form11-k.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 11-K
 

(Mark One)
 
x           ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2008
 
OR
 
¨   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, INC.
THRIFT AND PROFIT SHARING PLAN
 
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, INC. THRIFT AND PROFIT SHARING PLAN

Index to Financial Statements and Supplemental Schedule


3
 
Financial Statements
 
 
4
 
5
 
6
 
Supplemental Schedule
 
 
13

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, Inc. Thrift and Profit Sharing Plan:

We have audited the accompanying statements of net assets available for benefits of the Noble Energy, Inc. Thrift and Profit Sharing Plan (the Plan) as of December 31, 2008 and 2007, 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, 2008 and 2007, 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, 2008 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 5, 2009



 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
 
             
   
December 31,
  
   
2008
    
2007
  
 Assets
            
Investments, at fair value (Note 4)
   $ 107,207,707     $ 147,021,971  
  Participant loans
      3,428,393        3,077,080  
Receivables
                
Participant contributions receivable
     -       250,243  
Employer contributions receivable
     2,806,175       1,609,404  
Interest and dividends receivable
     2,253       7,021  
Total receivables
     2,808,428       1,866,668
 
Cash, non-interest bearing
     7,680       -  
Total Assets
     113,452,208       151,965,719  
                 
 Liabilities
                
Due to trustee for securities purchased
     115,388       41,172  
Total Liabilities
     115,388       41,172  
Net Assets Available for Benefits, Before Adjustment
     113,336,820       151,924,547  
                 
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
     920,016       179,882  
Net Assets Available for Benefits
   $ 114,256,836     $ 152,104,429  
                 
                 
 The accompanying notes are an integral part of these financial statements.
                
 
 


 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
 
             
   
Year Ended December 31,
  
   
2008
    
2007
  
             
 Investment (Loss) Income
            
Net (depreciation) appreciation in fair value of investments (Note 4)
   $ (49,722,935 )   $ 13,225,534  
  Dividends
     3,002,703       7,303,569  
Participant loan interest
     230,149       197,619  
Interest from other investments
     727,545       840,482  
Net Investment (Loss) Income
     (45,762,538 )     21,567,204  
                 
 Contributions
                
  Participants
     9,949,697       8,507,788  
Rollover
     526,803       709,936  
Employer, net of forfeitures
     8,396,968       6,145,878  
Total Contributions
     18,873,468       15,363,602  
                 
 Deductions
                
Benefits paid to participants
     10,939,778       12,243,187  
Administrative expenses
     18,745       18,225  
Total Deductions
     10,958,523       12,261,412  
                 
 Net (Decrease) Increase in Net Assets Available for Benefits
     (37,847,593 )     24,669,394  
                 
 Net Assets Available for Benefits
                
Beginning of year
     152,104,429       127,435,035  
  End of year
   $ 114,256,836     $ 152,104,429  
                 
                 
 The accompanying notes are an integral part of these financial statements.
                
 
 

 


NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 
Notes to Financial Statements
 
For the Years Ended December 31, 2008 and 2007
 

 
Note 1 – Description of the Plan
 
The following description of the Noble Energy, Inc. 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.
 

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” and “Noble Energy”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
 

Contributions
 
Employees are eligible to participate in the Plan on the first day of employment. Participants may defer up to 50% of their basic compensation, including overtime, subject to the annual limitation established by the Internal Revenue Service (“IRS”) of $15,500 in 2008 and 2007. The Company’s matching contribution percentage is 100% of the participant’s deferrals 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 ($5,000 in 2008 and 2007).  In addition, participants may contribute amounts representing rollovers from other qualified plans. The Company does not match rollovers or catch-up contributions.  

A profit sharing provision was instituted for participants hired after April 30, 2006 and employed by the Company on the last day of the plan year. The profit sharing contribution is calculated based upon the following percentages of a participant’s basic compensation while a covered employee during that year:

   
Percentage of Basic
    
Percentage of Basic
  
   
Compensation while a
    
Compensation while a
  
   
Covered Employee that was
    
Covered Employee that was
  
   
Below the Social Security
    
Above the Social Security
  
Age of Participant
  
Wage Base
    
Wage Base
  
 Under 35
    
4%
       8%  
 At least 35 but under 48
     7%       10%  
 At least 48
     9%       12%  
 

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, Noble Energy 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.



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 distributed in accordance with the provisions of the Plan, as determined by the Noble Energy Employee Benefits Committee (the “Committee”).
 
 
Vesting
 
Participants are immediately vested in their pretax contributions and rollover contributions. Participants become fully vested in employer matching contributions in accordance with the following schedule:

Period of Service
  
Vested
  
Completed by Participant
  
Percentage
  
 Less than 1 year
  
None
  
 At least 1 but less than 2 years
     34%  
 At least 2 but less than 3 years
     67%
 
 3 or more years
     100%  
 
Participants become fully vested in the profit sharing contribution in accordance with the following schedule:

Period of Service
  
Vested
  
Completed by Participant
  
Percentage
  
 Less than 3 years
  
None
  
 3 or more years
     100%  
 
The Plan also provides for participants to be fully vested upon death, permanent disability or completion of an hour of service on or after the Participant’s 65th birthday.

 
Benefits Paid to Participants
 
Distributions are made in lump-sum or installment payments, as elected by a participant, after termination of employment. While employed, a participant may make withdrawals from his or her employer 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 a participant demonstrates a financial hardship. The Plan requires automatic cash outs of account balances less than $1,000 upon termination of employment.
 

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 as of December 31, 2008 ranged from 3.25% to 9.75% and loans are required to be repaid within five years through payroll deductions. Loans beyond a five year maturity represent loans that originated under the Patina Oil & Gas Corporation Profit Sharing and 401(k) Plan prior to its merger into the Plan. Maturity dates on loans outstanding as of December 31, 2008 ranged from January 2, 2009 to July 31, 2024. Repayments of principal and interest are credited to the borrowing participant’s account. Participants may have a maximum of two loans outstanding at a time.

 


Plan Administration
 
The Plan is administered by the Committee. The investment options available under the Plan (other than Noble Energy 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. is the recordkeeper.
 

Noble Energy Common Stock Voting Rights
 
Each participant is entitled to exercise voting rights attributable to the shares of Noble Energy 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.

Note 2 – Significant Accounting Policies
 
Basis of Presentation
 
The accompanying financial statements are prepared on the accrual basis of accounting in conformity with United States generally accepted accounting principles.

As described in FASB Staff Position No. AAG INV-1 and No. 94-4-1, “Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans” (the “FSP”), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required by the FSP, the statement of net assets available for benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis.
 

Use of Estimates
 
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions relating to the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
 

Recently Issued Accounting Pronouncements
 
In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 was effective for fiscal years beginning after December 15, 2006. The Plan’s adoption of FIN 48 on January 1, 2007 did not have a material impact on the statement of net assets available for benefits or statement of changes in net assets available for benefits.


In September 2006, the FASB issues SFAS No. 157, “Fair Value Measurements”, (“SFAS 157”) which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 applies only to fair value measurements already required or permitted by other accounting standards and does not impose requirements for additional fair value measures. SFAS 157 was issued to increase consistency and comparability in reporting fair values. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Plan’s adoption of SFAS 157 on January 1, 2008 did not have a material impact on the statement of net assets available for benefits or statement of changes in net assets available for benefits. See Note 3 – Fair Value Measurements.
 

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. Cash is valued at cost, which approximates fair value.

The Fidelity Managed Income Portfolio is a common/collective trust fund that invests in guaranteed investments contracts (“GICs”) and synthetic GICs and is presented at fair value as well as the adjustment from fair value to contract value.  The fair value of fully benefit-responsive investment contracts is calculated using a discounted cash flow model which considers recent fee bids as determined by recognized dealers, discount rate and the duration of the underlying portfolio securities.

Purchases and sales of investments are recorded on a trade-date basis. Interest is recorded as earned. Dividends are recorded on the ex-dividend date. Net (depreciation) appreciation in fair value of investments includes gains and losses on investments sold during the year as well as appreciation and depreciation of the investments held at the end of the year.

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. 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. As of December 31, 2008 and 2007, there were no outstanding balances related to these lines of credit.
 

Participant Loans
 
Participant loans are recorded at amortized cost.
 

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 Company pays the remaining expenses and fees of the Plan.
 

Benefit Payments
 
Benefits are recorded as paid.
 

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 and profit sharing contributions become a forfeiture upon participant termination for reasons other than retirement, death or permanent disability. The forfeiture balance as of December 31, 2008 and 2007 was $13,095 and $47,658, respectively. Forfeitures are used to restore certain amounts to the accounts of rehired participants and to reduce the Company’s future contributions. Forfeitures utilized to reduce future contributions were $100,000 in each of 2008 and 2007.


 

Note 3 – Fair Value Measurements
 
SFAS 157 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. The Plan uses Level 1 inputs when available as Level 1 inputs generally provide the most reliable evidence of fair value.

Certain investments are reported at fair value on a recurring basis in the statements of net assets available for benefits.  The following methods and assumptions were used to estimate the fair values:

Interest bearing cash, mutual funds, common stocks and other investments – These investments consist of various publicly-traded money market funds, mutual funds and common stock. The fair values are based on quoted market prices.

Common collective trust fund – These investments are public investment vehicles valued using a discounted cash flow model which considers recent fee bids as determined by recognized dealers, discount rate and the duration of the underlying portfolio securities.

Fair value information for investments that are measured at fair value on a recurring basis is as follows at December 31, 2008:
 
   
Fair Value Measurements Using
        
   
Quoted Prices
    
Significant Other
    
Significant
        
   
in Active
    
Observable
    
Unobservable
    
Fair
  
   
Markets
    
Inputs
    
Inputs
    
Value
  
   
(Level 1)
    
(Level 2)
    
(Level 3)
    
Measurement
  
 Interest bearing cash
   $ 2,499,144     $ -     $ -     $ 2,499,144  
Common collective trust fund
     -       17,055,658       -       17,055,658  
 Mutual funds
     56,821,359       -       -       56,821,359  
Noble Energy and other common stocks
     30,826,322       -       -       30,826,322  
 Other investments
     5,224       -       -       5,224  
Total investments, at fair value
   $ 90,152,049     $ 17,055,658     $ -     $ 107,207,707  
 
 

 

 

 

 

 



Note 4 – Investments
 
The Plan held the following investments, which separately represented 5% or more of the Plan’s net assets available for benefits:
 
   
December 31,
  
   
2008
    
2007
  
 Noble Energy common stock
   $ 29,701,325     $ 39,484,572  
 American Funds Growth Fund of America (Class A Shares)
     6,132,853       9,708,598  
 Dodge & Cox Stock Fund
     7,396,945       14,109,869  
 Fidelity Diversified International Fund
     5,900,445       11,274,006  
 Fidelity Managed Income Portfolio (contract value of $17,975,674 and $16,732,125, respectively)
     17,055,658       16,552,243  
 Fidelity Puritan Fund
     6,003,394       8,582,045  
 PIMCO Moderate Duration Fund
     6,991,701       *  
 Spartan US Equity Index Fund
     *       8,181,641  
                 
 * Less than 5% of the Plan's net assets
                
 
As of December 31, 2008 and 2007, approximately 27% and 26% of the Plan’s net assets were invested in shares of Noble Energy common stock, respectively.

The Plan’s investments, including investments bought, sold and held during the year, (depreciated) appreciated in value as follows:
 
   
Year Ended December 31,
  
   
2008
    
2007
  
 Noble Energy common stock
   $ (14,613,482 )   $ 15,297,792  
 Mutual funds
     (33,675,270 )     (2,259,555 )
 Common stocks
     (1,434,183 )     187,297  
 Net (depreciation) appreciation in fair value
   $ (49,722,935 )   $ 13,225,534  
 
 
Note 5 – Tax Status
 
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 IRS dated March 8, 2003. Although the Plan has been amended since the date of the determination letter, the Committee is of the opinion that the Plan meets IRC requirements and continues to be tax-exempt. On January 31, 2008, the Company submitted the Plan to the IRS for a new determination letter.
 

Note 6 – Related-Party Transactions
 
The Plan allows for investment in Noble Energy common stock. The Company is the plan sponsor; therefore, these transactions qualify as related-party transactions.  Total net assets invested in Noble Energy common stock were $29,701,325 and $39,484,572 as of December 31, 2008 and 2007, respectively.

The Plan also invests in money market funds, a common collective trust fund and mutual funds issued by an affiliate of the Trustee; therefore, these transactions qualify as related-party transactions. Total net assets invested in Fidelity funds and cash accounts were $46,487,547 and $62,825,026 as of December 31, 2008 and 2007, respectively.

The above transactions are covered by an exemption from the “prohibited transactions” provisions of ERISA and the IRC.

 

 
 
 


Note 7 - Risks and Uncertainties
 
The Plan, at the direction of the participants, 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.
 
Certain of the funds available for investment by the participants may contain securities with contractual cash flows, such as asset backed securities, collateralized mortgage obligations and commercial mortgage backed securities. The value, liquidity and related income of those securities are sensitive to changes in economic conditions, including real estate value, delinquencies or defaults, or both, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.
 

Note 8 – Reconciliation of Financial Statements to Form 5500
 
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

   
December 31,
    
December 31,
  
   
2008
    
2007
  
 Net assets available for benefits per the financial statements
   $ 114,256,836     $ 152,104,429  
 Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts
     (920,016 )      (179,882 ) 
 Net assets available for benefits per the Form 5500
   $ 113,336,820     $ 151,924,547  
 
The following is a reconciliation of net investment income per the financial statements to the Form 5500:
 
   
Year Ended
    
Year Ended
  
   
December 31,
    
December 31,
  
   
2008
    
2007
  
 Net investment (loss) income per the financial statements
   $ (45,762,538 )   $ 21,567,204  
 Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts December 31, 2008
and 2007
     (920,016 )      (179,882 ) 
 Add: Adjustment from fair value to contract value for fully benefit-responsive investment contracts December 31, 2007
and 2006 
     179,882       167,377  
 Net investment (loss) income per the Form 5500
   $ (46,502,672 )   $ 21,554,699  
 
Fully benefit-responsive investment contracts are recorded on the Form 5500 at fair value but are adjusted to contract value for financial statement presentation.
 
 
12
Schedule 1
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
 
December 31, 2008
  
Identity of issue, borrower,
    
Current
  
lessor, or similar party
Description of investment
  
value
  
   Interest Bearing Cash        
  *  
Fidelity Cash Reserves
Cash
   $ 689,984  
  *  
Fidelity Institutional Money Market Portfolio
Cash
     1,273,636  
  *  
Fidelity Select Money Market Portfolio
Cash
     715  
     
Community Bank of Nevada
Certificate of deposit
     40,556  
     
FirstBank Puerto Rico
Certificate of deposit
     40,000  
     
Fremont Bank
Certificate of deposit
     40,000  
     
GE Money Bank
Certificate of deposit
     22,618  
     
National Bank of South Carolina
Certificate of deposit
     71,085  
     
New York Commercial Bank
Certificate of deposit
     30,000  
     
The PrivateBank
Certificate of deposit
     20,000  
     
Provident Bank
Certificate of deposit
     80,848  
     
Republic Bank
Certificate of deposit
     70,000  
     
The RiverBank
Certificate of deposit
     59,000  
     
SpiritBank
Certificate of deposit
     60,702  
     
Total Interest Bearing Cash
       2,499,144  
                 
     Common Collective Trust Fund          
  *  
Fidelity Managed Income Portfolio
Common collective trust fund
     17,055,658  
     
Total Common Collective Trust Fund
       17,055,658  
                 
     Mutual Funds          
     
American Century Small Company Fund
Mutual fund
     2,100,807  
     
American Funds Growth Fund of America (Class A Shares)
Mutual fund
     6,132,853  
     
Dodge & Cox Stock Fund
Mutual fund
     7,396,945  
     
Dodge & Cox International Stock Fund
Mutual fund
     5,611  
  *  
Fidelity Capital & Income Fund
Mutual fund
     11,178  
  *  
Fidelity China Region Fund
Mutual fund
     2,128  
  *  
Fidelity Convertible Securities Fund
Mutual fund
     2,354  
  *  
Fidelity Diversified International Fund
Mutual fund
     5,900,445  
  *  
Fidelity Dividend Growth Fund
Mutual fund
     4,175,113  
  *  
Fidelity Freedom Income Fund
Mutual fund
     238,672  
  *  
Fidelity Freedom 2000 Fund
Mutual fund
     145,772  
  *  
Fidelity Freedom 2005 Fund
Mutual fund
     96,802  
  *  
Fidelity Freedom 2010 Fund
Mutual fund
     1,113,221  
  *  
Fidelity Freedom 2015 Fund
Mutual fund
     815,945  
  *  
Fidelity Freedom 2020 Fund
Mutual fund
     1,544,199  
  *  
Fidelity Freedom 2025 Fund
Mutual fund
     769,874  
  *  
Fidelity Freedom 2030 Fund
Mutual fund
     866,585  
  *  
Fidelity Freedom 2035 Fund
Mutual fund
     327,344  
  *  
Fidelity Freedom 2040 Fund
Mutual fund
     443,272  
  *  
Fidelity Freedom 2045 Fund
Mutual fund
     89,957  
  *  
Fidelity Freedom 2050 Fund
Mutual fund
     23,271  
  *  
Fidelity Investment Grade Bond Fund
Mutual fund
     1,990  
  *  
Fidelity International Growth Fund
Mutual fund
     1,535  
  *  
Fidelity Puritan Fund
Mutual fund
     6,003,394  
  *  
Fidelity Pacific Basin Fund
Mutual fund
     13,054  
  *  
Fidelity Small Cap Growth Fund
Mutual fund
     5,376  
  *  
Fidelity Select Air Transportation Portfolio
Mutual fund
     15,227  
  *  
Fidelity Select Energy Portfolio
Mutual fund
     901  
  *  
Fidelity Select Food & Agriculture Portfolio
Mutual fund
     21,697  
  *  
Fidelity Strategic Real Return Fund
Mutual fund
     3,615  
  *  
Fidelity Total Bond Fund
Mutual fund
     2,112  
     
Franklin Small Mid-Cap Growth Fund
Mutual fund
     2,302,069  
     
Guinness Atkinson China & Hong Kong Fund
Mutual fund
     1,524  
     
Harding Loevner Emerging Market Portfolio
Mutual fund
     15,191  
     
Heartland Value Fund
Mutual fund
     13,615  
     
Janus Strategic Value Fund
Mutual fund
     14,578  
     
Marsico 21st Century Fund
Mutual fund
     14,984  
     
Navellier Fundamental A Portfolio
Mutual fund
     9,155  
     
Perkins Mid Cap Value Fund
Mutual fund
     4,265,831  
     
PIMCO Moderate Duration Fund
Mutual fund
     6,991,701  
     
PRIMECAP Odyssey Aggressive Growth Fund
Mutual fund
     15,249  
     
Royce Value Plus Investment Class Fund
Mutual fund
     14,182  
  *  
Spartan US Equity Index Fund
Mutual fund
     4,832,521  
     
Third Avenue Value Fund
Mutual fund
     16,836  
     
T. Rowe Price Emerging Europe & Mediterranean Fund
Mutual fund
     7,494  
     
Vanguard Global Equity Fund
Mutual fund
     13,880  
     
Westcore Select Fund
Mutual fund
     17,041  
     
Western Asset Core Portfolio
Mutual fund
     4,259  
     
Total Mutual Funds
       56,821,359  
 
     
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
     
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
  
     
December 31, 2008
  
     
Identity of issue, borrower,
    
Current
  
     
lessor, or similar party
Description of investment
  
value
  
     Common Stocks      
     
Abercrombie & Fitch Co.
Common stock
   $ 2,413  
     
Aeropostale Inc.
Common stock
     6,537  
     
Agnico-Eagle Mines Ltd.
Common stock
     5,133  
     
Akamai Technologies Inc.
Common stock
     1,509  
     
Altria Group Inc.
Common stock
     903  
     
AMDL, Inc.
Common stock
     279  
     
American Eagle Outfitters Inc.
Common stock
     2,922  
     
American Oil and Gas Inc.
Common stock
     860  
     
Apache Corporation
Common stock
     29,812  
     
Ascent Solar Technologies Inc.
Common stock
     30,554  
     
Axsys Technologies, Inc.
Common stock
     16,458  
     
AT&T Inc.
Common stock
     22,800  
     
Bald Eagle Energy Inc.
Common stock
     465  
     
Bank of America Corporation
Common stock
     11,329  
     
Bed Bath & Beyond Inc.
Common stock
     5,186  
     
BioFuel Energy Corp.
Common stock
     1,400  
     
Bravo Venture Group
Common stock
     313  
     
Bronco Drilling Company Inc.
Common stock
     652  
     
Cameron
Common stock
     2,255  
     
Capstead Mortgage Corp.
Common stock
     38  
     
Cell Genesys, Inc.
Common stock
     3,676  
     
Cereplast Inc.
Common stock
     747  
     
Chesapeake Energy Corp.
Common stock
     16,214  
     
Chevron Corp.
Common stock
     47,835  
     
China Sunergy
Common stock
     395  
     
Chipotle Mexican Grill, Inc.
Common stock
     930  
     
Cimarex Energy Co.
Common stock
     2,678  
     
Citigroup Inc.
Common stock
     2,467  
     
Cohen & Steers Select Utility Fund
Common stock
     5,150  
     
Columbus Gold Corp.
Common stock
     128  
     
Compania de Minas Buenaventura
Common stock
     4,017  
     
Corning Inc.
Common stock
     96,235  
     
Crosshair Exploration & Mining Corp.
Common stock
     112  
     
Dendreon Corp.
Common stock
     207,932  
     
Diamond Offshore Drilling Inc.
Common stock
     11,788  
     
Discovery Laboratories, Inc.
Common stock
     2,800  
     
East West Bancorp, Inc.
Common stock
     1,634  
     
Eastmain Resources Inc.
Common stock
     790  
     
ECU Silver Mining Inc.
Common stock
     364  
     
Eden Energy Corp
Common stock
     420  
     
Empire District Electric Company
Common stock
     7,040  
     
Empire Energy Corporation International
Common stock
     300  
     
Energy Select Sector SPDR
Common stock
     1,686  
     
ERHC Energy Inc.
Common stock
     250  
     
ExxonMobil Corp.
Common stock
     47,563  
     
First Trust ISE Water Index Fund
Common stock
     629  
     
Ford Motor Co.
Common stock
     1,053  
     
FortuNet, Inc.
Common stock
     1,710  
     
Freeport-McMoRan Copper & Gold Inc.
Common stock
     9,776  
     
Garmin Ltd.
Common stock
     995  
     
Gasco Energy Inc.
Common stock
     199  
     
General Electric Co.
Common stock
     4,860  
     
General Motors Corporation
Common stock
     320  
     
Geologix Explorations Inc.
Common stock
     223  
     
Geoinformatics Exploration Inc.
Common stock
     21  
     
Gold Fields Ltd.
Common stock
     764  
     
Goldman Sachs Group Inc.
Common stock
     5,529  
     
Goldspring Inc.
Common stock
     1,500  
     
Goodyear Tire & Rubber Co.
Common stock
     597  
     
Google Inc.
Common stock
     15,382  
     
Gran Tierra Energy, Inc.
Common stock
     4,802  
     
Great Basin Gold Ltd.
Common stock
     512  
     
Greenbelt Resources Corporation
Common stock
     300  
     
GreenHunter Energy, Inc.
Common stock
     3,936  
     
Halliburton Company
Common stock
     7,272  
     
HKN, Inc.
Common stock
     309  
     
The Home Deport, Inc.
Common stock
     1,151  
     
iShares Silver Trust
Common stock
     8,064  
     
JPMorgan Chase & Co.
Common stock
     9,872  
     
Johnson & Johnson
Common stock
     6,714  
     
KBR, Inc.
Common stock
     9,120  
     
Key Energy Services Inc.
Common stock
     317  
     
Level 3 Communications Inc.
Common stock
     700  
     
Marathon Oil Corp.
Common stock
     14,167  
     
Mariner Energy, Inc.
Common stock
     1,020  
     
Market Vectors Steel ETF
Common stock
     616  
     
Maverick Oil & Gas Inc.
Common stock
     43  
 
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
 
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
  
 
December 31, 2008
  
 
Identity of issue, borrower,
    
Current
  
 
lessor, or similar party
Description of investment
  
value
  
     Common Stocks        
     
MGM Mirage
Common stock
   $ 1,032  
     
Murphy Oil Corp.
Common stock
     34,825  
     
National City Corporation
Common stock
     2,000  
     
National Oilwell Varco, Incorporated
Common stock
     7,332  
     
National Storm Management Inc.
Common stock
     216  
     
Nike Inc.
Common stock
     10,200  
     
Noble Corporation
Common stock
     2,209  
  *  
Noble Energy, Inc.
Common stock
     29,701,325  
     
Northern Dynasty Minerals Ltd.
Common stock
     2,631  
     
Northwest Biotherapeutics Inc.
Common stock
     1  
     
Oilsands Quest, Inc.
Common stock
     4,015  
     
Particle Drilling Technologies, Inc.
Common stock
     22  
     
Pepsico, Inc.
Common stock
     14,764  
     
Petrohawk Energy Corporation
Common stock
     2,423  
     
Petroleo Brasilero
Common stock
     2,449  
     
PetroSun Inc.
Common stock
     1,283  
     
Pfizer Inc.
Common stock
     16,974  
     
Potash Corp.
Common stock
     1,835  
     
PowerShares DB US Dollar Index Bullish
Common stock
     2,237  
     
PowerShares Dynamic Energy Exploration &
Common stock
        
     
Production Portfolio
Common stock
     1,401  
     
PowerShares Global Nuclear Energy Portfolio
Common stock
     455  
     
PowerShares Global Water Portfolio
Common stock
     2,033  
     
ProShares Ultra S&P 500
Common stock
     1,317  
     
Qiao Xing Universal Telephone Inc.
Common stock
     1,116  
     
Research in Motion Ltd.
Common stock
     812  
     
Rex Energy Corporation
Common stock
     1,176  
     
Samex Mining Corp
Common stock
     91  
     
SandRidge Energy, Inc.
Common stock
     4,674  
     
Sasol Ltd.
Common stock
     3,033  
     
Silver Star Energy Inc.
Common stock
     8  
     
Silver Wheaton Corp.
Common stock
     12,656  
     
Sony Corp.
Common stock
     59,597  
     
Southwestern Energy Co.
Common stock
     17,382  
     
SPDR Gold Trust
Common stock
     7,354  
     
SPDR S&P Metals & Mining ETF
Common stock
     557  
     
SPDR S&P Oil & Gas Exploration & Production ETF
Common stock
     20,775  
     
SPDR S&P Oil & Gas Equipment & Services ETF
Common stock
     11,981  
     
Stericycle Inc.
Common stock
     10,416  
     
Tengasco Inc.
Common stock
     967  
     
Terax Energy Inc.
Common stock
     7  
     
Tesoro Corporation
Common stock
     3,386  
     
Teton Energy Corp.
Common stock
     23,696  
     
TETRA Technologies Inc.
Common stock
     12,075  
     
Tournigan Energy Ltd.
Common stock
     68  
     
Transocean Ltd.
Common stock
     18,900  
     
Ultra Petroleum Corp.
Common stock
     6,971  
     
United Natural Foods, Inc.
Common stock
     7,128  
     
United States Gasoline Fund, LP
Common stock
     487  
     
United States Natural Gas Fund, LP
Common stock
     811  
     
United States Oil Fund, LP
Common stock
     662  
     
United Technologies Corp.
Common stock
     13,737  
     
Vanguard Emerging Markets Stock ETF
Common stock
     4,952  
     
Wachovia Corporation
Common stock
     4,441  
     
XTO Energy Inc.
Common stock
     26,445  
     
XL Capital Ltd.
Common stock
     1,850  
     
Yahoo! Inc.
Common stock
     12,200  
     
Yingli Green Energy Holding Co. Ltd.
Common stock
     5,490  
     
Total Common Stocks
       30,826,322  
                 
     Other Investments          
     
Senior Housing Property Trust
Other investments
     3,584  
     
Williams Coal Seam Gas Royalty Trust
Other investments
     1,640  
     
Total Other Investments
       5,224  
                 
  *  Participant Loans
Interest rates range from
        
       
3.25% to 9.75%; maturities
        
       
from January 2, 2009
        
       
through July 31, 2024
     3,428,393  
     
Total Participant Loans
       3,428,393  
                 
     
Total Investments
     $ 110,636,100  
                 
  *  Represents party-in-interest.          
                 
 
Note: Historical cost information has been omitted for participant-directed investments.
        
                 
 
See accompanying report of independent registered public accounting firm.
        
 

SIGNATURE
 

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.

 
NOBLE ENERGY, INC. THRIFT
 
AND PROFIT SHARING PLAN
     
Date: June 5, 2009
By:
/s/ Andrea Lee Robison
 
Andrea Lee Robison,
 
Vice President, Human Resources of Noble Energy, Inc.



INDEX TO EXHIBIT

Exhibit number
  
Exhibit
     
23.1
  
Consent of Independent Registered Public Accounting Firm


 
17