<PAGE> 1
EXHIBIT 99.1
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1999 AND 1998
Financial Statements:
Report of Independent Public Accountants
Statements of Net Assets Available for Benefits at December 31, 1999
and 1998
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1999
Notes to Financial Statements
Supplemental Schedule:
I. Schedule H Line 4i - Schedule of Assets Held for Investment Purposes
at December 31, 1999
All other schedules required by the Employee Retirement Income Security Act of
1974 and the regulations promulgated by the Department of Labor have been
omitted, since they are not applicable.
<PAGE> 2
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, 1999 and 1998, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1999. These financial
statements and the schedule referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 audits provide 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, 1999 and 1998, and
the changes in its net assets available for benefits for the year ended December
31, 1999, in conformity with accounting principles generally accepted in the
United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental Schedule I 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 fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Oklahoma City, Oklahoma,
April 28, 2000
<PAGE> 3
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
ASSETS:
Cash $ 94,204 $ 48,219
Investments, at fair value-
Money market funds - short-term 6,125,781 4,947,915
Noble Affiliates, Inc. common stock 11,843,445 7,407,939
Mutual funds 24,740,191 24,929,293
U.S. Government securities 49,203 411,321
Corporate bonds 1,899,569 2,385,505
Loans to participants 2,074,027 1,849,006
------------- -------------
Total investments 46,732,216 41,930,979
------------- -------------
Receivables-
Participants' contributions 217,251 233,379
Employer contributions 146,377 155,197
Interest and dividends 131,436 394,473
------------- -------------
Total receivables 495,064 783,049
------------- -------------
Total assets 47,321,484 42,762,247
LIABILITIES:
Due to broker for securities purchased 323,452 806,784
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 46,998,032 $ 41,955,463
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income-
Net depreciation in fair value of investments $ (446,313)
Interest 635,181
Dividends:
Noble Affiliates, Inc. common stock 61,415
Mutual funds 2,242,042
Other income 3,049
-------------
2,495,374
Less- Investment expenses 6,357
-------------
Net investment income 2,489,017
-------------
Contributions:
Employer 1,909,150
Participants 2,906,010
-------------
Total contributions 4,815,160
-------------
Total additions 7,304,177
-------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 2,193,285
Administrative expenses 68,323
-------------
Total deductions 2,261,608
-------------
NET INCREASE 5,042,569
-------------
NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 41,955,463
-------------
NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 46,998,032
=============
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE> 5
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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 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 Affiliates, 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. 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, (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. Participants can change their contribution
elections up to four times per year.
A participant may borrow from the Plan up to the lesser of $50,000 or one-half
of the participant's vested interest. 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 of each fund are
recommended by a professional investment advisory firm appointed by the
Committee.
<PAGE> 6
-2-
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.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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.
Investments
Investments traded on national securities exchanges are valued at closing prices
on the last business day of the year.
Under the terms of the Plan, the Trustee, BancTrust, on behalf of the trust
fund, is allowed to acquire, hold and dispose of the common stock of Noble
Affiliates, Inc.
At December 31, 1999 and 1998, the Plan held the following investments which
separately represented more than 5% of the Plan's net assets:
<TABLE>
<CAPTION>
Investment Shares Fair Value
---------- ------ ----------
<S> <C> <C>
1999
Brinson U.S. Equity Fund 180,987 $ 3,044,201
Montag & Caldwell Growth Mutual Fund 97,796 3,422,860
Vanguard Windsor II Fund 118,152 2,950,255
Fidelity Puritan Fund 334,660 6,368,580
Noble Affiliates, Inc. common stock 552,451 11,843,445
Vanguard Index Trust 500 Index Fund 51,493 6,968,548
1998
Brinson U.S. Equity Fund 186,964 $ 3,651,407
Luther King Capital Management Equity Portfolio Fund 232,115 3,340,135
Vanguard Windsor II Fund 120,821 3,606,507
Fidelity Puritan Fund 395,535 7,930,477
Noble Affiliates, Inc. common stock 300,830 7,407,939
Vanguard Index Trust 500 Index Fund 37,044 4,221,164
BlackRock Small Capital Growth Equity Portfolio 99,163 2,179,603
</TABLE>
Expenses of the Plan
Some expenses incurred in the administration of the Plan, including expenses and
fees of the Trustee, are charged to and paid by the Plan.
Forfeitures
Under the provisions of the Plan, as of the end of the Plan year, all amounts
forfeited as of the end of that year may be applied to reduce subsequently
required employer contributions. Forfeitures amounted to $85,206 and $36,845 in
1999 and 1998, respectively, and reduced the otherwise required participating
employer contributions.
<PAGE> 7
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3. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE:
During 1999, the Plan's investments (including investments bought, sold and held
during the year) depreciated in value as follows:
<TABLE>
<CAPTION>
Net
Appreciation
Realized Unrealized (Depreciation)
------------ ------------ ------------
<S> <C> <C> <C>
Fair value as determined by quoted market price-
Noble Affiliates, Inc. common stock $ 628,544 $ (1,080,671) $ (452,127)
Mutual funds 85,681 108,379 194,060
U.S. Government securities (17,300) (1,723) (19,023)
Corporate bonds (31,735) (137,488) (169,223)
------------ ------------ ------------
$ 665,190 $ (1,111,503) $ (446,313)
============ ============ ============
</TABLE>
Realized gains are calculated using fair values at December 31, 1998, or cost,
if acquired during 1999.
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 $3,092,598
and $32,010 at December 31, 1999 and 1998, respectively.
<PAGE> 8
Schedule I
Page 1 of 2
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
SCHEDULE H LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Identity of Issuer, Borrower Fair
(a)* (b) Lessor or Similar Party (c) Description of Investment (e) Value
---- ------------------------------------------- -------------------------------------------------- ---------
<S> <C> <C> <C> <C>
Money Market Funds:
Goldman Sach's Institutional
Prime Obligation Fund - Federal
Portfolio Money Market Fund - Short-term
$ 368,172
Vanguard Funds Vanguard Prime Portfolio Fund - Short-term 5,757,609
-------------
$ 6,125,781
=============
Number of
Shares
---------
Common Stock:
* Noble Affiliates, Inc. 552,451 $ 11,843,445
=============
Mutual Funds:
Brinson Funds Brinson U.S. Equity Fund 180,987 $ 3,044,201
Montag & Caldwell Management Montag & Caldwell Equity Portfolio 97,796 3,422,860
Fund
Vanguard Funds Vanguard Windsor II Fund 118,152 2,950,255
BlackRock Institutional Funds BlackRock Small Capital Growth 60,615 1,985,747
Equity Portfolio
Fidelity Investments Fidelity Puritan Fund 334,660 6,368,580
Vanguard Index Funds Vanguard Index Trust 500 Index
Fund 51,493 6,968,548
-------------
$ 24,740,191
=============
</TABLE>
<PAGE> 9
Schedule I
Page 2 of 2
NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN
SCHEDULE H LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Identity of Issuer, Borrower Fair
(a)* (b) Lessor or Similar Party (c) Description of Investment (e) Value
---- ---------------------------- ------------------------------ ---------
Interest Maturity Principal
Rate % Date Amount
-------- -------- ---------
<S> <C> <C> <C> <C>
United States Government Securities:
United States Treasury Note 6.250% 2-15-07 $ 50,000 $ 49,203
============ =============
Corporate Bonds:
Black & Decker Corporation 7.500% 4-01-03 75,000 75,146
Block Financial Corporation 6.750% 11-01-04 50,000 48,893
Cable & Wireless Communication 6.750% 12-01-08 50,000 49,512
Chartwell Re Holdings Corporation 10.250% 3-01-04 75,000 77,123
Electronic Data Systems 7.125% 5-15-05 75,000 74,357
EOP Operations LTD Partnership 6.800% 1-15-09 65,000 59,333
First Chicago Corporation 6.875% 6-15-03 75,000 74,645
GTE Hawaiian Telephone 7.375% 9-01-06 75,000 73,525
International Business Machines 6.450% 8-01-07 75,000 71,746
Interstate Power 8.625% 9-15-21 75,000 76,670
Kentucky Utilities Company 8.550% 5-15-27 150,000 149,270
Kraft Inc. 8.500% 2-15-17 66,000 67,542
Nationwide Mutual Insurance Corporation 6.500% 2-15-04 75,000 71,933
Old Dominion Electricity Company 7.480% 12-01-13 100,000 97,401
Oracle Corporation 6.720% 2-15-04 75,000 73,108
Phillip Morris Companies 8.375% 1-15-07 40,000 39,974
Potomac Edison Company 8.000% 6-01-06 75,000 75,175
Prologis Trust 7.050% 7-15-06 75,000 70,867
Susa Partnership 7.125% 11-01-03 150,000 143,853
Thomas and Betts Corporation 6.500% 1-15-06 50,000 47,225
Toys `R' Us 8.250% 2-01-17 12,000 12,015
Tyco International Group SA 6.375% 6-15-05 100,000 93,757
Union Pacific Corporation 8.500% 1-15-17 25,000 25,475
Wells Fargo & Co. Del 7.125% 8-15-06 100,000 97,964
Wisconsin Power and Light 8.600% 3-15-27 150,000 153,060
------------ -------------
$ 1,933,000 $ 1,899,569
============ =============
* Participant loans Interest rates range from 6.0% - 9.0% $ 2,074,027
=============
Total assets held for investment purposes $ 46,732,216
=============
* Represents party-in-interest
</TABLE>
