------ ------------ --------- ------------
Net increase (decrease) in net
assets available for benefits
before rollovers from other plans 841,606 2,476,937 1,153,410 277,333 4,257,256
Rollover from other plans 76,064 176,379 137,797 75,520
------------ ------------ ------------ --------- ------------
Net increase (decrease) in net
assets available for benefits 917,670 2,653,316 1,291,207 277,333 4,332,776
Net assets available for benefits,
beginning of year 9,658,780
------------ ------------ ------------ --------- ------------
Net assets available for benefits,
end of year $ 917,670 $ 2,653,316 $ 1,291,207 $ 277,333 $ 13,991,556
============ ============ ============ ========= ============
<CAPTION>
NON-
PARTICIPANT
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 from net assets attributed to:
Transfer of assets
between Trustees (163,604)
Participant loans, net 412 $ 302,823
Withdrawals (213,917) (3,431,565)
Administrative and investment
expenses (576) (109,551)
Interfund transfers, net (115,228) 72,514
------------ ------------ ------------ ------------
Total deductions (115,392) (91,090) 88,906 (3,541,116)
------------ ------------ ------------ ------------
Net increase (decrease) in net
assets available for benefits
before rollovers from other plans (127,602) (82,644) 88,906 5,780,512
Rollover from other plans 45,114 34,088 544,962
------------ ------------ ------------ ------------
Net increase (decrease) in net
assets available for benefits (127,602 (37,530) 122,994 6,325,474
Net assets available for benefits,
beginning of year 127,651 37,530 709,992 18,120,085
------------ ------------ ------------ ------------
Net assets available for benefits,
end of year $ 49 $ -- $ 832,986 $ 24,445,559
============ ============ ============ ============
</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, 1998
- --------------------------------------------------------------------------------
<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 526,940 $ 6,897,199 $ 6,817,292
Morley Institutional
Investors' Fund Collective Investment Fund 145,221 2,668,509 2,895,709
Vanguard Index 500 Fund Mutual fund 40,408 3,878,964 4,604,525
Brandywine Fund Mutual fund 62,412 1,712,511 1,587,045
PIMCO Total Return
Institutional Fund Mutual fund 159,950 1,713,083 1,685,875
Dodge & Cox Balanced Fund Mutual fund 22,467 1,542,669 1,465,315
* Participant loans Loans, Interest rates
ranging from 7% - 10.50% 869,346 869,346
American AAdvantage
International Equity Fund -
Institutional Class Mutual fund 36,273 629,901 618,462
------------ ---------------
Total assets held for investment purposes $ 19,042,836 $ 20,543,569
============ ===============
</TABLE>
* Indicates party-in-interest transaction, for which a statutory exemption
exists.
-14-
<PAGE> 17
SCHEDULE II
NOBLE DRILLING CORPORATION 401(k) SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(h)
Current value (i)
(a) (b) (c) (d) (g) of asset on Net
Identity of Description Number of Number of Purchase Selling Cost of transaction gain
party involved of asset purchases sales price price asset sold date (loss)
---------------- ------------- --------- --------- -------- -------- ---------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Schwab Brandywine Fund 35,455 22,875 $1,059,247 $ 617,201 $ 800,675 $ 617,201 $ (183,474)
Schwab Dodge & Cox Balanced
Fund 14,709 5,679 993,890 381,212 394,783 381,212 (13,571)
Schwab Morley Institutional
Investors' Fund 106,003 118,612 2,057,295 2,305,464 2,123,409 2,305,464 182,055
Noble Drilling Corporation Common Stock 162,877 155,455 3,192,630 3,415,223 1,815,707 3,415,223 1,599,516
Schwab Vanguard Index
500 Fund 21,183 9,129 2,179,538 1,003,412 944,732 1,003,412 58,680
</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
-15-
<PAGE> 18
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 33-3289), Form S-8 (No. 33-15269), Form S-8 (No.
33-18966), Form S-8 (No. 33-46724), Form S-8 (No. 33-50270), Form S-8 (No.
33-50272), Form S-8 (No. 33-62394), Form S-8 (No. 33-57675), Form S-8 (No.
333-25857), Form S-8 (No. 333-17407) and Form S-8 (No. 333-80511) of Noble
Drilling Corporation of our report dated June 10, 1999 relating to the financial
statements, which appears in this Form 10-K/A (Amendment No. 2).
PricewaterhouseCoopers LLP
Houston, Texas
June 28, 1999
