Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2012

We recognized total stock-based compensation expense as follows:



	Year Ended December 31,
	2012			2011			2010
(millions)
Stock-Based Compensation Expense Included in
General and Administrative Expense	$	48		$	42		$	39
Exploration Expense and Other	17			16			15
Total Stock-Based Compensation Expense	$	65		$	58		$	54
Tax Benefit Recognized	$	(23	)	$	(20	)	$	(19	)

Share-based compensation awards

The assumptions used in valuing stock options granted were as follows:



	Year Ended December 31,
	2012			2011			2010
(weighted averages)
Expected Term (in Years)	5.7			5.7			5.6
Expected Volatility	37.0		%	36.2		%	35.4		%
Risk-Free Rate	0.9		%	2.2		%	2.6		%
Expected Dividend Yield	1.2		%	1.1		%	1.1		%
Weighted Average Grant-Date Fair Value	$	31.98		$	30.17		$	25.05

Stock option activity was as follows:



	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
			(per share)		(in years)	(in millions)
Outstanding at December 31, 2011	6,365,816		$	59.47
Granted	1,225,827		101.50
Exercised	(1,265,231	)	43.84
Forfeited	(120,626	)	93.95
Outstanding at December 31, 2012	6,205,786		$	70.27	6.2	$	196
Exercisable at December 31, 2012	4,164,438		$	58.34	5.1	$	181

The total intrinsic value of options exercised was $72 million in 2012, $40 million in 2011, and $68 million in 2010.

As of December 31, 2012, $36 million of compensation cost related to unvested stock options granted under the Plans remained to be recognized. The cost is expected to be recognized over a weighted-average period of 1.4 years. We issue new shares of our common stock to settle option exercises. Dividends are not paid on unexercised options.

Restricted Stock Awards Restricted stock activity was as follows:



	Shares Subject to Service Conditions		Weighted Average Award Date Fair Value
			(per share)
Outstanding at December 31, 2011	979,257		$	74.87
Awarded	481,858		101.50
Vested	(472,691	)	64.63
Forfeited	(55,193	)	92.03
Outstanding at December 31, 2012	933,231		$	92.79

Deferred Compensation Arrangement with Individual Disclosure, Postretirement Benefits [Table Text Block]

We have a non-qualified deferred compensation plan for which participant-directed investments are held in a rabbi trust and are available to satisfy the claims of our creditors in the event of bankruptcy or insolvency. Participants may elect to receive distributions in either cash or shares of our common stock. Components of the rabbi trust are as follows:



	December 31,
	2012		2011
(millions, except share amounts)
Rabbi Trust Assets
Mutual Fund Investments	$	84	$	82
Noble Energy Common Stock (at Fair Value)	76		80
Total Rabbi Trust Assets	160		162
Liability Under Related Deferred Compensation Plan	$	160	$	162
Number of Shares of Noble Energy Common Stock Held by Rabbi Trust	746,672		848,940

- Definition

Tabular disclosure of pension and other postretirement benefit arrangements with individual employees, which are generally based on employment contracts between the entity and one or more selected officers or key employees, and which contain a promise by the employer to pay certain amounts at designated future dates, usually including a period after retirement, upon compliance with stipulated requirements. This type of arrangement is distinguished from broader based employee benefit plans as it is usually tailored to the employee. Disclosure also typically includes the amount of related compensation expense recognized during the reporting period and the carrying amount as of the balance sheet date of the related liability.

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- Definition

Tabular disclosure of components of a stock option or other award plan under which equity-based compensation is awarded to employees, typically comprised of the amount of unearned compensation (deferred compensation cost), compensation expense, and changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan. Disclosure may also include nature and general terms of such arrangements that existed during the period and potential effects of those arrangements on shareholders, effect of compensation cost arising from equity-based payment arrangements on the income statement, method of estimating the fair value of the goods or services received, or the fair value of the equity instruments granted, during the period, cash flow effects resulting from equity-based payment arrangements and, for registrants that accelerate vesting of out of the money share options, reasons for the decision to accelerate.

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- Definition

Tabular disclosure of the allocation of equity-based compensation costs to a given line item on the balance sheet and income statement for the period. This may include the reporting line for the costs and the amount capitalized and expensed.

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