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): February 19, 2019











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.)1001 Noble Energy Way,Houston, Texas77070(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:


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


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


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


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


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o








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Item 2.02. Results of Operations and Financial Condition.


On February 19, 2019 , Noble Energy, Inc. (the “Company”) issued a press release announcing results for the fiscal year and fiscal quarter ended December 31, 2018 . A copy of the press release issued by the Company is furnished as Exhibit 99.1 to this Current Report and will be published on the Company's website at www.nblenergy.com.


The Company’s press release announcing its financial results for its fiscal year and fiscal quarter ended December 31, 2018 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. The Company has provided quantitative reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.


In accordance with General Instruction B.2. of Form 8-K, the information set forth herein and in the press release as Exhibit 99.1 is deemed to be “furnished” and shall not be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


Item 7.01. Regulation FD Disclosure.


On February 19, 2019 , we will present certain information in connection with our call with shareholders, analysts and others relating to our results of operations, discussed above, and 2019 guidance.


On February 19, 2019 , the Company issued a press release with respect to its 2019 capital budget and operational and financial guidance.


Attached hereto as Exhibit 99.2 are the fourth quarter 2018 year-end results and 2019 capital budget and operation and financial guidance supplemental slides that will be presented at that time.


The information included in this Current Report under Item 7.01, including Exhibits 99.2, and 99.3, is deemed to be “furnished” and shall not be “filed” for purposes of Section 18 of the Exchange Act.


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:

Exhibit No.Description99.1Press Release dated February 19, 2019 announcing results for the fiscal year and fiscal quarter ended December 31, 2018.99.2Fourth quarter 2018 year-end results and 2019 capital budget and operation and financial guidance supplemental slide presentation.99.3Press Release dated February 19, 2019 announcing the 2019 capital budget and operational and financial guidance.











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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:February 19, 2019By:/s/ Kenneth M. FisherKenneth M. FisherExecutive Vice President, Chief Financial Officer