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): January 14, 2009
 
 
 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.
Capital Spending Budget
 
 Due to
the uncertain economic and commodity price environment, we have not finalized
our capital spending program for 2009.  Our preliminary base capital
program for 2009 will accommodate an investment level similar to our original
2008 program which was $1.6 billion.  However, depending on commodity
prices and other economic conditions we experience in the first half of 2009,
this base capital program may be adjusted up or down by approximately 10% to
15%.  We would expect to be able to provide further guidance on
capital spending, as well as other financial guidance, on or around the time of
our quarterly news release of earnings currently scheduled for February 19,
2009.
  II. 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 December 31, 2008, we anticipate pre-tax MTM derivative gains
of $630 million from our crude oil and natural gas derivative instruments
described separately below, of which $513 million was unrealized gain and $117
million was realized gain.  For the year ended December 31, 2008, we
anticipate pre-tax MTM derivative gains of $440 million, of which $522 million
was unrealized gain and $82 million was realized loss.  The unrealized
MTM gains will be recognized in net income, but will be excluded in
determining adjusted net income reported in our quarterly news release of
earnings.  The unrealized gains relate to derivative instruments that
hedge our production in future months, and are excluded in determining adjusted
net income to better match derivative gains and losses with the period when the
underlying hedged production occurs.  The realized MTM gains or losses that
are associated with derivative instruments that hedge current production will be
recognized in both net income and adjusted net income.  For the
quarter ended December 31, 2008, net cash outflow related to settled crude
oil and natural gas derivative instruments was $16 million.  For the
year ended December 31, 2008, net cash outflow related to settled crude oil
and natural gas derivative instruments was $607 million.
 
 From time
to time, the Company may consider other items in determining adjusted net
income.  Adjusted net income should not be considered a substitute for
net income as reported in accordance with GAAP.  Adjusted net income
is provided for comparison to earnings forecasts prepared by analysts and other
third parties. Our management believes, and certain investors may find, that
adjusted net income is beneficial in evaluating our financial
performance.
 
 (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.  For
the quarter ended December 31, 2008, a pre-tax net deferred loss of $83
million ($86 million loss related to crude oil and a $3 million gain related to
natural gas) was associated with instruments that settled during the
quarter.  For the year ended December 31, 2008, a pre-tax net
deferred loss of $331 million ($365 million loss related to crude oil and a $34
million gain related to natural gas) was associated with instruments that
settled during the year.  These deferred losses and gains were
reclassified from AOCL to net income as a decrease to crude oil revenues and an
increase to natural gas revenues.    These decreases and
increases to revenues will also be recognized in adjusted net
income.  Crude oil and natural gas pre-tax net deferred losses of $76
million and $1 million, respectively, remain in AOCL as of December 31, 2008 and
are expected to be recognized in earnings during 2009 and 2010 as the associated
derivative instruments settle.
 
 III.
Crude Oil Derivative Instruments
 
 (a)
Included in the fourth quarter pre-tax mark-to-market gains mentioned in II
(b) above, $524 million relates to crude oil derivative instruments, of which
$456 million was unrealized gain and $68 million was realized
gain.  Included in the full year pre-tax mark-to-market gains
mentioned in II (b) above, $263 million relates to crude oil derivative
instruments, of which $335 million was unrealized gain and $72 million was
realized loss. During the quarter, net cash outflows related to settled crude
oil derivative instruments were $24 million.  For the full year, net
cash outflows related to settled crude oil derivative instruments were $461
million.
 
 
 
 
 
  2
  (b)
Presented below is a summary of our crude oil derivative instruments as of
December 31, 2008, with notional volumes expressed in barrels (Bbls) per day and
prices in dollars per Bbl.
 
 (c) From
October 1, 2008 to December 31, 2008, we did not enter into any
additional crude oil derivative instruments.
   Crude Oil
Derivative Instruments
 
 Variable
      to Fixed Price Swaps
                                                                        
                                                                        
                                                                        Costless
      CollarsProduction
                                                                          Period
                                                                        
                                                                        Index
                                                                        
                                                                        Bbls
                                                                          Per Day
                                                                        
                                                                        Weighted
                                                                          Average
                                                                          Fixed Price
                                                                        
                                                                        
                                                                        Index
                                                                        
                                                                        Bbls
                                                                          Per Day
                                                                        
                                                                        Weighted
                                                                          Average
                                                                          Floor Price
                                                                        
                                                                        Weighted
                                                                          Average
                                                                          Ceiling Price2009
                                                                        
                                                                        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
  
 IV.
Natural Gas Derivative Instruments
 
 (a)
Included in the fourth quarter mark-to-market gains mentioned in II (b)
above, $106 million relates to natural gas derivative instruments, of which $57
million was unrealized gain and $49 million was realized
gain.  Included in the full year pre-tax mark-to-market gains
mentioned in II (b) above, $177 million relates to natural gas derivative
instruments, of which $187 million was unrealized gain and $10 million was
realized loss. During the quarter, net cash inflows related to settled natural
gas derivative instruments were $8 million.  For the full
year,  net cash outflows related to settled natural gas derivative
instruments were $146 million.
 
 (b)
Presented below is a summary of our natural gas derivative instruments as of
December 31, 2008, with notional volumes expressed in millions of British
thermal units (MMBtu) per day and prices in dollars per MMBtu.
 
 (c) From
October 1, 2008 to December 31, 2008, we entered into additional basis
swaps covering 30,000 MMBtu per day for calendar year 2009 and 20,000 MMBtu per
day for calendar year 2010.
 
 Natural
Gas Derivative Instruments
 
 Costless
      CollarsProduction
                                                    Period
                                                  
                                                  Index
                                                  
                                                  MMBtu
                                                    Per Day
                                                  
                                                  Weighted
                                                    Average
                                                    Floor Price
                                                  
                                                  Weighted
                                                    Average
                                                    Ceiling Price2009
                                                  
                                                  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
      SwapsProduction
                                                        Period
                                                      
                                                      Index
                                                      
                                                      
                                                      Index
      Less
                                                        Differential
                                                      
                                                      MMBtu
                                                        Per Day
                                                      
                                                      Weighted
                                                        Average
                                                        Differential2009
                                                      
                                                      IFERC
      CIG
                                                      
                                                      
                                                      NYMEX
      HH
                                                      
                                                      
                                                      140,000
                                                      
                                                      
                                                      2.492010
                                                      
                                                      IFERC
      CIG
                                                      
                                                      
                                                      NYMEX
      HH
                                                      
                                                      
                                                      20,000
                                                      
                                                      
                                                      1.99
 
 
  
  3
  
 
 V.
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 outlook on
      global economic conditions and markets;·
                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:
      January 14, 2009
              By:
              /s/
      Chris TongChris
      TongSenior
      Vice President and Chief Financial Officer
 
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