-----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, GfcaTNvQlvovCMV5IjAlrdMOmwwD46YZn+N3x2SdXrbzXBF0yHFo2gacrafU15kp NNJUjeDnDHmxAOPyvZ1ChA== 0000950129-04-004453.txt : 20040628 0000950129-04-004453.hdr.sgml : 20040628 20040628165545 ACCESSION NUMBER: 0000950129-04-004453 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040628 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: 04885649 BUSINESS ADDRESS: STREET 1: 100 GLENBOROUGH STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 2818723100 MAIL ADDRESS: STREET 1: 100 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 h16375e11vk.txt NOBLE ENERGY, INC.- YEAR ENDED DECEMBER 31, 2003 ================================================================================ 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 ================================================================================ 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 ----------- ---------- Total investments 62,868,185 48,383,333 ----------- ---------- Receivables: Interest and dividends receivable 107 341 Due from broker for securities sold 165,904 702,024 ----------- ---------- Total receivables 166,011 702,365 ----------- ---------- Total assets 63,452,224 49,310,674 ----------- ---------- Liabilities: Due to broker for securities purchased 42,239 385,177 ----------- ---------- Total liabilities 42,239 385,177 ----------- ---------- Net assets available for benefits $63,409,985 48,925,497 =========== ==========
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 ----------- ---------- Net investment income (loss) 9,821,723 (4,783,965) ----------- ---------- Contributions: Participants 3,872,019 3,574,377 Employer 2,412,280 2,302,157 ----------- ---------- Total contributions 6,284,299 5,876,534 ----------- ---------- Total additions 16,106,022 1,092,569 ----------- ---------- Deductions from net assets attributed to: Benefits paid to participants 1,612,936 2,509,787 Administrative expenses 8,598 6,640 ----------- ---------- Total deductions 1,621,534 2,516,427 ----------- ---------- Net increase (decrease) 14,484,488 (1,423,858) Net assets available for benefits, beginning of year 48,925,497 50,349,355 ----------- ---------- Net assets available for benefits, end of year $63,409,985 48,925,497 =========== ==========
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) ---------- ---------- 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 ----------- 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 ----------- 7,657,326 ----------- 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 ----------- 42,374,409 ----------- * Participant loans Interest rates range from 4.25% to 9.50% 2,442,890 ----------- Total $62,868,185 ===========
* 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 ---------------------------------- Robert K. Burleson, Vice President of Noble Energy, Inc. INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS ------ ----------------------- 23 Consent of KPMG LLP
EX-23 2 h16375exv23.txt CONSENT OF KPMG LLP Exhibit 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 June 3, 2004 with respect to the statements of net assets available for benefits of the Noble Energy, Inc. Thrift and Profit Sharing 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, and the related Supplemental Schedule, which report appears in the December 31, 2003, annual report on Form 11-K of Noble Energy, Inc. Thrift and Profit Sharing Plan. KPMG LLP Oklahoma City, Oklahoma June 28, 2004 -----END PRIVACY-ENHANCED MESSAGE-----