Delaware
|
|
73-0785597
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. employer identification number)
|
1001 Noble Energy Way
|
|
|
Houston, Texas
|
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77070
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(Address of principal executive offices)
|
|
(Zip Code)
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(281) 872-3100
(Registrant’s telephone number, including area code)
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
(Do not check if a smaller reporting company)
|
|
Part I.
Financial Information
|
|
|
|
Item 1.
Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Item 4.
Controls and Procedures
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|
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Part II.
Other Information
|
|
|
|
Item 1.
Legal Proceedings
|
|
|
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Item 1A.
Risk Factors
|
|
|
|
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Item 3.
Defaults Upon Senior Securities
|
|
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Item 4.
Mine Safety Disclosures
|
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Item 5.
Other Information
|
|
|
|
Item 6.
Exhibits
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Oil, Gas and NGL Sales
|
$
|
765
|
|
|
$
|
1,228
|
|
|
$
|
2,227
|
|
|
$
|
3,893
|
|
Income from Equity Method Investees
|
36
|
|
|
41
|
|
|
60
|
|
|
138
|
|
||||
Total
|
801
|
|
|
1,269
|
|
|
2,287
|
|
|
4,031
|
|
||||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||
Production Expense
|
235
|
|
|
216
|
|
|
693
|
|
|
689
|
|
||||
Exploration Expense
|
203
|
|
|
217
|
|
|
308
|
|
|
350
|
|
||||
Depreciation, Depletion and Amortization
|
539
|
|
|
460
|
|
|
1,444
|
|
|
1,297
|
|
||||
General and Administrative
|
109
|
|
|
132
|
|
|
308
|
|
|
399
|
|
||||
Asset Impairments
|
—
|
|
|
33
|
|
|
43
|
|
|
164
|
|
||||
Other Operating (Income) Expense, Net
|
182
|
|
|
(19
|
)
|
|
252
|
|
|
(31
|
)
|
||||
Total
|
1,268
|
|
|
1,039
|
|
|
3,048
|
|
|
2,868
|
|
||||
Operating Income (Loss)
|
(467
|
)
|
|
230
|
|
|
(761
|
)
|
|
1,163
|
|
||||
Other (Income) Expense
|
|
|
|
|
|
|
|
|
|
||||||
Gain on Commodity Derivative Instruments
|
(267
|
)
|
|
(385
|
)
|
|
(331
|
)
|
|
(74
|
)
|
||||
Interest, Net of Amount Capitalized
|
71
|
|
|
52
|
|
|
183
|
|
|
151
|
|
||||
Other Non-Operating (Income) Expense, Net
|
(12
|
)
|
|
(13
|
)
|
|
(20
|
)
|
|
1
|
|
||||
Total
|
(208
|
)
|
|
(346
|
)
|
|
(168
|
)
|
|
78
|
|
||||
Income (Loss) Before Income Taxes
|
(259
|
)
|
|
576
|
|
|
(593
|
)
|
|
1,085
|
|
||||
Income Tax (Benefit) Provision
|
24
|
|
|
157
|
|
|
(180
|
)
|
|
274
|
|
||||
Net Income (Loss)
|
$
|
(283
|
)
|
|
$
|
419
|
|
|
$
|
(413
|
)
|
|
$
|
811
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (Loss) Per Share, Basic
|
$
|
(0.67
|
)
|
|
$
|
1.16
|
|
|
$
|
(1.05
|
)
|
|
$
|
2.25
|
|
Earnings (Loss) Per Share, Diluted
|
$
|
(0.67
|
)
|
|
$
|
1.12
|
|
|
$
|
(1.05
|
)
|
|
$
|
2.21
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Number of Shares Outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
420
|
|
|
362
|
|
|
392
|
|
|
361
|
|
||||
Diluted
|
420
|
|
|
367
|
|
|
392
|
|
|
367
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net Income (Loss)
|
$
|
(283
|
)
|
|
$
|
419
|
|
|
$
|
(413
|
)
|
|
$
|
811
|
|
Other Items of Comprehensive Income
|
|
|
|
|
|
|
|
||||||||
Net Change in Mutual Fund Investment
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
||||
Less Tax Benefit
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Net Change in Pension and Other
|
69
|
|
|
6
|
|
|
94
|
|
|
16
|
|
||||
Less Tax Expense
|
(23
|
)
|
|
(2
|
)
|
|
(33
|
)
|
|
(6
|
)
|
||||
Other Comprehensive Income
|
46
|
|
|
4
|
|
|
53
|
|
|
10
|
|
||||
Comprehensive Income (Loss)
|
$
|
(237
|
)
|
|
$
|
423
|
|
|
$
|
(360
|
)
|
|
$
|
821
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
1,028
|
|
|
$
|
1,183
|
|
Accounts Receivable, Net
|
571
|
|
|
857
|
|
||
Commodity Derivative Assets, Current
|
650
|
|
|
710
|
|
||
Other Current Assets
|
281
|
|
|
325
|
|
||
Total Current Assets
|
2,530
|
|
|
3,075
|
|
||
Property, Plant and Equipment
|
|
|
|
|
|
||
Oil and Gas Properties (Successful Efforts Method of Accounting)
|
30,456
|
|
|
25,599
|
|
||
Property, Plant and Equipment, Other
|
830
|
|
|
630
|
|
||
Total Property, Plant and Equipment, Gross
|
31,286
|
|
|
26,229
|
|
||
Accumulated Depreciation, Depletion and Amortization
|
(9,537
|
)
|
|
(8,086
|
)
|
||
Total Property, Plant and Equipment, Net
|
21,749
|
|
|
18,143
|
|
||
Goodwill
|
945
|
|
|
620
|
|
||
Other Noncurrent Assets
|
741
|
|
|
715
|
|
||
Total Assets
|
$
|
25,965
|
|
|
$
|
22,553
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
|
||
Accounts Payable - Trade
|
$
|
1,297
|
|
|
$
|
1,578
|
|
Other Current Liabilities
|
795
|
|
|
944
|
|
||
Total Current Liabilities
|
2,092
|
|
|
2,522
|
|
||
Long-Term Debt
|
8,033
|
|
|
6,103
|
|
||
Deferred Income Taxes, Noncurrent
|
2,286
|
|
|
2,516
|
|
||
Other Noncurrent Liabilities
|
1,104
|
|
|
1,087
|
|
||
Total Liabilities
|
13,515
|
|
|
12,228
|
|
||
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; 1 Billion and 500 Million Shares Authorized, respectively; 469 Million and 402 Million Shares Issued, respectively
|
5
|
|
|
4
|
|
||
Additional Paid in Capital
|
6,342
|
|
|
3,624
|
|
||
Accumulated Other Comprehensive Loss
|
(37
|
)
|
|
(90
|
)
|
||
Treasury Stock, at Cost; 38 Million Shares
|
(691
|
)
|
|
(671
|
)
|
||
Retained Earnings
|
6,831
|
|
|
7,458
|
|
||
Total Shareholders’ Equity
|
12,450
|
|
|
10,325
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
25,965
|
|
|
$
|
22,553
|
|
|
Nine Months Ended
September 30, |
||||||
|
2015
|
|
2014
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net Income (Loss)
|
$
|
(413
|
)
|
|
$
|
811
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
|
|
|
|
|
|
||
Depreciation, Depletion and Amortization
|
1,444
|
|
|
1,297
|
|
||
Asset Impairments
|
43
|
|
|
164
|
|
||
Dry Hole Cost
|
154
|
|
|
163
|
|
||
Deferred Income Tax (Benefit) Expense
|
(244
|
)
|
|
61
|
|
||
Income (Loss) from Equity Method Investees, Net of Dividends
|
(4
|
)
|
|
53
|
|
||
(Gain) Loss on Commodity Derivative Instruments
|
(331
|
)
|
|
(74
|
)
|
||
Net Cash Received (Paid) in Settlement of Commodity Derivative Instruments
|
683
|
|
|
(95
|
)
|
||
Gain on Divestitures
|
—
|
|
|
(72
|
)
|
||
Stock Based Compensation
|
69
|
|
|
67
|
|
||
Non-cash Pension Termination Expense
|
81
|
|
|
—
|
|
||
Other Adjustments for Noncash Items Included in Income
|
78
|
|
|
42
|
|
||
Changes in Operating Assets and Liabilities
|
|
|
|
|
|||
Decrease in Accounts Receivable
|
370
|
|
|
166
|
|
||
(Decrease) Increase in Accounts Payable
|
(248
|
)
|
|
103
|
|
||
(Decrease) in Current Income Taxes Payable
|
(118
|
)
|
|
21
|
|
||
Other Current Assets and Liabilities, Net
|
(28
|
)
|
|
16
|
|
||
Other Operating Assets and Liabilities, Net
|
(50
|
)
|
|
(20
|
)
|
||
Net Cash Provided by Operating Activities
|
1,486
|
|
|
2,703
|
|
||
Cash Flows From Investing Activities
|
|
|
|
|
|
||
Additions to Property, Plant and Equipment
|
(2,519
|
)
|
|
(3,585
|
)
|
||
Rosetta Merger
|
61
|
|
|
—
|
|
||
Additions to Equity Method Investments
|
(86
|
)
|
|
(58
|
)
|
||
Distribution from Equity Method Investee
|
—
|
|
|
156
|
|
||
Proceeds from Divestitures
|
151
|
|
|
312
|
|
||
Net Cash Used in Investing Activities
|
(2,393
|
)
|
|
(3,175
|
)
|
||
Cash Flows From Financing Activities
|
|
|
|
|
|
||
Exercise of Stock Options
|
7
|
|
|
45
|
|
||
Excess Tax Benefits from Stock-Based Awards
|
2
|
|
|
18
|
|
||
Dividends Paid, Common Stock
|
(214
|
)
|
|
(182
|
)
|
||
Purchase of Treasury Stock
|
(20
|
)
|
|
(15
|
)
|
||
Proceeds from Issuance of Shares of Common Stock to Public, Net of Offering Costs
|
1,112
|
|
|
—
|
|
||
Proceeds from Credit Facility
|
—
|
|
|
900
|
|
||
Repayment of Credit Facility
|
(74
|
)
|
|
—
|
|
||
Repayment of Senior Notes
|
(12
|
)
|
|
(200
|
)
|
||
Repayment of Capital Lease Obligation
|
(49
|
)
|
|
(42
|
)
|
||
Net Cash Provided by Financing Activities
|
752
|
|
|
524
|
|
||
Increase (Decrease) in Cash and Cash Equivalents
|
(155
|
)
|
|
52
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
1,183
|
|
|
1,117
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
1,028
|
|
|
$
|
1,169
|
|
|
Common
Stock
|
|
Additional
Paid in
Capital
|
|
Accumulated Other
Comprehensive
Loss
|
|
Treasury
Stock at
Cost
|
|
Retained
Earnings
|
|
Total
Shareholders'
Equity
|
||||||||||||
December 31, 2014
|
$
|
4
|
|
|
$
|
3,624
|
|
|
$
|
(90
|
)
|
|
$
|
(671
|
)
|
|
$
|
7,458
|
|
|
$
|
10,325
|
|
Net Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(413
|
)
|
|
(413
|
)
|
||||||
Rosetta Merger
|
1
|
|
|
1,528
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,529
|
|
||||||
Stock-based Compensation
|
—
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69
|
|
||||||
Exercise of Stock Options
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||
Tax Benefits Related to Exercise of Stock Options
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Dividends (54 cents per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214
|
)
|
|
(214
|
)
|
||||||
Changes in Treasury Stock, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
||||||
Issuance of Shares of Common Stock to Public, Net of Offering Costs
|
—
|
|
|
1,112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,112
|
|
||||||
Net Change in Pension and Other
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||||
September 30, 2015
|
$
|
5
|
|
|
$
|
6,342
|
|
|
$
|
(37
|
)
|
|
$
|
(691
|
)
|
|
$
|
6,831
|
|
|
$
|
12,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2013
|
$
|
4
|
|
|
$
|
3,463
|
|
|
$
|
(117
|
)
|
|
$
|
(659
|
)
|
|
$
|
6,493
|
|
|
$
|
9,184
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
811
|
|
|
811
|
|
||||||
Stock-based Compensation
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
||||||
Exercise of Stock Options
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
||||||
Tax Benefits Related to Exercise of Stock Options
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||
Dividends (50 cents per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(182
|
)
|
|
(182
|
)
|
||||||
Changes in Treasury Stock, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
||||||
Net Change in Pension and Other
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
September 30, 2014
|
$
|
4
|
|
|
$
|
3,593
|
|
|
$
|
(107
|
)
|
|
$
|
(674
|
)
|
|
$
|
7,122
|
|
|
$
|
9,938
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Production Expense
|
|
|
|
|
|
|
|
|
|
||||||
Lease Operating Expense
|
$
|
133
|
|
|
$
|
132
|
|
|
$
|
419
|
|
|
$
|
424
|
|
Production and Ad Valorem Taxes
|
28
|
|
|
44
|
|
|
89
|
|
|
146
|
|
||||
Transportation and Gathering Expense
|
74
|
|
|
40
|
|
|
185
|
|
|
119
|
|
||||
Total
|
$
|
235
|
|
|
$
|
216
|
|
|
$
|
693
|
|
|
$
|
689
|
|
Other Operating (Income) Expense, Net
|
|
|
|
|
|
|
|
|
|
||||||
Midstream Gathering and Processing (Income) Expense, Net
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
10
|
|
|
$
|
8
|
|
Corporate Restructuring Expense
(1)
|
21
|
|
|
—
|
|
|
39
|
|
|
—
|
|
||||
Stacked Drilling Rig Expense
(2)
|
13
|
|
|
—
|
|
|
20
|
|
|
—
|
|
||||
Pension Plan Expense
(3)
|
67
|
|
|
—
|
|
|
88
|
|
|
—
|
|
||||
Rosetta Merger Expenses
(4)
|
71
|
|
|
—
|
|
|
73
|
|
|
—
|
|
||||
Gain on Divestitures
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(72
|
)
|
||||
Other, Net
|
6
|
|
|
10
|
|
|
22
|
|
|
33
|
|
||||
Total
|
$
|
182
|
|
|
$
|
(19
|
)
|
|
$
|
252
|
|
|
$
|
(31
|
)
|
Other Non-Operating (Income) Expense, Net
|
|
|
|
|
|
|
|
|
|
||||||
Deferred Compensation (Income) Expense
(5)
|
$
|
(13
|
)
|
|
$
|
(12
|
)
|
|
(19
|
)
|
|
$
|
—
|
|
|
Other (Income) Expense, Net
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
|
1
|
|
||||
Total
|
$
|
(12
|
)
|
|
$
|
(13
|
)
|
|
$
|
(20
|
)
|
|
$
|
1
|
|
(1)
|
Amount represents expenses associated with the relocation of our personnel. The expenses primarily include the relocation of our Ardmore, Oklahoma office, as well as the consolidation of our Houston personnel to our corporate headquarters in Houston.
|
(2)
|
Amount represents the day rate cost associated with drilling rigs under contract, but not currently being utilized in our US onshore drilling programs.
|
(3)
|
Amount includes the expensing of the actuarial loss from AOCL related to the termination and re-measurement of our defined benefit pension plan.
|
(4)
|
Amount represents expenses associated with the completion of the Rosetta Merger.
See Note
3. Rosetta Merger
.
|
(5)
|
Amounts represent decreases in the fair value of shares of our common stock held in a rabbi trust.
|
(millions)
|
September 30,
2015 |
|
December 31,
2014 |
||||
Accounts Receivable, Net
|
|
|
|
||||
Commodity Sales
|
$
|
284
|
|
|
$
|
405
|
|
Joint Interest Billings
|
166
|
|
|
297
|
|
||
Other
|
140
|
|
|
171
|
|
||
Allowance for Doubtful Accounts
|
(19
|
)
|
|
(16
|
)
|
||
Total
|
$
|
571
|
|
|
$
|
857
|
|
Other Current Assets
|
|
|
|
|
|
||
Inventories, Materials and Supplies
|
$
|
116
|
|
|
$
|
81
|
|
Inventories, Crude Oil
|
28
|
|
|
24
|
|
||
Assets Held for Sale
(1)
|
78
|
|
|
180
|
|
||
Prepaid Expenses and Other Current Assets
|
59
|
|
|
40
|
|
||
Total
|
$
|
281
|
|
|
$
|
325
|
|
Other Noncurrent Assets
|
|
|
|
|
|
||
Investments in Unconsolidated Subsidiaries
|
$
|
427
|
|
|
$
|
325
|
|
Mutual Fund Investments
|
106
|
|
|
111
|
|
||
Commodity Derivative Assets
|
104
|
|
|
180
|
|
||
Other Assets
|
104
|
|
|
99
|
|
||
Total
|
$
|
741
|
|
|
$
|
715
|
|
Other Current Liabilities
|
|
|
|
|
|
||
Production and Ad Valorem Taxes
|
$
|
165
|
|
|
$
|
110
|
|
Income Taxes Payable
|
60
|
|
|
180
|
|
||
Deferred Income Taxes, Current
|
86
|
|
|
158
|
|
||
Accrued Benefit Costs, Current
|
30
|
|
|
125
|
|
||
Asset Retirement Obligations
|
141
|
|
|
81
|
|
||
Interest Payable
|
119
|
|
|
70
|
|
||
Current Portion of Capital Lease Obligations
|
57
|
|
|
68
|
|
||
Other
|
137
|
|
|
152
|
|
||
Total
|
$
|
795
|
|
|
$
|
944
|
|
Other Noncurrent Liabilities
|
|
|
|
|
|
||
Deferred Compensation Liabilities
|
$
|
229
|
|
|
$
|
218
|
|
Asset Retirement Obligations
|
746
|
|
|
670
|
|
||
Accrued Benefit Costs
|
17
|
|
|
24
|
|
||
Other
|
112
|
|
|
175
|
|
||
Total
|
$
|
1,104
|
|
|
$
|
1,087
|
|
|
(in millions, except stock price)
|
||
Shares of Noble Energy common stock issued to Rosetta shareholders
|
41
|
|
|
Noble Energy common stock price on July 20, 2015
|
$
|
36.97
|
|
Fair value of common stock issued
|
$
|
1,516
|
|
Plus: fair value of Rosetta's restricted stock awards and performance awards assumed
|
11
|
|
|
Plus: Rosetta stock options assumed
|
1
|
|
|
Total purchase price
|
1,528
|
|
|
Plus: liabilities assumed by Noble Energy
|
|
||
Accounts Payable
|
96
|
|
|
Current Liabilities
|
37
|
|
|
Long-Term Debt
|
1,992
|
|
|
Other Long Term Liabilities
|
24
|
|
|
Asset Retirement Obligation
|
27
|
|
|
Total purchase price plus liabilities assumed
|
$
|
3,704
|
|
|
|
||
Fair Value of Rosetta Assets
|
|
||
Cash and Equivalents
|
$
|
61
|
|
Other Current Assets
|
74
|
|
|
Derivative Instruments
|
209
|
|
|
Oil and Gas Properties:
|
|
||
Proved Reserves
|
1,541
|
|
|
Undeveloped Leaseholds
|
1,165
|
|
|
Gathering & Processing Assets
|
207
|
|
|
Asset Retirement
|
27
|
|
|
Other Property Plant & Equipment
|
5
|
|
|
Long Term Deferred Tax Asset
|
86
|
|
|
Implied Goodwill
|
329
|
|
|
Total Asset Value
|
$
|
3,704
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||
(in millions, except per share amounts)
|
2015
|
2014
|
2015
|
2014
|
||||||||
Revenues
|
$
|
828
|
|
$
|
1,557
|
|
$
|
2,582
|
|
$
|
4,828
|
|
Net income
|
$
|
(202
|
)
|
$
|
542
|
|
$
|
(338
|
)
|
$
|
1,039
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
||||||||
Basic
|
$
|
(0.44
|
)
|
$
|
1.37
|
|
$
|
(0.79
|
)
|
$
|
2.63
|
|
Diluted
|
$
|
(0.44
|
)
|
$
|
1.35
|
|
$
|
(0.79
|
)
|
$
|
2.59
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||
(millions)
|
2014
|
2014
|
||||
Sales Proceeds
|
$
|
16
|
|
$
|
126
|
|
Less
|
|
|
||||
Net Book Value of Assets Sold
|
—
|
|
(118
|
)
|
||
Goodwill Allocated to Assets Sold
|
(1
|
)
|
(7
|
)
|
||
Asset Retirement Obligations Associated with Assets Sold
|
14
|
|
34
|
|
||
Other Closing Adjustments
|
1
|
|
2
|
|
||
Gain on Divestitures
|
$
|
30
|
|
$
|
37
|
|
|
Nine Months Ended
September 30, |
||
(millions)
|
2014
|
||
Sales Proceeds
|
$
|
186
|
|
Less
|
|
||
Net Book Value of Assets Sold
|
(149
|
)
|
|
Other Closing Adjustments
|
(2
|
)
|
|
Gain on Divestiture
|
$
|
35
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
US Properties, Primarily Shelf and Deepwater Gulf of Mexico
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
11
|
|
|
$
|
56
|
|
Eastern Mediterranean
|
—
|
|
|
31
|
|
|
32
|
|
|
14
|
|
||||
North Sea
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
||||
Total
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
43
|
|
|
$
|
164
|
|
|
|
|
|
Swaps
|
|
Collars
|
||||||||||||
Settlement
Period
|
Type of Contract
|
Index
|
Bbls Per
Day
|
Weighted
Average
Fixed
Price
|
|
Weighted
Average
Short Put
Price
|
Weighted
Average
Floor
Price
|
Weighted
Average
Ceiling
Price
|
||||||||||
2015
|
Swaps
|
NYMEX WTI
|
27,000
|
|
$
|
88.80
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
2015
|
Swaps
|
Dated Brent
|
8,000
|
|
100.31
|
|
|
—
|
|
—
|
|
—
|
|
|||||
2015
|
Swaps
(1)
|
(2)
|
12,000
|
|
89.81
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
2015
|
Two-Way Collars
|
NYMEX WTI
|
5,000
|
|
—
|
|
|
—
|
|
50.00
|
|
64.94
|
|
|||||
2015
|
Two-Way Collars
(1)
|
(2)
|
8,000
|
|
—
|
|
|
—
|
|
55.00
|
|
84.80
|
|
|||||
2015
|
Three-Way Collars
|
NYMEX WTI
|
20,000
|
|
—
|
|
|
70.50
|
|
87.55
|
|
94.41
|
|
|||||
2015
|
Three-Way Collars
|
Dated Brent
|
13,000
|
|
—
|
|
|
76.92
|
|
96.00
|
|
108.49
|
|
|||||
1H16
(4)
|
Swaps
|
NYMEX WTI
|
15,000
|
|
70.31
|
|
|
—
|
|
—
|
|
—
|
|
|||||
2H16
(4)
|
Swaps
|
NYMEX WTI
|
12,000
|
|
74.47
|
|
|
—
|
|
—
|
|
—
|
|
|||||
2016
|
Swaps
|
Dated Brent
|
9,000
|
|
97.96
|
|
|
—
|
|
—
|
|
—
|
|
|||||
2016
|
Swaps
(1)
|
(2)
|
6,000
|
|
90.28
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
2016
|
Two -Way Collars
|
NYMEX WTI
|
1,000
|
|
—
|
|
|
—
|
|
60.00
|
|
70.00
|
|
|||||
2016
|
Three-Way Collars
|
NYMEX WTI
|
6,000
|
|
—
|
|
|
61.00
|
|
72.50
|
|
86.37
|
|
|||||
2016
|
Three-Way Collars
|
Dated Brent
|
8,000
|
|
—
|
|
|
72.50
|
|
86.25
|
|
101.79
|
|
|||||
2H16
(4)
|
Call
(3)
|
NYMEX WTI
|
3,000
|
|
—
|
|
|
—
|
|
—
|
|
53.65
|
|
|||||
2017
|
Call
(3)
|
NYMEX WTI
|
3,000
|
|
—
|
|
|
—
|
|
—
|
|
57.00
|
|
(1)
|
Includes derivative instruments assumed by our subsidiary, NBL Texas, LLC, in connection with the Rosetta Merger.
|
(2)
|
The index for these derivative instruments is NYMEX WTI and Argus LLS indices.
|
|
|
|
|
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
|
|||||||||
2015
|
Swaps
|
NYMEX HH
|
140,000
|
|
$
|
4.30
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
2015
|
Swaps
(1)
|
(2)
|
50,000
|
|
$
|
4.13
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
2015
|
Three-Way Collars
|
NYMEX HH
|
150,000
|
|
—
|
|
|
3.58
|
|
4.25
|
|
5.04
|
|
||||
2015
|
Two-Way Collars
(1)
|
(2)
|
50,000
|
|
—
|
|
|
—
|
|
3.60
|
|
5.04
|
|
||||
2016
|
Swaps
(3)
|
NYMEX HH
|
40,000
|
|
3.60
|
|
|
—
|
|
—
|
|
—
|
|
||||
2016
|
Swaps
(1)
|
(2)
|
30,000
|
|
4.04
|
|
|
—
|
|
—
|
|
—
|
|
||||
2016
|
Two-Way Collars
|
NYMEX HH
|
30,000
|
|
—
|
|
|
—
|
|
3.00
|
|
3.50
|
|
||||
2016
|
Two-Way Collars
(1)
|
(2)
|
30,000
|
|
—
|
|
|
—
|
|
3.50
|
|
5.60
|
|
||||
2016
|
Three-Way Collars
|
NYMEX HH
|
90,000
|
|
—
|
|
|
2.83
|
|
3.42
|
|
3.90
|
|
(1)
|
Includes derivative instruments assumed by our subsidiary, NBL Texas, LLC, in connection with the Rosetta Merger.
|
(2)
|
The index for these derivative instruments includes a combination of Houston Ship Channel and Tennessee Zone 0 indices.
|
(3)
|
We have entered into certain natural gas derivative contracts (swaptions), which give counterparties the option to extend for an additional 12-month period. Options covering a notional volume of
30,000
MMBtu/d are exercisable on December 22 and 23, 2016. If the counterparties exercise all such options, the notional volume of our existing natural gas derivative contracts will increase by
30,000
MMBtu/d at an average price of $
3.50
per MMBtu for each month during the period January 1, 2017 through December 31, 2017.
|
|
|
|
|
Swaps
|
|
Collars
|
|||||||||||
Settlement
Period
|
Type of Contract
|
Index
|
Gallons Per Day
|
Weighted
Average
Fixed
Price
|
|
Weighted
Average
Short Put
Price
|
Weighted
Average
Floor
Price
|
Weighted
Average
Ceiling
Price
|
|||||||||
2015
|
Swaps
|
NGL-Ethane
|
104,000
|
|
$
|
0.27
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
2015
|
Swaps
|
NGL-Propane
|
73,500
|
|
1.03
|
|
|
—
|
|
—
|
|
—
|
|
||||
2015
|
Swaps
|
NGL-Isobutane
|
25,900
|
|
1.26
|
|
|
—
|
|
—
|
|
—
|
|
||||
2015
|
Swaps
|
NGL-Normal Butane
|
24,300
|
|
1.25
|
|
|
—
|
|
—
|
|
—
|
|
||||
2015
|
Swaps
|
NGL-Pentanes Plus
|
24,300
|
|
1.85
|
|
|
—
|
|
—
|
|
—
|
|
Fair Value of Derivative Instruments
|
|||||||||||||||||||||||
|
Asset Derivative Instruments
|
|
Liability Derivative Instruments
|
||||||||||||||||||||
|
September 30,
2015 |
|
December 31,
2014 |
|
September 30,
2015 |
|
December 31,
2014 |
||||||||||||||||
(millions)
|
Balance Sheet Location
|
|
Fair
Value
|
|
Balance Sheet Location
|
|
Fair
Value
|
|
Balance Sheet Location
|
|
Fair
Value
|
|
Balance Sheet Location
|
|
Fair
Value
|
||||||||
Commodity Derivative
Instruments
|
Current Assets
|
|
$
|
650
|
|
|
Current Assets
|
|
$
|
710
|
|
|
Current Liabilities
|
|
$
|
—
|
|
|
Current Liabilities
|
|
$
|
—
|
|
|
Noncurrent Assets
|
|
104
|
|
|
Noncurrent Assets
|
|
180
|
|
|
Noncurrent Liabilities
|
|
6
|
|
|
Noncurrent Liabilities
|
|
—
|
|
||||
Total
|
|
|
$
|
754
|
|
|
|
|
$
|
890
|
|
|
|
|
$
|
6
|
|
|
|
|
$
|
—
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Cash (Received) Paid in Settlement of Commodity Derivative Instruments
|
|
|
|
|
|
|
|
||||||||
Crude Oil
|
$
|
(235
|
)
|
|
$
|
14
|
|
|
$
|
(578
|
)
|
|
$
|
87
|
|
Natural Gas
|
(42
|
)
|
|
(2
|
)
|
|
(98
|
)
|
|
8
|
|
||||
NGLs
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
Total Cash (Received) Paid in Settlement of Commodity Derivative Instruments
|
(284
|
)
|
|
12
|
|
|
(683
|
)
|
|
95
|
|
||||
Non-cash Portion of (Gain) Loss on Commodity Derivative Instruments
|
|
|
|
|
|
|
|
||||||||
Crude Oil
|
4
|
|
|
(374
|
)
|
|
301
|
|
|
(155
|
)
|
||||
Natural Gas
|
3
|
|
|
(23
|
)
|
|
41
|
|
|
(14
|
)
|
||||
NGLs
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
||||
Total Non-cash Portion of (Gain) Loss on Commodity Derivative Instruments
|
17
|
|
|
(397
|
)
|
|
352
|
|
|
(169
|
)
|
||||
(Gain) Loss on Commodity Derivative Instruments
|
|
|
|
|
|
|
|
||||||||
Crude Oil
|
(231
|
)
|
|
(360
|
)
|
|
(277
|
)
|
|
(68
|
)
|
||||
Natural Gas
|
(39
|
)
|
|
(25
|
)
|
|
(57
|
)
|
|
(6
|
)
|
||||
NGLs
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total (Gain) Loss on Commodity Derivative Instruments
|
$
|
(267
|
)
|
|
$
|
(385
|
)
|
|
$
|
(331
|
)
|
|
$
|
(74
|
)
|
|
September 30,
2015 |
|
December 31,
2014 |
||||||||||
(millions, except percentages)
|
Debt
|
|
Interest Rate
|
|
Debt
|
|
Interest Rate
|
||||||
Credit Facility, due August 27, 2020
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Capital Lease and Other Obligations
|
424
|
|
|
—
|
%
|
|
413
|
|
|
—
|
%
|
||
8.25% Senior Notes, due March 1, 2019
|
1,000
|
|
|
8.25
|
%
|
|
1,000
|
|
|
8.25
|
%
|
||
5.625% Senior Notes, due May 1, 2021
|
693
|
|
|
5.625
|
%
|
|
—
|
|
|
—
|
%
|
||
4.15% Senior Notes, due December 15, 2021
|
1,000
|
|
|
4.15
|
%
|
|
1,000
|
|
|
4.15
|
%
|
||
5.875% Senior Notes, due June 1, 2022
|
597
|
|
|
5.875
|
%
|
|
—
|
|
|
—
|
%
|
||
7.25% Senior Notes, due October 15, 2023
|
100
|
|
|
7.25
|
%
|
|
100
|
|
|
7.25
|
%
|
||
5.875% Senior Notes, due June 1, 2024
|
499
|
|
|
5.875
|
%
|
|
—
|
|
|
—
|
%
|
||
3.90% Senior Notes, due November 15, 2024
|
650
|
|
|
3.90
|
%
|
|
650
|
|
|
3.90
|
%
|
||
8.00% Senior Notes, due April 1, 2027
|
250
|
|
|
8.00
|
%
|
|
250
|
|
|
8.00
|
%
|
||
6.00% Senior Notes, due March 1, 2041
|
850
|
|
|
6.00
|
%
|
|
850
|
|
|
6.00
|
%
|
||
5.25% Senior Notes, due November 15, 2043
|
1,000
|
|
|
5.25
|
%
|
|
1,000
|
|
|
5.25
|
%
|
||
5.05% Senior Notes, due November 15, 2044
|
850
|
|
|
5.05
|
%
|
|
850
|
|
|
5.05
|
%
|
||
7.25% Senior Debentures, due August 1, 2097
|
84
|
|
|
7.25
|
%
|
|
84
|
|
|
7.25
|
%
|
||
Total
|
7,997
|
|
|
|
|
6,197
|
|
|
|
|
|||
Unamortized Discount
|
(25
|
)
|
|
|
|
|
(26
|
)
|
|
|
|
||
Unamortized Premium
|
118
|
|
|
|
|
—
|
|
|
|
||||
Total Debt, Net of Unamortized Discount and Premium
|
8,090
|
|
|
|
|
|
6,171
|
|
|
|
|
||
Less Amounts Due Within One Year
|
|
|
|
|
|
|
|
|
|
|
|
||
Capital Lease Obligations
|
(57
|
)
|
|
|
|
|
(68
|
)
|
|
|
|
||
Long-Term Debt Due After One Year
|
$
|
8,033
|
|
|
|
|
|
$
|
6,103
|
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
||||||||||
September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Mutual Fund Investments
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
106
|
|
Commodity Derivative Instruments
|
—
|
|
|
759
|
|
|
—
|
|
|
(5
|
)
|
|
754
|
|
|||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity Derivative Instruments
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
5
|
|
|
(6
|
)
|
|||||
Portion of Deferred Compensation Liability Measured at Fair Value
|
(111
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
|||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mutual Fund Investments
|
$
|
111
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
111
|
|
Commodity Derivative Instruments
|
—
|
|
|
890
|
|
|
|
|
|
—
|
|
|
890
|
|
|||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity Derivative Instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Portion of Deferred Compensation Liability Measured at Fair Value
|
(134
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
(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 provisions within our master agreements that allow us to net cash settle asset and liability positions with the same counterparty.
|
|
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 September 30, 2015
|
|
|
|
|
|
|
|
|
|||||||||||
Impaired Oil and Gas Properties
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Three Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|||||||||||
Impaired Oil and Gas Properties
|
—
|
|
|
—
|
|
|
9
|
|
|
42
|
|
|
33
|
|
|||||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|||||||||||
Impaired Oil and Gas Properties
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
43
|
|
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|||||||||||
Impaired Oil and Gas Properties
|
—
|
|
|
—
|
|
|
23
|
|
|
187
|
|
|
164
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||||||||||
(millions)
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Total Debt, Net of Unamortized Discount and Premium
(1)
|
$
|
7,666
|
|
|
$
|
7,497
|
|
|
$
|
5,758
|
|
|
$
|
6,179
|
|
(1)
|
Excludes capital lease obligations.
|
(millions)
|
Nine Months Ended September 30, 2015
|
||
Capitalized Exploratory Well Costs, Beginning of Period
|
$
|
1,337
|
|
Additions to Capitalized Exploratory Well Costs Pending Determination of Proved Reserves
|
123
|
|
|
Reclassified to Proved Oil and Gas Properties Based on Determination of Proved Reserves
|
(24
|
)
|
|
Capitalized Exploratory Well Costs Charged to Expense
(1)
|
(23
|
)
|
|
Capitalized Exploratory Well Costs, End of Period
|
$
|
1,413
|
|
(millions)
|
September 30,
2015 |
|
December 31,
2014 |
||||
Exploratory Well Costs Capitalized for a Period of One Year or Less
|
$
|
154
|
|
|
$
|
247
|
|
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling
|
1,259
|
|
|
1,090
|
|
||
Balance at End of Period
|
$
|
1,413
|
|
|
$
|
1,337
|
|
Number of Projects with Exploratory Well Costs That Have Been Capitalized for a Period Greater Than One Year Since Commencement of Drilling
|
14
|
|
|
13
|
|
|
|
|
|
||
(millions)
|
Total by Project
|
|
Progress
|
||
Country/Project:
|
|
|
|
||
Onshore US
|
|
|
|
||
Northeast Nevada
|
$
|
40
|
|
|
Analyzing results from our first four exploratory vertical wells, and evaluating potential for production tests.
|
Deepwater Gulf of Mexico
|
|
|
|
||
Katmai
|
80
|
|
|
Anticipate drilling an appraisal well in 2016 to test the resource potential of this 2014 crude oil discovery.
|
|
Troubadour
|
48
|
|
|
Evaluating development scenarios for this 2013 natural gas discovery including subsea tieback to existing infrastructure.
|
|
Offshore Equatorial Guinea (Blocks O and I)
|
|
|
|
|
|
Diega/Carmen
|
236
|
|
|
Evaluating regional development scenarios for this 2008 crude oil discovery. We drilled subsequent appraisal wells. During 2014, we conducted additional seismic activity over Blocks O and I and are engaged in processing the newly-acquired seismic data to determine an appropriate development plan.
|
|
Carla
|
170
|
|
|
Evaluating regional development scenarios for this 2011 crude oil discovery. We drilled subsequent appraisal wells. During 2014, we conducted additional seismic activity over Blocks O and I and are engaged in processing the newly-acquired seismic data.
|
|
Felicita/Yolanda
|
59
|
|
|
Evaluating regional development plans for these 2008/2007 condensate and natural gas discoveries. Natural gas development teams are working with the governments of Equatorial Guinea and Cameroon to evaluate natural gas monetization options and finalize data exchange agreements between the two countries.
|
|
Offshore Cameroon
|
|
|
|
|
|
YoYo
|
49
|
|
|
Working with the government to assess commercialization of this 2007 condensate and natural gas discovery. A natural gas development team is working with the governments of Equatorial Guinea and Cameroon to evaluate natural gas monetization options and finalize a data exchange agreement between the two countries.
|
|
Offshore Israel
(1)
|
|
|
|
|
|
Leviathan
|
190
|
|
|
During 2014, we received the Leviathan Development and Production Leases, submitted a development plan to the Israeli government, completed substantial engineering and pre-procurement activities and are currently negotiating natural gas marketing contracts in anticipation of the pending enactment of the Framework.
|
|
Leviathan-1 Deep
|
81
|
|
|
Well did not reach the target interval; developing future drilling plans to test this deep oil concept, which is held by the Leviathan Development and Production Leases. We are working on potential well design and placement.
|
Dalit
|
29
|
|
|
Submitted a development plan to the Israeli government to develop this 2009 natural gas discovery as a tie-in to existing infrastructure.
|
|
Dolphin 1
|
26
|
|
|
Reviewing regional development scenarios for this 2011 natural gas discovery, including a potential tieback to Leviathan. We have applied to the Israeli government for a commerciality ruling.
|
|
Offshore Cyprus
|
|
|
|
||
Cyprus
|
210
|
|
|
Submitted a Declaration of Commerciality and a Preliminary Development Plan for Block 12 with the government of Cyprus. We have received approval of the extension request for our exploration obligation well from the government of Cyprus.
|
|
Other
|
|
|
|
|
|
Individual Projects Less than $20 million
|
41
|
|
|
Continuing to drill and evaluate wells.
|
|
Total
|
$
|
1,259
|
|
|
|
|
Nine Months Ended
September 30, |
||||||
(millions)
|
2015
|
|
2014
|
||||
Asset Retirement Obligations, Beginning Balance
|
$
|
751
|
|
|
$
|
586
|
|
Liabilities Incurred
|
54
|
|
|
38
|
|
||
Liabilities Settled
|
(29
|
)
|
|
(77
|
)
|
||
Revision of Estimate
|
79
|
|
|
123
|
|
||
Accretion Expense
(1)
|
32
|
|
|
28
|
|
||
Asset Retirement Obligations, Ending Balance
|
$
|
887
|
|
|
$
|
698
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(millions, except per share amounts)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net Income (Loss)
|
$
|
(283
|
)
|
|
$
|
419
|
|
|
$
|
(413
|
)
|
|
$
|
811
|
|
Earnings Adjustment from Assumed Conversion of Dilutive Shares of Common Stock in Rabbi Trust
(2)
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||
Net Income (Loss) Used for Diluted Earnings Per Share Calculation
|
$
|
(283
|
)
|
|
$
|
411
|
|
|
$
|
(413
|
)
|
|
$
|
811
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Number of Shares Outstanding, Basic
(1)
|
420
|
|
|
362
|
|
|
392
|
|
|
361
|
|
||||
Incremental Shares from Assumed Conversion of Dilutive Stock Options, Restricted Stock, and Shares of Common Stock in Rabbi Trust
(2)
|
—
|
|
|
5
|
|
|
—
|
|
|
6
|
|
||||
Weighted Average Number of Shares Outstanding, Diluted
|
420
|
|
|
367
|
|
|
392
|
|
|
367
|
|
||||
Earnings (Loss) Per Share, Basic
|
$
|
(0.67
|
)
|
|
$
|
1.16
|
|
|
$
|
(1.05
|
)
|
|
$
|
2.25
|
|
Earnings (Loss) Per Share, Diluted
|
(0.67
|
)
|
|
1.12
|
|
|
(1.05
|
)
|
|
2.21
|
|
||||
Number of Antidilutive Stock Options, Shares of Restricted Stock, and Shares of Common Stock in Rabbi Trust Excluded from Calculation Above
|
14
|
|
|
2
|
|
|
11
|
|
|
3
|
|
(1)
|
The weighted average number of shares outstanding includes the weighted average shares of common stock issued in connection with the underwritten public offering of
24.15 million
shares of Noble Energy common stock in first quarter 2015 and issued in connection with the exchange of approximately
41 million
shares for all outstanding shares of Rosetta common stock on July 20, 2015.
|
(2)
|
For the three and nine months ended September 30, 2015, all outstanding options and non-vested restricted shares have been excluded from the calculation of diluted EPS as Noble Energy incurred losses. Therefore, inclusion of outstanding options and non-vested restricted shares in the calculation of diluted EPS would be anti-dilutive. 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 months ended September 30, 2014 excluded deferred compensation (gains) losses, net of tax. The deferred compensation loss, net of tax, excluded for the calculation of diluted earnings per share for the nine months ended September 30, 2014 was de minimis.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Current
|
$
|
(45
|
)
|
|
$
|
120
|
|
|
$
|
64
|
|
|
$
|
213
|
|
Deferred
|
69
|
|
|
37
|
|
|
(244
|
)
|
|
61
|
|
||||
Total Income Tax (Benefit) Provision
|
$
|
24
|
|
|
$
|
157
|
|
|
$
|
(180
|
)
|
|
$
|
274
|
|
Effective Tax Rate
|
(9.3
|
)%
|
|
27.2
|
%
|
|
30.4
|
%
|
|
25.3
|
%
|
(millions)
|
Consolidated
|
|
United
States
|
|
West
Africa
|
|
Eastern
Mediterranean
|
|
Other Int'l &
Corporate
|
||||||||||
Three Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from Third Parties
|
$
|
765
|
|
|
$
|
492
|
|
|
$
|
120
|
|
|
$
|
152
|
|
|
$
|
1
|
|
Income (Loss) from Equity Method Investees
|
36
|
|
|
16
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|||||
Total Revenues
|
801
|
|
|
508
|
|
|
140
|
|
|
152
|
|
|
1
|
|
|||||
DD&A
|
539
|
|
|
437
|
|
|
67
|
|
|
22
|
|
|
13
|
|
|||||
(Gain) Loss on Commodity Derivative Instruments
|
(267
|
)
|
|
(187
|
)
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|||||
Income (Loss) Before Income Taxes
|
(259
|
)
|
|
(189
|
)
|
|
98
|
|
|
107
|
|
|
(275
|
)
|
|||||
Three Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues from Third Parties
|
$
|
1,228
|
|
|
$
|
819
|
|
|
$
|
269
|
|
|
$
|
138
|
|
|
$
|
2
|
|
Income from Equity Method Investees
|
41
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|||||
Total Revenues
|
1,269
|
|
|
819
|
|
|
310
|
|
|
138
|
|
|
2
|
|
|||||
DD&A
|
460
|
|
|
351
|
|
|
70
|
|
|
17
|
|
|
22
|
|
|||||
Gain on Divestitures
|
(30
|
)
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Asset Impairments
|
33
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
(Gain) Loss on Commodity Derivative Instruments
|
(385
|
)
|
|
(252
|
)
|
|
(133
|
)
|
|
—
|
|
|
—
|
|
|||||
Income (Loss) Before Income Taxes
|
576
|
|
|
457
|
|
|
321
|
|
|
90
|
|
|
(292
|
)
|
|||||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues from Third Parties
|
$
|
2,227
|
|
|
$
|
1,411
|
|
|
$
|
432
|
|
|
$
|
378
|
|
|
$
|
6
|
|
Income from Equity Method Investees
|
60
|
|
|
35
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|||||
Total Revenues
|
2,287
|
|
|
1,446
|
|
|
457
|
|
|
378
|
|
|
6
|
|
|||||
DD&A
|
1,444
|
|
|
1,138
|
|
|
223
|
|
|
52
|
|
|
31
|
|
|||||
Asset Impairments
|
43
|
|
|
11
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|||||
(Gain) Loss on Commodity Derivative Instruments
|
(331
|
)
|
|
(231
|
)
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|||||
Income (Loss) Before Income Taxes
|
(593
|
)
|
|
(353
|
)
|
|
195
|
|
|
227
|
|
|
(662
|
)
|
|||||
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues from Third Parties
|
$
|
3,893
|
|
|
$
|
2,503
|
|
|
$
|
931
|
|
|
$
|
363
|
|
|
$
|
96
|
|
Income from Equity Method Investees
|
138
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
—
|
|
|||||
Total Revenues
|
4,031
|
|
|
2,503
|
|
|
1,069
|
|
|
363
|
|
|
96
|
|
|||||
DD&A
|
1,297
|
|
|
970
|
|
|
218
|
|
|
46
|
|
|
63
|
|
|||||
Gain on Divestitures
|
(72
|
)
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|||||
Asset Impairments
|
164
|
|
|
56
|
|
|
—
|
|
|
14
|
|
|
94
|
|
|||||
(Gain) Loss on Commodity Derivative Instruments
|
(74
|
)
|
|
(6
|
)
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|||||
Income (Loss) Before Income Taxes
|
1,085
|
|
|
838
|
|
|
786
|
|
|
211
|
|
|
(750
|
)
|
|||||
September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Assets
|
$
|
25,965
|
|
|
$
|
20,052
|
|
|
$
|
2,240
|
|
|
$
|
2,503
|
|
|
$
|
1,170
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Assets
|
22,553
|
|
|
16,400
|
|
|
2,763
|
|
|
2,806
|
|
|
584
|
|
•
|
•
|
•
|
Results of Operations
; and
|
•
|
•
|
completed the Rosetta Merger, resulting in our entry into the Eagle Ford Shale and Permian Basin (see Rosetta Merger, below);
|
•
|
progressed cost reduction efforts in capital, lease operating expense and general and administrative areas and continue to pursue further reductions to align spending with operational cash flows in the current commodity price environment (see Cost Reduction Efforts, below);
|
•
|
achieved substantial progress on the regulatory Framework in Israel (see Update on Core Area – Israel, below);
|
•
|
continued to advance our Cyprus development plan with the government of Cyprus and filed a request for extension of the exploration well obligation, which has been approved;
|
•
|
progressed development of our Gulf of Mexico Big Bend and Dantzler projects, which are anticipated to commence production in fourth quarter 2015;
|
•
|
averaged 379 MBoe/d production volumes and achieved record quarterly production volumes in the DJ Basin, Marcellus Shale and Israel assets;
|
•
|
realized expansion of our and third party midstream capacity in the DJ Basin, which supported significant production growth in that core area;
|
•
|
successfully commenced production from Alba C-21 development well, Equatorial Guinea, ahead of schedule; and
|
•
|
completed the Cheetah exploration well in the Tilapia license offshore Cameroon and Humpback exploration well located in the South Falkland Basin, which resulted in dry hole expenses of $27 million and $108 million, respectively.
|
•
|
net loss of
$283 million
, as compared with net income of
$419 million
for
third
quarter
2014
;
|
•
|
net gain on commodity derivative instruments of
$267 million
as compared with a net gain on commodity derivative instruments of
$385 million
for
third
quarter
2014
;
|
•
|
diluted loss per share of
$0.67
, as compared with diluted earnings per share of
$1.12
for
third
quarter
2014
;
|
•
|
cash flow provided by operating activities of
$520 million
, as compared with
$945 million
for
third
quarter
2014
;
|
•
|
capital expenditures of
$664 million
, as compared with
$1.3 billion
for
third
quarter
2014
;
|
•
|
extension of the maturity date of our Credit Agreement to August 27, 2020; and
|
•
|
repatriation of $412 million from our foreign operations.
|
•
|
ending cash balance of
$1.0 billion
, as compared with
$1.2 billion
at
December 31, 2014
;
|
•
|
total liquidity of
$5.0 billion
at
September 30, 2015
, as compared with
$5.2 billion
at
December 31, 2014
; and
|
•
|
ratio of debt-to-book capital of
39%
at
September 30, 2015
, as compared with
38%
at
December 31, 2014
.
|
•
|
we have a high-quality, globally diversified portfolio of assets, the majority of which are held by production and provide investment flexibility;
|
•
|
we have achieved sustainable cost reductions impacting both operating expenses and capital items, positively impacting operating cash flows;
|
•
|
we are focused on operational efficiencies and projects that can be profitable in this current commodity price environment;
|
•
|
we have designed a substantially reduced capital investment program which allows us to respond to changing commodity price conditions in 2015 and 2016;
|
•
|
we are well hedged for the remainder of 2015, with additional hedges into 2016;
|
•
|
we have a strong balance sheet with a ratio of debt-to-book capital of
39%
at
September 30, 2015
; and
|
•
|
we have robust liquidity with total liquidity of
$5.0 billion
at
September 30, 2015
and ability to access capital markets.
|
•
|
The timely approval of asset development permits and plans and export permits;
|
•
|
Benchmarking future domestic contract pricing for an interim period until market competition is established, whereby such contracts are indexed to existing domestic and export contracts;
|
•
|
Resolution of antitrust and competition concerns, whereby we would divest Tanin and Karish within 14 months and reduce our ownership in Tamar to 25% within six years;
|
•
|
The de-linking of Tamar export timing from Leviathan, enabling Tamar expansion to move forward; and
|
•
|
Support for investment through stabilization assurance.
|
•
|
commodity prices which, if subject to further decline, could result in current production becoming uneconomic;
|
•
|
overall level and timing of capital expenditures which, as discussed below and dependent upon our drilling success, will impact near-term production volumes;
|
•
|
the reduced level of horizontal drilling activity in our onshore US areas and the decline in our DJ Basin legacy vertical well production;
|
•
|
timing of start-up of a low pressure line-loop system, performance of gathering and processing infrastructure, capacity constraints of midstream facilities serving those wells, offset by additional capacity from new facilities, and occurrence of other events which impact capacity constraints of midstream facilities serving our DJ Basin wells;
|
•
|
integration and timing of new wells in the Eagle Ford and Permian as a result of the Rosetta Merger;
|
•
|
timing of start-up of the Big Bend and Dantzler projects (deepwater Gulf of Mexico);
|
•
|
Israeli demand for electricity, which affects demand for natural gas as fuel for power generation and industrial market growth, and which is impacted by unseasonable weather;
|
•
|
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 offshore Equatorial Guinea;
|
•
|
potential weather-related volume curtailments due to hurricanes in the deepwater Gulf of Mexico, or winter storms and flooding impacting onshore US operations;
|
•
|
reliability of support equipment and facilities and/or potential pipeline and processing facility capacity constraints which may cause restrictions or interruptions in production and/or mid-stream processing;
|
•
|
pending Alba and Alen field unitizations in West Africa;
|
•
|
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.
|
|
|
|
|
|
(Decrease)
from Prior Year |
|||||
(millions)
|
2015
|
|
2014
|
|
||||||
Three Months Ended September 30,
|
|
|
|
|
|
|||||
Oil, Gas and NGL Sales
|
$
|
765
|
|
|
$
|
1,228
|
|
|
(38
|
)%
|
Income from Equity Method Investees
|
36
|
|
|
41
|
|
|
(12
|
)%
|
||
Total
|
$
|
801
|
|
|
$
|
1,269
|
|
|
(37
|
)%
|
|
|
|
|
|
|
|||||
Nine Months Ended September 30,
|
|
|
|
|
|
|||||
Oil, Gas and NGL Sales
|
$
|
2,227
|
|
|
$
|
3,893
|
|
|
(43
|
)%
|
Income from Equity Method Investees
|
60
|
|
|
138
|
|
|
(57
|
)%
|
||
Total
|
$
|
2,287
|
|
|
$
|
4,031
|
|
|
(43
|
)%
|
|
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 September 30, 2015
|
|||||||||||||||||||||||
United States
|
83
|
|
|
741
|
|
|
49
|
|
|
255
|
|
|
$
|
42.42
|
|
|
$
|
2.01
|
|
|
$
|
7.49
|
|
Equatorial Guinea
(2)
|
27
|
|
|
231
|
|
|
—
|
|
|
65
|
|
|
45.99
|
|
|
0.27
|
|
|
—
|
|
|||
Israel
|
—
|
|
|
303
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
5.39
|
|
|
—
|
|
|||
Other International
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total Consolidated Operations
|
110
|
|
|
1,275
|
|
|
49
|
|
|
371
|
|
|
43.30
|
|
|
2.50
|
|
|
7.49
|
|
|||
Equity Investees
(4)
|
2
|
|
|
—
|
|
|
6
|
|
|
8
|
|
|
51.41
|
|
|
—
|
|
|
24.86
|
|
|||
Total
|
112
|
|
|
1,275
|
|
|
55
|
|
|
379
|
|
|
$
|
43.44
|
|
|
$
|
2.50
|
|
|
$
|
9.24
|
|
Three Months Ended September 30, 2014
|
|||||||||||||||||||||||
United States
|
67
|
|
|
538
|
|
|
25
|
|
|
182
|
|
|
$
|
94.21
|
|
|
$
|
3.41
|
|
|
$
|
29.53
|
|
Equatorial Guinea
(2)
|
29
|
|
|
233
|
|
|
—
|
|
|
68
|
|
|
98.63
|
|
|
0.27
|
|
|
—
|
|
|||
Israel
|
—
|
|
|
262
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
5.59
|
|
|
—
|
|
|||
Other International
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total Consolidated Operations
|
96
|
|
|
1,033
|
|
|
25
|
|
|
294
|
|
|
95.55
|
|
|
3.26
|
|
|
29.53
|
|
|||
Equity Investees
(4)
|
2
|
|
|
—
|
|
|
6
|
|
|
8
|
|
|
102.02
|
|
|
—
|
|
|
62.24
|
|
|||
Total
|
98
|
|
|
1,033
|
|
|
31
|
|
|
302
|
|
|
$
|
95.64
|
|
|
$
|
3.26
|
|
|
$
|
35.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2015
|
|||||||||||||||||||||||
United States
|
73
|
|
|
658
|
|
|
34
|
|
|
217
|
|
|
$
|
46.02
|
|
|
$
|
2.20
|
|
|
$
|
9.78
|
|
Equatorial Guinea
(2)
|
29
|
|
|
221
|
|
|
—
|
|
|
66
|
|
|
52.15
|
|
|
0.27
|
|
|
—
|
|
|||
Israel
|
—
|
|
|
254
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
5.39
|
|
|
—
|
|
|||
Other International
(3)
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
55.52
|
|
|
—
|
|
|
—
|
|
|||
Total Consolidated Operations
|
103
|
|
|
1,133
|
|
|
34
|
|
|
327
|
|
|
47.79
|
|
|
2.54
|
|
|
9.78
|
|
|||
Equity Investees
(4)
|
2
|
|
|
—
|
|
|
5
|
|
|
6
|
|
|
51.67
|
|
|
—
|
|
|
28.77
|
|
|||
Total
|
105
|
|
|
1,133
|
|
|
39
|
|
|
333
|
|
|
$
|
47.85
|
|
|
$
|
2.54
|
|
|
$
|
12.15
|
|
Nine Months Ended September 30, 2014
|
|||||||||||||||||||||||
United States
|
66
|
|
|
497
|
|
|
22
|
|
|
171
|
|
|
$
|
96.84
|
|
|
$
|
4.12
|
|
|
$
|
35.39
|
|
Equatorial Guinea
(2)
|
32
|
|
|
241
|
|
|
—
|
|
|
72
|
|
|
104.38
|
|
|
0.27
|
|
|
—
|
|
|||
Israel
|
—
|
|
|
233
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
5.59
|
|
|
—
|
|
|||
Other International
(3)
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
104.47
|
|
|
—
|
|
|
—
|
|
|||
Total Consolidated Operations
|
101
|
|
|
971
|
|
|
22
|
|
|
285
|
|
|
99.48
|
|
|
3.52
|
|
|
35.39
|
|
|||
Equity Investees
(4)
|
2
|
|
|
—
|
|
|
6
|
|
|
7
|
|
|
105.15
|
|
|
—
|
|
|
67.06
|
|
|||
Total
|
103
|
|
|
971
|
|
|
28
|
|
|
292
|
|
|
$
|
99.58
|
|
|
$
|
3.52
|
|
|
$
|
47.96
|
|
(1)
|
Natural gas is converted on the basis of six Mcf of gas per one barrel of crude oil equivalent. This ratio reflects an energy content equivalency and not a price or revenue equivalency. Given commodity price disparities, the price for a barrel of crude oil equivalent for both natural gas and NGL are significantly less than the price for a barrel of crude 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, an LNG plant and a power generation plant. The methanol and LPG plants are owned by affiliated entities accounted for under the equity method of accounting.
|
(3)
|
Other International includes primarily China (through June 30, 2014). North Sea sales volumes for 2014 and 2015 were de minimis, with last production in May 2015.
|
(4)
|
Volumes represent sales of condensate and LPG from the Alba plant in Equatorial Guinea. See
Income from Equity Method Investees,
below.
|
|
Sales Revenues
|
||||||||||||||
(millions)
|
Crude Oil & Condensate
|
|
Natural
Gas
|
|
NGLs
|
|
Total
|
||||||||
Three Months Ended September 30, 2014
|
$
|
849
|
|
|
$
|
310
|
|
|
$
|
69
|
|
|
$
|
1,228
|
|
Changes due to
|
|
|
|
|
|
|
|
|
|
|
|
||||
Increase in Sales Volumes
|
118
|
|
|
72
|
|
|
65
|
|
|
255
|
|
||||
Decrease in Sales Prices
|
(529
|
)
|
|
(89
|
)
|
|
(100
|
)
|
|
(718
|
)
|
||||
Three Months Ended September 30, 2015
|
$
|
438
|
|
|
$
|
293
|
|
|
$
|
34
|
|
|
$
|
765
|
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended September 30, 2014
|
$
|
2,748
|
|
|
$
|
932
|
|
|
$
|
213
|
|
|
$
|
3,893
|
|
Changes due to
|
|
|
|
|
|
|
|
|
|
|
|||||
Increase in Sales Volumes
|
66
|
|
|
156
|
|
|
113
|
|
|
335
|
|
||||
Decrease in Sales Prices
|
(1,462
|
)
|
|
(303
|
)
|
|
(236
|
)
|
|
(2,001
|
)
|
||||
Nine Months Ended September 30, 2015
|
$
|
1,352
|
|
|
$
|
785
|
|
|
$
|
90
|
|
|
$
|
2,227
|
|
•
|
decreases in average realized prices primarily due to the decline in global commodity prices that began in the second half of 2014; and
|
•
|
decreases in sales volumes due to planned downtime and maintenance as well as natural field decline in the deepwater Gulf of Mexico and the Aseng field, offshore Equatorial Guinea.
|
•
|
higher sales volumes due to continued development in the DJ Basin infrastructure and sales volumes contributed by our acquired Eagle Ford and Permian assets, which contributed 7 MBbl/d and 5 MBbl/d, respectively, in third quarter 2015.
|
•
|
decreases in US average realized prices between September and December 2014 with prices declining further in the first nine months of 2015; and
|
•
|
a widening of location basis differentials in the Marcellus Shale due to an oversupply of natural gas in the region;
|
•
|
higher sales volumes due to record quarterly sales volumes in Israel, continued development in the DJ Basin and Marcellus Shale and sales volumes contributed by our acquired Eagle Ford and Permian assets, which contributed 87 MMcf/d and 6 MMcf/d, respectively, in third quarter 2015.
|
•
|
decreases in average realized prices primarily driven by oversupply, particularly in the Marcellus Shale:
|
•
|
sales volumes contributed by our acquired Eagle Ford and Permian assets, which contributed 14 MBbl/d and 1 MBbl/d, respectively, in third quarter 2015.
|
|
|
|
|
|
Increase / (Decrease)
from Prior Year |
|||||
(millions)
|
2015
|
|
2014
|
|
||||||
Three Months Ended September 30,
|
|
|
|
|
|
|||||
Production Expense
|
$
|
235
|
|
|
$
|
216
|
|
|
9
|
%
|
Exploration Expense
|
203
|
|
|
217
|
|
|
(6
|
)%
|
||
Depreciation, Depletion and Amortization
|
539
|
|
|
460
|
|
|
17
|
%
|
||
General and Administrative
|
109
|
|
|
132
|
|
|
(17
|
)%
|
||
Asset Impairments
|
—
|
|
|
33
|
|
|
(100
|
)%
|
||
Other Operating (Income) Expense, Net
|
182
|
|
|
(19
|
)
|
|
N/M
|
|
||
Total
|
$
|
1,268
|
|
|
$
|
1,039
|
|
|
22
|
%
|
|
|
|
|
|
|
|||||
Nine Months Ended September 30,
|
|
|
|
|
|
|||||
Production Expense
|
$
|
693
|
|
|
$
|
689
|
|
|
1
|
%
|
Exploration Expense
|
308
|
|
|
350
|
|
|
(12
|
)%
|
||
Depreciation, Depletion and Amortization
|
1,444
|
|
|
1,297
|
|
|
11
|
%
|
||
General and Administrative
|
308
|
|
|
399
|
|
|
(23
|
)%
|
||
Asset Impairments
|
43
|
|
|
164
|
|
|
(74
|
)%
|
||
Other Operating (Income) Expense, Net
|
252
|
|
|
(31
|
)
|
|
N/M
|
|
||
Total
|
$
|
3,048
|
|
|
$
|
2,868
|
|
|
6
|
%
|
(millions, except unit rate)
|
Total per BOE
(1)
|
|
Total
|
|
United
States
|
|
Equatorial Guinea
|
|
Israel
|
|
Other Int'l,
Corporate
(2)
|
||||||||||||
Three Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease Operating Expense
(3)
|
$
|
3.89
|
|
|
$
|
133
|
|
|
$
|
92
|
|
|
$
|
26
|
|
|
$
|
13
|
|
|
$
|
2
|
|
Production and Ad Valorem Taxes
|
0.83
|
|
|
28
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Transportation and Gathering Expense
|
2.13
|
|
|
74
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Production Expense
|
$
|
6.85
|
|
|
$
|
235
|
|
|
$
|
193
|
|
|
$
|
26
|
|
|
$
|
13
|
|
|
$
|
3
|
|
Total Production Expense per BOE
|
|
|
$
|
6.85
|
|
|
$
|
8.22
|
|
|
$
|
4.30
|
|
|
$
|
2.78
|
|
|
N/M
|
|
|||
Three Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lease Operating Expense
(3)
|
$
|
4.88
|
|
|
$
|
132
|
|
|
$
|
78
|
|
|
$
|
34
|
|
|
$
|
13
|
|
|
$
|
7
|
|
Production and Ad Valorem Taxes
|
1.64
|
|
|
44
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Transportation and Gathering Expense
|
1.48
|
|
|
40
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Production Expense
|
$
|
8.00
|
|
|
$
|
216
|
|
|
$
|
162
|
|
|
$
|
34
|
|
|
$
|
13
|
|
|
$
|
7
|
|
Total Production Expense per BOE
|
|
|
$
|
8.00
|
|
|
$
|
9.67
|
|
|
$
|
5.45
|
|
|
$
|
3.20
|
|
|
N/M
|
|
|||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease Operating Expense
(3)
|
$
|
4.70
|
|
|
$
|
419
|
|
|
$
|
274
|
|
|
$
|
96
|
|
|
$
|
38
|
|
|
$
|
11
|
|
Production and Ad Valorem Taxes
|
1.00
|
|
|
89
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Transportation and Gathering Expense
|
2.09
|
|
|
185
|
|
|
185
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Production Expense
|
$
|
7.79
|
|
|
$
|
693
|
|
|
$
|
547
|
|
|
$
|
96
|
|
|
$
|
38
|
|
|
$
|
12
|
|
Total Production Expense per BOE
|
|
|
$
|
7.79
|
|
|
$
|
9.23
|
|
|
$
|
5.32
|
|
|
$
|
3.27
|
|
|
N/M
|
|
|||
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lease Operating Expense
(3)
|
$
|
5.45
|
|
|
$
|
424
|
|
|
$
|
247
|
|
|
$
|
101
|
|
|
$
|
39
|
|
|
$
|
37
|
|
Production and Ad Valorem Taxes
|
1.88
|
|
|
146
|
|
|
129
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||||
Transportation and Gathering Expense
|
1.54
|
|
|
119
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Total Production Expense
|
$
|
8.87
|
|
|
$
|
689
|
|
|
$
|
494
|
|
|
$
|
101
|
|
|
$
|
39
|
|
|
$
|
55
|
|
Total Production Expense per BOE
|
|
|
$
|
8.87
|
|
|
$
|
10.62
|
|
|
$
|
5.12
|
|
|
$
|
3.65
|
|
|
N/M
|
|
(1)
|
Consolidated unit rates exclude sales volumes and expenses attributable to equity method investees.
|
(2)
|
Other International, Corporate includes primarily China (through June 30, 2014) and corporate expenditures.
|
(3)
|
Lease operating expense includes oil and gas operating costs (labor, fuel, repairs, replacements, saltwater disposal and other related lifting costs) and workover expense.
|
•
|
an increase in lease operating expense and transportation and gathering expense due to higher onshore US production, including the addition of production from our Eagle Ford and Permian assets in third quarter 2015;
|
•
|
an increase in transportation and gathering expense rates due to service contracts with CONE Gathering LLC, our equity method investee;
|
•
|
focused cost reduction and efficiency initiatives;
|
•
|
decreased lease operating expense due to the sale of our China assets at the end of the second quarter 2014;
|
•
|
decreased production and ad valorem taxes due to lower revenues resulting from the decline in commodity prices in the US as well as the sale of our China assets at the end of the second quarter 2014; and
|
•
|
decreased lease operating expense in Gulf of Mexico due to ceased operations at South Raton and natural field decline.
|
(1)
|
West Africa includes Equatorial Guinea, Cameroon, Sierra Leone, and Gabon.
|
(2)
|
Eastern Mediterranean includes Israel and Cyprus.
|
(3)
|
Other International, Corporate includes the Falkland Islands, other new ventures and corporate expenditures.
|
(4)
|
Includes leasehold impairment, including one lease related to deepwater Gulf of Mexico
|
•
|
dry hole cost related to exploratory wells, including onshore US; Cheetah, offshore Cameroon; and Humpback, Falkland Islands;
|
•
|
leasehold impairment, including one lease related to deepwater Gulf of Mexico of $41 million; and
|
•
|
salaries and related expenses for corporate exploration and new ventures personnel.
|
•
|
dry hole cost related to the Bright exploratory well, deepwater Gulf of Mexico, the Scotia exploratory well, offshore Falkland Islands, and other miscellaneous charges;
|
•
|
seismic expense related to 3D seismic acquisition in the deepwater Gulf of Mexico, Equatorial Guinea, and Falkland Islands; and
|
•
|
salaries and related expenses for corporate exploration and new ventures personnel.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
DD&A Expense (millions)
(1)
|
$
|
539
|
|
|
$
|
460
|
|
|
$
|
1,444
|
|
|
$
|
1,297
|
|
Unit Rate per BOE
(2)
|
$
|
15.75
|
|
|
$
|
16.98
|
|
|
$
|
16.21
|
|
|
$
|
16.67
|
|
(1)
|
For DD&A expense by geographical area, see
Item 1. Financial Statements – Note
13. Segment Information
.
|
(2)
|
Consolidated unit rates exclude sales volumes and expenses attributable to equity method investees.
|
•
|
the addition of Eagle Ford and Permian production in third quarter 2015; and
|
•
|
an increase in the DJ Basin and Marcellus Shale due to higher sales volumes;
|
•
|
a decrease in sales volumes from our deepwater Gulf of Mexico operations; and
|
•
|
a decrease due to the sale of our China assets during 2014.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
G&A Expense (millions)
|
$
|
109
|
|
|
$
|
132
|
|
|
$
|
308
|
|
|
$
|
399
|
|
Unit Rate per BOE
(1)
|
$
|
3.19
|
|
|
$
|
4.89
|
|
|
$
|
3.46
|
|
|
$
|
5.12
|
|
(1)
|
Consolidated unit rates exclude sales volumes and expenses attributable to equity method investees.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Asset Impairments
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
43
|
|
|
$
|
164
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Midstream Gathering and Processing Expense
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
10
|
|
|
$
|
8
|
|
Corporate Restructuring Expense
|
21
|
|
|
—
|
|
|
39
|
|
|
—
|
|
||||
Stacked Drilling Rig Expense
|
13
|
|
|
—
|
|
|
20
|
|
|
—
|
|
||||
Pension Plan Expense
|
67
|
|
|
—
|
|
|
88
|
|
|
—
|
|
||||
Rosetta Merger Expenses
|
71
|
|
|
—
|
|
|
73
|
|
|
—
|
|
||||
Gain on Divestitures
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(72
|
)
|
||||
Other, Net
|
6
|
|
|
10
|
|
|
22
|
|
|
33
|
|
||||
Total
|
$
|
182
|
|
|
$
|
(19
|
)
|
|
$
|
252
|
|
|
$
|
(31
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Gain on Commodity Derivative Instruments
|
$
|
(267
|
)
|
|
$
|
(385
|
)
|
|
$
|
(331
|
)
|
|
$
|
(74
|
)
|
Interest, Net of Amount Capitalized
|
71
|
|
|
52
|
|
|
183
|
|
|
151
|
|
||||
Other Non-Operating (Income) Expense, Net
|
(12
|
)
|
|
(13
|
)
|
|
(20
|
)
|
|
1
|
|
||||
Total
|
$
|
(208
|
)
|
|
$
|
(346
|
)
|
|
$
|
(168
|
)
|
|
$
|
78
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
(millions, except unit rate)
|
|
|
|
|
|
|
|
||||||||
Interest Expense, Gross
|
$
|
110
|
|
|
$
|
79
|
|
|
$
|
294
|
|
|
$
|
238
|
|
Capitalized Interest
|
(39
|
)
|
|
(27
|
)
|
|
(111
|
)
|
|
(87
|
)
|
||||
Interest Expense, Net
|
$
|
71
|
|
|
$
|
52
|
|
|
$
|
183
|
|
|
$
|
151
|
|
Unit Rate per BOE
(1)
|
$
|
2.08
|
|
|
$
|
1.93
|
|
|
$
|
2.05
|
|
|
$
|
1.94
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
(millions, except percentages)
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
1,028
|
|
|
$
|
1,183
|
|
Amount Available to be Borrowed Under Credit Facility
(1)
|
4,000
|
|
|
4,000
|
|
||
Total Liquidity
|
$
|
5,028
|
|
|
$
|
5,183
|
|
Total Debt
(2)
|
$
|
7,997
|
|
|
$
|
6,197
|
|
Total Shareholders' Equity
|
12,450
|
|
|
10,325
|
|
||
Ratio of Debt-to-Book Capital
(3)
|
39
|
%
|
|
38
|
%
|
(1)
|
See
Credit Facility,
below.
|
(2)
|
Total debt includes capital lease obligations and excludes unamortized debt discount/premium.
|
(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.
|
•
|
remaining three-well obligation in Nevada;
|
•
|
one-well obligation offshore Cyprus;
|
•
|
two-well obligation offshore Falkland Islands, including the Humpback well which resulted in dry hole expense of $108 million; and
|
•
|
3D seismic obligation offshore Gabon.
|
|
Nine Months Ended
September 30, |
||||||
|
2015
|
|
2014
|
||||
(millions)
|
|
|
|
||||
Total Cash Provided By (Used in)
|
|
|
|
||||
Operating Activities
|
$
|
1,486
|
|
|
$
|
2,703
|
|
Investing Activities
|
(2,393
|
)
|
|
(3,175
|
)
|
||
Financing Activities
|
752
|
|
|
524
|
|
||
Increase (Decrease) in Cash and Cash Equivalents
|
$
|
(155
|
)
|
|
$
|
52
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
(millions)
|
|
|
|
|
|
|
|
||||||||
Acquisition, Capital and Exploration Expenditures
|
|
|
|
|
|
|
|
||||||||
Unproved Property Acquisition
(1)
|
$
|
21
|
|
|
$
|
42
|
|
|
$
|
86
|
|
|
$
|
171
|
|
Exploration
|
117
|
|
|
191
|
|
|
257
|
|
|
419
|
|
||||
Development
|
458
|
|
|
976
|
|
|
1,695
|
|
|
2,617
|
|
||||
Midstream
|
26
|
|
|
80
|
|
|
123
|
|
|
175
|
|
||||
Corporate and Other
|
21
|
|
|
28
|
|
|
78
|
|
|
118
|
|
||||
Total
|
$
|
643
|
|
|
$
|
1,317
|
|
|
$
|
2,239
|
|
|
$
|
3,500
|
|
|
|
|
|
|
|
|
|
||||||||
Other
|
|
|
|
|
|
|
|
||||||||
Investment in Equity Method Investee
(2)
|
$
|
21
|
|
|
$
|
18
|
|
|
$
|
86
|
|
|
$
|
58
|
|
Increase in Capital Lease Obligations
|
$
|
29
|
|
|
$
|
60
|
|
|
$
|
60
|
|
|
$
|
81
|
|
(1)
|
Unproved property acquisition cost for 2015 includes $37 million in the DJ Basin and $43 million in the Marcellus Shale. Unproved property acquisition cost for 2014 includes $55 million in the DJ Basin, $98 million in the Marcellus Shale, and $16 million in the deepwater Gulf of Mexico.
|
(2)
|
Investment in equity method investee represents primarily contributions to CONE Gathering LLC which owns and operates the natural gas gathering infrastructure associated with our Marcellus Shale joint venture.
|
•
|
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 those involving the protection of the environment or marketing of production, as well as other regulations; and
|
•
|
access to resources.
|
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)
|
|||||
7/1/2015 - 7/31/2015
|
204,367
|
|
|
$
|
36.98
|
|
|
—
|
|
|
—
|
|
8/1/2015 - 8/31/2015
|
2,061
|
|
|
34.03
|
|
|
—
|
|
|
—
|
|
|
9/1/2015 - 9/30/2015
|
21,204
|
|
|
31.25
|
|
|
—
|
|
|
—
|
|
|
Total
|
227,632
|
|
|
$
|
36.42
|
|
|
—
|
|
|
—
|
|
(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.
|
|
|
|
|
NOBLE ENERGY, INC.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date
|
|
November 2, 2015
|
|
/s/ Kenneth M. Fisher
|
|
|
|
|
Kenneth M. Fisher
Executive Vice President, Chief Financial Officer
|
|
||
Exhibit Number
|
|
Exhibit
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of May 10, 2015, by and among Noble Energy, Inc., Bluebonnet Merger Sub Inc. and Rosetta Resources Inc., filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K (Date of Event: May 10, 2015) filed on May 11, 2015 and incorporated herein by reference.
|
|
|
|
3.1
|
|
Certificate of Incorporation of the Registrant (as amended through April 29, 2015), filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and incorporated herein by reference.
|
|
|
|
3.2
|
|
By-Laws of Noble Energy, Inc. (as amended through October 20, 2015), filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (Date of Event: October 20, 2015) filed on October 22, 2015 and incorporated herein by reference.
|
|
|
|
4.1
|
|
Sixth Supplemental Indenture, dated as of July 29, 2015, to Indenture, dated as of February 27, 2009, between Noble Energy, Inc. and Wells Fargo Bank, National Association, as trustee, relating to the Registrant’s 5.625% Senior Notes due 2021, 5.875% Senior Notes due 2022 and 5.875% Senior Notes due 2044 (including the forms of 2021 Notes, 2022 Notes and 2024 Notes) filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (Date of Event: July 29, 2015) filed July 31, 2015 and incorporated herein by reference.
|
|
|
|
10.1
|
|
Second Amendment to Credit Agreement, dated August 27, 2015, by and among Noble Energy, Inc., NBL International Finance B.V., JPMorgan Chase Bank, N.A., as administrative agent, Citibank N.A., as syndication agent, and Bank of America, N.A., Bank of Tokyo-Mitsubishi UFJ, Ltd., Mizuho Bank, Ltd. and DNB Bank ASA, New York Branch, as documentation agents, and the other commercial lending institutions party thereto filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Date of Event: August 27, 2015) filed August 31, 2015 and incorporated herein by reference.
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
12.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
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
|
Noble Energy, Inc.
|
||||||||||||||||||||
Calculation of Ratio of Earnings to Fixed Charges
|
||||||||||||||||||||
|
|
Nine Months Ended
September 30, |
|
Year Ended December 31,
|
||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
(millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) From Continuing Operations Before Income Tax and Income From Equity Investees
|
|
$
|
(653
|
)
|
|
$
|
1,540
|
|
|
$
|
1,138
|
|
|
$
|
1,170
|
|
|
$
|
309
|
|
Add (Deduct)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges
|
|
315
|
|
|
349
|
|
|
296
|
|
|
288
|
|
|
207
|
|
|||||
Capitalized Interest
|
|
(111
|
)
|
|
(116
|
)
|
|
(121
|
)
|
|
(151
|
)
|
|
(132
|
)
|
|||||
Distributed Income From Equity Investees
|
|
55
|
|
|
382
|
|
|
204
|
|
|
204
|
|
|
225
|
|
|||||
Earnings as Defined
|
|
$
|
(394
|
)
|
|
$
|
2,155
|
|
|
$
|
1,517
|
|
|
$
|
1,511
|
|
|
$
|
609
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Interest Expense
|
|
183
|
|
|
210
|
|
|
158
|
|
|
125
|
|
|
65
|
|
|||||
Capitalized Interest
|
|
111
|
|
|
116
|
|
|
121
|
|
|
151
|
|
|
132
|
|
|||||
Interest Portion of Rental Expense
|
|
21
|
|
|
23
|
|
|
17
|
|
|
12
|
|
|
10
|
|
|||||
Fixed Charges as Defined
|
|
$
|
315
|
|
|
$
|
349
|
|
|
$
|
296
|
|
|
$
|
288
|
|
|
$
|
207
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
|
|
—
|
|
|
6.2
|
|
|
5.1
|
|
|
5.2
|
|
|
2.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount by Which Earnings Were Insufficient to Cover Fixed Charges
|
|
$
|
709
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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:
|
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):
|
Date:
|
November 2, 2015
|
|
|
|
|
|
|
/s/ David L. Stover
|
|
||
David L. Stover
|
|
||
Chief Executive Officer
|
|
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:
|
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):
|
Date:
|
November 2, 2015
|
|
|
|
|
|
|
/s/ Kenneth M. Fisher
|
|
||
Kenneth M. Fisher
|
|
||
Chief Financial Officer
|
|
(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:
|
November 2, 2015
|
|
/s/ David L. Stover
|
|
|
|
David L. Stover
|
|
|
|
Chief Executive Officer
|
(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:
|
November 2, 2015
|
|
/s/ Kenneth M. Fisher
|
|
|
|
Kenneth M. Fisher
|
|
|
|
Chief Financial Officer
|