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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, 2002
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 address of the plan, if different
from that of the issuer named below:
NOBLE ENERGY, INC. 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
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NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Financial Statements and Supplemental Schedule
TABLE OF CONTENTS
PAGE
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Benefits - December 31, 2002 and 2001 2
Statements of Changes in Net Assets Available for Benefits - Years ended
December 31, 2002 and 2001 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULE
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) - December 31, 2002 7
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.
INDEPENDENT AUDITORS' REPORT
The Employee Benefits Committee and Participants
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, 2002 and 2001, 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 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 Noble
Energy, Inc. Thrift and Profit Sharing Plan as of December 31, 2002 and 2001,
and the changes in its net assets available for benefits for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.
Our audits were made 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) 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.
KPMG LLP
Oklahoma City, Oklahoma
May 30, 2003
2
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001
2002 2001
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Assets:
Cash and cash equivalents $ 224,976 112,213
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Investments, at fair value:
Money market funds - short-term 9,539,766 7,994,296
Noble Energy, Inc. common stock 7,694,183 10,089,870
Common stocks 192,961 --
Mutual funds 28,500,534 30,004,286
Loans to participants 2,455,889 2,295,299
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Total investments 48,383,333 50,383,751
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Receivables:
Interest and dividends receivable 341 --
Due from broker for securities sold 702,024 285,185
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Total receivables 702,365 285,185
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Total assets 49,310,674 50,781,149
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Liabilities:
Due to broker for securities purchased 385,177 430,664
Administrative expenses payable -- 1,130
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Total liabilities 385,177 431,794
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Net assets available for benefits $ 48,925,497 50,349,355
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See accompanying notes to financial statements.
2
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2002 and 2001
2002 2001
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Additions to net assets attributed to:
Investment income (loss):
Net depreciation in fair value of investments $ (5,135,168) (5,452,841)
Interest 308,748 593,504
Dividends:
Noble Energy, Inc. common stock 38,954 36,526
Common stocks and mutual funds 3,501 471,876
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Net investment loss (4,783,965) (4,350,935)
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Contributions:
Employer 2,302,157 2,145,188
Participants 3,574,377 3,139,669
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Total contributions 5,876,534 5,284,857
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Total additions 1,092,569 933,922
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Deductions from net assets attributed to:
Benefits paid to participants 2,509,787 4,539,504
Administrative expenses 6,640 82,984
Investment expenses -- 7,858
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Total deductions 2,516,427 4,630,346
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Net decrease (1,423,858) (3,696,424)
Net assets available for benefits, beginning of year 50,349,355 54,045,779
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Net assets available for benefits, end of year $ 48,925,497 50,349,355
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See accompanying notes to financial statements
3
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(1) DESCRIPTION OF THE PLAN
The Noble Energy, Inc. Thrift and Profit Sharing Plan (the Plan), as
amended, 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
(ERISA), as amended.
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.
Employees are eligible to participate in the Plan on the first day of
any calendar month following employment. Participants may contribute up
to 15% of their basic compensation. The employer matching contribution
percentage is 100% of the participant's contribution up to 6% of the
participant's basic compensation, and is funded on a monthly basis.
However, discretionary contributions may be made to the Plan at the
discretion of the President of the Company.
The Plan is to continue indefinitely; however, the right to terminate
participation in the Plan is reserved to each participating company.
Upon notice of termination or permanent suspension of contributions
with respect to all or any one of the participating companies, the
accounts of all participants affected thereby shall become fully
vested, and the balances in their accounts shall be distributed in
accordance with the provisions of the Plan, as determined by the Noble
Energy, Inc. Employee Benefits Committee (the Committee).
The Plan is exempt from federal income taxes under Sections 401 and
501(a) of the Internal Revenue Code and has received a favorable
determination letter from the Internal Revenue Service (IRS) dated
March 8, 2003. Therefore, management of the Company is of the opinion
that the Plan meets IRS requirements and continues to be tax-exempt.
The Plan incorporates the following provisions: (1) participants fully
vest after three years of service (prior January 1, 2002, participants
vested after five years of service), (2) participants may borrow from
the Plan, as discussed below, (3) overtime is included in the
participant's basic compensation, and (4) the Plan provides a
definition of early retirement.
Participating employees have an option as to the manner in which their
contributions may be invested.
A participant may borrow from the Plan up to the lesser of $50,000 or
one-half of the participant's vested account balance. Interest is
charged at the current Prime rate and loans are required to be repaid
within five years through payroll deductions. Repayments of principal
and interest are credited to the borrowing participant's account.
Employer contributions are invested as designated by the participants
in the individual funds.
The Plan is administered by the Committee. Investment decisions are
recommended by a professional investment advisory firm appointed by the
Committee.
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(2) SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements are prepared on the accrual basis
of accounting in conformity with accounting principles generally
accepted in the United States of America.
(a) USE OF ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(b) INVESTMENTS
Investments traded on national securities exchanges are valued
at closing prices on the last business day of the year.
Effective November 1, 2001, Fidelity Investments Institutional
Operations Company, Inc. (Fidelity) was designated the new
trustee of the Plan, replacing BancFirst. Under the terms of
the Plan, Fidelity and BancFirst (the Trustees), on behalf of
the trust fund, are allowed to acquire, hold, and dispose of
the common stock of Noble Energy, Inc.
At December 31, 2002 and 2001, the Plan held the following
investments which separately represented more than 5% of the
Plan's net assets available for benefits:
INVESTMENT SHARES FAIR VALUE
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2002:
Fidelity Dividend Growth Fund 148,812 $ 3,321,476
Fidelity Growth Fund 79,811 2,826,906
Fidelity Puritan Fund 360,830 5,697,500
Fidelity Retirement Money Market Portfolio 9,539,766 9,539,766
Noble Energy, Inc. Common Stock 204,905 7,694,183
PIMCO Moderate Duration Fund 401,266 4,145,080
Spartan US Equity Index Fund 211,582 6,590,792
Loans to participants -- 2,455,889
2001:
Fidelity Dividend Growth Fund 130,845 $ 3,706,826
Fidelity Growth Fund 70,171 3,734,493
Fidelity Puritan Fund 332,976 5,883,693
Fidelity Retirement Money Market Portfolio 7,994,296 7,994,296
Franklin Small-Mid Cap Growth Fund 95,705 2,983,138
Noble Energy, Inc. Common Stock 285,913 10,089,870
PIMCO Moderate Duration Fund 293,203 2,946,693
Spartan US Equity Index Fund 221,250 8,991,588
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(c) EXPENSES OF THE PLAN
Some expenses incurred in the administration of the Plan,
including expenses and fees of the trustees, are charged to
and paid by the Plan.
(d) FORFEITURES
Under the provisions of the Plan, all amounts forfeited as of
the end of that year may be applied to reduce required
employer contributions. Forfeitures amounted to $31,660 and
$14,962 in 2002 and 2001, respectively, and reduced the
required employer contributions.
(3) NET DEPRECIATION IN FAIR VALUE
During 2002 and 2001, the Plan's investments (including investments
bought, sold, and held during the year) appreciated (depreciated) in
value as follows:
2002 2001
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Fair value as determined by quoted market price:
Noble Energy, Inc. common stock $ 409,334 1,982,390
Common stocks (402,008) --
Mutual funds (5,142,494) (7,435,231)
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Net depreciation in fair value $ (5,135,168) (5,452,841)
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Realized gains (losses) are calculated based on proceeds from the sale
of assets and the fair value of the assets at the beginning of the Plan
year or at time of purchase if acquired during the current Plan year.
Unrealized appreciation (depreciation) of investments is calculated
based on the fair value of the assets at the end of the Plan year and
the fair value of the assets at the beginning of the Plan year or at
time of purchase if acquired during the current Plan year. Purchases
and sales of investments are recorded on a trade-date basis.
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2002
IDENTITY OF ISSUER, BORROWER, NUMBER OF CURRENT
LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT SHARES VALUE
----------------------------------------- ---------------------------------------- ---------- ----------------
Money market funds:
* Fidelity Retirement Money
Market Portfolio Money market mutual fund - Short-term 9,539,766 $ 9,539,766
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Common stocks:
* Noble Energy, Inc. 204,905 7,694,183
AOL Time Warner, Inc. 400 5,240
Charter Communications, Inc. 20,000 23,600
Continental Airlines, Inc. 80 580
General Electric Corp. 500 12,175
Halliburton Co. 3,502 65,518
ITT Industries, Inc. 200 12,138
Liberty Media Corp. 100 894
MTC Technologies, Inc. 50 1,265
Northwest Biotherapeutics Company 60 8
Pfizer, Inc. 1,100 33,627
SAP AG 1,000 19,500
Southwest Airlines Co. 100 1,390
Sun Microsystems, Inc. 5,000 15,550
Worldcom, Inc. 12,000 1,476
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7,887,144
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Mutual funds:
Franklin Advisers Franklin Small-Mid Cap Growth Fund 109,857 2,411,351
Morgan Stanley Investments Morgan Stanley Institutional Fund Trust
Mid Cap Growth Portfolio 11,095 131,585
Morgan Stanley Investments NASDAQ 100 Trust Unit Fund 2,800 68,236
Strong Capital Management Strong Opportunity Fund 11,467 329,103
Dodge & Cox Dodge & Cox Stock Fund 20,602 1,814,082
PIMCO Funds PIMCO Moderate Duration Fund 401,266 4,145,080
* Fidelity Investments Fidelity Puritan Fund 360,830 5,697,500
* Fidelity Investments Fidelity Growth Fund 79,811 2,826,906
* Fidelity Investments Fidelity Diversified International Fund 14,178 243,296
* Fidelity Investments Fidelity Dividend Growth Fund 148,812 3,321,476
* Fidelity Investments Fidelity Freedom Income Fund 3,461 36,685
* Fidelity Investments Fidelity Freedom 2000 Fund 1,264 13,915
* Fidelity Investments Fidelity Freedom 2010 Fund 19,282 220,586
* Fidelity Investments Fidelity Freedom 2020 Fund 52,858 562,408
* Fidelity Investments Fidelity Freedom 2030 Fund 7,450 76,284
* Fidelity Investments Fidelity Freedom 2040 Fund 1,920 11,249
* Fidelity Distributors Spartan US Equity Index Fund 211,582 6,590,792
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28,500,534
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* Participant loans Interest rates range from 4.25% to 9.50% 2,455,889
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Total $ 48,383,333
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* Represents party-in-interest.
See accompanying independent auditors' report.
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.
DATED: June 30, 2003
NOBLE ENERGY, INC. THRIFT AND PROFIT
SHARING PLAN
By: /s/ Robert K. Burleson
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Robert K. Burleson, Vice President of
Noble Energy, Inc.
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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23 Consent of KPMG LLP
99 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002