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 6, 2009
NOBLE
ENERGY, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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001-07964
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73-0785597
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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100
Glenborough Drive, Suite 100
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Houston,
Texas
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77067
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(Address
of principal executive offices)
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(Zip
Code)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
I. On
October 6, 2009, Noble Energy, Inc. (Noble Energy, we or us) entered into an
agreement with an unrelated offshore technology provider for the construction
and lease of a floating production, storage and offloading vessel (FPSO) to be
used for the development of the Aseng field, offshore Equatorial Guinea. Noble
Energy serves as technical operator of the development project with a 40%
working interest.
Construction
of the FPSO is scheduled to be completed in 2012, at which time the FPSO will be
delivered to Block I, offshore Equatorial Guinea, for the start-up of the Aseng
field. The initial term of the lease is for a period of 15 years. Based upon our
assessment, we expect the leasing agreement to receive capital lease accounting
treatment. We expect our net obligation under the capital lease will
total approximately $340 million. This amount represents the expected
present value of the future minimum lease payments, excluding executory costs,
and is subject to change based on change orders implemented during the
construction period, final accounting treatment and other factors.
Once
construction has begun, we expect to include both the FPSO asset and associated
long-term obligation in our balance sheet based upon the percentage of
construction completed at the end of each reporting period.
Monthly
lease payments exclude regular maintenance and operational costs, and will begin
when the FPSO initiates producing operations. Annual lease payments,
net to our 40% working interest, are expected to total approximately $69 million
per year for years 1-4 of the lease agreement, $43 million per year for years
5-7; and $8 million per year for the remaining years of the initial 15-year
lease term. These payments are also subject to change based on change
orders implemented during the construction period and other
factors.
II.
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:
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·
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adjustments based on change
orders implemented during the FPSO construction
period;
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·
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adjustments based on cost
overruns during the FPSO construction
period;
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·
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unanticipated
construction and delivery delays;
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·
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our liquidity and ability to
finance our exploration and development
activities;
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·
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changes in plans with respect to
exploration or development projects or capital
expenditures;
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·
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the supply and demand for oil,
natural gas and other products or
services;
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·
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the presence or recoverability of
estimated reserves;
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·
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our ability to replace
reserves;
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·
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exploration and development
risks;
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·
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drilling and operating
risks;
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·
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environmental
risks;
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·
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government regulation or other
action; and
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·
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the ability of management to
execute its plans to meet its
goals.
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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 Reports on Form 10-Q for the quarters
ended March 31, 2009 and June 30, 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 Reports on Form 10-Q
are available on our website at www.nobleenergyinc.com.
Pursuant
to the requirements of the Securities Exchange Act of 1934, we have duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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NOBLE
ENERGY, INC.
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Date:
October 9, 2009
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By:
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/s/
Frederick B. Bruning
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Frederick
B. Bruning
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Vice
President and Chief Accounting Officer
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