UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
8-K
 
  CURRENT
REPORT
 Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Date
of Report (Date of earliest event reported): October 16, 2008
 
 
  NOBLE
ENERGY, INC.
 (Exact
name of Registrant as specified in its charter)
 Delaware
              
              001-07964
              
              73-0785597(State
      or other jurisdiction of
                incorporation
      or organization)
              
              Commission
                File
      Number
              
              (I.R.S.
      Employer
                Identification
      No.)100
      Glenborough, Suite 100Houston,
      Texas
              
              
              
              77067(Address
      of principal executive offices)
              
              
              
              (Zip
      Code)
  Registrant’s
telephone number, including area code:(281) 872-3100
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
 
 o
              
              Written
      communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)o
              
              Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)o
              
              Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act (17
      CFR 240.14d-2(b))o
              
              Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17
      CFR 240.13e-4(c))
   
  
 
  
  
 
  
  
   Item 7.01 Regulation FD
Disclosure.
 
 I. Price
Risk Management
 
 (a) With
the objective of enhancing the certainty of future revenues, from time to time
Noble Energy, Inc. (“we” or the “Company”) enters into commodity
derivative instruments. Through December 31, 2007, we elected to designate the
majority of these derivative instruments as cash flow hedges for financial
accounting purposes. Effective January 1, 2008 forward, we voluntarily elected
to account for these derivative instruments using the mark-to-market (MTM)
accounting method and from that date will recognize all future gains and losses
on derivative instruments in earnings in the period in which they
occur.
 
 (b) For
the quarter ended September 30, 2008, we anticipate pre-tax MTM derivative gains
of $875 million from our crude oil and natural gas derivative instruments
described separately below, of which $943 million was unrealized gain and $68
million was realized loss.  The unrealized MTM gain will be recognized
in net income, but will be excluded in determining adjusted net income
reported in our quarterly news release of earnings.  From time to
time, the Company may consider other items in determining adjusted net
income.  Although adjusted net income is a non-GAAP measure, we
believe it is useful information for investors because the unrealized gain
relates to derivative instruments that hedge our production in future months.
The realized MTM loss that is associated with derivative instruments that hedge
current production will be recognized in both net income and adjusted net
income. The adjustment better matches derivative gains and losses with the
period when the underlying hedged production occurs. During the quarter, net
cash outflow related to settled crude oil and natural gas derivative
instruments was $204 million.
 
 (c)
Unrealized derivative losses and gains that occurred through December 31, 2007
under our previous cash flow hedge accounting method were deferred in
Accumulated other Comprehensive Loss (AOCL) as of that date.  These
losses and gains are expected to be reclassified to future earnings as they are
realized upon settlement of the associated derivative instrument.  A
pre-tax net deferred loss of $93 million ($89 million loss related to crude oil
and a $4 million loss related to natural gas) was associated with instruments
that settled in the third quarter and was reclassified from AOCL to net income
as a decrease to crude oil and natural gas revenues.  This decrease in
revenues will also be recognized in adjusted net income.
 
 II. Crude
Oil Derivative Instruments
 
 (a)
Included in the third quarter pre-tax mark-to-market gains mentioned in I
(b) above, $498 million relates to crude oil derivative instruments, of which
$559 million was unrealized gain and $61 million was realized loss. During the
quarter, net cash outflows related to settled crude oil derivative instruments
were $157 million.
 
 (b)
Presented below is a summary of our crude oil derivative instruments as of
September 30, 2008, with notional volumes expressed in barrels (Bbls) per day
and prices in dollars per Bbl.
 
 (c) From
July 1, 2008 to September 30, 2008, we did not enter into any
additional crude oil derivative instruments.
  
 Crude Oil
Derivative Instruments
 
 Variable
      to Fixed Price Swaps
                
                Costless
      CollarsWeighted
                
                
                
                
                
                
                Weighted
                
                
                WeightedProduction
                
                
                
                Bbls
                
                
                Average
                
                
                
                Bbls
                
                
                Average
                
                
                AveragePeriod
                
                Index
                
                Per
      Day
                
                
                Fixed
      Price
                
                Index
                
                Per
      Day
                
                
                Floor
      Price
                
                
                Ceiling
      Price4th
      Qtr 2008
                
                NYMEX
      WTI
                
                
                16,500
                
                
                $
                37.92
                
                NYMEX
      WTI
                
                
                3,100
                
                
                $
                60.00
                
                
                $
                72.404th
      Qtr 2008
                
                Dated
      Brent
                
                
                2,000
                
                
                
                88.18
                
                Dated
      Brent
                
                
                3,587
                
                
                
                45.00
                
                
                
                65.904th
      Qtr 2008 Average
                
                
                
                
                18,500
                
                
                
                43.35
                
                
                
                
                6,687
                
                
                
                51.95
                
                
                
                68.912009
                
                NYMEX
      WTI
                
                
                9,000
                
                
                
                88.43
                
                NYMEX
      WTI
                
                
                6,700
                
                
                
                79.70
                
                
                
                90.602009
                
                Dated
      Brent
                
                
                2,000
                
                
                
                87.98
                
                Dated
      Brent
                
                
                5,074
                
                
                
                70.62
                
                
                
                87.932009
      Average
                
                
                
                
                11,000
                
                
                
                88.35
                
                
                
                
                11,774
                
                
                
                75.79
                
                
                
                89.452010
                
                
                
                
                -
                
                
                
                -
                
                NYMEX
      WTI
                
                
                5,500
                
                
                
                69.00
                
                
                
                85.65
  2
 
 III.
Natural Gas Derivative Instruments
  (a)
Included in the third quarter mark-to-market gains mentioned in I (b)
above, $377 million relates to natural gas derivative instruments, of which $384
million was unrealized gain and $7 million was realized loss. During the
quarter, net cash outflows related to settled natural gas derivative instruments
were $47 million.
 
 (b)
Presented below is a summary of our natural gas derivative instruments as of
September 30, 2008, with notional volumes expressed in millions of British
thermal units (MMBtu) per day and prices in dollars per MMBtu.
 
 (c) From
July 1, 2008 to September 30, 2008, we entered into additional basis swaps
covering 110,000 MMBtu per day for calendar year 2009.
 
 Natural
Gas Derivative Instruments
 
 
 Variable
      to Fixed Price Swaps
                
                
                Costless
      CollarsWeighted
                
                
                
                
                
                
                
                Weighted
                
                
                WeightedProduction
                
                
                
                MMBtu
                
                
                Average
                
                
                
                
                MMBtu
                
                
                Average
                
                
                AveragePeriod
                
                Index
                
                Per
      Day
                
                
                Fixed
      Price
                
                
                Index
                
                Per
      Day
                
                
                Floor
      Price
                
                
                Ceiling
      Price4th
      Qtr 2008
                
                NYMEX
      HH
                
                
                170,000
                
                
                $
                5.63
                
                
                IFERC
      CIG
                
                
                14,000
                
                
                $
                6.75
                
                
                $
                8.702009
                
                
                
                
                -
                
                
                
                -
                
                
                NYMEX
      HH
                
                
                170,000
                
                
                
                9.15
                
                
                
                10.812009
                
                
                
                
                -
                
                
                
                -
                
                
                IFERC
      CIG
                
                
                15,000
                
                
                
                6.00
                
                
                
                9.902009
      Average
                
                
                
                
                -
                
                
                
                -
                
                
                
                
                
                185,000
                
                
                
                8.90
                
                
                
                10.732010
                
                
                
                
                -
                
                
                
                -
                
                
                IFERC
      CIG
                
                
                15,000
                
                
                
                6.25
                
                
                
                8.10
 Basis
      SwapsWeightedProduction
              
              
              
              
              Index
      Less
              
              
              MMBtu
              
              
              AveragePeriod
              
              Index
              
              
              Differential
              
              
              Per
      Day
              
              
              Differential4th
      Qtr 2008
              
              IFERC
      CIG
              
              
              NYMEX
      HH
              
              
              
              100,000
              
              
              $
              1.664th
      Qtr 2008
              
              IFERC
      ANR-OK
              
              
              NYMEX
      HH
              
              
              
              40,000
              
              
              
              1.014th
      Qtr 2008
              
              IFERC
      PEPL
              
              
              NYMEX
      HH
              
              
              
              10,000
              
              
              
              0.984th
      Qtr 2008 Average
              
              
              
              
              
              
              
              
              150,000
              
              
              
              1.442009
              
              IFERC
      CIG
              
              
              NYMEX
      HH
              
              
              
              110,000
              
              
              
              2.56




3
 
 IV.
Forward-Looking Statements
 
 This
report on Form 8-K contains projections and other “forward-looking
statements” within the meaning of the federal securities laws. Forward-looking
statements are typically identified by use of terms such as “believes,”
“expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,”
“plans,” “objective,” “should” or similar expressions or variations on these
expressions, and are made based on our current plans, expectations, estimates,
assumptions and beliefs concerning future events. No assurances can be given
that such events or performance will occur as projected, and actual results may
differ materially from those projected. Important factors that could cause the
actual results to differ materially from those projected include, without
limitation:
 
 ·
              the
      timing and extent of changes in commodity prices for crude oil, natural
      gas and related products, foreign currency exchange rates, interest rates
      and financial market conditions;·
              the
      extent and effect of any hedging activities engaged in by
    us;·
              our
      liquidity and ability to finance our acquisition, exploration and
      development activities;·
              the
      supply and demand for oil, natural gas and other products or
      services;·
              the
      presence or recoverability of estimated reserves;·
              our
      ability to replace reserves;·
              drilling
      and operating risks;·
              environmental
      risks;·
              exploration
      and development risks;·
              government
      regulation or other action; and·
              the
      ability of management to execute its plans to meet its
    goals.
  We
caution that forward-looking statements are not guarantees and that actual
results could differ materially from those expressed or implied in the
forward-looking statements.
 
 
   
 SIGNATURE
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
  NOBLE
      ENERGY, INC.Date:
      October 16, 2008
              By:
              /s/
      Chris TongChris
      TongSenior
      Vice President and Chief Financial Officer
 
  4