-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MJbTZF4aKM6BAaUxXBkW7Bi9RPxi7RQ0BOlNI/WwdHKU+gWM9sJqDDm4gzHQWQUl Tk8XkFM31Jsp2b4B9AnIaw== 0000950129-03-003464.txt : 20030630 0000950129-03-003464.hdr.sgml : 20030630 20030630164551 ACCESSION NUMBER: 0000950129-03-003464 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE ENERGY INC CENTRAL INDEX KEY: 0000072207 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 730785597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07964 FILM NUMBER: 03764937 BUSINESS ADDRESS: STREET 1: 350 GLENBOROUGH STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 2818723100 MAIL ADDRESS: STREET 1: 350 GLENBOROUGH STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77067 FORMER COMPANY: FORMER CONFORMED NAME: NOBLE AFFILIATES INC DATE OF NAME CHANGE: 20020426 FORMER COMPANY: FORMER CONFORMED NAME: NOBLE AFFILIATES INC DATE OF NAME CHANGE: 19920703 11-K 1 h07087e11vk.txt NOBLE ENERGY, INC.- THRIFT & PROFIT SHARING PLAN ================================================================================ 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 ================================================================================ 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 -------------- -------------- Assets: Cash and cash equivalents $ 224,976 112,213 -------------- -------------- 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 -------------- -------------- Total investments 48,383,333 50,383,751 -------------- -------------- Receivables: Interest and dividends receivable 341 -- Due from broker for securities sold 702,024 285,185 -------------- -------------- Total receivables 702,365 285,185 -------------- -------------- Total assets 49,310,674 50,781,149 -------------- -------------- Liabilities: Due to broker for securities purchased 385,177 430,664 Administrative expenses payable -- 1,130 -------------- -------------- Total liabilities 385,177 431,794 -------------- -------------- Net assets available for benefits $ 48,925,497 50,349,355 ============== ==============
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 -------------- -------------- 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 -------------- -------------- Net investment loss (4,783,965) (4,350,935) -------------- -------------- Contributions: Employer 2,302,157 2,145,188 Participants 3,574,377 3,139,669 -------------- -------------- Total contributions 5,876,534 5,284,857 -------------- -------------- Total additions 1,092,569 933,922 -------------- -------------- 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 -------------- -------------- Total deductions 2,516,427 4,630,346 -------------- -------------- Net decrease (1,423,858) (3,696,424) Net assets available for benefits, beginning of year 50,349,355 54,045,779 -------------- -------------- Net assets available for benefits, end of year $ 48,925,497 50,349,355 ============== ==============
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 - -------------------------------------------------------------- ---------------- ---------------- 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 -------------- -------------- 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) -------------- -------------- Net depreciation in fair value $ (5,135,168) (5,452,841) ============== ==============
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 ---------------- 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 ---------------- 7,887,144 ---------------- 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 ---------------- 28,500,534 ---------------- * Participant loans Interest rates range from 4.25% to 9.50% 2,455,889 ---------------- Total $ 48,383,333 ================
* 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 --------------------------------------- Robert K. Burleson, Vice President of Noble Energy, Inc. INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ----------------- ------------------------------------------------------------------------------ 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
EX-23 3 h07087exv23.txt INDEPENDENT AUDITORS' CONSENT EXHIBIT 23 INDEPENDENT AUDITOR'S CONSENT The Employee Benefits Committee and Participants Noble Energy, Inc. Thrift and Profit Sharing Plan We consent to the incorporation by reference in the registration statement (File No. 2-66654)on Form S-8 of Noble Energy, Inc. of our report dated May 30, 2003, with respect to the statement of net assets available for benefits of the Noble Energy, Inc. Thrift and Profit Sharing 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, and the related Supplemental Schedule, which report appears in the December 31, 2002 annual report on Form 11-K of the Noble Energy, Inc. Thrift and Profit Sharing Plan. KPMG LLP Oklahoma City, Oklahoma June 27 , 2003 EX-99 4 h07087exv99.txt CERTIFICATION OF PURSUANT TO SECTION 906 EXHIBIT 99 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of the Noble Energy, Inc. Thrift and Profit Sharing Plan (the "Plan") on Form 11-K for the year ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert K. Burleson, Vice President of Noble Energy, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. June 30, 2003 /s/ Robert K. Burleson ---------------------------------------- Robert K. Burleson, Vice President of Noble Energy, Inc. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----