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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, 2003
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
TABLE OF CONTENTS
PAGE
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002 2
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2003 and 2002 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULE
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2003 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.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2003 and 2002, 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 Noble
Energy, Inc. Thrift and Profit Sharing Plan as of December 31, 2003 and 2002,
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 performed 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.
Oklahoma City, Oklahoma
June 3, 2004
1
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002
2003 2002
---- ----
Assets:
Cash and cash equivalents $ 418,028 224,976
----------- ----------
Investments, at fair value (note 2):
Money market funds - short-term 10,393,560 9,539,766
Noble Energy, Inc. common stock 7,309,713 7,694,183
Common stocks 347,613 192,961
Mutual funds 42,374,409 28,500,534
Loans to participants 2,442,890 2,455,889
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Total investments 62,868,185 48,383,333
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Receivables:
Interest and dividends receivable 107 341
Due from broker for securities sold 165,904 702,024
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Total receivables 166,011 702,365
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Total assets 63,452,224 49,310,674
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Liabilities:
Due to broker for securities purchased 42,239 385,177
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Total liabilities 42,239 385,177
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Net assets available for benefits $63,409,985 48,925,497
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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, 2003 and 2002
2003 2002
---- ----
Additions to net assets attributed to:
Investment income (loss):
Net appreciation (depreciation) in fair value
of investments (note 3) $ 9,549,800 (5,135,168)
Interest 233,150 308,748
Dividends:
Noble Energy, Inc. common stock 36,136 38,954
Common stocks and mutual funds 2,637 3,501
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Net investment income (loss) 9,821,723 (4,783,965)
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Contributions:
Participants 3,872,019 3,574,377
Employer 2,412,280 2,302,157
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Total contributions 6,284,299 5,876,534
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Total additions 16,106,022 1,092,569
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Deductions from net assets attributed to:
Benefits paid to participants 1,612,936 2,509,787
Administrative expenses 8,598 6,640
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Total deductions 1,621,534 2,516,427
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Net increase (decrease) 14,484,488 (1,423,858)
Net assets available for benefits, beginning of year 48,925,497 50,349,355
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Net assets available for benefits, end of year $63,409,985 48,925,497
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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, 2003 and 2002
(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 document 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, subject to annual limitation established by
the Internal Revenue Service (IRS). The employer 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. 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 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 to 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. On termination of service due to death, disability,
retirement, or other reasons, a participant will receive a lump-sum amount
equal to the value of the participant's vested interest in his or her
account.
Participating employees have an option as to the manner in which their
contributions may be invested. Employer contributions are invested as
designated by the participants in the individual funds.
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.
The Plan is administered by the Committee. Investment decisions are
recommended by a professional investment advisory firm appointed by the
Committee.
4
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(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. Investments are
accounted for on a trade-date basis. Participant loans and cash are
valued at cost, which approximates fair value.
Fidelity Investments Institutional Operations Company, Inc.
(Fidelity) is the trustee of the Plan. Under the terms of the Plan,
Fidelity (the Trustee), on behalf of the trust fund, is allowed to
acquire, hold, and dispose of the common stock of Noble Energy, Inc.
As of December 31, 2003 and 2002, 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
---------- ------ ----------
2003
Fidelity Dividend Growth Fund 174,032 $ 4,751,060
Fidelity Growth Fund 98,703 4,942,055
Fidelity Puritan Fund 394,212 7,281,089
Fidelity Retirement Money Market Portfolio 10,393,560 10,393,560
Noble Energy, Inc. Common Stock 164,522 7,309,713
PIMCO Moderate Duration Fund 438,159 4,534,946
Spartan US Equity Index Fund 217,381 8,567,002
Loan to participants -- 2,442,890
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
5
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(c) EXPENSES OF THE PLAN
Some expenses and fees incurred in the administration of the Plan
are charged to and paid by the Plan. The remaining expenses and fees
are paid by the Company including expenses and fees of the trustee.
(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 $14,439 and $31,660 in 2003
and 2002, respectively, and reduced the required employer
contributions.
(e) 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.
(3) NET APPRECIATION (DEPRECIATION) IN FAIR VALUE
During 2003 and 2002, the Plan's investments, including investments
bought, sold, and held during the year, appreciated (depreciated) in value
as follows:
2003 2002
---- ----
Noble Energy, Inc. common stock $1,495,729 409,334
Common stocks 109,359 (402,008)
Mutual funds 7,944,712 (5,142,494)
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Net appreciation (depreciation) in fair value $9,549,800 (5,135,168)
========== ==========
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.
6
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2003
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 10,393,560 $10,393,560
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Common stocks:
Charter Communications, Inc. Common Stock 20,000 80,400
Cree Inc. Common Stock 150 2,653
General Electric Corp. Common Stock 500 15,490
IMAX Corp. Common Stock 250 1,977
ITT Industries, Inc. Common Stock 200 14,842
Johnson & Johnson Inc. Common Stock 50 2,583
Matrix Service Co. Common Stock 90 1,630
Microsoft Corp. Common Stock 100 2,737
NASDAQ 100 Trust Shares Common Stock 1,000 36,460
* Noble Energy, Inc. Common Stock 164,522 7,309,713
Nokia Corporation Common Stock 600 10,200
Northwest Biotherapeutics Company Common Stock 60 10
Pfizer, Inc. Common Stock 526 18,585
Procter & Gamble Co. Common Stock 200 19,976
Southwest Airlines Co. Common Stock 3,475 56,090
Sun Microsystems, Inc. Common Stock 10,000 44,700
Williams Cos., Inc. Common Stock 4,000 39,280
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7,657,326
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Mutual funds:
Franklin Small-Mid Cap Growth Fund Mutual Fund 124,394 3,759,186
Janus Mid Cap Value Institutional Mutual Fund 43,390 884,716
Strong Opportunity Fund Mutual Fund 21,377 843,335
Dodge & Cox Stock Fund Mutual Fund 31,897 3,642,480
PIMCO Moderate Duration Fund Mutual Fund 438,159 4,534,946
* Fidelity Puritan Fund Mutual Fund 394,212 7,281,089
* Fidelity Growth Fund Mutual Fund 98,703 4,942,055
* Fidelity Diversified International Fund Mutual Fund 22,532 543,475
* Fidelity Dividend Growth Fund Mutual Fund 174,032 4,751,060
* Fidelity Freedom Income Fund Mutual Fund 17,429 193,285
* Fidelity Freedom 2000 Fund Mutual Fund 7,793 91,800
* Fidelity Freedom 2010 Fund Mutual Fund 66,686 868,255
* Fidelity Freedom 2020 Fund Mutual Fund 90,923 1,183,823
* Fidelity Freedom 2030 Fund Mutual Fund 21,754 281,714
* Fidelity Freedom 2040 Fund Mutual Fund 819 6,188
* Spartan US Equity Index Fund Mutual Fund 217,381 8,567,002
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42,374,409
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* Participant loans Interest rates range from 4.25% to 9.50% 2,442,890
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Total $62,868,185
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* Represents party-in-interest.
Note: Historical cost information has not been provided because all investments
are participant directed.
See accompanying independent auditors' report.
7
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 28, 2004
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