UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

 

 

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN

Index to Financial Statements and Supplemental Schedules

Report of Independent Registered Public Accounting Firm		1
Financial Statements
Statements of Net Assets Available for Benefits as of December 31, 2006 and 2005		2
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2006 and 2005		3
Notes to Financial Statements		4
Supplemental Schedules
Schedule H, Line 4a – Schedule of Delinquent Participant Contributions for the year ended December 31, 2006		10
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2006		11

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, 2006 and 2005, 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, 2006 and 2005, 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, 2006 and supplemental schedule H, line 4i – schedule of assets (held at end of year) as of December 31, 2006 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.

 

/s/ KPMG LLP
Houston, Texas
June 27, 2007

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NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits

		December 31,
		2006			2005
Assets
Cash, non-interest bearing		$	147,317		$	—
Investments, at fair value (Note 4)		126,470,771			77,703,435
Receivables
Participant contributions receivable		212,881			—
Employer contributions receivable		579,932			—
Interest and dividends receivable		4,074			1,230
Total receivables		796,887			1,230
Total Assets		127,414,975			77,704,665
Liabilities
Due to trustee for securities purchased		147,317			—
Net Assets Available for Benefits, at Fair Value		127,267,658			77,704,665
Adjustment from fair value to contract value for fully
benefit-responsive investment contracts		167,377			96,635
Net Assets Available for Benefits		$	127,435,035		$	77,801,300

 

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

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NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN

Statements of Changes in Net Assets Available for Benefits

		Year Ended December 31,
		2006			2005
Additions to Net Assets
Investment Income
Net appreciation in fair value of investments (Note 4)		$	9,117,823		$	3,952,924
Dividends		4,217,454			1,844,848
Interest from other investments		657,280			269,246
Participant loan interest		159,162			99,721
Net Investment Income		14,151,719			6,166,739
Contributions
Participants		7,450,758			4,229,691
Rollover		588,418			587,406
Employer		4,835,625			2,577,755
Total Contributions		12,874,801			7,394,852
Total Additions		27,026,520			13,561,591
Deductions from Net Assets
Benefits paid to participants		13,710,431			4,976,375
Administrative expenses		15,038			12,635
Total Deductions		13,725,469			4,989,010
Net Increase Before Transfers		13,301,051			8,572,581
Transfers Into Plan		36,332,684			—
Net Increase in Net Assets Available for Benefits		49,633,735			8,572,581
Net Assets Available for Benefits
Beginning of year		77,801,300			69,228,719
End of year		$	127,435,035		$	77,801,300

 

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, 2006 and 2005

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 $15,000 in 2006 and $14,000 in 2005. 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 2006 and $4,000 in 2005). 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.

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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 year		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. Effective March 28, 2005, the Plan was amended to require 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, 2006 ranged from 4.0% to 11.5% and loans are required to be repaid within five years through payroll deductions. Maturity dates on loans outstanding as of December 31, 2006 ranged from January 1, 2007 to July 31, 2024. Repayments of principal and interest are credited to the borrowing participant’s account. Participants may have a maximum of two loans outstanding at a time.

5

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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 Pronouncement

As of December 31, 2006, the Plan adopted Financial Accounting Standards Board (“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”). The FSP requires the Statement of Net Assets Available for Benefits present the fair value of the Plan’s investments as well as the adjustment from fair value to contract value for the fully benefit-responsive investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis for the fully benefit-responsive investment contracts. The FSP was applied retroactively to the prior period presented on the Statement of Net Assets Available for Benefits as of December 31, 2005.

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.

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 provided in the FSP, an investment contract is generally valued at contract value, rather than fair value, to the extent it is fully benefit-responsive.  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.

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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 (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, 2006 and 2005, 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.

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 our matching contribution shall become a forfeiture upon participant termination for reasons other than retirement, death or permanent disability. The forfeiture balance as of December 31, 2006 and 2005 was $68,540 and $32,419, respectively. Forfeitures can also be used to reduce our future matching contributions. There were no forfeitures utilized in 2006 and 2005, respectively.

Note 3 – Plan Merger

As a result of the acquisition of Patina Oil & Gas Corporation on May 16, 2005, the Patina Oil & Gas Corporation Profit Sharing and 401(k) Plan (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,
		2006			2005
Noble Energy common stock		$	24,781,330		$	10,638,669
Dodge & Cox Stock Fund		14,331,871			10,399,372
Fidelity Diversified International Fund		7,567,573			*
Fidelity Dividend Growth Fund		7,840,800			4,318,354
Fidelity Managed Income Portfolio (contract value of $16,820,680 and $8,608,738, respectively)		16,653,301			8,512,103
Fidelity Puritan Fund		9,120,193			8,395,129
Franklin Small Mid-Cap Growth Fund		*			3,916,870
PIMCO Moderate Duration Fund		*			4,420,156
Spartan US Equity Index Fund		8,802,792			7,478,759
The Growth Fund of America		8,268,433			5,744,765

 

*    Less than 5% of the Plan’s net assets

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As of December 31, 2006 and 2005, approximately 19% and 14% 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 in value as follows:

		Year Ended December 31,
		2006			2005
Noble Energy common stock		$	4,585,703		$	2,029,759
Mutual funds		4,516,563			1,871,149
Common stocks		15,557			52,016
Net appreciation in fair value		$	9,117,823		$	3,952,924

 

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 $24,781,330 and $10,638,669 as of December 31, 2006 and 2005, 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 $59,308,361 and $34,968,043 as of December 31, 2006 and 2005, 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 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.

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,
		2006
Net assets available for benefits per the financial statements		$	127,435,035
Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts		(167,377		)
Net assets available for benefits per the Form 5500		$	127,267,658

 

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

		Year Ended
		December 31,
		2006
Net investment income per the financial statements		$	14,158,823
Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts		(167,377		)
Net investment income per the Form 5500		$	13,991,446

 

Note 9 –Delinquent Participant Contributions

As reported on schedule H, line 4a, Schedule of Delinquent Participant Contributions for the Year ended December 31, 2006, certain 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 for the year ended December 31, 2006. 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.

9

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN

Schedule H, Line 4a – Schedule of Delinquent Participant Contributions

Year ended December 31, 2006

		Relationship to plan,
Identity of		employer or other		Description of transaction,		Amount on			Lost
party involved		party-in-interest		including rate of interest		line 4(a)			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.

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NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2006

 

Identity of issue, borrower,						Current
lessor, or similar party				Description of investment		value
		Interest Bearing Cash
*		Fidelity Cash Reserves		Cash		$	877,766
*		Fidelity Institutional Money Market Portfolio		Cash		1,075,211
*		Fidelity Retirement Money Market Portfolio		Cash		288
		Builders Bank		Certificate of deposit		14,000
		Capital Crossing Bank		Certificate of deposit		5,000
		City Bank		Certificate of deposit		70,021
		First Security Bank		Certificate of deposit		70,021
		Morgan Stanley		Certificate of deposit		26,000
		Pacific Capital Bancorp		Certificate of deposit		22,000
		R-G Premier Bank		Certificate of deposit		70,098
		Citizens Bank		Certificate of deposit		15,000
		United Community Bank		Certificate of deposit		1,000
		Total Interest Bearing Cash				2,246,405
		Common Collective Trust Fund
*		Fidelity Managed Income Portfolio		Common collective trust fund		16,653,301
		Total Common Collective Trust Fund				16,653,301
		Mutual Funds
		American Century Small Company		Mutual fund		3,063,736
		Dodge & Cox Stock Fund		Mutual fund		14,331,871
		Dodge & Cox International Stock Fund		Mutual fund		3,735
*		Fidelity Puritan Fund		Mutual fund		9,120,193
*		Fidelity Diversified International Fund		Mutual fund		7,567,573
*		Fidelity Dividend Growth Fund		Mutual fund		7,840,800
*		Fidelity Freedom Income Fund		Mutual fund		780,179
*		Fidelity Freedom 2000 Fund		Mutual fund		94,852
*		Fidelity Freedom 2005 Fund		Mutual fund		36,133
*		Fidelity Freedom 2010 Fund		Mutual fund		2,291,023
*		Fidelity Freedom 2015 Fund		Mutual fund		757,643
*		Fidelity Freedom 2020 Fund		Mutual fund		1,702,542
*		Fidelity Freedom 2025 Fund		Mutual fund		205,313
*		Fidelity Freedom 2030 Fund		Mutual fund		1,260,511
*		Fidelity Freedom 2035 Fund		Mutual fund		83,912
*		Fidelity Freedom 2040 Fund		Mutual fund		92,620
*		Fidelity Pacific Basin Fund		Mutual fund		22,236
*		Fidelity Select Air Transportation Portfolio		Mutual fund		22,417
*		Fidelity Select Food & Agriculture Portfolio		Mutual fund		21,056
		Franklin Small Mid-Cap Growth Fund		Mutual fund		3,923,259
		Guinness Atkinson China & Hong Kong		Mutual fund		3,983
		Harding Loevner Emerging Market Portfolio		Mutual fund		53,584
		Heartland Value		Mutual fund		22,860
		Janus Mid Cap Value Institutional		Mutual fund		3,654,910
		Janus Strategic Value Fund		Mutual fund		22,387
		Marsico 21st Century Fund		Mutual fund		21,120
		Navellier Fundamental A Portfolio		Mutual fund		9,906
		PIMCO Moderate Duration Fund		Mutual fund		4,041,933
		PRIMECAP Odyssey Aggressive Growth Fund		Mutual fund		22,181
		Royce Value Plus Investment Class		Mutual fund		22,260
*		Spartan US Equity Index Fund		Mutual fund		8,802,792
		The Growth Fund of America		Mutual fund		8,268,433
		T. Rowe Price Emerging Europe & Mediterranean		Mutual fund		23,459
		Vanguard Global Equity		Mutual fund		21,941
		Westcore Select		Mutual fund		20,878
		Total Mutual Funds				78,234,231

 

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NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2006

Identity of issue, borrower,				Current
lessor, or similar party		Description of investment		value
Common Stocks
Akamai Technologies		Common stock		$	5,312
Alcatel		Common stock		2,773
Altria Group, Inc.		Common stock		4,581
AMDL, Inc.		Common stock		773
American Energy Partners, Inc.		Common stock		6,200
American Oil & Gas, Inc.		Common stock		9,765
American Vanguard		Common stock		15,932
Anadarko Petroleum Corp.		Common stock		54,584
AT&T, Inc.		Common stock		17,875
Bronco Drilling Company, Inc.		Common stock		2,510
Carpenter Technology Corp.		Common stock		41,238
Cemex		Common stock		20,870
Charter Communications, Inc.		Common stock		30,600
Chipotle Mexican Grill, Inc.		Common stock		2,280
Clarient, Inc.		Common stock		5,160
Chesapeake Energy Corp.		Common stock		29,110
Chevron Corp.		Common stock		50,503
Choice Hotel International, Inc.		Common stock		11,999
Cleco Corp.		Common stock		2,800
Complete Production Services, Inc.		Common stock		21,200
Corning, Inc.		Common stock		3,742
Creative Technology Ltd.		Common stock		6,610
Cummins Engine Company, Inc.		Common stock		5,978
Deep Earth Resources, Inc.		Common stock		60
Delek U.S. Holdings, Inc.		Common stock		16,426
Dendreon Corp.		Common stock		82,149
Diamond Offshore Drilling, Inc.		Common stock		43,967
East West Bancorp, Inc.		Common stock		3,542
Energy Transfer Equity L.P.		Common stock		28,731
ERHC Energy, Inc.		Common stock		2,075
ExxonMobil Corp.		Common stock		38,473
Fortunet, Inc.		Common stock		10,120
Foster LB Co.		Common stock		12,955
Foster Wheeler Ltd.		Common stock		5,514
Gaseco Energy, Inc.		Common stock		2,450
Goldman Sachs Group, Inc.		Common stock		41,864
Google, Inc.		Common stock		4,605
Harken Energy Corp.		Common stock		1,199
Heelys, Inc.		Common stock		12,844
Home Depot, Inc.		Common stock		10,110
IMAX Corp.		Common stock		11,280
ImmunoGen, Inc.		Common stock		45,630
Intel Corp.		Common stock		5,141
JDS Uniphase Corp.		Common stock		104,125
Johnson & Johnson		Common stock		7,025
KB Home		Common stock		15,384
Kellogg Co.		Common stock		5,094
Kubota Ltd.		Common stock		4,692
Lehman Broethers Holdings Corp.		Common stock		27,342
Level 3 Communications, Inc.		Common stock		5,600
Mammoth Energy Group, Inc.		Common stock		180
Marathon Oil Corp.		Common stock		9,478
Marvell Technology Group Ltd.		Common stock		24,947
Mastercard, Inc.		Common stock		14,774
Maverick Oil & Gas, Inc.		Common stock		960
MGM Mirage		Common stock		4,301
Mosaic Co.		Common stock		4,272

 

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NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2006

Identity of issue, borrower,						Current
lessor, or similar party				Description of investment		value
		Common Stocks
		Murphy Oil Corp.		Common stock		38,966
		News Corp.		Common stock		11,130
		Nextest Systems Corp.		Common stock		11,270
*		Noble Energy, Inc.		Common stock		24,781,330
		Northwest Biotherapeutics, Inc.		Common stock		4
		Novellus Systems, Inc.		Common stock		10,326
		NYSE Group, Inc.		Common stock		38,880
		Occidental Petroleum Corp.		Common stock		14,649
		Particle Drilling Technologies, Inc.		Common stock		880
		Patriot Scientific Corp.		Common stock		3,060
		PeopleSupport, Inc.		Common stock		8,420
		Pepsico, Inc.		Common stock		16,151
		Petrosun Drilling, Inc.		Common stock		4,320
		Pfizer, Inc.		Common stock		28,177
		Pioneer Drilling Co.		Common stock		13,280
		QualComm, Inc.		Common stock		769
		Qiao Xing Universal Telephone		Common stock		7,914
		Sears Holdings Corp.		Common stock		35,265
		Shaw Communications, Inc.		Common stock		12,684
		Silver Star Energy, Inc.		Common stock		353
		Sony Corp.		Common stock		21,415
		Southwest Airlines Co.		Common stock		52,088
		Southwestern Energy		Common stock		10,515
		Starbucks Corp.		Common stock		31,878
		Target Corp.		Common stock		2,892
		Terax Energy, Inc.		Common stock		130
		Teton Energy Corp.		Common stock		12,475
		Titanium Metals Corp.		Common stock		8,853
		Toyota Motors Corp.		Common stock		80,586
		Treehouse Foods, Inc.		Common stock		6,240
		Trinity Biotech		Common stock		6,428
		Trophy Resources, Inc.		Common stock		176
		Ultra Petroleum Corp.		Common stock		47,740
		United Technologies Corp.		Common stock		15,413
		Walgreen Co.		Common stock		27,534
		Wal-Mart Stores Inc.		Common stock		46,180
		Western Union		Common stock		11,210
		XTO Energy, Inc.		Common stock		47,135
		Total Common Stocks				26,426,420
		Other Investments
		Lehman Brothers Holdings Call Option		Other investments		(180		)
		Williams Coal Seam Gas Royalty Trust		Other investments		1,889
		Total Other Investments				1,709
*		Participant Loans		Interest rates range from 4.0% to 11.5%; maturities from January 1, 2007 through July 31, 2024		2,908,705
		Total Participant Loans				2,908,705
		Total Investments				$	126,470,771

 

*                                  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 27, 2007	By:	/s/ Robert K. Burleson
	Robert K. Burleson,
	Senior Vice President of Noble Energy, Inc.

 

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INDEX TO EXHIBIT

Exhibit number		Exhibit
23.1		Consent of Independent Registered Public Accounting Firm

 

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