form11-k.htm
 


UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
 
FORM 11-K
 

(Mark One)
 
x   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2007
 
OR
 
¨   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________ to ____________
 
Commission File No. 001–07964
 

 
A.           Full title of the plan and 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 Schedules


 
1
Financial Statements
 
  
 
2
 
3
 
4
Supplemental Schedules
 
  
11
 
12
 

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, 2007 and 2006, 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, 2007 and 2006, 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 4a – schedule of delinquent participant contributions for the year ended December 31, 2007 and supplemental schedule H, line 4i – schedule of assets (held at end of year) as of December 31, 2007 are presented for purposes of additional analysis and are not a required part of the basic financial statements but are 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 schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.


 
KPMG LLP

Houston, Texas
June 18, 2008



 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
 
             
   
December 31,
  
   
2007
    
2006
  
Assets
            
Cash, non-interest bearing
   $ -     $ 147,317  
Investments, at fair value (Note 4)
     150,099,051       126,470,771  
 Receivables
                
Participant contributions receivable
     250,243       212,881  
Employer contributions receivable
     1,609,404       579,932  
Interest and dividends receivable
     7,021       4,074  
Total receivables
     1,866,668       796,887  
Total Assets
     151,965,719       127,414,975  
                 
Liabilities
                
Due to trustee for securities purchased
     41,172       147,317  
Total Liabilities
     41,172       147,317  
Net Assets Available for Benefits, at Fair Value
     151,924,547       127,267,658  
                 
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
     179,882       167,377  
Net Assets Available for Benefits
   $ 152,104,429     $ 127,435,035  
                 
                 
The accompanying notes are an integral part of these financial statements.
                
 


 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
 
             
   
Year Ended December 31,
  
   
2007
    
2006
  
Additions to Net Assets
            
 Investment Income
            
 Net appreciation in fair value of investments (Note 4)
   $ 13,225,534     $ 9,117,823  
   Dividends
     7,303,569       4,217,454  
 Participant loan interest
     197,619       159,162  
 Interest from other investments
     840,482       657,280  
 Net Investment Income
     21,567,204       14,151,719  
  Contributions
                
   Participants
     8,507,788       7,450,758  
  Rollover
     709,936       588,418  
   Employer
     6,145,878       4,835,625  
 Total Contributions
     15,363,602       12,874,801  
 Total Additions
     36,930,806       27,026,520  
                 
Deductions from Net Assets
                
 Benefits paid to participants
     12,243,187       13,710,431  
 Administrative expenses
     18,225       15,038  
 Total Deductions
     12,261,412       13,725,469  
                 
Net Increase Before Transfers
     24,669,394       13,301,051  
Transfers Into Plan
     -       36,332,684  
Net Increase in Net Assets Available for Benefits
     24,669,394       49,633,735  
                 
Net Assets Available for Benefits
                
 Beginning of year
     127,435,035       77,801,300  
  End of year
   $ 152,104,429     $ 127,435,035  
                 
                 
The accompanying notes are an integral part of these financial statements.
                
 

 


NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 
Notes to Financial Statements
 
For the Years Ended December 31, 2007 and 2006
 

 
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 who have completed specified terms of service with Noble Energy, Inc., formerly Noble Affiliates, Inc., and its wholly owned subsidiaries (collectively referred to as the “Company” and “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 contribute up to 50% of their basic compensation, including overtime, subject to the annual limitation established by the Internal Revenue Service (“IRS”) of $15,500 in 2007 and $15,000 in 2006. The Company’s matching contribution percentage is 100% of the participant’s contribution up to 6% of the participant’s basic compensation and is funded subsequent to each pay period. Participants who are age 50 or older are eligible to contribute catch-up contributions, subject to certain IRS limits ($5,000 in 2007 and 2006). The Company does not match catch-up contributions.  In addition, participants may contribute amounts representing rollovers from other qualified plans or from an individual retirement account.

Effective January 1, 2006, a new 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:

   
Percentage of Basic
    
Percentage of Basic
  
   
Compensation while a
    
Compensation while a
  
   
Covered Employee that was
    
Covered Employee that was
  
   
Below the Taxable Wage
    
Above the Taxable Wage
  
Age of Participant
  
Base
    
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, Noble Energy common stock 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.



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
  
Vested
  
Completed by Participant
  
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
  
Vested
Completed by Participant
  
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 or installment payments, as elected by a 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, 2007 ranged from 4.0% 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 (the "Patina Plan”) prior to its merger into Plan (see Note 3). Maturity dates on loans outstanding as of December 31, 2007 ranged from January 4, 2008 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 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. (“Fidelity”) is the recordkeeper.

Noble Energy Common Stock Voting Rights
 
Each participant is entitled to exercise voting rights attributable to the shares of Noble Energy common stock allocated to his or her account and is notified by the Trustee prior to the time that such rights are to be exercised. If the participant does not exercise these rights, the shares are voted by the Trustee as directed by the Committee.

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.

Use of Estimates
 
The preparation of financial statements in conformity with United States generally accepted accounting principles 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 June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 was effective for fiscal years beginning after December 15, 2006. The Plan’s adoption of FIN 48 on January 1, 2007 did not have a material impact on the statement of net assets available for benefits or statement of changes in net assets available for benefits.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, (“SFAS 157”) which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 applies only to fair value measurements already required or permitted by other accounting standards and does not impose requirements for additional fair value measures. SFAS 157 was issued to increase consistency and comparability in reporting fair values. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not expect the adoption of SFAS 157 to have a material impact on the statement of net assets available for benefits or statement of changes in net assets available for benefits.





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. Purchases and sales of investments are recorded on a trade-date basis. Participant loans and cash are valued at cost, which approximates fair value.
 
As described in FASB Staff Position No. AAG INV-1 and No. 94-4-1, “Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans” (the “FSP”), 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 by the FSP, 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.

The Fidelity Managed Income Portfolio is a common/collective trust fund that invests in guaranteed investments contracts (“GICs”) and synthetic GICs and is presented at fair value as well as the adjustment from fair value to contract value.  The fair value of fully benefit-responsive investment 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.
 
Interest is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation in fair value of investments includes gains and losses on investments sold during the year as well as appreciation 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 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, 2007 and 2006, there were no outstanding balances related to these lines of credit.

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 shall become a forfeiture upon participant termination for reasons other than retirement, death or permanent disability. The forfeiture balance as of December 31, 2007 and 2006 was $47,658 and $68,540, respectively. Forfeitures can also be used to reduce the Company’s future contributions. Forfeitures utilized to reduce future contributions totaled $100,000 and $0 in 2007 and 2006, respectively.



Note 3 – Plan Merger
 
As a result of the acquisition of Patina Oil & Gas Corporation on May 16, 2005, the Patina Plan was merged into the Plan effective April 3, 2006. Participants in the Patina Plan became eligible to participate in the Plan beginning January 1, 2006.  Assets of $36,332,684 were transferred from the Patina Plan into the Plan during 2006.

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,
  
   
2007
    
2006
  
Noble Energy common stock
   $ 39,484,572     $ 24,781,330  
Dodge & Cox Stock Fund
     14,109,869       14,331,871  
Fidelity Diversified International Fund
     11,274,006       7,567,573  
Fidelity Dividend Growth Fund
     *       7,840,800  
Fidelity Managed Income Portfolio (contract value of $16,732,125 and $16,820,678, respectively)
     16,552,243       16,653,301  
Fidelity Puritan Fund
     8,582,045       9,120,193  
Spartan US Equity Index Fund
     8,181,641       8,802,792  
The Growth Fund of America
     9,708,598       8,268,433  
                 
*  Less than 5% of the Plan's net assets
                
 
As of December 31, 2007 and 2006, approximately 26% and 19% of the Plan’s net assets were invested in shares of Noble Energy common stock, respectively.

The Plan’s investments, including investments bought, sold and held during the year, appreciated (depreciated) in value as follows:
   
Year Ended December 31,
  
   
2007
    
2006
  
Noble Energy common stock
   $ 15,297,792     $ 4,585,703  
Mutual funds
     (2,259,555 )     4,516,563  
Common stocks
     187,297       15,557  
Net appreciation in fair value
   $ 13,225,534     $ 9,117,823  
 
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 March 8, 2003. The Plan has been amended since the date of the determination letter. However, the Plan Administrator 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. The Company is the plan sponsor; therefore, these transactions qualify as related-party transactions.  Total net assets invested in Noble Energy common stock were $39,484,572 and $24,781,330 as of December 31, 2007 and 2006, respectively.

The Plan also invests in money market funds, a common/collective trust fund and mutual funds issued by an affiliate of the Trustee. Fidelity Management Trust Company is the Plan’s trustee; therefore, these transactions qualify as related-party transactions. Total net assets invested in Fidelity funds and cash accounts were $62,825,026 and $59,308,361 as of December 31, 2007 and 2006, 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,
    
December 31,
  
   
2007
    
2006
  
Net assets available for benefits per the financial statements
   $ 152,104,429     $ 127,435,035  
Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts
     (179,882 )     (167,377 )
Net assets available for benefits per the Form 5500
   $ 151,924,547     $ 127,267,658  
 
The following is a reconciliation of net investment income per the financial statements to the Form 5500:

   
Year Ended
    
Year Ended
  
   
December 31,
    
December 31,
  
   
2007
    
2006
  
Net investment income per the financial statements
   $ 21,567,204     $ 14,151,719  
Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts December 31, 2007 and 2006
     (179,882 )     (167,377 )
Add: Adjustment from fair value to contract value for fully benefit-responsive investment contracts December 31, 2006 and 2005
     167,377       -  
Net investment income per the Form 5500
   $ 21,554,699     $ 13,984,342  
 
Fully benefit-responsive investment contracts are recorded on the Form 5500 at fair value but are adjusted to contract value for financial statement presentation.








Note 9 – Delinquent Participant Contributions
 
As reported on schedule H, line 4a, schedule of delinquent participant contributions for the year ended December 31, 2007, certain 2006 participant contributions and participant loan payments were not remitted to the trust within the time frame specified by the Department of Labor’s Regulation 29 CFR 2510.53-102, thus constituting nonexempt transactions between the Plan and the Company. On June 22, 2007, the Company remitted $227 of lost interest on the delinquent participant contributions and $75 of lost interest on the delinquent loan repayments for the period outstanding. On June 26, 2007, the Company remitted $30 of lost interest on the delinquent participant contributions for the period outstanding.

Schedule 1
 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
Schedule H, Line 4a – Schedule of Delinquent Participant Contributions
  
Year ended December 31, 2007

Identity of party involved    Relationship to plan, employer or other party-in-interest    Description of transaction, including rate of interest   Amount on line 4(a)   Lost interest  
Noble Energy, Inc.   Plan sponsor   2006 participant contributions and loan repayments not deposited to Plan in a timely manner (Interest rate: various)   $ 4,212   $ 332  
 
During 2006, it was noted that there were unintentional delays by the Company in submitting participant contributions and loan repayments in the amount of $4,212 to the trustee. On June 22, 2007, the Company remitted $227 of lost interest on the delinquent participant contributions and $75 of lost interest on the delinquent loan repayments for the period outstanding. On June 26, 2007, the Company remitted $30 of lost interest on the delinquent participant contributions for the period outstanding.


See accompanying report of independent registered public accounting firm.

Schedule 2
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
  
December 31, 2007
  
   
 
  
Identity of issue, borrower, lessor, or similar party
Description of investment
  
Current value
  
 
Interest Bearing Cash
        
*
Fidelity Cash Reserves
Cash
   $ 888,367  
*
Fidelity Institutional Money Market Portfolio
Cash
     1,683,122  
*
Fidelity Select Money Market Portfolio
Cash
     9,292  
 
Bank Union
Certificate of deposit
     29,000  
 
Colorado Capital Bank
Certificate of deposit
     15,000  
 
Doral Bank
Certificate of deposit
     15,000  
 
First Bank & Trust
Certificate of deposit
     20,000  
 
First Southern National Bank
Certificate of deposit
     80,000  
 
Morgan Stanley
Certificate of deposit
     20,000  
 
R-G Premier Bank
Certificate of deposit
     70,007  
 
Strategic Capital
Certificate of deposit
     69,853  
 
Washita State Bank
Certificate of deposit
     43,000  
 
Total Interest Bearing Cash
       2,942,641  
 
Common Collective Trust Fund
          
*
Fidelity Managed Income Portfolio
Common collective trust fund
     16,552,243  
 
Total Common Collective Trust Fund
       16,552,243  
 
Mutual Funds
          
 
American Century Small Company Fund
Mutual fund
     3,202,778  
 
Dodge & Cox Stock Fund
Mutual fund
     14,109,869  
 
Dodge & Cox International Stock Fund
Mutual fund
     10,525  
*
Fidelity Capital & Income Fund
Mutual fund
     5,452  
*
Fidelity Convertible Securities Fund
Mutual fund
     4,508  
*
Fidelity Diversified International Fund
Mutual fund
     11,274,006  
*
Fidelity Dividend Growth Fund
Mutual fund
     7,384,383  
*
Fidelity Freedom Income Fund
Mutual fund
     1,059,228  
*
Fidelity Freedom 2000 Fund
Mutual fund
     137,118  
*
Fidelity Freedom 2005 Fund
Mutual fund
     93,979  
*
Fidelity Freedom 2010 Fund
Mutual fund
     1,542,793  
*
Fidelity Freedom 2015 Fund
Mutual fund
     660,658  
*
Fidelity Freedom 2020 Fund
Mutual fund
     2,084,306  
*
Fidelity Freedom 2025 Fund
Mutual fund
     653,034  
*
Fidelity Freedom 2030 Fund
Mutual fund
     1,112,253  
*
Fidelity Freedom 2035 Fund
Mutual fund
     366,324  
*
Fidelity Freedom 2040 Fund
Mutual fund
     379,054  
*
Fidelity Investment Grade Bond Fund
Mutual fund
     2,142  
*
Fidelity Puritan Fund
Mutual fund
     8,582,045  
*
Fidelity Pacific Basin Fund
Mutual fund
     57,924  
*
Fidelity Small Cap Growth Fund
Mutual fund
     9,762  
*
Fidelity Select Air Transportation Portfolio
Mutual fund
     44,332  
*
Fidelity Select Food & Agriculture Portfolio
Mutual fund
     54,824  
*
Fidelity Total Bond Fund
Mutual fund
     2,236  
 
Franklin Small Mid-Cap Growth Fund
Mutual fund
     4,513,466  
 
Guinness Atkinson China & Hong Kong Fund
Mutual fund
     6,574  
 
Harding Loevner Emerging Market Portfolio
Mutual fund
     38,160  
 
Heartland Value Fund
Mutual fund
     44,197  
 
Janus Mid Cap Value Fund - Institutional Shares
Mutual fund
     5,045,525  
 
Janus Strategic Value Fund
Mutual fund
     55,147  
 
Marsico 21st Century Fund
Mutual fund
     53,694  
 
Navellier Fundamental A Portfolio
Mutual fund
     41,123  
 
PIMCO Moderate Duration Fund
Mutual fund
     4,764,017  
 
PRIMECAP Odyssey Aggressive Growth Fund
Mutual fund
     45,771  
 
Royce Value Plus Investment Class Fund
Mutual fund
     47,240  
*
Spartan US Equity Index Fund
Mutual fund
     8,181,641  
 
The Growth Fund of America
Mutual fund
     9,708,598  
 
Third Avenue Value Fund
Mutual fund
     30,948  
 
T. Rowe Price Emerging Europe & Mediterranean Fund
Mutual fund
     60,905  
 
Vanguard Global Equity Fund
Mutual fund
     51,087  
 
Westcore Select Fund
Mutual fund
     50,954  
 
Western Asset Core Portfolio
Mutual fund
     4,846  
 
Total Mutual Funds
       85,577,426  

 
NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
 
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
  
 
December 31, 2007
  
 
 
    
 
  
 
Identity of issue, borrower, lessor, or similar party
Description of investment
  
Current value
  
 
Common Stocks
        
 
Abercrombie & Fitch Co.
Common stock
   $ 16,100  
 
Aeropostale Inc.
Common stock
     15,900  
 
Agrium Inc.
Common stock
     14,442  
 
Akamai Technologies Inc.
Common stock
     3,460  
 
Allegheny Technologies Inc.
Common stock
     8,679  
 
Altria Group Inc.
Common stock
     4,209  
 
AMDL, Inc.
Common stock
     1,644  
 
American Eagle Outfitters Inc.
Common stock
     8,374  
 
American Vanguard Corp.
Common stock
     17,455  
 
AspenBio Pharma Inc.
Common stock
     9,592  
 
AT&T Inc.
Common stock
     20,780  
 
Atwood Oceanics Inc.
Common stock
     35,084  
 
BP plc
Common stock
     85  
 
Bed Bath & Beyond Inc.
Common stock
     11,756  
 
BioFuel Energy Corp.
Common stock
     56,240  
 
Bravo Venture Group
Common stock
     697  
 
Bronco Drilling Company Inc.
Common stock
     1,500  
 
Brookfield Asset Management Inc.
Common stock
     6,285  
 
Capstead Mortgage Corp.
Common stock
     2,374  
 
Cell Genesys, Inc.
Common stock
     9,925  
 
CF Industries Holdings, Inc.
Common stock
     33,018  
 
Chesapeake Energy Corp.
Common stock
     39,584  
 
Chevron Corp.
Common stock
     65,899  
 
Chicago Bridge & Iron Company
Common stock
     39,286  
 
Chipotle Mexican Grill, Inc.
Common stock
     2,206  
 
Cimarex Energy Co.
Common stock
     17,012  
 
Coca-Cola Co.
Common stock
     6,247  
 
Columbus Gold Corp.
Common stock
     957  
 
Corning Inc.
Common stock
     230,810  
 
Creative Technology Ltd.
Common stock
     4,250  
 
Crosshair Exploration & Mining Corp.
Common stock
     1,547  
 
Cummins Engine Company, Inc.
Common stock
     6,465  
 
Deep Down, Inc.
Common stock
     8,134  
 
Deep Earth Resources
Common stock
     60  
 
Delek US Holdings Inc.
Common stock
     10,225  
 
Dendreon Corp.
Common stock
     245,068  
 
Diamond Offshore Drilling Inc.
Common stock
     92,300  
 
Dune Energy Inc
Common stock
     2,040  
 
East West Bancorp, Inc.
Common stock
     2,450  
 
ECU Silver Mining Inc.
Common stock
     1,091  
 
Eden Energy Corp
Common stock
     2,340  
 
EMC Corporation
Common stock
     5,559  
 
Energy Transfer Equity, L.P.
Common stock
     38,929  
 
Ethanoil & Gas Corp
Common stock
     1  
 
Ethanex Energy
Common stock
     4,200  
 
ExxonMobil Corp.
Common stock
     69,065  
 
FortuNet, Inc.
Common stock
     8,050  
 
Freeport-McMoRan Copper & Gold Inc.
Common stock
     15,366  
 
Garmin Ltd.
Common stock
     55,290  
 
Gasco Energy Inc.
Common stock
     1,990  
 
Gemini Explorations
Common stock
     464  
 
Geologix Explorations Inc.
Common stock
     2,677  
 
Geoinformatics Exploration Inc.
Common stock
     300  
 
Gold Fields Ltd.
Common stock
     1,065  
 
Goldman Sachs Group Inc.
Common stock
     48,565  
 
Google Inc.
Common stock
     24,202  
 
Great Basin Gold Ltd.
Common stock
     1,064  
 
HKN, Inc.
Common stock
     837  
 
Insteel Industries Inc.
Common stock
     11,730  
 
Intel Corp.
Common stock
     6,901  
 
iShares Silver Trust
Common stock
     3,233  
 
JPMorgan Chase & Co.
Common stock
     13,166  
 
Johnson & Johnson
Common stock
     7,279  
 
KBR, Inc.
Common stock
     23,280  
 
Kellogg Company
Common stock
     5,457  
 
Key Energy Services Inc.
Common stock
     1,036  
 
Kraft Foods Inc.
Common stock
     3,444  
 
Level 3 Communications Inc.
Common stock
     3,040  

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
  
December 31, 2007
  
 
    
 
  
Identity of issue, borrower, lessor, or similar party
Description of investment
  
Current value
  
 
Common Stocks
        
 
Mammoth Energy Group
Common stock
     1  
 
Marathon Oil Corp.
Common stock
     30,689  
 
Maverick Oil & Gas Inc.
Common stock
     29  
 
MGM Mirage
Common stock
     6,302  
 
Mosaic Co.
Common stock
     56,604  
 
Murphy Oil Corp.
Common stock
     65,753  
 
Nasdaq OMX Group Inc
Common stock
     14,847  
*
Noble Energy, Inc.
Common stock
     39,484,572  
 
Northern Dynasty Minerals Ltd.
Common stock
     919  
 
Northwest Biotherapeutics Inc.
Common stock
     10  
 
On The Go Healthcare, Inc.
Common stock
     16  
 
Particle Drilling Technologies, Inc.
Common stock
     516  
 
Pepsico, Inc.
Common stock
     20,004  
 
PetroSun Inc.
Common stock
     2,100  
 
Pfizer Inc.
Common stock
     21,135  
 
Potash Corp.
Common stock
     41,748  
 
PowerShares Global Water Portfolio
Common stock
     3,008  
 
PowerShares Dynamic Energy Exploration & Production Portfolio
Common stock
     2,543  
 
Qiao Xing Universal Telephone Inc.
Common stock
     4,950  
 
RTI International Metals Inc.
Common stock
     41,358  
 
Sally Beauty Holdings Inc.
Common stock
     28,960  
 
Samex Mining Corp
Common stock
     508  
 
SandRidge Energy, Inc.
Common stock
     7,172  
 
Sears Holdings Corporation
Common stock
     56,128  
 
Shaw Communications, Inc.
Common stock
     14,208  
 
Shengdatech, Inc.
Common stock
     36,125  
 
Silver Star Energy Inc.
Common stock
     45  
 
Sony Corp.
Common stock
     185,316  
 
Southern Copper Corp.
Common stock
     36,796  
 
Southern Home Medical Equipment, Inc
Common stock
     45  
 
Southwestern Energy Co.
Common stock
     16,716  
 
streetTRACKS Gold Shares
Common stock
     4,123  
 
Terax Energy Inc.
Common stock
     15  
 
Terra Industries Inc.
Common stock
     34,387  
 
Tesoro Corporation
Common stock
     11,976  
 
Teton Energy Corp.
Common stock
     48,755  
 
Texas Instruments Inc.
Common stock
     8,376  
 
Titanium Metals Corp.
Common stock
     7,957  
 
Tournigan Energy Ltd.
Common stock
     528  
 
Transocean, Inc.
Common stock
     42,945  
 
Trophy Resources Inc.
Common stock
     5  
 
Ultra Petroleum Corp.
Common stock
     14,300  
 
United Technologies Corp.
Common stock
     19,180  
 
Vimple-Communications
Common stock
     37,440  
 
XTO Energy Inc.
Common stock
     103,505  
 
Xerium Technologies Inc.
Common stock
     10,400  
 
Total Common Stocks
       41,934,775  
 
Other Investments
          
 
Enterprise Products Partners L.P.
Other investments
     4,944  
 
Precision Castparts Call Option
Other investments
     (1,600 )
 
The Blackstone Group
Other investments
     9,959  
 
Williams Coal Seam Gas Royalty Trust
Other investments
     1,583  
 
Total Other Investments
       14,886  
*
Participant Loans
Interest rates range from 4.0% to 9.75%; maturities from January 4, 2008 through July 31, 2024
     3,077,080  
 
Total Participant Loans
       3,077,080  
 
Total Investments
     $ 150,099,051  
*
Represents party-in-interest.
          
             
Note: Historical cost information has been omitted for participant-directed investments.
        
             
See accompanying report of independent registered public accounting firm.
        
 
14
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 19, 2008
By:
/s/ Andrea Lee Robison
 
Andrea Lee Robison,
 
Vice President, Human Resources of Noble Energy, Inc.



INDEX TO EXHIBIT

Exhibit number
  
Exhibit
     
23.1
  
Consent of Independent Registered Public Accounting Firm


16