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, 2010
 
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
  
   
14
 
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, 2010 and 2009, 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, 2010 and 2009, 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, 2010 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 20, 2011
 
 
1
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
 
   
December 31,
  
   
2010
    
2009
  
Assets
            
Investments, at fair value (Note 4)
   $ 192,221,656     $ 151,236,020  
Receivables
                
Notes Receivable from Participants
     4,127,457       3,701,298  
Employer contributions receivable
     5,515,089       4,109,012  
Due from trustee for securities sold
     15,805       198,964  
Total receivables
     9,658,351       8,009,274  
Cash, non-interest bearing
     9,506       -  
Total Assets
     201,889,513       159,245,294  
                 
Liabilities
                
Due to trustee for securities purchased
     59,494       -  
Total Liabilities
     59,494       -  
Net Assets Available for Benefits, Before Adjustment
     201,830,019       159,245,294  
                 
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
     (195,612 )     352,326  
Net Assets Available for Benefits
   $ 201,634,407     $ 159,597,620  
 
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,
  
   
2010
    
2009
  
             
Investment Income
            
Net appreciation in fair value of investments (Note 4)
   $ 20,885,909     $ 32,522,668  
Dividends
     2,575,001       2,097,776  
Interest from other investments
     298,799       331,130  
Net Investment Income
     23,759,709       34,951,574  
                 
Interest income on notes receivable from participants
     171,479       196,397  
                 
Contributions
                
Participants
     12,389,331       11,305,352  
Rollover
     3,622,974       695,907  
Employer, net of forfeitures
     12,628,066       10,609,172  
Total Contributions
     28,640,371       22,610,431  
                 
Deductions
                
Benefits paid to participants
     10,510,269       12,396,528  
Administrative expenses
     24,503       21,090  
Total Deductions
     10,534,772       12,417,618  
                 
Net Increase in Net Assets Available for Benefits
     42,036,787       45,340,784  
                 
Net Assets Available for Benefits
                
Beginning of year
     159,597,620       114,256,836  
End of year
   $ 201,634,407     $ 159,597,620  
 
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, 2010 and 2009
 
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 both 2010 and 2009. 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 at the end of the calendar year are eligible to defer additional catch-up contributions, subject to certain IRS limits ($5,500 in both 2010 and 2009). 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 various mutual funds, the Noble Energy common stock units, a common collective trust fund, 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
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 
Notes to Financial Statements
 
For the Years Ended December 31, 2010 and 2009
 
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.

Notes Receivable from Participants
 
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, 2010 ranged from 3.25% to 8.25% and loans are required to be repaid within five years through payroll deductions.
 
 
5
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 
Notes to Financial Statements
 
For the Years Ended December 31, 2010 and 2009
 
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, 2010 ranged from January 14, 2011 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.

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.
 
 
6
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 
Notes to Financial Statements
 
For the Years Ended December 31, 2010 and 2009
 
Recently Issued Accounting Pronouncements
 
In January 2010, the Financial Accounting Standards Board (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 adopted the new accounting standards update as of December 31, 2010 except for the provisions of this update that will be effective in the year ending December 31, 2011. The implementation of the new accounting standards update did not have a significant impact on the Plan’s financial statements as of December 31, 2010 as no transfers between Levels 1, 2, or 3 were noted.  Additionally, the Plan does not currently hold any assets classified as level 3.  The Plan is currently evaluating the impact of its pending adoption of the provisions of ASU 2010-06 not yet adopted on the Plan’s financial statements.

In September 2010, the FASB issued Accounting Standards Update No. 2010-25, Defined Contribution Pension Plans (Topic 962) – Reporting Loans to Participants by Defined Contribution Pension Plans (ASU 2010-25) to clarify how loans to participants should be classified and measured by defined contribution pension benefit plans. The Update requires that participant loans be classified as notes receivable from participants which are segregated from plan investments and measured at their unpaid principal balance plus any accrued but unpaid interest. The amendments in the Update are to be applied retrospectively to all prior periods presented, effective for fiscal years ending after December 15, 2010, with early adoption permitted. The Plan adopted ASU 2010-15 as of December 31, 2010.  Participant loans are now measured at their unpaid principal balance plus any accrued, but unpaid interest and are classified as notes receivable from participants, segregated from plan investments, on the Statement of Net Assets Available for Benefits. The Form 5500 and supplemental schedule H,line 4i - schedule of assets (held at end of year) will continue to present notes receivable from participants as an investment.
 
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, 2010 and 2009 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.
 
 
7
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 
Notes to Financial Statements
 
For the Years Ended December 31, 2010 and 2009
 
As of December 31, 2010 and 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 Internal Revenue Code of 1986, as amended (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.

The average yields earned by the Fidelity Managed Income Portfolio were approximately 2.68% and 3.16% at December 31, 2010 and 2009, respectively. The average yields earned by the Fidelity Managed Income Portfolio based on the actual interest rates credited to participants were approximately 1.44% and 1.20% at December 31, 2010 and 2009, 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, 2010 and 2009, there were no outstanding balances related to these lines of credit.

Notes Receivable from Participants

Notes receivable for participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as a distribution based upon the terms of the Plan document.

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.
 
 
8

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 
Notes to Financial Statements
 
For the Years Ended December 31, 2010 and 2009
 
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, 2010 and 2009 was $56,678 and $15,048, respectively. Certain 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 $175,000 in 2010 and $100,000 in 2009.
 
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
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 
Notes to Financial Statements
 
For the Years Ended December 31, 2010 and 2009
 
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, 2010
                        
Interest bearing cash
   $ 4,334,321     $ -     $ -     $ 4,334,321  
Common collective trust fund
     -       24,057,723       -       24,057,723  
Mutual funds:
                                
Large cap funds
     37,826,751       -       -       37,826,751  
Mid cap funds
     13,969,362       -       -       13,969,362  
Small cap funds
     3,915,157       -       -       3,915,157  
International funds
     10,847,465       -       -       10,847,465  
Blended funds
     27,320,268       -       -       27,320,268  
Fixed income funds
     11,695,439       -       -       11,695,439  
Other funds
     880,977       -       -       880,977  
Total mutual funds
     106,455,419       -       -       106,455,419  
Common stocks:
                                
Noble Energy common stock units
     54,693,857       -       -       54,693,857  
Other common stock
     2,514,879       -       -       2,514,879  
Total common stocks
     57,208,736       -       -       57,208,736  
Other investments
     165,457       -       -       165,457  
Total investments, at fair value
   $ 168,163,933     $ 24,057,723     $ -     $ 192,221,656  
                                 
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
     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
     1,912,725       -       -       1,912,725  
Total common stocks
     46,173,903       -       -       46,173,903  
Other investments
     17,311       -       -       17,311  
Total investments, at fair value
   $ 132,288,831     $ 18,947,189     $ -     $ 151,236,020  
 
 
10
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 
Notes to Financial Statements
 
For the Years Ended December 31, 2010 and 2009
 
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,
  
   
2010
    
2009
  
Noble Energy common stock units
   $ 54,693,857     $ 44,261,178  
American Funds Growth Fund of America (Class A Shares)
     10,797,631       9,124,567  
Dodge & Cox Stock Fund
     11,168,760       9,263,261  
Fidelity Diversified International Fund
     10,847,465       8,921,256  
Fidelity Managed Income Portfolio (contract value of $23,862,111 and $19,299,515, respectively)
     24,057,723        18,947,189   
Fidelity Puritan Fund*
     8,498,810       7,889,813  
PIMCO Moderate Duration Fund
     11,695,439       10,413,029  
 
* 
In 2010, this fund represented less than 5% of the Plan's net assets
 
As of December 31, 2010 and 2009, approximately 27% and 28% of the Plan’s net assets were invested in Noble Energy common stock units, respectively.

The Plan’s investments, including investments bought, sold and held during the year, appreciated in value as follows:
 
   
Year Ended December 31,
  
   
2010
    
2009
  
Noble Energy common stock units
   $ 9,827,509     $ 14,279,785  
Mutual funds
     10,763,822       16,970,678  
Common stocks
     294,578       1,272,205  
Net appreciation in fair value
   $ 20,885,909     $ 32,522,668  
 
Note 5.  Tax Status
 
The Plan is exempt from federal income taxes under IRC Sections 401 (a) and 501 (a) and has previously 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.

US GAAP requires plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS.  The plan administrator has analyzed the tax positions taken by the plan, and has concluded that as of December 31, 2010, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.  The plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.  The plan administrator believes it is no longer subject to income tax examinations for years prior to 2009.
 
 
11

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 
Notes to Financial Statements
 
For the Years Ended December 31, 2010 and 2009
 
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 $54,693,857 and $44,261,178 as of December 31, 2010 and 2009, 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 $82,356,926 and $62,855,541 as of December 31, 2010 and 2009, 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.

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,
  
   
2010
    
2009
  
Net assets available for benefits per the financial statements
   $ 201,634,407     $ 159,597,620  
Add (Less): Adjustment from fair value to contract value for fully benefit-responsive investment contracts
     195,612        (352,326 )
Net assets available for benefits per the Form 5500
   $ 201,830,019     $ 159,245,294  
 
 
12
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 
Notes to Financial Statements
 
For the Years Ended December 31, 2010 and 2009
 
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements to the Form 5500:
 
   
Year Ended
  
   
December 31,
  
   
2010
    
2009
  
Net increase in net assets available for benefits per the financial statements
   $ 42,036,787     $ 45,340,784  
Add (Less): Adjustment from fair value to contract value for fully benefit-responsive investment contracts December 31, 2010 and 2009
     195,612       (352,326 )
Add: Adjustment from fair value to contract value for fully benefit-responsive investment contracts December 31, 2009 and 2008
     352,326       920,016  
Net increase in net assets available for benefits per the Form 5500
   $ 42,584,725     $ 45,908,474  
 
Fully benefit-responsive investment contracts are recorded on the Form 5500 at fair value but are adjusted to contract value for financial statement presentation.
 
 
13
 
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, 2010
Identity of issue, borrower, lessor, or similar party
  
Description of investment
         Current value
 
Interest Bearing Cash
              
*
     
Fidelity Cash Reserves
  
Cash
       $ 
            1,839,171
*
  
Fidelity Institutional Money Market Portfolio
  
Cash
        
            2,365,435
*
  
Fidelity Select Money Market Portfolio
  
Cash
        
                  2,706
   
American Express Centurion Bank
  
Certificate of deposit
        
                27,100
   
GE Money Bank - Draper, Utah
  
Certificate of deposit
        
                13,315
   
GE Money Bank - Salt Lake City, Utah
  
Certificate of deposit
        
                25,357
   
Bank of America
  
Certificate of deposit
        
                50,000
   
Bank of Oklahoma
  
Certificate of deposit
        
                  5,056
   
First State Bank
  
Certificate of deposit
        
                  5,166
   
HSBC Bank USA NA
  
Certificate of deposit
        
                  1,015
   
Total Interest Bearing Cash
            
            4,334,321
                   
 
Common Collective Trust Fund
              
*
  
Fidelity Managed Income Portfolio
  
Common collective trust fund
    
          24,057,723
   
Total Common Collective Trust Fund
            
          24,057,723
                   
 
Mutual Funds
              
   
AKRE Focus Fund Retail
  
Mutual fund
        
                52,843
   
American Century Small Company Fund
  
Mutual fund
        
            3,915,157
   
American Funds Growth Fund of America (Class A Shares)
Mutual fund
        
          10,797,631
   
Dodge & Cox Stock Fund
  
Mutual fund
        
          11,168,760
   
Dodge & Cox International Stock Fund
  
Mutual fund
        
                  3,556
   
Fairholme Fund
  
Mutual fund
        
                56,769
*
  
Fidelity Capital & Income Fund
  
Mutual fund
        
                  4,997
*
  
Fidelity Convertible Securities Fund
  
Mutual fund
        
                  4,669
*
  
Fidelity Diversified International Fund
  
Mutual fund
        
          10,847,465
*
  
Fidelity Dividend Growth Fund
  
Mutual fund
        
            8,405,549
*
  
Fidelity Freedom Income Fund
  
Mutual fund
        
              615,276
*
  
Fidelity Freedom 2000 Fund
  
Mutual fund
        
              287,373
*
  
Fidelity Freedom 2005 Fund
  
Mutual fund
        
              132,766
*
  
Fidelity Freedom 2010 Fund
  
Mutual fund
        
              801,402
*
  
Fidelity Freedom 2015 Fund
  
Mutual fund
        
            2,599,557
*
  
Fidelity Freedom 2020 Fund
  
Mutual fund
        
            3,786,182
*
  
Fidelity Freedom 2025 Fund
  
Mutual fund
        
            2,989,821
*
  
Fidelity Freedom 2030 Fund
  
Mutual fund
        
            2,885,998
*
  
Fidelity Freedom 2035 Fund
  
Mutual fund
        
            1,324,287
*
  
Fidelity Freedom 2040 Fund
  
Mutual fund
        
            1,706,918
*
  
Fidelity Freedom 2045 Fund
  
Mutual fund
        
            1,225,435
*
  
Fidelity Freedom 2050 Fund
  
Mutual fund
        
              466,443
*
  
Fidelity High Income
  
Mutual fund
        
                  4,970
*
  
Fidelity International Growth Fund
  
Mutual fund
        
                  7,929
*
  
Fidelity Puritan Fund
  
Mutual fund
        
            8,498,810
*
  
Fidelity Small Cap Growth Fund
  
Mutual fund
        
                  9,706
*
  
Fidelity Small Cap Retirement Fund
  
Mutual fund
        
                17,453
*
  
Fidelity Select Energy Portfolio
  
Mutual fund
        
                  1,578
*
  
Fidelity Strategic Income
  
Mutual fund
        
                  7,270
*
  
Fidelity Strategic Real Return Fund
  
Mutual fund
        
                  5,226
   
FMI Common Stock Fund, Inc.
  
Mutual fund
        
                43,553
   
Franklin Small Mid-Cap Growth Fund
  
Mutual fund
        
            5,343,616
   
FPA Crescent Institutional Fund
  
Mutual fund
        
              108,654
   
Harding Loevner Emerging Market Portfolio
  
Mutual fund
        
                17,891
   
James Balanced: Golden Rainbow Fund
  
Mutual fund
        
                  4,618
   
Janus Short Term Bond Fund
  
Mutual fund
        
                16,214
   
Matthews Asian Growth and Income Fund
  
Mutual fund
        
                43,450
   
Perkins Mid Cap Value Fund
  
Mutual fund
        
            8,625,746
   
PIMCO Moderate Duration Fund
  
Mutual fund
        
          11,695,439
   
PIMCO Total Return Fund
  
Mutual fund
        
              299,661
   
PIMCO Total Return Class D Fund
  
Mutual fund
        
                  5,060
*
  
Spartan US Equity Index Fund
  
Mutual fund
        
            7,454,811
   
Third Avenue Value Fund
  
Mutual fund
        
                27,185
 
 
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, 2010
Identity of issue, borrower, lessor, or similar party
  
Description of investment
      
Current value
   
Mutual Funds
              
      
Vanguard Specialized Gold & Precious Metals Fund
Mutual fund
       $
           14,319
   
Western Asset Core Portfolio
  
Mutual fund
        
                  5,460
   
Yacktman Fund
  
Mutual fund
        
              117,946
   
Total Mutual Funds
            
        106,455,419
                   
 
Common Stocks
              
   
Abbott Laboratories
  
Common stock
        
                  4,791
   
Akamai Technologies Inc.
  
Common stock
        
                  4,705
   
Alkane Resources Ord Npv
  
Common stock
        
                  4,613
   
Altria Group Inc.
  
Common stock
        
                  7,530
   
Apollo Investment Corporation
  
Common stock
        
                  7,749
   
Apple Computer Inc.
  
Common stock
        
              188,698
   
Archer Daniels Midland
  
Common stock
        
                  4,094
   
Ascent Solar Technologies Inc.
  
Common stock
        
                27,303
   
AT&T Inc.
  
Common stock
        
                38,194
   
B & G Foods Inc.
  
Common stock
        
                  6,865
   
Bald Eagle Energy Inc.
  
Common stock
        
                        9
   
Bank Of America Corp.
  
Common stock
        
                  5,411
   
Barrick Gold Corp.
  
Common stock
        
                     126
   
Bear Creek Mining Corp.
  
Common stock
        
                14,341
   
Bluefire Renewables Inc.
  
Common stock
        
                  1,504
   
BP PLC Spon Adr Repsntg
  
Common stock
        
                22,218
   
Bravada Gold Corporation
  
Common stock
        
                      17
   
Bravo Gold Corp.
  
Common stock
        
                      92
   
Bronco Drilling Co Inc.
  
Common stock
        
                     808
   
Cal Dive International Inc.
  
Common stock
        
                  2,268
   
Cameron International Corp.
  
Common stock
        
                  5,580
   
Capstead Mortage Corp.
  
Common stock
        
                      59
   
Cereplast Inc.
  
Common stock
        
                     261
   
Chesapeake Energy Corporation
  
Common stock
        
                  4,767
   
Chevron Corp
  
Common stock
        
                27,010
   
China Sunergy Co Ltd Sponsored Adr
  
Common stock
        
                     418
   
Chipotle Mexican Grill Inc.
  
Common stock
        
                  3,190
   
Cisco Sys Inc.
  
Common stock
        
                  6,069
   
Citigroup Inc.
  
Common stock
        
                  4,730
   
Clearwire Corp.
  
Common stock
        
                  5,150
   
Columbus Gold Corp.
  
Common stock
        
                     626
   
Corning Inc.
  
Common stock
        
              203,617
   
Crosshair Exploration & Mining Corp.
  
Common stock
        
                     441
   
Currencyshares Australian Dollar Trust
  
Common stock
        
                10,298
   
Deep Earth Resources Inc.
  
Common stock
        
                      60
   
Deere & Company
  
Common stock
        
                  1,703
   
Denbury Resources Inc.
  
Common stock
        
                19,090
   
Diamond Offshore Drilling Inc.
  
Common stock
        
                  6,687
   
Direxion Daily Energy Bear 3X Shares
  
Common stock
        
                  2,638
   
Direxion Energy Bear 3X Shares
  
Common stock
        
                  1,890
   
Direxion Daily Real Estate Bear 3X Shares
Common stock
        
                  3,602
   
Direxion Daily Energy Bull 3X Shares
  
Common stock
        
                  1,169
   
East West Bancorp Inc.
  
Common stock
        
                  2,000
   
Eastmain Resources Inc.
  
Common stock
        
                  1,893
   
Ecu Silver Mining Inc.
  
Common stock
        
                     674
   
Eldorado Gold Corp.
  
Common stock
        
                  9,315
   
Empire District Electric Co.
  
Common stock
        
                  8,880
   
Empire Energy Corp International
  
Common stock
        
                      95
   
Endeavour Silver Corp.
  
Common stock
        
                  8,074
   
EOG Resources Inc.
  
Common stock
        
                  4,571
   
ERHC Energy Inc.
  
Common stock
        
                15,584
   
ETFS Physical Palladium Shares
  
Common stock
        
                      80
   
ETFS Physical Gold Shares
  
Common stock
        
              107,555
   
Excellon Resources Inc.
  
Common stock
        
                  6,743
   
Exelon Corp.
  
Common stock
        
                  4,219
   
Exxon Mobil Corp.
  
Common stock
        
                21,484
   
Farallon Mining Ltd.
  
Common stock
        
                  3,975
   
First Majestic Silver Corp.
  
Common stock
        
                21,780
 
 
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, 2010
Identity of issue, borrower, lessor, or similar party
  
Description of investment
     Current value
   
Common Stocks
            
     
First Trust ISE Water Index Fund
  
Common stock
     $
897
   
Flextronics International Inc.
  
Common stock
      
                68,688
   
Ford Motor Co.
  
Common stock
      
                17,613
   
General Electric Co.
  
Common stock
      
                14,767
   
General Motors Co.
  
Common stock
      
                22,485
   
Geologix Explorations Inc.
  
Common stock
      
                     882
   
Gold Fields Ltd.
  
Common stock
      
                  1,425
   
Gran Tierra Energy Inc.
  
Common stock
      
                16,261
   
Gravity Co. Ltd.
  
Common stock
      
                     855
   
Great Basin Gold Ltd.
  
Common stock
      
                  1,184
   
Greenbelt Resources Corp.
  
Common stock
      
                      30
   
Greenhunter Energy Inc. Common
  
Common stock
      
                     648
   
Halliburton Co.
  
Common stock
      
                  8,166
   
Helix Energy Solutions Group Inc.
  
Common stock
      
                  2,428
   
Hess Corp.
  
Common stock
      
                20,972
   
Home Depot Inc.
  
Common stock
      
                  1,753
   
Horizons BetaPro NYMEX Natural Gas Bull
Common stock
      
                56,721
   
Intel Corp.
  
Common stock
      
                  7,814
   
International Business Machines Corp.
  
Common stock
      
                14,676
   
iShares Gold Trust
  
Common stock
      
                72,447
   
iShares Inc MSCI Chile Index Fund
  
Common stock
      
                46,407
   
iShares Silver Trust
  
Common stock
      
                14,185
   
iShares MSCI EAFE Index
  
Common stock
      
              105,930
   
iShares Russell 1000 Index Fund
  
Common stock
      
              238,055
   
iShares Barclays TIPS Bond
  
Common stock
      
                10,931
   
J P Morgan Chase & Co.
  
Common stock
      
                13,588
   
Johnson & Johnson
  
Common stock
      
                  7,433
   
KBR Inc.
  
Common stock
      
                18,282
   
Kellogg Company
  
Common stock
      
                  4,233
   
Key Energy Services Inc.
  
Common stock
      
                     935
   
Kiska Metals Corp.
  
Common stock
      
                     111
   
Kodiak Oil & Gas Corp.
  
Common stock
      
                46,200
   
Kraft Foods Inc.
  
Common stock
      
2,840
   
Level 3 Communications Inc.
  
Common stock
      
980
   
Lilly Eli & Co.
  
Common stock
      
5,256
   
Linn Energy LLC
  
Common stock
      
                  7,498
   
Lowes Companies
  
Common stock
      
                  1,891
   
Mag Silver Corp.
  
Common stock
      
                12,440
   
Marathon Oil Corp.
  
Common stock
      
                20,458
   
Market Vectors Gold Miners ETF
  
Common stock
      
                12,436
   
Market Vectors Junior Gold Mine
  
Common stock
      
                17,170
   
Market Vectors Rare Earth/Strategic Metals
Common stock
      
                  2,400
   
Market Vectors Steel ETF
  
Common stock
      
                  1,567
   
Maverick Oil & Gas Inc.
  
Common stock
      
                        3
   
McDonalds Corp.
  
Common stock
      
                  8,136
   
Medco Health Solutions Inc.
  
Common stock
      
                  6,127
   
Medtronic Inc.
  
Common stock
      
                  7,418
   
Merck & Co Inc.
  
Common stock
      
                  4,505
   
MGM Resorts International
  
Common stock
      
                  1,114
   
Murphy Oil Corp.
  
Common stock
      
                60,794
   
National Grid Plc.
  
Common stock
      
                  8,876
   
National Oilwell Inc.
  
Common stock
      
                20,175
   
National Storm Management Inc.
  
Common stock
      
                     188
   
Newmont Mining Corp.
  
Common stock
      
                      79
*
  
Noble Energy, Inc.
  
Common stock
      
          54,693,857
   
North American Palladium Ltd.
  
Common stock
      
                  6,940
   
Northern Dynasty Minerals Ltd.
  
Common stock
      
                10,217
   
Northwest Biotherapeutics Inc.
  
Common stock
      
                        3
   
Oilsands Quest Inc.
  
Common stock
      
                  3,843
   
Pepsico Inc.
  
Common stock
      
                18,716
   
Petrohawk Energy Corp.
  
Common stock
      
                13,140
   
Petroleum Development Corp.
  
Common stock
      
                  1,056
   
Petrosun Drilling Inc.
  
Common stock
      
                     338
   
Pfizer Inc.
  
Common stock
      
                16,783
 
 
16
 
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, 2010
Identity of issue, borrower, lessor, or similar party
  
Description of investment
       Current value
 
Common Stocks
              
   
PNC Financial Services Group.
  
Common stock
       $
                2,736
   
PowerShares DB USD Index Bearish
  
Common stock
        
                10,840
   
PowerShares Dynamic Energy E&P
  
Common stock
        
                  2,350
   
PowerShares Global Nuclear Energy
  
Common stock
        
                     675
   
PowerShares Water Resources
  
Common stock
        
                  2,717
   
Radient Pharmaceuticals Corp.
  
Common stock
        
                     409
   
Raytheon Co.
  
Common stock
        
                  9,268
   
Research In Motion Ltd.
  
Common stock
        
                  1,163
   
Rex Energy Corp.
  
Common stock
        
                  5,460
   
Royal Dutch Shell Plc.
  
Common stock
        
                  7,024
   
Samex Mining Corp.
  
Common stock
        
                     549
   
Sandridge Energy Inc.
  
Common stock
        
                16,543
   
Energy Select Sector SPDR
  
Common stock
        
                  2,501
   
Silver Quest Res Ltd.
  
Common stock
        
                  6,138
   
Silver Star Energy Inc.
  
Common stock
        
                      15
   
Silver Wheaton Corp.
  
Common stock
        
                58,560
   
Silvercorp Metals Inc.
  
Common stock
        
                23,281
   
Southwestern Energy
  
Common stock
        
                22,458
   
SPDR Gold Shares
  
Common stock
        
                39,535
   
SPDR S&P Metals & Mining
  
Common stock
        
                15,296
   
Sprott Physical Gold Trust ETV
  
Common stock
        
                24,690
   
Sprott Physical Silver Trust ET
  
Common stock
        
                21,105
   
St Jude Medical Inc.
  
Common stock
        
                  4,275
   
Sympowerco Corp.
  
Common stock
        
                      25
   
Synergy Resources Corp.
  
Common stock
        
                11,400
   
Tengasco Inc.
  
Common stock
        
                     986
   
Terax Energy Inc.
  
Common stock
        
                      19
   
Tesoro Petroleum
  
Common stock
        
                  4,888
   
TJX Companies Inc.
  
Common stock
        
                  4,439
   
Tournigan Ventures Corp.
  
Common stock
        
                     129
   
Ultra Petroleum Corp.
  
Common stock
        
                21,019
   
United States Gasoline Fund Lp.
  
Common stock
        
                  9,474
   
United States Natural Gas Fund Lp.
  
Common stock
        
                12,194
   
United States Oil Fund Lp.
  
Common stock
        
                10,530
   
United Technologies Corp.
  
Common stock
        
                21,268
   
Uranium Energy Corp.
  
Common stock
        
                     483
   
Vanguard REIT Index ETF
  
Common stock
        
                37,818
   
Vanguard Small Cap Growth ETF
  
Common stock
        
                21,305
   
Vanguard Extended Market Index ETF
  
Common stock
        
                      55
   
Vanguard MSCI Emerging Markets ETF
  
Common stock
        
                62,482
   
Vanguard Total World Stock Index ETF
  
Common stock
        
                      49
   
Vanguard Consumer Discretionary ETF
  
Common stock
        
                      61
   
Vanguard Consumer Staples ETF
  
Common stock
        
                  4,518
   
Vanguard Energy ETF
  
Common stock
        
                     101
   
Vanguard Health Care ETF
  
Common stock
        
                      57
   
Vanguard Industrials ETF
  
Common stock
        
                  5,254
   
Vanguard Dividend Appreciation ETF
  
Common stock
        
                  4,471
   
Wells Fargo & Co.
  
Common stock
        
                  1,295
   
WisdomTree Dreyfus Chinese Yuan
  
Common stock
        
                  7,655
   
Xl Group Plc.
  
Common stock
        
                  8,728
   
Yingli Green Energy Holding Co. Ltd.
  
Common stock
        
                  8,892
   
Total Common Stocks
            
          57,208,736
                   
 
Other Investments
              
   
Barclays Bank
  
Other investments
        
                97,700
   
United States Treasury Bills
  
Other investments
        
                50,000
   
Apple Inc. Call Option
  
Other investments
        
                 (5,800)
   
Inergy LP
  
Other investments
        
                  9,810
   
Senior Housing Property Trust
  
Other investments
        
                13,747
   
Total Other Investments
            
              165,457
 
 
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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, 2010
Identity of issue, borrower, lessor, or similar party
  
 
Description of investment
        
 Current value
*
Notes Receivable from Participants
  
Interest rates ranging from 3.25% to 8.25%; maturity dates ranging from January 14, 2011 through July 31, 2024
            4,127,457
               $  196,349,113
 
* 
Represents party-in-interest.
 
Note: Historical cost information has been omitted for participant-directed investments.
 
See accompanying report of independent registered public accounting firm.
 
 
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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 20, 2011
By:
/s/ Andrea Lee Robison
 
Andrea Lee Robison,
 
Vice President, Human Resources of Noble Energy, Inc.
 
 
19
 
INDEX TO EXHIBIT

Exhibit number
  
Exhibit
     
 
Consent of Independent Registered Public Accounting Firm
 

20