UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

 

 

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2005
OR
o	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to ____________
Commission File No. 001-07964
A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:
NOBLE ENERGY THRIFT AND PROFIT SHARING PLAN 100 Glenborough  Drive, Suite 100 Houston, Texas 77067
B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
NOBLE ENERGY, INC. 100 Glenborough  Drive,  Suite 100 Houston, Texas 77067

 

 

NOBLE ENERGY THRIFT AND PROFIT SHARING PLAN

Table of Contents

 

 

	Page
Report of Independent Registered Public Accounting Firm	1
Financial Statements:
Statements of Net Assets Available for Benefits — December 31, 2005 and 2004	2
Statements of Changes in Net Assets Available for Benefits — Years ended December 31, 2005 and 2004	3
Notes to Financial Statements	4
Supplemental Schedule
Schedule H, Line 4i — Schedule of Assets (Held at End of Year) — December 31, 2005	10

 

 

All other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 

Report of Independent Registered Public Accounting Firm

 

 

The Employee Benefits Committee

Noble Energy Thrift and Profit Sharing Plan:

 

We have audited the accompanying statements of net assets available for benefits of the Noble Energy Thrift and Profit Sharing Plan (the Plan) as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the years then ended. 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 the standards of the Public Company Accounting Oversight Board (United States). 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, 2005 and 2004, and the changes in net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule H, line 4i — schedule of assets (held at end of year) as of December 31, 2005 is presented for purposes 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 Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/KPMG LLP

Houston, Texas
June 23, 2006

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NOBLE ENERGY THRIFT AND PROFIT SHARING PLAN

Statements of Net Assets Available for Benefits

December 31, 2005 and 2004

 

		2005			2004
Assets:
Cash, non-interest bearing		$	—		23,221
Investments, at fair value (note 2)		77,800,070			69,204,948
Interest and dividends receivable		1,230			550
Net assets available for benefits		$	77,801,300		69,228,719

 

See accompanying notes to financial statements.

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NOBLE ENERGY THRIFT AND PROFIT SHARING PLAN

Statements of Changes in Net Assets Available for Benefits

Years ended December 31, 2005 and 2004

 

		2005			2004
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments (note 3)		$	3,952,924		5,605,574
Dividends		1,844,848			1,502,430
Participant loan interest		99,721			111,109
Interest from other investments		269,246			105,459
Net investment income		6,166,739			7,324,572
Contributions:
Participants		4,229,691			3,730,724
Rollover		587,406			77,992
Employer, net of forfeitures		2,577,755			2,350,748
Total contributions		7,394,852			6,159,464
Total additions		13,561,591			13,484,036
Deductions from net assets attributed to:
Benefits paid to participants		4,976,375			7,653,177
Administrative expenses		12,635			12,125
Total deductions		4,989,010			7,665,302
Net increase		8,572,581			5,818,734
Net assets available for benefits, beginning of year		69,228,719			63,409,985
Net assets available for benefits, end of year		$	77,801,300		69,228,719

 

See accompanying notes to financial statements.

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NOBLE ENERGY THRIFT AND PROFIT SHARING PLAN

Notes to Financial Statements

December 31, 2005 and 2004

(1)                     Description of the Plan

The following description of the Noble Energy Thrift and Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.

(a)                      General

The Plan is a defined contribution plan covering certain employees who have completed specified terms of service with Noble Energy, Inc., formerly Noble Affiliates, Inc., and its wholly owned subsidiaries (collectively referred to as the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

The Plan is exempt from federal income taxes under Sections 401 (a) and 501 (a) of the Internal Revenue Code of 1986, as amended, (IRC) and has received a favorable determination letter from the Internal Revenue Service (IRS) dated March 8, 2003. The Plan has been amended since the date of the determination letter. However, the Plan Administrator is of the opinion that the Plan meets IRS requirements and continues to be tax-exempt.

(b)                      Contributions

Employees are eligible to participate in the Plan on the first day of employment. Participants may contribute up to 15% of their basic compensation, including overtime, subject to the annual limitation established by the IRS ($14,000 in 2005 and $13,000 in 2004). The Company matching contribution percentage is 100% of the participant’s contribution up to 6% of the participant’s basic compensation and is funded subsequent to each pay period. Participants who are age 50 or older are eligible to contribute catch-up contributions, subject to certain IRS limits ($4,000 in 2005 and $3,000 in 2004). Catch-up contributions are not matched by the Company. Discretionary contributions may be made to the Plan at the discretion of the President of the Company. There were no discretionary contributions during 2005 or 2004. In addition, participants may contribute amounts representing rollovers from other qualified plans or from an individual retirement account.

(c)                       Participant Account

Participating employees have an option as to the manner in which their employee and employer contributions may be invested. Participants may direct their accounts into a money market fund, various mutual funds, Company common stock as well as other publicly traded securities through a self-directed brokerage feature. Participant accounts are valued daily. Allocations of net earnings are based on account balances as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

(d)                      Plan Termination

The Plan is intended to continue indefinitely; however, the right to terminate participation in the Plan is reserved to each participating company. Upon termination or permanent suspension of contributions with respect to all or any one of the participating companies, the accounts of all participants affected thereby will become fully vested, and the balances in their accounts will be

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distributed in accordance with the provisions of the Plan, as determined by the Noble Energy, Inc. Employee Benefits Committee (the Committee).

(e)                       Vesting

Participants are immediately vested in their pretax contributions and rollover contributions. Participants become fully vested in Company matching contributions upon completion of a three year period of service (or five years if the participant has not performed an hour of service after December 31, 2001). The Plan also provides for participants to be fully vested upon death, disability or completion of an hour of service after the Participant’s 65th birthday.

(f)                         Benefits Paid to Participants

Distributions are made in lump-sum or installment payments, as elected by the participant, after termination of employment. While employed, a participant may make withdrawals from his or her Company or employee contribution accounts (as allowed under IRS regulations) subject to certain restrictions described in the Plan. Certain restrictions associated with withdrawals may be waived in the event the participant demonstrates a financial hardship. Effective March 28, 2005, the Plan was amended to require automatic cash outs of account balances less than $1,000 upon termination of employment.

(g)                      Participant Loans

A participant may borrow from the Plan up to the lesser of $50,000 reduced by the highest outstanding loan balance in the previous 12 months or one-half of the participant’s vested account balance. Interest is charged at the current prime rate. Interest rates on outstanding loans at December 31, 2005 ranged from 4% to 9% and loans are required to be repaid within five years through payroll deductions. Maturity dates on loans outstanding at December 31, 2005 ranged from January 3, 2006 to November 30, 2010. Repayments of principal and interest are credited to the borrowing participant’s account. Participants may borrow a maximum of two loans at a time.

(h)                      Plan Administration

The Plan is administered by the Committee. The investment options available under the Plan (other than Company common stock and those selected by a participant under the Plan’s self-directed brokerage feature) are recommended by a professional investment advisory firm appointed by the Committee. Fidelity Management Trust Company (the Trustee) serves as Trustee of the Plan. Fidelity Investments Institutional Operations Company, Inc. (Fidelity) is the recordkeeper.

(2)                     Significant Accounting Policies

The accompanying financial statements are prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles.

(a)                      Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts

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of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

(b)                      Valuation of Investments and Income Recognition

Investments traded on national securities exchanges are valued at closing prices on the last business day of the year. The common/collective trust fund is valued at fair value as determined by the issuer of the common/collective trust fund. Investments are accounted for on a trade-date basis. Participant loans and cash are valued at cost, which approximates fair value. Interest is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation in fair value of investments includes gains and losses on investments sold during the year as well as appreciation (depreciation) of the investments held at the end of the year.

The Fidelity Managed Income Portfolio invests primarily in guaranteed investment contracts (GICs) and synthetic GICs. The GICs and synthetic GICs are fully benefit responsive and recorded at contract value, which approximates fair value. Contract value is determined based on invested principal plus interest thereon. The effective yield of the common/collective trust fund was 3.8% for the year ended December 31, 2005.

Under the terms of the Plan, the Trustee, on behalf of the trust fund, is allowed to acquire, hold, and dispose of the common stock of Noble Energy, Inc. In the event that trading transactions in the stock fund exceed the cash portion of the stock fund, the trust has arranged to utilize lines of credit to facilitate transactions. At December 31, 2005 there were no outstanding balances related to these lines of credit.

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As of December 31, 2005 and 2004, the Plan held the following investments, which separately represented more than 5% of the Plan’s net assets available for benefits:

 

(c)                   Expenses of the Plan

Certain Plan administration expenses, such as loan maintenance fees and check fees, are charged to and paid by the participants requesting the transaction. The remaining expenses and fees are paid by the Company.

(d)                  Benefit Payments

Benefits are recorded as paid.

(e)                   Forfeitures

When a participant terminates employment, he or she is entitled to withdraw his or her total vested account balance. The non-vested percentage of the Company’s matching contribution shall become a forfeiture upon participants termination for reasons other than retirement, death or permanent disability. Forfeitures are used to reduce future Company matching contributions. Forfeitures utilized in 2005 and 2004 were $0 and $22,447, respectively. The forfeiture balance at December 31, 2005 and 2004 was $32,419 and $3,441, respectively.

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(f)       Risks and Uncertainties

The Plan may invest in various types of investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.

(g)      Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation.

(3)                  Net Appreciation (Depreciation) in Fair Value

During 2005 and 2004, the Plan’s investments, including investments bought, sold, and held during the year, appreciated (depreciated) in value as follows:

 

		2005			2004
Noble Energy, Inc. common stock		$	2,029,759		2,237,532
Common stocks		52,016			(56,635	)
Mutual funds		1,871,149			3,424,677
Net appreciation in fair value		$	3,952,924		5,605,574

 

(4)                  Noble Energy, Inc. Common Stock Voting Rights

Each participant is entitled to exercise voting rights attributable to the shares of Noble Energy, Inc. common stock allocated to his or her account and is notified by the Trustee prior to the time that such rights are to be exercised. If the participant does not exercise these rights, the shares are voted by the Trustee as directed by the Committee.

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(5)                  Concentration of Investments

The Plan’s investment in shares of Noble Energy, Inc. common stock represents 13.7% and 10.7% of total investments as of December 31, 2005 and 2004, respectively. Noble Energy, Inc. is engaged in oil and gas exploration and production.

(6)                  Related-Party Transactions

The Plan allows for investment in the Company’s common stock. The Plan also invests in a money market fund, common/collective trust fund, and mutual funds issued by an affiliate of the Trustee. The Company is the Plan sponsor and Fidelity Management Trust Company is the Plan’s trustee; therefore, these transactions qualify as related-party transactions. These transactions are covered by an exemption from the “prohibited transactions” provisions of ERISA and the IRC.

(7)                  Subsequent Events

As a result of the Company’s acquisition of Patina Oil & Gas Corporation on May 16, 2005, the Patina Oil & Gas Corporation Profit Sharing and 401(k) Plan (the Patina Plan) will be merged into the Plan effective April 3, 2006. Participants in the Patina Plan become eligible to participate in the Plan beginning in January 1, 2006.

The plan was amended and restated as of January 1, 2006. Significant changes include: 1) Participants may contribute up to 50% of their basic compensation, including overtime, subject to the annual limitation established by the IRS, 2) A new profit sharing provision was instituted for participants hired after April 30, 2006 in which participants become fully vested after 5 years of service, 3) The vesting schedule for Company matching contributions was adjusted to be in accordance with the following schedule:

 

 

4) For the period of time from April 3, 2006 and ending May 1, 2006, the forms of benefit payments available under the Plan for the distribution of a benefit due to or with respect to a participant who was a participant in the Patina Plan on March 26, 2006, shall include the optional forms of distributions that were available under the provisions of the Patina Plan on April 2, 2006. If a distribution is commenced during the period of time from April 3, 2006 and ending May 1, 2006 and is not complete at time of initial transfer, the form of distribution shall continue to be made to the participant under this Plan.

Effective January 1, 2006, the Plan’s name was changed to the Noble Energy, Inc. Thrift and Profit Sharing Plan.

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NOBLE ENERGY THRIFT AND PROFIT SHARING PLAN

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2005

 

 

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*   Represents party-in-interest.

Note: Historical cost information has been omitted for participant-directed investments.

 

 

See accompanying report of independent registered public accounting firm.

 

11

SIGNATURES

 

 

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee (or person who administers the employee benefit plan), has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 27, 2006	NOBLE ENERGY THRIFT
	AND PROFIT SHARING PLAN
	BY:	/s/Robert K. Burleson
	Robert K. Burleson, Senior Vice
	President of Noble Energy Inc.

 

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INDEX TO EXHIBIT

	Exhibit number						Description
	23.1		Consent of Independent Registered Public Accounting Firm

 

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