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): July 16, 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 Drive, 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.
Commodity Price Risk Management
 
 For the
quarter and year to date ended June 30, 2009, we anticipate pre-tax losses on
commodity derivative instruments of $139 million and $66 million, respectively,
from our crude oil and natural gas derivative instruments as presented
below.
 
 Three
      Months Ended June 30, 2009Crude
      Oil
                          
                          
                          Natural
      Gas
                          
                          
                          Total(in
      millions)Cash
      received on settlements
                          
                          $
                          51
                          
                          
                          $
                          72
                          
                          
                          $
                          123Settlement
      of deferred losses previously recorded in AOCL
                          
                          
                          15
                          
                          
                          
                          -
                          
                          
                          
                          15Realized
      MTM gain, net
                          
                          
                          66
                          
                          
                          
                          72
                          
                          
                          
                          138Unrealized
      MTM loss, net
                          
                          
                          (189
                          )
                          
                          
                          (88
                          )
                          
                          
                          (277
                          )(Loss)
      gain on commodity derivative instruments
                          
                          $
                          (123
                          )
                          
                          $
                          (16
                          )
                          
                          $
                          (139
                          )Six
      Months Ended June 30, 2009Crude
      Oil
                          
                          
                          Natural
      Gas
                          
                          
                          Total(in
      millions)Cash
      received on settlements
                          
                          $
                          130
                          
                          
                          $
                          130
                          
                          
                          $
                          260Settlement
      of deferred losses previously recorded in AOCL
                          
                          
                          32
                          
                          
                          
                          -
                          
                          
                          
                          32Realized
      MTM gain, net
                          
                          
                          162
                          
                          
                          
                          130
                          
                          
                          
                          292Unrealized
      MTM loss, net
                          
                          
                          (271
                          )
                          
                          
                          (87
                          )
                          
                          
                          (358
                          )(Loss)
      gain on commodity derivative instruments
                          
                          $
                          (109
                          )
                          
                          $
                          43
                          
                          
                          $
                          (66
                          )
  Realized
mark-to-market (MTM) gains associated with derivative instruments that
hedge current production will be recognized in both net income and adjusted net
income reported in our quarterly news release of earnings.  Unrealized
MTM losses will be recognized in net income, but will be excluded in determining
adjusted net income to better match derivative gains and losses with the period
when the underlying hedged production occurs.
  Cash
receipts related to realized MTM gains were partially offset by net deferred
losses previously recorded in Accumulated Other Comprehensive Loss (AOCL)
associated with instruments that settled during the periods presented
above.  Upon settlement, these deferred losses were reclassified
from AOCL to net income as decreases to crude oil revenues, and impact reported
realized commodity prices. Unrealized derivative losses and gains that
occurred through December 31, 2007 under our previous cash flow hedge accounting
method were deferred in AOCL as of that date.  Crude oil and natural
gas pre-tax net deferred losses of $45 million and $1 million, respectively,
remain in AOCL as of June 30, 2009.  These losses are expected to be
recognized as decreases to revenue and will impact reported realized commodity
prices during the remainder of 2009 and 2010 as the associated derivative
instruments settle.  All other commodity derivative gains or losses
subsequent to our voluntary discontinuation of cash flow hedge accounting are
recognized as Gain or Loss on Commodity Derivative Instruments, and do not
impact reported realized commodity prices.
  From time
to time, we 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 generally accepted accounting
principles (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.
 
 II.
Derivative Instruments
 
 (a)
Presented below is a summary of our crude oil derivative instruments as of June
30, 2009, with notional volumes expressed in barrels (Bbls) per day and prices
in dollars per Bbl.
  2
  Variable to
      Fixed Price
      Swaps
                                                                                                                    
                                                                                                                    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
                                                                                                                    
                                                                                                                    
                                                                                                                    4,924
                                                                                                                    
                                                                                                                    
                                                                                                                    71.40
                                                                                                                    
                                                                                                                    
                                                                                                                    88.362009
      Average
                                                                                                                    
                                                                                                                    
                                                                                                                    11,000
                                                                                                                    
                                                                                                                    
                                                                                                                    88.35
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    11,624
                                                                                                                    
                                                                                                                    
                                                                                                                    76.19
                                                                                                                    
                                                                                                                    
                                                                                                                    89.652010
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    NYMEX
      WTI
                                                                                                                    
                                                                                                                    
                                                                                                                    14,500
                                                                                                                    
                                                                                                                    
                                                                                                                    61.48
                                                                                                                    
                                                                                                                    
                                                                                                                    75.632010
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    Dated
      Brent
                                                                                                                    
                                                                                                                    
                                                                                                                    6,000
                                                                                                                    
                                                                                                                    
                                                                                                                    63.83
                                                                                                                    
                                                                                                                    
                                                                                                                    73.792010
      Average
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    20,500
                                                                                                                    
                                                                                                                    
                                                                                                                    62.17
                                                                                                                    
                                                                                                                    
                                                                                                                    75.10
  From July
1, 2009 to July 16, 2009, we did not enter into any additional crude oil
derivative instruments.
  (b)
Presented below is a summary of our natural gas derivative instruments as of
June 30, 2009, with notional volumes expressed in millions of British thermal
units (MMBtu) per day and prices in dollars per MMBtu.
 
 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
                                                                              
                                                                              NYMEX
      HH
                                                                              
                                                                              
                                                                              160,000
                                                                              
                                                                              
                                                                              5.88
                                                                              
                                                                              
                                                                              6.842010
                                                                              
                                                                              IFERC
      CIG
                                                                              
                                                                              
                                                                              15,000
                                                                              
                                                                              
                                                                              6.25
                                                                              
                                                                              
                                                                              8.102010
      Average
                                                                              
                                                                              
                                                                              175,000
                                                                              
                                                                              
                                                                              5.91
                                                                              
                                                                              
                                                                              6.952011
                                                                              
                                                                              NYMEX
      HH
                                                                              
                                                                              
                                                                              90,000
                                                                              
                                                                              
                                                                              5.92
                                                                              
                                                                              
                                                                              7.04Basis
      SwapsProduction
                                                                                Period
                                                                              
                                                                              Index
                                                                              
                                                                              Index
      Less
                                                                                Differential
                                                                              
                                                                              MMBtu
                                                                                Per
      Day
                                                                              
                                                                              Weighted
                                                                                Average
                                                                                Differential2009
                                                                              
                                                                              IFERC
      CIG
                                                                              
                                                                              NYMEX
      HH
                                                                              
                                                                              
                                                                              140,000
                                                                              
                                                                              $
                                                                              (2.49
                                                                              )2010
                                                                              
                                                                              IFERC
      CIG
                                                                              
                                                                              NYMEX
      HH
                                                                              
                                                                              
                                                                              90,000
                                                                              
                                                                              
                                                                              (1.68
                                                                              )
  From July
1, 2009 to July 16, 2009, we entered into additional NYMEX HH collars covering
30,000 MMBtu per day for calendar years 2010 and 2011, with weighted average
floor and ceiling
prices of $6.00 and $6.41, respectively.  We also entered into
additional IFERC CIG for NYMEX HH basis swaps covering 10,000 MMBtu per day for
calendar year 2010, and 20,000 MMBtu per day for calendar year 2011, with
weighted average differential prices for each year of $(0.90).
   3
  
 
 III.
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 “may,” “will,” “expect,”
“anticipate,” “estimate” and similar words, although some forward-looking
statements may be expressed differently. These forward-looking statements are
made based upon our current plans, expectations, estimates, assumptions and
beliefs concerning future events impacting us and therefore involve a number of
risks and uncertainties. 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 natural gas, crude
      oil 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 exploration and development
      activities;
 ·
              changes
      in plans with respect to exploration or development projects or capital
      expenditures;
 ·
              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;
 ·
              exploration
      and development risks;
 ·
              drilling
      and operating risks;
 ·
              environmental
      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. You should consider carefully the statements under
Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year
ended December 31, 2008, and our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2009, which describe factors that could cause our actual results
to differ from those set forth in the forward-looking statements. Our Annual
Report on Form 10-K and Quarterly Report on Form 10-Q are available on our
website at www.nobleenergyinc.com.
  
 
  
 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:
      July 16, 2009
              By:
              /s/
      Frederick B. BruningFrederick
      B. BruningVice
      President and Chief Accounting Officer
 
  4