===============================================================================

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

                                -----------------

(Mark One)                         FORM 10-K/A
                                 AMENDMENT NO. 1

   /X/            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                        OR

   / /          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
                For the transition period from _______ to _______

                          Commission file number: 0-7062

                                NOBLE ENERGY, INC.
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                Delaware                                73-0785597
        (STATE OF INCORPORATION)         (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

    350 Glenborough Drive, Suite 100
             Houston, Texas                               77067
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

                  Registrant's telephone number, including area code:
                                    (281) 872-3100

              SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                     Name of Each Exchange on
          Title of Each Class                            Which Registered
          -------------------                            ----------------
   Common Stock, $3.33-1/3 par value              New York Stock Exchange, Inc.
    Preferred Stock Purchase Rights               New York Stock Exchange, Inc.

     SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No _____

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/

    Aggregate market value of Common Stock held by nonaffiliates as of
February 15, 2002: $1,747,001,553.

    Number of shares of Common Stock outstanding as of February 15, 2002:
57,007,724.

                      DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the Registrant's definitive proxy statement for the 2002 Annual
Meeting of Stockholders to be held on April 23, 2002, which will be filed with
the Securities and Exchange Commission within 120 days after December 31, 2001,
are incorporated by reference into Part III.

===============================================================================



    The Index to Exhibits of Noble Energy, Inc.'s (formerly, Noble Affiliates,
Inc.) Annual Report on Form 10-K for the fiscal year ended December 31, 2001
(the '2001 Form 10-K'), to which reference is made in Item 14 of the 2001 Form
10-K for a list of the exhibits to the 2001 Form 10-K, is hereby amended to
reflect the inclusion therein and the filing herewith of a new Exhibit 99.2
containing the financial statements required by Form 11-K for the fiscal year
ended December 31, 2001 with respect to the Noble Affiliates Thrift and Profit
Sharing Plan, and such Index to Exhibits is restated in its entirety following
the signature page hereto.



                                   SIGNATURES


    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        NOBLE ENERGY, INC.

Date: June 28, 2002                     By: /s/ James L. McElvany
                                           ----------------------------------
                                           James L. McElvany,
                                           Vice President, Finance and Treasurer


                                        S-1



Exhibit
Number+                                 Exhibit**
- -------                                 ---------

 3.1      --   Certificate of Incorporation, as amended, of the Registrant
               as currently in effect (filed as Exhibit 3.2 to the
               Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1987 and incorporated herein by reference).

 3.2      --   Certificate of Designations of Series A Junior Participating
               Preferred Stock of the Registrant dated August 27, 1997
               (filed Exhibit A of Exhibit 4.1 to the Registrant's
               Registration Statement on Form 8-A filed on August 28, 1997
               and incorporated herein by reference).

 3.3      --   Composite copy of Bylaws of the Registrant as currently in
               effect (filed as Exhibit 3.4 to the Registrants' Annual
               Report on Form 10-K for the year ended December 31, 1997 and
               incorporated herein by reference).

 3.4      --   Certificate of Designations of Series B Mandatorily
               Convertible Preferred Stock of the Registrant dated November
               9, 1999 (filed as Exhibit 3.4 to the Registrant's Annual
               Report on Form 10-K for the year ended December 31, 1999 and
               incorporated herein by reference).

 4.1      --   Indenture dated as of October 14, 1993 between the
               Registrant and U.S. Trust Company of Texas, N.A., as
               Trustee, relating to the Registrant's 71/4% Notes Due 2023,
               including form of the Registrant's 7 1/4% Note Due 2023
               (filed as Exhibit 4.1 to the Registrant's Quarterly Report
               on Form 10-Q for the quarter ended September 30, 1993 and
               incorporated herein by reference).

 4.2      --   Indenture relating to Senior Debt Securities dated as of
               April 1, 1997 between the Registrant and U.S. Trust Company
               of Texas, N.A., as Trustee (filed as Exhibit 4.1 to the
               Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1997 and incorporated herein by reference).

 4.3      --   First Indenture Supplement relating to $250 million of the
               Registrant's 8% Senior Notes Due 2027 dated as of April 1,
               1997 between the Registrant and U.S. Trust Company of Texas,
               N.A., as Trustee (filed as Exhibit 4.2 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended March
               31, 1997 and incorporated herein by reference).

 4.4      --   Second Indenture Supplement, between the Company and U.S.
               Trust Company of Texas, N.A. as trustee, relating to $100
               million of the Registrant's 7 1/4% Senior Debentures Due
               2097 dated as of August 1, 1997 (filed as Exhibit 4.1 to the
               Registrant's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 1994 and incorporated herein by reference).

 4.5      --   Rights Agreement, dated as of August 27, 1997, between the
               Registrant and Liberty Bank and Trust Company of Oklahoma
               City, N.A., as Right's Agent (filed as Exhibit 4.1 to the
               Registrant's Registration Statement on Form 8-A filed on
               August 28, 1997 and incorporated herein by reference).

 4.6      --   Amendment No. 1 to Rights Agreement dated as of December 8,
               1998, between the Registrant and Bank One Trust Company, as
               successor Rights Agent to Liberty Bank and Trust Company of
               Oklahoma City, N.A. (filed as Exhibit 4.2 to the
               Registrant's Registration Statement on Form 8-A/A (Amendment
               No. 1) filed on December 14, 1998 and incorporated herein by
               reference).

10.1*     --   Samedan Oil Corporation Bonus Plan, as amended and restated
               on September 24, 1996 (filed as Exhibit 10.1 to the
               Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996 and incorporated herein by
               reference).

10.2*     --   Restoration of Retirement Income Plan for certain
               participants in the Noble Affiliates Retirement Plan dated
               September 21, 1994, effective as of May 19, 1994 (filed as
               Exhibit 10.5 to the Registrant's Annual Report on Form 10-K
               for the year ended December 31, 1994 and incorporated herein
               by reference).

10.3*     --   Noble Affiliates Thrift Restoration Plan dated May 9, 1994
               (filed as Exhibit 10.6 to the Registrant's Annual

                                        E-1


               Report on Form 10-K for the fiscal year ended December 31, 1994
               and incorporated herein by reference).

10.4*     --   Noble Affiliates Restoration Trust dated September 21, 1994,
               effective as of October 1, 1994 (filed as Exhibit 10.7 to
               the Registrant's Annual Report on Form 10-K for the fiscal
               year ended December 31, 1994 and incorporated herein by
               reference).

10.5*     --   Noble Affiliates, Inc. 1992 Stock Option and Restricted
               Stock Plan, as amended and restated, dated November 2, 1992
               (filed as Exhibit 4.1 to the Registrant's Registration
               Statement on Form S-8 (Registration No. 33-54084) and
               incorporated herein by reference).

10.6*     --   1982 Stock Option Plan of the Registrant (filed as Exhibit
               4.1 to the Registrant's Registration Statement on Form S-8
               (Registration No. 2-81590) and incorporated herein by
               reference).

10.7*     --   Amendment No. 1 to the 1982 Stock Option Plan of the
               Registrant (filed as Exhibit 4.2 to the Registrant's
               Registration Statement on Form S-8 (Registration No.
               2-81590) and incorporated herein by reference).

10.8*     --   Amendment No. 2 to the 1982 Stock Option Plan of the
               Registrant (filed as Exhibit 10.11 to the Registrant's
               Annual Report on Form 10-K for the year ended December 31,
               1995 and incorporated herein by reference).

10.9*     --   1988 Nonqualified Stock Option Plan for Non-Employee
               Directors of the Registrant, as amended and restated,
               effective as of April 24, 2001.

10.10*    --   Form of Indemnity Agreement entered into between the
               Registrant and each of the Registrant's directors and bylaw
               officers (filed as Exhibit 10.18 to the Registrant's Annual
               Report on Form 10-K for the year ended December 31, 1995 and
               incorporated herein by reference).

10.11     --   Guaranty of the Registrant dated October 28, 1982,
               guaranteeing certain obligations of Samedan (filed as
               Exhibit 10.12 to the Registrant's Annual Report on Form 10-K
               for the year ended December 31, 1993 and incorporated herein
               by reference).

10.12     --   Stock Purchase Agreement dated as of July 1, 1996, between
               Samedan Oil Corporation and Enterprise Diversified Holdings
               Incorporated (filed as Exhibit 2.1 to the Registrant's
               Current Report on Form 8-K (Date of Event: July 31, 1996)
               dated August 13, 1996 and incorporated herein by reference).

10.13*    --   Noble Affiliates, Inc. 1992 Stock Option and Restricted
               Stock Plan, as amended and restated on December 10, 1996,
               subject to the approval of stockholders (filed as Exhibit
               10.21 to the Registrant's Annual Report on Form 10-K for the
               year ended December 31, 1996 and incorporated herein by
               reference).

10.14     --   Amended and Restated Credit Agreement dated as of December
               24, 1997 among the Registrant, as borrower, and Union Bank
               of Switzerland, Houston agency, as the agent for the lender,
               and NationsBank of Texas, N.A. and Texas Commerce Bank
               National Association, as managing agents, and Bank of
               Montreal, CIBC Inc., The First National Bank of Chicago,
               Royal Bank of Canada, and Societe Generale, Southwest
               agency, as co-agents, and certain commercial lending
               institutions, as lenders (filed as Exhibit 10.20 to the
               Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1997 and incorporated herein by
               reference).

10.15     --   Noble Preferred Stock Remarketing and Registration Rights
               Agreement dated as of November 10, 1999 by and among the
               Registrant, Noble Share Trust, The Chase Manhattan Bank, and
               Donaldson, Lufkin & Jenrette Securities Corporation (filed
               as Exhibit 10.15 to the Registrant's Annual Report on Form
               10-K for the year ended December 31, 1999 and incorporated
               herein by reference).

10.16*    --   Employment Agreement effective as of October 2, 2000 between
               Noble Affiliates, Inc. and Charles D. Davidson (filed as
               Exhibit 10.16 to the Registrant's Annual Report on Form 10-K
               for the year ended December 31, 2000 and incorporated herein
               by reference).

10.17*    --   Letter agreement dated February 1, 2002 between the Registrant
               and Charles D. Davidson, terminating Mr.


                                        E-2



               Davidson's employment agreement and entering into the attached
               Change of Control Agreement.

10.18*    --   Form of Change of Control Agreement entered into between the
               Registrant and each of the Registrant's officers, with
               schedule setting forth differences in Change of Control
               Agreements.

10.19     --   Five-year Credit Agreement dated as of November 30, 2001
               among the Registrant, as borrower, and JPMorgan Chase Bank,
               as the administrative agent for the lenders, and Societe
               Generale, as the syndication agent for the lenders, Mizuho
               Financial Group, Credit Lyonnais, New York Branch, The Royal
               Bank of Scotland PLC, and Deutsche Bank Ag New York Branch,
               as co-documentation agents, and certain commercial lending
               institutions, as lenders.

10.20     --   364-day Credit Agreement dated as of November 30, 2001 among
               the Registrant, as borrower, and JPMorgan Chase Bank, as the
               administrative agent for the lenders, and Societe Generale,
               as the syndication agent for the lenders, Mizuho Financial
               Group, Credit Lyonnais, New York Branch, The Royal Bank of
               Scotland PLC, and Deutsche Bank Ag New York Branch, as
               co-documentation agents, and certain commercial lending
               institutions, as lenders.

21        --   Subsidiaries.

23.1      --   Consent of Arthur Andersen LLP

23.2***   --   Consent of Arthur Andersen LLP

23.3***   --   Consent of KPMG LLP

99.1      --   Company's letter to SEC regarding Arthur Andersen LLP
               assurances.

99.2***   --   Financial statements required by Form 11-K for the fiscal
               year ended December 31, 2001 and 2000 with respect to the
               Noble Affiliates Thrift and Profit Sharing Plan (including
               the accountants' consent to incorporation thereof by
               reference).

- --------------

*              Management contract or compensatory plan or arrangement
               required to be filed as an exhibit hereto.

**             Copies of exhibits will be furnished upon prepayment of 25
               cents per page. Requests should be addressed to the Vice
               President - Finance and Treasurer, Noble Affiliates, Inc.,
               350 Glenborough Drive, Suite 100, Houston, Texas 77067.

***            Filed herewith.

+              Filed previously unless indicated otherwise.


                                        E-3


                                                                    EXHIBIT 23.2


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




As independent public accountants, we hereby consent to the incorporation by
reference of our report included in this Form 10-K/A, into the Company's
previously filed Registration Statements on Form S-3 (File Nos. 333-18929 and
333-82953) and Form S-8 (File Nos. 333-39299, 2-64600, 2-81590, 33-32692,
2-66654 and 33-54084).


                                        ARTHUR ANDERSEN LLP


Oklahoma City, Oklahoma
  June 28, 2002




                                                                    EXHIBIT 23.3


                         INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Noble Energy, Inc.:

We consent to the incorporation by reference in the registration statements
(File Nos. 333-18929 and 333-82953) on Form S-3 and registration statements
(File Nos. 333-39299, 2-64600, 2-81590, 33-32692, 2-66654 and 33-54084) on
Form S-8 of Noble Energy, Inc. of our report dated June 19, 2002, with
respect to the statement of net assets available for benefits of the Noble
Affiliates Thrift and Profit Sharing Plan as of December 31, 2001, and the
related statement of changes in net assets available for benefits for the
year ended December 31, 2001, which report appears in the December 31, 2001,
Form 10-K/A of Noble Energy, Inc. herein.


                                        KPMG LLP


Oklahoma City, Oklahoma
June 28, 2002





                                                                    EXHIBIT 99.2


                NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN

                 Financial Statements and Supplemental Schedule

                           December 31, 2001 and 2000

                  (With Independent Auditors' Reports Thereon)





                NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN

                 Financial Statements and Supplemental Schedule

                           December 31, 2001 and 2000



                               TABLE OF CONTENTS
PAGE Independent Auditors' Report 1 Report of Independent Public Accountants 2 Financial Statements: Statements of Net Assets Available for Benefits December 31, 2001 and 2000 3 Statement of Changes in Net Assets Available for Benefits - Year ended December 31, 2001 4 Notes to Financial Statements 5 SUPPLEMENTAL SCHEDULE 1. Schedule H, Line 4i - Schedule of Assets (Held at End of Year) - December 31, 2001 8 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.
INDEPENDENT AUDITORS' REPORT The Employee Benefits Committee and Participants Noble Affiliates Thrift and Profit Sharing Plan: We have audited the accompanying statement of net assets available for benefits of the Noble Affiliates Thrift and Profit Sharing Plan (the Plan) as of December 31, 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. These financial statements are the responsibility of the Plan's management. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Noble Affiliates Thrift and Profit Sharing Plan as of December 31, 2001, and the changes in its net assets available for benefits for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) - December 31, 2001 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 audit 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 Oklahoma City, Oklahoma June 19, 2002 1 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Employee Benefits Committee and Participants of Noble Affiliates Thrift and Profit Sharing Plan: We have audited the accompanying statements of net assets available for benefits of the Noble Affiliates Thrift and Profit Sharing Plan (the 'Plan') as of December 31, 2000. This financial statement is the responsibility of the Plan's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of the Noble Affiliates Thrift and Profit Sharing Plan as of December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. ARTHUR ANDERSEN LLP Oklahoma City, Oklahoma, April 27, 2001 2 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN Statements of Net Assets Available for Benefits December 31, 2001 and 2000
2001 2000 ----------- ----------- Assets: Cash $ 112,213 43,866 Investments, at fair value: Money market funds - short-term 7,994,296 7,514,465 Noble Energy, Inc. common stock 10,089,870 9,070,878 Mutual funds 30,004,286 30,353,096 Loans to participants 2,295,299 2,150,985 ----------- ----------- Total investments 50,383,751 49,089,424 ----------- ----------- Receivables: Participants' contributions -- 221,529 Employer's contributions -- 153,230 Due from broker for securities sold 285,185 4,537,730 ----------- ----------- Total receivables 285,185 4,912,489 ----------- ----------- Total assets 50,781,149 54,045,779 ----------- ----------- Liabilities: Due to broker for securities purchased 430,664 -- Administrative expenses payable 1,130 -- ----------- ----------- Total liabilities 431,794 -- ----------- ----------- Net assets available for benefits $50,349,355 54,045,779 =========== ===========
See accompanying notes to financial statements. 3 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2001 Additions to net assets attributed to: Investment income: Net depreciation in fair value of investments $ (5,452,841) Interest 593,504 Dividends: Noble Energy, Inc. common stock 36,526 Mutual funds 471,876 --------------- Net investment income (loss) (4,350,935) --------------- Contributions: Employer 2,145,188 Participants 3,139,669 --------------- Total contributions 5,284,857 --------------- Total additions 933,922 --------------- Deductions from net assets attributed to: Benefits paid to participants 4,539,504 Administrative expenses 82,984 Investment expenses 7,858 --------------- Total deductions 4,630,346 --------------- Net decrease (3,696,424) Net assets available for benefits, beginning of year 54,045,779 --------------- Net assets available for benefits, end of year $ 50,349,355 ===============
See accompanying notes to financial statements. 4 (1) DESCRIPTION OF THE PLAN The Noble Affiliates Thrift and Profit Sharing Plan (the Plan), as amended, is a defined contribution plan covering certain employees who have completed specified terms of service with Noble Energy, Inc., formerly Noble Affiliates, Inc., its wholly owned subsidiary, Samedan Oil Corporation; and other wholly owned subsidiaries (collectively referred to as the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The following description of the Plan provides only general information. Participants should refer to the plan agreement for a complete description of the Plan's provisions. Employees are eligible to participate in the Plan on the first day of any calendar month following employment. Participants may contribute up to 15% of their basic compensation. The employer matching contribution percentage is 100% of the participant's contribution up to 6% of the participant's basic compensation, and is funded on a monthly basis. However, discretionary contributions may be made to the Plan at the discretion of the President of the Company. The Plan is to continue indefinitely; however, the right to terminate participation in the Plan is reserved to each participating company. Upon notice of termination or permanent suspension of contributions with respect to all or any one of the participating companies, the accounts of all participants affected thereby shall become fully vested, and the balances in their accounts shall be distributed in accordance with the provisions of the Plan, as determined by the Noble Energy, Inc. Employee Benefits Committee (the Committee). The Plan is exempt from federal income taxes under Sections 401 and 501(a) of the Internal Revenue Code and has received a favorable determination letter from the IRS dated June 12, 1995. Although the Plan has been amended since receiving its determination letter, management of the Company is of the opinion that the Plan meets IRS requirements and, therefore, continues to be tax-exempt. The Plan incorporates the following provisions: (1)participants fully vest after five years of service (effective January 1, 2002, participants fully vest after three years of service), (2)participants may borrow from the Plan, as discussed below, (3)overtime is included in the participant's basic compensation, and (4)the Plan provides a definition of early retirement. Participating employees have an option as to the manner in which their contributions may be invested. A participant may borrow from the Plan up to the lesser of $50,000 or one-half of the participant's vested account balance. Interest is charged at the current Prime rate and loans are required to be repaid within five years through payroll deductions. Repayments of principal and interest are credited to the borrowing participant's account. Employer contributions are invested as designated by the participants in the individual funds. The Plan is administered by the Committee. Investment decisions are recommended by a professional investment advisory firm appointed by the Committee. 5 (continued) (2) SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. (a) USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (b) INVESTMENTS Investments traded on national securities exchanges are valued at closing prices on the last business day of the year. Effective November 1, 2001, Fidelity Investments Institutional Operations Company, Inc. (Fidelity) was designated the new trustee of the Plan, replacing BancFirst. Under the terms of the Plan, Fidelity and BancFirst (the Trustees), on behalf of the trust fund, are allowed to acquire, hold, and dispose of the common stock of Noble Energy, Inc. At December 31, 2001 and 2000, the Plan held the following investments which separately represented more than 5% of the Plan's net assets available for benefits:
INVESTMENT SHARES FAIR VALUE ---------------------------------------------------------- --------- ------------ 2001: Fidelity Retirement Money Market Portfolio 7,994,296 $ 7,994,296 Franklin Small-Mid Cap Growth Fund 95,705 2,983,138 Pimco Moderate Duration Fund 293,203 2,946,693 Fidelity Growth Fund 70,171 3,734,493 Fidelity Dividend Growth Fund 130,845 3,706,826 Fidelity Puritan Fund 332,976 5,883,693 Noble Energy, Inc. common stock 285,913 10,089,870 Spartan US Equity Index Fund 221,250 8,991,588 2000: Blackrock Funds Small Cap Growth Equity Fund 206,244 $ 4,155,817 Montag & Caldwell Growth Mutual Fund 107,070 3,025,798 Vanguard Windsor II Fund 118,968 3,235,930 Fidelity Puritan Fund 333,561 6,280,954 Noble Energy, Inc. common stock 197,193 9,070,878 Vanguard Index Trust 500 Index Fund 76,808 9,359,823
6 (continued) (c) EXPENSES OF THE PLAN Some expenses incurred in the administration of the Plan, including expenses and fees of the trustees, are charged to and paid by the Plan. (d) FORFEITURES Under the provisions of the Plan, all amounts forfeited as of the end of that year may be applied to reduce required employer contributions. Forfeitures amounted to $14,962 and $98,021 in 2001 and 2000, respectively, and reduced the required employer contributions. (3) NET APPRECIATION (DEPRECIATION) IN FAIR VALUE During 2001, the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:
NET APPRECIATION (DEPRECIATION) Fair value as determined by quoted market price: Noble Energy, Inc. common stock $ 1,982,390 Mutual funds (7,435,231) ---------------- $ (5,452,841) ================
Realized gains are calculated using fair values at December 31, 2000, or cost, if acquired during 2001. (4) PAYABLES TO PLAN PARTICIPANTS Amounts requested by and due to participants whose employment has been terminated prior to year-end included in net assets available for benefits in the accompanying statements of net assets available for benefits were $39,774 at December 31, 2000. 7 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2001
IDENTITY OF ISSUER, BORROWER, NUMBER OF FAIR LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT SHARES VALUE --------------------------------- ------------------------- ----------- ------------- Money market funds: * Fidelity Retirement Money Market Portfolio Money market mutual fund - Short-term 7,994,296 $ 7,994,296 ------------- Common stock: * Noble Energy, Inc. 285,913 10,089,870 Mutual funds: ------------- Franklin Advisers Franklin Small-Mid Cap Growth Fund 95,705 2,983,138 Morgan Stanley Investments Morgan Stanley Institutional Fund Trust Mid Cap Growth Portfolio 1,669 28,696 Strong Capital Management Strong Opportunity Fund 2,230 87,621 Dodge & Cox Dodge & Cox Stock Fund 4,481 450,346 Pimco Funds Pimco Moderate Duration Fund 293,203 2,946,693 * Fidelity Investments Fidelity Puritan Fund 332,976 5,883,693 * Fidelity Investments Fidelity Growth Fund 70,171 3,734,493 * Fidelity Investments Fidelity Diversified International Fund 374 7,130 * Fidelity Investments Fidelity Dividend Growth Fund 130,845 3,706,826 * Fidelity Investments Fidelity Freedom Income Fund 3,170 34,652 * Fidelity Investments Fidelity Freedom 2000 Fund 364 4,195 * Fidelity Investments Fidelity Freedom 2010 Fund 6,915 87,197 * Fidelity Investments Fidelity Freedom 2020 Fund 44,161 555,549 * Fidelity Investments Fidelity Freedom 2030 Fund 5,717 71,805 * Fidelity Investments Fidelity Freedom 2040 Fund 58,277 430,664 * Fidelity Distributors Spartan US Equity Index Fund 221,250 8,991,588 ------------- 30,004,286 ------------- * Participant loans Interest rates range from 5.0% to 9.5% 2,295,299 ------------- Total $ 50,383,751 =============
* Represents party-in-interest. See accompanying independent auditors' report. 8