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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from ................. to ...................
Commission file number 1-13926
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
DIAMOND OFFSHORE 401k PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DIAMOND OFFSHORE DRILLING, INC.
15415 KATY FREEWAY
HOUSTON, TEXAS 77094
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REQUIRED INFORMATION
Item 4.
The financial statements and schedules of the Diamond Offshore 401k
Plan for the fiscal year ended December 31, 2000 (attached)
Exhibits
23.1 Consent of Deloitte & Touche LLP
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AUDITED FINANCIAL STATEMENTS AND SCHEDULES
DIAMOND OFFSHORE 401k PLAN
Years ended December 31, 2000 and 1999 and
Supplemental Schedules for Year ended December 31, 2000
with Report of Independent Auditors
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DIAMOND OFFSHORE 401k PLAN
Audited Financial Statements and Schedules
Years ended December 31, 2000 and 1999
CONTENTS
Report of Independent Auditors................................................................... 1
Financial Statements
Statements of Net Assets Available for Benefits, December 31, 2000 and 1999...................... 2
Statements of Changes in Net Assets Available for Benefits for the Years ended
December 31, 2000, 1999 and 1998....................................................... 3
Notes to Financial Statements.................................................................... 4
ERISA Supplemental Schedule
Schedule of Assets Held for Investment Purposes at End of Year, December 31, 2000................ 7
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INDEPENDENT AUDITORS' REPORT
TO THE PARTICIPANTS AND ADMINISTRATIVE COMMITTEE
OF THE DIAMOND OFFSHORE 401k PLAN
HOUSTON, TEXAS
We have audited the accompanying statements of net assets available for benefits
of the Diamond Offshore 401k Plan (the "Plan") as of December 31, 2000 and 1999,
and the related statements of changes in net assets available for benefits for
each of the three years ended December 31, 2000, 1999 and 1998. 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 in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for each of the three years in the period ended December 31, 2000, 1999 and 1998
in conformity with accounting principles generally accepted in the United States
of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year), December 31, 2000 is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employment Retirement Income
Security Act of 1974. This schedule is the responsibility of the Plan's
management. Such schedule has been subjected to the auditing procedures applied
in our audit of the basic 2000 financial statements and, in our opinion, is
fairly stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
DELOITTE & TOUCHE LLP
June 1, 2001
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DIAMOND OFFSHORE 401k PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
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2000 1999
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INVESTMENTS AT FAIR VALUE:
Mutual funds ............................... $88,274,678 $88,437,584
Company stock .............................. 3,515,377 2,552,069
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Total investments ................ 91,790,055 90,989,653
CONTRIBUTIONS RECEIVABLE:
Employee ................................... 601,660 654,669
Employer ................................... 1,506,131 1,531,022
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Total contributions receivable ... 2,107,791 2,185,691
LOANS TO PARTICIPANTS ............................ 4,592,086 3,597,285
OTHER ASSETS ..................................... 14,543 7,021
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NET ASSETS AVAILABLE FOR BENEFITS ................ $98,504,475 $96,779,650
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SEE NOTES TO FINANCIAL STATEMENTS.
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DIAMOND OFFSHORE 401k PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31,
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2000 1999 1998
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INVESTMENT INCOME:
Dividends and interest .................................................. $ 8,171,860 $ 5,350,459 $ 3,740,948
Net (depreciation) appreciation in fair value of investments ............ (14,807,746) 12,142,679 2,124,346
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Total investment income ........................................... (6,635,886) 17,493,138 5,865,294
CONTRIBUTIONS:
Employee ................................................................ 9,083,837 8,867,035 8,389,378
Employer ................................................................ 6,215,916 6,435,106 5,786,246
Rollover ................................................................ 72,452 20,919 334,664
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Total contributions ............................................... 15,372,205 15,323,060 14,510,288
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Total additions ................................................... 8,736,319 32,816,198 20,375,582
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DEDUCTIONS:
Benefit payments ........................................................ (6,960,433) (5,346,395) (3,631,644)
Miscellaneous expenditures .............................................. (51,061) (264,266) (149,569)
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Total deductions .................................................. (7,011,494) (5,610,661) (3,781,213)
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INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS ............................................................ 1,724,825 27,205,537 16,594,369
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period ..................................................... 96,779,650 69,574,113 52,979,744
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End of period ........................................................... $ 98,504,475 $ 96,779,650 $ 69,574,113
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SEE NOTES TO FINANCIAL STATEMENTS.
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DIAMOND OFFSHORE 401k PLAN
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Diamond Offshore 401k Plan (the "Plan") was established effective
July 1, 1989. Effective January 1, 1997, Diamond Offshore Drilling, Inc. (the
"Company") merged the Arethusa Off-Shore Company Profit Sharing Plan (the
"Arethusa Plan") with and into the Plan. Net assets available for benefits for
the Arethusa Plan were $10,731,913 as of December 31, 1996. In connection with
this merger, the Plan changed trustees from The Dreyfus Trust Company
("Dreyfus") to The Scudder Trust Company ("Scudder") effective January 1, 1997.
The adoption of the Plan in its entirety is intended to comply with the
provisions of Sections 401(a), 401(k) and 401(m) of the Internal Revenue Code
(the "IRC") and applicable regulations thereunder. The Plan is intended to
qualify as a profit-sharing plan in accordance with the requirement of Section
401(a)(27) of the IRC.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS - The financial statements of the Plan are prepared using
the accrual basis of accounting.
INVESTMENTS - Investments are reported in the financial statements at fair
value.
TRUSTEE FEES - Normal recurring trustee fees are paid by the Company, the
Plan's sponsor. Fees paid by the Company were $48,292 and $47,329 for the years
ended December 31, 2000 and 1999, respectively.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires Plan management to make estimates and assumptions that affect the
reported amounts of net assets available for benefits and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of the Plan income and expenses during the reporting
period. Actual results could differ from these estimates.
3. DESCRIPTION OF PLAN
The following description of the Plan provides only general
information. Participants should refer to the Plan agreement for a complete
description of the Plan's provisions.
GENERAL - The Plan is a defined contribution retirement plan for U.S.
employees of the Company and its subsidiaries. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") and
the IRC.
ADMINISTRATION - The Plan is administered by an administrative committee
appointed by the President of the Company.
PARTICIPANTS - Prior to July 1, 1997, any employee of the Company became a
participant of the Plan on the first quarterly entry date (January 1, April 1,
July 1 or October 1) following the completion of one year of service. From July
1, 1997 through December 31, 1998, an employee of the Company became a
participant of the Plan beginning in the month following the completion of a
90-day service period. Effective January 1, 1999, all U.S. employees as of
December 31, 1998 became eligible to participate in the Plan on January 1, 1999.
Employees with an original hire date on or after January 1, 1999, who have
completed one year of service from their date of hire, became or will become a
participant of the Plan.
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CONTRIBUTIONS - The Company makes a profit sharing contribution equal to
3.75% of the employee's qualified yearly earnings and a matching contribution
equal to 25% for every percent the employee contributes up to a maximum of 6%.
In 2000 and 1999, Company contributions were made quarterly. In addition, each
participant may make voluntary contributions of up to 15% of his or her annual
compensation, as defined by the Plan. Employee contributions are made through
payroll deductions.
INVESTMENT FUNDS - The following investment options are available to plan
participants:
Invesco Dynamics Fund (beginning April 2000): This fund invests
primarily in common stocks of U.S. companies traded on national
securities exchanges and over-the-counter.
Scudder Stable Value Fund: This fund invests in high-quality
instruments, including guaranteed investment contracts (GICs), bank
investment contracts (BICs), money market instruments and synthetic
contracts.
Scudder Income Fund: This fund invests primarily in a broad range of
long-term, high-grade, income-producing securities such as corporate
bonds and government securities.
Scudder Balanced Fund: This fund generally maintains a 50%-75%
weighting in common stocks, with the remaining percentage in
investment-grade bonds and other fixed-income investments.
Scudder Growth & Income Fund: This fund's primary investments are
income-producing common and preferred stocks of established
companies. Stocks are divided mainly among the financial,
manufacturing, health care, and consumer staples sectors.
Scudder Stock Index Fund: This collective investment trust invests in
all 500 stocks or in other mutual funds that appropriately mirror the
S&P 500 in their weightings.
MFS Research Fund A: This fund invests at least 80% of its total
assets in common stocks and related securities, such as preferred
stocks, convertible securities and depository receipts.
Templeton Foreign Fund I: This fund generally invests in common
stocks, although it may also invest in preferred stocks and certain
debt instruments, rated or unrated, such as convertible bonds and
bonds selling at a discount. This fund may purchase securities in any
foreign country, developed or developing.
Putnam New Opportunities Fund A: This fund's primary investments are
in common stocks in the following sectors: personal communications,
environmental services, media/entertainment, medical
technology/medical-cost containment, applied advanced technology,
value-oriented consuming and personal finance. This fund may invest
up to 20% of assets in foreign securities.
Diamond Offshore Drilling, Inc. Common Stock: This fund invests in
the common stock of the Company and reinvests dividends of the
Company's stock, if any, into additional shares of the Company.
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
Company's and the participant's contributions and an allocation of the Plan's
earnings. Allocations are based primarily on account balances at specified dates
as provided under the terms of the Plan.
VESTING - Each participant has at all times a fully vested and
nonforfeitable interest in their contributions, the earnings thereon and
contributions made by the Company. Prior to January 1, 1999, matching
contributions made by the Company to participant accounts were vested 100% after
five years of service.
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FORFEITURES - Forfeitures are applied to reduce the Company contributions
to the Plan.
LOANS - Participants may borrow from his or her account up to the lessor
of (i) one-half of the vested value of their accounts or (ii) $50,000. Such
loans bear interest of prime + 1.0%, with varying maturity dates, not exceeding
five years.
PAYMENT OF BENEFITS - Upon separation of service, each participant may
elect to receive the entire account balance in a lump sum payment. As of
December 31, 2000 and 1999, amounts payable to participants who had terminated
or withdrawn from the Plan were $367,230 and $251,151, respectively.
4. INVESTMENTS
The following is a summary of individual Plan assets in excess of 5% of
total Plan assets at December 31, 2000 and 1999:
DECEMBER 31,
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2000 1999
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PRINCIPAL AMOUNT PRINCIPAL AMOUNT
OR NUMBER OF FAIR OR NUMBER OF FAIR
DESCRIPTION OF INVESTMENT UNITS OR SHARES VALUE UNITS OR SHARES VALUE
------------------------- ---------------- ---------------- ---------------- ----------------
Scudder Stable Value Fund 25,638,197 $ 25,638,197 25,186,498 $ 25,186,498
Scudder Growth and Income Fund 577,413 13,944,533 553,558 14,774,467
MFS Research Fund A 580,622 13,923,316 493,509 14,242,655
Putnam New Opportunities Fund A 377,175 22,109,975 273,845 24,908,980
5. PLAN TERMINATION
Although the Company has not expressed any intent to do so, it has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. Upon termination of the
Plan by the Company, the trustee will distribute to each participant the amounts
credited to his or her account. No amount will revert to the Company in the
event of the Plan's termination.
6. FEDERAL INCOME TAXES
The Plan obtained a favorable tax determination letter from the
Internal Revenue Service ("IRS") dated February 25, 1997. It is the opinion of
the Plan administrative committee that the Plan has met, and continues to meet,
all necessary IRS requirements exempting it from federal income taxes;
therefore, no provision for income taxes has been made.
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DIAMOND OFFSHORE 401k PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2000
CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE
Invesco Dynamics Fund Mutual Fund $2,254,655
Scudder Stable Value Fund Mutual Fund 25,638,197
Scudder Income Fund Mutual Fund 1,857,490
Scudder Balanced Fund Mutual Fund 1,357,638
Scudder Growth and Income Fund Mutual Fund 13,944,533
Scudder Stock Index Fund Mutual Fund 3,008,257
MFS Research Fund A Mutual Fund 13,923,316
Templeton Foreign Fund I Mutual Fund 4,180,617
Putnam New Opportunities Fund A Mutual Fund 22,109,975
Diamond Offshore Drilling, Inc.* Common Stock, par value $0.01 3,515,377
Participant Loans* Loans to participants, bearing interest of
Prime +1.0%, with varying maturity dates,
not exceeding five years 4,592,086
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TOTAL $ 96,382,141
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*Party in interest
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Plan administrative committee of the Diamond Offshore 401k Plan
(the "Plan"), which administers the Plan, has duly caused this annual report to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
25th day of June, 2001.
By: /s/ Robert L. Charles
Name: Robert L. Charles
Title: Administrative Committee Member
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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23.1 Consent of Independent Auditors