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, 2012





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.


THRIFT AND PROFIT SHARING PLAN





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





NOBLE ENERGY, INC.


100 Glenborough  Drive,  Suite 100


Houston, Texas 77067




---

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING 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, 2012 and 20114Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 20125Notes to Financial Statements6Supplementary InformationSchedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 201213





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.


2


---

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN





Report of Independent Registered Public Accounting Firm





To the Employee Benefits Committee


Noble Energy, Inc. Thrift and Profit Sharing Plan





We have audited the accompanying statements of net assets available for benefits of the Noble Energy, Inc. Thrift and Profit Sharing Plan (the Plan) as of December 31, 2012 and 2011 , and the related statement of changes in net assets available for benefits for the year ended December 31, 2012 . 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, 2012 and 2011 , and the changes in net assets available for benefits for the year ended December 31, 2012 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


June 18, 2013


3


---

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN


Statements of Net Assets Available for Benefits





December 31,20122011AssetsInvestments, at fair value (Note 4)$248,543,151$206,667,818ReceivablesNotes receivable from participants5,198,2944,759,834Participant contributions receivable—3,599Employer contributions receivable9,943,7517,648,939Due from trustee for securities sold86,030164,672Total receivables15,228,07512,577,044Cash, non-interest bearing10,3457,735Total Assets263,781,571219,252,597LiabilitiesDue to trustee for securities purchased—127,003Total Liabilities—127,003Net Assets Available for Benefits, at fair value263,781,571219,125,594Adjustment from fair value to contract value for fully benefit-responsive investment contracts(827,119)(667,349)Net Assets Available for Benefits$262,954,452$218,458,245





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


4


---

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN


Statement of Changes in Net Assets Available for Benefits


Year Ended December 31,2012AdditionsInvestment IncomeNet appreciation in fair value of investments (Note 4)$18,477,362Dividends5,670,930Interest from other investments336,533Net Investment Income24,484,825Interest income on notes receivable from participants161,259ContributionsParticipants17,001,327Rollover1,485,455Employer, net of forfeitures19,718,152Total Contributions38,204,934Total Additions62,851,018DeductionsBenefits paid to participants18,326,105Administrative expenses28,706Total Deductions18,354,811Net Increase in Net Assets Available for Benefits44,496,207Net Assets Available for BenefitsBeginning of year218,458,245End of year$262,954,452





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


5


---

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 Notes to Financial Statements
 For the Years Ended December 31, 2012 and 2011








Note 1.  Description of the Plan


The following description of the Noble Energy, Inc. Thrift and Profit Sharing 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 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 $17,000 and $16,500 in 2012 and 2011 , 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 2012 and 2011 ). 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%


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, the 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 and rollover contributions. Participants become fully vested in employer matching contributions in accordance with the following schedule:


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%


6


---

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 Notes to Financial Statements
 For the Years Ended December 31, 2012 and 2011





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, 2012 ranged from 3.25% to 8.25% and loans are required to be repaid within five years through payroll deductions. Maturity dates on loans outstanding as of December 31, 2012 ranged from January 9, 2013 to December 28, 2017 . 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.


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.














7


---

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 Notes to Financial Statements
 For the Years Ended December 31, 2012 and 2011





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, 2012 and 2011 , there were no reserves against the wrap contracts’ carrying values due to 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 1.70% and 1.92% at December 31, 2012 and 2011 , respectively. The average yields earned by the Fidelity Managed Income Portfolio based on the actual interest rates credited to participants were approximately 1.05% and 1.39% at December 31, 2012 and 2011 , 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.  As of December 31, 2012 and 2011 , 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.


Benefit Payments


Benefits are recorded as paid.


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, 2012 and 2011 was $389,338 and $448,776 , 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 $405,225 in 2012 .


8


---

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 Notes to Financial Statements
 For the Years Ended December 31, 2012 and 2011





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, common stock and other investments. The fair values are based on quoted market prices.


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, 2012 and 2011 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.


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.


9


---

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 Notes to Financial Statements
 For the Years Ended December 31, 2012 and 2011





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, 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 stock66,698,021——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$28,902,758$—$248,543,151December 31, 2011Interest bearing cash$5,379,964$—$—$5,379,964Common collective trust fund—27,057,755—27,057,755Mutual funds:Large cap funds35,380,045——35,380,045Mid cap funds14,226,442——14,226,442Small cap funds3,994,450——3,994,450International funds9,061,651——9,061,651Blended funds34,746,373——34,746,373Fixed income funds14,316,870——14,316,870Other funds915,486——915,486Total mutual funds112,641,317——112,641,317Common stocks:Noble Energy common stock units(1)58,763,699——58,763,699Other common stock2,592,050——2,592,050Total common stocks61,355,749——61,355,749Other investments233,033——233,033Total investments, at fair value$179,610,063$27,057,755$—$206,667,818


|    |                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------
|(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.

10


---

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 Notes to Financial Statements
 For the Years Ended December 31, 2012 and 2011





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 31,20122011Noble Energy common stock(1) (2)$66,698,021$58,763,699Fidelity Managed Income Portfolio (contract value of $28,075,639 and $26,390,406, respectively)(1)28,902,75827,057,755PIMCO Moderate Duration Fund17,766,70014,316,870


(1) Represents party-in-interest


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




Approximately 25% and 27% of the Plan’s net assets were invested in Noble Energy common stock as of December 31, 2012 and 2011 , respectively.


The Plan’s investments, including investments bought, sold and held during the year, appreciated in value as follows:


Year Ended December 31,2012Noble Energy common stock(1)$5,545,865Mutual funds12,780,874Other common stocks150,623Net appreciation in fair value$18,477,362


|    |                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------
|(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.

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 plan administrator has analyzed the tax positions taken by the plan, and has concluded that as of December 31, 2012 , 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 plan administrator believes it is no longer subject to income tax examinations for plan years prior to 2008 .


Note 6.  Related-Party Transactions


The Plan allows for investment in Noble Energy common stock. The Company is the plan sponsor; therefore, these transactions qualify as related-party transactions.  Total net assets invested in Noble Energy common stock were $66,698,021 and $58,763,699 as of December 31, 2012 and 2011 , 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 related-party transactions. Total net assets invested in Fidelity funds and cash accounts were $114,763,363 and $92,206,215 as of December 31, 2012 and 2011 , respectively.


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


11


---

NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 Notes to Financial Statements
 For the Years Ended December 31, 2012 and 2011





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 31,20122011Net assets available for benefits per the financial statements$262,954,452$218,458,245Add: Adjustment from fair value to contract value for fully benefit-responsive investment contracts827,119667,349Net assets available for benefits per the Form 5500$263,781,571$219,125,594





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 31,2012Net increase in net assets available for benefits per the financial statements$44,496,207Add: Adjustment from fair value to contract value for fully benefit-responsive investment contracts December 31, 2012827,119Less: Adjustment from fair value to contract value for fully benefit-responsive investment contracts December 31, 2011(667,349)Net increase in net assets available for benefits per the Form 5500$44,655,977


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


12


---




NOBLE ENERGY, INC. THRIFT AND PROFIT SHARING PLAN


EIN: 73-0785597  Plan #002


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


December 31, 2012 Identity of issue, borrower,Currentlessor, or similar partyDescription of investmentvalueCommon Collective Trust Fund*Fidelity Managed Income PortfolioCommon collective trust fund$28,902,758Total Common Collective Trust Fund28,902,758Mutual FundsAmerican Funds Growth Fund of America (Class A Shares)Mutual fund11,953,015Dimensional Fund Advisors Small Cap I FundMutual fund5,265,327Dodge & Cox Stock FundMutual fund11,845,437*Fidelity Diversified International K FundMutual fund11,507,932*Fidelity Dividend Growth K FundMutual fund9,625,342*Fidelity Freedom K Income FundMutual fund1,188,616*Fidelity Freedom K 2000 FundMutual fund594,055*Fidelity Freedom K 2005 FundMutual fund245,434*Fidelity Freedom K 2010 FundMutual fund614,584*Fidelity Freedom K 2015 FundMutual fund4,651,373*Fidelity Freedom K 2020 FundMutual fund7,122,110*Fidelity Freedom K 2025 FundMutual fund5,867,464*Fidelity Freedom K 2030 FundMutual fund5,450,101*Fidelity Freedom K 2035 FundMutual fund3,774,054*Fidelity Freedom K 2040 FundMutual fund3,371,042*Fidelity Freedom K 2045 FundMutual fund3,431,620*Fidelity Freedom K 2050 FundMutual fund2,321,623*Fidelity Freedom K 2055 FundMutual fund173,180*Fidelity Puritan K FundMutual fund10,757,206Franklin Small Mid-Cap Growth FundMutual fund6,716,662Perkins Mid Cap Value FundMutual fund10,221,136PIMCO Moderate Duration FundMutual fund17,766,700*Spartan US Equity Index FundMutual fund11,691,168Total Mutual Funds146,155,181Common Stocks*Noble Energy, Inc.Common stock66,698,021Total Common Stocks66,698,021*Brokerage linkSelf-directed brokerage account6,787,191Total Investments248,543,151*Notes Receivable from ParticipantsInterest rates ranging from 3.25% to 8.25%; maturity dates ranging from January 9, 2013 through December 28, 20175,198,294$253,741,445


*  Represents party-in-interest


Note: Historical cost information has been omitted for participant-directed investments.


See accompanying report of independent registered public accounting firm


13


---



SIGNATURE





Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee (or 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. THRIFT AND PROFIT SHARING PLANDate:June 18, 2013By:/s/ Andrea Lee RobisonAndrea Lee Robison,Vice President Human Resources and Administration of Noble Energy, Inc.








INDEX TO EXHIBIT





Exhibit numberExhibit23.1Consent of Independent Registered Public Accounting Firm