UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 11-K





(Mark One)





þ  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2013





OR





o  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from ____________ to ____________





Commission File No. 001–07964





A. Full title of the plan and the address of the plan, if different from that of the issuer named below:





NOBLE ENERGY, INC.


401(K) PLAN





B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:





NOBLE ENERGY, INC.


1001 Noble Energy Way


Houston, Texas 77070




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NOBLE ENERGY, INC. 401(K) PLAN


Index to Financial Statements and Supplementary Information








Report of Independent Registered Public Accounting Firm3Financial StatementsStatements of Net Assets Available for Benefits as of December 31, 2013 and 20124Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 20135Notes to Financial Statements6Supplementary InformationSchedule H, Line 4a – Schedule of  Delinquent Participant Contributions as of December 31, 201313Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 201314





All other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


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NOBLE ENERGY, INC. 401(K) PLAN





Report of Independent Registered Public Accounting Firm





To the Employee Benefits Committee


Noble Energy, Inc. 401(K) Plan





We have audited the accompanying statements of net assets available for benefits of the Noble Energy, Inc. 401(K) Plan (the Plan) as of December 31, 2013 and 2012 , and the related statement of changes in net assets available for benefits for the year ended December 31, 2013 . These financial statements are the responsibility of Plan management. Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 Plan 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 Plan as of December 31, 2013 and 2012 , and the changes in net assets available for benefits for the year ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.


Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information listed in the table of contents is presented for the purpose 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, as amended. This supplementary information is the responsibility of Plan management. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.





/s/ McConnell & Jones LLP


Houston, Texas


May 28, 2014


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NOBLE ENERGY, INC. 401(K) PLAN


Statements of Net Assets Available for Benefits





December 31,20132012AssetsInvestments, at fair value (Note 3)$334,205,744$248,543,151ReceivablesNotes receivable from participants5,685,4445,198,294Employer contributions receivable12,476,3069,943,751Due from Trustee for securities sold—86,030Total receivables18,161,75015,228,075Cash, non-interest bearing—10,345Total Assets352,367,494263,781,571Net Assets Available for Benefits, at fair value352,367,494263,781,571Adjustment from fair value to contract value for fully benefit-responsive investment contracts(434,103)(827,119)Net Assets Available for Benefits$351,933,391$262,954,452





The accompanying notes are an integral part of these financial statements.


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NOBLE ENERGY, INC. 401(K) PLAN


Statement of Changes in Net Assets Available for Benefits


Year Ended December 31,2013AdditionsInvestment IncomeNet appreciation in fair value of investments (Note 4)$52,474,029Dividends9,450,857Interest from other investments294,872Net Investment Income62,219,758Interest income on notes receivable from participants170,564ContributionsParticipants19,988,467Rollover2,798,922Employer, net of forfeitures23,934,435Total Contributions46,721,824Total Additions109,112,146DeductionsBenefits paid to participants20,095,703Administrative expenses37,504Total Deductions20,133,207Net Increase in Net Assets Available for Benefits88,978,939Net Assets Available for BenefitsBeginning of year262,954,452End of year$351,933,391





The accompanying notes are an integral part of these financial statements.


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NOBLE ENERGY, INC. 401(K) PLAN
 Notes to Financial Statements
 For the Years Ended December 31, 2013 and 2012








Note 1.  Description of the Plan


The following description of the Noble Energy, Inc. 401(K) Plan (the Plan) provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.


General


The Noble Energy, Inc. 401(K) Plan, formerly known as The Noble Energy, Inc. Thrift and Profit Sharing Plan, is a defined contribution plan covering certain employees of Noble Energy, Inc., formerly Noble Affiliates, Inc., and its wholly owned subsidiaries (collectively referred to as the Company or Noble Energy). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).


Contributions


Employees are eligible to participate in the Plan on the first day of employment. Participants may defer up to 50% of their base compensation, including overtime, subject to the annual limitation established by the Internal Revenue Service (IRS) of $17,500 and $17,000 in 2013 and 2012 , respectively. The Company’s matching contribution percentage is 100% of the participant’s deferrals up to 6% of the participant’s base compensation and is funded subsequent to each pay period. Participants who are age 50 or older at the end of the calendar year are eligible to defer additional catch-up contributions, subject to certain IRS limits ($5,500 in both 2013 and 2012 ). In addition, participants may contribute amounts representing rollovers from other qualified plans. The Company does not match rollovers or catch-up contributions.


A profit sharing provision was instituted for participants hired after April 30, 2006 and employed by the Company on the last day of the plan year. The profit sharing contribution is calculated based upon the following percentages of a participant’s base compensation, including overtime, while a covered employee during that year:


Percentage of BaseCompensation while aCovered Employee that wasBelow the Social SecurityPercentage of BaseCompensation while aCovered Employee that wasAbove the Social SecurityAge of ParticipantWage BaseWage BaseUnder 354%8%At least 35 but under 487%10%At least 489%12%


The Plan was amended in 2013 to allow for transition payments for eligible employees under the defined benefit plan. Employees who were part of the Company's defined benefit plan may be eligible to receive transition contributions beginning in 2014. Those employees that were participants in the defined benefit plan that have less than 20 years of service with the Company will receive an additional 6% contribution (Transition Contribution) each year employed by the Company for the lesser of 10 years or until the employee reaches 20 years of service.


Participant Account


Participating employees have an option as to the manner in which their employee and employer contributions may be invested. Participants may direct their accounts into various mutual funds, Noble Energy common stock, a common collective trust fund, as well as other publicly traded securities through a self-directed brokerage feature. Participant accounts are valued daily. Allocations of net earnings are based on account balances as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.


Plan Termination


The Plan is intended to continue indefinitely; however, the right to terminate participation in the Plan is reserved to each participating company. Upon termination or permanent suspension of contributions with respect to all or any one of the participating companies, the accounts of all participants affected thereby will become fully vested, and the balances in their accounts will be distributed in accordance with the provisions of the Plan, as determined by the Noble Energy Employee Benefits Committee (the Committee).


Vesting


Participants are immediately vested in their pretax contributions, Transition Contributions, and rollover contributions. Participants become fully vested in employer matching contributions in accordance with the following schedule:


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NOBLE ENERGY, INC. 401(K) PLAN
 Notes to Financial Statements
 For the Years Ended December 31, 2013 and 2012


Period of ServiceVestedCompleted by ParticipantPercentageLess than 1 yearNoneAt least 1 but less than 2 years34%At least 2 but less than 3 years67%3 or more years100%





Participants become fully vested in the profit sharing contribution in accordance with the following schedule:


Period of ServiceVestedCompleted by ParticipantPercentageLess than 3 yearsNone3 or more years100%


The Plan also provides for participants to be fully vested upon death, permanent disability or completion of an hour of service on or after the participant’s 65 th birthday.


Benefits Paid to Participants


Distributions are made in lump-sum payments, at the request of the participant, after termination of employment. While employed, a participant may make withdrawals from his or her employer or employee contribution accounts (as allowed under IRS regulations) subject to certain restrictions described in the Plan. Certain restrictions associated with withdrawals may be waived in the event a participant demonstrates a financial hardship. The Plan requires automatic cash outs of account balances less than $1,000 upon termination of employment.


Notes Receivable from Participants


A participant may borrow from the Plan up to the lesser of $50,000 reduced by the highest outstanding loan balance in the previous 12 months or one-half of the participant’s vested account balance. Interest is charged at the current prime rate. Interest rates on outstanding loans as of December 31, 2013 ranged from 3.25% to 7.25% and loans are required to be repaid within five years through payroll deductions. Maturity dates on loans outstanding as of December 31, 2013 ranged from January 3, 2014 to December 24, 2018 . Repayments of principal and interest are credited to the borrowing participant’s account. Participants may have a maximum of two loans outstanding at a time.


Plan Administration


The Plan is administered by the Committee. The investment options available under the Plan (other than Noble Energy common stock and those selected by a participant under the Plan’s self-directed brokerage feature) are recommended by a professional investment advisory firm appointed by the Committee. Fidelity Management Trust Company (the Trustee) serves as Trustee of the Plan. Fidelity Investments Institutional Operations Company, Inc. is the record keeper.


Noble Energy Common Stock Voting Rights


Each participant is entitled to exercise voting rights attributable to the Noble Energy common stock in his or her account and is notified by the Trustee prior to the time that such rights are to be exercised. If the participant does not exercise these rights, the shares are voted by the Trustee as directed by the Committee.


Note 2.  Significant Accounting Policies


Basis of Presentation


The accompanying financial statements are prepared on the accrual basis of accounting in conformity with United States generally accepted accounting principles (US GAAP).


Use of Estimates


The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions relating to the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.


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NOBLE ENERGY, INC. 401(K) PLAN
 Notes to Financial Statements
 For the Years Ended December 31, 2013 and 2012


Valuation of Investments and Income Recognition


Investments traded on national securities exchanges are valued at closing prices on the last business day of the year. Cash is valued at cost, which approximates fair value.


Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required, the statement of net assets available for benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis. See Note 3. Fair Value Measurements.


The statement of net assets available for benefits includes the fair value of the underlying assets and wrap contracts of the Fidelity Managed Income Portfolio based on the proportionate ownership of the Plan.


As of December 31, 2013 and 2012 , there were no reserves against the wrap contracts’ carrying values due to minimal credit risks of the issuers. Effective August 2009, interest rates are reviewed on a monthly basis for resetting instead of being reviewed on a quarterly basis. Certain events could limit the ability of the Plan to transact at contract value with the issuers of the contracts held by the Fidelity Managed Income Portfolio. Such events could include, but are not limited to, the following: the establishment of a defined contribution plan that competes with the Plan for contributions, substantive modification to the Fidelity Managed Income Portfolio or the administration of the Fidelity Managed Income Portfolio, change in law, regulation or administrative ruling applicable to the Plan that could have a material adverse effect on cash flow, transfer to a competing investment option, and failure of the Plan to qualify under the applicable sections of the Internal Revenue Code of 1986, as amended (IRC). Withdrawals initiated by the Plan will normally be provided at contract value as soon as practicable within twelve months following written notice. The Plan does not believe that the occurrence of any of these events, which could limit the Plan’s ability to transact at contract value with participants, is probable.


The average yields earned by the Fidelity Managed Income Portfolio were approximately 1.54% and 1.70% at December 31, 2013 and 2012 , respectively. The average yields earned by the Fidelity Managed Income Portfolio based on the actual interest rates credited to participants were approximately 0.89% and 1.05% at December 31, 2013 and 2012 , respectively.


Purchases and sales of investments are recorded on a trade-date basis. Interest is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in fair value of investments includes gains and losses on investments sold during the year as well as appreciation and depreciation of the investments held at the end of the year.


Under the terms of the Plan, the Trustee, on behalf of the trust fund, is allowed to acquire, hold and dispose of the common stock of Noble Energy. In the event that trading transactions in the stock fund exceed the cash portion of the stock fund, the trust has arranged to utilize lines of credit to facilitate transactions. The loan initiated under the line of credit is secured against the stock fund and cannot exceed 25% of the total fair market value of the stock fund. Interest payable by the Plan on each loan is based on rates quoted to trustee by the lenders. These transactions are allowed under Prohibited Transaction Exemption 2002-55; Exemption Application No. D-10958, an individual exemption granted to Fidelity by the Department of Labor. Effective May 31, 2012, Noble Energy converted the Plan’s Noble Energy Unitized Stock Fund from a unitized stock fund to real-time traded stock. On or after May 31, 2012, real-time trading will only apply to exchanges into and out of the Noble Energy Stock Fund. As of December 31, 2012, there were no outstanding balances related to these lines of credit.


Notes Receivable from Participants


Notes receivable for participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as a distribution based upon the terms of the Plan document.


Expenses of the Plan


Certain Plan administration expenses, such as loan maintenance fees and check fees, are charged to and paid by the participants requesting the transaction. The Company pays the remaining expenses and fees of the Plan. Investment related expenses are included in net appreciation of fair value of investments.


Benefit Payments


Benefits are recorded as paid.


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NOBLE ENERGY, INC. 401(K) PLAN
 Notes to Financial Statements
 For the Years Ended December 31, 2013 and 2012


Forfeitures


When a participant terminates employment, he or she is entitled to withdraw his or her total vested account balance. The non-vested percentage of the Company’s matching and profit sharing contributions become a forfeiture upon participant termination for reasons other than retirement, death or permanent disability. The forfeiture balance as of December 31, 2013 and 2012 was $242,256 and $389,338 , respectively. Certain forfeitures are used to restore certain amounts to the accounts of rehired participants and to reduce the Company’s future contributions. Forfeitures utilized to reduce contributions were $574,633 in 2013 .


Note 3.  Fair Value Measurements


US GAAP for fair value measurements establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. The Plan uses Level 1 inputs when available as Level 1 inputs generally provide the most reliable evidence of fair value.


Certain investments are measured at fair value on a recurring basis in the statements of net assets available for benefits.  The following methods and assumptions were used to estimate the fair values:


Interest bearing cash, mutual funds, common stocks and other investments – These investments consist of various publicly-traded money market funds, mutual funds, and common stock. The fair values are based on quoted market prices.  Other investments classified as Level 1 include corporate and government bonds, and other investments classified as Level 2 include rights, warrants, options and other units.


Common collective trust fund – The Plan’s investment in the Fidelity Managed Income Portfolio which is fully benefit-responsive, is presented in the statements of net assets available for benefits at the fair value of units held by the Plan as of December 31, 2013 and 2012 with separate disclosure of the adjustment from fair value to contract value, which is equal to principal balance plus accrued interest.  This fund invests in investment contracts issued by insurance companies and other financial institutions (wraps), fixed income securities, and money market funds. The fair value of the Fidelity Managed Income Portfolio is calculated by the issuer utilizing quoted market prices, most recent bid prices in the principal market in which the securities are normally traded, pricing services and dealer quotes.  The fair value of underlying wrapper contracts is calculated by the issuer using a discounted cash flow model which considers (i) recent fee bids as determined by recognized dealers, (ii) discount rate and (iii) the duration of the underlying portfolio securities.


Fidelity Managed Income Portfolio valued at the Net Asset Value (NAV) of units of a bank collective trust. The NAV, as provided by the Trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment adviser reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.


The methods described above may produce a fair value calculation that may not be indicative of net asset value or reflective of future fair value. Furthermore, while the Plan’s valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in different estimates of fair value at the reporting date.


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NOBLE ENERGY, INC. 401(K) PLAN
 Notes to Financial Statements
 For the Years Ended December 31, 2013 and 2012





Fair value information for investments that are measured at fair value on a recurring basis is as follows:


Fair Value Measurements UsingQuoted Pricesin ActiveMarkets(Level 1)Significant OtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)FairValueMeasurementDecember 31, 2013Interest bearing cash$3,437,166$—$—$3,437,166Common collective trust fund—28,799,948—28,799,948Mutual funds:Large cap funds68,724,539——68,724,539Mid cap funds23,636,918——23,636,918Small cap funds9,807,412——9,807,412International funds16,147,061——16,147,061Blended funds72,955,808——72,955,808Fixed income funds15,975,865——15,975,865Other funds1,246,450——1,246,450Total mutual funds208,494,053——208,494,053Common stocks:Noble Energy common stock89,036,593——89,036,593Other common stock3,458,276——3,458,276Total common stocks92,494,869——92,494,869Other investments321,021658,687—979,708Total investments, at fair value$304,747,109$29,458,635$—$334,205,744December 31, 2012Interest bearing cash$3,247,827$—$—$3,247,827Common collective trust fund—28,902,758—28,902,758Mutual funds:Large cap funds45,114,962——45,114,962Mid cap funds16,937,798——16,937,798Small cap funds5,265,327——5,265,327International funds11,507,932——11,507,932Blended funds49,562,462——49,562,462Fixed income funds17,766,700——17,766,700Other funds857,993——857,993Total mutual funds147,013,174——147,013,174Common stocks:Noble Energy common stock(1)66,698,021——66,698,021Other common stock2,246,455——2,246,455Total common stocks68,944,476——68,944,476Other investments434,916——434,916Total investments, at fair value$219,640,393$28,902,758$—$248,543,151


|    |                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------
|(1) | EffectiveMay 31, 2012, Noble Energy converted the Plan’s Noble Energy Unitized Stock Fund from a unitized stock fund to real-time traded stock.

Below is a summary of the Plan’s investments at December 31, 2013 and 2012, where fair value is estimated based on the NAV:


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NOBLE ENERGY, INC. 401(K) PLAN
 Notes to Financial Statements
 For the Years Ended December 31, 2013 and 2012








December 31, 2013December 31, 2013 Fair Value*December 31, 2012 Fair Value*Unfunded CommitmentsRedemption FrequencyRedemption Notice PeriodFidelity Managed Income Portfolio(1)$28,799,948$28,902,758$—DailyNone


*  The fair values of investments have been estimated using the net asset value of the investment.


(1) The Fidelity Managed Income Portfolio is comprised of investment contracts issued by insurance companies and other financial institutions, fixed income securities, and money market funds. The Fidelity Managed Income Portfolio invests in fixed income securities which may include US Treasury and agency bonds, corporate bonds, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities and shares of money market funds. The Fidelity Managed Income Portfolio may also invest in futures contracts, option contracts and swap agreements. Participant directed withdrawals may be made on any business day. Withdrawals directed by the Company must be preceded by twelve (12) months written notice.


Note 4.  Investments


The Plan held the following investments, which separately represented 5% or more of the Plan’s net assets available for benefits: December 31,20132012Noble Energy common stock(1) (2)$89,036,593$66,698,021Dodge & Cox Stock Fund(3)19,860,64611,845,437Fidelity Managed Income Portfolio (contract value of $28,365,845 and $28,075,639, respectively)(1)28,799,94828,902,758PIMCO Moderate Duration Fund—17,766,700Spartan US Equity Index Fund(1) (3)18,014,85711,691,168


(1) Represents party-in-interest.


|    |                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------
|(2) | EffectiveMay 31, 2012, Noble Energy converted the Plan’s Noble Energy Unitized Stock Fund from a unitized stock fundto real-time traded stock.

(3) As of December 31, 2012, these investments represent less than 5% of Plan net assets but are disclosed herein for comparative purposes.


Approximately 25% of the Plan’s net assets were invested in Noble Energy common stock as of December 31, 2013 and 2012 .


The Plan’s investments, including investments bought, sold and held during the year, appreciated in value as follows: Year Ended December 31,2013Noble Energy common stock$22,556,453Mutual funds29,639,643Other common stocks277,933Net appreciation in fair value$52,474,029





Note 5.  Tax Status


The Plan is exempt from federal income taxes under IRC Sections 401(a) and 501(a) and has previously received a favorable determination letter from the IRS dated July 22, 2009. Although the Plan has been amended since the date of the determination letter, the Committee is of the opinion that the Plan meets IRC requirements and continues to be tax-exempt.


US GAAP requires plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS.  The Committee


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NOBLE ENERGY, INC. 401(K) PLAN


has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2013 , there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.  The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.  The  Committee believes it is no longer subject to income tax examinations for plan years prior to 2010 .


Note 6.  Party-in-Interest Transactions


The Plan allows for investment in Noble Energy common stock. The Company is the plan sponsor; therefore, these transactions qualify as party-in-interest transactions.  Total net assets invested in Noble Energy common stock were $89,036,593 and $66,698,021 as of December 31, 2013 and 2012 , respectively.


The Plan also invests in money market funds, a common collective trust fund and mutual funds issued by an affiliate of the Trustee; therefore, these transactions qualify as party-in-interest transactions. Total net assets invested in Fidelity funds and cash accounts were $153,194,031 and $114,763,363 as of December 31, 2013 and 2012 , respectively.


The above transactions are covered by an exemption from the “prohibited transactions” provisions of ERISA and the IRC.


Note 7.  Risks and Uncertainties


The Plan, at the direction of the participants, may invest in various types of investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.


Note 8.  Reconciliation of Financial Statements to Form 5500


The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31,20132012Net assets available for benefits per the financial statements$351,933,391$262,954,452Add: Adjustment from fair value to contract value for fully benefit-responsive investment contracts434,103827,119Net assets available for benefits per the Form 5500$352,367,494$263,781,571





The following is a reconciliation of the net increase in net assets available for benefits per the financial statements to the Form 5500: Year Ended December 31,2013Net increase in net assets available for benefits per the financial statements$88,978,939Add: Adjustment from fair value to contract value for fully benefit-responsive investment contracts December 31, 2013434,103Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts December 31, 2012(827,119)Net increase in net assets available for benefits per the Form 5500$88,585,923


Fully benefit-responsive investment contracts are recorded on the Form 5500 at fair value but are adjusted to contract value for financial statement presentation.


Note 9.  Delinquent Participant Contributions


As reported on Schedule H, line 4a, Schedule of Delinquent Participant Contributions for the year ended December 31, 2013, certain participant contributions were not remitted to the trust within the time frame specified by the Department of Labor’s Regulation 29 CFR 2510.53-102, thus constituting nonexempt transactions between the Plan and the Company for the year ended December 31, 2013. Delinquent participant contributions in the amount of $3,467 relating to plan year 2013 were made to the Plan on May 20, 2014 for the period outstanding.  Additionally, on May 20, 2014, the Company remitted $120 of lost earnings on the delinquent participant contributions for the period outstanding.


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Schedule 1


NOBLE ENERGY, INC. 401(K) PLAN


Schedule H, Line 4a – Schedule of Delinquent Participant Contributions


December 31, 2013





Participant Contributions Transferred Late to PlanTotal that Constitute Nonexempt Prohibited TransactionsTotal Fully Corrected Under VFCP and PTE 2002-51Check here if Late Participant Loan Repayments are Included:Contributions Not CorrectedContributions Corrected Outside VFCPContributions Pending Correction in VFCPo$—$—$—$3,467





During 2013, it was discovered that there were unintentional delays by the Company in submitting participant contributions in the amount of $3,467 to the Trustee. On May 20, 2014, the Company remitted the delinquent participant contributions in addition to $120 of lost interest on the delinquent participant contributions for the period outstanding.





See accompanying report of independent registered public accounting firm





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Schedule 2


NOBLE ENERGY, INC. 401(K) PLAN


EIN: 73-0785597  Plan #002


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Schedule 2


Schedule H, Line 4i – Schedule of Assets (Held at End of Year)


December 31, 2013 a.b. Identity of issue, borrower, lessor, or similar partyc. Description of investment including maturity date, rate of interest, par or maturity valued.  Cost(1)e. Current ValueCommon Collective Trust Fund*Fidelity Managed Income PortfolioCommon collective trust fund$—$28,799,948Total Common Collective Trust Fund—28,799,948Mutual FundsAmerican Funds Growth Fund of America (Class A Shares)Mutual fund—17,170,897Dimensional Fund Advisors Small Cap I FundMutual fund—9,807,412Artisan Mid Cap InstitutionalMutual fund—10,214,629Dodge & Cox Stock FundMutual fund—19,860,646*Fidelity Diversified International K FundMutual fund—16,147,061*Fidelity Dividend Growth K FundMutual fund—13,678,139*Fidelity Freedom K Income FundMutual fund—1,099,238*Fidelity Freedom K 2000 FundMutual fund—604,133*Fidelity Freedom K 2005 FundMutual fund—271,465*Fidelity Freedom K 2010 FundMutual fund—870,349*Fidelity Freedom K 2015 FundMutual fund—6,149,781*Fidelity Freedom K 2020 FundMutual fund—10,750,728*Fidelity Freedom K 2025 FundMutual fund—9,255,684*Fidelity Freedom K 2030 FundMutual fund—8,228,681*Fidelity Freedom K 2035 FundMutual fund—5,984,455*Fidelity Freedom K 2040 FundMutual fund—5,655,884*Fidelity Freedom K 2045 FundMutual fund—6,312,594*Fidelity Freedom K 2050 FundMutual fund—4,591,361*Fidelity Freedom K 2055 FundMutual fund—914,914*Fidelity Puritan K FundMutual fund—12,226,760*Fidelity Retire MMKTMutual fund—39,781Perkins Mid Cap Value FundMutual fund—13,422,289PIMCO Moderate Duration FundMutual fund—15,975,865*Spartan US Equity Index FundMutual fund—18,014,857Total Mutual Funds—207,247,603Common Stocks*Noble Energy, Inc.Common stock—89,036,593Total Common Stocks—89,036,593*Brokerage linkSelf-directed brokerage account—9,121,600Total Investments—334,205,744*Notes Receivable from ParticipantsInterest rates ranging from 3.25% to 7.25%; maturity dates ranging from January 3, 2014 through December 24, 2018—5,685,444$0$339,891,188


*  Represents party-in-interest


(1) Historical cost information has been omitted for participant-directed investments.


See accompanying report of independent registered public accounting firm


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SIGNATURE





Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee (or other person who administers the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


NOBLE ENERGY, INC. 401(K) PLANDate:May 28, 2014By:/s/ Andrea Lee RobisonAndrea Lee Robison,Senior Vice President Human Resources and Administration of Noble Energy, Inc.








INDEX TO EXHIBIT





Exhibit numberExhibit23.1Consent of Independent Registered Public Accounting Firm