10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission file number: 001-07964

NOBLE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	73-0785597
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)
100 Glenborough Drive, Suite 100
Houston, Texas	77067
(Address of principal executive offices)	(Zip Code)
(281) 872-3100 (Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ý    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller

reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company”

in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o    No ý

As of July 8, 2013, there were 358,971,637 shares of the registrant’s common stock,

par value $0.01 per share, outstanding.

Table of Contents

Part I. Financial Information	3
Item 1. Financial Statements	3
Consolidated Statements of Operations	3
Consolidated Statements of Comprehensive Income	4
Consolidated Balance Sheets	5
Consolidated Statements of Cash Flows	6
Consolidated Statements of Shareholders' Equity	7
Notes to Consolidated Financial Statements	8
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.  Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.  Controls and Procedures	44
Part II. Other Information	45
Item 1.  Legal Proceedings	45
Item 1A.  Risk Factors	45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3. Defaults Upon Senior Securities	45
Item 4. Mine Safety Disclosures	46
Item 5.  Other Information	46
Item 6.  Exhibits	46
Signatures	47
Index to Exhibits	48

2

Part I. Financial Information

Item 1. Financial Statements

Noble Energy, Inc.

Consolidated Statements of Operations

(millions, except per share amounts)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Revenues
Oil, Gas and NGL Sales	$	1,112		$	934		$	2,196		$	1,970
Income from Equity Method Investees	37			31			96			83
Total	1,149			965			2,292			2,053
Costs and Expenses
Production Expense	210			168			398			331
Exploration Expense	90			167			151			227
Depreciation, Depletion and Amortization	368			325			734			619
General and Administrative	104			96			216			193
Other Operating Expense, Net	16			71			8			83
Total	788			827			1,507			1,453
Operating Income	361			138			785			600
Other (Income) Expense
Gain on Commodity Derivative Instruments	(161		)	(276		)	(89		)	(180		)
Interest, Net of Amount Capitalized	33			27			58			59
Other Non-Operating (Income) Expense, Net	3			(3		)	12			(3		)
Total	(125		)	(252		)	(19		)	(124		)
Income from Continuing Operations Before Income Taxes	486			390			804			724
Income Tax Provision	128			115			214			200
Income from Continuing Operations	358			275			590			524
Discontinued Operations, Net of Tax	19			17			49			32
Net Income	$	377		$	292		$	639		$	556
Earnings Per Share, Basic
Income from Continuing Operations	$	1.00		$	0.77		$	1.64		$	1.47
Discontinued Operations, Net of Tax	0.05			0.05			0.14			0.09
Net Income	$	1.05		$	0.82		$	1.78		$	1.56
Earnings Per Share, Diluted
Income from Continuing Operations	$	0.99		$	0.74		$	1.63		$	1.44
Discontinued Operations, Net of Tax	0.05			0.05			0.13			0.09
Net Income	$	1.04		$	0.79		$	1.76		$	1.53
Weighted Average Number of Shares Outstanding
Basic	359			356			358			355
Diluted	363			361			362			360

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

3

Noble Energy, Inc.

Consolidated Statements of Comprehensive Income

(millions)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net Income	$	377		$	292		$	639		$	556
Other Items of Comprehensive Income
Net Change in Pension and Other	5			2			11			5
Less Tax Benefit	(2		)	(1		)	(4		)	(2		)
Other Comprehensive Income	3			1			7			3
Comprehensive Income	$	380		$	293		$	646		$	559

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

4

Noble Energy, Inc.

Consolidated Balance Sheets

(millions)

(unaudited)

	June 30, 2013			December 31, 2012
ASSETS
Current Assets
Cash and Cash Equivalents	$	706		$	1,387
Accounts Receivable, Net	847			964
Other Current Assets	358			420
Total Current Assets	1,911			2,771
Property, Plant and Equipment
Oil and Gas Properties (Successful Efforts Method of Accounting)	21,023			19,496
Property, Plant and Equipment, Other	460			344
Total Property, Plant and Equipment, Gross	21,483			19,840
Accumulated Depreciation, Depletion and Amortization	(6,730		)	(6,289		)
Total Property, Plant and Equipment, Net	14,753			13,551
Goodwill	631			635
Other Noncurrent Assets	703			597
Total Assets	$	17,998		$	17,554
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts Payable - Trade	$	1,370		$	1,508
Other Current Liabilities	1,123			1,024
Total Current Liabilities	2,493			2,532
Long-Term Debt	3,547			3,736
Deferred Income Taxes, Noncurrent	2,269			2,218
Other Noncurrent Liabilities	814			810
Total Liabilities	9,123			9,296
Commitments and Contingencies
Shareholders’ Equity
Preferred Stock - Par Value $1.00 per share; 4 Million Shares Authorized, None Issued	—			—
Common Stock - Par Value $0.01 per share; 500 Million Shares Authorized; 399 Million and 397 Million Shares Issued, respectively	4			4
Additional Paid in Capital	3,383			3,302
Accumulated Other Comprehensive Loss	(106		)	(113		)
Treasury Stock, at Cost; 38 Million Shares	(662		)	(648		)
Retained Earnings	6,256			5,713
Total Shareholders’ Equity	8,875			8,258
Total Liabilities and Shareholders’ Equity	$	17,998		$	17,554

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

5

Noble Energy, Inc.

Consolidated Statements of Cash Flows

(millions)

(unaudited)

	Six Months Ended June 30,
	2013			2012
Cash Flows From Operating Activities
Net Income	$	639		$	556
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Depreciation, Depletion and Amortization	736			651
Asset Impairments	—			73
Dry Hole Cost	23			118
Deferred Income Taxes	108			92
Dividends (Income) from Equity Method Investees, Net	(18		)	(7		)
Unrealized Gain on Commodity Derivative Instruments	(80		)	(204		)
Gain on Divestitures	(67		)	(9		)
Stock Based Compensation	38			33
Other Adjustments for Noncash Items Included in Income	33			8
Changes in Operating Assets and Liabilities
Increase in Accounts Receivable	(193		)	(58		)
Decrease (Increase) in Other Current Assets	4			(49		)
Increase in Accounts Payable	131			84
Decrease in Current Income Taxes Payable	(81		)	(13		)
Increase (Decrease) in Other Current Liabilities	(37		)	14
Decrease (Increase) in Other Operating Assets and Liabilities, Net	8			(42		)
Net Cash Provided by Operating Activities	1,244			1,247
Cash Flows From Investing Activities
Additions to Property, Plant and Equipment	(1,929		)	(1,900		)
Additions to Equity Method Investments	(23		)	(35		)
Proceeds from Divestitures	114			10
Other	3			—
Net Cash Used in Investing Activities	(1,835		)	(1,925		)
Cash Flows From Financing Activities
Exercise of Stock Options	31			26
Excess Tax Benefits from Stock-Based Awards	12			13
Dividends Paid, Common Stock	(96		)	(79		)
Purchase of Treasury Stock	(14		)	(13		)
Repayment of Capital Lease Obligation	(23		)	(22		)
Net Cash Used In Financing Activities	(90		)	(75		)
Decrease in Cash and Cash Equivalents	(681		)	(753		)
Cash and Cash Equivalents at Beginning of Period	1,387			1,455
Cash and Cash Equivalents at End of Period	$	706		$	702

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

6

Noble Energy, Inc.

Consolidated Statements of Shareholders' Equity

(millions)

(unaudited)

	Common Stock (1)			Additional Paid in Capital (1)		Accumulated Other Comprehensive Loss			Treasury Stock at Cost			Retained Earnings			Total Shareholders' Equity
December 31, 2012	$	4		$	3,302	$	(113	)	$	(648	)	$	5,713		$	8,258
Net Income	—			—		—			—			639			639
Stock-based Compensation	—			38		—			—			—			38
Exercise of Stock Options	—			31		—			—			—			31
Tax Benefits Related to Exercise of Stock Options	—			12		—			—			—			12
Dividends (27 cents per share)	—			—		—			—			(96		)	(96		)
Changes in Treasury Stock, Net	—			—		—			(14		)	—			(14		)
Net Change in Pension and Other	—			—		7			—			—			7
June 30, 2013	$	4		$	3,383	$	(106	)	$	(662	)	$	6,256		$	8,875
December 31, 2011	$	1,312		$	1,841	$	(100	)	$	(638	)	$	4,850		$	7,265
Net Income	—			—		—			—			556			556
Stock-based Compensation	—			34		—			—			—			34
Exercise of Stock Options	—			26		—			—			—			26
Tax Benefits Related to Exercise of Stock Options	—			13		—			—			—			13
Dividends (22 cents per share)	—			—		—			—			(79		)	(79		)
Changes in Treasury Stock, Net	—			—		—			(13		)				(13		)
Change in Par Value	(1,308		)	1,308		—			—			—			—
Net Change in Pension and Other	—			—		3			—			—			3
June 30, 2012	$	4		$	3,222	$	(97	)	$	(651	)	$	5,327		$	7,805

⁽¹⁾  Amounts restated to reflect impact of stock split.

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

7

Noble Energy, Inc.

Notes to Consolidated Financial Statements

Note 1.Organization and Nature of Operations

Noble Energy, Inc. (Noble Energy, we or us) is a leading independent energy company engaged in worldwide crude oil and natural gas exploration and production. Our core operating areas are onshore US, primarily in the DJ Basin and Marcellus Shale, in the deepwater Gulf of Mexico, offshore Eastern Mediterranean, and offshore West Africa.

Note 2.Basis of Presentation

Presentation   The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the US (US GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. The accompanying consolidated financial statements at June 30, 2013 and December 31, 2012 and for the three and six months ended June 30, 2013 and 2012 contain all normally recurring adjustments considered necessary for a fair presentation of our financial position, results of operations, cash flows and shareholders’ equity for such periods. Operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Certain reclassifications of amounts previously reported have been made to reflect the operations of our North Sea geographical segment as discontinued, as well as to conform to current year presentations. See Note 3. Divestitures.

These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2012.

Consolidation   Our consolidated accounts include our accounts and the accounts of our wholly-owned subsidiaries.  In addition, we use the equity method of accounting for investments in entities that we do not control but over which we exert significant influence. All significant intercompany balances and transactions have been eliminated upon consolidation.

Common Stock Split   On April 22, 2013, Noble Energy’s Board of Directors approved a 2-for-1 split of its common stock to be effected in the form of a stock dividend. The stock dividend was distributed on May 28, 2013 to shareholders of record as of May 14, 2013. Earnings per share and common shares outstanding are reported giving retrospective effect to the common stock split.

Estimates   The preparation of consolidated financial statements in conformity with US GAAP requires us to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment.

8

Noble Energy, Inc.

Notes to Consolidated Financial Statements

Statements of Operations Information   Other statements of operations information is as follows: 

	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013			2012
(millions)
Production Expense
Lease Operating Expense	$	140	$	100		$	257		$	205
Production and Ad Valorem Taxes	43		44			86			81
Transportation and Gathering Expense	27		24			55			45
Total	$	210	$	168		$	398		$	331
Other Operating (Income) Expense, Net
Gain on Divestitures (1)	$	—	$	(9	)	$	(12	)	$	(9	)
Asset Impairments (2)	—		73			—			73
Other, Net	16		7			20			19
Total	$	16	$	71		$	8		$	83
Other Non-Operating (Income) Expense, Net
Deferred Compensation (Income) Expense (3)	$	3	$	(11	)	$	14		$	(8	)
Other (Income) Expense, Net	—		8			(2		)	5
Total	$	3	$	(3	)	$	12		$	(3	)

⁽¹⁾  See Note3. Divestitures

⁽²⁾  Amounts for 2012 related primarily to our South Raton development in the deepwater Gulf of Mexico and our Piceance development, onshore US. The assets were written down to their estimated fair values, which were determined using discounted cash flow models.

⁽³⁾  Amounts represent increases (decreases) in the fair value of shares of our common stock held in a rabbi trust.

9

Noble Energy, Inc.

Notes to Consolidated Financial Statements

Balance Sheet Information   Other balance sheet information is as follows:

	June 30, 2013			December 31, 2012
(millions)
Accounts Receivable, Net
Commodity Sales	$	383		$	349
Joint Interest Billings	406			486
Other	68			139
Allowance for Doubtful Accounts	(10		)	(10		)
Total	$	847		$	964
Other Current Assets
Inventories, Current	$	109		$	90
Commodity Derivative Assets	72			63
Deferred Income Taxes, Net	45			106
Probable Insurance Claims (1)	—			45
Assets Held for Sale (2)	37			45
Prepaid Expenses and Other Current Assets	95			71
Total	$	358		$	420
Other Noncurrent Assets
Equity Method Investments	$	410		$	367
Mutual Fund Investments	110			103
Commodity Derivative Assets	95			21
Other Assets	88			106
Total	$	703		$	597
Other Current Liabilities
Production and Ad Valorem Taxes	$	100		$	113
Commodity Derivative Liabilities	13			7
Income Taxes Payable	123			203
Asset Retirement Obligations	69			69
Interest Payable	57			55
Current Portion of Long Term Debt (3)	527			324
Current Portion of FPSO and Other Capital Lease Obligations	50			48
Liabilities Associated with Assets Held for Sale (2)	42			12
Other	142			193
Total	$	1,123		$	1,024
Other Noncurrent Liabilities
Deferred Compensation Liabilities	$	252		$	229
Asset Retirement Obligations	346			333
Accrued Benefit Costs	119			116
Other	97			132
Total	$	814		$	810

⁽¹⁾  Amounts represent the costs incurred to date of the Leviathan-2 appraisal well and expected well abandonment costs in excess of the insurance deductible less insurance proceeds received to date.

⁽²⁾  Assets held for sale consist primarily of North Sea oil and gas properties. Liabilities associated with assets held for sale consist primarily of asset retirement obligations related to these assets. See Note 3. Divestitures.

⁽³⁾  See Note5. Debt.

10

Noble Energy, Inc.

Notes to Consolidated Financial Statements

Note 3. Divestitures

North Sea Properties During the first six months of 2013, we closed two sales of non-operated working interest properties located in the UK and Netherlands sectors of the North Sea. The sales resulted in a $55 million gain based on net sales proceeds of $54 million for the fields. We continue to market our remaining North Sea properties.

As of June 30, 2013, all the properties remaining in our North Sea geographical segment are included in assets held for sale in our consolidated balance sheet. Our consolidated statements of operations have been reclassified for all periods presented to reflect the operations of our North Sea geographical segment as discontinued. Upon reclassification as held for sale, depreciation, depletion, and amortization (DD&A) ceased. Our long-term debt is recorded at the consolidated level; therefore no interest expense has been allocated to discontinued operations.

Summarized results of discontinued operations are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013			2012
(millions)
Oil and Gas Sales	$	12	$	65	$	21		$	140
Income Before Income Taxes	5		39		4			79
Income Tax Expense	3		22		10			47
Operating Income (Loss), Net of Tax	2		17		(6		)	32
Gain on Sale, Net of Tax	17		—		55			—
Discontinued Operations, Net of Tax	$	19	$	17	$	49		$	32

Onshore US Properties During the first six months of 2013, we closed the sales of certain crude oil and natural gas properties in Kansas, Oklahoma and the Gulf Coast areas. The information regarding the assets sold is as follows:

	Six Months Ended June 30,
	2013
(millions)
Sales Proceeds	$	60
Less
Net Book Value of Assets Sold	(53		)
Goodwill Allocated to Assets Sold	(4		)
Asset Retirement Obligations Associated with Assets Sold	5
Other Closing Adjustments	4
Gain on Divestitures	$	12

Note 4.Derivative Instruments and Hedging Activities

Objective and Strategies for Using Derivative Instruments   We are exposed to fluctuations in crude oil and natural gas prices on the majority of our production. In order to mitigate the effect of commodity price volatility and enhance the predictability of cash flows relating to the marketing of our global crude oil and domestic natural gas, we enter into crude oil and natural gas price hedging arrangements with respect to a portion of our expected production. The derivative instruments we use include variable to fixed price commodity swaps, two-way and three-way collars and put options.

During the first quarter of 2013, we restructured our hedge portfolio to better align hedge benchmark prices with our realized crude oil sales prices. We terminated certain of our crude oil swaps and three way collars while entering into new hedging instruments including crude oil swaps and put options. As a result of this restructuring, we recognized a de minimis gain on hedge terminations.

We also may enter into forward contracts to hedge anticipated exposure to interest rate risk associated with public debt financing.

11

Noble Energy, Inc.

Notes to Consolidated Financial Statements

While these instruments mitigate the cash flow risk of future reductions in commodity prices or increases in interest rates, they may also curtail benefits from future increases in commodity prices or decreases in interest rates. See Note6. Fair Value Measurements and Disclosures for a discussion of methods and assumptions used to estimate the fair values of our derivative instruments.

Unsettled Derivative Instruments   As of June 30, 2013, we had entered into the following crude oil derivative instruments: 

				Swaps		Options		Collars
Settlement Period	Type of Contract	Index	Bbls Per Day	Weighted Average Fixed Price		Put Option Premium		Weighted Average  Short Put  Price		Weighted Average Floor Price		Weighted Average  Ceiling Price
Instruments Entered Into as of June 30, 2013
2013	Swaps	NYMEX WTI  (1)	9,000	$	90.16	$	—	$	—	$	—	$	—
2013	Swaps	Dated Brent	3,000	98.03		—		—		—		—
2013	Two-Way Collars	NYMEX WTI	5,000	—		—		—		95.00		115.00
2013	Three-Way Collars	NYMEX WTI	7,000	—		—		63.57		83.57		109.04
2013	Three-Way Collars	Dated Brent	13,000	—		—		81.15		100.75		124.68
2013	Put Options (2)	NYMEX WTI	11,000	—		5.97		—		97.60		—
2014	Swaps	NYMEX WTI	37,000	92.67		—		—		—		—
2014	Swaps	Dated Brent	10,000	103.33		—		—		—		—
2014	Three-Way Collars	NYMEX WTI	9,000	—		—		75.89		90.89		100.44
2014	Three-Way Collars	Dated Brent	8,000	—		—		84.38		98.25		121.56
2015	Swaps	NYMEX WTI	10,000	87.01		—		—		—		—
2015	Swaps	Dated Brent	5,000	99.04		—		—		—		—
2015	Three-Way Collars	NYMEX WTI	10,000	—		—		68.50		88.50		92.87
2015	Three-Way Collars	Dated Brent	5,000	—		—		75.00		95.00		112.53

⁽¹⁾  West Texas Intermediate

⁽²⁾  For put options, we typically pay a premium to the counterparty in exchange for the sale of the instrument. If the index price is below the floor price of the put option, we receive the difference between the floor price and the index price multiplied by the contract volumes less the option premium. If the index price settles at or above the floor price of the put option, we pay only the put option premium.

As of June 30, 2013, we had entered into the following natural gas derivative instruments:

				Swaps		Collars
Settlement Period	Type of Contract	Index	MMBtu Per Day	Weighted Average Fixed Price		Weighted Average Short Put  Price		Weighted Average Floor Price		Weighted Average Ceiling Price
Instruments Entered Into as of June 30, 2013
2013	Swaps	NYMEX HH (1)	60,000	$	4.58	$	—	$	—	$	—
2013	Two-Way Collars	NYMEX HH	40,000	—		—		3.25		5.14
2013	Three-Way Collars	NYMEX HH	100,000	—		3.88		4.75		5.63
2014	Swaps	NYMEX HH	60,000	4.24		—		—		—
2014	Three-Way Collars	NYMEX HH	230,000	—		2.83		3.75		4.98
2015	Swaps	NYMEX HH	80,000	4.32		—		—		—
2015	Three-Way Collars	NYMEX HH	120,000	—		3.54		4.25		5.06

⁽¹⁾  Henry Hub

12

Noble Energy, Inc.

Notes to Consolidated Financial Statements

Fair Value Amounts and Gains and Losses on Derivative Instruments   The fair values of derivative instruments in our consolidated balance sheets were as follows: 

Fair Value of Derivative Instruments
	Asset Derivative Instruments						Liability Derivative Instruments
	June 30, 2013			December 31, 2012			June 30, 2013			December 31, 2012
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair  Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
(millions)
Commodity DerivativeInstruments	Current Assets	$	72	Current Assets	$	63	Current Liabilities (1)	$	13	Current Liabilities	$	7
	Noncurrent Assets	95		Noncurrent Assets	21		Noncurrent Liabilities	—		Noncurrent Liabilities	3
Total		$	167		$	84		$	13		$	10

⁽¹⁾ Includes $12 million of deferred put option premium.

The effect of derivative instruments on our consolidated statements of operations was as follows: 

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
(millions)
Realized Mark-to-Market (Gain) Loss
Crude Oil	$	6		$	17		$	14		$	51
Natural Gas	(8		)	(16		)	(23		)	(27		)
Total Realized Mark-to-Market (Gain) Loss	(2		)	1			(9		)	24
Unrealized Mark-to-Market (Gain) Loss
Crude Oil	(124		)	(300		)	(83		)	(208		)
Natural Gas	(35		)	23			3			4
Total Unrealized Mark-to-Market Gain	(159		)	(277		)	(80		)	(204		)
Total Gain on Commodity Derivative Instruments	$	(161	)	$	(276	)	$	(89	)	$	(180	)

 Accumulated other comprehensive loss (AOCL) at June 30, 2013 included deferred losses of $25 million, net of tax, related to interest rate derivative instruments. This amount will be reclassified to earnings as an adjustment to interest expense over the terms of our senior notes due April 2014 and March 2041.  Approximately $2 million of deferred losses (net of tax) will be reclassified to earnings during the next 12 months and will be recorded as an increase in interest expense.

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Noble Energy, Inc.

Notes to Consolidated Financial Statements

Note 5. Debt

Our debt consists of the following:

	June 30, 2013						December 31, 2012
	Debt			Interest Rate			Debt			Interest Rate
(millions, except percentages)
Credit Facility, due October 14, 2016 (1)	$	—		—			$	—		—
CONSOL Installment Payment, due September 30, 2013	328			1.79	%	(2)	328			1.79	%	(2)
FPSO and Other Capital Lease Obligations	324			—			311			—
5¼% Senior Notes, due April 15, 2014	200			5.25	%		200			5.25	%
8¼% Senior Notes, due March 1, 2019	1,000			8.25	%		1,000			8.25	%
4.15% Senior Notes, due December 15, 2021	1,000			4.15	%		1,000			4.15	%
7¼% Senior Notes, due October 15, 2023	100			7.25	%		100			7.25	%
8% Senior Notes, due April 1, 2027	250			8.00	%		250			8.00	%
6% Senior Notes, due March 1, 2041	850			6.00	%		850			6.00	%
7¼% Senior Debentures, due August 1, 2097	84			7.25	%		84			7.25	%
Total	4,136						4,123
Unamortized Discount	(12		)				(15		)
Total Debt, Net of Discount	4,124						4,108
Less Amounts Due Within One Year
Current portion of CONSOL Installment Payment, net of discount	(327		)				(324		)
5¼% Senior Notes, due April 15, 2014, net of discount	(200		)				—
FPSO and Other Capital Lease Obligations	(50		)				(48		)
Long-Term Debt Due After One Year	$	3,547					$	3,736

⁽¹⁾  Our Credit Agreement provides for a $4.0 billion unsecured revolving Credit Facility. The Credit Facility is available for general corporate purposes.

⁽²⁾  Imputed rate based on the prevailing market rates for similar debt instruments at the date of assessment.

See Note6. Fair Value Measurements and Disclosures for a discussion of methods and assumptions used to estimate the fair values of debt.

Note 6.Fair Value Measurements and Disclosures

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Certain assets and liabilities are measured at fair value on a recurring basis in our consolidated balance sheets. The following methods and assumptions were used to estimate the fair values: 

Cash, Cash Equivalents, Accounts Receivable and Accounts Payable   The carrying amounts approximate fair value due to the short-term nature or maturity of the instruments. 

Mutual Fund Investments   Our mutual fund investments, which primarily include assets held in a rabbi trust, consist of various publicly-traded mutual funds that include investments ranging from equities to money market instruments. The fair values are based on quoted market prices for identical assets. 

Commodity Derivative Instruments   Our commodity derivative instruments consist of variable to fixed price commodity swaps, two-way and three-way collars, and put options. We estimate the fair values of these instruments based on published forward commodity price curves as of the date of the estimate. The discount rate used in the discounted cash flow projections is based on published LIBOR rates, Eurodollar futures rates and interest swap rates. The fair values of commodity derivative instruments in an asset position include a measure of counterparty nonperformance risk, and the fair values of commodity derivative instruments in a liability position include a measure of our own nonperformance risk, each based on the current published credit default swap rates. In addition, for collars, we estimate the option values of the put options sold (for three-way

14

Noble Energy, Inc.

Notes to Consolidated Financial Statements

collars) and the contract floors and ceilings (for two-way and three-way collars) using an option pricing model which takes into account market volatility, market prices and contract terms. See Note4. Derivative Instruments and Hedging Activities. 

Deferred Compensation Liability   The value is dependent upon the fair values of mutual fund investments and shares of our common stock held in a rabbi trust.See Mutual Fund Investments above.

Measurement information for assets and liabilities that are measured at fair value on a recurring basis was as follows: 

	Fair Value Measurements Using
	Quoted Prices in  Active Markets (Level 1) (1)			Significant Other Observable Inputs (Level 2) (2)			Significant Unobservable Inputs (Level 3) (3)		Adjustment (4)			Fair Value Measurement
(millions)
June 30, 2013
Financial Assets
Mutual Fund Investments	$	110		$	—		$	—	$	—		$	110
Commodity Derivative Instruments	—			173			—		(6		)	167
Financial Liabilities
Commodity Derivative Instruments	—			(19		)	—		6			(13		)
Portion of Deferred Compensation Liability Measured at Fair Value	(178		)	—			—		—			(178		)
December 31, 2012
Financial Assets
Mutual Fund Investments	$	103		$	—		$	—	$	—		$	103
Commodity Derivative Instruments	—			113			—		(29		)	84
Financial Liabilities
Commodity Derivative Instruments	—			(39		)	—		29			(10		)
Portion of Deferred Compensation Liability Measured at Fair Value	(160		)	—			—		—			(160		)

⁽¹⁾  Level 1 measurements are fair value measurements which use quoted market prices (unadjusted) in active markets for identical assets or liabilities. We use Level 1 inputs when available as Level 1 inputs generally provide the most reliable evidence of fair value.

⁽²⁾  Level 2 measurements are fair value measurements which use inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly.

⁽³⁾  Level 3 measurements are fair value measurements which use unobservable inputs.

⁽⁴⁾  Amount represents the impact of netting clauses within our master agreements that allow us to net cash settle asset and liability positions with the same counterparty.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis in our consolidated balance sheets. The following methods and assumptions were used to estimate the fair values:

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Noble Energy, Inc.

Notes to Consolidated Financial Statements

Asset Impairments We determined that the carrying amounts of certain assets were not recoverable from future cash flows and, therefore, were impaired. The assets were reduced to their estimated fair values. Information about the impaired assets is as follows:

	Fair Value Measurements Using
Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Net Book Value (1)		Total Pre-tax (Non-cash) Impairment Loss
millions
Three Months Ended June 30, 2013
Impaired Oil and Gas Properties	$	—	$	—	$	—	$	—	$	—
Three Months Ended June 30, 2012
Impaired Oil and Gas Properties	—		—		172		245		73
Six Months Ended June 30, 2013
Impaired Oil and Gas Properties	—		—		—		—		—
Six Months Ended June 30, 2012
Impaired Oil and Gas Properties	—		—		172		245		73

⁽¹⁾ Amount represents net book value at the date of assessment.

Amounts for 2012 related primarily to our South Raton development in the deepwater Gulf of Mexico and our Piceance development, onshore US.The fair values of the properties were determined as of the date of the assessment using discounted cash flow models. The discounted cash flows were based on management’s expectations for the future. Inputs included estimates of future oil and gas production, commodity prices based on NYMEX commodity price curves as of the date of the estimate, estimated operating and development costs, and a risk-adjusted discount rate of 10%.

Additional Fair Value Disclosures

Debt   The fair value of fixed-rate, public debt is estimated based on the published market prices for the same or similar issues. As such, we consider the fair value of our public fixed-rate debt to be a Level 1 measurement on the fair value hierarchy. The carrying amount of the CONSOL installment payment approximates fair value because it is discounted at the prevailing market rate for similar debt instruments. As such, we consider the fair value of our CONSOL installment payment to be a Level 2 measurement on the fair value hierarchy. See Note5. Debt. Fair value information regarding our debt is as follows: 

	June 30, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
(millions)
Total Debt, Net of Unamortized Discount (1)	$	3,800	$	4,330	$	3,797	$	4,570

⁽¹⁾  Excludes FPSO and other capital lease obligations. No floating rate debt was outstanding at June 30, 2013 or December 31, 2012.

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Noble Energy, Inc.

Notes to Consolidated Financial Statements

Note 7.Capitalized Exploratory Well Costs

We capitalize exploratory well costs until a determination is made that the well has found proved reserves or is deemed noncommercial. If a well is deemed to be noncommercial, the well costs are charged to exploration expense as dry hole cost.

Changes in capitalized exploratory well costs are as follows and exclude amounts that were capitalized and subsequently expensed in the same period: 

	Six Months Ended June 30, 2013
(millions)
Capitalized Exploratory Well Costs, Beginning of Period	$	900
Additions to Capitalized Exploratory Well Costs Pending Determination of Proved Reserves	313
Reclassified to Proved Oil and Gas Properties Based on Determination of Proved Reserves	(18		)
Capitalized Exploratory Well Costs Charged to Expense	(3		)
Capitalized Exploratory Well Costs, End of Period	$	1,192

The following table provides an aging of capitalized exploratory well costs based on the date that drilling commenced, and the number of projects that have been capitalized for a period greater than one year: 

	June 30, 2013		December 31, 2012
(millions)
Exploratory Well Costs Capitalized for a Period of One Year or Less	$	523	$	355
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	669		545
Balance at End of Period	$	1,192	$	900
Number of Projects with Exploratory Well Costs That Have Been Capitalized for a Period Greater Than One Year Since Commencement of Drilling	13		14

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Noble Energy, Inc.

Notes to Consolidated Financial Statements

The following table provides a further aging of those exploratory well costs that have been capitalized for a period greater than one year since the commencement of drilling as of June 30, 2013:

			Suspended Since
	Total		2012		2011		2010 & Prior
(millions)
Country/Project:
Offshore Equatorial Guinea
Carla	$	12	$	—	$	12	$	—
Diega	105		—		46		59
Felicita	36		1		2		33
Yolanda	18		—		1		17
Offshore Cameroon
YoYo	50		5		5		40
Offshore Israel
Leviathan	128		20		67		41
Leviathan-1 Deep	71		43		28		—
Tanin 1	34		2		32		—
Dolphin 1	22		—		22		—
Dalit	22		—		—		22
Offshore Cyprus
Cyprus A-1	65		8		57		—
Deepwater Gulf of Mexico
Gunflint	87		35		—		52
Other
Projects of $10 million or less each	19		10		—		9
Total	$	669	$	124	$	272	$	273

Carla/Diega   Carla is a 2011 crude oil discovery on Block O; Diega (formerly Carmen) is a 2008 condensate and crude oil discovery on Blocks O and I. We continue reviewing drilling results of the Carla O-7 and the Carla I-7 wells. In early July, we spud our Diega I-8 appraisal well. We are currently evaluating regional development scenarios for these two discoveries, which include possible sanctioning of a development project during 2013.

Felicita/Yolanda   Felicita is a 2008 condensate and natural gas discovery on Block O. Yolanda is a 2008 condensate and natural gas discovery on Block I. We are currently evaluating regional natural gas development options for these discoveries and working with the government of Equatorial Guinea to assess longer-term natural gas commercialization across the industry.

YoYo   YoYo is a 2007 natural gas and condensate discovery. During 2011 we acquired and processed additional 3D seismic information and are continuing evaluations for future drilling potential. We are also working with the government of Cameroon to assess future natural gas commercialization options.

Leviathan   Leviathan is a 2010 natural gas discovery. During 2012, we continued to evaluate the discovery with the successful drilling of both the Leviathan-3 and Leviathan-4 appraisal wells. We have project and commercial teams in place and are in the process of screening multiple development concepts. In 2012, we announced that the partners in the Leviathan Project had agreed in principle on a proposal to sell a 30% working interest in the Leviathan licenses to Woodside Energy Ltd. (Woodside).

Leviathan-1 Deep   In January 2012, we returned to the Leviathan-1 well and began drilling toward two deeper intervals in order to evaluate them for the existence of crude oil (Leviathan-1 Deep). We are continuing our evaluation of Leviathan-1 Deep and will integrate the data from the Leviathan-1 Deep well into our model to update our analysis and design a drilling plan specifically to test the deep oil concept. We have secured a drillship with the capabilities necessary to reach the target objective. The drillship is scheduled to arrive in the Eastern Mediterranean at the end of 2013, and we plan to begin drilling an exploratory well in 2014.

Tanin 1   Tanin 1 is a 2011 natural gas discovery located in the Alon A block, offshore Israel. We and our partners are currently reviewing alternatives for the development of reserves from this asset.

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Noble Energy, Inc.

Notes to Consolidated Financial Statements

Dolphin 1   Dolphin 1 is a 2011 natural gas discovery located in the Hanna license, southwest of the Tamar gas field. We and our partners are currently reviewing alternatives for the development of reserves from this asset.

Dalit   Dalit is a 2009 natural gas discovery. We and our partners are working on a development plan which would include tie-in to the Tamar platform and have submitted a development plan to the Israeli government.

Cyprus The Cyprus A-1 is a successful natural gas exploratory well drilled on Block 12 in the fourth quarter of 2011. During the second quarter of 2013, we spud the Cyprus A-2 appraisal well as we continue our appraisal program on Block 12. We are working with the Cyprus government regarding domestic development plans along with possible LNG export options.

Gunflint   Gunflint (Mississippi Canyon Block 948) is a 2008 crude oil discovery. In July 2012, we drilled a successful Gunflint appraisal well. We completed drilling our second successful Gunflint appraisal well in April 2013. A deeper exploration target was also drilled; however, it did not find commercial quantities of hydrocarbons. We are proceeding towards sanctioning a development project in the second half of 2013. First production from Gunflint is targeted for late 2015 or early 2016 utilizing a subsea tieback to an existing host facility.

Note 8.Asset Retirement Obligations

Asset retirement obligation (ARO) consists primarily of estimated costs of dismantlement, removal, site reclamation and similar activities associated with our oil and gas properties. Changes in ARO are as follows:

	Six Months Ended June 30,
	2013			2012
(millions)
Asset Retirement Obligations, Beginning Balance	$	402		$	377
Liabilities Incurred	2			23
Liabilities Settled	(10		)	(2		)
Revision of Estimate	7			20
Accretion Expense (1)	14			14
Other	—			(89		)
Asset Retirement Obligations, Ending Balance	$	415		$	343

⁽¹⁾ Accretion expense is included in DD&Aexpense in the consolidated statements ofoperations.

Liabilities incurred in 2013 relate primarily to wells drilled in the DJ Basin, onshore US. Liabilities incurred in 2012 include costs to abandon the Leviathan-2 appraisal well, offshore Israel. Liabilities settled in 2013 relate primarily to onshore US properties sold. See Note3. Divestitures. Revisions relate primarily to our Alen development, offshore Equatorial Guinea, in 2013 and China in 2012. Other includes ARO liabilities associated with North Sea properties held for sale, which were included within liabilities associated with assets held for sale.

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Noble Energy, Inc.

Notes to Consolidated Financial Statements

Note 9.Earnings Per Share

Basic earnings per share of common stock is computed using the weighted average number of shares of common stock outstanding during each period. The diluted earnings per share of common stock include the effect of outstanding stock options, shares of restricted stock, or shares of our common stock held in a rabbi trust (when dilutive). The following table summarizes the calculation of basic and diluted earnings per share:

	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013		2012
(millions, except per share amounts)
Income from Continuing Operations	$	358	$	275		$	590	$	524
Earnings Adjustment from Assumed Conversion of Dilutive Shares of Common Stock in Rabbi Trust (1)	—		(7		)	—		(5		)
Income from Continuing Operations Used for Diluted Earnings Per Share Calculation	$	358	$	268		$	590	$	519
Weighted Average Number of Shares Outstanding, Basic	359		356			358		355
Incremental Shares From Assumed Conversion of Dilutive Stock Options, Restricted Stock and Shares of Common Stock in Rabbi Trust	4		5			4		5
Weighted Average Number of Shares Outstanding, Diluted	363		361			362		360
Earnings from Continuing Operations Per Share, Basic	$	1.00	$	0.77		$	1.64	$	1.47
Earnings from Continuing Operations Per Share, Diluted	0.99		0.74			1.63		1.44
Number of antidilutive stock options, shares of restricted stock and shares of common stock in rabbi trust excluded from calculation above	5		5			5		5

⁽¹⁾  Consistent with GAAP, when dilutive, deferred compensation gains or losses, net of tax, are excluded from net income while our common shares held in the rabbi trust are included in the diluted share count. For this reason, the diluted earnings per share calculations for the three and six months ended June 30, 2012 exclude deferred compensation gains.

Note 10.Income Taxes

The income tax provision relating to continuing operations consists of the following: 

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
(millions)
Current	$	71		$	56		$	108		$	100
Deferred	57			59			106			100
Total Income Tax Provision	$	128		$	115		$	214		$	200
Effective Tax Rate	26.4		%	29.5		%	26.6		%	27.6		%

Our effective tax rate for the first six months of 2013 decreased as compared with the first six months of 2012. This decrease is primarily due to a tax contingency recognized during the second quarter of 2012.

In our major tax jurisdictions, the earliest years remaining open to examination are as follows: US – 2008, Equatorial Guinea – 2008, Israel – 2008 and China –2010.

See Note3. Divestitures for income taxes associated with discontinued operations.

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Noble Energy, Inc.

Notes to Consolidated Financial Statements

Note 11.Segment Information

We have operations throughout the world and manage our operations by country. The following information is grouped into four components that are all in the business of crude oil and natural gas exploration, development, production, and acquisition: the United States; West Africa (Equatorial Guinea, Cameroon, and Sierra Leone; as well as Senegal/Guinea-Bissau, which we exited in the third quarter of 2012); Eastern Mediterranean (Israel and Cyprus); and Other International and Corporate. Other International includes China, Falkland Islands, Nicaragua and new ventures. As of June 30, 2013, our remaining North Sea assets were reclassified to assets held for sale, and prior year amounts have been reclassified to exclude the North Sea geographical segment. See Note3. Divestitures.

	Consolidated			United States			West Africa			Eastern Mediterranean		Other Int'l & Corporate
(millions)
Three Months Ended June 30, 2013
Revenues from Third Parties	$	1,112		$	683		$	290		$	101	$	38
Income from Equity Method Investees	37			—			37			—		—
Total Revenues	1,149			683			327			101		38
DD&A	368			258			63			27		20
Gain on Commodity Derivative Instruments (1)	(161		)	(111		)	(50		)	—		—
Income (Loss) from Continuing Operations Before Income Taxes	486			320			268			44		(146		)
Three Months Ended June 30, 2012
Revenues from Third Parties	$	934		$	527		$	332		$	29	$	46
Income from Equity Method Investees	31			—			31			—		—
Total Revenues	965			527			363			29		46
DD&A	325			232			62			10		21
Gain on Commodity Derivative Instruments (1)	(276		)	(93		)	(183		)	—		—
Income (Loss) from Continuing Operations Before Income Taxes	390			48			455			5		(118		)
Six Months Ended June 30, 2013
Revenues from Third Parties	$	2,196		$	1,399		$	563		$	152	$	82
Income from Equity Method Investees	96			—			96			—		—
Total Revenues	2,292			1,399			659			152		82
DD&A	734			524			117			55		38
Gain on Commodity Derivative Instruments (1)	(89		)	(62		)	(27		)	—		—
Income (Loss) from Continuing Operations Before Income Taxes	804			563			499			59		(317		)
Six Months Ended June 30, 2012
Revenues from Third Parties	$	1,970		$	1,080		$	715		$	73	$	102
Income from Equity Method Investees	83			—			83			—		—
Total Revenues	2,053			1,080			798			73		102
DD&A	619			430			135			15		39
Gain on Commodity Derivative Instruments (1)	(180		)	(102		)	(78		)	—		—
Income (Loss) from Continuing Operations Before Income Taxes	724			241			682			37		(236		)
June 30, 2013
Total Assets	$	17,961		$	11,899		$	3,022		$	2,679	$	361
December 31, 2012
Total Assets	17,509			11,199			3,063			2,572		675

⁽¹⁾See Note4. Derivative Instruments and Hedging Activities.

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Noble Energy, Inc.

Notes to Consolidated Financial Statements

Note 12.Commitments and Contingencies

Legal Proceedings  We are involved in various legal proceedings in the ordinary course of business.  These proceedings are subject to the uncertainties inherent in any litigation.  We are defending ourselves vigorously in all such matters and we believe that the ultimate disposition of such proceedings will not have a material adverse effect on our financial position, results of operations or cash flows.

22

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide a narrative about our business from the perspective of our management.  Our MD&A is presented in the following major sections:

• Executive Overview;

• Operating Outlook;

• Results of Operations; and

• Liquidity and Capital Resources.

The preceding consolidated financial statements, including the notes thereto, contain detailed information that should be read in conjunction with our MD&A.

EXECUTIVE OVERVIEW

We are a worldwide producer of crude oil and natural gas. We aim to achieve sustainable growth in value and cash flow through exploration success and the development of a high-quality, diversified, growing portfolio of assets that is balanced between US and international projects, while maintaining a strong balance sheet and ample liquidity levels. We primarily focus on organic growth from exploration and development drilling and augment that with periodic, opportunistic new business development (mergers and acquisitions) capability. We manage the portfolio for superior returns and to ensure geographic portfolio diversification, with periodic divestments of non-core assets. We focus on basins or plays where we have strategic competitive advantage and which we believe generate superior returns.

Our core operating areas are the onshore US (DJ Basin and Marcellus Shale), deepwater Gulf of Mexico, offshore West Africa and offshore Eastern Mediterranean.

Our major development projects typically offer long life, sustained cash flows after investment and attractive financial returns. We maintain a diversified portfolio between US and international assets and strive to maintain a balanced geographic and political risk profile. We also maintain a geographical diversity of production mix among crude oil, US natural gas, and international natural gas.

Our financial results for the second quarter of 2013 included:

• net income of $377 million (including $358 million from continuing operations), as compared with $292 million (including $275 million from continuing operations) for second quarter 2012;

• gain on commodity derivative instruments of $161 million (including unrealized mark-to-market gain of $159 million) as compared with a gain on commodity derivative instruments of $276 million (including unrealized mark-to-market gain of $277 million) for second quarter 2012;

• diluted earnings per share of $1.04, as compared with $0.79 for second quarter 2012;

• cash flow provided by operating activities of $539 million, as compared with $506 million for second quarter 2012;

• ending cash balance of $706 million, as compared with $1.4 billion at December 31, 2012;

• capital spending, on a cash basis, of $1.1 billion as compared with $882 million for second quarter 2012; and

• ratio of debt-to-book capital of 32%, as compared with 33% at December 31, 2012. 

Key highlights for the second quarter of 2013 included:

• achieving record sales volumes of 260 MBoe/d;

• attaining record DJ Basin horizontal production averaging 50 MBoe/d;

• reaching record exit rate of 150 MMcfe/d in the Marcellus Shale;

• confirming primary resource target with the successful Gunflint appraisal well, deepwater Gulf of Mexico;

• announcing natural gas exploration discovery at the Karish prospect, offshore Israel;

• reaching full operation at Tamar, offshore Israel; and

• initiating first production from the Alen project, offshore Equatorial Guinea.

Tamar Update

Just over four years from discovery, the Tamar project is fully operational and delivering significant volumes of natural gas to Israel. The natural gas flows from the field through the world's longest subsea tieback, more than 90 miles to the Tamar platform and then to the Ashdod onshore terminal (AOT). Tamar is a technological and commercial milestone that significantly contributes to our production growth. In June 2013, the Israeli Petroleum Commissioner issued a final permit to operate Tamar. We are also advancing plans for a compression project to expand the AOT to facilitate the increased sales volumes from Tamar.

23

Exploration Program Update

We continue to evaluate and build upon our significant exploration inventory in the onshore US, deepwater Gulf of Mexico, offshore West Africa, offshore Eastern Mediterranean and other new venture locations.

We continually evaluate our exploration inventory to provide additional growth opportunities and potential new core areas. In addition, we believe each of our existing core areas has significant remaining exploration upside and we continue to leverage existing activities to improve our exploration programs in these core areas.

We were in the process of drilling and/or evaluating significant exploratory wells at June 30, 2013 (See Item 1. Financial Statements –Note7. Capitalized Exploratory Well Costs), and expect to continue an active exploratory drilling program in the future.

We devote significant capital to our exploration program; approximately 19% of our $3.9 billion capital investment program in 2013 is dedicated to exploration and associated appraisal activities, including leasehold acquisitions. However, we do not always encounter hydrocarbons through our drilling activities. In addition, we may find hydrocarbons but subsequently reach a decision, through additional analysis or appraisal drilling, that a project is not economically or operationally viable.

As discussed below, we are currently conducting, or planning to conduct, exploratory drilling activities in previously unexplored areas as well as appraisal activities at several of our discoveries. In the event we conclude that one of our exploratory wells did not encounter hydrocarbons or that a discovery is not economically or operationally viable, the associated capitalized exploratory well costs would be charged to expense.  Additionally, we may not conduct exploration activities prior to lease expirations. For example, in the deepwater Gulf of Mexico, while we continue to mature our prospect portfolio, regulations have become more stringent due to the Deepwater Horizon incident in 2010. In some instances, specifically engineered blowout preventers, rigs, and completion equipment may be required to handle high pressure environments. Regulatory requirements or lack of readily available equipment could prevent us from engaging in future exploration activities during our current lease terms. As a result, in a future period, dry hole cost and leasehold impairment charges could be significant.

Updates of our significant exploration activities are as follows: 

Deepwater Gulf of Mexico We hold significant exploration potential in the deepwater Gulf of Mexico. During the first quarter of 2013, we participated in the Central Gulf of Mexico Lease Sale 227 and were high bidder on five deepwater blocks. In July 2013, we spud the Troubadour exploratory well (Mississippi Canyon Block 699), located adjacent to our Big Bend discovery, and plan to drill an additional exploration prospect later in 2013.

Offshore Eastern Mediterranean During the second quarter of 2013, we drilled a successful exploratory well on the Karish prospect in the Alon C license. The well was drilled to a depth of 15,783 feet, discovering hydrocarbons in the lower Miocene sands. We hold a 47% operated working interest in Karish. Additionally, during the second quarter of 2013, we spud the Cyprus A-2 appraisal well.

Offshore Nicaragua We continue to evaluate our undeveloped acreage and currently plan to spud our first exploratory well (Paraiso), targeting an oil play, in the third quarter of 2013. During the first quarter of 2013, we began hosting potential partners in our data room and expect to farm down our working interest.

Offshore Falkland Islands In March 2013, we assumed operatorship from Falkland Oil and Gas Limited of the Northern Area License and will assume operatorship of the Southern Area License no later than March 2014. We continue to acquire and process 3D seismic over the Southern Area License and plan to acquire 3D seismic over the Northern Area License as part of the exploration program.

Major Development Project Updates

During the first six months of 2013, we successfully brought the Tamar and Alen projects online as we continue to advance our major development projects. We expect these projects to deliver significant growth in production over the next several years. Updates on our major development projects are as follows:

Sanctioned Development Projects

Horizontal Niobrara (Onshore US)   We have increased our horizontal drilling activity targeting the Niobrara formation in the Wattenberg area and our Northern Colorado acreage, resulting in a significant positive impact on our current production volumes. We expect to spud over 300 horizontal wells during 2013 and continue to move into areas of higher liquids content. We spud 131 horizontal wells thus far in 2013, including 16 extended-reach lateral wells.

Marcellus Shale (Onshore US)   We continue to delineate the wet gas acreage, while our partner CONSOL Energy has reduced drilling in the dry gas area due to the current natural gas price environment. We continue to work together to enhance our

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recoveries with longer lateral wells, improved completion design and optimized well placements. Together, we have drilled to total depth 27 wet gas wells and 21 dry gas wells thus far in 2013.

The CONSOL Carried Cost Obligation is currently suspended because average natural gas prices have remained below the contractual threshold. See Liquidity and Capital Resources - Contractual Obligations below.

Alen (Blocks O and I, Offshore Equatorial Guinea)   Final commissioning continues with first production beginning late in the second quarter of 2013. We expect production to ramp up in the third quarter of 2013.

Unsanctioned Development Projects

Gunflint (deepwater Gulf of Mexico)  We completed drilling our second successful Gunflint appraisal well in April 2013. A deeper exploration target was also drilled; however, it did not find commercial quantities of hydrocarbons. We are proceeding towards sanctioning a development project in the second half of 2013. First production from Gunflint is targeted for late 2015 or early 2016 utilizing a subsea tieback to an existing host facility.

Big Bend (deepwater Gulf of Mexico) We are evaluating subsea tieback to third party host facility options and anticipate sanctioning a development plan for Big Bend during 2013, with first production targeted in late 2015 or early 2016. A discovery at the nearby Troubadour exploration prospect could provide for co-development opportunity.

Leviathan (Offshore Israel)   The successful results from our recent Leviathan-4 appraisal well have enhanced our understanding of the reservoir and we continue our evaluation of multiple development concepts.

We continue working with Woodside Energy Ltd. (Woodside) towards reaching a definitive agreement to sell a 30% working interest in the Leviathan licenses. Each of the current Leviathan partners is expected to participate as a seller to Woodside. We expect to convey a 9.66% working interest, reducing our working interest to 30%, and continue as upstream operator. See Operating Outlook – Update on Israel's Natural Gas Economy, below.

Carla and Diega (Offshore Equatorial Guinea) We continue reviewing drilling results of the Carla O-7 and the Carla I-7 wells. In early July 2013, we spud our Diega I-8 appraisal well. We continue evaluating economic development options in this area.

See Item 1. Financial Statements –Note7. Capitalized Exploratory Well Costs for additional information on costs incurred related to these projects.

Non-Core Divestiture Program

Our non-core divestiture program is designed to generate organizational and operational efficiencies as well as cash for use in our capital investment program. Divestitures of non-core properties allow us to allocate capital and employee resources to high-value and high-growth areas.  Further, proceeds from divestitures provide additional flexibility in the implementation of our international and deepwater Gulf of Mexico exploration and development programs and our horizontal drilling activities in the DJ Basin and Marcellus Shale.

During the first six months of 2013, we closed two sales of non-operated working interests located in the UK and Netherlands sectors of the North Sea. The sales resulted in a $55 million gain based on total net sale proceeds of $54 million for the fields. We also closed the sale of certain crude oil and natural gas properties in Kansas, Oklahoma and the Gulf Coast areas for a $12 million gain based on total net sale proceeds of $60 million. We continue to market packages of non-core onshore US properties and our remaining North Sea properties. See Item 1. Financial Statements – Note3. Divestitures.

On occasion we will withdraw from all operations in a country. The reasons for withdrawing from a country vary. It may be based on a decision to allocate resources to other projects, or result from government action such as the Ecuadorian government's termination of our Block 3 PSC in 2010. Some exploration programs simply do not result in the discovery of a commercial quantity of reserves. Withdrawing from a country usually involves two parallel processes: concluding exploration and production operations; and winding up local business activities. Winding up local business activities may involve completing outstanding tax audits and filing final tax returns, resolving employment related matters, settling claims and dissolving local entities such as subsidiaries or branches.

We are currently planning to withdraw from the United Kingdom and the Dutch North Sea and are winding up local business activities in Ecuador and Argentina. At this time, we do not believe that any of the activities associated with these areas will have a material effect on our financial position, results of operations or cash flows.

Sales Volumes

On a BOE basis, total sales volumes from continuing operations were 16%higher for the second quarter of 2013 as compared with the second quarter of 2012, and our mix of sales volumes was 44% global liquids, 30% international natural gas, and 26% US natural gas. See Results of Operations – Revenues, below.

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Commodity Price Changes and Hedging

US average realized natural gas prices for the second quarter of 2013 almost doubled as compared with the second quarter of 2012. Total consolidated average realized crude oil prices for the second quarter of 2013decreased3% as compared with the second quarter of 2012.

We have hedged approximately 50% of our expected global crude oil production and 50% of our expected domestic natural gas production for the remainder of 2013. See Item 1. Financial Statements – Note4. Derivative Instruments and Hedging Activities.

OPERATING OUTLOOK

2013 Production   Our expected crude oil, natural gas and NGL production for 2013 may be impacted by several factors including:

• overall level and timing of capital expenditures which, as discussed below and dependent upon our drilling success, are expected to maintain our near-term production volumes;

• increases in and timing of production from the Tamar project, offshore Israel, the Alen project, offshore Equatorial Guinea, horizontal drilling in the Niobrara formation in the DJ Basin and the wet gas area of the Marcellus Shale;

• Israeli demand for electricity which affects demand for natural gas as fuel for power generation, industrial market growth, and production rates from Tamar, Mari-B, Noa and Pinnacles fields, offshore Israel;

• variations in West Africa crude oil and condensate sales volumes due to potential Aseng FPSO downtime and timing of liftings, and variations in natural gas sales volumes related to potential downtime at the methanol, LPG and/or LNG plants;

• natural field decline in the deepwater Gulf of Mexico and non-core US onshore areas, the Mari-B, Noa and Pinnacles fields offshore Israel, and the Alba and Aseng fields offshore Equatorial Guinea;

• potential weather-related volume curtailments due to hurricanes in the deepwater Gulf of Mexico; heat in the Rocky Mountain area of our US operations; or winter storms in the DJ Basin, Marcellus Shale and/or Rocky Mountain areas;

• reliability of third party facilities and/or potential pipeline and processing facility capacity constraints which may cause restrictions or interruptions in mid-stream processing in the DJ Basin, Marcellus Shale and/or Rocky Mountain areas of our US operations;

• potential shut-in of US producing properties if storage capacity becomes unavailable;

• potential drilling and/or completion permit delays due to future regulatory changes; and

• potential purchases of producing properties or divestments of non-core operating assets.

2013 Capital Investment Program Our total capital investment program for 2013 is estimated at $3.9 billion. The capital investment program allocates approximately 60% to onshore US, 6% to deepwater Gulf of Mexico, 10% to the Eastern Mediterranean, 15% to West Africa and 9% to corporate and other. Exploration and appraisal activity within these geographic areas is expected to receive 19% of total capital.

The 2013 capital investment program will exceed operating cash flows and the difference is expected to be funded from cash on hand, borrowings under our revolving credit facility, and/or other financing such as an issuance of long-term debt. Funding may also be provided by proceeds from divestment of non-core assets. See Liquidity and Capital Resources – Financing Activities below.

We will evaluate the level of capital spending and remain flexible throughout the year based on the following factors, among others: 

• commodity prices, including price realizations on specific crude oil, natural gas and NGL production;

• cash flows from operations;

• operating and development costs and service contractor market conditions;

• drilling results;

• CONSOL Carried Cost Obligation (See Liquidity and Capital Resources - Contractual Obligations);

• property acquisitions and divestitures;

• increase in exploration activities in new areas, including offshore Sierra Leone, Nicaragua and the Falkland Islands;

• availability of financing;

• potential legislative or regulatory changes;

• potential changes in the fiscal regimes of the US and other countries in which we operate; and

• impact of new laws and regulations.

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Potential for Asset Impairments

Commodity prices remain volatile. A decline in future crude oil or natural gas prices could result in impairment charges. The cash flow model that we use to assess proved properties for impairment includes numerous assumptions, such as management’s estimates of future oil and gas production, market outlook on forward commodity prices, operating and development costs, and interest rates. All inputs to the cash flow model must be evaluated at each date of estimate. However, a decrease in forward crude oil or natural gas prices alone could result in impairment.

We are currently marketing certain non-core onshore US properties. As of June 30, 2013, management and the Board of Directors had not committed to any specific plans to sell additional properties. If the properties are reclassified as assets held for sale in the future, they will be valued at the lower of net book value or anticipated sales proceeds less costs to sell. Impairment expense would be recorded for any excess of net book value over anticipated sales proceeds less costs to sell. In addition, a further loss on sale could occur.

Occasionally, well mechanical problems arise, which can reduce production and potentially result in reductions in proved reserves estimates. For example, our South Raton development in the deepwater Gulf of Mexico recently experienced mechanical issues that were remediated. Although the mechanical issues have been remediated at this time and production has been restored, there is no assurance that such mechanical issues would not recur in the future or that future remediation efforts would be successful. South Raton had a net book value of approximately $113 million at June 30, 2013.

Update on Hydraulic Fracturing

The practice of hydraulic fracturing in shale formations is the subject of significant focus among some environmentalists, local, state, and federal policy makers, and the general public.

Although hydraulic fracturing is regulated primarily at the state level, local governments and the federal government are increasingly active on the matter. For example, on May 16, 2013, the US Department of the Interior issued proposed rules governing hydraulic fracturing on federal lands. The proposed rules would affect drilling operations on the 700 million acres of federally-owned minerals administered by the Bureau of Land Management, as well as 56 million acres of Native American-owned minerals. The proposed rules would require companies to:

• disclose chemicals they inject by using an online database, with an exception for chemicals deemed to be trade secrets;

• verify that wells are drilled properly so that toxic fluids do not contaminate groundwater; and

• submit plans for managing drilling wastewater in lined pits or storage tanks.

The proposed rules are currently subject to public comment and could see further revision. Because oil and gas drilling and development activities, including hydraulic fracturing practices, are already regulated at the state level, compliance with federal hydraulic fracturing regulations may result in additional costs and reporting burdens.

In Nevada, the State Assembly recently adopted legislation that requires the development of a program to regulate the use of hydraulic fracturing in Nevada. State regulators will soon begin to develop a program to regulate hydraulic fracturing in the state.

In Colorado, there has been recent activity on oil and gas policy on multiple fronts. This includes several local ballot initiatives and ordinances, regulatory efforts, litigation, and statewide legislative efforts. For example, in 2012, residents in the City of Longmont, Colorado banned hydraulic fracturing activities within city limits via a ballot initiative. This action is being litigated by the state and industry, as being in conflict with state law. In addition, city councils in Fort Collins and Boulder have undertaken measures related to hydraulic fracturing and there are signature campaigns in both jurisdictions which, if successful, would put the question of extended moratoria before voters in November 2013. Additionally, there are campaigns underway to gain signatures in a number of other local jurisdictions that would put bans or restrictions on hydraulic fracturing on this year's ballot. Because our operations are focused in Weld County, we do not have active drilling programs in any of the areas currently experiencing bans or signature initiatives.

Certain federal, state or local restrictions on hydraulic fracturing that may be imposed in areas in which we conduct business could potentially result in substantial incremental operating, capital and compliance costs as well as delay our ability to develop oil and gas reserves. We continue to monitor these voter initiatives, as well as proposed legislation and regulations, to assess the potential impact on our operations and to develop and implement strategies for managing these risks. See also Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2012 - Federal or state hydraulic fracturing legislation could increase our costs or restrict our access to oil and gas reserves.

Update on Israel's Natural Gas Economy

Antitrust Authority The Israeli Antitrust Commissioner has been actively engaged to encourage competition in developing Israel's natural gas resources. The Antitrust Commissioner ruled that all domestic natural gas sales contracts are subject to

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review and approval of the Antitrust Authority and has intervened in the terms of long term contracts with certain end users. In addition, the Antitrust Commissioner has alleged that the Leviathan license acquisition agreement is a restrictive arrangement and publicly expressed concerns regarding ownership concentration in exploration blocks and development projects and its potential impacts on a competitive domestic natural gas price environment and end user electricity costs. We continue to engage with the Israeli government on this matter. Antitrust Commissioner decisions and actions to increase competition could result in a requirement to divest assets, reduce or relinquish revenue interests, and/or implement equity marketing of production.

Natural Gas Export The Israeli government is also in the process of developing a natural gas export policy. In September 2012, the Tzemach Committee issued its final recommendations on government policy for developing the natural gas economy (the Tzemach Report). See Items 1 and 2. Business and Properties - Regulations - Israeli Interministerial Committee in our Annual Report on Form 10-K for the year ended December 31, 2012.

On June 23, 2013, the Israeli Cabinet approved a plan for natural gas exports and other natural gas development related matters, which we are in the process of reviewing.

Certain members of the Knesset, the Israel parliament, have argued for limitations on exports and have demanded that natural gas policy, including exports, be addressed by the Knesset as opposed to the Cabinet. This matter has been appealed to the Israeli High Court of Justice which is expected to rule in the coming months.

With our partners, we are continuing to study the official export and natural gas development policies and are monitoring any additional developments to assess the possible impact, positive or negative, of any resulting laws or regulations on our future development activities in Israel. Certain changes in Israel's fiscal and/or regulatory regimes occurring as a result of Antitrust Authority rulings or government policy on natural gas development and/or exports could delay or reduce the profitability of our Tamar and/or Leviathan development projects; delay closing of a farm-out agreement which we are currently negotiating with Woodside or preclude such an agreement entirely; and/or render future exploration and development projects uneconomic. We continue to work with the Israeli government in support of establishing a stable investment climate to allow for future development of Israel's natural gas economy which will bring significant economic benefits to the state and citizens of Israel.

See also Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2012 - Our international operations may be adversely affected by economic and political developments.

Update on Cyber Security

In 2013, cyber attacks against US corporations have escalated, and we believe that cyber attackers are actively looking for ways to gain access to the networks and information of US oil and gas companies, including Noble Energy. While some attacks have resulted in theft of intellectual property or financial assets, other attacks have included infiltration, denial of service efforts, business disruption, or surveillance and control of computer systems with an apparent hostile intent. For example, it was recently reported that hackers were able to gain access to control-system software that could allow manipulation of oil or gas pipeline operations. Such manipulation could include the deletion of important data or the disabling of key safety features.

Information technology and infrastructure may also be breached due to employee or contractor error or malfeasance or by other disruptions that could result in unauthorized disclosure or loss of information.

We continuously look for ways to enhance our cyber security controls and procedures, including the deployment of additional personnel and protection technologies, employee awareness and training, and application of learnings and best practices gained from other companies and government engagement.

We continue to face cyber threats, as do general industry and the oil and gas sector. Specifically, we are aware that we are at risk of cyber threats from hackers that are hostile to countries in which we operate. As these and other cyber threats evolve, we expect to expend additional financial or employee resources to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

See also Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2012 – A cyber incident could result in information theft, data corruption, operational disruption, and/or financial loss.

Update on Butler vs. PowersOn September 7, 2011, an intermediate appellate court (Superior Court) in Pennsylvania issued an opinion in Butler v. Powers regarding the interpretation of a deed. As a result, traditional views of how ownership of shale gas is determined in that state were called into question. The issue raised by the case was whether shale gas is different from other natural gas and should be considered part of mineral rights, rather than oil and gas rights, because shale gas is contained inside unconventional shale rock. An appeal of the decision was subsequently filed with the Pennsylvania Supreme Court, which decided to hear the appeal. Written and oral arguments in the case were presented.

On April 24, 2013, the Pennsylvania Supreme Court reversed the Superior Court and reinstated the trial court's order finding that a deed's reservation of mineral rights did not include natural gas. The decision reinforces long-standing Pennsylvania law that a reservation or grant of minerals does not include crude oil or natural gas unless such reservation or grant is expressly

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stated or unless clear and convincing parol evidence demonstrates the parties' intent to include crude oil or natural gas in the general reservation or grant.

Risk and Insurance Program

Our business is subject to all of the inherent and unplanned operating risks normally associated with the exploration, production, gathering, processing, transportation and marketing of crude oil and natural gas. Such risks include hurricanes, blowouts, well cratering, fire, loss of well control, pipeline disruptions, mishandling of fluids and chemicals and possible underground migration of hydrocarbons and chemicals, any of which could result in damage to, or destruction of, crude oil and natural gas wells or formations or production facilities and other property, environmental pollution, injury to persons, or loss of life. As protection against financial loss resulting from many, but not all of these operating hazards, we maintain insurance coverage, including certain physical damage, business interruption (loss of production income), employer's liability, third party liability and worker's compensation insurance. We maintain insurance at levels that we believe are appropriate and consistent with industry practice and we regularly review our potential risks of loss and the cost and availability of insurance and the company's ability to sustain uninsured losses, and revise our insurance program accordingly. Limits and deductibles were revised for the property and business interruption programs, as well as the excess liability program, in the first half of the year.

We carry some business interruption insurance for loss of production income arising from physical damage to our major facilities. The coverage is subject to customary deductibles, waiting periods and recovery limits.

Availability of insurance coverage, subject to customary deductibles and recovery limits, for certain perils such as war or political risk is often excluded or limited within property policies. In Israel and Equatorial Guinea, we insure against acts of war and terrorism in addition to providing insurance coverage for normal operating hazards facing our business. Additionally, as being part of critical national infrastructure, the Israel offshore and onshore assets are included in a special property coverage afforded under the Israeli government's Property Tax and Compensation Fund law.

In the Gulf of Mexico, we self-insure for windstorm related exposures. Currently, our Gulf of Mexico assets are primarily subsea operations; therefore, our direct windstorm exposure is limited. However, we do have some exposure through the use of third party production platforms. In addition, the cost of windstorm insurance continues to be very expensive and coverage amounts are limited. We believe it is more cost-effective for us to self-insure these assets for windstorm exposures.

As is customary with industry practice, crude oil and natural gas well owners generally indemnify drilling rig contractors against certain risks, such as those arising from property and environmental losses, pollution from sources such as oil spills, or contamination resulting from well blowout or fire or other uncontrolled flow of hydrocarbons. Most of our US and international drilling contracts contain such indemnification clauses. In addition, crude oil and natural gas well owners typically assume all costs of well control in the event of an uncontrolled well. We currently carry more than $800 million in insurance protection, depending on our ownership interest, for potential financial losses occurring as a result of events such as the Deepwater Horizon Incident of 2010. This protection consists of more than $600 million of well control, pollution cleanup and consequential damages coverage and more than $200 million of additional pollution cleanup and consequential damages coverage, which also covers third-party personal injury and death.

We have contracts with third-party service providers to perform hydraulic fracturing operations for us. The master service agreements signed by hydraulic fracturing contractors contain indemnification provisions similar to those noted above. Our liability insurance policies do not contain any specific exclusion for liabilities from hydraulic fracturing operations and we believe our policies would cover third party claims related to hydraulic fracturing operations and associated legal expenses in accordance with, and subject to, the terms of such policies. We do not have insurance for gradual pollution nor do we have coverage for penalties or fines that may be assessed by a governmental authority.

We expect the future availability and cost of insurance to be impacted by the various catastrophic events and large losses that insurers have incurred over the past several years. Impacts could include tighter underwriting standards, limitations on scope and amount of coverage, and higher premiums.

We have a risk assessment program that analyzes safety and environmental hazards and establishes procedures, work practices, training programs and equipment requirements, including monitoring and maintenance rules, for continuous improvement. We also use third party consultants to help us identify and quantify our risk exposures at major facilities. We have a robust prevention program and continue to manage our risks and operations such that we believe the likelihood of a significant event is remote. However, if an event occurs that is not covered by insurance, not fully protected by insured limits or our non-operating partners are not fully insured, it could have a material adverse impact on our financial condition, results of operations and cash flows.

Oil Spill Response Preparedness

We maintain membership in Clean Gulf Associates (CGA), a nonprofit association of production and pipeline companies operating in the Gulf of Mexico, for surface spill response. We are a member of HWCG, a deepwater well containment group,

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which has contracted with Helix Energy Solutions Group (HESG) for the provision of subsea intervention, containment, capture and shut-in capacity for deepwater Gulf of Mexico wells. The system, known as the Helix Fast Response System (HFRS), at full production capacity, can contain well leaks up to 55 MBbl/d of oil, 70 MBbl/d of liquids and 95 MMcf/d of natural gas, at 10,000 pounds per square inch (psi) in water depths to 10,000 feet. Resources also include a 15,000 psi-gauge intervention capping stack designed to shut-in wells in water depths to 10,000 feet, including extremely high-pressure, deeper wells in the deepwater Gulf of Mexico.

In May, we successfully led a full-scale deployment of critical well control equipment to assess our ability to respond to a potential subsea blowout in the deepwater Gulf of Mexico. The drill was a collaborative test between the Department of the Interior's Bureau of Safety and Environmental Enforcement (BSEE), the U.S. Coast Guard, Louisiana Offshore Coordinator's Office and all 15 member companies of the HWCG consortium. Activation of the HWCG rapid response system and deployment of the HWCG capping stack to pressurization requirements met all objectives and marked the successful completion of the exercise.

RESULTS OF OPERATIONS

In the discussion below, prior year amounts have been reclassified to reflect the North Sea segment as discontinued operations. See Discontinued Operations, below.

Revenues

Revenues were as follows:

					Increase from Prior Year
	2013		2012
(millions)
Three Months Ended June 30,
Oil, Gas and NGL Sales	$	1,112	$	934	19	%
Income from Equity Method Investees	37		31		19	%
Total	$	1,149	$	965	19	%
Six Months Ended June 30,
Oil, Gas and NGL Sales	$	2,196	$	1,970	11	%
Income from Equity Method Investees	96		83		16	%
Total	$	2,292	$	2,053	12	%

Changes in revenues are discussed below.

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Oil, Gas and NGL SalesAverage daily sales volumes and average realized sales prices were as follows:

	Sales Volumes				Average Realized Sales Prices
	Crude Oil & Condensate (MBbl/d)	Natural Gas (MMcf/d)	NGLs (MBbl/d)	Total (MBoe/d) (1)	Crude Oil & Condensate (Per Bbl)		Natural Gas (Per Mcf)		NGLs (Per Bbl)
Three Months Ended June 30, 2013
United States	58	404	15	140	$	94.29	$	4.04	$	30.05
Equatorial Guinea (2)	31	252	—	73	101.44		0.27		—
Israel (3)	—	220	—	37	—		4.92		—
China	4	—	—	4	97.92		—		—
Total Consolidated Operations	93	876	15	254	96.84		3.18		30.05
Equity Investees (4)	1	—	5	6	99.48		—		62.93
Total Continuing Operations	94	876	20	260	$	96.87	$	3.18	$	38.48
Three Months Ended June 30, 2012
United States	46	431	16	134	$	94.49	$	2.10	$	33.06
Equatorial Guinea (2)	34	215	—	70	104.55		0.27		—
Israel	—	60	—	10	—		5.44		—
China	5	—	—	5	115.41		—		—
Total Consolidated Operations	85	706	16	219	99.67		1.82		33.06
Equity Investees (4)	1	—	4	5	109.98		—		61.47
Total Continuing Operations	86	706	20	224	$	99.81	$	1.82	$	38.87
Six Months Ended June 30, 2013
United States	60	406	15	143	$	95.02	$	3.68	$	34.63
Equatorial Guinea (2)	29	249	—	70	106.20		0.27		—
Israel (3)	—	166	—	28	—		5.00		—
China	4	—	—	4	103.66		—		—
Total Consolidated Operations	93	821	15	245	98.87		2.91		34.63
Equity Investees (4)	2	—	6	8	105.38		—		69.03
Total Continuing Operations	95	821	21	253	$	98.98	$	2.91	$	44.02
Six Months Ended June 30, 2012
United States	44	432	16	132	$	97.70	$	2.36	$	37.46
Equatorial Guinea (2)	35	222	—	72	111.38		0.27		—
Israel	—	84	—	14	—		4.84		—
China	5	—	—	5	120.93		—		—
Total Consolidated Operations	84	738	16	223	104.70		2.01		37.46
Equity Investees (4)	2	—	5	7	110.05		—		65.57
Total Continuing Operations	86	738	21	230	$	104.80	$	2.01	$	44.50

⁽¹⁾  Natural gas is converted on the basis of six Mcf of gas per one barrel of oil equivalent. This ratio reflects an energy content equivalency and not a price or revenue equivalency. Given commodity price differentials, the price for a barrel of oil equivalent for natural gas is significantly less than the price for a barrel of oil.

⁽²⁾  Natural gas from the Alba field in Equatorial Guinea is under contract for $0.25 per MMBtu to a methanol plant, an LPG plant and an LNG plant. The methanol and LPG plants are owned by affiliated entities accounted for under the equity method of accounting.

⁽³⁾  Israel's weighted average natural gas price for second quarter 2013 represents sales of 189 MMcf/d from the Tamar field at an average price of $5.15 per Mcf and 31 MMcf/d from the Mari-B/Noa/Pinnacles fields at an average price of $3.53 per Mcf.

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Israel's weighted average natural gas price for the six months ending June 30, 2013 represents sales of 95 MMcf/d from the Tamar field at an average price of $5.15 per Mcf and 71 MMcf/d from the Mari-B/Noa/Pinnacles fields at an average price of $4.79 per Mcf.

⁽⁴⁾  Volumes represent sales of condensate and LPG from the Alba plant in Equatorial Guinea. See Income from Equity Method Investees below.

An analysis of revenues from sales of crude oil, natural gas and NGLs is as follows:

	Sales Revenues
	Crude Oil & Condensate			Natural Gas		NGLs			Total
(millions)
Three Months Ended June 30, 2012	$	769		$	117	$	48		$	934
Changes due to
Increase (Decrease) in Sales Volumes	72			28		(3		)	97
Increase (Decrease) in Sales Prices	(24		)	108		(3		)	81
Three Months Ended June 30, 2013	$	817		$	253	$	42		$	1,112
Six Months Ended June 30, 2012	$	1,588		$	270	$	112		$	1,970
Changes due to
Increase (Decrease) in Sales Volumes	178			28		(7		)	199
Increase (Decrease) in Sales Prices	(99		)	134		(8		)	27
Six Months Ended June 30, 2013	$	1,667		$	432	$	97		$	2,196

Crude oil and condensate sales – Revenues from crude oil and condensate sales increased during the second quarter and first six months of 2013 as compared with 2012 due to the following:

• higher sales volumes in the DJ Basin attributable to our horizontal drilling program; and

• the addition of sales volumes from Galapagos, deepwater Gulf of Mexico, which began production in the second quarter of 2012;

partially offset by:

• a reduced number of liftings at Alba, offshore Equatorial Guinea, due to timing;

• decreases in average realized prices due to, among other factors, concerns over economic recovery in the Eurozone; and

• decreases in sales volumes due to sales of onshore US properties in the third quarter of 2012.

Natural gas sales – Revenues from natural gas sales increased during the second quarter and first six months of 2013 as compared with 2012 due to the following:

• increases in total consolidated average realized prices primarily due to increased demand from expectations of cooler weather and higher-than-expected inventory withdrawals;

• higher sales volumes in Israel from a full quarter of sales from Tamar;

• higher sales volumes in the DJ Basin and Marcellus Shale attributable to our horizontal drilling programs; and

• the addition of sales volumes from Galapagos, deepwater Gulf of Mexico, which began production in the second quarter of 2012;

partially offset by:

• lower sales volumes due to divestitures of onshore US properties in the third quarter of 2012.

NGL sales – The majority of our US NGL production is currently from the DJ Basin. NGL sales revenues decreased during the second quarter and first six months of 2013 as compared with 2012 due to declines in both sales volumes and prices. Sales volumes declined as a result of our recent sales of non-core onshore US properties, and high US NGL supply has exerted downward pressure on prices.

Income from Equity Method Investees We have a 45% interest in Atlantic Methanol Production Company, LLC, which owns and operates a methanol plant and related facilities, and a 28% interest in Alba Plant LLC, which owns and operates a liquefied petroleum gas processing plant. Both plants are located onshore on Bioko Island in Equatorial Guinea.

Equity method investments are included in other noncurrent assets in our consolidated balance sheets, and our share of earnings is reported as income from equity method investees in our consolidated statements of operations. Within our consolidated

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statements of cash flows, our share of dividends is reported within cash flows from operating activities and our share of investments is reported within cash flows from investing activities.

Operating Costs and Expenses

Operating costs and expenses were as follows:

					Increase (Decrease) from Prior Year
	2013		2012
(millions)
Three Months Ended June 30,
Production Expense	$	210	$	168	25	%
Exploration Expense	90		167		(46	)%
Depreciation, Depletion and Amortization	368		325		13	%
General and Administrative	104		96		8	%
Other Operating (Income) Expense, Net	16		71		(77	)%
Total	$	788	$	827	(5	)%
Six Months Ended June 30,
Production Expense	$	398	$	331	20	%
Exploration Expense	151		227		(33	)%
Depreciation, Depletion and Amortization	734		619		19	%
General and Administrative	216		193		12	%
Other Operating (Income) Expense, Net	8		83		(90	)%
Total	$	1,507	$	1,453	4	%

Changes in operating costs and expenses are discussed below.

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Production Expense   Components of production expense were as follows:

	Total per BOE (1)		Total		United States		Equatorial Guinea		Israel		Other Int'l, Corporate
(millions, except unit rate)
Three Months Ended June 30, 2013
Lease Operating Expense (2)	$	6.04	$	140	$	90	$	27	$	19	$	4
Production and Ad Valorem Taxes	1.87		43		35		—		—		8
Transportation and Gathering Expense	1.17		27		27		—		—		—
Total Production Expense	$	9.08	$	210	$	152	$	27	$	19	$	12
Three Months Ended June 30, 2012
Lease Operating Expense (2)	$	5.02	$	100	$	68	$	20	$	3	$	9
Production and Ad Valorem Taxes	2.21		44		33		—		—		11
Transportation and Gathering Expense	1.22		24		23		—		—		1
Total Production Expense	$	8.45	$	168	$	124	$	20	$	3	$	21
Six Months Ended June 30, 2013
Lease Operating Expense (2)	$	5.78	$	257	$	179	$	47	$	20	$	11
Production and Ad Valorem Taxes	1.94		86		69		—		—		17
Transportation and Gathering Expense	1.24		55		54		—		—		1
Total Production Expense	$	8.96	$	398	$	302	$	47	$	20	$	29
Six Months Ended June 30, 2012
Lease Operating Expense (2)	$	5.07	$	205	$	139	$	43	$	7	$	16
Production and Ad Valorem Taxes	2.01		81		59		—		—		22
Transportation and Gathering Expense	1.09		45		42		—		—		3
Total Production Expense	$	8.17	$	331	$	240	$	43	$	7	$	41

⁽¹⁾  Consolidated unit rates exclude sales volumes and expenses attributable to equity method investees.

⁽²⁾  Lease operating expense includes oil and gas operating costs (labor, fuel, repairs, replacements, saltwater disposal and other related lifting costs) and workover expense.

For the second quarter and first six months of 2013, total production expense increased as compared with 2012 due to the following:

• mechanical repairs related to Swordfish, deepwater Gulf of Mexico;

• additional operating costs at Galapagos, deepwater Gulf of Mexico, which began production in the second quarter of 2012;

• additional operating costs related to Tamar's start-up and a full quarter of production at Tamar, offshore Israel;

• a change in the US production mix as DJ Basin volumes grew while we have divested non-core properties;

• an increase in transportation and gathering expense due to higher natural gas production in the Marcellus Shale; and

• an increase in US taxes due to higher volumes from the DJ Basin and the Pennsylvania well impact fee offset by a decrease associated with divestitures.

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Exploration Expense   Components of exploration expense were as follows: 

	Total		United States		West   Africa (1)		Eastern Mediterranean (2)		Other Int'l, Corporate (3)
(millions)
Three Months Ended June 30, 2013
Dry Hole Cost	$	23	$	15	$	8	$	—	$	—
Seismic	25		7		2		6		10
Staff Expense	30		26		3		—		1
Other	12		12		—		—		—
Total Exploration Expense	$	90	$	60	$	13	$	6	$	11
Three Months Ended June 30, 2012
Dry Hole Cost	$	117	$	116	$	1	$	—	$	—
Seismic	17		13		—		—		4
Staff Expense	28		4		2		1		21
Other	5		4		—		—		1
Total Exploration Expense	$	167	$	137	$	3	$	1	$	26
Six Months Ended June 30, 2013
Dry Hole Cost	$	23	$	15	$	8	$	—	$	—
Seismic	50		13		2		6		29
Staff Expense	58		33		4		2		19
Other	20		21		—		—		(1		)
Total Exploration Expense	$	151	$	82	$	14	$	8	$	47
Six Months Ended June 30, 2012
Dry Hole Cost	$	118	$	116	$	2	$	—	$	—
Seismic	46		39		—		—		7
Staff Expense	52		8		4		2		38
Other	11		10		1		—		—
Total Exploration Expense	$	227	$	173	$	7	$	2	$	45

⁽¹⁾  West Africa includes Equatorial Guinea, Cameroon, and Sierra Leone; as well as Senegal/Guinea-Bissau, which we exited in the third quarter of 2012.

⁽²⁾  Eastern Mediterranean includes Israel and Cyprus.

⁽³⁾  Other International includes various international new ventures such as Falkland Islands and Nicaragua.

Exploration expense for the second quarter and first six months of 2013 included the following:

• dry hole cost related primarily to the deeper exploration objective of the second Gunflint appraisal well, deepwater Gulf of Mexico, and the side track portion of the Carla I-7 appraisal well, offshore Equatorial Guinea;

• other international seismic related to 3D seismic in the Falkland Islands; and

• staff expense associated with new ventures and corporate expenditures.

Exploration expense for the second quarter and first six months of 2012 included the following:

• dry hole cost related primarily to the Deep Blue exploratory well, deepwater Gulf of Mexico;

• acquisition of seismic information for the deepwater Gulf of Mexico lease sale; and

• staff expense associated with new ventures and corporate expenditures.

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Depreciation, Depletion and Amortization   DD&A expense was as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
DD&A Expense (millions) (1)	$	368	$	325	$	734	$	619
Unit Rate per BOE (2)	$	15.93	$	16.37	$	16.53	$	15.26

⁽¹⁾  For DD&A expense by geographical area, see Item 1. Financial Statements –Note11. Segment Information.

⁽²⁾  Consolidated unit rates exclude sales volumes and expenses attributable to equity method investees.

Total DD&A expense for the second quarter and first six months of 2013 increased as compared with 2012 due to the following:

• higher sales volumes combined with infrastructure growth in the DJ Basin and Marcellus Shale; and

• additional DD&A from the start up of three offshore fields: Galapagos, deepwater Gulf of Mexico, which began production in the second quarter of 2012; Noa and Pinnacles, offshore Israel, which began production in the third quarter of 2012; and Tamar, offshore Israel, which began production in late first quarter of 2013;

partially offset by:

• the impact of divestitures of non-core onshore US properties in 2012;

• lower DD&A from Raton South due to decreased book value from 2012 impairment; and

• downtime at Swordfish, deepwater Gulf of Mexico, due to mechanical repairs in 2013.

Changes in the unit rate per BOE for the second quarter 2013 as compared with 2012 was primarily due to start-up of Tamar field, offshore Israel, along with increased activity in the DJ Basin as both these areas have comparatively lower DD&A rates.

Changes in the unit rate per BOE for the first six months of 2013 as compared with 2012 were due to changes in the mix of production, primarily due to volumes from the start-up of the Noa, Pinnacles and Galapagos projects, which have comparatively higher DD&A rates.

General and Administrative Expense   General and administrative expense (G&A) was as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
G&A Expense (millions)	$	104	$	96	$	216	$	193
Unit Rate per BOE (1)	$	4.48	$	4.84	$	4.86	$	4.77

⁽¹⁾  Consolidated unit rates exclude sales volumes and expenses attributable to equity method investees.

G&A expense for the second quarter and first six months of 2013 increased as compared with 2012 primarily due to additional expenses relating to personnel, office, and information technology costs in support of our major development projects and increased exploration activities.

Other Operating (Income) Expense, Net

Other operating (income) expense, net was as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013			2012
(millions)
Gain on Divestitures	$	—	$	(9	)	$	(12	)	$	(9	)
Asset Impairment	—		73			—			73
Other, Net	16		7			20			19
Total	$	16	$	71		$	8		$	83

See Item 1. Financial Statements – Note2. Basis of Presentation

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Other (Income) Expense

Other (income) expense was as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
(millions)
Gain on Commodity Derivative Instruments	$	(161	)	$	(276	)	$	(89	)	$	(180	)
Interest, Net of Amount Capitalized	33			27			58			59
Other Non-Operating (Income) Expense, Net	3			(3		)	12			(3		)
Total	$	(125	)	$	(252	)	$	(19	)	$	(124	)

Gain on Commodity Derivative Instruments   Gain on commodity derivative instruments is a result of mark-to-market accounting. Many factors impact our gain/loss on commodity derivative instruments including: increases and decreases in the commodity forward curves compared to our executed hedging arrangements, increases in hedged future volumes, and the mix of hedge arrangements between NYMEX WTI, Dated Brent and NYMEX HH commodities. Our gain on commodity derivatives instruments during the second quarter of 2013 was primarily related to a decrease in the forward curves of both NYMEX WTI and Dated Brent.  See Item 1. Financial Statements – Note4. Derivative Instruments and Hedging Activities and Note 6. Fair Value Measurements and Disclosures.

Interest Expense and Capitalized Interest   Interest expense and capitalized interest were as follows: 

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
(millions, except unit rate)
Interest Expense	$	68		$	69		$	135		$	138
Capitalized Interest	(35		)	(42		)	(77		)	(79		)
Interest Expense, Net	$	33		$	27		$	58		$	59
Unit Rate per BOE (1)	$	1.44		$	1.35		$	1.31		$	1.44

⁽¹⁾ Consolidated unit rates exclude sales volumes and expenses attributable to equity method investees.

The decrease in capitalized interest is primarily due to the completion of major projects, such as Tamar, offshore Israel, and partially offset by higher work in progress amounts related to major long-term projects in the deepwater Gulf of Mexico, offshore West Africa, and offshore Israel.

Other Non-Operating (Income) Expense, Net   Other non-operating (income) expense, net includes deferred compensation (income) expense, interest income, transaction (gains) losses, and other (income) expense. See Item 1. Financial Statements – Note2. Basis of Presentation.

Income Tax Provision

See Item 1. Financial Statements – Note10. Income Taxes for a discussion of the change in our effective tax rate for the second quarter and first six months of 2013 as compared with 2012.

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Discontinued Operations

Summarized results of discontinued operations were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013			2012
(millions)
Oil and Gas Sales	$	12	$	65	$	21		$	140
Less:
Production Expense	5		11		13			25
DD&A Expense	1		14		2			32
Other (Income) Expense, Net	1		1		2			4
Income Before Income Taxes	5		39		4			79
Income Tax Expense	3		22		10			47
Operating Income (Loss), Net of Tax	2		17		(6		)	32
Gain on Sale, Net of Tax	17		—		55			—
Income From Discontinued Operations	$	19	$	17	$	49		$	32
Key Statistics:
Daily Production
Crude Oil & Condensate (MBbl/d)	1		6		1			6
Natural Gas (MMcf/d)	3		4		3			5
Average Realized Price
Crude Oil & Condensate (Per Bbl)	$	103.21	$	109.66	$	107.63		$	116.14
Natural Gas (Per Mcf)	11.40		8.84		10.63			8.29

Our long-term debt is recorded at the consolidated level and is not reflected by each component. Thus, we have not allocated interest expense to discontinued operations. See Item 1. Financial Statements –Note3. Divestitures.

LIQUIDITY AND CAPITAL RESOURCES

Capital Structure/Financing Strategy

In seeking to effectively fund and monetize our major development projects, we employ a capital structure and financing strategy designed to provide sufficient liquidity throughout the commodity price cycle.  Specifically, we strive to retain the ability to fund long cycle, multi-year, capital intensive development projects throughout a range of scenarios, while also maintaining the capability to execute a robust exploration program and capitalize on financially attractive periodic mergers and acquisitions activity. We endeavor to maintain an investment grade debt rating in service of these objectives, while delivering competitive returns and a growing dividend.  We also utilize a commodity price hedging program to reduce the impacts of commodity price volatility and enhance the predictability of cash flows along with a risk and insurance program to protect against disruption to our cash flows and the funding of our business.

We strive to maintain a minimum liquidity level to address volatility and risk. Traditional sources of our liquidity are cash on hand, cash flows from operations, available borrowing capacity under our credit facility, and proceeds from sales of non-core properties, such as certain onshore US and North Sea properties in 2013 and 2012. We may also access the capital markets to ensure adequate liquidity exists in the form of unutilized capacity under our revolving credit facility and to refinance scheduled debt maturities. We have $528 million of scheduled current maturities due by the end of the second quarter of 2014. See Credit Facility below.

As we ramp up the development of our major projects, as well as our planned exploration and appraisal drilling activities, we recognize that over the near term our capital expenditures will exceed cash flows from operating activities. During the first six months of 2013, our cash balance decreased $681 million.

The extent to which capital investment will continue to exceed operating cash flows depends on our success in sanctioning future development projects, the results of our exploration activities, and new business opportunities as well as external factors such as commodity prices among others. Our financial capacity, coupled with our balanced and diversified portfolio, provides

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us with flexibility in our investment decisions including execution of our major development projects and increased exploration activity.

To support our investment program, we expect that higher production resulting from our horizontal Niobrara development program combined with new production from Tamar, which began producing on March 31, 2013, and Alen, which began producing late in the second quarter of 2013, will result in an increase in cash flows which will be available to meet a substantial portion of future capital commitments.

We also evaluate potential strategic farm-out arrangements of our working interests in Israel, Cyprus, Cameroon, Nicaragua and the deepwater Gulf of Mexico for reimbursement of our capital spending in these areas. In addition, our current liquidity level and balance sheet provide flexibility. We believe that we are well-positioned to fund our long-term growth plans. See Available Liquidity, below.

We are currently evaluating potential development scenarios for our significant natural gas discoveries offshore Eastern Mediterranean, including Leviathan and Cyprus Block 12. The magnitude of these discoveries presents financial and technical challenges for us due to the large-scale development requirements. Potential development scenarios may include the construction of LNG terminals, floating LNG, FPSO, subsea pipeline or other options. Each of these development options would require a multi-billion dollar investment and a number of years to complete. We have announced a potential strategic partner for Leviathan, Woodside, who could provide midstream expertise as well as LNG project execution and marketplace expertise. We are in the process of negotiating a definitive agreement.

Available Liquidity    Information regarding cash and debt balances was as follows: 

	June 30,			December 31,
	2013			2012
(millions, except percentages)
Cash and Cash Equivalents	$	706		$	1,387
Amount Available to be Borrowed Under Credit Facility (1)	4,000			4,000
Total Liquidity	$	4,706		$	5,387
Total Debt (2)	$	4,136		$	4,123
Total Shareholders' Equity	8,875			8,258
Ratio of Debt-to-Book Capital (3)	32		%	33		%

⁽¹⁾  See Credit Facility below.

⁽²⁾  Total debt includes FPSO and other capital lease obligations and the remaining CONSOL installment payment and excludes unamortized debt discount.

⁽³⁾  We define our ratio of debt-to-book capital as total debt (which includes long-term debt excluding unamortized discount, the current portion of long-term debt, and short-term borrowings) divided by the sum of total debt plus shareholders’ equity.

Cash and Cash Equivalents   We had approximately $706 million in cash and cash equivalents at June 30, 2013, primarily denominated in US dollars and invested in money market funds and short-term deposits with major financial institutions. Approximately $322 million of this cash is attributable to our foreign subsidiaries and most would be subject to US income taxes if repatriated. We currently expect to use a significant amount of cash to fund international projects, including the planned developments in West Africa and the Eastern Mediterranean.

Credit Facility   We have an unsecured revolving credit facility (Credit Facility) that matures on October 14, 2016. The commitment is $4.0 billion through the maturity date of the Credit Facility. On July 1, 2013, we borrowed $200 million under the the short-term loan facility provision for working capital purposes. See Financing Activities – Long-Term Debt below.

Derivative Instruments   We use various derivative instruments in connection with anticipated crude oil and natural gas sales to minimize the impact of product price fluctuations and ensure cash flow for future capital needs. Such instruments include variable to fixed price commodity swaps, two and three-way collars and put options. Our practice has been to hedge up to 50% of our forecasted hedgeable crude oil and natural gas production for the current year plus two additional calendar years. The limit was recently increased to up to 75% of forecasted hedgeable global crude oil production for the years 2014 and 2015.

Current period settlements on commodity derivative instruments impact our liquidity, since we are either paying cash to, or receiving cash from, our counterparties. We net settle by counterparty based on master netting agreements. The net settlements take into account deferred premiums we have agreed to pay for put options. None of our counterparty agreements contain margin requirements. We have also used derivative instruments to manage interest rate risk by entering into forward contracts or swap agreements to minimize the impact of interest rate fluctuations associated with fixed or floating rate borrowings. However, we currently have no interest rate derivative instruments.

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Commodity derivative instruments are recorded at fair value in our consolidated balance sheets, and changes in fair value are recorded in earnings in the period in which the change occurs.  As of June 30, 2013, the fair value of our commodity derivative assets was $167 million and the fair value of our commodity derivative liabilities was $13 million (after consideration of netting clauses within our master agreements).  See Item 1. Financial Statements –Note4. Derivative Instruments and Hedging Activities for a discussion of derivative counterparty credit risk and Note6. Fair Value Measurements and Disclosures for a description of the methods we use to estimate the fair values of derivative instruments.

US Fiscal Environment The 2014 Presidential budget proposes the elimination of specific tax incentives related to oil, natural-gas and coal companies. The President remains focused on reducing tax benefits for the oil and gas industry, specifically the deferral of expensing intangible drilling and development costs (IDC). The discussions of a full tax reform continue with Congress and the Obama Administration divided over these issues. We continue to monitor these events and any potential impacts to our business.

European Debt CrisisThe fallout from the European debt crisis continues to have a negative impact on the European economy, with risks to the global financial system and overall global economy. Some countries have implemented austerity measures including raising taxes and reducing entitlements, but are still struggling to pay off their debts, and the major bailout fund, the European Stability Mechanism, has limited lending capacity. In many cases, the banking community across the region has undergone consolidation, restructuring and increased regulatory governance. Some of the European banks are counterparties in our commodity hedging program and lenders in our credit facility. If these institutions receive credit downgrades, our internal risk guidelines could preclude further hedging activities with them. At this time, we believe our current balance sheet and financial flexibility enhance our ability to react to European events as they unfold.

Counterparty Credit Risk   We monitor the creditworthiness of our trade creditors, joint venture partners, hedging counterparties, and financial institutions on an ongoing basis. Some of these entities are not as creditworthy as we are and may experience credit downgrades or liquidity problems. Credit downgrades or liquidity problems could result in a delay in our receiving proceeds from commodity sales or reimbursement of joint venture costs.

The current uncertain economic and commodity price environment increases the risk of a sudden negative change in liquidity, which could impair a party's ability to perform under the terms of a contract. We are unable to predict sudden changes in a party's creditworthiness or ability to perform. Even if we do accurately predict such sudden changes, our ability to negate these risks may be limited and we could incur significant financial losses.

In addition, nonoperating partners often must obtain financing for their share of capital cost for development projects. For example, our Eastern Mediterranean partners must obtain financing for their share of significant development expenditures at Leviathan, offshore Israel, which potentially includes an LNG project and/or major underwater pipeline. In conjunction with our negotiations with Woodside, we are assisting our current Leviathan partners to obtain appropriate financing for their share of development costs and considering providing a limited amount of financial backstop to them. A partner's inability to obtain financing could result in a delay of one of our joint development projects.

Credit enhancements have been obtained from some parties in the form of parental guarantees or letters of credit; however, not all of our counterparty credit is protected through guarantees or credit support. Nonperformance by a trade creditor, joint venture partner, hedging counterparty or financial institution could result in significant financial losses.

Contractual Obligations

CONSOL Carried Cost Obligation  The CONSOL Carried Cost Obligation represents our agreement to fund up to approximately $2.1 billion of CONSOL’s future drilling and completion costs. The CONSOL Carried Cost Obligation is capped at $400 million in each calendar year and is suspended if average Henry Hub natural gas prices fall and remain below $4.00 per MMBtu in any three consecutive month period and will remain suspended until average Henry Hub natural gas prices are above $4.00 per MMBtu for three consecutive months. The CONSOL Carried Cost Obligation is currently suspended. Based on the June 30, 2013 NYMEX Henry Hub natural gas price curve, we forecast our CONSOL Carried Cost Obligation will remain suspended for the next 12 months.

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Cash Flows

Cash flow information is as follows:

	Six Months Ended June 30,
	2013			2012
(millions)
Total Cash Provided By (Used in)
Operating Activities	$	1,244		$	1,247
Investing Activities	(1,835		)	(1,925		)
Financing Activities	(90		)	(75		)
Decrease in Cash and Cash Equivalents	$	(681	)	$	(753	)

Operating Activities   Net cash provided by operating activities for the first six months of 2013 remained flat as compared with 2012. Higher natural gas sales prices and an increase in crude oil and natural gas sales volumes were offset by lower crude oil sales prices and increases in production expenses and general and administrative expense. See Item 1. Financial Statements – Consolidated Statements of Cash Flows.

Investing Activities   Our investing activities include capital spending on a cash basis for oil and gas properties and investments in unconsolidated subsidiaries accounted for by the equity method. These investing activities may be offset by proceeds from property sales or dispositions, including farm-in arrangements, which may result in reimbursement for capital spending that had been previously incurred by us. Capital spending for property, plant and equipment increased by $29 million during the first six months of 2013 as compared with 2012, primarily due to increased development in the DJ Basin and Marcellus Shale and corporate building improvements, partially offset by a decline in spending based on the project life cycle of major projects offshore West Africa and offshore Israel nearing completion. We received $114 million net proceeds from non-core asset divestitures during the first six months of 2013 as compared with $10 million from divestiture activity during the first six months of 2012.

Financing Activities   Our financing activities include the issuance or repurchase of our common stock, payment of cash dividends on our common stock, the borrowing of cash and the repayment of borrowings. During the first six months of 2013, funds were provided by cash proceeds from, and tax benefits related to, the exercise of stock options ($43 million). We used cash to pay dividends on our common stock ($96 million), make principal payments related to the Aseng FPSO capital lease obligation ($23 million) and repurchase shares of our common stock ($14 million).

In comparison, during the first six months of 2012, funds were provided by cash proceeds from, and tax benefits related to, the exercise of stock options ($39 million). We also used cash to pay dividends on our common stock ($79 million), make principal payments related to the Aseng FPSO capital lease obligation ($22 million) and repurchase shares of our common stock ($13 million).

See Item 1. Financial Statements – Consolidated Statements of Cash Flows.

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Investing Activities

Acquisition, Capital and Exploration Expenditures  Information for investing activities (on an accrual basis) is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
(millions)
Acquisition, Capital and Exploration Expenditures
Unproved Property Acquisition	$	97	$	14	$	134	$	87
Exploration	197		92		385		221
Development	749		719		1,374		1,454
Corporate and Other	89		13		124		25
Total	$	1,132	$	838	$	2,017	$	1,787
Other
Investment in Equity Method Investee	$	3	$	21	$	23	$	35
Increase in Capital Lease Obligations	31		—		36		—

Unproved property acquisition costs for the first six months of 2013 were primarily related to acquisitions that strengthened our positions in the DJ Basin, Marcellus Shale and deepwater Gulf of Mexico.

Investment in equity method investees represents funding of our investment in CONE Gathering LLC (CONE) which owns and operates the infrastructure associated with our Marcellus Shale joint venture.

The increase in capital lease obligations represents estimated construction in progress to date on a crude oil trunkline in the DJ Basin. See Item 1. Financial Statements –Note5. Debt.

Financing Activities

Long-Term Debt   Our principal source of liquidity is an unsecured revolving Credit Facility that matures October 14, 2016. We utilized the credit facility to engage in short-term borrowing arrangements during the first six months of 2013. We expect to utilize the Credit Facility in the second half of 2013 to engage in short-term borrowing, as well as to fund the final CONSOL installment payment ($328 million) due September 30, 2013.

At June 30, 2013, there were no borrowings outstanding under the Credit Facility, leaving $4.0 billion available for use. We expect to use the Credit Facility to fund our capital investment program, and we may periodically borrow amounts for working capital purposes. On July 1, 2013, we borrowed $200 million under the the short-term loan facility provision for working capital purposes. See Item 1 Financial Statements -Note5. Debt.

Our outstanding fixed-rate debt (excluding FPSO and other capital lease obligations) totaled approximately $3.8 billion at June 30, 2013. The weighted average interest rate on fixed-rate debt was 5.89%, with maturities ranging from September 2013 to August 2097. Approximately $528 million of our fixed rate debt is scheduled to mature by the end of the second quarter of 2014.

Dividends   We paid total cash dividends of 27 cents per share of our common stock during the first six months of 2013 and 22 cents per share during the first six months of 2012 (as adjusted for the 2-for-1 stock split during the second quarter of 2013). The amount of future dividends will be determined on a quarterly basis at the discretion of our Board of Directors and will depend on earnings, financial condition, capital requirements and other factors.

Exercise of Stock Options   We received cash proceeds from the exercise of stock options of $31 million during the first six months of 2013 and $26 million during the first six months of 2012.

Common Stock Repurchases   We receive shares of common stock from employees for the payment of withholding taxes due on the vesting of restricted shares issued under stock-based compensation plans. We received 247,985 shares with a value of $14 million during the first six months of 2013 and 264,968 shares with a value of $13 million during the first six months of 2012. 

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

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Derivative Instruments Held for Non-Trading Purposes   We areexposed to market risk in the normal course of business operations, and the volatility of crude oil and natural gas prices continues to impact the oil and gas industry. Due to the volatility of crude oil and natural gas prices, we continue to use derivative instruments as a means of managing our exposure to price changes.

At June 30, 2013, we had entered into variable to fixed price commodity swaps, collars and put options related to crude oil and natural gas sales. Changes in fair value of commodity derivative instruments are reported in earnings in the period in which they occur. Our open commodity derivative instruments were in a net asset position with a fair value of $154 million. Based on the June 30, 2013 published commodity futures price curves for the underlying commodities, a hypothetical price increase of $1.00 per Bbl for crude oil would decrease the fair value of our net commodity derivative asset by approximately $34 million. A hypothetical price increase of $0.10 per MMBtu for natural gas would decrease the fair value of our net commodity derivative asset by approximately $13 million.  Our derivative instruments are executed under master agreements which allow us, in the event of default, to elect early termination of all contracts with the defaulting counterparty. If we choose to elect early termination, all asset and liability positions with the defaulting counterparty would be net cash settled at the time of election. See Item 1. Financial Statements –Note4. Derivative Instruments and Hedging Activities.

Interest Rate Risk

Changes in interest rates affect the amount of interest we pay on borrowings under our revolving Credit Facility and the amount of interest we earn on our short-term investments.

At June 30, 2013, we had approximately $3.8 billion (excluding FPSO and other capital lease obligations) of long-term debt outstanding. All debt outstanding was fixed-rate debt with a weighted average interest rate of 5.89%. Although near term changes in interest rates may affect the fair value of our fixed-rate debt, they do not expose us to the risk of earnings or cash flow loss.

We occasionally enter into interest rate derivative instruments such as forward contracts or swap agreements to hedge exposure to interest rate risk. Changes in fair value of interest rate derivative instruments used as cash flow hedges are reported in AOCL, to the extent the hedge is effective, until the forecasted transaction occurs, at which time they are recorded as adjustments to interest expense. At June 30, 2013, AOCL included $25 million, net of tax, related to interest rate derivative instruments. This amount is currently being reclassified to earnings as adjustments to interest expense over the terms of our 5¼% senior notes due April 15, 2014 and 6% senior notes due March 1, 2041. See Item 1. Financial Statements –Note4. Derivative Instruments and Hedging Activities.

We are also exposed to interest rate risk related to our interest-bearing cash and cash equivalents balances. As of June 30, 2013, our cash and cash equivalents totaled approximately $706 million, approximately 68% of which was invested in money market funds and short-term investments with major financial institutions. A hypothetical 25 basis point change in the floating interest rates applicable to the amount invested as of June 30, 2013 would result in a change in annual interest income of approximately $1 million.

Foreign Currency Risk

The US dollar is considered the functional currency for each of our international operations. Substantially all of our international crude oil, natural gas and NGL production is sold pursuant to US dollar denominated contracts. Transactions, such as operating costs and administrative expenses that are paid in a foreign currency, are remeasured into US dollars and recorded in the financial statements at prevailing currency exchange rates. Certain monetary assets and liabilities, such as taxes payable in foreign tax jurisdictions, are settled in the foreign local currency. A reduction in the value of the US dollar against currencies of other countries in which we have material operations could result in the use of additional cash to settle operating, administrative, and tax liabilities.

Net transaction gains and losses were de minimis for the second quarter and the first six months of 2013, and losses totaled $9 million and $6 million for the second quarter and the first six months of 2012, respectively. The losses were primarily related to the changes in exchange rates between the US dollar and Israeli new shekel. Transaction (gains) losses are included in other (income) expense, net in the consolidated statements of operations.

We currently have no foreign currency derivative instruments outstanding. However, we may enter into foreign currency derivative instruments (such as forward contracts, costless collars or swap agreements) in the future if we determine that it is necessary to invest in such instruments in order to mitigate our foreign currency exchange risk.

Disclosure Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements give our current expectations or forecasts of future events. These forward-looking statements include, among others, the following:

43

• our growth strategies;

• our ability to successfully and economically explore for and develop crude oil and natural gas resources;

• anticipated trends in our business;

• our future results of operations;

• our liquidity and ability to finance our exploration and development activities;

• market conditions in the oil and gas industry;

• our ability to make and integrate acquisitions;

• the impact of governmental fiscal terms and/or regulation, such as that involving the protection of the environment or marketing of production, as well as other regulations; and

• access to resources.

Forward-looking statements are typically identified by use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “intend,” and similar words, although some forward-looking statements may be expressed differently. These forward-looking statements are made based upon our current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. You should consider carefully the statements under Item 1A. Risk Factors included herein, if any, and included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, or our Annual Report on Form 10-K for the year ended December 31, 2012, which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements.  Our Annual Report on Form 10-K for the year ended December 31, 2012 is available on our website at www.nobleenergyinc.com.

Item 4.     Controls and Procedures

Based on the evaluation of our disclosure controls and procedures by our principal executive officer and our principal financial officer, as of the end of the period covered by this quarterly report, each of them has concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, are effective. There were no changes in internal control over financial reporting that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

44

Part II. Other Information

Item 1.    Legal Proceedings

West Virginia Matter  In March 2013, we received seven Notices of Violation (NOV) and two Administrative Orders (Orders) from the West Virginia Department of Environmental Protection Office of Oil and Gas (OOG) regarding the unintentional discharge of a mixture of freshwater and produced water that occurred on or about the evening of February 22, 2013 from one of our permitted water storage facilities in Marshall County, West Virginia. At this time, the OOG has not established a proposed penalty for these NOVs or Orders. Given the uncertainty in administrative actions of this nature, we are unable to predict the ultimate outcome of this action at this time. However, we believe that the resolution of these proceedings through settlement or adverse judgment will not have a material adverse effect on our financial position, results of operations or cash flows.

Colorado Matters In April 2013, we received a proposed Early Settlement Agreement (ESA) from Colorado Department of Public Health and Environment's Air Pollution Control Division to resolve allegations of noncompliance with our 2011 Ozone and Non-Ozone season submissions pursuant to Air Quality Control Commission Regulation 7. The ESA sought payment of a reduced penalty of $112,000. On June 18, 2013, we accepted the reduced penalty and executed a Compliance Order on Consent (COC). Under the terms and conditions of the COC, we agreed to pursue a supplemental environmental project (SEP) to mitigate $89,600 of the total penalty and submitted payment of $22,400 as an administrative penalty. The SEP's $89,600 is currently intended to assist with the development and implementation of an energy efficiency educational outreach program for students.

In July 2013, we received a proposed COC from Colorado Department of Public Health and Environment's Air Pollution Control Division to resolve allegations of noncompliance with our 2012 Ozone season submissions pursuant to Air Quality Control Commission Regulation 7. The COC, which provides for an opportunity to further discuss the offer of settlement, has not yet been executed. At present, the COC seeks payment of a reduced penalty of $156,450 and provides the opportunity to mitigate up to $125,160 of the total reduced penalty by pursuing SEP. Given the inherent uncertainty in administrative actions of this nature, we are unable to predict the ultimate outcome of this action at this time. However, we believe that the resolution of these proceedings through settlement or adverse judgment will not have a material adverse effect on our financial position, results of operations or cash flows.

Item 1A.    Risk Factors

There have been no material changes from the risk factors disclosed in Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 or Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth, for the periods indicated, the Company’s share repurchase activity: 

Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
					(in thousands)
4/1/2013 - 4/30/2013	978	$	55.12	—	—
5/1/2013 - 5/31/2013	1,060	57.32		—	—
6/1/2013 - 6/30/2013	287	58.87		—	—
Total	2,325	$	56.59	—	—

⁽¹⁾  Stock repurchases during the period related to common stock received by us from employees for the payment of withholding taxes due on shares of common stock issued under stock-based compensation plans.

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Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

None.

Item 6.    Exhibits

The information required by this Item 6 is set forth in the Index to Exhibits accompanying this quarterly report on Form 10-Q.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		NOBLE ENERGY, INC.
		(Registrant)
Date	July 25, 2013	/s/ Kenneth M. Fisher
		Kenneth M. Fisher Senior Vice President, Chief Financial Officer

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Index to Exhibits 

Exhibit Number	Exhibit
3.1	Certificate of Incorporation of the Registrant (as amended through April 23, 2013), filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and incorporated herein by reference.
3.2	By-Laws of Noble Energy, Inc. (as amended through April 23, 2013), filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and incorporated herein by reference.
10.1	Retention and Confidentiality Agreement between Noble Energy, Inc. and Rodney D. Cook, Senior Vice President, dated May 1, 2013, filed herewith.
10.2	Retention and Confidentiality Agreement between Noble Energy, Inc. and Ted D. Brown, Senior Vice President, dated May 1, 2013, filed herewith.
10.3	Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (as amended through April 26, 2011), filed herewith.
12.1	Calculation of ratio of earnings to fixed charges, filed herewith.
31.1	Certification of the Company’s Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241), filed herewith.
31.2	Certification of the Company’s Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241), filed herewith.
32.1	Certification of the Company’s Chief Executive Officer Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), filed herewith.
32.2	Certification of the Company’s Chief Financial Officer Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), filed herewith.
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document
101.DEF	XBRL Definition Linkbase Document

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EX-10.1

Exhibit 10.1

RETENTION AND CONFIDENTIALITY AGREEMENT

This Agreement is effective as of May 1, 2013 (the "Effective Date") between Noble Energy, Inc. (the "Company") and the employee who signs below (the "Employee").

RECITALS

WHEREAS, the Company is an independent energy company engaged in worldwide oil and gas exploration and production (the "Business").

WHEREAS, Employee is a Senior Vice President for the Company, serves in a key position of trust for the Company, is integral to the successful operation of the Business, is highly skilled and has substantial knowledge of Company operations, and is a shareholder of the Company.

WHEREAS, the Company desires to provide the benefits contained in this Agreement to Employee in recognition of his past contributions and as an incentive to maintain his employment through the Retention Period (as defined below).

WHEREAS, in exchange for these benefits, Employee desires to enter into this Agreement to protect the Company's Business, Confidential Information (as defined below), employee and other stockholder relations, and goodwill, and other legitimate interests.

NOW, THEREFORE, in consideration of the mutual promises below and for other valuable consideration, the parties agree to the following terms:

TERMS

1.    Retention Agreements.

(a)Mutual Agreements. The Company shall provide Employee with an opportunity to receive the Post-Termination Vesting Benefits (as defined below) and, in exchange, Employee shall use his best efforts in carrying out his duties, responsibilities, and authorities for the Company and to increase the Company's future performance, create enhanced profitability and value for the Business, protect the Company's Confidential Information, and enhance the Company's employee and other stockholder relations, goodwill, and other legitimate interests.

(b)Retention Period. In exchange for Post-Termination Vesting Benefits and the Company's other promises in this Agreement, Employee shall continue his employment with the Company through June 30, 2014 or such earlier date in 2014 agreed to by the parties (the "Retention Period").

(c)Post-Termination Vesting of Equity Awards. Employee has previously received the following grants of stock options and restricted stock from the Company (the "Equity Awards"): (i) stock options granted pursuant to the 2011 Nonqualified Stock Option Agreement, the 2012 Nonqualified Stock Option Agreement and the 2013 Nonqualified Stock Option Agreement between Employee and the Company, collectively

1

(the "Options"); (ii) restricted stock awards granted pursuant to the 2011 Restricted Stock Agreement, the 2012 Restricted Stock Agreement, and the 2013 Restricted Stock Agreement [2-Year Time Vested] between Employee and the Company (the "Restricted Stock Awards"); and (iii) a restricted stock award granted pursuant to the 2013 Restricted Stock Agreement [3-Year Performance Vested] between Employee and the Company (the "2013 Performance Award"). Any other provision of the applicable award agreements or plan documents to the contrary notwithstanding, if Employee continues his employment with the Company throughout the Retention Period and complies with all other terms and conditions of this Agreement during the Retention Period and thereafter, Employee will be deemed to have continued employment with the Company after his actual termination of employment at the end of the Retention Period until February 1, 2016 (or if earlier until the date he is no longer in compliance with the terms and conditions of this Agreement) solely for the limited purposes of:

(A)allowing the portions of the Options that are not vested or exercisable as of the last day of the Retention Period (the "Nonvested Options") to continue in effect after Employee is no longer actually employed by the Company even though Nonvested Options otherwise would be forfeited at such time, and allowing the Nonvested Options to continue to vest and become exercisable in accordance with their terms as if Employee was still employed; provided, however, that (I) with respect to each portion of a Nonvested Option that becomes vested and exercisable after the end of the Retention Period, the applicable five-year exercise period allowed upon Retirement as set forth in the applicable Option agreement shall be determined as though the date that any such portion vests and becomes exercisable was the Employee's actual date of Retirement so that the Employee is allowed five years in which to exercise after vesting (but in no event shall such exercise period extend beyond the end of the ten-year term set forth in such Option agreement), (II) if Employee's death occurs after the end of the Retention Period but prior to February 1, 2016, then with respect to any portion of an Option not yet vested and exercisable, Employee will be treated as having terminated employment on the date of his death, and any provisions accelerating vesting upon death in the respective Option agreements will apply, and (III) the disability provisions in any of the respective Option agreements shall no longer apply after Employee's actual termination of employment;

(B)delaying the forfeiture of and continuing the restricted period applicable to shares granted under the Restricted Stock Awards that were not vested as of the end of the Retention Period so that the shares will vest in accordance with the terms of the respective agreements if Employee continues in compliance with the terms and conditions of this Agreement until any such vesting event; provided, however, that (I) any accumulated dividends payable pursuant to said Awards upon vesting will be paid to Employee no later than March 15, 2015 or the date set forth in the award agreement if earlier, (II) if Employee's death occurs after the end of the Retention Period but on or before vesting of an Award, Employee will be treated as having terminated employment on the date of his death and the provisions applicable upon death while employed in the award agreements will apply, and (III) the disability provisions in the award

2

agreements shall no longer apply after Employee's actual termination of employment, but if after the end of the Retention Period the Committee determines in its sole discretion that due to Employee's physical or mental incapacity, there is no substantial likelihood that Employee could fail to comply with the restrictive covenants in paragraphs 2 or 4 of the Agreement, the Committee may accelerate the vesting date of the remaining shares subject to any or all of such Awards.

(C)    delaying the forfeiture of and continuing the restricted period applicable to shares granted under the 2013 Performance Award so that the shares may vest pursuant to the terms of the applicable award agreement as if Employee was still employed on the "Vesting Date" as defined in the award agreement; provided, however, that (I) any accumulated dividends payable pursuant to said Award upon vesting will be paid to Employee no later than March 15, 2016 or the date set forth in the award agreement if earlier, (II) if Employee's death occurs after the end of the Retention Period but on or before February 1, 2016, Employee will be treated as having terminated employment on the date of his death and the provisions applicable upon death while employed in the award agreement will apply, and (III) the disability provisions in the award agreement for the 2013 Performance Award shall no longer apply after Employee's actual termination of employment.

(d)    Termination Prior to End of Retention Period. If Employee's employment with the Company terminates for any reason prior to June 30, 2014 without the written consent of the Company, which consent shall be in the Company's sole and absolute discretion, or if the Company terminates Employee's employment for cause as determined by the Company in its sole and absolute discretion, Employee shall not be entitled to the Post-Termination Vesting Benefits but the remaining provisions of this Agreement shall remain in effect. Nothing in this Agreement shall supersede, nullify, or affect in any way the Company's rights under the "Compensation Recoupment" provision or any other provision of its Code of Business Conduct and Ethics.

2.    Confidential Information.    "Confidential Information" includes all of the Company's confidential or proprietary information, trade secrets (as defined by applicable law), and other information used in the Business providing a competitive advantage but not generally known by competitors, and does not include any information in the public domain and readily available to competitors through no wrongful act of Employee. Employee acknowledges and agrees that (a) the Company has expended, and continues to expend, significant efforts and resources to develop its Confidential Information; (b) the Company's Confidential Information builds its goodwill with its employees and other stockholders and gives it a competitive advantage in its industry; (c) the Company has provided Confidential Information to Employee before the Effective Date although it was not legally or contractually obligated to do so; (d) as a result of its Business, the Company continually develops new and additional Confidential Information; and (e) Employee has no legal or contractual right to receive such new and additional Confidential Information outside of this Agreement. The Company promises to provide Employee with access to this new and additional Confidential Information that has not been previously disclosed throughout the Retention Period relating to his responsibilities. In exchange, Employee promises at all times to hold in strictest confidence, and not to disclose or

3

use, any Confidential Information (regardless of when disclosed to him) except for the Company's benefit. Promptly upon the Company's request, and immediately upon any termination of employment, Employee shall return to the Company, and shall not directly or indirectly keep or deliver to anyone else any Confidential Information (including any copies of Confidential Information) or any devices storing Confidential Information.

3.Inventions. All discoveries, inventions, improvements, trade secrets (as defined by applicable law), know-how, works of authorship, or other intellectual property conceived, created, written, developed, or first reduced to practice by Employee before or after the Effective Date, alone or jointly, while performing services for the Company ("Inventions") shall be the Company's sole and exclusive property. All original works of authorship protectable by copyright that are produced by Employee while performing services for the Company shall be "works made for hire" as defined in the United States Copyright Act (l7 U.S.C. § 101), and, to the extent that any such works are not works made for hire, Employee assigns without further consideration all right, title, and interest in such works to the Company.

4.Non-Competition and Non-Solicitation Restrictive Covenants.

(a)Acknowledgements. Employee acknowledges that (i) this Agreement entitles him to receive previously undisclosed Confidential Information which could be used by the Company's competitors to irreparably harm its competitive position and to receive Post-Termination Vesting Benefits designed to increase his ownership interest in the Company and protect the Company's goodwill; (ii) it would be virtually impossible for him to ignore his knowledge of the Company's Confidential Information if he competed against the Company; and (iii) a prohibition against his competing with the Company for a reasonable period of time and within a reasonable geographic area is therefore appropriate for the protection of the Company's Confidential Information, employee and other stockholder relations, goodwill, and other legitimate business interests.

(b)Non-Competition and Non-Solicitation. During the Retention Period through February 1, 2016, Employee shall not directly or indirectly, without prior written consent from the Company's Board of Directors, (i) have any ownership interest in, or serve as an officer, director, independent consultant, contractor, employee, lender or in any other capacity, for any individual or entity that competes with the Company in the Business in any county or parish within the United States, and each county, parish, or similar regional subdivision in any foreign country, where Employee worked for the Company in the Business; (ii) solicit, canvass, or accept any business or services offered by the Company for the benefit of any individual or entity that competes with the Company in any manner related to the Business in the area just specified; (iii) solicit, encourage, facilitate, or induce any employees, other stockholders, service-providers, or licensees of the Company to breach any agreement or contract with, or discontinue or curtail his, her, or its business relationships with, the Company; or (iv) solicit, hire, or otherwise engage any person who is an employee of the Company, or was an employee of the Company, at any time in the one year preceding the solicitation, hiring, or engagement.

4

(c)    Survival and Enforcement of Covenants; Remedies.    Employee's covenants in paragraphs 2, 3, and 4 shall survive any termination of this Agreement and his employment with the Company, shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action of Employee against the Company (under this Agreement or otherwise) shall not constitute a defense to the Company's enforcement of those covenants. Employee acknowledges and agrees that (i) his covenants in paragraph 4 are ancillary to the otherwise enforceable agreements by the Company under paragraph 2 to provide him with previously undisclosed Confidential Information and by him not to improperly use disclose same, and the Company's agreement to provide him with the Post-Termination Vesting Benefits in the Equity Awards, and are supported by independent, valuable consideration; and (ii) the restraints in those covenants are reasonable and do not include any greater restraint than is reasonably necessary to protect the Company's Confidential Information, goodwill, and other legitimate business interests. If Employee breaches or threatens to breach any such covenants, the Company shall be entitled to equitable relief (without the need to post a bond or prove actual damages) by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to all other legal and equitable relief to which it may be entitled, including any and all monetary damages which the Company may incur as a result of such breach, violation, or threatened breach or violation. Finally, Employee irrevocably waives any right to challenge the validity or enforceability of such obligations or covenants.

5.    Miscellaneous; Jury-Trial Waiver. This Agreement constitutes the entire agreement between the parties pertaining to its subject matters and supersedes all prior and contemporaneous agreements between the parties pertaining to such subject matters. No provision of this Agreement may be amended or waived unless in a writing signed by both parties. Employee agrees that the Company has not made any representation to him concerning this Agreement that is not expressed in this Agreement, and that, in signing this Agreement, he is not relying on any such representation but is instead relying solely on his own judgment. This Agreement shall be governed by the laws of the State of Texas without regard to its rules regarding conflicts of laws. Exclusive venue for any claim between the parties arising out of or related to this Agreement is in any court of competent jurisdiction that regularly conducts proceedings in Harris County, Texas. The terms of this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. The Company may assign this Agreement without Employee's further consent but Employee may not assign this Agreement without the Company's further consent. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement or any other or subsequent breach of this Agreement. The Company's affiliates shall be included within the meaning of "Company" in this Agreement and may enforce this Agreement as intended third-party beneficiaries. The provisions of this Agreement shall be severable, and if provision is determined by a court of competent jurisdiction to be unenforceable, the remaining provisions shall nevertheless be binding and enforceable. If any provision of this Agreement is so deemed unenforceable, the court shall reform such provision to the extent necessary to cause it to be enforceable to the maximum extent permitted by law. Notwithstanding any other provision of this Agreement, Employee's employment with the Company is for an unspecified duration, constitutes at-will employment, and may be terminated for any reason or no reason and with or without cause. EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY

5

WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AGAINST THE OTHER PARTY AND ITS AFFILIATES.

	AGREED TO AS OF THE EFFECTIVE DATE
NOBLE ENERGY, INC		EMPLOYEE
By: /s/ Charles D. Davidson		By: /s/ Rodney D. Cook
Print Name: Charles D. Davidson		Print Name: Rodney D. Cook
Title: Chairman and CEO

6

EX-10.2

Exhibit 10.2

RETENTION AND CONFIDENTIALITY AGREEMENT

This Agreement is effective as of May 1, 2013 (the "Effective Date") between Noble Energy, Inc. (the "Company") and the employee who signs below (the "Employee").

RECITALS

1

WHEREAS, the Company is an independent energy company engaged in worldwide oil and gas exploration and production (the "Business").

WHEREAS, Employee is a Senior Vice President for the Company, serves in a key position of trust for the Company, is integral to the successful operation of the Business, is highly skilled and has substantial knowledge of Company operations, and is a shareholder of the Company.

WHEREAS, the Company desires to provide the benefits contained in this Agreement to Employee in recognition of his past contributions and as an incentive to maintain his employment through the Retention Period (as defined below).

WHEREAS, in exchange for these benefits, Employee desires to enter into this Agreement to protect the Company's Business, Confidential Information (as defined below), employee and other stockholder relations, and goodwill, and other legitimate interests.

NOW, THEREFORE, in consideration of the mutual promises below and for other valuable consideration, the parties agree to the following terms:

TERMS

1.    Retention Agreements.

(a)Mutual Agreements. The Company shall provide Employee with an opportunity to receive the Post-Termination Vesting Benefits (as defined below) and, in exchange, Employee shall use his best efforts in carrying out his duties, responsibilities, and authorities for the Company and to increase the Company's future performance, create enhanced profitability and value for the Business, protect the Company's Confidential Information, and enhance the Company's employee and other stockholder relations, goodwill, and other legitimate interests.

(b)Retention Period. In exchange for Post-Termination Vesting Benefits and the Company's other promises in this Agreement, Employee shall continue his employment with the Company through June 30, 2014 or such earlier date in 2014 agreed to by the parties (the "Retention Period").

(c)Post-Termination Vesting of Equity Awards. Employee has previously received the following grants of stock options and restricted stock from the Company (the "Equity Awards"): (i) stock options granted pursuant to the 2011 Nonqualified Stock Option Agreement, the 2012 Nonqualified Stock Option Agreement and the 2013 Nonqualified Stock Option Agreement between Employee and the Company, collectively

2

(the "Options"); (ii) restricted stock awards granted pursuant to the 2011 Restricted Stock Agreement, the 2012 Restricted Stock Agreement, and the 2013 Restricted Stock Agreement [2-Year Time Vested] between Employee and the Company (the "Restricted Stock Awards"); and (iii) a restricted stock award granted pursuant to the 2013 Restricted Stock Agreement [3-Year Performance Vested] between Employee and the Company (the "2013 Performance Award"). Any other provision of the applicable award agreements or plan documents to the contrary notwithstanding, if Employee continues his employment with the Company throughout the Retention Period and complies with all other terms and conditions of this Agreement during the Retention Period and thereafter, Employee will be deemed to have continued employment with the Company after his actual termination of employment at the end of the Retention Period until February 1, 2016 (or if earlier until the date he is no longer in compliance with the terms and conditions of this Agreement) solely for the limited purposes of:

(A)allowing the portions of the Options that are not vested or exercisable as of the last day of the Retention Period (the "Nonvested Options") to continue in effect after Employee is no longer actually employed by the Company even though Nonvested Options otherwise would be forfeited at such time, and allowing the Nonvested Options to continue to vest and become exercisable in accordance with their terms as if Employee was still employed; provided, however, that (I) with respect to each portion of a Nonvested Option that becomes vested and exercisable after the end of the Retention Period, the applicable five-year exercise period allowed upon Retirement as set forth in the applicable Option agreement shall be determined as though the date that any such portion vests and becomes exercisable was the Employee's actual date of Retirement so that the Employee is allowed five years in which to exercise after vesting (but in no event shall such exercise period extend beyond the end of the ten-year term set forth in such Option agreement), (II) if Employee's death occurs after the end of the Retention Period but prior to February 1, 2016, then with respect to any portion of an Option not yet vested and exercisable, Employee will be treated as having terminated employment on the date of his death, and any provisions accelerating vesting upon death in the respective Option agreements will apply, and (III) the disability provisions in any of the respective Option agreements shall no longer apply after Employee's actual termination of employment;

(B)delaying the forfeiture of and continuing the restricted period applicable to shares granted under the Restricted Stock Awards that were not vested as of the end of the Retention Period so that the shares will vest in accordance with the terms of the respective agreements if Employee continues in compliance with the terms and conditions of this Agreement until any such vesting event; provided, however, that (I) any accumulated dividends payable pursuant to said Awards upon vesting will be paid to Employee no later than March 15, 2015 or the date set forth in the award agreement if earlier, (II) if Employee's death occurs after the end of the Retention Period but on or before vesting of an Award, Employee will be treated as having terminated employment on the date of his death and the provisions applicable upon death while employed in the award agreements will apply, and (III) the disability provisions in the award

3

agreements shall no longer apply after Employee's actual termination of employment, but if after the end of the Retention Period the Committee determines in its sole discretion that due to Employee's physical or mental incapacity, there is no substantial likelihood that Employee could fail to comply with the restrictive covenants in paragraphs 2 or 4 of the Agreement, the Committee may accelerate the vesting date of the remaining shares subject to any or all of such Awards.

(C)    delaying the forfeiture of and continuing the restricted period applicable to shares granted under the 2013 Performance Award so that the shares may vest pursuant to the terms of the applicable award agreement as if Employee was still employed on the "Vesting Date" as defined in the award agreement; provided, however, that (I) any accumulated dividends payable pursuant to said Award upon vesting will be paid to Employee no later than March 15, 2016 or the date set forth in the award agreement if earlier, (II) if Employee's death occurs after the end of the Retention Period but on or before February 1, 2016, Employee will be treated as having terminated employment on the date of his death and the provisions applicable upon death while employed in the award agreement will apply, and (III) the disability provisions in the award agreement for the 2013 Performance Award shall no longer apply after Employee's actual termination of employment.

(d)    Termination Prior to End of Retention Period. If Employee's employment with the Company terminates for any reason prior to June 30, 2014 without the written consent of the Company, which consent shall be in the Company's sole and absolute discretion, or if the Company terminates Employee's employment for cause as determined by the Company in its sole and absolute discretion, Employee shall not be entitled to the Post-Termination Vesting Benefits but the remaining provisions of this Agreement shall remain in effect. Nothing in this Agreement shall supersede, nullify, or affect in any way the Company's rights under the "Compensation Recoupment" provision or any other provision of its Code of Business Conduct and Ethics.

2.    Confidential Information.    "Confidential Information" includes all of the Company's confidential or proprietary information, trade secrets (as defined by applicable law), and other information used in the Business providing a competitive advantage but not generally known by competitors, and does not include any information in the public domain and readily available to competitors through no wrongful act of Employee. Employee acknowledges and agrees that (a) the Company has expended, and continues to expend, significant efforts and resources to develop its Confidential Information; (b) the Company's Confidential Information builds its goodwill with its employees and other stockholders and gives it a competitive advantage in its industry; (c) the Company has provided Confidential Information to Employee before the Effective Date although it was not legally or contractually obligated to do so; (d) as a result of its Business, the Company continually develops new and additional Confidential Information; and (e) Employee has no legal or contractual right to receive such new and additional Confidential Information outside of this Agreement. The Company promises to provide Employee with access to this new and additional Confidential Information that has not been previously disclosed throughout the Retention Period relating to his responsibilities. In exchange, Employee promises at all times to hold in strictest confidence, and not to disclose or

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use, any Confidential Information (regardless of when disclosed to him) except for the Company's benefit. Promptly upon the Company's request, and immediately upon any termination of employment, Employee shall return to the Company, and shall not directly or indirectly keep or deliver to anyone else any Confidential Information (including any copies of Confidential Information) or any devices storing Confidential Information.

3.Inventions. All discoveries, inventions, improvements, trade secrets (as defined by applicable law), know-how, works of authorship, or other intellectual property conceived, created, written, developed, or first reduced to practice by Employee before or after the Effective Date, alone or jointly, while performing services for the Company ("Inventions") shall be the Company's sole and exclusive property. All original works of authorship protectable by copyright that are produced by Employee while performing services for the Company shall be "works made for hire" as defined in the United States Copyright Act (l7 U.S.C. § 101), and, to the extent that any such works are not works made for hire, Employee assigns without further consideration all right, title, and interest in such works to the Company.

4.Non-Competition and Non-Solicitation Restrictive Covenants.

(a)Acknowledgements. Employee acknowledges that (i) this Agreement entitles him to receive previously undisclosed Confidential Information which could be used by the Company's competitors to irreparably harm its competitive position and to receive Post-Termination Vesting Benefits designed to increase his ownership interest in the Company and protect the Company's goodwill; (ii) it would be virtually impossible for him to ignore his knowledge of the Company's Confidential Information if he competed against the Company; and (iii) a prohibition against his competing with the Company for a reasonable period of time and within a reasonable geographic area is therefore appropriate for the protection of the Company's Confidential Information, employee and other stockholder relations, goodwill, and other legitimate business interests.

(b)Non-Competition and Non-Solicitation. During the Retention Period through February 1, 2016, Employee shall not directly or indirectly, without prior written consent from the Company's Board of Directors, (i) have any ownership interest in, or serve as an officer, director, independent consultant, contractor, employee, lender or in any other capacity, for any individual or entity that competes with the Company in the Business in any county or parish within the United States, and each county, parish, or similar regional subdivision in any foreign country, where Employee worked for the Company in the Business; (ii) solicit, canvass, or accept any business or services offered by the Company for the benefit of any individual or entity that competes with the Company in any manner related to the Business in the area just specified; (iii) solicit, encourage, facilitate, or induce any employees, other stockholders, service-providers, or licensees of the Company to breach any agreement or contract with, or discontinue or curtail his, her, or its business relationships with, the Company; or (iv) solicit, hire, or otherwise engage any person who is an employee of the Company, or was an employee of the Company, at any time in the one year preceding the solicitation, hiring, or engagement.

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(c)    Survival and Enforcement of Covenants; Remedies.    Employee's covenants in paragraphs 2, 3, and 4 shall survive any termination of this Agreement and his employment with the Company, shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action of Employee against the Company (under this Agreement or otherwise) shall not constitute a defense to the Company's enforcement of those covenants. Employee acknowledges and agrees that (i) his covenants in paragraph 4 are ancillary to the otherwise enforceable agreements by the Company under paragraph 2 to provide him with previously undisclosed Confidential Information and by him not to improperly use disclose same, and the Company's agreement to provide him with the Post-Termination Vesting Benefits in the Equity Awards, and are supported by independent, valuable consideration; and (ii) the restraints in those covenants are reasonable and do not include any greater restraint than is reasonably necessary to protect the Company's Confidential Information, goodwill, and other legitimate business interests. If Employee breaches or threatens to breach any such covenants, the Company shall be entitled to equitable relief (without the need to post a bond or prove actual damages) by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to all other legal and equitable relief to which it may be entitled, including any and all monetary damages which the Company may incur as a result of such breach, violation, or threatened breach or violation. Finally, Employee irrevocably waives any right to challenge the validity or enforceability of such obligations or covenants.

5.    Miscellaneous; Jury-Trial Waiver. This Agreement constitutes the entire agreement between the parties pertaining to its subject matters and supersedes all prior and contemporaneous agreements between the parties pertaining to such subject matters. No provision of this Agreement may be amended or waived unless in a writing signed by both parties. Employee agrees that the Company has not made any representation to him concerning this Agreement that is not expressed in this Agreement, and that, in signing this Agreement, he is not relying on any such representation but is instead relying solely on his own judgment. This Agreement shall be governed by the laws of the State of Texas without regard to its rules regarding conflicts of laws. Exclusive venue for any claim between the parties arising out of or related to this Agreement is in any court of competent jurisdiction that regularly conducts proceedings in Harris County, Texas. The terms of this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. The Company may assign this Agreement without Employee's further consent but Employee may not assign this Agreement without the Company's further consent. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement or any other or subsequent breach of this Agreement. The Company's affiliates shall be included within the meaning of "Company" in this Agreement and may enforce this Agreement as intended third-party beneficiaries. The provisions of this Agreement shall be severable, and if provision is determined by a court of competent jurisdiction to be unenforceable, the remaining provisions shall nevertheless be binding and enforceable. If any provision of this Agreement is so deemed unenforceable, the court shall reform such provision to the extent necessary to cause it to be enforceable to the maximum extent permitted by law. Notwithstanding any other provision of this Agreement, Employee's employment with the Company is for an unspecified duration, constitutes at-will employment, and may be terminated for any reason or no reason and with or without cause. EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY

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WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AGAINST THE OTHER PARTY AND ITS AFFILIATES.

	AGREED TO AS OF THE EFFECTIVE DATE
NOBLE ENERGY, INC		EMPLOYEE
By: /s/ Charles D. Davidson		By: /s/ Ted D. Brown
Print Name: Charles D. Davidson		Print Name: Ted D. Brown
Title: Chairman and CEO

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EX-10.3

Exhibit 10.3

NOBLE ENERGY, INC.

1992 STOCK OPTION AND RESTRICTED STOCK PLAN

(As Amended and Restated Effective April 26, 2011)

Section 1. Purpose

The purpose of this Plan is to assist Noble Energy, Inc., a Delaware corporation, in attracting and retaining, as officers and key employees of the Company and its Affiliates, persons of training, experience and ability and to furnish additional incentive to such persons by encouraging them to become owners of Shares of the Company’s capital stock, by granting to such persons Incentive Options, Nonqualified Options, Restricted Stock, or any combination of the foregoing.

Section 2. Definitions

Unless the context otherwise requires, the following words as used herein shall have the following meanings:

(a) “Affiliate” means any corporation or other type of entity in a chain of corporations or other entities in which each corporation or other entity has a controlling interest in another corporation or other entity in the chain, starting with the Company and ending with the corporation or other entity that has a controlling interest in the corporation or other entity for which the Employee provides direct services. For purposes of this Affiliate definition, the term “controlling interest” has the same meaning as provided in Treasury Regulation section 1.414(c)-2(b)(2)(i), except that the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Treasury Regulation section 1.414(c)-2(b)(2)(i).

(b) “Agreement” means the written agreement (i) between the Company and the Optionee evidencing the Option and any SARs that relate to such Option granted by the Company and the understanding of the parties with respect thereto or (ii) between the Company and a recipient of a Restricted Stock award, a Cash Award or a Performance Award evidencing the restrictions, terms and conditions applicable to such award and the understanding of the parties with respect thereto. In the event of any inconsistency between the Plan and an Agreement, the Plan shall govern.

(c) “Board” means the Board of Directors of the Company as the same may be constituted from time to time.

(d) “Cash Award” means an award for the payment of a cash bonus that has been awarded pursuant to Section 16 of the Plan.

(e) “Code” means the Internal Revenue Code of 1986, as amended.

(f) “Committee” means the Committee provided for in Section 3 of the Plan as the same may be constituted from time to time.

(g) “Company” means Noble Energy, Inc., a Delaware corporation.

(h) “Corporate Transaction” shall have the meaning as defined in Section 8 of the Plan.

(i) “Disability” means the termination of an employee’s employment with the Company or an Affiliate because of a medically determinable physical or mental impairment (i) that prevents the employee from performing his or her employment duties in a satisfactory manner and is expected either to result in death or to last for a continuous period of not less than twelve months as determined by the Committee, or (ii) for which the employee is eligible to receive disability income benefits under a long-term disability insurance plan maintained by the Company or an Affiliate.

(j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

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(k) “Fair Market Value” means, except as provided in the next sentence with respect to grants and awards made prior to April 26, 2011, the closing sales price per Share on the New York Stock Exchange on the date in question (or if there was no reported sale on the New York Stock Exchange on such date, then on the last preceding day on which any reported sale occurred on the New York Stock Exchange). With respect to an Option or SAR that relates to such Option that was granted prior to April 26, 2011, or Shares of Restricted Stock that were awarded prior to April 26, 2011, the following shall apply: “Fair Market Value” means the fair market value per Share as determined by the Committee in good faith; provided, however, that if a Share is listed or admitted to trading on a securities exchange registered under the Exchange Act, the Fair Market Value per Share shall be the average of the reported high and low sales price on the date in question (or if there was no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal securities exchange on which such Share is listed or admitted to trading, or if a Share is not listed or admitted to trading on any such exchange but is listed as a national market security on the National Association of Securities Dealers, Inc. Automated Quotations System (“NASDAQ”) or any similar system then in use, the Fair Market Value per Share shall be the average of the reported high and low sales price on the date in question (or if there was no reported sale on such date, on the last preceding date on which any reported sale occurred) on such system, or if a Share is not listed or admitted to trading on any such exchange and is not listed as a national market security on NASDAQ but is quoted on NASDAQ or any similar system then in use, the Fair Market Value per Share shall be the average of the closing high bid and low asked quotations on such system for such Share on the date in question; and, provided further, that for purposes of valuing Shares to be made subject to Incentive Options, the Fair Market Value per Share shall be determined without regard to any restriction other than one which, by its terms, will never lapse.

(l) “Incentive Option” means an Option that is intended to satisfy the requirements of Section 422(b) of the Code.

(m) “Nonqualified Option” means an Option that does not qualify as a statutory stock option under Section 422 or 423 of the Code.

(n) “Non-Employee Director” means a director of the Company who satisfies the definition thereof under Rule 16b-3 promulgated under the Exchange Act.

(o) “Option” means an option to purchase one or more Shares granted under and pursuant to the Plan. Such Option may be either an Incentive Option or a Nonqualified Option.

(p) “Optionee” means a person who has been granted an Option and who has executed an Agreement with the Company.

(q) “Outside Director” means a director of the Company who is an outside director within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder.

(r) “Performance Award” means any Restricted Stock award or Cash Award that has been designated at the time of award as a Performance Award in accordance with the provisions of Section 15 of the Plan.

(s) “Plan” means this Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan, as amended from time to time.

(t) “Restricted Stock” means Shares issued or transferred pursuant to Section 14 of the Plan.

(u) “Retirement” means a termination of employment with the Company or an Affiliate either (i) on a voluntary basis by a person who (A) is at least 55 years of age with five years of credited service with the Company or one or more Affiliates or (B) has at least 20 years of credited service with the Company or one or more Affiliates, immediately prior to such termination of employment or (ii) otherwise with the written consent of the Committee in its sole discretion.

(v) “SARs” means stock appreciation rights granted pursuant to Section 7 of the Plan.

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(w) “Securities Act” means the Securities Act of 1933, as amended.

(x) “Share” means a share of the Company’s present common stock, par value $3.33-1/3 per share, and any share or shares of capital stock or other securities of the Company hereafter issued or issuable in respect of or in substitution or exchange for each such present share. Such Shares may be unissued or reacquired Shares, as the Board, in its sole and absolute discretion, shall from time to time determine.

Section 3. Administration

The Plan shall be administered by, and the decisions concerning the Plan shall be made solely by, a Committee of two or more directors of the Company, all of whom are both Non-Employee Directors and Outside Directors. Each member of the Committee shall be appointed by and shall serve at the pleasure of the Board. The Board shall have the sole continuing authority to appoint members of the Committee. In making grants or awards, the Committee shall take into consideration the contribution the person has made or may make to the success of the Company or its Affiliates and such other considerations as the Board may from time to time specify.

Except to the extent already appointed by the Board, the Committee shall elect one of its members as its chairman, and shall hold its meetings at such times and places as it may determine. A majority of the members of the Committee shall constitute a quorum. All decisions and determinations of the Committee shall be made by the majority vote or decision of the members present at any meeting at which a quorum is present; provided, however, that any decision or determination reduced to writing and signed by all members of the Committee shall be as fully effective as if it had been made by a majority vote or decision at a meeting duly called and held. The Committee may appoint a secretary (who need not be a member of the Committee) who shall keep minutes of its meetings. The Committee may make any rules and regulations for the conduct of its business that are not inconsistent with the express provisions of the Plan, the bylaws or certificate of incorporation of the Company or any resolutions of the Board.

All questions of interpretation or application of the Plan, or of a grant of an Option and any SARs that relate to such Option or of a Restricted Stock award, Cash Award or Performance Award, including questions of interpretation or application of an Agreement, shall be subject to the determination of the Committee, which determination shall be final and binding upon all parties.

Subject to the express provisions of the Plan, the Committee shall have the authority, in its sole and absolute discretion:

(a) to adopt, amend or rescind administrative and interpretive rules and regulations relating to the Plan;

(b) to construe the Plan;

(c) to make all other determinations necessary or advisable for administering the Plan;

(d) to determine the terms and provisions of the respective Agreements (which need not be identical), including provisions defining or otherwise relating to (i) the term and the period or periods and extent of exercisability of Options, (ii) the extent to which transfer restrictions shall apply to Shares issued upon exercise of Options or any SARs that relate to such Options, (iii) the effect of termination of employment upon the exercisability of Options, and (iv) the effect of approved leaves of absence upon the exercisability of Options;

(e) to accelerate, regardless of whether the Agreement so provides, (i) the time of exercisability of any Option and SAR that relates to such Option, (ii) the time of the lapsing of restrictions on any Restricted Stock award that is not a Performance Award, or (iii) the time of the lapsing of restrictions on or for the vesting or payment of any Cash Award that is not a Performance Award (provided that such acceleration does not subject the benefits payable under such Cash Award to the tax imposed by Section 409A of the Code);

(f) subject to Section 13 of the Plan, to amend any Agreement provided that such amendment does not (i)

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adversely affect the Optionee or awardee under such Agreement in a material way without the consent of such Optionee or awardee, or (ii) cause any benefit provided or payable under such Agreement that is intended to comply with or be exempt from Section 409A of the Code, or intended to be qualified performance-based compensation within the meaning of Treasury Regulation section 1.162-27(e), to fail to comply with or be exempt from Section 409A of the Code or to fail to be qualified performance-based compensation within the meaning of Treasury Regulation section 1.162-27(e), respectively;

(g) to construe the respective Agreements; and

(h) to exercise the powers conferred on the Committee under the Plan.

The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem expedient to carry it into effect, and it shall be the sole and final judge of such expediency. The determinations of the Committee on the matters referred to in this Section 3 shall be final and conclusive.

Section 4. Shares Subject to the Plan

(a) The total number of Shares available for grants or awards made under the Plan shall not exceed a maximum of 31,000,000 Shares in the aggregate (the “Plan Share Limit”). The total number of Shares that may be issued on or after April 26, 2011, pursuant to Incentive Options shall not exceed a maximum of 7,000,000 Shares in the aggregate. The total number of Shares for which Options and SARs may be granted, and which may be awarded as Restricted Stock, to any one person during any calendar year shall not exceed a maximum of 400,000 Shares in the aggregate. Each such maximum number of Shares shall be increased or decreased as provided in Section 17 of the Plan.

(b) At any time and from time to time after the Plan takes effect, the Committee, pursuant to the provisions herein set forth, may grant Options and any SARs that relate to such Options and award Restricted Stock until the maximum number of Shares shall be exhausted or the Plan shall be sooner terminated.

(c) For the purpose of determining the number of Shares available for grants or awards made under the Plan:

(i) with respect to grants or awards made under the Plan prior to April 26, 2011, each Share subject to an Option (whether with or without a related SAR), and each Share awarded as Restricted Stock, shall count against the Plan Share Limit as one (1) Share,

(ii) with respect to grants or awards made under the Plan on or after April 26, 2011, each Share subject to an Option (whether with or without a related SAR) shall count against the Plan Share Limit as one (1) Share, and each Share awarded as Restricted Stock shall count against the Plan Share Limit as 2.39 Shares,

(iii) Shares subject to Options (whether with or without related SARs) that expire or are terminated or forfeited prior to exercise, and Shares awarded as Restricted Stock that are forfeited, shall remain available for grants or awards made under the Plan and shall be added back to the number of Shares available for such grants or awards on the same numerical basis as previously counted against the Plan Share Limit, and

(iv) Shares tendered or withheld to satisfy an exercise price or tax withholding obligation pertaining to an Option, SAR or Restricted Stock shall not be available for grants or awards made under the Plan and shall not be added to the number of Shares available for such grants or awards.

Section 5. Eligibility

The persons who shall be eligible to receive grants of Options and any SARs that relate to such Options, and to receive Restricted Stock awards, Cash Awards or Performance Awards, shall be regular salaried

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officers or other employees of the Company or one or more of its Affiliates.

Section 6. Grant of Options

(a) From time to time while the Plan is in effect, the Committee may, in its sole and absolute discretion, select from among the persons eligible to receive a grant of Options under the Plan (including persons who have already received such grants of Options) such one or more of them as in the opinion of the Committee should be granted Options. The Committee shall thereupon, likewise in its sole and absolute discretion, determine the number of Shares to be allotted for option to each person so selected.

(b) Each person so selected shall be granted an Option to purchase the number of Shares so allotted to him, upon such terms and conditions, consistent with the provisions of the Plan, as the Committee may specify. Each such person shall have a reasonable period of time, to be fixed by the Committee, within which to accept or reject the granted Option. Failure to accept within the period so fixed may be treated as a rejection.

(c) Each person who accepts an Option offered to him shall enter into an Agreement with the Company, in such form as the Committee may prescribe, setting forth the terms and conditions of the Option. Each Option Agreement shall contain such provisions (including, without limitation, restrictions or the removal of restrictions upon the exercise of the Option and any SARs that relate to such Option and the transfer of Shares thereby acquired) as the Committee shall deem advisable. In the event a person is granted both one or more Incentive Options and one or more Nonqualified Options, such grants shall be evidenced by separate Agreements, one for each Incentive Option grant and one for each Nonqualified Option grant. Unless a subsequent effective date of grant is specified by the Committee, the date on which the Committee approves the grant of an Option to a person, including the specification of the number of Shares to be subject to the Option, shall constitute the date on which the Option covered by such Agreement is granted. Such person shall be notified of his or her grant as soon as practicable following the Committee’s approval of such grant, but in no event shall an Optionee gain any rights in addition to those specified by the Committee in its grant, regardless of the time that may pass between the grant of the Option and the actual signing of the Agreement by the Company and the Optionee.

(d) At the time an Option is granted, the Committee may, in its sole and absolute discretion, designate such Option as an Incentive Option intended to qualify under Section 422(b) of the Code; provided, however, that Incentive Options may be granted only to employees of the Company or a “parent corporation” or a “subsidiary corporation” of the Company (which terms, for the purposes of this Section and any Incentive Option granted under the Plan, shall have the meanings set forth in Section 424(e) and (f) of the Code, respectively), and that Incentive Options may not be granted more than 10 years after March 17, 2011, the date this Plan restatement was adopted by the Board. Each Agreement relating to an Incentive Option shall contain such limitations and restrictions upon the exercise of the Incentive Option as shall be necessary for the Incentive Option to which such Agreement relates to constitute an incentive stock option, as defined in Section 422(b) of the Code. Any provision of the Plan to the contrary notwithstanding:

(i) no Incentive Option shall be granted to any person who, at the time such Incentive Option is granted, owns shares possessing more than 10 percent of the total combined voting power of all classes of shares of the Company or of its parent or subsidiary corporation (within the meaning of Section 422(b)(6) of the Code) unless the option price under such Incentive Option is at least 110 percent of the Fair Market Value of the Shares subject to the Incentive Option at the date of its grant and such Incentive Option is not exercisable after the expiration of five years from the date of its grant; and

(ii) to the extent that the aggregate Fair Market Value (determined as of the date the Incentive Option is granted) of the Shares subject to an Incentive Option granted to an Optionee and the aggregate Fair Market Value (determined as of the date the option is granted) of the shares of the Company and its parent

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and subsidiary corporations (or a predecessor corporation of the Company or any such parent or subsidiary corporation) subject to any other incentive stock option (within the meaning of Section 422(b) of the Code) of the Company and its parent and subsidiary corporations (or a predecessor corporation of the Company or any such parent or subsidiary corporation) granted to such Optionee, that may become exercisable for the first time during any calendar year, exceeds $100,000, such excess portion of the Option shall be treated as a Nonqualified Option.

(e) Each Agreement that includes SARs in addition to an Option shall comply with the provisions of Section 7 of the Plan.

Section 7. Grant of SARs

The Committee may from time to time grant SARs in conjunction with all or any portion of any Option either (i) at the time of the initial Option grant (not including any subsequent modification that may be treated as a new grant of an Incentive Option for purposes of Section 424(h) of the Code) or (ii) with respect to Nonqualified Options, at any time after the initial Option grant while the Nonqualified Option is still outstanding. SARs shall not be granted other than in conjunction with an Option granted hereunder.

SARs granted hereunder shall comply with the following conditions and also with the terms of the Agreement governing the Option in conjunction with which they are granted:

(a) The SAR shall expire no later than the expiration of the underlying Option.

(b) Upon the exercise of an SAR, the Optionee shall be entitled to receive payment equal to the excess of the aggregate Fair Market Value of the Shares with respect to which the SAR is then being exercised (determined as of the date of such exercise) over the aggregate purchase price of such Shares as provided in the related Option. Payment may be made in Shares, valued at their Fair Market Value on the date of exercise, or in cash, or partly in Shares and partly in cash, as determined by the Committee in its sole and absolute discretion.

(c) SARs shall be exercisable (i) only at such time or times and only to the extent that the Option to which they relate shall be exercisable, (ii) only when the Fair Market Value of the Shares subject to the related Option exceeds the purchase price of the Shares as provided in the related Option, and (iii) only upon surrender of the related Option or any portion thereof with respect to the Shares for which the SARs are then being exercised.

(d) Upon exercise of an SAR, a corresponding number of Shares subject to option under the related Option shall be canceled. Such canceled Shares shall be charged against the Shares reserved for the Plan, as provided in Section 4 of the Plan, as if the Option had been exercised to such extent and shall not be available for future Option grants or Restricted Stock awards hereunder.

Section 8. Option Price

The option price for each Share covered by an Option shall not be less than the greater of (a) the par value of such Share or (b) the Fair Market Value of such Share at the time such Option is granted. Notwithstanding the preceding sentence, if the Company or an Affiliate agrees to substitute a new Option under the Plan for an old option, or to assume an old option, by reason of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation (any of such events being referred to herein as a “Corporate Transaction”), the option price of the Shares covered by each such new Option or assumed Option may be other than the Fair Market Value of the Shares at the time the Option is granted as determined by reference to a formula, established at the time of the Corporate Transaction, which will give effect to such substitution or assumption; provided, however, in no event shall: (a) the excess of the aggregate Fair Market Value of the Shares subject to the Option immediately after the substitution or assumption over the aggregate option price of such Shares be more

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than the excess of the aggregate Fair Market Value of all Shares subject to the option immediately prior to the substitution or assumption over the aggregate option price of such Shares;

(b) in the case of an Incentive Option, the new Option or the assumption of the old option give the Optionee additional benefits that he would not have under the old option; or

(c) the ratio of the option price to the Fair Market Value of the stock subject to the Option immediately after the substitution or assumption be more favorable to the Optionee than the ratio of the option price to the Fair Market Value of the stock subject to the old option immediately prior to such substitution or assumption, on a Share by Share basis.

Notwithstanding the above, the provisions of this Section 8 with respect to the option price in the event of a Corporate Transaction shall, in the case of an Incentive Option, be subject to the requirements of Section 424(a) of the Code and the Treasury regulations and other applicable guidance promulgated thereunder, and in the case of a Nonqualified Option, be subject to the requirements for stock rights exempt from the application of Section 409A of the Code. In the event of a conflict between the terms of this Section 8 and the above cited statutes, regulations and rulings, or in the event of an omission in this Section 8 of a provision required by said laws, the latter shall control in all respects and are hereby incorporated herein by reference as if set out at length.

Section 9. Option Period and Terms of Exercise

(a) Each Option shall be exercisable during such period of time as the Committee may specify, but in no event for longer than 10 years from the date when the Option is granted; provided, however, that, unless provided otherwise in an Agreement:

(i) All rights to exercise an Option and any SARs that relate to such Option shall, subject to the provisions of subsection (c) of this Section 9, terminate one year after the date the Optionee ceases to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, for any reason other than death, Disability or Retirement, except that, in the event of the termination of employment of the Optionee on account of (A) fraud or intentional misrepresentation, or (B) embezzlement, misappropriation or conversion of assets or opportunities of the Company or its Affiliates, the Option and any SARs that relate to such Option shall thereafter be null and void for all purposes. Employment shall not be deemed to have ceased by reason of the transfer of employment, without interruption of service, between or among the Company and any of its Affiliates.

(ii) If the Optionee ceases to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, by reason of his death, Disability or Retirement, all rights to exercise such Option and any SARs that relate to such Option shall, subject to the provisions of subsection (c) of this Section 9, terminate five years thereafter.

(b) If an Option is granted with a term shorter than 10 years, the Committee may extend the term of the Option and any SARs that relate to such Option, but for not more than 10 years from the date when the Option was originally granted.

(c) In no event may an Option or any SARs that relate to such Option be exercised after the expiration of the term thereof.

Section 10. Transferability of Options and SARs

Except as provided in this Section 10, no Option or any SARs that relate to an Option shall be (i) transferable otherwise than by will or the laws of descent and distribution, or (ii) exercisable during the lifetime of the Optionee by anyone other than the Optionee. A Nonqualified Option granted to an Optionee, and any SARs that relate to such Nonqualified Option, may be transferred by such Optionee to a permitted transferee (as defined below), provided that (i) there is no consideration for such transfer (other than receipt by the Optionee of interests in an entity that is a permitted transferee); (ii) the Optionee

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(or such Optionee’s estate or representative) shall remain obligated to satisfy all income or other tax withholding obligations associated with the exercise of such Nonqualified Option or SARs; (iii) the Optionee shall notify the Company in writing that such transfer has occurred and disclose to the Company the name and address of the permitted transferee and the relationship of the permitted transferee to the Optionee; and (iv) such transfer shall be effected pursuant to transfer documents in a form approved by the Committee. A permitted transferee may not further assign or transfer any such transferred Nonqualified Option or any SARs that relate to such Nonqualified Option otherwise than by will or the laws of descent and distribution. Following the transfer of an Nonqualified Option and any SARs that relate to such Nonqualified Option to a permitted transferee, such Nonqualified Option and SARs shall continue to be subject to the same terms and conditions that applied to them prior to their transfer by the Optionee, except that they shall be exercisable by the permitted transferee to whom such transfer was made rather than by the transferring Optionee. For the purposes of the Plan, the term “permitted transferee” means, with respect to an Optionee, (I) any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the Optionee, including adoptive relationships, (II) any person sharing the Optionee’s household (other than a tenant or an employee), (III) a trust in which the Optionee and/or persons described in clauses (I) and (II) above have more than fifty percent of the beneficial interest, (IV) a foundation in which the Optionee and/or persons described in clauses (I) and (II) above control the management of assets, and (V) any other entity in which the Optionee and/or persons described in clauses (I) and (II) above own more than fifty percent of the voting interests.

Section 11. Exercise of Options and SARs

(a) In the event of an Optionee’s death, any then exercisable portion of an Option that has been granted to such Optionee, and any SARs that relate to such Option, may be exercised, within the period ending with the earlier of the fifth anniversary of the date of the Optionee’s death or the date of the termination of such Option, by the duly authorized representative of the deceased Optionee’s estate or the permitted transferee to whom such Option and SARs have been transferred.

(b) At any time, and from time to time, during the period when any Option and any SARs that relate to such Option, or a portion thereof, are exercisable, such Option or SARs, or portion thereof, may be exercised in whole or in part; provided, however, that in an Agreement the Committee may require any Option or SAR that is partially exercised to be so exercised with respect to at least a stated minimum number of Shares.

(c) Each exercise of an Option, or a portion thereof, shall be evidenced by a notice in writing to the Company accompanied by payment in full of the option price of the Shares then being purchased. Payment in full shall mean payment of the full amount due: (i) in cash, (ii) by certified check or cashier’s check, (iii) with Shares owned by the exercising Optionee or permitted transferee having a Fair Market Value at least equal to the aggregate option price payable in connection with such exercise, or (iv) by any combination of clauses (i) through (iii). If the exercising Optionee or permitted transferee chooses to remit Shares in payment of all or any portion of the option price, then (for purposes of payment of the option price) those Shares shall be deemed to have a cash value equal to their aggregate Fair Market Value determined as of the date the exercising Optionee or permitted transferee exercises such Option.

Notwithstanding anything contained herein to the contrary, at the request of an exercising Optionee or permitted transferee and to the extent permitted by applicable law, the Committee shall approve arrangements with a brokerage firm or firms under which any such brokerage firm shall, on behalf of the exercising Optionee or permitted transferee, make payment in full to the Company of the option price of the Shares then being purchased, and the Company, pursuant to an irrevocable notice in writing from the exercising Optionee or permitted transferee, shall make prompt delivery of one or more certificates for the appropriate number of Shares to such brokerage firm. Payment in full for purposes of the immediately

8

preceding sentence shall mean payment of the full amount due, either in cash or by certified check or cashier’s check.

(d) Each exercise of SARs, or a portion thereof, shall be evidenced by a notice in writing to the Company.

(e) Each Optionee must take whatever affirmative actions are required, in the opinion of the Committee, to enable the Company or appropriate Affiliate to satisfy its Federal income tax and FICA and any applicable state and local withholding obligations incurred as a result of such Optionee’s (or his or her permitted transferee’s) exercise of an Option granted to such Optionee or any SARs that relate to such Option. Upon the exercise of an Option or SARs requiring tax withholding, an exercising Optionee or permitted transferee may (i) direct the Company to withhold from the Shares to be issued to the exercising Optionee or permitted transferee the number of Shares (based upon the aggregate Fair Market Value of the Shares at the date of exercise) necessary to satisfy the Company’s obligation to withhold taxes, (ii) deliver to the Company sufficient Shares (based upon the aggregate Fair Market Value of the Shares at the date of exercise) to satisfy the Company’s tax withholding obligations, (iii) deliver sufficient cash to the Company to satisfy the Company’s tax withholding obligations, or (iv) any combination of clauses (i) through (iii). In the event the Committee subsequently determines that the aggregate Fair Market Value (as determined above) of any Shares withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then the Optionee to whom the Option and SARs in question were granted shall pay (or cause the permitted transferee to whom such Option and SARs were transferred to pay) to the Company, immediately upon the Committee’s request, the amount of that deficiency.

(f) No Shares shall be issued upon exercise of an Option until full payment therefor has been made, and an exercising Optionee or permitted transferee shall have none of the rights of a shareholder until Shares are issued to him.

(g) Nothing herein or in any Agreement shall require the Company to issue any Shares upon exercise of an Option or SAR if such issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable statute or regulation, as then in effect. Upon the exercise of an Option or SAR (as a result of which the exercising Optionee or permitted transferee receives Shares), or portion thereof, the exercising Optionee or permitted transferee shall give to the Company satisfactory evidence that he is acquiring such Shares for the purposes of investment only and not with a view to their distribution; provided, however, if or to the extent that the Shares delivered to the exercising Optionee or permitted transferee shall be included in a registration statement filed by the Company under the Securities Act, such investment representation shall be abrogated.

(h) An Optionee shall immediately notify the Company in writing of any disqualifying disposition (within the meaning of Section 421(b) of the Code) of Shares received upon the exercise of an Incentive Option.

Section 12. Delivery of Stock Certificates

As promptly as may be practicable after an Option or SAR (as a result of the exercise of which the exercising Optionee or permitted transferee is entitled to receive Shares), or a portion thereof, has been exercised as hereinabove provided, the Company shall make delivery of the appropriate number of Shares. In the event that an Optionee exercises both (i) an Incentive Option or SARs that relate to such Option (as a result of which the Optionee receives Shares), or a portion thereof, and (ii) a Nonqualified Option or SARs that relate to such Option (as a result of which the Optionee receives Shares), or a portion thereof, separately identifiable Shares shall be issued in certificate or book-entry form for the Shares subject to the Incentive Option and for the Shares subject to the Nonqualified Option.

Section 13. Modification of Options and SARs

Subject to the terms and conditions of and within the limitations of the Plan, the Committee may modify, extend or renew outstanding Options and any SARs that relate to such Options granted under the Plan.

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The Committee shall not have authority to accept the surrender or cancellation of any Options and any SARs that relate to such Options outstanding hereunder (to the extent not theretofore exercised) and grant new Options and any SARs that relate to such new Options hereunder in substitution therefor (to the extent not theretofore exercised) at an Option Price that is less than the Option Price of the Options surrendered or canceled. Nor shall the Committee have authority to accept the surrender or cancellation of any Option and any SARs that relate to such Option outstanding hereunder (to the extent not theretofore exercised) at a time at which the Fair Market Value of the Shares subject to the Option is less than the option price, in return for any cash or other consideration. Notwithstanding the foregoing provisions of this Section 13, no modification of an outstanding Option and any SARs that relate to such Option granted hereunder shall, without the consent of the Optionee, adversely affect the holder thereof in a material way, except as may be necessary, with respect to Incentive Options, to satisfy the requirements of Section 422(b) of the Code, or with respect to Nonqualified Options to satisfy the requirements for stock rights exempt from Section 409A of the Code.

Section 14. Restricted Stock

(a) The Committee may from time to time, in its sole and absolute discretion, award Shares of Restricted Stock to such persons as it shall select from among those persons who are eligible under Section 5 of the Plan to receive awards of Restricted Stock. Any award of Restricted Stock shall be made from Shares subject hereto as provided in Section 4 of the Plan.

(b) A Share of Restricted Stock shall be subject to such restrictions, terms and conditions, including forfeitures, if any, as may be determined by the Committee, which may include, without limitation, the rendition of services to the Company or its Affiliates for a specified time or the achievement of specific goals, and to the further restriction that no such Share may be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of until the terms and conditions set by the Committee at the time of the award of the Restricted Stock have been satisfied. A Restricted Stock award may be a Performance Award or an award that is not a Performance Award. Each recipient of an award of Restricted Stock shall enter into an Agreement with the Company, in such form as the Committee shall prescribe, setting forth the restrictions, terms and conditions of such award.

If a person is awarded Shares of Restricted Stock, whether or not escrowed as provided below, the person shall be the record owner of such Shares and shall have all the rights of a shareholder with respect to such Shares (except to the extent that the escrow agreement, if any, or the Agreement specifically provides otherwise), including the right to vote and the right to receive dividends or other distributions made or paid with respect to such Shares. Any certificate or certificates representing Shares of Restricted Stock shall bear a legend similar to the following:

The shares represented by this certificate have been issued pursuant to the terms of the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan and may not be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of in any manner except as set forth in the terms of the agreement embodying the award of such shares dated ____________________, _____.

In order to enforce the restrictions, terms and conditions that may be applicable to a person’s Shares of Restricted Stock, the Committee may require the person, upon the receipt of a certificate or certificates representing such Shares or the issuance of such Shares in book-entry form, or at any time thereafter, to deposit such certificate or certificates, together with stock powers and other instruments of transfer, appropriately endorsed in blank, with the Company or an escrow agent designated by the Company under an escrow agreement, or to enter into an escrow agreement pertaining to Shares issued in book-entry form, in such form as by the Committee shall prescribe.

After the satisfaction of the restrictions, terms and conditions set by the Committee at the time of an award of Restricted Stock to a person, the Share certificate legend set forth above and any similar

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evidence of a transfer restriction applicable to a Share issued in book-entry form shall be removed with respect to the number of Shares that are no longer subject to such restrictions, terms and conditions.

The Committee shall have the authority (and the Agreement evidencing an award of Restricted Stock may so provide) to cancel all or any portion of any outstanding restrictions prior to the expiration of such restrictions with respect to any or all of the Shares of Restricted Stock awarded to a person hereunder on such terms and conditions as the Committee may deem appropriate, provided that such cancellation does not cause any Shares of Restricted Stock that were awarded as a Performance Award to fail to be qualified performance-based compensation within the meaning of Treasury Regulation Section 1.162-27(e).

(c) Unless otherwise provided by the Committee in the Agreement pertaining to an award of Restricted Stock, if the a person to whom such Restricted Stock has been awarded ceases to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, for any reason, prior to the satisfaction of any terms and conditions of an award, any Restricted Stock remaining subject to restrictions shall thereupon be forfeited by the person and transferred to, and reacquired by, the Company or an Affiliate at no cost to the Company or the Affiliate; provided, however, if the cessation is due to the person’s death, Disability or Retirement, the Committee may, in its sole and absolute discretion, deem that the terms and conditions have been met for all or part of such remaining portion (except such discretionary authority shall not extend to any Shares of Restricted Stock that were awarded as a Performance Award if such discretion would cause the award to fail to be qualified performance-based compensation within the meaning of Treasury Regulation Section 1.162-27(e)). In the event of such forfeiture, the person, or in the event of his death, his personal representative, shall forthwith deliver to the Secretary of the Company the certificates for the Shares of Restricted Stock remaining subject to such restrictions, accompanied by such instruments of transfer, if any, as may reasonably be required by the Secretary of the Company.

(d) In case of any consolidation or merger of another corporation into the Company in which the Company is the surviving corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), to the extent the Committee determines that such is necessary to reflect such corporate action, the Committee shall take such further actions, if any, as it determines to be appropriate to provide that Restricted Stock shall take the form of the kind and amount of shares of stock and other securities (including those of any new direct or indirect parent of the Company), property, cash or any combination thereof receivable upon such consolidation or merger.

Section 15. Performance Awards

(a) The Options and SARs granted pursuant to the Plan are granted under terms that are designed to provide for the payment of qualified performance-based compensation within the meaning of Treasury Regulation section 1.162-27(e). In addition, at the time of awarding any Restricted Stock award or Cash Award the Committee may, in its sole and absolute discretion, and subject to the limitations on Shares and amounts applicable thereto, designate such award to be a Performance Award that is intended to satisfy the requirements for the payment of qualified performance-based compensation within the meaning of Treasury Regulation section 1.162-27(e) (such requirements the “162(m) Requirements”). The compensation payable under Performance Awards shall be provided or paid solely on account of the attainment of one or more preestablished, objective performance goals during a specified performance period that shall not be shorter than one year, and shall comply with the 162(m) Requirements.

(b) Each Agreement embodying a Performance Award shall set forth (i) the maximum amount that may be earned thereunder in the form of cash or Shares, as applicable, (ii) the performance goal or goals and level of achievement applicable to such Performance Award, (iii) the performance period over which performance is to be measured, and (iv) such other terms and conditions as the Committee may determine

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that are not inconsistent with the Plan or the 162(m) Requirements.

(c) The performance goal or goals for a Performance Award shall be established in writing by the Committee based on one or more performance goals as set forth in this Section 15 not later than 90 days after commencement of the performance period with respect to such award, provided that the outcome of the performance in respect of the goal or goals remains substantially uncertain as of such time. At the time of the award of a Performance Award, and to the extent permitted under Section 162(m) of the Code and the Treasury regulations and other guidance promulgated thereunder, the Committee may provide for the manner in which the performance goals will be measured in light of specified corporate transactions, extraordinary events, accounting changes and other similar occurrences.

(d) The performance goal or goals to be used for the purposes of Performance Awards may be described in terms of objectives that are related to the particular eligible employee to whom the award is being made, or objectives that are Company-wide or related to a subsidiary, division, department, region, function or business unit of the Company in which such person is employed or with respect to which such person performs services, and may consist of one or more or any combination of the following criteria: (a) an amount or level of earnings or cash flow, (b) earnings or cash flow per share (whether on a pre-tax, after-tax, operational or other basis), (c) return on equity or assets, (d) return on capital or invested capital and other related financial measures, (e) cash flow or EBITDA, (f) revenues, (g) income, net income or operating income, (h) expenses or costs or expense levels or cost levels (absolute or per unit), (i) proceeds of sale or other disposition, (j) share price, (k) total shareholder return, (l) operating profit, (m) profit margin, (n) capital expenditures, (o) net borrowing, debt leverage levels, credit quality or debt ratings, (p) the accomplishment of mergers, acquisitions, dispositions, or similar business transactions, (q) net asset value per share, (r) economic value added, (s) individual business objectives, (t) growth in reserves or production, (u) finding and development costs, and/or (v) safety results. The performance goals based on these performance measures may be made relative to the performance of peers or other business entities.

(e) Prior to the payment of any compensation pursuant to a Performance Award, the Committee shall certify in writing that the applicable performance goal or goals and other material terms of the Award have been satisfied. The Committee in its sole and absolute discretion shall have the authority to reduce, but not to increase, the amount payable in cash and the number of Shares to be issued, retained or vested pursuant to a Performance Award.

Section 16. Cash Awards

The Committee may, in its sole and absolute discretion, award Cash Awards to such persons as it shall select from among those persons who are eligible under Section 5 of the Plan to receive Cash Awards. A Cash Award shall provide for the payment of a cash bonus upon the achievement of specified performance goals. A Cash Award may be a Performance Award or an award that is not a Performance Award. The Committee shall specify the terms, conditions, restrictions and limitations that apply to a Cash Award (which need not be identical among the persons to whom such awards are made). Any provision of this Plan to the contrary notwithstanding, the maximum amount that may be paid under all Cash Awards awarded to any one person pursuant to this Plan during any one calendar year shall not exceed $4,000,000. The Committee’s authority and discretion to grant Cash Awards pursuant to this Plan is not intended to and does not replace, modify, limit or otherwise affect the ability of the Company and its Affiliates to pay or make grants of compensation under other programs and arrangements of the Company and its Affiliates, including without limitation the Company’s annual short-term incentive plans.

Section 17. Changes in Company’s Shares and Certain Corporate Transactions

If at any time while the Plan is in effect there shall be any increase or decrease in the number of issued and outstanding Shares of the Company effected without receipt of consideration therefor by the Company, through the declaration of a stock dividend or through any recapitalization or merger or

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otherwise in which the Company is the surviving corporation, resulting in a stock split-up, combination or exchange of Shares of the Company, then and in each such event:

(a) An appropriate adjustment shall be made in the maximum number of Shares then subject to being optioned or awarded as Restricted Stock under the Plan, to the end that the same proportion of the Company’s issued and outstanding Shares shall continue to be subject to being so optioned and awarded;

(b) Appropriate adjustment shall be made in the number of Shares and the option price per Share thereof then subject to purchase pursuant to each Option previously granted and then outstanding, to the end that the same proportion of the Company’s issued and outstanding Shares in each such instance shall remain subject to purchase at the same aggregate option price; and

(c) In the case of Incentive Options, any such adjustments shall in all respects satisfy the requirements of Section 424(a) of the Code and the Treasury regulations and other guidance promulgated thereunder. In the case of Nonqualified Options, any such adjustments shall in all respects satisfy the requirements applicable to stock rights that are exempt from the application of Section 409A of the Code.

Except as is otherwise expressly provided herein, the issue by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of or option price of Shares then subject to outstanding Options granted under the Plan. Furthermore, the presence of outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities or preferred stock that would rank above the Shares subject to outstanding Options granted under the Plan; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. All adjustments made pursuant to this Section 17 or any other provision of this Plan shall be made in a manner that satisfies the requirements for such adjustments under Sections 409A and 424 of the Code, as applicable, and the Treasury regulations and other guidance promulgated thereunder.

Section 18. Effective Date

The Plan was originally adopted by the Board on January 28, 1992, and has been amended by the Board and approved by the shareholders of the Company at various times thereafter. This amendment and restatement of the Plan was adopted by the Board on March 17, 2011, and will become effective as of April 26, 2011, if this amendment and restatement of the Plan is approved by the shareholders of the Company by at least a majority of votes cast (including abstentions to the extent abstentions are counted as voting under applicable State law) at a duly held meeting of the shareholders of the Company to be held on April 26, 2011 at which a quorum representing a majority of outstanding Shares entitled to vote is, either in person or by proxy, present and voting on the Plan. If this amendment and restatement of the Plan is not so approved at such meeting, then the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan as in effect immediately prior to such meeting shall remain in effect.

Section 19. Amendment, Suspension or Termination

The Board may at any time amend, suspend or terminate the Plan; provided, however, that after the shareholders have approved and ratified the Plan in accordance with Section 18 of the Plan, the Board may not, without approval of the shareholders of the Company, amend the Plan so as to (a) increase the maximum number of Shares subject thereto, as specified in Sections 4(a) and 17 of the Plan, (b) reduce the option price for Shares covered by Options granted hereunder below the price specified in Section 8 of

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the Plan, or (c) permit the “repricing” of Options and any SARs that relate to such new Options, or permit the cancellation of “underwater” Options and any SARs that relate to such Options in return for cash or other consideration, in contravention of Section 13 of the Plan; and provided further, that the Board may not, without the consent of the holder thereof, amend or cancel any outstanding Agreement in a manner that adversely affects the holder thereof in a material way.

Section 20. Requirements of Law

Notwithstanding anything contained herein or in any Agreement to the contrary, the Company shall not be required to sell or issue Shares under any Option or SAR if the issuance thereof would constitute a violation by the Optionee or the Company of any provision of any law or regulation of any governmental authority or any national securities exchange; and as a condition of any sale or issuance of Shares upon exercise of an Option or SAR, the Company may require such agreements or undertakings, if any, as the Company may deem necessary or advisable to assure compliance with any such law or regulation.

Section 21. General

(a) The proceeds received by the Company from the sale of Shares pursuant to Options shall be used for general corporate purposes.

(b) Nothing contained in the Plan or in any Agreement shall confer upon any Optionee or recipient of Restricted Stock the right to continue in the employ of the Company or any Affiliate, or interfere in any way with the rights of the Company or any Affiliate to terminate his employment at any time, with or without cause.

(c) Neither the members of the Board nor any member of the Committee shall be liable for any act, omission or determination taken or made in good faith with respect to the Plan or any Option and any SARs that relate to such Option granted hereunder or any Restricted Stock, Cash Award or Performance Award awarded hereunder; and the members of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expenses (including counsel fees) arising therefrom to the full extent permitted by law and under any directors’ and officers’ liability or similar insurance coverage that may be in effect from time to time.

(d) Any payment of cash or any issuance or transfer of Shares to an exercising Optionee or permitted transferee, or to his legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Committee may require an exercising Optionee or permitted transferee, legal representative, heir, legatee or distributee, as a condition precedent to such payment, to execute a release and receipt therefor in such form as it shall determine.

(e) Neither the Committee, the Board nor the Company guarantees the Shares from loss or depreciation.

(f) All expenses incident to the administration, termination or protection of the Plan, including, but not limited to, legal and accounting fees, shall be paid by the Company or its Affiliates.

(g) Records of the Company and its Affiliates regarding a person’s period of employment, termination of employment and the reason therefor, leaves of absence, re-employment and other matters shall be conclusive for all purposes hereunder, unless determined by the Committee to be incorrect.

(h) Any action required of the Company shall be by resolution of its Board or by a person authorized to act by resolution of the Board. Any action required of the Committee shall be by resolution of the Committee or by a person authorized to act by resolution of the Committee.

(i) If any provision of the Plan or any Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan or such Agreement, as the case may be, but such provision shall be fully severable and the Plan or such Agreement, as the case may be, shall be construed and enforced as if the illegal or invalid provision had never been included herein or

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therein.

(j) Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company, an Optionee or a recipient of Restricted Stock may change, at any time and from time to time, by written notice to the other, the address that it or he had theretofore specified for receiving notices. Until changed in accordance herewith, the Company and each Optionee and recipient of Restricted Stock shall specify as its and his address for receiving notices the address set forth in the Agreement pertaining to the Shares to which such notice relates.

(k) Any person entitled to notice hereunder may waive such notice.

(l) The Plan shall be binding upon the Optionee or the recipient of Restricted Stock or a Cash Award, his or her heirs, legatees, distributees, legal representatives and permitted transferees, upon the Company, its successors and assigns, and upon the Committee, and its successors.

(m) The titles and headings of Sections and paragraphs are included for convenience of reference only and are not to be considered in the construction of the provisions hereof.

(n) All questions arising with respect to the provisions of the Plan shall be determined by application of the laws of the State of Texas except to the extent Texas law is preempted by Federal law.

(o) Words used in the masculine shall apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural.

(p) The compensation payable by the Company to or with respect to an Optionee or awardee pursuant to this Plan is intended to be compensation that is not subject to the tax imposed by Section 409A of the Code, and the Plan and Agreements shall be administered and construed to the fullest extent possible to reflect and implement such intent; provided, however, that any provision of this Plan or an Agreement to the contrary notwithstanding, the Committee, the Company and its Affiliates and their respective directors, officers, employees and agents do not guarantee any particular tax treatment with respect to the compensation payable pursuant to the Plan or an Agreement, and shall not be responsible or liable for any such treatment.

(q) Except as provided in Section 10, no right or interest of an Optionee or an awardee under any Restricted Stock award, Cash Award or Performance Award may be assigned, transferred or alienated, in whole or in part, either directly or by operation of law (except, with respect to awards other than Incentive Options, pursuant to a qualified domestic relations order within the meaning of Section 414(p) of the Code or a similar domestic relations order under applicable foreign law), and no such right or interest shall be liable for or subject to any debt, obligation or liability of such Optionee or awardee.

(r) Any provision of this Plan to the contrary notwithstanding, any provision in this Plan setting forth a requirement for delivery of a written notice, agreement, consent, acknowledgement, or other documentation in writing, including a written signature, may be satisfied by electronic delivery of such notice, agreement, consent, acknowledgment, or other documentation, in a manner that the Committee has prescribed or that is otherwise acceptable to the Committee, provided that evidence of the intended recipient’s receipt of the electronic delivery is available to the Committee and that such delivery is not prohibited by applicable laws and regulations.

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Section 22. UK Sub-Plan

Any provision of this Plan to the contrary notwithstanding, the Committee may grant to the employees of the Company or one of its Affiliates whose compensation from the Company or such Affiliate is subject to taxation under the laws of the United Kingdom Options which (i) will terminate one year after the Optionee’s death, (ii) cannot be transferred to a permitted transferee pursuant to the provisions of Section 10, (iii) cannot be exercised using a means of payment other than cash or a certified check or cashier’s check, and (iv) will not be adjusted pursuant to Section 17 without the approval of the Board of Inland Revenue of the United Kingdom.

IN WITNESS WHEREOF, this amendment and restatement of the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan has been executed by the Company on this 27th day of April, 2011, to be effective as provided in Section 18 above.

NOBLE ENERGY, INC.
By:	/s/ Charles D. Davidson
	Charles D. Davidson
	Chairman and Chief Executive Officer

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NOBLE ENERGY, INC.

APPENDIX A – ISRAEL

TO THE 1992 STOCK OPTION AND RESTRICTED STOCK PLAN

(As Amended and Restated Effective April 26, 2011)

PREAMBLE

1.    GENERAL

1.1 This appendix (the “Appendix”) shall apply only to persons eligible for the Plan who are residents of the state of Israel or those who are deemed to be residents of the state of Israel for the payment of tax.

1.2 This Appendix is in accordance with and in continuation of the Noble Energy, Inc. (the "Company") 1992 Stock Option and Restricted Stock Plan (as amended and restated effective April 26, 2011) (the "Plan"). All the provisions specified hereunder shall form an integral part of the Plan.

1.3 This Appendix is effective with respect to Awards (as such term is defined hereunder) granted after the enactment of Amendment no. 132 of the Israeli Tax Ordinance, entering into force as of January 1, 2003.

1.4 This Appendix is to be read as a continuation of the Plan, and modifies only Awards granted to Israeli Participants (as such term is defined hereunder) so that they comply with the requirements set by the Israeli law in general, and in particular with the provisions of Section 102 (as specified herein), as may be amended or replaced from time to time. For the avoidance of doubt, this Appendix does not add to or modify Plan in respect of any other category of participants and no provision herein is intended to expand the group of eligible individuals who can receive awards, increase the size or amount of awards, or expand the types of awards otherwise available under the Plan. No person shall be granted an Award under this Appendix who is not otherwise eligible to receive an Award of such type pursuant to the provisions of the Plan.

1.5 The Plan and this Appendix are complimentary to each other and shall be deemed as one. No provision of this Appendix is intended to, nor shall it be interpreted to, increase the maximum number of Shares subject to the Plan, reduce the option price for Shares covered by Options granted under the Plan, or make any other amendment to the Plan that would require the approval of shareholders of the Company pursuant to Section 19 of the Plan or otherwise.

1.6 Any capitalized terms not specifically defined in this Appendix shall be construed according to the interpretation given to it in the Plan.

2.    DEFINITION

2.1 “Affiliate” means any “employing company” within the meaning of Section 102(a) of the Ordinance.

2.2 “Approved 102 Award” means an Award granted pursuant to Section 102(b) of the Ordinance and deposited with a Trustee (or supervised by a Supervisory Trustee subject to a Supervisory Trustee Ruling) for the benefit of the Israeli Participant.

2.3 “Award” means any award of Option, Restricted Stock, SARs in Shares, Performance Awards in Shares, granted under the Plan to an Israeli Participant.

2.4 “102 Award” means any Award granted to Employees pursuant to Section 102 of the Ordinance.

2.5 "Award Agreement" means the written agreement between the Company and the Israeli Participant evidencing the grant of a 102 Award or a 3(i) Option, the terms and conditions applicable to such award and the understanding of the parties with respect thereto.

2.6 “Capital Gain Award” or “CGA” means an Approved 102 Award elected and designated by the Company to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) of the Ordinance.

2.7 "Company" means Noble Energy Inc., a Delaware corporation.

2.8 “Controlling Shareholder” shall have the meaning ascribed to it in Section 32(9) of the Ordinance.

2.9 “Employee” means a person who is employed by the Company or its Affiliates, including an individual who is serving as a director or an office holder, but excluding any Controlling Shareholder, consultant, adviser or service provider.

2.10 "Israeli Participant" means any eligible Employee or Controlling Shareholder who has been granted an Award under the Plan and this Appendix.

2.11 “ITA” means the Israeli Tax Authorities.

2.12 "3(i) Option" means an option granted pursuant to Section 3(i) of the Ordinance to any person who is a Controlling Shareholder.

2.13 “Ordinary Income Award” or “OIA” means an Approved 102 Award elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance.

2.14 “Ordinance” means the Israeli Income Tax Ordinance [New Version] 1961, as now in effect or as hereafter amended.

2.15 "Performance Awards in Shares" means any Restricted Stock award granted under the Plan and this Appendix entitling the Israeli Participant to receive payment only in Shares in accordance with and subject to Section 15 of the Plan.

2.16 "SARs in Shares" means stock appreciation rights granted under the Plan and this Appendix entitling the Israeli Participant to receive payment only in Shares in accordance with and subject to Section 7 of the Plan.

2.17 “Section 102” means section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended or any regulations, rules or orders or procedures promulgated thereunder.

2.18 “Trustee” means any individual approved by the ITA appointed by the Company to serve as a trustee , all in accordance with the provisions of Section 102(a) of the Ordinance. In the event of obtaining a ruling from the ITA regarding a Supervisory Trustee mechanism (the: "Supervisory Trustee Ruling"), the Trustee will be regarded as a "Supervisory Trustee", all in accordance with and subject to the terms and conditions of the Supervisory Trustee Ruling.

2.19 “Unapproved 102 Award” means an Award granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee.    

3.    ISSUANCE OF AWARDS

3.1 The persons eligible for participation in the Plan and this Appendix as Israeli Participants shall include any Employees and/or Controlling Shareholder of the Company or of any Affiliate who are otherwise eligible for participation in the Plan without regard to this Appendix; provided, however, that Employees may only be granted 102 Awards and Controlling Shareholders may only be granted 3(i) Options.

3.2 The Company may designate Awards granted to Employees pursuant to Section 102 as Unapproved 102 Awards or Approved 102 Awards.

3.3 The grant of Approved 102 Awards shall be made under this Appendix, and shall be conditioned upon the approval of this Appendix by the ITA.

3.4 Approved 102 Awards may either be classified as CGAs or OIAs.

3.5 No Approved 102 Awards may be granted under this Appendix to any eligible Employee unless and until the Company’s election of the type of Approved 102 Awards as CGA or OIA granted to Employees (the “Election”) is appropriately filed with the ITA. The Election shall become effective beginning the first grant date of an Approved 102 Award under this Appendix and shall remain in effect at least until the end of the year following the year during which the Company first granted Approved 102 Awards. The Election shall obligate the Company to grant only the type of Approved 102 Award it has elected, and shall apply to all Israeli Participants who were granted Approved 102 Awards during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, the Election shall not prevent the Company from granting Unapproved 102 Awards simultaneously.

3.6 All Approved 102 Awards must be held by a Trustee, as described in Section 4 below; provided, however, that for all purposes of this Appendix and the Plan including without limitation Section 4 below, any and all references in this Appendix to an Award being held by or deposited with a Trustee or Supervisory Trustee, or being held in Trust, shall refer merely to the administration of the Award for purposes of this Appendix and no such Trustee or Supervisory Trustee shall have legal ownership of or hold title to any such Award and no transfer, assignment or conveyance shall occur with respect to any Award on account of the Trustee or Supervisory Trustee provisions of this Appendix.

3.7 For the avoidance of doubt, the designation of Unapproved 102 Awards and Approved 102 Awards shall be subject to the terms and conditions set forth in Section 102.

4.    TRUSTEE

4.1 Approved 102 Awards which shall be granted under this Appendix and/or any shares of Common Stock allocated or issued upon exercise of such Approved 102 Awards and/or other shares of Common Stock received subsequently following any realization of rights, including without limitation bonus shares, shall bedeposited with a Trustee for the benefit of the Employees, or as otherwise determined pursuant to a Supervisory Trustee Ruling,for such period of time as required by Section 102 (the “Holding Period”). In the case the requirements for Approved 102 Awards are not met, then the Approved 102 Awards are to be regarded as Unapproved 102 Awards, all in accordance with the provisions of Section 102.

4.2 Notwithstanding anything to the contrary, the Trustee shall not release any shares of Common Stock deposited upon exercise of Approved 102 Awards prior to the full payment of the Employee’s tax liabilities arising from Approved 102 Awards which were granted to him and/or any shares of Common Stock allocated or issued upon exercise of such Awards. In the event of a Supervisory Trustee Ruling, this provision shall be subject to and apply in accordance with the terms and conditions of the said ruling.

4.3 With respect to any Approved 102 Award, subject to the provisions of Section 102, an Employee shall not dispose of any Share received upon the exercise of an Approved 102 Award and/or any share received subsequently following any realization of rights, including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102. In the event of a Supervisory Trustee Ruling, this provision shall be subject to and apply in accordance with the terms and conditions of the said ruling. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such Employee.

4.4 Upon receipt of Approved 102 Award, the Employee will sign an undertaking to release the Trustee from any liability in respect of any action or decision duly taken and bona fide executed in relation with this Appendix, or any Approved 102 Award or Ordinary Share granted to him thereunder.

5.    THE AWARDS

The terms and conditions upon which the Awards shall be issued and exercised shall be as specified in the Award Agreement to be executed pursuant to the Plan and to this Appendix. Each Award Agreement shall state, inter alia, the number of shares of common stock to which the Award relates, the type of Award granted thereunder (whether a CGA, OIA, Unapproved 102 Award or 3(i) Option), the vesting provisions and the exercise price (if applicable).

6.    FAIR MARKET VALUE

Solely for the purpose of determining the tax liability in Israel pursuant to Section 102(b)(3) of the Ordinance, if at the date of grant the Company’s shares are listed on any established stock exchange or a national market system or if the Company’s shares will be registered for trading within ninety (90) days following the date of grant of the CGAs, the fair market value of the Shares at the date of grant shall be determined in accordance with the average value of the Company’s shares on the thirty (30) trading days preceding the date of grant or on the thirty (30) trading days following the date of registration for trading, as the case may be. For all other purposes of the Plan, including without limitation determining fair market value for tax purposes in the United States or other jurisdictions outside of Israel, fair market value shall be determined in accordance

with the Plan provisions or other applicable law without regard to this Appendix.

7.    EXERCISE OF AWARDS

Awards shall be exercised by the Israeli Participant by following the procedures set forth in the Plan and their Award Agreements and, if applicable, in accordance with the requirements of Section 102. In the event of a Supervisory Trustee Ruling, this provision shall be subject to and apply in accordance with the terms and conditions of the said ruling.

8.    ASSIGNABILITY AND SALE OF AWARDS

Notwithstanding anything to the contrary in Section 10 of the Plan and in addition thereto, only with respect to Awards governed under this Appendix, as long as Awards or Shares of common stock purchased pursuant to thereto are deposited with the Trustee on behalf of the Israeli Participant, all rights of the Israeli Participant over the Shares are personal, and cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution. In the event of a Supervisory Trustee Ruling, this provision shall be subject to and apply in accordance with the terms and conditions of the said ruling.

9.    INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICER’S PERMIT

With regards to Approved 102 Awards, the provisions of the Plan and/or the Appendix and/or the Award Agreement shall be subject to the provisions of Section 102 and the Tax Assessing Officer’s permit, and the said provisions and permit shall be deemed an integral part of the Plan, the Appendix and the Award Agreement.

10.    DIVIDEND

With respect to all Shares of common stock (but excluding, for avoidance of any doubt, any unexercised Awards) issued upon the exercise of stock option Awards by the Israeli Participant and held by the Israeli Participant or by the Trustee, as the case may be, the Israeli Participant shall be entitled to receive dividends in accordance with the quantity of such Shares, subject to the provisions of the Company’s certificate of incorporation (and all amendments thereto) and subject to any applicable taxation on distribution of dividends, and when applicable subject to the provisions of Section 102. In the event of a Supervisory Trustee Ruling, this provision shall apply accordingly to the terms of the said ruling.

11.    TAX CONSEQUENCES

11.1 Any tax consequences arising from the grant or exercise of any Award, from the payment for Shares covered thereby or from any other event or act (of the Company, and/or its Affiliates, and the Trustee or the Israeli Participant), hereunder, shall be borne solely by the Israeli Participant. The Company and/or its Affiliates and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Israeli Participant shall agree to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Israeli Participant.

11.2 The Company and/or, when applicable, the Trustee shall not be required to release any share certificate to an Israeli Participant until all required payments have been fully made.

11.3 With respect to Unapproved 102 Award, if the Israeli Participant ceases to be employed by the Company or any Affiliate, the Israeli Participant shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of sale of Shares, all in accordance with the provisions of Section 102.

12.GOVERNING LAW & JURISDICTION

This Appendix shall be governed by and construed and enforced in accordance with the laws of the State of Texas applicable to contracts made and to be performed therein, without giving effect to the principles of conflict of laws.

EX-12.1

Exhibit 12.1

Noble Energy, Inc.

Calculation of Ratio of Earnings to Fixed Charges

	Six Months Ended			Year Ended
	June 30,			December 31,
	2013			2012			2011			2010			2009			2008
(millions)
Income (Loss) From Continuing Operations Before Income Tax and Income From Equity Investees	708			1,170			309			730			(410		)	1,598
Add (Deduct)
Fixed Charges	142			288			207			148			136			109
Capitalized Interest	(77		)	(151		)	(132		)	(67		)	(45		)	(33		)
Distributed Income From Equity Investees	84			204			225			139			92			221
Earnings as Defined	857			1,511			609			950			(227		)	1,895
Net Interest Expense	58			125			65			72			84			69
Capitalized Interest	77			151			132			67			45			33
Interest Portion of Rental Expense	7			12			10			9			7			7
Fixed Charges as Defined	$	142		$	288		$	207		$	148		$	136		$	109
Ratio of Earnings to Fixed Charges	6.0			5.2			2.9			6.4			—			17.4
Amount by Which Earnings Were Insufficient to Cover Fixed Charges	$	—		$	—		$	—		$	—		$	(363	)	$	—

EX-31.1

Exhibit 31.1

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. Section 7241)

I, Charles D. Davidson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Noble Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	July 25, 2013
/s/ Charles D. Davidson
Charles D. Davidson
Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. Section 7241)

I, Kenneth M. Fisher, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Noble Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	July 25, 2013
/s/ Kenneth M. Fisher
Kenneth M. Fisher
Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. Section 1350)

In connection with the accompanying Quarterly Report of Noble Energy, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2013 (the “Report”), I, Charles D. Davidson, Chief Executive Officer of the Company, hereby certify that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	July 25, 2013	/s/ Charles D. Davidson
		Charles D. Davidson
		Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. Section 1350)

In connection with the accompanying Quarterly Report of Noble Energy, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2013 (the “Report”), I, Kenneth M. Fisher, Chief Financial Officer of the Company, hereby certify that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	July 25, 2013	/s/ Kenneth M. Fisher
		Kenneth M. Fisher
		Chief Financial Officer

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Basic and Diluted Earnings Per Share

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Basic and Diluted Earnings Per Share

Earnings Per Share

Basic earnings per share of common stock is computed using the weighted average number of shares of common stock outstanding during each period. The diluted earnings per share of common stock include the effect of outstanding stock options, shares of restricted stock, or shares of our common stock held in a rabbi trust (when dilutive). The following table summarizes the calculation of basic and diluted earnings per share:

	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013		2012
(millions, except per share amounts)
Income from Continuing Operations	$	358	$	275		$	590	$	524
Earnings Adjustment from Assumed Conversion of Dilutive Shares of Common Stock in Rabbi Trust (1)	—		(7		)	—		(5		)
Income from Continuing Operations Used for Diluted Earnings Per Share Calculation	$	358	$	268		$	590	$	519
Weighted Average Number of Shares Outstanding, Basic	359		356			358		355
Incremental Shares From Assumed Conversion of Dilutive Stock Options, Restricted Stock and Shares of Common Stock in Rabbi Trust	4		5			4		5
Weighted Average Number of Shares Outstanding, Diluted	363		361			362		360
Earnings from Continuing Operations Per Share, Basic	$	1.00	$	0.77		$	1.64	$	1.47
Earnings from Continuing Operations Per Share, Diluted	0.99		0.74			1.63		1.44
Number of antidilutive stock options, shares of restricted stock and shares of common stock in rabbi trust excluded from calculation above	5		5			5		5

⁽¹⁾  Consistent with GAAP, when dilutive, deferred compensation gains or losses, net of tax, are excluded from net income while our common shares held in the rabbi trust are included in the diluted share count. For this reason, the diluted earnings per share calculations for the three and six months ended June 30, 2012 exclude deferred compensation gains.

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Consolidated Balance Sheets (unaudited) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current Assets
Cash and Cash Equivalents	$ 706	$ 1,387
Accounts Receivable, Net	847	964
Other Current Assets	358	420
Total Current Assets	1,911	2,771
Property, Plant and Equipment
Oil and Gas Properties (Successful Efforts Method of Accounting)	21,023	19,496
Property, Plant and Equipment, Other	460	344
Total Property, Plant and Equipment, Gross	21,483	19,840
Accumulated Depreciation, Depletion and Amortization	(6,730)	(6,289)
Total Property, Plant and Equipment, Net	14,753	13,551
Goodwill	631	635
Other Noncurrent Assets	703	597
Total Assets	17,998	17,554
Current Liabilities
Accounts Payable - Trade	1,370	1,508
Other Current Liabilities	1,123	1,024
Total Current Liabilities	2,493	2,532
Long-Term Debt	3,547	3,736
Deferred Income Taxes, Noncurrent	2,269	2,218
Other Noncurrent Liabilities	814	810
Total Liabilities	9,123	9,296
Commitments and Contingencies
Shareholders’ Equity
Preferred Stock - Par Value $1.00 per share; 4 Million Shares Authorized, None Issued	0	0
Common Stock - Par Value $0.01 per share; 500 Million Shares Authorized; 399 Million and 397 Million Shares Issued, respectively	4	4
Additional Paid in Capital	3,383	3,302
Accumulated Other Comprehensive Loss	(106)	(113)
Treasury Stock, at Cost; 38 Million Shares	(662)	(648)
Retained Earnings	6,256	5,713
Total Shareholders’ Equity	8,875	8,258
Total Liabilities and Shareholders’ Equity	$ 17,998	$ 17,554

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Basis of Presentation

6 Months Ended

Jun. 30, 2013

Basis of Presentation [Abstract]

Basis of Presentation

Basis of Presentation

Presentation   The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the US (US GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. The accompanying consolidated financial statements at June 30, 2013 and December 31, 2012 and for the three and six months ended June 30, 2013 and 2012 contain all normally recurring adjustments considered necessary for a fair presentation of our financial position, results of operations, cash flows and shareholders’ equity for such periods. Operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Certain reclassifications of amounts previously reported have been made to reflect the operations of our North Sea geographical segment as discontinued, as well as to conform to current year presentations. See Note 3. Divestitures.

These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2012.

Consolidation   Our consolidated accounts include our accounts and the accounts of our wholly-owned subsidiaries.  In addition, we use the equity method of accounting for investments in entities that we do not control but over which we exert significant influence. All significant intercompany balances and transactions have been eliminated upon consolidation.

Common Stock Split   On April 22, 2013, Noble Energy’s Board of Directors approved a 2-for-1 split of its common stock to be effected in the form of a stock dividend. The stock dividend was distributed on May 28, 2013 to shareholders of record as of May 14, 2013. Earnings per share and common shares outstanding are reported giving retrospective effect to the common stock split.

Estimates   The preparation of consolidated financial statements in conformity with US GAAP requires us to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment.

Statements of Operations Information   Other statements of operations information is as follows: 

	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013			2012
(millions)
Production Expense
Lease Operating Expense	$	140	$	100		$	257		$	205
Production and Ad Valorem Taxes	43		44			86			81
Transportation and Gathering Expense	27		24			55			45
Total	$	210	$	168		$	398		$	331
Other Operating (Income) Expense, Net
Gain on Divestitures (1)	$	—	$	(9	)	$	(12	)	$	(9	)
Asset Impairments (2)	—		73			—			73
Other, Net	16		7			20			19
Total	$	16	$	71		$	8		$	83
Other Non-Operating (Income) Expense, Net
Deferred Compensation (Income) Expense (3)	$	3	$	(11	)	$	14		$	(8	)
Other (Income) Expense, Net	—		8			(2		)	5
Total	$	3	$	(3	)	$	12		$	(3	)

⁽¹⁾  See Note3. Divestitures

⁽²⁾  Amounts for 2012 related primarily to our South Raton development in the deepwater Gulf of Mexico and our Piceance development, onshore US. The assets were written down to their estimated fair values, which were determined using discounted cash flow models.

⁽³⁾  Amounts represent increases (decreases) in the fair value of shares of our common stock held in a rabbi trust.

Balance Sheet Information   Other balance sheet information is as follows:

	June 30, 2013			December 31, 2012
(millions)
Accounts Receivable, Net
Commodity Sales	$	383		$	349
Joint Interest Billings	406			486
Other	68			139
Allowance for Doubtful Accounts	(10		)	(10		)
Total	$	847		$	964
Other Current Assets
Inventories, Current	$	109		$	90
Commodity Derivative Assets	72			63
Deferred Income Taxes, Net	45			106
Probable Insurance Claims (1)	—			45
Assets Held for Sale (2)	37			45
Prepaid Expenses and Other Current Assets	95			71
Total	$	358		$	420
Other Noncurrent Assets
Equity Method Investments	$	410		$	367
Mutual Fund Investments	110			103
Commodity Derivative Assets	95			21
Other Assets	88			106
Total	$	703		$	597
Other Current Liabilities
Production and Ad Valorem Taxes	$	100		$	113
Commodity Derivative Liabilities	13			7
Income Taxes Payable	123			203
Asset Retirement Obligations	69			69
Interest Payable	57			55
Current Portion of Long Term Debt (3)	527			324
Current Portion of FPSO and Other Capital Lease Obligations	50			48
Liabilities Associated with Assets Held for Sale (2)	42			12
Other	142			193
Total	$	1,123		$	1,024
Other Noncurrent Liabilities
Deferred Compensation Liabilities	$	252		$	229
Asset Retirement Obligations	346			333
Accrued Benefit Costs	119			116
Other	97			132
Total	$	814		$	810

⁽¹⁾  Amounts represent the costs incurred to date of the Leviathan-2 appraisal well and expected well abandonment costs in excess of the insurance deductible less insurance proceeds received to date.

⁽²⁾  Assets held for sale consist primarily of North Sea oil and gas properties. Liabilities associated with assets held for sale consist primarily of asset retirement obligations related to these assets. See Note 3. Divestitures.

⁽³⁾  See Note5. Debt.

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Debt (Tables)

6 Months Ended

Jun. 30, 2013

Debt [Abstract]

Debt

Our debt consists of the following:

	June 30, 2013						December 31, 2012
	Debt			Interest Rate			Debt			Interest Rate
(millions, except percentages)
Credit Facility, due October 14, 2016 (1)	$	—		—			$	—		—
CONSOL Installment Payment, due September 30, 2013	328			1.79	%	(2)	328			1.79	%	(2)
FPSO and Other Capital Lease Obligations	324			—			311			—
5¼% Senior Notes, due April 15, 2014	200			5.25	%		200			5.25	%
8¼% Senior Notes, due March 1, 2019	1,000			8.25	%		1,000			8.25	%
4.15% Senior Notes, due December 15, 2021	1,000			4.15	%		1,000			4.15	%
7¼% Senior Notes, due October 15, 2023	100			7.25	%		100			7.25	%
8% Senior Notes, due April 1, 2027	250			8.00	%		250			8.00	%
6% Senior Notes, due March 1, 2041	850			6.00	%		850			6.00	%
7¼% Senior Debentures, due August 1, 2097	84			7.25	%		84			7.25	%
Total	4,136						4,123
Unamortized Discount	(12		)				(15		)
Total Debt, Net of Discount	4,124						4,108
Less Amounts Due Within One Year
Current portion of CONSOL Installment Payment, net of discount	(327		)				(324		)
5¼% Senior Notes, due April 15, 2014, net of discount	(200		)				—
FPSO and Other Capital Lease Obligations	(50		)				(48		)
Long-Term Debt Due After One Year	$	3,547					$	3,736

⁽¹⁾  Our Credit Agreement provides for a $4.0 billion unsecured revolving Credit Facility. The Credit Facility is available for general corporate purposes.

⁽²⁾  Imputed rate based on the prevailing market rates for similar debt instruments at the date of assessment.

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Income Taxes

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The income tax provision relating to continuing operations consists of the following: 

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
(millions)
Current	$	71		$	56		$	108		$	100
Deferred	57			59			106			100
Total Income Tax Provision	$	128		$	115		$	214		$	200
Effective Tax Rate	26.4		%	29.5		%	26.6		%	27.6		%

Our effective tax rate for the first six months of 2013 decreased as compared with the first six months of 2012. This decrease is primarily due to a tax contingency recognized during the second quarter of 2012.

In our major tax jurisdictions, the earliest years remaining open to examination are as follows: US – 2008, Equatorial Guinea – 2008, Israel – 2008 and China –2010.

See Note3. Divestitures for income taxes associated with discontinued operations.

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Fair Value Measurements and Disclosures of Assets and Liabilities Measured on a Nonrecurring Basis (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012		Jun. 30, 2013	Jun. 30, 2012
Asset Impairment Charges [Abstract]
Impairment of Oil and Gas Properties	$ 0	$ 73	[1]	$ 0	$ 73	[1]
Discount Rate for Impairment Model	10.00%	10.00%		10.00%	10.00%
Quoted Prices in Active Markets (Level 1)
Asset Impairment Charges [Abstract]
Impairment of Oil and Gas Properties	0	0		0	0
Significant Other Observable Inputs (Level 2)
Asset Impairment Charges [Abstract]
Impairment of Oil and Gas Properties	0	0		0	0
Significant Unobservable Inputs (Level 3)
Asset Impairment Charges [Abstract]
Impairment of Oil and Gas Properties	0	172		0	172
Net Book Value
Asset Impairment Charges [Abstract]
Impairment of Oil and Gas Properties	$ 0	$ 245		$ 0	$ 245

[1] Amounts for 2012 related primarily to our South Raton development in the deepwater Gulf of Mexico and our Piceance development, onshore US. The assets were written down to their estimated fair values, which were determined using discounted cash flow models.

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Asset Retirement Obligations (Tables)

6 Months Ended

Jun. 30, 2013

Asset Retirement Obligation Disclosure [Abstract]

Changes in Asset Retirement Obligations

Changes in ARO are as follows:

	Six Months Ended June 30,
	2013			2012
(millions)
Asset Retirement Obligations, Beginning Balance	$	402		$	377
Liabilities Incurred	2			23
Liabilities Settled	(10		)	(2		)
Revision of Estimate	7			20
Accretion Expense (1)	14			14
Other	—			(89		)
Asset Retirement Obligations, Ending Balance	$	415		$	343

⁽¹⁾ Accretion expense is included in DD&Aexpense in the consolidated statements ofoperations.

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Capitalized Exploratory Well Costs (Tables)

6 Months Ended

Jun. 30, 2013

Capitalized Exploratory Well Costs [Abstract]

Changes in Capitalized Exploratory Well Costs

Changes in capitalized exploratory well costs are as follows and exclude amounts that were capitalized and subsequently expensed in the same period: 

	Six Months Ended June 30, 2013
(millions)
Capitalized Exploratory Well Costs, Beginning of Period	$	900
Additions to Capitalized Exploratory Well Costs Pending Determination of Proved Reserves	313
Reclassified to Proved Oil and Gas Properties Based on Determination of Proved Reserves	(18		)
Capitalized Exploratory Well Costs Charged to Expense	(3		)
Capitalized Exploratory Well Costs, End of Period	$	1,192

Aging of Capitalized Well Costs

The following table provides an aging of capitalized exploratory well costs based on the date that drilling commenced, and the number of projects that have been capitalized for a period greater than one year: 

	June 30, 2013		December 31, 2012
(millions)
Exploratory Well Costs Capitalized for a Period of One Year or Less	$	523	$	355
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	669		545
Balance at End of Period	$	1,192	$	900
Number of Projects with Exploratory Well Costs That Have Been Capitalized for a Period Greater Than One Year Since Commencement of Drilling	13		14

Aging of Exploratory Well Costs

The following table provides a further aging of those exploratory well costs that have been capitalized for a period greater than one year since the commencement of drilling as of June 30, 2013:

			Suspended Since
	Total		2012		2011		2010 & Prior
(millions)
Country/Project:
Offshore Equatorial Guinea
Carla	$	12	$	—	$	12	$	—
Diega	105		—		46		59
Felicita	36		1		2		33
Yolanda	18		—		1		17
Offshore Cameroon
YoYo	50		5		5		40
Offshore Israel
Leviathan	128		20		67		41
Leviathan-1 Deep	71		43		28		—
Tanin 1	34		2		32		—
Dolphin 1	22		—		22		—
Dalit	22		—		—		22
Offshore Cyprus
Cyprus A-1	65		8		57		—
Deepwater Gulf of Mexico
Gunflint	87		35		—		52
Other
Projects of $10 million or less each	19		10		—		9
Total	$	669	$	124	$	272	$	273

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Derivative Instruments and Hedging Activities (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Derivative Instruments and Hedging Activities [Abstract]
AOCL amount, net of tax, to be reclassified to interest expense over the life of the debt	$ 25
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	$ 2
Crude Oil Commodity Contract | Swaps - NYMEX WTI 2013
Derivative [Line Items]
Period	2013
Index	NYMEX WTI  (1)	[1]
Volume Per Day	9,000
Weighted Average Fixed Price	90.16
Put Option Premium	0.00
Weighted Average Short Put Price
Weighted Average Floor Price
Weighted Average Ceiling Price
Crude Oil Commodity Contract | Swaps - Dated Brent 2013
Derivative [Line Items]
Period	2013
Index	Dated Brent
Volume Per Day	3,000
Weighted Average Fixed Price	98.03
Put Option Premium	0.00
Weighted Average Short Put Price
Weighted Average Floor Price
Weighted Average Ceiling Price
Crude Oil Commodity Contract | Two Way Collar - NYMEX WTI 2013
Derivative [Line Items]
Period	2013
Index	NYMEX WTI	[1]
Volume Per Day	5,000
Weighted Average Fixed Price
Put Option Premium	0.00
Weighted Average Short Put Price
Weighted Average Floor Price	95.00
Weighted Average Ceiling Price	115.00
Crude Oil Commodity Contract | Three Way Collars - NYMEX WTI 2013
Derivative [Line Items]
Period	2013
Index	NYMEX WTI	[1]
Volume Per Day	7,000
Weighted Average Fixed Price
Put Option Premium	0.00
Weighted Average Short Put Price	63.57
Weighted Average Floor Price	83.57
Weighted Average Ceiling Price	109.04
Crude Oil Commodity Contract | Three Way Collars - Dated Brent 2013
Derivative [Line Items]
Period	2013
Index	Dated Brent
Volume Per Day	13,000
Weighted Average Fixed Price
Put Option Premium	0.00
Weighted Average Short Put Price	81.15
Weighted Average Floor Price	100.75
Weighted Average Ceiling Price	124.68
Crude Oil Commodity Contract | Put Option - NYMEX WTI 2013
Derivative [Line Items]
Period	2013
Index	NYMEX WTI	[1],[2]
Volume Per Day	11,000
Weighted Average Fixed Price
Put Option Premium	5.97
Weighted Average Short Put Price
Weighted Average Floor Price	97.60
Weighted Average Ceiling Price
Crude Oil Commodity Contract | Swaps - NYMEX WTI 2014
Derivative [Line Items]
Period	2014
Index	NYMEX WTI	[1]
Volume Per Day	37,000
Weighted Average Fixed Price	92.67
Put Option Premium	0.00
Weighted Average Short Put Price
Weighted Average Floor Price
Weighted Average Ceiling Price
Crude Oil Commodity Contract | Swaps - Dated Brent 2014
Derivative [Line Items]
Period	2014
Index	Dated Brent
Volume Per Day	10,000
Weighted Average Fixed Price	103.33
Put Option Premium	0.00
Weighted Average Short Put Price
Weighted Average Floor Price
Weighted Average Ceiling Price
Crude Oil Commodity Contract | Three Way Collars - NYMEX WTI 2014
Derivative [Line Items]
Period	2014
Index	NYMEX WTI	[1]
Volume Per Day	9,000
Weighted Average Fixed Price
Put Option Premium	0.00
Weighted Average Short Put Price	75.89
Weighted Average Floor Price	90.89
Weighted Average Ceiling Price	100.44
Crude Oil Commodity Contract | Three Way Collars - Dated Brent 2014
Derivative [Line Items]
Period	2014
Index	Dated Brent
Volume Per Day	8,000
Weighted Average Fixed Price	0.00
Put Option Premium	0.00
Weighted Average Short Put Price	84.38
Weighted Average Floor Price	98.25
Weighted Average Ceiling Price	121.56
Crude Oil Commodity Contract | Swaps - NYMEX WTI 2015
Derivative [Line Items]
Period	2015
Index	NYMEX WTI	[1]
Volume Per Day	10,000
Weighted Average Fixed Price	87.01
Put Option Premium	0.00
Weighted Average Short Put Price
Weighted Average Floor Price
Weighted Average Ceiling Price
Crude Oil Commodity Contract | Swaps - Dated Brent 2015
Derivative [Line Items]
Period	2015
Index	Dated Brent
Volume Per Day	5,000
Weighted Average Fixed Price	99.04
Put Option Premium	0.00
Weighted Average Short Put Price
Weighted Average Floor Price
Weighted Average Ceiling Price
Crude Oil Commodity Contract | Three Way Collars - NYMEX WTI 2015
Derivative [Line Items]
Period	2015
Index	NYMEX WTI	[1]
Volume Per Day	10,000
Weighted Average Fixed Price
Put Option Premium	0.00
Weighted Average Short Put Price	68.50
Weighted Average Floor Price	88.50
Weighted Average Ceiling Price	92.87
Crude Oil Commodity Contract | Three Way Collars - Dated Brent 2015
Derivative [Line Items]
Period	2015
Index	Dated Brent
Volume Per Day	5,000
Weighted Average Fixed Price
Put Option Premium	0.00
Weighted Average Short Put Price	75.00
Weighted Average Floor Price	95.00
Weighted Average Ceiling Price	112.53
Natural Gas Commodity Contract | Swaps - NYMEX HH 2013
Derivative [Line Items]
Period	2013
Index	NYMEX HH (1)	[3]
Volume Per Day	60,000
Weighted Average Fixed Price	4.58
Weighted Average Short Put Price
Weighted Average Floor Price
Weighted Average Ceiling Price
Natural Gas Commodity Contract | Two Way Collar - NYMEX HH 2013
Derivative [Line Items]
Period	2013
Index	NYMEX HH	[3]
Volume Per Day	40,000
Weighted Average Fixed Price
Weighted Average Short Put Price
Weighted Average Floor Price	3.25
Weighted Average Ceiling Price	5.14
Natural Gas Commodity Contract | Three Way Collars - NYMEX HH 2013
Derivative [Line Items]
Period	2013
Index	NYMEX HH	[3]
Volume Per Day	100,000
Weighted Average Fixed Price
Weighted Average Short Put Price	3.88
Weighted Average Floor Price	4.75
Weighted Average Ceiling Price	5.63
Natural Gas Commodity Contract | Swaps - NYMEX HH 2014
Derivative [Line Items]
Period	2014
Index	NYMEX HH	[3]
Volume Per Day	60,000
Weighted Average Fixed Price	4.24
Weighted Average Short Put Price
Weighted Average Floor Price
Weighted Average Ceiling Price
Natural Gas Commodity Contract | Three Way Collar - NYMEX HH 2014
Derivative [Line Items]
Period	2014
Index	NYMEX HH	[3]
Volume Per Day	230,000
Weighted Average Fixed Price
Weighted Average Short Put Price	2.83
Weighted Average Floor Price	3.75
Weighted Average Ceiling Price	4.98
Natural Gas Commodity Contract | Swaps - NYMEX HH 2015
Derivative [Line Items]
Period	2015
Index	NYMEX HH	[3]
Volume Per Day	80,000
Weighted Average Fixed Price	4.32
Weighted Average Short Put Price
Weighted Average Floor Price
Weighted Average Ceiling Price
Natural Gas Commodity Contract | Three Way Collars - NYMEX HH 2015
Derivative [Line Items]
Period	2015
Index	NYMEX HH	[3]
Volume Per Day	120,000
Weighted Average Fixed Price
Weighted Average Short Put Price	3.54
Weighted Average Floor Price	4.25
Weighted Average Ceiling Price	5.06

[1] West Texas Intermediate

[2] For put options, we typically pay a premium to the counterparty in exchange for the sale of the instrument. If the index price is below the floor price of the put option, we receive the difference between the floor price and the index price multiplied by the contract volumes less the option premium. If the index price settles at or above the floor price of the put option, we pay only the put option premium.

[3] Henry Hub

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Capitalized Exploratory Well Costs (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Capitalized Exploratory Well Costs [Abstract]
Capitalized Exploratory Well Costs, Beginning of Period	$ 900
Additions to Capitalized Exploratory Well Costs Pending Determination of Proved Reserves	313
Reclassified to Proved Oil and Gas Properties Based on Determination of Proved Reserves	(18)
Capitalized Exploratory Well Cost, Charged to Expense	(3)
Capitalized Exploratory Well Costs, End of Period	1,192
Exploratory Well Costs capitalized for a Period of One Year or Less	523	355
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	669	545
Capitalized Exploratory Well Costs, End of Period	1,192
Number of Projects with Exploratory Well Costs That Have Been Capitalized for a Period Greater Than One Year Since Commencement of Drilling	13	14
Projects with Exploratory Well Costs Capitalized for More than One Year Since The Commencement of Drilling [Line Items]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	669	545
Suspended Since 2012	124
Suspended Since 2011	272
Suspended since 2010 & prior	273
Carla Offshore Equatorial Guinea
Capitalized Exploratory Well Costs [Abstract]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	12
Projects with Exploratory Well Costs Capitalized for More than One Year Since The Commencement of Drilling [Line Items]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	12
Suspended Since 2012	0
Suspended Since 2011	12
Suspended since 2010 & prior	0
Diega Offshore Equatorial Guinea
Capitalized Exploratory Well Costs [Abstract]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	105
Projects with Exploratory Well Costs Capitalized for More than One Year Since The Commencement of Drilling [Line Items]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	105
Suspended Since 2012	0
Suspended Since 2011	46
Suspended since 2010 & prior	59
Felicita Offshore Equatorial Guinea
Capitalized Exploratory Well Costs [Abstract]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	36
Projects with Exploratory Well Costs Capitalized for More than One Year Since The Commencement of Drilling [Line Items]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	36
Suspended Since 2012	1
Suspended Since 2011	2
Suspended since 2010 & prior	33
Yolanda Offshore Equatorial Guinea
Capitalized Exploratory Well Costs [Abstract]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	18
Projects with Exploratory Well Costs Capitalized for More than One Year Since The Commencement of Drilling [Line Items]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	18
Suspended Since 2012	0
Suspended Since 2011	1
Suspended since 2010 & prior	17
YoYo Offshore Cameron
Capitalized Exploratory Well Costs [Abstract]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	50
Projects with Exploratory Well Costs Capitalized for More than One Year Since The Commencement of Drilling [Line Items]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	50
Suspended Since 2012	5
Suspended Since 2011	5
Suspended since 2010 & prior	40
Leviathan Offshore Israel
Capitalized Exploratory Well Costs [Abstract]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	128
Projects with Exploratory Well Costs Capitalized for More than One Year Since The Commencement of Drilling [Line Items]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	128
Suspended Since 2012	20
Suspended Since 2011	67
Suspended since 2010 & prior	41
Proposed Gross Working Interest to Sell to Woodside	30.00%
Leviathan-1 Deep Offshore Israel
Capitalized Exploratory Well Costs [Abstract]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	71
Projects with Exploratory Well Costs Capitalized for More than One Year Since The Commencement of Drilling [Line Items]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	71
Suspended Since 2012	43
Suspended Since 2011	28
Suspended since 2010 & prior	0
Tanin 1 Offshore Israel
Capitalized Exploratory Well Costs [Abstract]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	34
Projects with Exploratory Well Costs Capitalized for More than One Year Since The Commencement of Drilling [Line Items]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	34
Suspended Since 2012	2
Suspended Since 2011	32
Suspended since 2010 & prior	0
Dolphin 1 Offshore Israel
Capitalized Exploratory Well Costs [Abstract]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	22
Projects with Exploratory Well Costs Capitalized for More than One Year Since The Commencement of Drilling [Line Items]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	22
Suspended Since 2012	0
Suspended Since 2011	22
Suspended since 2010 & prior	0
Dalit Offshore Israel
Capitalized Exploratory Well Costs [Abstract]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	22
Projects with Exploratory Well Costs Capitalized for More than One Year Since The Commencement of Drilling [Line Items]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	22
Suspended Since 2012	0
Suspended Since 2011	0
Suspended since 2010 & prior	22
Cyprus A-1 Offshore Cyprus
Capitalized Exploratory Well Costs [Abstract]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	65
Projects with Exploratory Well Costs Capitalized for More than One Year Since The Commencement of Drilling [Line Items]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	65
Suspended Since 2012	8
Suspended Since 2011	57
Suspended since 2010 & prior	0
Gunflint Deepwater Gulf Of Mexico
Capitalized Exploratory Well Costs [Abstract]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	87
Projects with Exploratory Well Costs Capitalized for More than One Year Since The Commencement of Drilling [Line Items]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	87
Suspended Since 2012	35
Suspended Since 2011	0
Suspended since 2010 & prior	52
Other - Projects of $10 million or less each
Capitalized Exploratory Well Costs [Abstract]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	19
Projects with Exploratory Well Costs Capitalized for More than One Year Since The Commencement of Drilling [Line Items]
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling	19
Suspended Since 2012	10
Suspended Since 2011	0
Suspended since 2010 & prior	$ 9

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Basis of Presentation (Details)	1 Months Ended
	May 31, 2013
Common Stock Split [Abstract]
Stock Split Conversion Ratio	2

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Tax Disclosure [Abstract]
Current	$ 71	$ 56	$ 108	$ 100
Deferred	57	59	106	100
Total Income Tax Provision	$ 128	$ 115	$ 214	$ 200
Effective Tax Rate	26.40%	29.50%	26.60%	27.60%
US
Income Tax Examination [Line Items]
Income Tax Examination, Year under Examination			2008
Equatorial Guinea
Income Tax Examination [Line Items]
Income Tax Examination, Year under Examination			2008
Israel
Income Tax Examination [Line Items]
Income Tax Examination, Year under Examination			2008
China
Income Tax Examination [Line Items]
Income Tax Examination, Year under Examination			2010

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Fair Value Measurements and Disclosures (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

Measurement information for assets and liabilities that are measured at fair value on a recurring basis was as follows: 

	Fair Value Measurements Using
	Quoted Prices in  Active Markets (Level 1) (1)			Significant Other Observable Inputs (Level 2) (2)			Significant Unobservable Inputs (Level 3) (3)		Adjustment (4)			Fair Value Measurement
(millions)
June 30, 2013
Financial Assets
Mutual Fund Investments	$	110		$	—		$	—	$	—		$	110
Commodity Derivative Instruments	—			173			—		(6		)	167
Financial Liabilities
Commodity Derivative Instruments	—			(19		)	—		6			(13		)
Portion of Deferred Compensation Liability Measured at Fair Value	(178		)	—			—		—			(178		)
December 31, 2012
Financial Assets
Mutual Fund Investments	$	103		$	—		$	—	$	—		$	103
Commodity Derivative Instruments	—			113			—		(29		)	84
Financial Liabilities
Commodity Derivative Instruments	—			(39		)	—		29			(10		)
Portion of Deferred Compensation Liability Measured at Fair Value	(160		)	—			—		—			(160		)

⁽¹⁾  Level 1 measurements are fair value measurements which use quoted market prices (unadjusted) in active markets for identical assets or liabilities. We use Level 1 inputs when available as Level 1 inputs generally provide the most reliable evidence of fair value.

⁽²⁾  Level 2 measurements are fair value measurements which use inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly.

⁽³⁾  Level 3 measurements are fair value measurements which use unobservable inputs.

⁽⁴⁾  Amount represents the impact of netting clauses within our master agreements that allow us to net cash settle asset and liability positions with the same counterparty.

Fair Value Measurements, Nonrecurring

Asset Impairments We determined that the carrying amounts of certain assets were not recoverable from future cash flows and, therefore, were impaired. The assets were reduced to their estimated fair values. Information about the impaired assets is as follows:

	Fair Value Measurements Using
Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Net Book Value (1)		Total Pre-tax (Non-cash) Impairment Loss
millions
Three Months Ended June 30, 2013
Impaired Oil and Gas Properties	$	—	$	—	$	—	$	—	$	—
Three Months Ended June 30, 2012
Impaired Oil and Gas Properties	—		—		172		245		73
Six Months Ended June 30, 2013
Impaired Oil and Gas Properties	—		—		—		—		—
Six Months Ended June 30, 2012
Impaired Oil and Gas Properties	—		—		172		245		73

⁽¹⁾ Amount represents net book value at the date of assessment.

Additional fair value disclosures

Fair value information regarding our debt is as follows: 

	June 30, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
(millions)
Total Debt, Net of Unamortized Discount (1)	$	3,800	$	4,330	$	3,797	$	4,570

⁽¹⁾  Excludes FPSO and other capital lease obligations. No floating rate debt was outstanding at June 30, 2013 or December 31, 2012.

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Consolidated Statements of Cash Flows (unaudited) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash Flows From Operating Activities
Net Income	$ 639	$ 556
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Depreciation, Depletion and Amortization	736	651
Asset Impairments	0	73	[1]
Dry Hole Cost	23	118
Deferred Income Taxes	108	92
Dividends (Income) from Equity Method Investees, Net	(18)	(7)
Unrealized Gain on Commodity Derivative Instruments	(80)	(204)
Gain on Divestitures	(67)	(9)
Stock Based Compensation	38	33
Other Adjustments for Noncash Items Included in Income	33	8
Changes in Operating Assets and Liabilities
Increase in Accounts Receivable	(193)	(58)
Decrease (Increase) in Other Current Assets	4	(49)
Increase in Accounts Payable	131	84
Decrease in Current Income Taxes Payable	(81)	(13)
Increase (Decrease) in Other Current Liabilities	(37)	14
Decrease (Increase) in Other Operating Assets and Liabilities, Net	8	(42)
Net Cash Provided by Operating Activities	1,244	1,247
Cash Flows From Investing Activities
Additions to Property, Plant and Equipment	(1,929)	(1,900)
Additions to Equity Method Investments	(23)	(35)
Proceeds from Divestitures	114	10
Other	3	0
Net Cash Used in Investing Activities	(1,835)	(1,925)
Cash Flows From Financing Activities
Exercise of Stock Options	31	26
Excess Tax Benefits from Stock-Based Awards	12	13
Dividends Paid, Common Stock	(96)	(79)
Purchase of Treasury Stock	(14)	(13)
Repayment of Capital Lease Obligation	(23)	(22)
Net Cash Used In Financing Activities	(90)	(75)
Decrease in Cash and Cash Equivalents	(681)	(753)
Cash and Cash Equivalents at Beginning of Period	1,387	1,455
Cash and Cash Equivalents at End of Period	$ 706	$ 702

[1] Amounts for 2012 related primarily to our South Raton development in the deepwater Gulf of Mexico and our Piceance development, onshore US. The assets were written down to their estimated fair values, which were determined using discounted cash flow models.

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Consolidated Statements of Shareholders' Equity (unaudited) (Parenthetical) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Statement of Stockholders' Equity [Abstract]
Common Stock, Dividends, Per Share, Cash Paid	$ 0.27	$ 0.22

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Divestitures

6 Months Ended

Jun. 30, 2013

Acquisitions and Dispositions [Abstract]

Divestitures

Divestitures

North Sea Properties During the first six months of 2013, we closed two sales of non-operated working interest properties located in the UK and Netherlands sectors of the North Sea. The sales resulted in a $55 million gain based on net sales proceeds of $54 million for the fields. We continue to market our remaining North Sea properties.

As of June 30, 2013, all the properties remaining in our North Sea geographical segment are included in assets held for sale in our consolidated balance sheet. Our consolidated statements of operations have been reclassified for all periods presented to reflect the operations of our North Sea geographical segment as discontinued. Upon reclassification as held for sale, depreciation, depletion, and amortization (DD&A) ceased. Our long-term debt is recorded at the consolidated level; therefore no interest expense has been allocated to discontinued operations.

Summarized results of discontinued operations are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013			2012
(millions)
Oil and Gas Sales	$	12	$	65	$	21		$	140
Income Before Income Taxes	5		39		4			79
Income Tax Expense	3		22		10			47
Operating Income (Loss), Net of Tax	2		17		(6		)	32
Gain on Sale, Net of Tax	17		—		55			—
Discontinued Operations, Net of Tax	$	19	$	17	$	49		$	32

Onshore US Properties During the first six months of 2013, we closed the sales of certain crude oil and natural gas properties in Kansas, Oklahoma and the Gulf Coast areas. The information regarding the assets sold is as follows:

	Six Months Ended June 30,
	2013
(millions)
Sales Proceeds	$	60
Less
Net Book Value of Assets Sold	(53		)
Goodwill Allocated to Assets Sold	(4		)
Asset Retirement Obligations Associated with Assets Sold	5
Other Closing Adjustments	4
Gain on Divestitures	$	12

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Organization and Nature of Operations

6 Months Ended

Jun. 30, 2013

Organization and Nature of Operations [Abstract]

Organization and Nature of Operations

Organization and Nature of Operations

Noble Energy, Inc. (Noble Energy, we or us) is a leading independent energy company engaged in worldwide crude oil and natural gas exploration and production. Our core operating areas are onshore US, primarily in the DJ Basin and Marcellus Shale, in the deepwater Gulf of Mexico, offshore Eastern Mediterranean, and offshore West Africa.

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Asset Retirement Obligations (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012
Asset Retirement Obligation Disclosure [Abstract]
Asset Retirement Obligations, Beginning Balance	$ 402		$ 377
Liabilities Incurred	2		23
Liabilities Settled	(10)		(2)
Revision of Estimate	7		20
Accretion Expense	14	[1]	14	[1]
Other	0		(89)
Asset Retirement Obligations, Ending Balance	$ 415		$ 343

[1] Accretion expense is included in DD&A expense in the consolidated statements of operations.

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Basic and Diluted Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table summarizes the calculation of basic and diluted earnings per share:

	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013		2012
(millions, except per share amounts)
Income from Continuing Operations	$	358	$	275		$	590	$	524
Earnings Adjustment from Assumed Conversion of Dilutive Shares of Common Stock in Rabbi Trust (1)	—		(7		)	—		(5		)
Income from Continuing Operations Used for Diluted Earnings Per Share Calculation	$	358	$	268		$	590	$	519
Weighted Average Number of Shares Outstanding, Basic	359		356			358		355
Incremental Shares From Assumed Conversion of Dilutive Stock Options, Restricted Stock and Shares of Common Stock in Rabbi Trust	4		5			4		5
Weighted Average Number of Shares Outstanding, Diluted	363		361			362		360
Earnings from Continuing Operations Per Share, Basic	$	1.00	$	0.77		$	1.64	$	1.47
Earnings from Continuing Operations Per Share, Diluted	0.99		0.74			1.63		1.44
Number of antidilutive stock options, shares of restricted stock and shares of common stock in rabbi trust excluded from calculation above	5		5			5		5

⁽¹⁾  Consistent with GAAP, when dilutive, deferred compensation gains or losses, net of tax, are excluded from net income while our common shares held in the rabbi trust are included in the diluted share count. For this reason, the diluted earnings per share calculations for the three and six months ended June 30, 2012 exclude deferred compensation gains.

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Basis of Presentation (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012		Dec. 31, 2012
Production Expense
Lease Operating Expense	$ 140		$ 100		$ 257		$ 205
Production and Ad Valorem Taxes	43		44		86		81
Transportation and Gathering Expense	27		24		55		45
Total	210		168		398		331
Other Operating (Income) Expense, Net
Gain on Divestitures	0		(9)	[1]	(12)	[1]	(9)	[1]
Asset Impairments	0		73	[2]	0		73	[2]
Other, Net	16		7		20		19
Total	16		71		8		83
Other Non-Operating (Income) Expense, Net
Deferred Compensation (Income) Expense	3	[3]	(11)	[3]	14	[3]	(8)	[3]
Other (Income) Expense, Net	0		8		(2)		5
Total	3		(3)		12		(3)
Accounts Receivable, Net
Commodity Sales	383				383				349
Joint Interest Billings	406				406				486
Other	68				68				139
Allowance for Doubtful Accounts	(10)				(10)				(10)
Total	847				847				964
Other Current Assets
Inventories, Current	109				109				90
Commodity Derivative Assets	72				72				63
Deferred Income Taxes, Net	45				45				106
Probable Insurance Claims	0	[4]			0	[4]			45	[4]
Assets Held-for-Sale	37	[5]			37	[5]			45	[5]
Prepaid Expenses and Other Current Assets	95				95				71
Total	358				358				420
Other Noncurrent Assets
Equity Method Investments	410				410				367
Mutual Fund Investments	110				110				103
Commodity Derivative Assets	95				95				21
Other Assets	88				88				106
Total	703				703				597
Other Current Liabilities
Production and Ad Valorem Taxes	100				100				113
Commodity Derivative Liabilities	13				13				7
Income Taxes Payable	123				123				203
Asset Retirement Obligations	69				69				69
Interest Payable	57				57				55
Current Portion of Long Term Debt	527	[6]			527	[6]			324	[6]
Current Portion of FPSO and Other Capital Lease Obligations	50				50				48
Liabilities Associated with Assets Held for Sale	42	[5]			42	[5]			12	[5]
Other	142				142				193
Total	1,123				1,123				1,024
Other Noncurrent Liabilities
Deferred Compensation Liabilities	252				252				229
Asset Retirement Obligations	346				346				333
Accrued Benefit Costs	119				119				116
Other	97				97				132
Total	$ 814				$ 814				$ 810

[1] See Note 3. Divestitures

[2] Amounts for 2012 related primarily to our South Raton development in the deepwater Gulf of Mexico and our Piceance development, onshore US. The assets were written down to their estimated fair values, which were determined using discounted cash flow models.

[3] Amounts represent increases (decreases) in the fair value of shares of our common stock held in a rabbi trust.

[4] Amounts represent the costs incurred to date of the Leviathan-2 appraisal well and expected well abandonment costs in excess of the insurance deductible less insurance proceeds received to date.

[5] Assets held for sale consist primarily of North Sea oil and gas properties. Liabilities associated with assets held for sale consist primarily of asset retirement obligations related to these assets. See Note 3. Divestitures.

[6] See Note 5. Debt.

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Fair Value Measurements and Disclosures of Assets and Liabilities Measured on a Recurring Basis (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Financial Assets [Abstract]
Mutual Fund Investments	$ 110		$ 103
Commodity Derivative Instruments	167		84
Financial Liabilities [Abstract]
Commodity Derivative Instruments	(13)		(10)
Portion of Deferred Compensation Liability Measured at Fair Value	(178)		(160)
Quoted Prices in Active Markets (Level 1)
Financial Assets [Abstract]
Mutual Fund Investments	110	[1]	103	[1]
Commodity Derivative Instruments	0	[1]	0	[1]
Financial Liabilities [Abstract]
Commodity Derivative Instruments	0	[1]	0	[1]
Portion of Deferred Compensation Liability Measured at Fair Value	(178)	[1]	(160)	[1]
Significant Other Observable Inputs (Level 2)
Financial Assets [Abstract]
Mutual Fund Investments	0	[2]	0	[2]
Commodity Derivative Instruments	173	[2]	113	[2]
Financial Liabilities [Abstract]
Commodity Derivative Instruments	(19)	[2]	(39)	[2]
Portion of Deferred Compensation Liability Measured at Fair Value	0	[2]	0	[2]
Significant Unobservable Inputs (Level 3)
Financial Assets [Abstract]
Mutual Fund Investments	0	[3]	0	[3]
Commodity Derivative Instruments	0	[3]	0	[3]
Financial Liabilities [Abstract]
Commodity Derivative Instruments	0	[3]	0	[3]
Portion of Deferred Compensation Liability Measured at Fair Value	0	[3]	0	[3]
Fair Value Inputs Adjustment
Financial Assets [Abstract]
Mutual Fund Investments	0	[4]	0	[4]
Commodity Derivative Instruments	(6)	[4]	(29)	[4]
Financial Liabilities [Abstract]
Commodity Derivative Instruments	6	[4]	29	[4]
Portion of Deferred Compensation Liability Measured at Fair Value	$ 0	[4]	$ 0	[4]

[1] Level 1 measurements are fair value measurements which use quoted market prices (unadjusted) in active markets for identical assets or liabilities. We use Level 1 inputs when available as Level 1 inputs generally provide the most reliable evidence of fair value.

[2] Level 2 measurements are fair value measurements which use inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly.

[3] Level 3 measurements are fair value measurements which use unobservable inputs.

[4] Amount represents the impact of netting clauses within our master agreements that allow us to net cash settle asset and liability positions with the same counterparty.

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Consolidated Statements of Comprehensive Income (unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Statement of Other Comprehensive Income [Abstract]
Net Income	$ 377	$ 292	$ 639	$ 556
Net Change in Pension and Other	5	2	11	5
Less Tax Benefit	(2)	(1)	(4)	(2)
Other Comprehensive Income	3	1	7	3
Comprehensive Income	$ 380	$ 293	$ 646	$ 559

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Fair Value Measurements and Disclosures

6 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements and Disclosures

Fair Value Measurements and Disclosures

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Certain assets and liabilities are measured at fair value on a recurring basis in our consolidated balance sheets. The following methods and assumptions were used to estimate the fair values: 

Cash, Cash Equivalents, Accounts Receivable and Accounts Payable   The carrying amounts approximate fair value due to the short-term nature or maturity of the instruments. 

Mutual Fund Investments   Our mutual fund investments, which primarily include assets held in a rabbi trust, consist of various publicly-traded mutual funds that include investments ranging from equities to money market instruments. The fair values are based on quoted market prices for identical assets. 

Commodity Derivative Instruments   Our commodity derivative instruments consist of variable to fixed price commodity swaps, two-way and three-way collars, and put options. We estimate the fair values of these instruments based on published forward commodity price curves as of the date of the estimate. The discount rate used in the discounted cash flow projections is based on published LIBOR rates, Eurodollar futures rates and interest swap rates. The fair values of commodity derivative instruments in an asset position include a measure of counterparty nonperformance risk, and the fair values of commodity derivative instruments in a liability position include a measure of our own nonperformance risk, each based on the current published credit default swap rates. In addition, for collars, we estimate the option values of the put options sold (for three-way collars) and the contract floors and ceilings (for two-way and three-way collars) using an option pricing model which takes into account market volatility, market prices and contract terms. See Note4. Derivative Instruments and Hedging Activities. 

Deferred Compensation Liability   The value is dependent upon the fair values of mutual fund investments and shares of our common stock held in a rabbi trust.See Mutual Fund Investments above.

Measurement information for assets and liabilities that are measured at fair value on a recurring basis was as follows: 

	Fair Value Measurements Using
	Quoted Prices in  Active Markets (Level 1) (1)			Significant Other Observable Inputs (Level 2) (2)			Significant Unobservable Inputs (Level 3) (3)		Adjustment (4)			Fair Value Measurement
(millions)
June 30, 2013
Financial Assets
Mutual Fund Investments	$	110		$	—		$	—	$	—		$	110
Commodity Derivative Instruments	—			173			—		(6		)	167
Financial Liabilities
Commodity Derivative Instruments	—			(19		)	—		6			(13		)
Portion of Deferred Compensation Liability Measured at Fair Value	(178		)	—			—		—			(178		)
December 31, 2012
Financial Assets
Mutual Fund Investments	$	103		$	—		$	—	$	—		$	103
Commodity Derivative Instruments	—			113			—		(29		)	84
Financial Liabilities
Commodity Derivative Instruments	—			(39		)	—		29			(10		)
Portion of Deferred Compensation Liability Measured at Fair Value	(160		)	—			—		—			(160		)

⁽¹⁾  Level 1 measurements are fair value measurements which use quoted market prices (unadjusted) in active markets for identical assets or liabilities. We use Level 1 inputs when available as Level 1 inputs generally provide the most reliable evidence of fair value.

⁽²⁾  Level 2 measurements are fair value measurements which use inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly.

⁽³⁾  Level 3 measurements are fair value measurements which use unobservable inputs.

⁽⁴⁾  Amount represents the impact of netting clauses within our master agreements that allow us to net cash settle asset and liability positions with the same counterparty.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis in our consolidated balance sheets. The following methods and assumptions were used to estimate the fair values:

Asset Impairments We determined that the carrying amounts of certain assets were not recoverable from future cash flows and, therefore, were impaired. The assets were reduced to their estimated fair values. Information about the impaired assets is as follows:

	Fair Value Measurements Using
Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Net Book Value (1)		Total Pre-tax (Non-cash) Impairment Loss
millions
Three Months Ended June 30, 2013
Impaired Oil and Gas Properties	$	—	$	—	$	—	$	—	$	—
Three Months Ended June 30, 2012
Impaired Oil and Gas Properties	—		—		172		245		73
Six Months Ended June 30, 2013
Impaired Oil and Gas Properties	—		—		—		—		—
Six Months Ended June 30, 2012
Impaired Oil and Gas Properties	—		—		172		245		73

⁽¹⁾ Amount represents net book value at the date of assessment.

Amounts for 2012 related primarily to our South Raton development in the deepwater Gulf of Mexico and our Piceance development, onshore US.The fair values of the properties were determined as of the date of the assessment using discounted cash flow models. The discounted cash flows were based on management’s expectations for the future. Inputs included estimates of future oil and gas production, commodity prices based on NYMEX commodity price curves as of the date of the estimate, estimated operating and development costs, and a risk-adjusted discount rate of 10%.

Additional Fair Value Disclosures

Debt   The fair value of fixed-rate, public debt is estimated based on the published market prices for the same or similar issues. As such, we consider the fair value of our public fixed-rate debt to be a Level 1 measurement on the fair value hierarchy. The carrying amount of the CONSOL installment payment approximates fair value because it is discounted at the prevailing market rate for similar debt instruments. As such, we consider the fair value of our CONSOL installment payment to be a Level 2 measurement on the fair value hierarchy. See Note5. Debt. Fair value information regarding our debt is as follows: 

	June 30, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
(millions)
Total Debt, Net of Unamortized Discount (1)	$	3,800	$	4,330	$	3,797	$	4,570

⁽¹⁾  Excludes FPSO and other capital lease obligations. No floating rate debt was outstanding at June 30, 2013 or December 31, 2012.

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Consolidated Balance Sheets (unaudited) (Parenthetical) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Preferred stock, par value per share (in dollars per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized (in shares)	4,000,000	4,000,000
Common stock, par value per share (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	399,000,000	397,000,000
Treasury stock, shares (in shares)	38,000,000	38,000,000

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Consolidated Statements of Operations (unaudited) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues
Oil, Gas and NGL Sales	$ 1,112	$ 934	$ 2,196	$ 1,970
Income from Equity Method Investees	37	31	96	83
Total	1,149	965	2,292	2,053
Costs and Expenses
Production Expense	210	168	398	331
Exploration Expense	90	167	151	227
Depreciation, Depletion and Amortization	368	325	734	619
General and Administrative	104	96	216	193
Other Operating Expense, Net	16	71	8	83
Total	788	827	1,507	1,453
Operating Income	361	138	785	600
Other (Income) Expense
Gain on Commodity Derivative Instruments	(161)	(276)	(89)	(180)
Interest, Net of Amount Capitalized	33	27	58	59
Other Non-Operating (Income) Expense, Net	3	(3)	12	(3)
Total	(125)	(252)	(19)	(124)
Income from Continuing Operations Before Income Taxes	486	390	804	724
Income Tax Provision	128	115	214	200
Income from Continuing Operations	358	275	590	524
Discontinued Operations, Net of Tax	19	17	49	32
Net Income	$ 377	$ 292	$ 639	$ 556
Earnings Per Share, Basic [Abstract]
Income from Continuing Operations (in dollars per share)	$ 1.00	$ 0.77	$ 1.64	$ 1.47
Discontinued Operations, Net of Tax (in dollars per share)	$ 0.05	$ 0.05	$ 0.14	$ 0.09
Net Income (in dollars per share)	$ 1.05	$ 0.82	$ 1.78	$ 1.56
Earnings Per Share, Diluted [Abstract]
Income from Continuing Operations (in dollars per share)	$ 0.99	$ 0.74	$ 1.63	$ 1.44
Discontinued Operations, Net of Tax (in dollars per share)	$ 0.05	$ 0.05	$ 0.13	$ 0.09
Net Income (in dollars per share)	$ 1.04	$ 0.79	$ 1.76	$ 1.53
Weighted Average Number of Shares Outstanding, Basic (in shares)	359	356	358	355
Weighted Average Number of Shares Outstanding, Diluted (in shares)	363	361	362	360

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income Tax Provision (Benefit)

The income tax provision relating to continuing operations consists of the following: 

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
(millions)
Current	$	71		$	56		$	108		$	100
Deferred	57			59			106			100
Total Income Tax Provision	$	128		$	115		$	214		$	200
Effective Tax Rate	26.4		%	29.5		%	26.6		%	27.6		%

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Derivative Instruments and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Unsettled Derivative Instruments

Unsettled Derivative Instruments   As of June 30, 2013, we had entered into the following crude oil derivative instruments: 

				Swaps		Options		Collars
Settlement Period	Type of Contract	Index	Bbls Per Day	Weighted Average Fixed Price		Put Option Premium		Weighted Average  Short Put  Price		Weighted Average Floor Price		Weighted Average  Ceiling Price
Instruments Entered Into as of June 30, 2013
2013	Swaps	NYMEX WTI  (1)	9,000	$	90.16	$	—	$	—	$	—	$	—
2013	Swaps	Dated Brent	3,000	98.03		—		—		—		—
2013	Two-Way Collars	NYMEX WTI	5,000	—		—		—		95.00		115.00
2013	Three-Way Collars	NYMEX WTI	7,000	—		—		63.57		83.57		109.04
2013	Three-Way Collars	Dated Brent	13,000	—		—		81.15		100.75		124.68
2013	Put Options (2)	NYMEX WTI	11,000	—		5.97		—		97.60		—
2014	Swaps	NYMEX WTI	37,000	92.67		—		—		—		—
2014	Swaps	Dated Brent	10,000	103.33		—		—		—		—
2014	Three-Way Collars	NYMEX WTI	9,000	—		—		75.89		90.89		100.44
2014	Three-Way Collars	Dated Brent	8,000	—		—		84.38		98.25		121.56
2015	Swaps	NYMEX WTI	10,000	87.01		—		—		—		—
2015	Swaps	Dated Brent	5,000	99.04		—		—		—		—
2015	Three-Way Collars	NYMEX WTI	10,000	—		—		68.50		88.50		92.87
2015	Three-Way Collars	Dated Brent	5,000	—		—		75.00		95.00		112.53

⁽¹⁾  West Texas Intermediate

⁽²⁾  For put options, we typically pay a premium to the counterparty in exchange for the sale of the instrument. If the index price is below the floor price of the put option, we receive the difference between the floor price and the index price multiplied by the contract volumes less the option premium. If the index price settles at or above the floor price of the put option, we pay only the put option premium.

As of June 30, 2013, we had entered into the following natural gas derivative instruments:

				Swaps		Collars
Settlement Period	Type of Contract	Index	MMBtu Per Day	Weighted Average Fixed Price		Weighted Average Short Put  Price		Weighted Average Floor Price		Weighted Average Ceiling Price
Instruments Entered Into as of June 30, 2013
2013	Swaps	NYMEX HH (1)	60,000	$	4.58	$	—	$	—	$	—
2013	Two-Way Collars	NYMEX HH	40,000	—		—		3.25		5.14
2013	Three-Way Collars	NYMEX HH	100,000	—		3.88		4.75		5.63
2014	Swaps	NYMEX HH	60,000	4.24		—		—		—
2014	Three-Way Collars	NYMEX HH	230,000	—		2.83		3.75		4.98
2015	Swaps	NYMEX HH	80,000	4.32		—		—		—
2015	Three-Way Collars	NYMEX HH	120,000	—		3.54		4.25		5.06

⁽¹⁾  Henry Hub

Fair Value of Derivative Instruments

Fair Value Amounts and Gains and Losses on Derivative Instruments   The fair values of derivative instruments in our consolidated balance sheets were as follows: 

Fair Value of Derivative Instruments
	Asset Derivative Instruments						Liability Derivative Instruments
	June 30, 2013			December 31, 2012			June 30, 2013			December 31, 2012
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair  Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
(millions)
Commodity DerivativeInstruments	Current Assets	$	72	Current Assets	$	63	Current Liabilities (1)	$	13	Current Liabilities	$	7
	Noncurrent Assets	95		Noncurrent Assets	21		Noncurrent Liabilities	—		Noncurrent Liabilities	3
Total		$	167		$	84		$	13		$	10

⁽¹⁾ Includes $12 million of deferred put option premium.

Effect of derivative instruments on consolidated statement of operations

The effect of derivative instruments on our consolidated statements of operations was as follows: 

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
(millions)
Realized Mark-to-Market (Gain) Loss
Crude Oil	$	6		$	17		$	14		$	51
Natural Gas	(8		)	(16		)	(23		)	(27		)
Total Realized Mark-to-Market (Gain) Loss	(2		)	1			(9		)	24
Unrealized Mark-to-Market (Gain) Loss
Crude Oil	(124		)	(300		)	(83		)	(208		)
Natural Gas	(35		)	23			3			4
Total Unrealized Mark-to-Market Gain	(159		)	(277		)	(80		)	(204		)
Total Gain on Commodity Derivative Instruments	$	(161	)	$	(276	)	$	(89	)	$	(180	)

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Segment Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012		Dec. 31, 2012
Segment Reporting Information [Line Items]
Revenues from Third Parties	$ 1,112		$ 934		$ 2,196		$ 1,970
Income from Equity Method Investees	37		31		96		83
Total Revenues	1,149		965		2,292		2,053
DD&A	368		325		734		619
Gain on Commodity Derivative Instruments	(161)	[1]	(276)	[1]	(89)	[1]	(180)	[1]
Income from Continuing Operations Before Income Taxes	486		390		804		724
Total Assets	17,961				17,961				17,509
United States [Member]
Segment Reporting Information [Line Items]
Revenues from Third Parties	683		527		1,399		1,080
Income from Equity Method Investees	0		0		0		0
Total Revenues	683		527		1,399		1,080
DD&A	258		232		524		430
Gain on Commodity Derivative Instruments	(111)	[1]	(93)	[1]	(62)	[1]	(102)	[1]
Income from Continuing Operations Before Income Taxes	320		48		563		241
Total Assets	11,899				11,899				11,199
West Africa [Member]
Segment Reporting Information [Line Items]
Revenues from Third Parties	290		332		563		715
Income from Equity Method Investees	37		31		96		83
Total Revenues	327		363		659		798
DD&A	63		62		117		135
Gain on Commodity Derivative Instruments	(50)	[1]	(183)	[1]	(27)	[1]	(78)	[1]
Income from Continuing Operations Before Income Taxes	268		455		499		682
Total Assets	3,022				3,022				3,063
Eastern Mediterranean [Member]
Segment Reporting Information [Line Items]
Revenues from Third Parties	101		29		152		73
Income from Equity Method Investees	0		0		0		0
Total Revenues	101		29		152		73
DD&A	27		10		55		15
Gain on Commodity Derivative Instruments	0	[1]	0	[1]	0		0
Income from Continuing Operations Before Income Taxes	44		5		59		37
Total Assets	2,679				2,679				2,572
Other Int'l & Corporate
Segment Reporting Information [Line Items]
Revenues from Third Parties	38		46		82		102
Income from Equity Method Investees	0		0		0		0
Total Revenues	38		46		82		102
DD&A	20		21		38		39
Gain on Commodity Derivative Instruments	0	[1]	0	[1]	0		0
Income from Continuing Operations Before Income Taxes	(146)		(118)		(317)		(236)
Total Assets	$ 361				$ 361				$ 675

[1] 4. Derivative Instruments and Hedging Activities.

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Fair Value Measurements and Disclosures (Details 3) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long Term Debt Net Of Unamortized Discount	$ 3,800	[1]	$ 3,797	[1]
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long Term Debt Net Of Unamortized Discount	$ 4,330	[1]	$ 4,570	[1]

[1] Excludes FPSO and other capital lease obligations. No floating rate debt was outstanding at June 30, 2013 or December 31, 2012.

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Derivative Instruments and Hedging Activities (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012	Jun. 30, 2013		Jun. 30, 2012	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value	$ 167			$ 167			$ 84
Derivative Liability, Fair Value	13			13			10
Realized Mark-to-Market (Gain) Loss	(2)		1	(9)		24
Unrealized Mark-to-Market (Gain) Loss	(159)		(277)	(80)		(204)
Total Gain on Commodity Derivative Instruments	(161)		(276)	(89)		(180)
Deferred Option Premium	12			12
Current Assets
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value	72			72			63
Current Liabilities (1)
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value	13	[1]		13	[1]		7
Noncurrent Assets
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value	95			95			21
Noncurrent Liabilities
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value	0			0			3
Crude Oil Commodity Contract
Derivatives, Fair Value [Line Items]
Realized Mark-to-Market (Gain) Loss	6		17	14		51
Unrealized Mark-to-Market (Gain) Loss	(124)		(300)	(83)		(208)
Natural Gas Commodity Contract
Derivatives, Fair Value [Line Items]
Realized Mark-to-Market (Gain) Loss	(8)		(16)	(23)		(27)
Unrealized Mark-to-Market (Gain) Loss	$ (35)		$ 23	$ 3		$ 4

[1] Includes $12 million of deferred put option premium.

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Debt (Details) (USD $)	6 Months Ended		12 Months Ended
	Jun. 30, 2013		Dec. 31, 2012
Debt Instrument [Line Items]
Debt	$ 4,136,000,000		$ 4,123,000,000
Unamortized Discount	(12,000,000)		(15,000,000)
Total Debt, Net of Discount	4,124,000,000		4,108,000,000
Current Portion of Long Term Debt, net of discount	527,000,000	[1]	324,000,000	[1]
Long-term Debt Due After One Year	3,547,000,000		3,736,000,000
Credit Facility due October 14, 2016 [Member]
Debt Instrument [Line Items]
Debt	0	[2]	0	[2]
Interest Rate (percentage in hundredths)	0.00%		0.00%
Debt instrument, maturity date	Oct. 14, 2016		Oct. 14, 2016
Revolving Credit Facility Maximum Borrowing Capacity	4,000,000,000
CONSOL Installment Payment, due September 30, 2013
Debt Instrument [Line Items]
Debt	328,000,000		328,000,000
Interest Rate (percentage in hundredths)	1.79%	[3]	1.79%	[3]
Debt instrument, maturity date	Sep. 30, 2013		Sep. 30, 2013
Current Portion of Long Term Debt, net of discount	(327,000,000)		(324,000,000)
FPSO and Other Capital Lease Obligations
Debt Instrument [Line Items]
Debt	324,000,000		311,000,000
Interest Rate (percentage in hundredths)	0.00%		0.00%
Long-Term Debt and Capital Lease Obligations, Current, net of discount	(50,000,000)		(48,000,000)
5¼% Senior Notes, due April 15, 2014
Debt Instrument [Line Items]
Debt	200,000,000		200,000,000
Interest Rate (percentage in hundredths)	5.25%		5.25%
Debt instrument, maturity date	Apr. 15, 2014		Apr. 15, 2014
Current Portion of Long Term Debt, net of discount	(200,000,000)		0
8¼% Senior Notes, due March 1, 2019
Debt Instrument [Line Items]
Debt	1,000,000,000		1,000,000,000
Interest Rate (percentage in hundredths)	8.25%		8.25%
Debt instrument, maturity date	Mar. 01, 2019		Mar. 01, 2019
4.15% Senior Notes, due December 15, 2021
Debt Instrument [Line Items]
Debt	1,000,000,000		1,000,000,000
Interest Rate (percentage in hundredths)	4.15%		4.15%
Debt instrument, maturity date	Dec. 15, 2021		Dec. 15, 2021
7¼% Senior Notes, due October 15, 2023
Debt Instrument [Line Items]
Debt	100,000,000		100,000,000
Interest Rate (percentage in hundredths)	7.25%		7.25%
Debt instrument, maturity date	Oct. 15, 2023		Oct. 15, 2023
8% Senior Notes, due April 1, 2027
Debt Instrument [Line Items]
Debt	250,000,000		250,000,000
Interest Rate (percentage in hundredths)	8.00%		8.00%
Debt instrument, maturity date	Apr. 01, 2027		Apr. 01, 2027
6% Senior Notes, due March 1, 2041
Debt Instrument [Line Items]
Debt	850,000,000		850,000,000
Interest Rate (percentage in hundredths)	6.00%		6.00%
Debt instrument, maturity date	Mar. 01, 2041		Mar. 01, 2041
7¼% Senior Debentures, due August 1, 2097
Debt Instrument [Line Items]
Debt	$ 84,000,000		$ 84,000,000
Interest Rate (percentage in hundredths)	7.25%		7.25%
Debt instrument, maturity date	Aug. 01, 2097		Aug. 01, 2097

[1] See Note 5. Debt.

[2] Our Credit Agreement provides for a $4.0 billion unsecured revolving Credit Facility. The Credit Facility is available for general corporate purposes.

[3] Imputed rate based on the prevailing market rates for similar debt instruments at the date of assessment.

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Debt

6 Months Ended

Jun. 30, 2013

Debt [Abstract]

Debt

Debt

Our debt consists of the following:

	June 30, 2013						December 31, 2012
	Debt			Interest Rate			Debt			Interest Rate
(millions, except percentages)
Credit Facility, due October 14, 2016 (1)	$	—		—			$	—		—
CONSOL Installment Payment, due September 30, 2013	328			1.79	%	(2)	328			1.79	%	(2)
FPSO and Other Capital Lease Obligations	324			—			311			—
5¼% Senior Notes, due April 15, 2014	200			5.25	%		200			5.25	%
8¼% Senior Notes, due March 1, 2019	1,000			8.25	%		1,000			8.25	%
4.15% Senior Notes, due December 15, 2021	1,000			4.15	%		1,000			4.15	%
7¼% Senior Notes, due October 15, 2023	100			7.25	%		100			7.25	%
8% Senior Notes, due April 1, 2027	250			8.00	%		250			8.00	%
6% Senior Notes, due March 1, 2041	850			6.00	%		850			6.00	%
7¼% Senior Debentures, due August 1, 2097	84			7.25	%		84			7.25	%
Total	4,136						4,123
Unamortized Discount	(12		)				(15		)
Total Debt, Net of Discount	4,124						4,108
Less Amounts Due Within One Year
Current portion of CONSOL Installment Payment, net of discount	(327		)				(324		)
5¼% Senior Notes, due April 15, 2014, net of discount	(200		)				—
FPSO and Other Capital Lease Obligations	(50		)				(48		)
Long-Term Debt Due After One Year	$	3,547					$	3,736

⁽¹⁾  Our Credit Agreement provides for a $4.0 billion unsecured revolving Credit Facility. The Credit Facility is available for general corporate purposes.

⁽²⁾  Imputed rate based on the prevailing market rates for similar debt instruments at the date of assessment.

See Note6. Fair Value Measurements and Disclosures for a discussion of methods and assumptions used to estimate the fair values of debt.

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment Information

We have operations throughout the world and manage our operations by country. The following information is grouped into four components that are all in the business of crude oil and natural gas exploration, development, production, and acquisition: the United States; West Africa (Equatorial Guinea, Cameroon, and Sierra Leone; as well as Senegal/Guinea-Bissau, which we exited in the third quarter of 2012); Eastern Mediterranean (Israel and Cyprus); and Other International and Corporate. Other International includes China, Falkland Islands, Nicaragua and new ventures. As of June 30, 2013, our remaining North Sea assets were reclassified to assets held for sale, and prior year amounts have been reclassified to exclude the North Sea geographical segment. See Note3. Divestitures.

	Consolidated			United States			West Africa			Eastern Mediterranean		Other Int'l & Corporate
(millions)
Three Months Ended June 30, 2013
Revenues from Third Parties	$	1,112		$	683		$	290		$	101	$	38
Income from Equity Method Investees	37			—			37			—		—
Total Revenues	1,149			683			327			101		38
DD&A	368			258			63			27		20
Gain on Commodity Derivative Instruments (1)	(161		)	(111		)	(50		)	—		—
Income (Loss) from Continuing Operations Before Income Taxes	486			320			268			44		(146		)
Three Months Ended June 30, 2012
Revenues from Third Parties	$	934		$	527		$	332		$	29	$	46
Income from Equity Method Investees	31			—			31			—		—
Total Revenues	965			527			363			29		46
DD&A	325			232			62			10		21
Gain on Commodity Derivative Instruments (1)	(276		)	(93		)	(183		)	—		—
Income (Loss) from Continuing Operations Before Income Taxes	390			48			455			5		(118		)
Six Months Ended June 30, 2013
Revenues from Third Parties	$	2,196		$	1,399		$	563		$	152	$	82
Income from Equity Method Investees	96			—			96			—		—
Total Revenues	2,292			1,399			659			152		82
DD&A	734			524			117			55		38
Gain on Commodity Derivative Instruments (1)	(89		)	(62		)	(27		)	—		—
Income (Loss) from Continuing Operations Before Income Taxes	804			563			499			59		(317		)
Six Months Ended June 30, 2012
Revenues from Third Parties	$	1,970		$	1,080		$	715		$	73	$	102
Income from Equity Method Investees	83			—			83			—		—
Total Revenues	2,053			1,080			798			73		102
DD&A	619			430			135			15		39
Gain on Commodity Derivative Instruments (1)	(180		)	(102		)	(78		)	—		—
Income (Loss) from Continuing Operations Before Income Taxes	724			241			682			37		(236		)
June 30, 2013
Total Assets	$	17,961		$	11,899		$	3,022		$	2,679	$	361
December 31, 2012
Total Assets	17,509			11,199			3,063			2,572		675

⁽¹⁾See Note4. Derivative Instruments and Hedging Activities.

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Basic and Diluted Earnings Per Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012		Jun. 30, 2013	Jun. 30, 2012
Earnings Per Share [Abstract]
Income from Continuing Operations	$ 358	$ 275		$ 590	$ 524
Earning Adjustment from Assumed Conversion Of Dilutive Shares of Common Stock in Rabbi Trust	0	(7)	[1]	0	(5)	[1]
Income from Continuing Operations Used for Diluted Earnings Per Share Calculation	$ 358	$ 268		$ 590	$ 519
Weighted Average Number of Shares Outstanding, Basic (in shares)	359	356		358	355
Incremental Shares from Assumed Conversion of Dilutive Stock Options, Restricted Stock and Shares of Common Stock in Rabbi Trust (in shares)	4	5		4	5
Weighted Average Number of Shares Outstanding, Diluted (in shares)	363	361		362	360
Earnings from Continuing Operations Per Share, Basic (in dollars per share)	$ 1.00	$ 0.77		$ 1.64	$ 1.47
Earnings from Continuing Operations Per Share, Diluted (in dollars per share)	$ 0.99	$ 0.74		$ 1.63	$ 1.44
Number of antidilutive stock options, shares of restricted stock and shares of common stock in rabbi trust excluded from calculation above (in shares)	5	5		5	5

[1] Consistent with GAAP, when dilutive, deferred compensation gains or losses, net of tax, are excluded from net income while our common shares held in the rabbi trust are included in the diluted share count. For this reason, the diluted earnings per share calculations for the three and six months ended June 30, 2012 exclude deferred compensation gains.

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Asset Retirement Obligations

6 Months Ended

Jun. 30, 2013

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligations

Asset Retirement Obligations

Asset retirement obligation (ARO) consists primarily of estimated costs of dismantlement, removal, site reclamation and similar activities associated with our oil and gas properties. Changes in ARO are as follows:

	Six Months Ended June 30,
	2013			2012
(millions)
Asset Retirement Obligations, Beginning Balance	$	402		$	377
Liabilities Incurred	2			23
Liabilities Settled	(10		)	(2		)
Revision of Estimate	7			20
Accretion Expense (1)	14			14
Other	—			(89		)
Asset Retirement Obligations, Ending Balance	$	415		$	343

⁽¹⁾ Accretion expense is included in DD&Aexpense in the consolidated statements ofoperations.

Liabilities incurred in 2013 relate primarily to wells drilled in the DJ Basin, onshore US. Liabilities incurred in 2012 include costs to abandon the Leviathan-2 appraisal well, offshore Israel. Liabilities settled in 2013 relate primarily to onshore US properties sold. See Note3. Divestitures. Revisions relate primarily to our Alen development, offshore Equatorial Guinea, in 2013 and China in 2012. Other includes ARO liabilities associated with North Sea properties held for sale, which were included within liabilities associated with assets held for sale.

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Derivative Instruments and Hedging Activities

6 Months Ended

Jun. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

Objective and Strategies for Using Derivative Instruments   We are exposed to fluctuations in crude oil and natural gas prices on the majority of our production. In order to mitigate the effect of commodity price volatility and enhance the predictability of cash flows relating to the marketing of our global crude oil and domestic natural gas, we enter into crude oil and natural gas price hedging arrangements with respect to a portion of our expected production. The derivative instruments we use include variable to fixed price commodity swaps, two-way and three-way collars and put options.

During the first quarter of 2013, we restructured our hedge portfolio to better align hedge benchmark prices with our realized crude oil sales prices. We terminated certain of our crude oil swaps and three way collars while entering into new hedging instruments including crude oil swaps and put options. As a result of this restructuring, we recognized a de minimis gain on hedge terminations.

We also may enter into forward contracts to hedge anticipated exposure to interest rate risk associated with public debt financing.

While these instruments mitigate the cash flow risk of future reductions in commodity prices or increases in interest rates, they may also curtail benefits from future increases in commodity prices or decreases in interest rates. See Note6. Fair Value Measurements and Disclosures for a discussion of methods and assumptions used to estimate the fair values of our derivative instruments.

Unsettled Derivative Instruments   As of June 30, 2013, we had entered into the following crude oil derivative instruments: 

				Swaps		Options		Collars
Settlement Period	Type of Contract	Index	Bbls Per Day	Weighted Average Fixed Price		Put Option Premium		Weighted Average  Short Put  Price		Weighted Average Floor Price		Weighted Average  Ceiling Price
Instruments Entered Into as of June 30, 2013
2013	Swaps	NYMEX WTI  (1)	9,000	$	90.16	$	—	$	—	$	—	$	—
2013	Swaps	Dated Brent	3,000	98.03		—		—		—		—
2013	Two-Way Collars	NYMEX WTI	5,000	—		—		—		95.00		115.00
2013	Three-Way Collars	NYMEX WTI	7,000	—		—		63.57		83.57		109.04
2013	Three-Way Collars	Dated Brent	13,000	—		—		81.15		100.75		124.68
2013	Put Options (2)	NYMEX WTI	11,000	—		5.97		—		97.60		—
2014	Swaps	NYMEX WTI	37,000	92.67		—		—		—		—
2014	Swaps	Dated Brent	10,000	103.33		—		—		—		—
2014	Three-Way Collars	NYMEX WTI	9,000	—		—		75.89		90.89		100.44
2014	Three-Way Collars	Dated Brent	8,000	—		—		84.38		98.25		121.56
2015	Swaps	NYMEX WTI	10,000	87.01		—		—		—		—
2015	Swaps	Dated Brent	5,000	99.04		—		—		—		—
2015	Three-Way Collars	NYMEX WTI	10,000	—		—		68.50		88.50		92.87
2015	Three-Way Collars	Dated Brent	5,000	—		—		75.00		95.00		112.53

⁽¹⁾  West Texas Intermediate

⁽²⁾  For put options, we typically pay a premium to the counterparty in exchange for the sale of the instrument. If the index price is below the floor price of the put option, we receive the difference between the floor price and the index price multiplied by the contract volumes less the option premium. If the index price settles at or above the floor price of the put option, we pay only the put option premium.

As of June 30, 2013, we had entered into the following natural gas derivative instruments:

				Swaps		Collars
Settlement Period	Type of Contract	Index	MMBtu Per Day	Weighted Average Fixed Price		Weighted Average Short Put  Price		Weighted Average Floor Price		Weighted Average Ceiling Price
Instruments Entered Into as of June 30, 2013
2013	Swaps	NYMEX HH (1)	60,000	$	4.58	$	—	$	—	$	—
2013	Two-Way Collars	NYMEX HH	40,000	—		—		3.25		5.14
2013	Three-Way Collars	NYMEX HH	100,000	—		3.88		4.75		5.63
2014	Swaps	NYMEX HH	60,000	4.24		—		—		—
2014	Three-Way Collars	NYMEX HH	230,000	—		2.83		3.75		4.98
2015	Swaps	NYMEX HH	80,000	4.32		—		—		—
2015	Three-Way Collars	NYMEX HH	120,000	—		3.54		4.25		5.06

⁽¹⁾  Henry Hub

Fair Value Amounts and Gains and Losses on Derivative Instruments   The fair values of derivative instruments in our consolidated balance sheets were as follows: 

Fair Value of Derivative Instruments
	Asset Derivative Instruments						Liability Derivative Instruments
	June 30, 2013			December 31, 2012			June 30, 2013			December 31, 2012
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair  Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
(millions)
Commodity DerivativeInstruments	Current Assets	$	72	Current Assets	$	63	Current Liabilities (1)	$	13	Current Liabilities	$	7
	Noncurrent Assets	95		Noncurrent Assets	21		Noncurrent Liabilities	—		Noncurrent Liabilities	3
Total		$	167		$	84		$	13		$	10

⁽¹⁾ Includes $12 million of deferred put option premium.

The effect of derivative instruments on our consolidated statements of operations was as follows: 

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
(millions)
Realized Mark-to-Market (Gain) Loss
Crude Oil	$	6		$	17		$	14		$	51
Natural Gas	(8		)	(16		)	(23		)	(27		)
Total Realized Mark-to-Market (Gain) Loss	(2		)	1			(9		)	24
Unrealized Mark-to-Market (Gain) Loss
Crude Oil	(124		)	(300		)	(83		)	(208		)
Natural Gas	(35		)	23			3			4
Total Unrealized Mark-to-Market Gain	(159		)	(277		)	(80		)	(204		)
Total Gain on Commodity Derivative Instruments	$	(161	)	$	(276	)	$	(89	)	$	(180	)

 Accumulated other comprehensive loss (AOCL) at June 30, 2013 included deferred losses of $25 million, net of tax, related to interest rate derivative instruments. This amount will be reclassified to earnings as an adjustment to interest expense over the terms of our senior notes due April 2014 and March 2041.  Approximately $2 million of deferred losses (net of tax) will be reclassified to earnings during the next 12 months and will be recorded as an increase in interest expense.

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Consolidated Statements of Shareholders' Equity (unaudited) (USD $) In Millions	Total	Common Stock (1)		Additional Paid in Capital (1)		Accumulated Other Comprehensive Loss	Treasury Stock at Cost	Retained Earnings
Balance at Beginning of Period at Dec. 31, 2011	$ 7,265	$ 1,312	[1]	$ 1,841	[1]	$ (100)	$ (638)	$ 4,850
Net Income	556	0		0		0	0	556
Stock-based Compensation	34	0		34	[1]	0	0	0
Exercise of Stock Options	26	0		26	[1]	0	0	0
Tax Benefits Related to Exercise of Stock Options	13	0		13	[1]	0	0	0
Dividends	(79)	0		0		0	0	(79)
Changes in Treasury Stock, Net	(13)	0		0		0	(13)
Change in Par Value	0	(1,308)	[1]	1,308	[1]	0	0	0
Net Change in Pension and Other	3	0		0		3	0	0
Balance at End of Period at Jun. 30, 2012	7,805	4	[1]	3,222	[1]	(97)	(651)	5,327
Balance at Beginning of Period at Dec. 31, 2012	8,258	4	[1]	3,302	[1]	(113)	(648)	5,713
Net Income	639	0		0		0	0	639
Stock-based Compensation	38	0		38		0	0	0
Exercise of Stock Options	31	0		31		0	0	0
Tax Benefits Related to Exercise of Stock Options	12	0		12		0	0	0
Dividends	(96)	0		0		0	0	(96)
Changes in Treasury Stock, Net	(14)	0		0		0	(14)	0
Net Change in Pension and Other	7	0		0		7	0	0
Balance at End of Period at Jun. 30, 2013	$ 8,875	$ 4		$ 3,383		$ (106)	$ (662)	$ 6,256

[1] Amounts restated to reflect impact of stock split

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Divestitures (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Discontinued Operation, Income (Loss) from Discontinued Operation Disclosures [Abstract]
Oil and Gas Sales	$ 12	$ 65		$ 21		$ 140
Income Before Income Taxes	5	39		4		79
Income Tax Expense	3	22		10		47
Operating Income (Loss), Net of Tax	2	17		(6)		32
Gain on Sale, Net of Tax	17	0		55		0
Discontinued Operations, Net of Tax	19	17		49		32
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales Proceeds				114		10
Gain on Divestitures	0	(9)	[1]	(12)	[1]	(9)	[1]
North Sea Assets Sold [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales Proceeds				54
US Onshore Assets Sold [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales Proceeds				60
Net Book Value of Assets Sold				(53)
Goodwill Allocated to Assets Sold				(4)
Asset Retirement Obligations Associated with Assets Sold				5
Other Closing Adjustments				4
Gain on Divestitures				$ 12

[1] See Note 3. Divestitures