form11k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
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, 2009
 
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 the address of the plan, if different from that of the issuer named below:
   
NOBLE ENERGY, INC.
THRIFT AND PROFIT SHARING PLAN
 
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

Index to Financial Statements and Supplemental Schedule
 
 
1
     
Financial Statements
    
     
 
2
     
 
3
     
 
4
     
Supplemental Schedule
    
     
 
13

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
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, 2009 and 2008, 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 Plan as of December 31, 2009 and 2008, and the changes in net assets available for benefits for the years then ended, 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, 2009 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 3, 2010

 
1
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
             
   
December 31,
  
   
2009
    
2008
  
Assets
            
Investments, at fair value (Note 4)
   $ 151,236,020     $ 107,207,707  
Participant loans
     3,701,298       3,428,393  
Total investments
     154,937,318       110,636,100  
Receivables
                
Employer contributions receivable
     4,109,012       2,806,175  
Interest and dividends receivable
     -       2,253  
Due from trustee for securities sold
     198,964       -  
Total receivables
     4,307,976       2,808,428  
Cash, non-interest bearing
     -       7,680  
Total Assets
     159,245,294       113,452,208  
                 
Liabilities
                
Due to trustee for securities purchased
     -       115,388  
Total Liabilities
     -       115,388  
Net Assets Available for Benefits, Before Adjustment
     159,245,294       113,336,820  
                 
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
     352,326       920,016  
Net Assets Available for Benefits
   $ 159,597,620     $ 114,256,836  

 
The accompanying notes are an integral part of these financial statements.

 
2
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Statements of Changes in Net Assets Available for Benefits
             
   
Year Ended December 31,
  
   
2009
    
2008
  
             
Investment Income (Loss)
            
Net appreciation (depreciation) in fair value of investments (Note 4)
   $ 32,522,668     $ (49,722,935 )
Dividends
     2,097,776       3,002,703  
Participant loan interest
     196,397       230,149  
Interest from other investments
     331,130       727,545  
Net Investment Income (Loss)
     35,147,971       (45,762,538 )
                 
Contributions
                
Participants
     11,305,352       9,949,697  
Rollover
     695,907       526,803  
Employer, net of forfeitures
     10,609,172       8,396,968  
Total Contributions
     22,610,431       18,873,468  
                 
Deductions
                
Benefits paid to participants
     12,396,528       10,939,778  
Administrative expenses
     21,090       18,745  
Total Deductions
     12,417,618       10,958,523  
                 
Net Increase (Decrease) in Net Assets Available for Benefits
     45,340,784       (37,847,593 )
                 
Net Assets Available for Benefits
                
Beginning of year
     114,256,836       152,104,429  
End of year
   $ 159,597,620     $ 114,256,836  

 
The accompanying notes are an integral part of these financial statements.

 
3

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 
Notes to Financial Statements
 
For the Years Ended December 31, 2009 and 2008
 
 
Note 1.  Description of the Plan
 
The following description of the Noble Energy, Inc. Thrift and Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.

General
 
The Plan is a defined contribution plan covering certain employees of Noble Energy, Inc., formerly Noble Affiliates, Inc., and its wholly owned subsidiaries (collectively referred to as the Company or Noble Energy). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

Contributions
 
Employees are eligible to participate in the Plan on the first day of employment. Participants may defer up to 50% of their basic compensation, including overtime, subject to the annual limitation established by the Internal Revenue Service (IRS) of $16,500 in 2009 and $15,500 in 2008. The Company’s matching contribution percentage is 100% of the participant’s deferrals 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, subject to certain IRS limits ($5,500 in 2009 and $5,000 in 2008). In addition, participants may contribute amounts representing rollovers from other qualified plans. The Company does not match rollovers or catch-up contributions.

A profit sharing provision was instituted for participants hired after April 30, 2006 and employed by the Company on the last day of the plan year. The profit sharing contribution is calculated based upon the following percentages of a participant’s basic compensation while a covered employee during that year:

Age of Participant
  
Percentage of Basic Compensation while a Covered Employee that was Below the Social Security Wage Base
  
Percentage of Basic Compensation while a Covered Employee that was Above the Social Security Wage Base
Under 35
  
4%
  
8%
At least 35 but under 48
  
7%
  
10%
At least 48
  
9%
  
12%

Participant Account
 
Participating employees have an option as to the manner in which their employee and employer contributions may be invested. Participants may direct their accounts into a money market fund, various mutual funds, the Noble Energy common stock units as well as other publicly traded securities through a self-directed brokerage feature. Participant accounts are valued daily. Allocations of net earnings are based on account balances as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 
4

Plan Termination
 
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 Employee Benefits Committee (the Committee).

Vesting
 
Participants are immediately vested in their pretax contributions and rollover contributions. Participants become fully vested in employer matching contributions in accordance with the following schedule:

Period of Service Completed by Participant
  
Vested Percentage
Less than 1 year
  
None
At least 1 but less than 2 years
  
34%
At least 2 but less than 3 years
  
67%
3 or more years
  
100%
 
Participants become fully vested in the profit sharing contribution in accordance with the following schedule:

Period of Service Completed by Participant
  
Vested Percentage
Less than 3 years
  
None
3 or more years
  
100%
 
The Plan also provides for participants to be fully vested upon death, permanent disability or completion of an hour of service on or after the participant’s 65th birthday.

Benefits Paid to Participants
 
Distributions are made in lump-sum payments, at the request of the participant, after termination of employment. While employed, a participant may make withdrawals from his or her employer or employee contribution accounts (as allowed under IRS regulations) subject to certain restrictions described in the Plan. Certain restrictions associated with withdrawals may be waived in the event a participant demonstrates a financial hardship. The Plan requires automatic cash outs of account balances less than $1,000 upon termination of employment.

Participant Loans
 
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 as of December 31, 2009 ranged from 3.25% to 9.75% and loans are required to be repaid within five years through payroll deductions. Loans beyond a five year maturity represent loans that originated under the Patina Oil & Gas Corporation Profit Sharing and 401(k) Plan prior to its merger into the Plan. Maturity dates on loans outstanding as of December 31, 2009 ranged from January 1, 2010 to July 31, 2024. Repayments of principal and interest are credited to the borrowing participant’s account. Participants may have a maximum of two loans outstanding at a time.

 
5

Plan Administration
 
The Plan is administered by the Committee. The investment options available under the Plan (other than Noble Energy common stock units and 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. Fidelity Management Trust Company (the Trustee) serves as Trustee of the Plan. Fidelity Investments Institutional Operations Company, Inc. is the recordkeeper.

Noble Energy Common Stock Unit Voting Rights
 
Each participant is entitled to exercise voting rights attributable to the Noble Energy common stock units 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 stock units are voted by the Trustee as directed by the Committee.

Note 2.  Significant Accounting Policies
 
Basis of Presentation
 
The accompanying financial statements are prepared on the accrual basis of accounting in conformity with United States generally accepted accounting principles (US GAAP).

Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required, the statement of net assets available for benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis.

Use of Estimates
 
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions relating to the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements
 
In May 2009, the Financial Accounting Standards Board (FASB) issued new standards which establish the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. In particular, the new standards set forth:

 
·
the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements (through the date that the financial statements are issued or are available to be issued);
 
·
the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and
 
·
the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

 
6

The Plan adopted the new standards as of December 31, 2009. The Plan has evaluated subsequent events after the balance sheet date of December 31, 2009 through the time of filing with the SEC on June 3, 2010, which is the date the financial statements were issued.
 
In June 2009, the FASB established the FASB Accounting Standards Codification (Codification), which officially commenced July 1, 2009, to become the source of authoritative US GAAP recognized by the FASB to be applied by nongovernmental entities.  Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants.  Generally, the Codification is not expected to change US GAAP.  All other accounting literature excluded from the Codification will be considered nonauthoritative.  The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  All references to authoritative accounting literature are now referenced in accordance with the Codification.

In January 2010, the FASB issued Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements (Topic 820) - Fair Value Measurements and Disclosures (ASU 2010-06) to add additional disclosures about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, the activity in Level 3 fair value measurements, and the transfers between Levels 1, 2, and 3. Levels 1, 2 and 3 of fair value measurements are defined in Note 3 below. The Plan will adopt this new accounting standards update in the year ending December 31, 2010 except for the provisions of this update that will be effective in the year ending December 31, 2011. The Plan is currently evaluating the impact of its pending adoption on the Plan’s financial statements.
 
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. Cash is valued at cost, which approximates fair value.

The Plan’s investment in the Fidelity Managed Income Portfolio which is fully benefit-responsive, is presented in the statements of net assets available for benefits at the fair value of units held by the Plan as of December 31, with separate disclosure of the adjustment from fair value to contract value, which is equal to principal balance plus accrued interest.  The fair value of the Fidelity Managed Income Portfolio is calculated by the issuer utilizing quoted market prices, most recent bid prices in the principal market in which the securities are normally traded, pricing services and dealer quotes.  The fair value of underlying wrapper contracts is calculated by the issuer using a discounted cash flow model which considers (i) recent fee bids as determined by recognized dealers, (ii) discount rate and (iii) the duration of the underlying portfolio securities.

The statement of net assets available for benefits includes the fair value of the underlying assets and wrap contracts of the Fidelity Managed Income Portfolio based on the proportionate ownership of the Plan.
 
As of December 31, 2009, there were no reserves against the wrap contracts’ carrying values due to credit risks of the issuers. Effective August 2009, interest rates are reviewed on a monthly basis for resetting instead of being reviewed on a quarterly basis. Certain events could limit the ability of the Plan to transact at contract value with the issuers of the contracts held by the Fidelity Managed Income Portfolio. Such events could include, but are not limited to, the following: the establishment of a defined contribution plan that competes with the Plan for contributions, substantive modification to the Fidelity Managed Income Portfolio or the administration of the Fidelity Managed Income Portfolio, change in law, regulation or administrative ruling applicable to the Plan that could have a material adverse effect on cash flow, transfer to a competing investment option, and failure of the Plan to qualify under the applicable sections of the IRC. Withdrawals initiated by the Plan will normally be provided at contract value as soon as practicable within twelve months following written notice. The Plan does not believe that the occurrence of any of these events, which could limit the Plan’s ability to transact at contract value with participants, is probable.
 
 
7

The average yields earned by the Fidelity Managed Income Portfolio were approximately 3.16% and 3.57% at December 31, 2009 and 2008, respectively. The average yields earned by the Fidelity Managed Income Portfolio based on the actual interest rates credited to participants were approximately 1.20% and 3.04% at December 31, 2009 and 2008, respectively.
 
Purchases and sales of investments are recorded on a trade-date basis. Interest is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in fair value of investments includes gains and losses on investments sold during the year as well as appreciation and depreciation of the investments held at the end of the year.

Under the terms of the Plan, the Trustee, on behalf of the trust fund, is allowed to acquire, hold and dispose of the common stock units of Noble Energy. In the event that trading transactions in the stock fund exceed the cash portion of the stock fund, the trust has arranged to utilize lines of credit to facilitate transactions. As of December 31, 2009 and 2008, there were no outstanding balances related to these lines of credit.

Participant Loans
 
Participant loans are recorded at amortized cost.

Expenses of the Plan
 
Certain Plan administration expenses, such as loan maintenance fees and check fees, are charged to and paid by the participants requesting the transaction. The Company pays the remaining expenses and fees of the Plan.

Benefit Payments
 
Benefits are recorded as paid.

Forfeitures
 
When a participant terminates employment, he or she is entitled to withdraw his or her total vested account balance. The non-vested percentage of the Company’s matching and profit sharing contributions become a forfeiture upon participant termination for reasons other than retirement, death or permanent disability. The forfeiture balance as of December 31, 2009 and 2008 was $15,048 and $13,095, respectively. Forfeitures are used to restore certain amounts to the accounts of rehired participants and to reduce the Company’s future contributions. Forfeitures utilized to reduce future contributions were $100,000 in each of 2009 and 2008.

 
8

Note 3.  Fair Value Measurements
 
US GAAP for fair value measurements establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. The Plan uses Level 1 inputs when available as Level 1 inputs generally provide the most reliable evidence of fair value.

Certain investments are measured at fair value on a recurring basis in the statements of net assets available for benefits.  The following methods and assumptions were used to estimate the fair values:

Interest bearing cash, mutual funds, common stocks and other investments – These investments consist of various publicly-traded money market funds, mutual funds, common stock and other investments. The fair values are based on quoted market prices.

Common collective trust fund – The fair value is calculated by the issuer utilizing quoted market prices, most recent bid prices in the principal market in which the securities are normally traded, pricing services and dealer quotes.  The fair value of the underlying wrapper contracts is calculated using a discounted cash flow model which considers recent fee bids as determined by recognized dealers, discount rate and the duration of the underlying portfolio securities. The Plan’s fair value is based on the Plan’s proportionate ownership of the underlying investments.

The methods described above may produce a fair value calculation that may not be indicative of net asset value or reflective of future fair value. Furthermore, while the Plan’s valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in different estimates of fair value at the reporting date.
 
 
9

Fair value information for investments that are measured at fair value on a recurring basis is as follows:
 
   
Fair Value Measurements Using
        
   
Quoted Prices in Active Markets
(Level 1)
    
Significant Other Observable Inputs
(Level 2)
    
Significant Unobservable Inputs
(Level 3)
    
Fair Value Measurement
  
       
December 31, 2009
                        
Interest bearing cash
   $ 3,338,128     $ -     $ -     $ 3,338,128  
Common collective trust fund
     -       18,947,189       -       18,947,189  
Mutual funds:
                                
Large cap funds
     31,087,461       -       -       31,087,461  
Mid cap funds
     10,131,885       -       -       10,131,885  
Small cap funds
     2,651,902       -       -       2,651,902  
International funds
     8,921,256       -       -       8,921,256  
Blended funds
     18,992,021       -       -       18,992,021  
Fixed income funds
     10,413,029       -       -       10,413,029  
Other funds - brokerage link
     561,935       -       -       561,935  
Total mutual funds
     82,759,489       -       -       82,759,489  
Common stocks:                                
Noble Energy common stock units
     44,261,178       -       -       44,261,178  
Other common stock - brokerage link
     1,912,725       -       -       1,912,725  
Total common stocks     46,173,903       -       -       46,173,903  
Other investments - brokerage link
     17,311       -       -       17,311  
Total investments, at fair value
   $ 132,288,831     $ 18,947,189     $ -     $ 151,236,020  
                                 
December 31, 2008
      
Interest bearing cash
   $ 2,499,144     $ -     $ -     $ 2,499,144  
Common collective trust fund
     -       17,055,658       -       17,055,658  
Mutual funds
     56,821,359       -       -       56,821,359  
Noble Energy and other common stocks
     30,826,322       -       -       30,826,322  
Other investments
     5,224       -       -       5,224  
Total investments, at fair value
   $ 90,152,049     $ 17,055,658     $ -     $ 107,207,707  

Note 4. Investments
 
The Plan held the following investments, which separately represented 5% or more of the Plan’s net assets available for benefits:
 
   
December 31,
  
   
2009
    
2008
  
Noble Energy common stock units
   $ 44,261,178     $ 29,701,325  
American Funds Growth Fund of America (Class A Shares)
     9,124,567       6,132,853  
Dodge & Cox Stock Fund
     9,263,261       7,396,945  
Fidelity Diversified International Fund
     8,921,256       5,900,445  
Fidelity Managed Income Portfolio (contract value of $19,299,515 and $17,975,674, respectively)
     18,947,189       17,055,658  
Fidelity Puritan Fund
     7,889,813       6,003,394  
PIMCO Moderate Duration Fund
     10,413,029       6,991,701  

As of December 31, 2009 and 2008, approximately 28% and 26% of the Plan’s net assets were invested in Noble Energy common stock units, respectively.

 
10

The Plan’s investments, including investments bought, sold and held during the year, appreciated (depreciated) in value as follows:
 
   
Year Ended December 31,
  
   
2009
    
2008
  
Noble Energy common stock units
   $ 14,279,785     $ (14,613,482 )
Mutual funds
     16,970,678       (33,675,270 )
Common stocks
     1,272,205       (1,434,183 )
Net appreciation (depreciation) in fair value
   $ 32,522,668     $ (49,722,935 )

Note 5.  Tax Status
 
The Plan is exempt from federal income taxes under Sections 401 (a) and 501 (a) of the Internal Revenue Code of 1986, as amended, (IRC) and has received a favorable determination letter from the IRS dated July 22, 2009. Although the Plan has been amended since the date of the determination letter, the Committee is of the opinion that the Plan meets IRC requirements and continues to be tax-exempt.

Note 6.  Related-Party Transactions
 
The Plan allows for investment in Noble Energy common stock units. The Company is the plan sponsor; therefore, these transactions qualify as related-party transactions.  Total net assets invested in Noble Energy common stock units were $44,261,178 and $29,701,325 as of December 31, 2009 and 2008, respectively.

The Plan also invests in money market funds, a common collective trust fund and mutual funds issued by an affiliate of the Trustee; therefore, these transactions qualify as related-party transactions. Total net assets invested in Fidelity funds and cash accounts were $62,855,541 and $46,487,547 as of December 31, 2009 and 2008, respectively.

The above transactions are covered by an exemption from the “prohibited transactions” provisions of ERISA and the IRC.
 
Note 7.  Risks and Uncertainties
 
The Plan, at the direction of the participants, 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.

Certain of the funds available for investment by the participants may contain securities with contractual cash flows, such as asset backed securities, collateralized mortgage obligations and commercial mortgage backed securities. The value, liquidity and related income of those securities are sensitive to changes in economic conditions, including real estate value, delinquencies or defaults, or both, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.

 
11

Note 8.  Reconciliation of Financial Statements to Form 5500
 
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

    December 31,  
   
2009
    
2008
  
Net assets available for benefits per the financial statements
   $ 159,597,620     $ 114,256,836  
Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts
     (352,326 )     (920,016 )
Net assets available for benefits per the Form 5500
   $ 159,245,294     $ 113,336,820  

The following is a reconciliation of net investment income per the financial statements to the Form 5500:

   
Year Ended
December 31,
  
   
2009
    
2008
  
Net investment income (loss) per the financial statements
   $ 35,147,971     $ (45,762,538 )
Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts December 31, 2009 and 2008
     (352,326 )     (920,016 )
Add: Adjustment from fair value to contract value for fully benefit-responsive investment contracts December 31, 2008 and 2007
     920,016       179,882  
Net investment income (loss) per the Form 5500
   $ 35,715,661     $ (46,502,672 )

Fully benefit-responsive investment contracts are recorded on the Form 5500 at fair value but are adjusted to contract value for financial statement presentation.

 
12
 
Schedule 1
 
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
EIN: 73-0785597 Plan #002
  
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
  
December 31, 2009
  
Identity of issue, borrower, lessor, or similar party
Description of investment
  
Current value
  
   
Interest Bearing Cash
        
*  
Fidelity Cash Reserves
Cash
   $ 1,337,303  
*  
Fidelity Institutional Money Market Portfolio
Cash
     1,840,456  
*  
Fidelity Select Money Market Portfolio
Cash
     23,343  
   
FirstBank Puerto Rico
Certificate of deposit
     30,000  
   
GE Money Bank
Certificate of deposit
     24,158  
   
National Bank of South Carolina
Certificate of deposit
     70,693  
   
Saehan Bank
Certificate of deposit
     12,175  
   
Total Interest Bearing Cash
       3,338,128  
               
   
Common Collective Trust Fund
          
*  
Fidelity Managed Income Portfolio
Common collective trust fund
     18,947,189  
   
Total Common Collective Trust Fund
       18,947,189  
               
   
Mutual Funds
          
   
American Century Small Company Fund
Mutual fund
     2,651,902  
   
American Funds Growth Fund of America (Class A Shares)
Mutual fund
     9,124,567  
   
Dodge & Cox Stock Fund
Mutual fund
     9,263,261  
   
Dodge & Cox International Stock Fund
Mutual fund
     18,825  
*  
Fidelity Capital & Income Fund
Mutual fund
     4,266  
*  
Fidelity China Region Fund
Mutual fund
     3,523  
*  
Fidelity Contrafund
Mutual fund
     10,861  
*  
Fidelity Convertible Securities Fund
Mutual fund
     3,864  
*  
Fidelity Diversified International Fund
Mutual fund
     8,921,256  
*  
Fidelity Dividend Growth Fund
Mutual fund
     6,365,433  
*  
Fidelity Freedom Income Fund
Mutual fund
     435,605  
*  
Fidelity Freedom 2000 Fund
Mutual fund
     285,134  
*  
Fidelity Freedom 2005 Fund
Mutual fund
     103,762  
*  
Fidelity Freedom 2010 Fund
Mutual fund
     601,210  
*  
Fidelity Freedom 2015 Fund
Mutual fund
     1,684,546  
*  
Fidelity Freedom 2020 Fund
Mutual fund
     2,713,979  
*  
Fidelity Freedom 2025 Fund
Mutual fund
     1,488,410  
*  
Fidelity Freedom 2030 Fund
Mutual fund
     1,472,613  
*  
Fidelity Freedom 2035 Fund
Mutual fund
     754,507  
*  
Fidelity Freedom 2040 Fund
Mutual fund
     906,618  
*  
Fidelity Freedom 2045 Fund
Mutual fund
     491,910  
*  
Fidelity Freedom 2050 Fund
Mutual fund
     163,914  
*  
Fidelity High Income
Mutual fund
     7,165  
*  
Fidelity Investment Grade Bond Fund
Mutual fund
     2,308  
*  
Fidelity International Growth Fund
Mutual fund
     1,996  
*  
Fidelity Puritan Fund
Mutual fund
     7,889,813  
*  
Fidelity Small Cap Growth Fund
Mutual fund
     7,684  
*  
Fidelity Select Energy Portfolio
Mutual fund
     1,326  
*  
Fidelity Select Food & Agriculture Portfolio
Mutual fund
     26,238  
*  
Fidelity Select Materials
Mutual fund
     20,466  
*  
Fidelity Strategic Real Return Fund
Mutual fund
     4,643  
   
FMI Common Stock Fund, Inc.
Mutual fund
     35,651  
   
Franklin Small Mid-Cap Growth Fund
Mutual fund
     3,626,149  
   
Guinness Atkinson China & Hong Kong Fund
Mutual fund
     2,938  
   
Harding Loevner Emerging Market Portfolio
Mutual fund
     13,857  
   
The Jensen Portfolio, Inc.
Mutual fund
     105,741  
   
Loomis Sayles Bond Retail
Mutual fund
     10,352  
   
Matthews Asian Growth and Income Fund
Mutual fund
     36,459  
   
The Oakmark Equity and Income Fund
Mutual fund
     101,204  
   
The Oakmark International Fund
Mutual fund
     34,099  
   
Perkins Mid Cap Value Fund
Mutual fund
     6,505,736  
   
PIMCO Moderate Duration Fund
Mutual fund
     10,413,029  
   
PRIMECAP Odyssey Aggressive Growth Fund
Mutual fund
     22,939  
*  
Spartan US Equity Index Fund
Mutual fund
     6,334,200  
   
Third Avenue Value Fund
Mutual fund
     24,328  
   
The Tocqueville Gold Fund
Mutual fund
     19,258  
   
Vanguard Small Cap Growth Index
Mutual fund
     12,824  
   
Westcore Select Fund
Mutual fund
     24,042  
   
Western Asset Core Portfolio
Mutual fund
     5,078  
   
Total Mutual Funds
       82,759,489  

 
13
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
EIN: 73-0785597 Plan #002
  
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
  
December 31, 2009
  
Identity of issue, borrower, lessor, or similar party
Description of investment
  
Current value
  
Common Stocks
        
Aeropostale Inc.
Common stock
   $ 13,824  
Agnico-Eagle Mines Ltd.
Common stock
     5,417  
Akamai Technologies Inc.
Common stock
     2,534  
AK Steel Hldg Corp.
Common stock
     80  
Altria Group Inc.
Common stock
     1,273  
American Eagle Outfitters Inc.
Common stock
     1,765  
American Oil and Gas Inc.
Common stock
     4,515  
American Physicians Cap Inc.
Common stock
     9,096  
Anadarko Petroleum Corp.
Common stock
     12,484  
Apple Computer Inc.
Common stock
     10,537  
Archer Daniels Midland
Common stock
     2,202  
Ascent Solar Technologies Inc.
Common stock
     43,068  
Athersys Inc
Common stock
     4,130  
AT&T Inc.
Common stock
     22,424  
Baidu Com
Common stock
     82,246  
Bald Eagle Energy Inc.
Common stock
     48  
Bank of America Corporation
Common stock
     9,117  
Barrick Gold Corp
Common stock
     3,958  
Beard Co
Common stock
     35,972  
Bed Bath & Beyond Inc.
Common stock
     7,876  
BioFuel Energy Corp.
Common stock
     10,840  
Bluefire Ethanol Fuels Inc.
Common stock
     1,000  
BP PLC Spon Adr Repsntg
Common stock
     23,188  
Bravo Venture Group
Common stock
     284  
Bronco Drilling Company Inc.
Common stock
     512  
Cadbury PLC
Common stock
     1,294  
Cameron
Common stock
     4,598  
Capstead Mortgage Corp.
Common stock
     56  
Cereplast Inc.
Common stock
     624  
Chesapeake Energy Corp.
Common stock
     4,762  
Chevron Corp.
Common stock
     51,765  
China Sunergy
Common stock
     462  
Chipotle Mexican Grill, Inc.
Common stock
     1,322  
Citigroup Inc.
Common stock
     4,532  
Claymore Exchange
Common stock
     5,272  
Cohen & Steers Select Utility Fund
Common stock
     7,975  
Columbus Gold Corp.
Common stock
     200  
Compania de Minas Buenaventura
Common stock
     6,778  
Constellation Brands Inc.
Common stock
     1,912  
Cord Blood Amer Inc.
Common stock
     16,803  
Corning Inc.
Common stock
     197,480  
Crosshair Exploration & Mining Corp.
Common stock
     133  
CurrencyShares Swiss Franc Trust
Common stock
     4,806  
Deep Earth Res Inc.
Common stock
     60  
Deere & Company
Common stock
     1,088  
Delta Petroleum Corp.
Common stock
     2,600  
Diamond Offshore Drilling Inc.
Common stock
     9,842  
Direxion
Common stock
     2,958  
East West Bancorp, Inc.
Common stock
     1,617  
Eastmain Resources Inc.
Common stock
     1,305  
ECU Silver Mining Inc.
Common stock
     353  
Eden Energy Corp.
Common stock
     210  
Eldorado Gold Corp.
Common stock
     21,255  
Empire District Electric Company
Common stock
     7,492  
Empire Energy Corporation International
Common stock
     175  
ERHC Energy Inc.
Common stock
     28,105  
ExxonMobil Corp.
Common stock
     41,604  
First Trust ISE Water Index Fund
Common stock
     748  
Flextronics Int'l Inc.
Common stock
     21,930  
Ford Motor Co.
Common stock
     6,850  
FortuNet, Inc.
Common stock
     10,140  
Garmin Ltd.
Common stock
     1,632  
Gasco Energy Inc.
Common stock
     270  
General Electric Co.
Common stock
     21,713  

 
14
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
EIN: 73-0785597 Plan #002
  
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
  
December 31, 2009
  
Identity of issue, borrower, lessor, or similar party
Description of investment
  
Current value
  
   
Common Stocks
        
   
Geologix Explorations Inc.
Common stock
   $ 269  
   
Gold Corp Inc.
Common stock
     7,871  
   
Gold Fields Ltd.
Common stock
     1,019  
   
Goldspring Inc.
Common stock
     700  
   
Goodyear Tire & Rubber Co.
Common stock
     1,410  
   
Gran Tierra Energy, Inc.
Common stock
     7,650  
   
Great Basin Gold Ltd.
Common stock
     684  
   
Greenbelt Resources Corporation
Common stock
     130  
   
GreenHunter Energy, Inc.
Common stock
     920  
   
Halliburton Company
Common stock
     10,541  
   
Helix Energy Solutions Group Inc.
Common stock
     2,350  
   
Heska Corp
Common stock
     5,280  
   
HKN, Inc.
Common stock
     382  
   
The Home Depot, Inc.
Common stock
     1,447  
   
Intl Business Mach
Common stock
     13,090  
   
iShares Silver Trust
Common stock
     11,908  
   
iShares MSCI EAFE Index
Common stock
     133,852  
   
iShares Russell 1000 Index
Common stock
     172,547  
   
iShares Russell 2000 Index
Common stock
     43,883  
   
Ivanhoe Mines LTD
Common stock
     14,610  
   
JPMorgan Chase & Co.
Common stock
     13,281  
   
Johnson & Johnson
Common stock
     7,479  
   
KBR, Inc.
Common stock
     11,400  
   
Kellogg Company
Common stock
     2,197  
   
Key Energy Services Inc.
Common stock
     633  
   
Kiska Metals Corp
Common stock
     70  
   
Kodiak Oil & Gas Corp
Common stock
     4,440  
   
Level 3 Communications Inc.
Common stock
     1,530  
   
Marathon Oil Corp.
Common stock
     16,726  
   
Market Vectors Steel ETF
Common stock
     1,310  
   
Maverick Oil & Gas Inc.
Common stock
     8  
   
McDermott Int'l
Common stock
     480  
   
McDonald's Corp
Common stock
     6,412  
   
Medtronic Inc.
Common stock
     4,398  
   
MGM Mirage
Common stock
     684  
   
Murphy Oil Corp.
Common stock
     43,375  
   
National Oilwell Varco, Incorporated
Common stock
     13,227  
   
National Storm Management Inc.
Common stock
     141  
   
Netlist Inc.
Common stock
     15,570  
   
Newmont Mng Corp.
Common stock
     4,741  
*  
Noble Energy, Inc.
Common stock
     44,261,178  
   
Northern Dynasty Expls LTD
Common stock
     11,688  
   
Northwest Biotherapeutics Inc.
Common stock
     3  
   
Novartis
Common stock
     5,443  
   
Oilsands Quest, Inc.
Common stock
     10,522  
   
Particle Drilling Technologies, Inc.
Common stock
     2  
   
Pepsico, Inc.
Common stock
     16,920  
   
Petrohawk Energy Corporation
Common stock
     3,718  
   
Petroleo Brasilero
Common stock
     4,942  
   
PetroSun Drilling Inc.
Common stock
     1,237  
   
Pfizer Inc.
Common stock
     17,434  
   
PNC Financial Services
Common stock
     2,362  
   
PowerShares DB US Dollar Index Bullish
Common stock
     11,016  
   
PowerShares Exchange Traded FD TR Dynamic
Common stock
     1,679  
   
PowerShares Exchange Traded FD TR II
Common stock
     578  
   
PowerShares Global Water Portfolio
Common stock
     2,399  
   
ProShares TR Ultra Short Oill & Gas
Common stock
     56,056  
   
Qiao Xing Universal Telephone Inc.
Common stock
     1,314  
   
Qwest Comm Int'l Inc.
Common stock
     6,588  
   
Radient Pharmaceuticals Corp.
Common stock
     97  
   
Research in Motion Ltd.
Common stock
     1,351  
   
Rex Energy Corporation
Common stock
     4,800  
   
Royal Dutch Shell PLC
Common stock
     6,011  
   
Samex Mining Corp
Common stock
     310  

 
15
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
EIN: 73-0785597 Plan #002
  
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
  
December 31, 2009
  
Identity of issue, borrower, lessor, or similar party
Description of investment
  
Current value
  
   
Common Stocks
        
   
SandRidge Energy, Inc.
Common stock
     19,426  
   
Sector SPDR TR SHS Ben Int Energy
Common stock
     2,054  
   
Silvercorp Metals Inc.
Common stock
     6,600  
   
Silver Star Energy Inc.
Common stock
     7  
   
Silver Wheaton Corp.
Common stock
     7,510  
   
Sirius XM Radio Inc.
Common stock
     1,200  
   
Smith & Wesson Hldg Corp.
Common stock
     7,975  
   
Sony Corp.
Common stock
     29,005  
   
Southwestern Energy Co.
Common stock
     28,920  
   
SPDR Gold Trust
Common stock
     9,121  
   
SPDR S&P Metals and Mining ETF
Common stock
     11,404  
   
Sympower Co.
Common stock
     500  
   
Tengasco Inc.
Common stock
     702  
   
Terax Energy Inc.
Common stock
     8  
   
Tesoro Corporation
Common stock
     5,490  
   
Tournigan Ventures Corp.
Common stock
     90  
   
Ultra Petroleum Corp.
Common stock
     32,010  
   
United States Gasoline Fund, LP
Common stock
     8,231  
   
United States Natural Gas Fund, LP
Common stock
     353  
   
United States Oil Fund, LP
Common stock
     14,533  
   
United Technologies Corp.
Common stock
     18,305  
   
Vanguard Int'l Equity Index FD Inc.
Common stock
     48,199  
   
Vanguard Index FDS formerly Vanguard
Common stock
     29,456  
   
Vanguard Index FDS Vanguard Small Cap
Common stock
     12,020  
   
Verizion Communications
Common stock
     9,939  
   
Wells Fargo & Co.
Common stock
     6,517  
   
XL Capital Ltd.
Common stock
     7,332  
   
XTO Energy Inc.
Common stock
     35,363  
   
Yingli Green Energy Holding Co. Ltd.
Common stock
     14,229  
   
Total Common Stocks
       46,173,903  
               
   
Other Investments
          
   
Baidu, Inc. Call Option
Other investments
     (3,440 )
   
Boardwalk Pipeline Partners LP
Other investments
     16,906  
   
Senior Housing Property Trust
Other investments
     2,549  
   
Williams Coal Seam Gas Royalty Trust
Other investments
     1,296  
   
Total Other Investments
       17,311  
               
*  
Participant Loans
Interest rates range from 3.25% to 9.75%; maturities from January 1, 2010 through July 31, 2024
     3,701,298  
   
Total Participant Loans
       3,701,298  
               
   
Total Investments
     $ 154,937,318  
               
*  
Represents party-in-interest.
          
 
Note: Historical cost information has been omitted for participant-directed investments.
 
See accompanying report of independent registered public accounting firm.

 
16

SIGNATURE
 

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.

 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 
 
 
Date: June 3, 2010
By: 
/s/ Andrea Lee Robison
 
Andrea Lee Robison,
 
Vice President, Human Resources of Noble Energy, Inc.

 
17

INDEX TO EXHIBIT

Exhibit number
  
Exhibit
     
 
Consent of Independent Registered Public Accounting Firm
 
 
18