<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
COMMISSION FILE NUMBER: 0-13857
NOBLE DRILLING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 73-0374541
(State of (I.R.S. employer
incorporation) identification number)
13135 SOUTH DAIRY ASHFORD, SUITE 800 77478
SUGAR LAND, TEXAS (Zip code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 276-6100
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 [ ]
Number of shares of Common Stock outstanding as of November 8, 2000: 134,288,928
================================================================================
<PAGE> 2
FORM 10-Q
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NOBLE DRILLING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------ ------------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents .............................. $ 198,694 $ 132,827
Restricted cash ........................................ 3,889 4,010
Accounts receivable (net allowance of $622 and $414) ... 163,513 117,273
Costs of uncompleted contracts in excess of billings ... 8,680 5,886
Inventories ............................................ 4,574 4,298
Prepaid expenses ....................................... 14,491 15,979
Other current assets ................................... 27,022 10,352
---------- ----------
Total current assets ..................................... 420,863 290,625
---------- ----------
PROPERTY AND EQUIPMENT
Drilling equipment and facilities ...................... 2,498,976 2,417,179
Other .................................................. 30,994 28,249
---------- ----------
2,529,970 2,445,428
Accumulated depreciation ............................... (475,083) (395,659)
---------- ----------
2,054,887 2,049,769
---------- ----------
INVESTMENTS IN AND ADVANCES TO JOINT VENTURES ............ 66,279 29,314
OTHER ASSETS ............................................. 77,576 62,616
---------- ----------
$2,619,605 $2,432,324
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term debt and current maturities of long-term debt $ 60,631 $ 59,460
Accounts payable ....................................... 60,697 56,586
Accrued payroll and related costs ...................... 37,053 34,116
Taxes payable .......................................... 42,873 47,452
Interest payable ....................................... 5,845 10,180
Other current liabilities .............................. 22,776 25,542
---------- ----------
Total current liabilities ................................ 229,875 233,336
LONG-TERM DEBT ........................................... 686,995 730,893
DEFERRED INCOME TAXES .................................... 132,597 70,660
OTHER LIABILITIES ........................................ 19,678 2,340
MINORITY INTEREST ........................................ (3,493) (2,947)
COMMITMENTS AND CONTINGENCIES ............................ -- --
---------- ----------
1,065,652 1,034,282
---------- ----------
SHAREHOLDERS' EQUITY
Common stock - par value $0.10 per share ............... 13,736 13,472
Capital in excess of par value ......................... 1,017,028 960,803
Retained earnings ...................................... 616,190 502,493
Treasury stock, at cost ................................ (84,683) (65,072)
Restricted stock (unearned compensation) ............... (5,682) (6,778)
Accumulated other comprehensive loss ................... (2,636) (6,876)
---------- ----------
1,553,953 1,398,042
---------- ----------
$2,619,605 $2,432,324
========== ==========
</TABLE>
See accompanying notes to the consolidated financial statements.
2
<PAGE> 3
FORM 10-Q
NOBLE DRILLING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
---------------------------------
2000 1999
--------- ---------
<S> <C> <C>
OPERATING REVENUES
Contract drilling services ........ $ 190,450 $ 146,597
Labor contract drilling services .. 7,052 7,916
Turnkey drilling services ......... 19,363 21,095
Engineering, consulting and other . 9,013 1,217
--------- ---------
225,878 176,825
--------- ---------
OPERATING COSTS AND EXPENSES
Contract drilling services ........ 90,424 79,950
Labor contract drilling services .. 5,549 6,820
Turnkey drilling services ......... 18,954 19,743
Engineering, consulting and other . 5,949 414
Depreciation and amortization ..... 28,250 24,119
Selling, general and administrative 5,456 4,579
--------- ---------
154,582 135,625
--------- ---------
OPERATING INCOME ..................... 71,296 41,200
OTHER INCOME (EXPENSE)
Interest expense .................. (13,913) (10,284)
Other, net ........................ 3,175 3,096
--------- ---------
INCOME BEFORE INCOME TAXES ........... 60,558 34,012
INCOME TAX PROVISION ................. (15,745) (8,842)
--------- ---------
NET INCOME ........................... $ 44,813 $ 25,170
========= =========
EARNINGS PER SHARE:
Basic ............................. $ 0.33 $ 0.19
Diluted ........................... $ 0.33 $ 0.19
</TABLE>
See accompanying notes to the consolidated financial statements.
3
<PAGE> 4
FORM 10-Q
NOBLE DRILLING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2000 1999
--------- ---------
<S> <C> <C>
OPERATING REVENUES
Contract drilling services .................................. $ 543,944 $ 437,606
Labor contract drilling services ............................ 22,643 28,653
Turnkey drilling services ................................... 62,745 61,170
Engineering, consulting and other ........................... 12,089 4,987
--------- ---------
641,421 532,416
--------- ---------
OPERATING COSTS AND EXPENSES
Contract drilling services .................................. 269,547 241,293
Labor contract drilling services ............................ 17,633 25,418
Turnkey drilling services ................................... 58,738 63,002
Engineering, consulting and other ........................... 8,078 1,481
Depreciation and amortization ............................... 82,479 63,993
Selling, general and administrative ......................... 17,427 15,111
--------- ---------
453,902 410,298
--------- ---------
OPERATING INCOME ............................................... 187,519 122,118
OTHER INCOME (EXPENSE)
Interest expense ............................................ (41,173) (22,541)
Other, net .................................................. 9,884 7,890
--------- ---------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY CHARGE ............ 156,230 107,467
INCOME TAX PROVISION ........................................... (42,533) (28,673)
--------- ---------
INCOME BEFORE EXTRAORDINARY CHARGE ............................. 113,697 78,794
EXTRAORDINARY CHARGE, NET OF TAX ............................... -- (10,833)
--------- ---------
NET INCOME ..................................................... $ 113,697 $ 67,961
========= =========
EARNINGS PER SHARE-BASIC:
Income before extraordinary charge............................ $ 0.85 $ 0.60
Extraordinary charge ......................................... -- (0.08)
--------- ---------
Net income per common share .................................. $ 0.85 $ 0.52
========= =========
EARNINGS PER SHARE-DILUTED:
Income before extraordinary charge ........................... $ 0.84 $ 0.59
Extraordinary charge ......................................... -- (0.08)
--------- ---------
Net income per common share .................................. $ 0.84 $ 0.51
========= =========
</TABLE>
See accompanying notes to the consolidated financial statements.
4
<PAGE> 5
FORM 10-Q
NOBLE DRILLING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
---------------------------------
2000 1999
--------- ---------
<S> <C> <C>
NET INCOME ..................................................................... $ 44,813 $ 25,170
--------- ---------
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation adjustments ..................................... 1,982 (373)
Unrealized holding gains (losses) arising during period ...................... 1,512 (4,499)
--------- ---------
Other comprehensive income (loss) ............................................ 3,494 (4,872)
--------- ---------
COMPREHENSIVE INCOME ........................................................... $ 48,307 $ 20,298
========= =========
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2000 1999
--------- ---------
<S> <C> <C>
NET INCOME ..................................................................... $ 113,697 $ 67,961
--------- ---------
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation adjustments ..................................... 2,056 (481)
Unrealized holding gains (losses) arising during period ...................... 2,184 (5,798)
--------- ---------
Other comprehensive income (loss) ............................................ 4,240 (6,279)
--------- ---------
COMPREHENSIVE INCOME ........................................................... $ 117,937 $ 61,682
========= =========
</TABLE>
See accompanying notes to the consolidated financial statements.
5
<PAGE> 6
FORM 10-Q
NOBLE DRILLING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ................................................................................ $ 113,697 $ 67,961
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization ........................................................ 82,479 63,993
Deferred income tax provision ........................................................ 75,337 16,405
Gain on sales of property and equipment .............................................. (1,513) (774)
Gain on sales of marketable securities ............................................... (423) --
Extraordinary charge, net of tax ..................................................... -- 10,833
Equity in net income of unconsolidated joint ventures ................................ 1,454 451
Compensation expense from stock-based plans .......................................... 1,327 1,267
Other ................................................................................ 1,976 (964)
Changes in current assets and liabilities:
Accounts receivable ................................................................. (46,240) 9,514
Other assets ........................................................................ (15,143) 33,902
Accounts payable .................................................................... 6,464 (7,041)
Other liabilities ................................................................... (6,937) (6,414)
--------- ---------
Net cash provided by operating activities ...................................... 212,478 189,133
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ...................................................................... (87,799) (352,890)
Proceeds from sales of property and equipment ............................................. 2,125 1,009
Investment in and notes receivable from affiliates ........................................ (38,400) --
Investment in marketable securities ....................................................... (18,860) (8,192)
Proceeds from sales of marketable securities .............................................. 19,283 --
--------- ---------
Net cash used by investing activities .......................................... (123,651) (360,073)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt .................................................. -- 396,731
Net payments on revolving credit facility ................................................. -- (100,000)
Payment of long-term debt ................................................................. (44,494) (189,778)
Issuance of common stock .................................................................. 41,017 512
Decrease in restricted cash ............................................................... 121 1,897
Purchase of shares returned to treasury ................................................... (19,604) --
--------- ---------
Net cash (used) provided by financing activities ............................... (22,960) 109,362
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ............................................ 65,867 (61,578)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .............................................. 132,827 211,012
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD .................................................... $ 198,694 $ 149,434
========= =========
</TABLE>
See accompanying notes to the consolidated financial statements.
6
<PAGE> 7
FORM 10-Q
NOBLE DRILLING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF ACCOUNTING
The accompanying consolidated financial statements of Noble Drilling
Corporation ("Noble Drilling" or, together with its consolidated subsidiaries,
unless the context requires otherwise, the "Company", "we", "our" and words of
similar import) have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all disclosures required by generally accepted accounting principles
for complete financial statements. All significant transactions among Noble
Drilling and its consolidated subsidiaries have been eliminated. The interim
consolidated financial statements have not been audited. However, in the opinion
of management, all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the consolidated financial statements have
been included. Results of operations for interim periods are not necessarily
indicative of the results of operations that may be expected for the entire
year. These interim consolidated financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1999.
Noble Drilling (Paul Romano) Inc. was formed on April 3, 1998 for the
purpose of owning the Noble Paul Romano and financing its conversion to a Noble
EVA-4000(TM) semisubmersible. Noble Drilling (Paul Romano) Inc. is an indirect,
wholly owned subsidiary of Noble Drilling and is operated in a fashion that is
intended to ensure that its assets and liabilities are distinct and separate
from those of the Company and its affiliates and that the creditors of Noble
Drilling (Paul Romano) Inc. would be entitled to satisfy their claims from the
assets of Noble Drilling (Paul Romano) Inc. prior to any distribution to the
Company or its affiliates.
Certain reclassifications have been made in the prior year consolidated
financial statements to conform to the classifications used in the 2000
consolidated financial statements. These reclassifications have no impact on net
income.
NOTE 2 - EARNINGS PER SHARE
The following table reconciles the basic and diluted earnings per
share computations for income before extraordinary charge for the three and nine
month periods ended September 30, 2000 and 1999 (in thousands, except per share
amounts):
<TABLE>
<CAPTION>
INCOME BEFORE
EXTRAORDINARY BASIC BASIC DILUTED DILUTED
CHARGE SHARES EPS SHARES EPS
------------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
THREE MONTHS ENDED:
-------------------
September 30, 2000...... $ 44,813 133,778 $ 0.33 135,919 $ 0.33
September 30, 1999...... $ 25,170 131,679 $ 0.19 132,961 $ 0.19
NINE MONTHS ENDED:
------------------
September 30, 2000...... $113,697 133,277 $ 0.85 135,396 $ 0.84
September 30, 1999...... $ 78,794 131,391 $ 0.60 132,391 $ 0.59
</TABLE>
Included in diluted shares are common stock equivalents relating to
outstanding stock options of 2,142,000 shares and 1,282,000 shares for the three
month periods ended September 30, 2000 and 1999, respectively, and 2,119,000
shares and 1,000,000 shares for the nine month periods ended September 30, 2000
and 1999, respectively.
NOTE 3 - MARKETABLE SECURITIES
Our investments in marketable securities are classified as available
for sale and stated at fair market value under the provisions of SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities. Accordingly,
any unrealized gains and losses, net of taxes, are included in "Accumulated
other comprehensive loss" in the accompanying Consolidated Balance Sheets. In
August 2000, we sold our investment in marketable debt securities of $18,860,000
for a gain of $423,000. As of September 30, 2000, the fair market value of
available for sale equity securities totaled $7,183,000, with gross unrealized
losses of $3,502,000. Available for sale equity securities are included in
"Other assets" in the accompanying Consolidated Balance Sheets.
7
<PAGE> 8
FORM 10-Q
NOTE 4 - INVESTMENTS IN AND ADVANCES TO JOINT VENTURES
On June 13, 2000, we formed Noble Crosco Drilling Ltd. ("Noble Crosco")
with our joint venture partner. We acquired a 50 percent equity interest in
Noble Crosco by investing $14,300,000 in cash. Our joint venture partner
contributed the Panon, a Levingston 111-S independent leg designed jackup, for
its 50 percent equity interest. We also agreed to lend up to $7,000,000 pursuant
to a credit agreement (the "Noble Crosco Credit Agreement") to finance part of
the upgrade costs of the Panon. As of September 30, 2000, no fundings under the
Noble Crosco Credit Agreement had been made. Any funds required for the upgrade,
maintenance and operation of the Panon in excess of those funds generated from
operations of the joint venture and available under the Noble Crosco Credit
Agreement will be loaned by us to the joint venture. We will manage the upgrade
of the Panon from a slot to a cantilever configuration, as well as the marketing
and operation of the unit. We account for this investment using the equity
method.
On January 19, 2000, we and our joint venture partners formed Noble
Rochford Drilling Ltd. ("Noble Rochford"), which purchased the Noble Julie
Robertson (formerly Ocean Scotian), a Baker Marine European Class independent
leg, cantilever designed jackup. We acquired a 50 percent equity interest in
Noble Rochford by investing $10,000,000 in cash. Additionally, we (together with
our joint venture partners) each agreed to make additional equity investments of
up to $2,000,000, if needed, to help fund planned upgrades. We also agreed to
lend up to $24,000,000 pursuant to a credit agreement (the "Noble Rochford
Credit Agreement") with Noble Rochford to fund the acquisition and upgrade of
the Noble Julie Robertson. As of September 30, 2000, $14,100,000 was outstanding
under the Noble Rochford Credit Agreement. We will manage the upgrade, marketing
and operation of the Noble Julie Robertson. We account for this investment using
the equity method.
NOTE 5 - CREDIT FACILITIES
We have an unsecured revolving credit facility in the amount of
$200,000,000 (the "Credit Agreement"), including a letter of credit facility
totaling $40,000,000 available through August 14, 2002. As of September 30,
2000, we had no outstanding borrowings under the Credit Agreement and $3,952,000
had been used to support outstanding letters of credit through surety bonds,
leaving $196,048,000 available under the Credit Agreement.
NOTE 6 - SEGMENT AND RELATED INFORMATION
We provide diversified services to the oil and gas industry. Our
reportable segments consist of the primary services we provide, which include
offshore contract drilling, and turnkey drilling and engineering services.
Although both of these segments are generally influenced by the same economic
factors, each represents a distinct service to the oil and gas industry.
Offshore contract drilling services is then separated into international and
domestic contract drilling segments since there are certain economic and
political risks associated with each of these geographic markets and our
management makes decisions based on these markets accordingly.
Our international contract drilling segment conducts contract drilling
services in the North Sea, Africa, Brazil, Venezuela, Mexico, the Middle East
and India, whereas domestic contract drilling is conducted in the U.S. Gulf of
Mexico. Our turnkey drilling and engineering segment consists of the
coordination of all equipment, materials, services and management to drill a
well to a specified depth for a fixed price, as well as well site management,
project management and technical services. We conduct these operations primarily
in the U.S. Gulf of Mexico. On October 26, 2000, we announced that our Triton
Engineering subsidiary is revising its business model to focus on well site
management, project management and technical services.
All intersegment sales pricing is based on current market conditions.
We evaluate the performance of our operating segments based on operating
revenues and earnings. Summarized financial information of our reportable
segments for the three and nine months ended September 30, 2000 and 1999 is
shown in the following table (in thousands). The "Other" column includes results
of labor contract drilling services, other insignificant operations and
corporate related items.
8
<PAGE> 9
FORM 10-Q
<TABLE>
<CAPTION>
INTERNATIONAL DOMESTIC TURNKEY
CONTRACT CONTRACT DRILLING &
THREE MONTHS ENDED: DRILLING DRILLING ENGINEERING
------------------- SERVICES SERVICES SERVICES OTHER TOTAL
SEPTEMBER 30, 2000: ------------ ------------- ------------- ---------- -----------
-------------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers............ $ 94,120 $ 98,831 $ 24,886 $ 8,041 $ 225,878
Intersegment revenues....................... - 1,847 - 244 2,091
Segment profit.............................. 14,962 28,183 247 1,421 44,813
Total assets at September 30, 2000 (1)...... 1,133,003 1,206,816 16,916 262,870 2,619,605
SEPTEMBER 30, 1999:
-------------------
Revenues from external customers............ $ 100,294 $ 46,593 $ 21,095 $ 8,843 $ 176,825
Segment profit.............................. 16,767 6,668 760 976 25,171
Total assets at September 30, 1999 (1)...... 1,156,761 1,056,504 8,266 211,918 2,433,449
</TABLE>
<TABLE>
<CAPTION>
INTERNATIONAL DOMESTIC TURNKEY
CONTRACT CONTRACT DRILLING &
NINE MONTHS ENDED: DRILLING DRILLING ENGINEERING
------------------ SERVICES SERVICES SERVICES OTHER TOTAL
SEPTEMBER 30, 2000 ------------ ------------- ------------- ----------- -----------
-------------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers............ $ 274,074 $ 273,209 $ 69,412 $ 24,726 $ 641,421
Intersegment revenues....................... - 2,140 - 244 2,384
Segment profit.............................. 33,840 74,490 2,161 3,206 113,697
SEPTEMBER 30, 1999:
-------------------
Revenues from external customers............ $ 345,019 $ 93,668 $ 61,170 $ 32,559 $ 532,416
Intersegment revenues....................... - 1,305 - - 1,305
Segment profit (loss)....................... 77,462 2,453 (2,468) 1,320 78,767
</TABLE>
---------------------
(1) Total assets - Other at September 30, 2000 and 1999 includes cash and
cash equivalents of $180,768,000 and $127,348,000, respectively.
The following table is a reconciliation of reportable segment profit
to our consolidated totals for the three and nine months ended September 30,
2000 and 1999 (in thousands).
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
2000 1999
-------- --------
<S> <C> <C>
Total profit for reportable segments ........................... $ 43,392 $ 24,195
Other profit ................................................... 1,421 976
Elimination of intersegment profits ............................ -- (1)
-------- --------
Total consolidated net income ............................... $ 44,813 $ 25,170
======== ========
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------
2000 1999
-------- --------
<S> <C> <C>
Total profit for reportable segments ........................... $110,491 $ 77,447
Other profit ................................................... 3,206 1,320
Elimination of intersegment losses ............................. -- 27
Extraordinary charge, net of tax ............................... -- (10,833)
-------- --------
Total consolidated net income ............................... $113,697 $ 67,961
======== ========
</TABLE>
9
<PAGE> 10
FORM 10-Q
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This report on Form 10-Q includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. All statements other than statements of
historical facts included in this Form 10-Q including, without limitation,
statements contained in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" regarding our financial position, business
strategy, plans and objectives of our management for future operations, industry
conditions, and indebtedness covenant compliance, are forward-looking
statements. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we cannot be certain that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from our expectations include, but are not
limited to, volatility in crude oil and natural gas prices, potential
deterioration in the demand for our drilling services and resulting declining
dayrates, the cancellation by our customers of drilling contracts or letter
agreements or letters of intent for drilling contracts or their exercise of
early termination provisions generally found in our drilling contracts, risks
associated with fixed cost drilling operations, intense competition in the
drilling industry, political and economic conditions in international markets
where we operate, adverse weather (such as hurricanes) and seas, operational
risks (such as blowouts, fires and loss of production), limitations on our
insurance coverage, and requirements and potential liability imposed by
governmental regulation of the drilling industry (including environmental
regulation). All of the foregoing risks and uncertainties are beyond our ability
to control, and in many cases, we cannot predict the risks and uncertainties
that could cause our actual results to differ materially from those indicated by
the forward-looking statements. When used in this Form 10-Q, the words
"believes", "anticipates", "expects", "plans" and similar expressions as they
relate to the Company or its management are intended to identify forward-looking
statements.
As used herein, unless otherwise required by the context, the term
"Noble Drilling" refers to Noble Drilling Corporation and the terms "Company",
"we", "our" and words of similar import refer to Noble Drilling and its
consolidated subsidiaries. The use herein of such terms as group, organization,
we, us, our and its, or references to specific entities, is not intended to be a
precise description of corporate relationships.
THE COMPANY
We are a leading provider of diversified services for the oil and gas
industry. Contract drilling services are performed with our fleet of 49 offshore
drilling units located in key markets worldwide. Our fleet of floating deepwater
units consists of nine semisubmersibles and three dynamically positioned
drillships, seven of which are designed to operate in water depths greater than
5,000 feet. Our premium fleet of 34 independent leg, cantilever jackup rigs
includes 21 units that operate in water depths of 300 feet and greater, four of
which operate in water depths of 360 feet and greater, and 11 units that operate
in water depths of 250 feet. In addition, our fleet includes three submersible
drilling units. Eleven of our drilling units are capable of operating in harsh
environments. Over 60 percent of the fleet is currently deployed in
international markets, principally including the North Sea, Africa, Brazil, the
Middle East and Mexico. We also provide labor contract drilling services, well
site and project management services, and engineering services.
Demand for drilling services depends on a variety of economic and
political factors, including worldwide demand for oil and gas, the ability of
the Organization of Petroleum Exporting Countries ("OPEC") to set and maintain
production levels and pricing, the level of production of non-OPEC countries and
the policies of the various governments regarding exploration and development of
their oil and gas reserves.
As oil and natural gas prices remain strong, the U.S. Gulf of Mexico
jackup market continues to strengthen in the form of improved utilization,
particularly for the higher-end equipment, and higher dayrates. Current drilling
activity in many international markets also continues to show signs of
improvement in the form of higher utilization rates. The strengthening demand
for jackups in the U.S. Gulf of Mexico could be adversely impacted by jackups
mobilized back to the U.S. Gulf of Mexico from weaker international markets. Oil
companies continue to work through the effects of industry consolidation, which
inhibited capital spending on exploration and development in 1999 and thus far
in 2000. Although we are witnessing signs of increased capital spending by our
customers, further consolidation among our customer base could dampen near-term
drilling activity levels. We cannot predict with certainty the future level of
demand for our drilling services or future conditions in the offshore contract
drilling industry.
In recent years, we have focused on increasing the number of rigs in
our fleet capable of deepwater offshore drilling. We have incorporated this
focus into our broader, long-standing business strategy to actively expand our
international and offshore deepwater capabilities through acquisitions, rig
upgrades and modifications and to redeploy assets in important geological areas.
10
<PAGE> 11
FORM 10-Q
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
GENERAL
Net income for the third quarter of 2000 (the "Current Quarter") was
$44,813,000, or $0.33 per diluted share, on operating revenues of $225,878,000,
compared to net income for the third quarter of 1999 (the "Comparable Quarter")
of $25,170,000, or $0.19 per diluted share, on operating revenues of
$176,825,000.
RIG UTILIZATION, OPERATING DAYS AND AVERAGE DAYRATES
The following table sets forth the average rig utilization rates,
operating days and average dayrate for our rig fleet for the three months ended
September 30, 2000 and 1999:
<TABLE>
<CAPTION>
AVERAGE RIG
UTILIZATION RATES (1) OPERATING DAYS AVERAGE DAYRATE
------------------------ ------------------------- ------------------------
THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------- ------------------------
2000 1999 2000 1999 2000 1999
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
International......... 84% 64% 2,104 1,728 $ 43,742 $ 58,029
Domestic.............. 92% 72% 1,479 893 $ 66,543 $ 51,873
</TABLE>
---------------------
(1) Information reflects our policy to report utilization rates based on
the number of actively marketed rigs in our fleet.
INTERNATIONAL OPERATIONS
The following table sets forth the operating revenues and gross margin
for our international operations for the three months ended September 30, 2000
and 1999:
<TABLE>
<CAPTION>
REVENUES GROSS MARGIN
----------------------------- ----------------------------
THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- ----------------------------
2000 1999 2000 1999
----------- ----------- ---------- -----------
(In thousands)
<S> <C> <C> <C> <C>
Contract drilling services.............. $ 92,033 $ 100,274 $ 35,781 $ 42,782
Labor contract drilling services........ 7,052 7,916 1,503 1,096
Engineering, consulting and other....... 2,458 834 2,179 592
----------- ----------- ---------- -----------
Total.......................... $ 101,543 $ 109,024 $ 39,463 $ 44,470
=========== =========== ========== ===========
</TABLE>
OPERATING REVENUES. International contract drilling services revenues
decreased $8,241,000 due primarily to lower average dayrates on contract
renewals in the North Sea and expirations of contracts in Venezuela and the
Middle East. This decrease was partially offset by a higher average rig
utilization rate in West Africa in the Current Quarter. Labor contract drilling
services revenues decreased $864,000 due to fewer operating days on the North
Sea labor contracts as a result of contract expirations which were not renewed,
coupled with reduced drilling and workover activities by our customers.
GROSS MARGIN. International contract drilling services gross margin
decreased $7,001,000 due primarily to lower average dayrates on contract
renewals in the North Sea and expirations of contracts in Venezuela and the
Middle East during the Current Quarter. Labor contract drilling services gross
margin increased $407,000 due primarily to the expiration of North Sea labor
contracts with lower margins than our average gross margin for labor contracts.
11
<PAGE> 12
FORM 10-Q
DOMESTIC OPERATIONS
The following table sets forth the operating revenues and gross margin
for our domestic operations for the three months ended September 30, 2000 and
1999:
<TABLE>
<CAPTION>
REVENUES GROSS MARGIN
----------------------------- ----------------------------
THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- ----------------------------
2000 1999 2000 1999
----------- ----------- ---------- -----------
(In thousands)
<S> <C> <C> <C> <C>
Contract drilling services.............. $ 98,417 $ 46,323 $ 64,245 $ 23,865
Turnkey drilling services............... 19,363 21,095 409 1,352
Engineering, consulting and other....... 6,555 383 885 211
----------- ----------- ---------- -----------
Total.......................... $ 124,335 $ 67,801 $ 65,539 $ 25,428
=========== =========== ========== ===========
</TABLE>
OPERATING REVENUES. Domestic contract drilling services revenues
increased $52,094,000 due to increased operating days, higher average rig
utilization rates and a higher average dayrate in the Current Quarter. The
increased operating days and higher average dayrate were attributable to the
improved market conditions for Gulf of Mexico jackup rigs and the delivery of
two domestic Noble EVA-4000(TM) semisubmersibles during or after the third
quarter of 1999 and the Noble Homer Ferrington semisubmersible in March 2000,
which are currently operating at dayrates that are above our average domestic
dayrate. The Noble Amos Runner and Noble Max Smith, Noble EVA-4000(TM)
semisubmersibles, were activated in August 1999 and December 1999, respectively.
Domestic turnkey drilling services revenues decreased $1,732,000 due to two
fewer turnkey well completions. There were five domestic turnkey wells completed
in the Current Quarter compared to seven well completions in the Comparable
Quarter. Engineering, consulting and other revenues increased $6,172,000 due
primarily to a significant project management engagement conducted by our Triton
Engineering subsidiary during the Current Quarter.
GROSS MARGIN. Domestic contract drilling services gross margin
increased $40,380,000 due to increased operating days, higher average rig
utilization rates and a higher average dayrate in the Current Quarter. Domestic
turnkey drilling services gross margin decreased $943,000 due to two fewer
turnkey well completions.
OTHER ITEMS
DEPRECIATION AND AMORTIZATION EXPENSE. Depreciation and amortization
expense increased $4,131,000 due primarily to the activation of the Noble Amos
Runner, Noble Max Smith and Noble Homer Ferrington in August 1999, December 1999
and March 2000, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative ("SG&A") expenses increased $877,000 due primarily to additional
professional fees and employee costs.
INTEREST EXPENSE. Interest expense increased $3,629,000 in the Current
Quarter as compared to the Comparable Quarter. Interest costs of $4,218,000
associated with qualifying upgrade and conversion projects were capitalized,
reducing the Comparable Quarter's reported interest expense.
INCOME TAX PROVISION. Income tax expense increased $6,903,000 due to
higher pretax earnings.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
GENERAL
Net income for the nine months ended September 30, 2000 (the "Current
Period") was $113,697,000, or $0.84 per diluted share, on operating revenues of
$641,421,000, compared to net income of $67,961,000, or $0.51 per diluted share,
on operating revenues of $532,416,000 for the nine months ended September 30,
1999 (the "Comparable Period").
Results of the Comparable Period included an extraordinary charge of
$10,833,000, net of taxes of $5,833,000, related to the purchase and retirement
of $125,000,000 principal amount of our 9 1/8% Senior Notes due 2006 in March
1999. This retirement was
12
<PAGE> 13
FORM 10-Q
financed with proceeds from the issuance of $150,000,000 principal amount of
6.95% Senior Notes due 2009 and $250,000,000 principal amount of 7.5% Senior
Notes due 2019.
RIG UTILIZATION, OPERATING DAYS AND AVERAGE DAYRATES
The following table sets forth the average rig utilization rates,
operating days and average dayrate for our rig fleet for the nine months ended
September 30, 2000 and 1999:
<TABLE>
<CAPTION>
AVERAGE RIG
UTILIZATION RATES (1) OPERATING DAYS AVERAGE DAYRATE
------------------------ ------------------------- ------------------------
NINE MONTHS ENDED NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------- ------------------------
2000 1999 2000 1999 2000 1999
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
International......... 78% 76% 5,891 5,993 $ 46,090 $ 57,467
Domestic.............. 88% 67% 4,148 2,290 $ 65,677 $ 40,701
</TABLE>
--------------------
(1) Information reflects our policy to report utilization rates based on
the number of actively marketed rigs in our fleet.
INTERNATIONAL OPERATIONS
The following table sets forth the operating revenues and gross margin
for our international operations for the nine months ended September 30, 2000
and 1999:
<TABLE>
<CAPTION>
REVENUES GROSS MARGIN
----------------------------- ----------------------------
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- ----------------------------
2000 1999 2000 1999
----------- ----------- ---------- -----------
(In thousands)
<S> <C> <C> <C> <C>
Contract drilling services.............. $ 271,516 $ 344,401 $ 99,684 $ 159,147
Labor contract drilling services........ 22,643 28,653 5,010 3,235
Engineering, consulting and other....... 3,940 4,350 2,919 3,290
----------- ----------- ---------- -----------
Total.......................... $ 298,099 $ 377,404 $ 107,613 $ 165,672
=========== =========== ========== ===========
</TABLE>
OPERATING REVENUES. International contract drilling services revenues
decreased $72,885,000 due primarily to lower average dayrates, especially in the
North Sea, and fewer operating days in Mexico and Venezuela in the Current
Period. This decrease was partially offset by the operations of the Noble Paul
Wolff, a Noble EVA-4000(TM) semisubmersible that began operating in Brazil for
Petrobras in May 1999. Labor contract drilling services revenues decreased
$6,010,000 due to contract expirations in the North Sea which were not renewed,
coupled with an overall reduction in drilling and workover activities by our
customers.
GROSS MARGIN. International contract drilling services gross margin
decreased $59,463,000 due primarily to lower average dayrates in the Current
Period. Labor contract drilling services gross margin increased $1,775,000 due
to the expiration of lower margin labor contracts, specifically in the North
Sea, and labor-related cost savings during the Current Period.
13
<PAGE> 14
FORM 10-Q
DOMESTIC OPERATIONS
The following table sets forth the operating revenues and gross margin
for our domestic operations for the nine months ended September 30, 2000 and
1999:
<TABLE>
<CAPTION>
REVENUES GROSS MARGIN
----------------------------- ----------------------------
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- ----------------------------
2000 1999 2000 1999
----------- ----------- ---------- -----------
(In thousands)
<S> <C> <C> <C> <C>
Contract drilling services.............. $ 272,428 $ 93,205 $ 174,713 $ 37,166
Turnkey drilling services............... 62,745 61,170 4,007 (1,832)
Engineering, consulting and other....... 8,149 637 1,092 216
----------- ----------- ---------- -----------
Total.......................... $ 343,322 $ 155,012 $ 179,812 $ 35,550
=========== =========== ========== ===========
</TABLE>
OPERATING REVENUES. Domestic contract drilling services revenues
increased $179,223,000 due to increased operating days, higher average rig
utilization rates and a higher average dayrate in the Current Period. The
increased operating days and higher average dayrate were attributable to
improved market conditions for Gulf of Mexico jackup rigs and the delivery of
three domestic Noble EVA-4000(TM) semisubmersibles at various times during 1999
and the Noble Homer Ferrington semisubmersible in March 2000, which are
currently operating at dayrates that are above our average domestic dayrate. The
Noble Jim Thompson, Noble Amos Runner and Noble Max Smith, Noble EVA-4000(TM)
semisubmersibles, were activated in June 1999, August 1999 and December 1999,
respectively. Although there were fewer turnkey wells completed in the Current
Period, domestic turnkey drilling services revenues increased $1,575,000 due to
the completion of a well in the Current Period with significantly higher revenue
than the average turnkey well completion. There were 15 domestic turnkey wells
completed in the Current Period compared to 19 well completions in the
Comparable Period. Engineering, consulting and other revenues increased
$7,512,000 due primarily to a significant project management engagement
conducted by our Triton Engineering subsidiary in the Current Period.
GROSS MARGIN. Domestic contract drilling services gross margin
increased $137,547,000 due to increased operating days, higher average rig
utilization rates and a higher average dayrate in the Current Period. Domestic
turnkey drilling services gross margin increased $5,839,000 due primarily to the
completion of a well in the Current Period with a significantly higher gross
margin than the average turnkey well completion. Also, the negative turnkey
drilling services gross margin in the Comparable Period was attributable to our
Triton Engineering subsidiary having, under contract from a third party, certain
drilling rigs with above market dayrates. These above market contracts expired
during 1999.
OTHER ITEMS
DEPRECIATION AND AMORTIZATION EXPENSE. Depreciation and amortization
expense increased $18,486,000 due primarily to the activation of four Noble
EVA-4000(TM) semisubmersibles during 1999 and the Noble Homer Ferrington
semisubmersible in March 2000.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses increased
$2,316,000 due primarily to additional professional fees and employee costs.
INTEREST EXPENSE. Interest expense increased $18,632,000 due primarily
to lower capitalized interest costs due to the completion of the four Noble
EVA-4000(TM) conversion projects during 1999 and the Noble Homer Ferrington
upgrade during March 2000. Capitalized interest costs related to construction in
progress on qualifying upgrade projects were $1,872,000 and $18,659,000 in the
Current Period and Comparable Period, respectively.
INCOME TAX PROVISION. Income tax expense increased $13,860,000 due
primarily to higher pretax earnings.
14
<PAGE> 15
FORM 10-Q
LIQUIDITY AND CAPITAL RESOURCES
OVERVIEW
At September 30, 2000, we had cash and cash equivalents of $198,694,000
and funds available under our unsecured revolving credit facility of
$196,048,000. We had working capital of $190,988,000 and $57,289,000 at
September 30, 2000 and December 31, 1999, respectively. Total debt as a
percentage of total debt plus shareholders' equity was 32 percent at September
30, 2000 compared to 36 percent at December 31, 1999.
Capital expenditures totaled $10,440,000 and $87,799,000 for the
Current Quarter and Current Period, respectively. In addition, we funded
$39,300,000 to certain joint ventures in the Current Period. In June 2000, we
invested $14,300,000 in Noble Crosco Drilling Ltd. ("Noble Crosco") to fund our
committed equity contribution toward the planned upgrade of the Panon. We have a
50 percent equity interest in Noble Crosco. In January 2000, we funded
$25,000,000 to Noble Rochford Drilling Ltd. ("Noble Rochford") for our committed
equity and debt contributions toward the acquisition and planned upgrade of the
Noble Julie Robertson. Noble Rochford repaid $900,000 of the debt contributions
during the Current Quarter. We have a 50 percent equity interest in Noble
Rochford. For additional information on these joint ventures, see Note 4 to our
accompanying consolidated financial statements. In addition to the above
amounts, deferred repair and maintenance expenditures totaled $4,054,000 and
$13,240,000 in the Current Quarter and Current Period, respectively.
We expect capital expenditures in the fourth quarter of 2000 to
aggregate approximately $37,200,000, including an estimated $14,000,000
investment in Noble Rochford to fund the upgrade of the Noble Julie Robertson
and approximately $12,800,000 as the purchase price for the minority interest
in the Ilion. On November 10, 2000, we acquired the 30 percent minority equity
interest (on a fully diluted basis) in Ilion LLC from our joint venture partner.
We now own 100 percent of the Ilion, a Friede & Goldman 9500 Enhanced
Pacesetter design semisubmersible. In addition to these capital expenditures
expected for the fourth quarter of 2000, deferred repair and maintenance
expenditures for the fourth quarter of 2000 are estimated to aggregate
approximately $5,000,000.
Projects we are currently considering could require, if they
materialize, capital expenditures or other cash requirements not included in the
above estimate. In addition, we will continue to evaluate acquisitions of
drilling units. Other factors that could cause actual capital expenditures to
exceed materially the planned capital expenditures include delays and cost
overruns in shipyards, shortages of equipment, latent damage or deterioration to
hull, equipment and machinery in excess of engineering estimates and
assumptions, and changes in design criteria or specifications during repair or
construction.
We repurchased 500,000 shares of Noble Drilling common stock at a total
cost of $19,604,000 during the Current Quarter. Additional purchases, if any,
may be made from time to time on the open market or in private transactions at
prices determined by us. The board of directors of Noble Drilling has authorized
the repurchase of up to 5,000,000 shares.
CREDIT FACILITIES AND LONG-TERM DEBT
As of September 30, 2000, our short-term debt and current maturities of
long-term debt balance was $60,631,000 as compared to $59,460,000 as of December
31, 1999. As of September 30, 2000, our long-term debt balance was $686,995,000
as compared to $730,893,000 as of December 31, 1999.
As of September 30, 2000, we had no borrowings under our $200,000,000
unsecured revolving credit facility (the "Credit Agreement") and $3,952,000 had
been used to support outstanding letters of credit through surety bonds. As of
September 30, 2000, we had the ability to borrow $196,048,000 under the Credit
Agreement.
Required debt principal and interest payments for currently outstanding
debt are estimated to be $23,700,000 over the remainder of 2000. We expect to
fund these obligations out of existing balances of cash and cash equivalents as
well as cash expected to be provided by operations. We anticipate that our
existing cash balances and our cash flows generated from operations will be
sufficient to meet our required debt principal and interest payments and our
expected discretionary capital expenditures, assuming no material decrease in
demand for contract drilling services.
ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS 133 requires
that, upon adoption, all derivative instruments (including certain derivative
instruments embedded in other contracts) be recognized in the balance
15
<PAGE> 16
FORM 10-Q
sheet at fair value, and that changes in such fair values be recognized in
earnings unless specific hedging criteria are met. Changes in the values of
derivatives that meet these hedging criteria will ultimately offset related
earnings effects of the hedged items; effects of certain changes in fair value
are recorded in Other Comprehensive Income pending recognition in earnings. SFAS
133, as amended by SFAS No.137, Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of SFAS No.133, and SFAS
138, Accounting for Certain Derivative Instruments and Certain Hedging
Activities - an amendment of FASB Statement No. 133, is effective for fiscal
years beginning after June 15, 2000. The impact of SFAS 133 on our consolidated
financial statements will depend on a variety of factors, including future
interpretive guidance from the FASB, the future level of actual foreign currency
transactions, the extent of our hedging activities, the types of hedging
instruments used and the effectiveness of such instruments. However, we believe
adoption of SFAS 133 will not have a material effect on our consolidated results
of operations, cash flows or financial position.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
We are subject to market risk exposure related to changes in interest
rates on our Credit Agreement and certain variable rate indebtedness. Interest
on these obligations is at an agreed upon percentage point spread from LIBOR. At
September 30, 2000, there were no outstanding borrowings under the Credit
Agreement and $12,250,000 of variable rate obligations was outstanding. Based
upon this balance, an immediate change of one percent in the interest rate would
not cause a material change in interest expense on an annual basis.
FOREIGN CURRENCY EXCHANGE RATE RISK
We conduct business internationally; however, a substantial majority of
our foreign transactions are denominated in U.S. dollars. With minor exceptions,
we structure our drilling contracts in U.S. dollars to mitigate the exposure to
fluctuations in foreign currencies. Other than our trade accounts receivable and
trade accounts payable, which mostly offset each other, we do not currently have
financial instruments that are sensitive to foreign currency rates.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 14, 2000, Raymond Verdin filed a lawsuit in the United States
District Court for the Southern District of Texas, Galveston Division on behalf
of himself and those similarly situated against several offshore drilling
companies, including Noble Drilling Corporation. Mr. Verdin sought to represent
a class of offshore workers who are or have been employed by the defendants and
alleged that the defendants conspired to avoid competition in the offshore labor
market by agreeing to limit wages and benefits provided to offshore workers. An
amended complaint was filed on October 6, 2000 in which a new plaintiff, Thomas
Bryant, was substituted for Mr. Verdin. Mr. Bryant's lawsuit maintains the same
allegations as Mr. Verdin's lawsuit and seeks an unspecified amount of treble
damages and other relief for himself and an alleged class of offshore workers.
We deny these allegations and do not expect that the outcome of this matter will
have a material adverse effect on our consolidated results of operations, cash
flows or financial position.
As previously disclosed, we filed suit against Samedan Oil Corporation
and Mariner Energy, Inc. on January 6, 2000 in the 55th Judicial Court of Harris
County, Texas to enforce our rights under letter agreements for use of the Noble
Homer Ferrington. As was also previously disclosed, we have separately settled
our disputes with Mariner and Samedan and have entered into separate drilling
contracts with each of these operators for use of the rig.
There are no other material pending legal proceedings to which we are a
party or of which our property is the subject. We are involved in certain
routine litigation incidental to our business.
16
<PAGE> 17
FORM 10-Q
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The information required by this Item 6(a) is set forth in the Index to
Exhibits accompanying this quarterly report and is incorporated herein
by reference.
(b) No reports on Form 8-K were filed by us during the quarter ended
September 30, 2000.
17
<PAGE> 18
FORM 10-Q
SIGNATURES
Pursuant to the requirements 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: November 14, 2000 /s/ ROBERT D. CAMPBELL
----------------------------------------
ROBERT D. CAMPBELL,
President
DATE: November 14, 2000 /s/ MARK A. JACKSON
----------------------------------------
MARK A. JACKSON,
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
18
<PAGE> 19
FORM 10-Q
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ --------
27 Financial Data Schedule
19
