UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
[ ] 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 CORPORATION
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 98-0366361
-------------------------------- ---------------------
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
13135 SOUTH DAIRY ASHFORD, SUITE 800, SUGAR LAND, TEXAS 77478
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 276-6100
Securities registered pursuant to Section 12(b) of the Act:
ORDINARY SHARES, PAR VALUE $.10 PER SHARE NEW YORK STOCK EXCHANGE
PREFERRED SHARE 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. [X]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [X] No [ ]
Aggregate market value of Ordinary Shares held by nonaffiliates as of
June 28, 2002: $5,098,000,000
Number of shares of Ordinary Shares outstanding as of March 6, 2003:
133,579,505
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 2003 annual meeting of members - Part III
This Amendment No. 1 to Annual Report on Form 10-K for the year ended
December 31, 2002 (the "2002 Form 10-K") is being filed for the following
purposes:
(1) To file the financial statements required by Form 11-K for the
fiscal year ended December 31, 2002 with respect to the Noble
Drilling Corporation 401(k) Savings Plan (formerly named the Noble
Drilling Corporation Thrift Plan) as Exhibit 99.3.
(2) To amend Item 15 of the 2002 Form 10-K to reflect the filing
herewith of new Exhibit 99.3. Item 15 is restated as set forth
below.
(3) To restate in its entirety the Index to Exhibits to the 2002 Form
10-K as set forth following the signature page, in order to
reflect the inclusion therein, and the filing herewith, of new
Exhibit 99.3.
The 2002 Form 10-K is not being updated by this Amendment No. 1, except
as specifically enumerated above.
ITEM 15. 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 28 and is incorporated herein by
reference.
(2) Financial Statement Schedules:
All schedules are omitted because they are either not applicable
or required information is shown in the financial statements or
notes thereto.
(3) Exhibits:
The information required by this Item 15(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, 2002, with respect to the Noble Drilling
Corporation 401(k) Savings Plan are filed as Exhibit 99.3 hereto.
(b) Reports on Form 8-K:
We furnished a Form 8-K on October 24, 2002, which included our press
release dated October 24, 2002 as Exhibit 99.1, announcing financial
results for the quarter ended September 30, 2002.
We furnished a Form 8-K on December 9, 2002, which included our Fleet
Status Update as of December 9, 2002 as Exhibit 99.1.
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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 CORPORATION
Date: June 27, 2003 By: /s/ JULIE J. ROBERTSON
-----------------------------------
Julie J. Robertson,
Senior Vice President - Administration
and Corporate Secretary
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INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT
-------------- -----------------------------------------------------------
2.1 Agreement and Plan of Merger dated as of March 11, 2002
among Noble Corporation, Noble Cayman Acquisition
Corporation, Noble Holding (U.S.) Corporation and Noble
Drilling Corporation (included as Annex A to the proxy
statement/prospectus that constitutes a part of the
Registrant's Registration Statement on Form S-4 (No.
333-84278) and incorporated herein by reference).
3.1 Memorandum of Association of the Registrant (filed as
Exhibit 3.3 to the Registrant's Registration Statement on
Form S-4 (No. 333-84278) and incorporated herein by
reference).
3.2 Articles of Association of the Registrant (filed as Exhibit
3.4 to the Registrant's Registration Statement on Form S-4
(No. 333-84278) and incorporated herein by reference).
3.3 Terms of Series A Junior Participating Preferred Shares of
the Registrant (filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-4 (No. 333-84278) and
incorporated herein by reference).
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 Form 8-K of Noble
Drilling Corporation ("NDC") 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 NDC's Form
8-K dated March 22, 1999 (date of event: March 1, 1999) and
incorporated herein by reference).
4.3 Rights Agreement between Noble Corporation and UMB Bank,
N.A., as Rights Agent, which includes the Form of Right
Certificate as Exhibit B thereto (filed as Exhibit 4.1 to
the Registrant's Registration Statement on Form S-4 (No.
333-84278) and incorporated herein by reference).
4.4 First Amendment to Rights Agreement between Noble
Corporation and UMB Bank, N.A., as Rights Agent, dated as of
March 12, 2003 (filed as Exhibit 4.2 to the Registrant's
Form 8-K filed on March 14, 2003 and incorporated herein by
reference).
4.5 Consent and Agreement dated December 20, 2001 by and among
Noble Drilling (Paul Romano) Inc., Noble Drilling
Corporation and the Noteholders a party hereto (filed as
Exhibit 4.6 to NDC's Annual Report on Form 10-K for the year
ended December 31, 2001 and incorporated herein by
reference).
4.6 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 NDC's Quarterly Report on Form 10-Q for the
three-month period ended September 30, 1998 and incorporated
herein by reference).
4.7 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 NDC's Registration Statement on Form S-3
(No. 333-72059) and incorporated herein by reference).
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4.8 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 NDC's
Registration Statement on Form S-3 (No. 333-72059) and
incorporated herein by reference).
4.9 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 NDC's Quarterly
Report on Form 10-Q for the three-month period ended
September 30, 1998 and incorporated herein by reference).
4.10 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 NDC's Quarterly Report on Form 10-Q for the
three-month period ended September 30, 1998 and incorporated
herein by reference).
4.11 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 NDC's
Quarterly Report on Form 10-Q for the three-month period
ended September 30, 1998 and incorporated herein by
reference).
4.12 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 NDC's
Registration Statement on Form S-3 (No. 333-72059) and
incorporated herein by reference).
4.13 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 NDC's Registration Statement on Form S-3
(No. 333-72059) and incorporated herein by reference).
4.14 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
NDC's Registration Statement on Form S-3 (No. 333-72059) and
incorporated herein by reference).
4.15 Credit Agreement dated May 30, 2001, among Noble Drilling
Corporation, Christiania Bank og Kreditkasse ASA, New York
Branch, as Administrative Agent, and the lenders named
therein (filed as Exhibit 4 to NDC's Quarterly Report on
Form 10-Q for the three-month period ended June 30, 2001 and
incorporated herein by reference).
4.16 Irrevocable Letter of Credit, dated December 20, 2001, by
Nordea Bank Norge ASA, New York Branch, and issued to JP
Morgan Chase Bank, as Trustee of the Trust Indenture and
Security Agreement, dated as of November 24, 1998, between
Noble Drilling (Paul Romano) Inc. and the Trustee, for the
benefit of the note holders thereunder (filed as Exhibit
4.17 to NDC's Annual Report on Form 10-K for the year ended
December 31, 2001 and incorporated herein by reference).
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4.17 Amended and Restated Credit Agreement dated May 1, 2002
among Noble Corporation, Noble Holding (U.S.) Corporation,
Noble Drilling Corporation, Nordea Bank Norge ASA, New York
Branch, as Administrative Agent, and the lenders named
therein (filed as Exhibit 4.1 to the Registrant's Quarterly
Report on Form 10-Q for the three-month period ended March
31, 2002 and incorporated herein by reference).
4.18 First Amendment to Note Purchase Agreement and Consent,
dated March 15, 2002, between Noble Drilling (Jim Thompson)
Inc., each of the note purchasers thereunder and JPMorgan
Chase Bank, National Association, as trustee (filed as
Exhibit 4.2 to the Registrant's Quarterly Report on Form
10-Q for the three-month period ended March 31, 2002 and
incorporated herein by reference).
4.19 Amended and Restated Parent Guaranty, dated as April 25,
2002, by Noble Corporation, Noble Holding (U.S.) Corporation
and Noble Drilling Corporation, in favor of JPMorgan Chase
Bank, National Association, as trustee, for the benefit of
the note purchasers under the Note Purchase Agreement and
Consent with Noble Drilling (Jim Thompson) Inc. (filed as
Exhibit 4.3 to the Registrant's Quarterly Report on Form
10-Q for the three-month period ended March 31, 2002 and
incorporated herein by reference).
4.20 First Amendment to Note Purchase Agreement and Consent,
dated March 15, 2002, between Noble Drilling (Paul Wolff)
Ltd., each of the note purchasers thereunder and JPMorgan
Chase Bank, National Association, as trustee (filed as
Exhibit 4.4 to the Registrant's Quarterly Report on Form
10-Q for the three-month period ended March 31, 2002 and
incorporated herein by reference).
4.21 Amended and Restated Parent Guaranty, dated as May 1, 2002,
by Noble Corporation, Noble Holding (U.S.) Corporation and
Noble Drilling Corporation, in favor of JPMorgan Chase Bank,
National Association, as trustee, for the benefit of the
note purchasers under the Note Purchase Agreement and
Consent with Noble Drilling (Paul Wolff) Ltd. (filed as
Exhibit 4.5 to the Registrant's Quarterly Report on Form
10-Q for the three-month period ended March 31, 2002 and
incorporated herein by reference).
4.22 Second Supplemental Indenture, dated as of April 30, 2002,
between Noble Drilling Corporation, Noble Holding (U.S.)
Corporation and Noble Corporation, and JPMorgan Chase Bank,
as trustee (filed as Exhibit 4.6 to the Registrant's
Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).
10.1* Noble Corporation 1991 Stock Option and Restricted Stock
Plan (filed as Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (No. 333-80511) and incorporated
herein by reference).
10.2* Amendment to the Noble Corporation 1991 Stock Option and
Restricted Stock Plan, dated October 28, 1999 (filed as
Exhibit 10.21 to NDC's Annual Report on Form 10-K for the
year ended December 31, 1999 and incorporated herein by
reference).
10.3* Amendment, effective as of May 1, 2002, to the Noble
Corporation 1991 Stock Option and Restricted Stock Plan
(filed as Exhibit 10.1 to Post-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form S-8 (No.
333-80511) and incorporated herein by reference).
10.4* Noble 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).
10.5* Amendment No. 1 to the Noble Corporation 1992 Nonqualified
Stock Option Plan for Non-Employee Directors dated as of
July 28, 1994 (filed as Exhibit 10.44 to NDC's Annual Report
on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference).
6
10.6* Amendment, effective as of May 1, 2002, to the Noble
Corporation 1992 Nonqualified Stock Option Plan for
Non-Employee Directors (filed as Exhibit 10.1 to the
Post-Effective Amendment No. 1 to the Registrant's
Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-8 (No. 33-62394) and
incorporated herein by reference).
10.7* Noble Corporation Equity Compensation Plan for Non-Employee
Directors (filed as Exhibit 10.1 to NDC's Quarterly Report
on Form 10-Q for the three-month period ended September 30,
1996 and incorporated herein by reference).
10.8* Amendment, effective as of May 1, 2002, to the Noble
Corporation Equity Compensation Plan for Non-Employee
Directors (filed as Exhibit 10.1 to Post-Effective Amendment
No. 1 to the Registrant's Registration Statement on Form S-8
(No. 333-17407) and incorporated herein by reference).
10.9* Noble Drilling Corporation Short Term Incentive Plan
(revised April 2002) (filed as Exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for the
three-month period ended June 30, 2002 and incorporated
herein by reference).
10.10* Noble Drilling Corporation 401(k) Savings Restoration Plan
(filed as Exhibit 10.1 to the Registrant's Registration
Statement on Form S-8 dated January 18, 2001 (No. 333-53912)
and incorporated herein by reference).
10.11* Amendment No. 1 to the Noble Drilling Corporation 401(k)
Savings Restoration Plan (filed as Exhibit 10.1 to
Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-8 (No. 333-53912) and
incorporated herein by reference).
10.12* Noble Drilling Corporation Retirement Restoration Plan dated
April 27, 1995 (filed as Exhibit 10.2 to NDC's Quarterly
Report on Form 10-Q for the three-month period ended March
31, 1995 and incorporated herein by reference).
10.13* Amendment No. 1 to the Noble Drilling Corporation Retirement
Restoration Plan dated January 29, 1998 (filed as Exhibit
10.18 to NDC's Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by reference).
10.14 Guarantee dated August 26, 1994 between Noble Drilling
Corporation and Hibernia Management and Development Company
Ltd. (filed as Exhibit 10.45 to NDC's Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated
herein by reference).
10.15* Form of Indemnity Agreement entered into between Noble
Corporation and each of its directors and officers (filed as
Exhibit 10.1 to the Registrant's Quarterly Report on Form
10-Q for the three-month period ended March 31, 2002 and
incorporated herein by reference).
10.16* Amended and Restated Employment Agreement, dated as of April
30, 2002, by and between Noble Drilling Corporation and
James C. Day (filed as Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).
10.17 Parent Guaranty by Noble Corporation, dated as of April 30,
2002, of Amended and Restated Employment Agreement by and
between Noble Drilling Corporation and James C. Day (filed
as Exhibit 10.3 to the Registrant's Quarterly Report on Form
10-Q for the three-month period ended March 31, 2002 and
incorporated herein by reference).
10.18* Amended and Restated Employment Agreement, dated as of April
30, 2002, by and between Noble Drilling Corporation and
Robert D. Campbell (filed as Exhibit 10.4 to the
Registrant's Quarterly Report on Form 10-Q for the
three-month period ended March 31, 2002 and incorporated
herein by reference).
7
10.19 Parent Guaranty by Noble Corporation, dated as of April 30,
2002, of Amended and Restated Employment Agreement by and
between Noble Drilling Corporation and Robert D. Campbell
(filed as Exhibit 10.5 to the Registrant's Quarterly Report
on Form 10-Q for the three-month period ended March 31, 2002
and incorporated herein by reference).
10.20* Amended and Restated Employment Agreement, dated as of April
30, 2002, by and between Noble Drilling Corporation and Mark
A. Jackson (filed as Exhibit 10.6 to the Registrant's
Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).
10.21 Parent Guaranty by Noble Corporation, dated as of April 30,
2002, of Amended and Restated Employment Agreement by and
between Noble Drilling Corporation and Mark A. Jackson
(filed as Exhibit 10.7 to the Registrant's Quarterly Report
on Form 10-Q for the three-month period ended March 31, 2002
and incorporated herein by reference).
10.22* Amended and Restated Employment Agreement, dated as of April
30, 2002, by and between Noble Drilling Corporation and
Julie J. Robertson (filed as Exhibit 10.8 to the
Registrant's Quarterly Report on Form 10-Q for the
three-month period ended March 31, 2002 and incorporated
herein by reference).
10.23 Parent Guaranty by Noble Corporation, dated as of April 30,
2002, of Amended and Restated Employment Agreement by and
between Noble Drilling Corporation and Julie J. Robertson
(filed as Exhibit 10.9 to the Registrant's Quarterly Report
on Form 10-Q for the three-month period ended March 31, 2002
and incorporated herein by reference).
10.24* Amended and Restated Employment Agreement, dated as of April
30, 2002, by and between Noble Drilling Corporation and
Danny W. Adkins (filed as Exhibit 10.10 to the Registrant's
Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2002 and incorporated herein by reference).
10.25 Parent Guaranty by Noble Corporation, dated as of April 30,
2002, of Amended and Restated Employment Agreement by and
between Noble Drilling Corporation and Danny W. Adkins
(filed as Exhibit 10.11 to the Registrant's Quarterly Report
on Form 10-Q for the three-month period ended March 31, 2002
and incorporated herein by reference).
21.1+ Subsidiaries of the Registrant.
23.1+ Consent of PricewaterhouseCoopers LLP.
23.2** Consent of PricewaterhouseCoopers LLP.
99.1+ Statement of James C. Day Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2+ Statement of Mark A. Jackson Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.3** Financial Statements required by Form 11-K for the fiscal
year ended December 31, 2002 with respect to the Noble
Drilling Corporation 401(k) Savings Plan (including consent
of PricewaterhouseCoopers LLP regarding the incorporation by
reference thereof).
---------------
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit hereto.
** Filed with this Amendment No. 1.
+ 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, 2002.
8