UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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, 2004 |
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 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
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Table of Contents
| Page | ||||||||
| 1 | ||||||||
Financial Statements: |
||||||||
| 2 | ||||||||
| 3 | ||||||||
| 4 | ||||||||
Supplemental Schedule |
||||||||
| 8 | ||||||||
| Consent of KPMG LLP | ||||||||
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, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. 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, 2004 and 2003, and the changes in its net assets available for benefits for the year ended December 31, 2004 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, 2004 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 29, 2005
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
| 2004 | 2003 | |||||||
Assets: |
||||||||
Cash, non-interest bearing |
$ | 23,221 | — | |||||
Investments, at fair value (note 2): |
||||||||
Cash, interest bearing |
458,320 | 418,028 | ||||||
Money market fund — short-term |
9,821,029 | 10,393,560 | ||||||
Noble Energy, Inc. common stock |
7,370,404 | 7,309,713 | ||||||
Common stocks |
437,121 | 347,613 | ||||||
Mutual funds |
49,042,284 | 42,374,409 | ||||||
Loans to participants |
2,075,790 | 2,442,890 | ||||||
Total investments |
69,204,948 | 63,286,213 | ||||||
Receivables: |
||||||||
Interest and dividends receivable |
550 | 107 | ||||||
Due from broker for securities sold |
— | 165,904 | ||||||
Total receivables |
550 | 166,011 | ||||||
Total assets |
69,228,719 | 63,452,224 | ||||||
Liabilities: |
||||||||
Due to broker for securities purchased |
— | 42,239 | ||||||
Total liabilities |
— | 42,239 | ||||||
Net assets available for benefits |
$ | 69,228,719 | 63,409,985 | |||||
See accompanying notes to financial statements.
2
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Additions to net assets attributed to: |
||||
Investment income: |
||||
Net appreciation in fair value of investments (note 3) |
$ | 5,605,574 | ||
Interest and dividends |
1,718,998 | |||
Net investment income |
7,324,572 | |||
Contributions: |
||||
Participants |
3,730,724 | |||
Rollover |
77,992 | |||
Employer, net of forfeitures |
2,350,748 | |||
Total contributions |
6,159,464 | |||
Total additions |
13,484,036 | |||
Deductions from net assets attributed to: |
||||
Benefits paid to participants |
7,653,177 | |||
Administrative expenses |
12,125 | |||
Total deductions |
7,665,302 | |||
Net increase |
5,818,734 | |||
Net assets available for benefits, beginning of year |
63,409,985 | |||
Net assets available for benefits, end of year |
$ | 69,228,719 | ||
See accompanying notes to financial statements.
3
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
| (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, as amended (ERISA). | ||||
| 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, including overtime, subject to the 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. Participants who are age 50 or older are eligible to contribute catch-up contributions which 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 2004. | ||||
| Participating employees have an option as to the manner in which their contributions and employer contributions may be invested. Participants may direct their accounts into a money market fund, various mutual funds, Company common stock and other publicly traded securities through a self-directed brokerage feature. At each valuation date, participants’ accounts for each investment option are credited with their share of the investment income and charged with investment losses and administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. | ||||
| 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, Inc. Employee Benefits Committee (the Committee). | ||||
| The Plan is exempt from federal income taxes under Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended, 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, (2) participants may borrow from the Plan, as discussed below, and (3) 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. | ||||
(Continued)
4
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2004 and 2003
| 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, 2004 ranged from 4% to 5.25% 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. The mutual fund investment options being made available under the Plan (other than 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. | ||||
| (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 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. 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. | ||||
| Fidelity Investments Institutional Operations Company, Inc. (Fidelity) is the record keeper of the Plan. Under the terms of the Plan, Fidelity Management Trust Company (the Trustee), on behalf of the trust fund, is allowed to acquire, hold, and dispose of the common stock of Noble Energy, Inc. | ||||
(Continued)
5
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2004 and 2003
As of December 31, 2004 and 2003, 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 | ||||||
2004: |
||||||||
Dodge & Cox Stock Fund |
57,980 | $ | 7,550,146 | |||||
Fidelity Dividend Growth Fund |
159,198 | 4,535,544 | ||||||
Fidelity Growth Company Fund |
96,011 | 5,383,334 | ||||||
Fidelity Puritan Fund |
445,354 | 8,439,461 | ||||||
Fidelity Retirement Money Market Portfolio |
9,821,029 | 9,821,029 | ||||||
Franklin Small Mid-Cap Growth Fund |
108,830 | 3,717,621 | ||||||
Noble Energy, Inc. common stock |
119,533 | 7,370,404 | ||||||
PIMCO Moderate Duration Fund |
426,227 | 4,402,929 | ||||||
Spartan US Equity Index Fund |
172,557 | 7,395,809 | ||||||
2003: |
||||||||
Fidelity Dividend Growth Fund |
174,032 | $ | 4,751,060 | |||||
Fidelity Growth Company 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 | ||||||
| (c) | Expenses of the Plan | |||
| Certain Plan administration expenses are charged to and paid by the Plan. The remaining expenses and fees are paid by the Company. | ||||
| (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 utilized during 2004 to reduce employer contributions were $22,447. | ||||
| (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. | ||||
| (f) | Benefits Paid to Participants | |||
| Benefits paid to participants are recorded as paid. | ||||
(Continued)
6
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2004 and 2003
| (g) | Reclassification | |||
| Certain prior year amounts have been reclassified within the statement of Net Assets Available for Benefits to conform to the current year presentation. | ||||
| (3) | Net Appreciation (Depreciation) in Fair Value | |||
| During 2004, the Plan’s investments, including investments bought, sold, and held during the year, appreciated (depreciated) in value as follows: | ||||
| 2004 | ||||
Noble Energy, Inc. common stock |
$ | 2,237,532 | ||
Common stocks |
(56,635 | ) | ||
Mutual funds |
3,424,677 | |||
Net appreciation in fair value |
$ | 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. | ||||
| (5) | Concentration of Investments | |||
| The Plan’s investment in shares of Noble Energy, Inc. common stock represents 10.7% and 11.6% of total investments as of December 31, 2004 and 2003, respectively. | ||||
| (6) | Party-in-Interest Transactions | |||
| The Plan allows for investment in the Company’s common stock. The Plan also invests in a money market fund and mutual funds issued by Fidelity Investments, a party related to the Trustee. The Company is the Plan sponsor and Fidelity Management Trust Company is the Plan’s trustee; therefore, these transactions qualify as party-in-interest. These transactions are covered by an exemption from the “prohibited transactions” provisions of ERISA and the Internal Revenue Code of 1986, as amended. | ||||
| (7) | Subsequent Events | |||
| As a result of the Company’s acquisition of Patina Oil & Gas Corporation on May 16, 2005, it is anticipated that the employees that are currently covered by Patina Oil & Gas Corporation Profit Sharing & Savings Plan and Trust will become eligible to participate in the Noble Energy, Inc. Thrift and Profit Sharing Plan beginning in 2006. | ||||
7
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2004
| Identity of issue, borrower, | Number of | Current | ||||||||||
| lessor, or similar party | Description of investment | shares | value | |||||||||
| Cash, interest bearing: | ||||||||||||
*
|
Fidelity Cash Reserves | Cash | 458,320 | $ | 458,320 | |||||||
| Money market funds – short-term: | ||||||||||||
*
|
Fidelity Retirement Money | |||||||||||
| Market Portfolio | Money market fund - short-term |
9,821,029 | 9,821,029 | |||||||||
| Common stocks: | ||||||||||||
| AMDL Inc | Common stock | 950 | 741 | |||||||||
| Apollo Group Inc | Common stock | 200 | 16,142 | |||||||||
| Charter Communications Inc | Common stock | 10,000 | 22,400 | |||||||||
| Clarient Inc | Common stock | 3,000 | 6,480 | |||||||||
| Environmental Remediation | ||||||||||||
| Holding Corporation | Common stock | 2,400 | 1,080 | |||||||||
| Forbes Mede-Tech Inc | Common stock | 1,000 | 2,710 | |||||||||
| Home Depot Inc | Common stock | 50 | 2,151 | |||||||||
| IMAX Corp | Common stock | 250 | 2,062 | |||||||||
| Johnson & Johnson | Common stock | 102 | 6,464 | |||||||||
| LSI Logic Corp | Common stock | 16,000 | 87,680 | |||||||||
| Lucent Technologies Inc | Common stock | 1,000 | 3,760 | |||||||||
| Microsoft Corp | Common stock | 524 | 13,991 | |||||||||
*
|
Noble Energy, Inc. | Common stock | 119,533 | 7,370,404 | ||||||||
| Northwest Biotherapeutics Inc | Common stock | 60 | 2 | |||||||||
| PMC-Sierra Inc | Common stock | 10,000 | 112,500 | |||||||||
| Pepsico Inc | Common stock | 250 | 13,050 | |||||||||
| Pfizer Inc | Common stock | 537 | 14,442 | |||||||||
| Procter & Gamble Co | Common stock | 400 | 22,032 | |||||||||
| QualComm Inc | Common stock | 20 | 848 | |||||||||
| Rambus Inc | Common stock | 1,000 | 23,000 | |||||||||
| Randgold & Exploration ADR | Common stock | 450 | 779 | |||||||||
| Silver Star Energy Inc | Common stock | 1,825 | 2,044 | |||||||||
| Sirius Satellite Radio Inc | Common stock | 5,450 | 41,529 | |||||||||
| Southwest Airlines Co | Common stock | 351 | 5,708 | |||||||||
| State Street Corp | Common stock | 100 | 4,912 | |||||||||
| StreetTRACKS Gold Shares | Common stock | 75 | 3,285 | |||||||||
| Trinity Biotech PLC Sponsored ADR | Common stock | 3,000 | 8,880 | |||||||||
| United Technologies Corp | Common stock | 30 | 3,101 | |||||||||
| Walgreen Company | Common stock | 400 | 15,348 | |||||||||
| 7,807,525 | ||||||||||||
| Mutual funds: | ||||||||||||
| American Century Small Company | Mutual fund | 156,694 | 1,596,716 | |||||||||
| Dodge & Cox Stock Fund | Mutual fund | 57,980 | 7,550,146 | |||||||||
*
|
Fidelity Puritan Fund | Mutual fund | 445,354 | 8,439,461 | ||||||||
*
|
Fidelity Growth Company Fund | Mutual fund | 96,011 | 5,383,334 | ||||||||
*
|
Fidelity Diversified International Fund | Mutual fund | 50,835 | 1,455,913 | ||||||||
*
|
Fidelity Dividend Growth Fund | Mutual fund | 159,198 | 4,535,544 | ||||||||
*
|
Fidelity Freedom Income Fund | Mutual fund | 22,860 | 257,627 | ||||||||
*
|
Fidelity Freedom 2000 Fund | Mutual fund | 9,207 | 111,226 | ||||||||
*
|
Fidelity Freedom 2010 Fund | Mutual fund | 57,166 | 778,598 | ||||||||
*
|
Fidelity Freedom 2020 Fund | Mutual fund | 82,356 | 1,149,694 | ||||||||
*
|
Fidelity Freedom 2030 Fund | Mutual fund | 21,668 | 305,085 | ||||||||
*
|
Fidelity Freedom 2040 Fund | Mutual fund | 1,778 | 14,705 | ||||||||
(continued)
8
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2004
| Identity of issue, borrower, lessor, or similar party |
Description of investment | Number
of shares |
Current value | |||||||||
| Franklin Small-Mid Cap Growth Fund | Mutual fund | 108,830 | $ | 3,717,621 | ||||||||
| Guinness Atkinson China & Hong Kong | Mutual fund | 144 | 2,677 | |||||||||
| Janus Mid Cap Value Institutional | Mutual fund | 88,058 | 1,945,199 | |||||||||
| PIMCO Moderate Duration Fund | Mutual fund | 426,227 | 4,402,929 | |||||||||
*
|
Spartan US Equity Index Fund | Mutual fund | 172,557 | 7,395,809 | ||||||||
| 49,042,284 | ||||||||||||
*
|
Participant loans | Interest rates range from 4.00% to 5.25% | 2,075,790 | |||||||||
| Total | $ | 69,204,948 | ||||||||||
*
|
Represents party-in-interest. | |||||||||||
Note: Historical cost information has been omitted for participant-directed investments.
See accompanying report of independent registered public accounting firm.
9
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 29, 2005
| NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING
PLAN |
||||
| By: | /s/ Robert K. Burleson | |||
| Robert K. Burleson, Senior Vice President of Noble Energy, Inc. | ||||
INDEX TO EXHIBITS
| Exhibit | ||
| Number | Description of Exhibits | |
23.1
|
Consent of KPMG LLP |