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 25, 2012





NOBLE ENERGY, INC.


(Exact name of Registrant as specified in its charter)





Delaware001-0796473-0785597(State or other jurisdiction ofincorporation or organization)CommissionFile Number(I.R.S. EmployerIdentification No.)100 Glenborough Drive, Suite 100Houston, Texas77067(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:


 ̈Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


 ̈Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


 ̈Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


 ̈Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





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Item 2.02. Results of Operations and Financial Condition.


On October 25, 2012 , Noble Energy, Inc. (the “Company”) issued a press release announcing results for the fiscal quarter ended September 30, 2012 . A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.


The Company’s press release announcing its financial results for its fiscal quarter ended September 30, 2012 contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements of Regulation G, the Company has provided quantitative reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.


The information in this Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.


Item 9.01. Financial Statements and Exhibits.


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|(d) | Exhibits. The following exhibit is furnished as part of this current report on Form 8-K:

99.1Press Release dated October 25, 2012 announcing results for the fiscal quarter ended September 30, 2012.





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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 25, 2012By:/s/ Kenneth M. FisherKenneth M. FisherSenior Vice President, Chief Financial Officer





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INDEX TO EXHIBITS





Exhibit No.Description99.1Press Release dated October 25, 2012 announcing results for the fiscal quarter ended September 30, 2012.