Delaware
|
|
73-0785597
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. employer identification number)
|
1001 Noble Energy Way
|
|
|
Houston, Texas
|
|
77070
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(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
|
Emerging growth company o
|
Securities registered pursuant to Section 12(b) of the Act:
|
||||
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
|
NBL
|
|
New York Stock Exchange
|
Part I. Financial Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 4. Controls and Procedures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 5. Other Information
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
||||
Oil, NGL and Gas Sales
|
$
|
937
|
|
|
$
|
1,173
|
|
Sales of Purchased Oil and Gas
|
74
|
|
|
53
|
|
||
Other Revenue
|
41
|
|
|
60
|
|
||
Total
|
1,052
|
|
|
1,286
|
|
||
Costs and Expenses
|
|
|
|
||||
Production Expense
|
305
|
|
|
319
|
|
||
Depreciation, Depletion and Amortization
|
508
|
|
|
468
|
|
||
General and Administrative
|
102
|
|
|
104
|
|
||
Cost of Purchased Oil and Gas
|
87
|
|
|
57
|
|
||
Other Operating Expense, Net
|
49
|
|
|
50
|
|
||
Gain on Divestitures, Net
|
—
|
|
|
(588
|
)
|
||
Asset Impairments
|
—
|
|
|
168
|
|
||
Firm Transportation Exit Cost
|
92
|
|
|
—
|
|
||
Total
|
1,143
|
|
|
578
|
|
||
Operating (Expense) Income
|
(91
|
)
|
|
708
|
|
||
Other Expense
|
|
|
|
||||
Loss on Commodity Derivative Instruments
|
212
|
|
|
79
|
|
||
Interest, Net of Amount Capitalized
|
66
|
|
|
73
|
|
||
Other Non-Operating Expense, Net
|
4
|
|
|
13
|
|
||
Total
|
282
|
|
|
165
|
|
||
(Loss) Income Before Income Taxes
|
(373
|
)
|
|
543
|
|
||
Income Tax Benefit
|
(84
|
)
|
|
(31
|
)
|
||
Net (Loss) Income and Comprehensive (Loss) Income Including Noncontrolling Interests
|
(289
|
)
|
|
574
|
|
||
Less: Net Income and Comprehensive Income Attributable to Noncontrolling Interests
|
24
|
|
|
20
|
|
||
Net (Loss) Income and Comprehensive (Loss) Income Attributable to Noble Energy
|
$
|
(313
|
)
|
|
$
|
554
|
|
|
|
|
|
|
|
||
Net (Loss) Income Attributable to Noble Energy Common Shareholders per Share
|
|
|
|
||||
Basic
|
$
|
(0.65
|
)
|
|
$
|
1.14
|
|
Diluted
|
$
|
(0.65
|
)
|
|
$
|
1.14
|
|
Weighted Average Number of Common Shares Outstanding
|
|
|
|
||||
Basic
|
478
|
|
|
487
|
|
||
Diluted
|
478
|
|
|
488
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
528
|
|
|
$
|
716
|
|
Accounts Receivable, Net
|
573
|
|
|
616
|
|
||
Other Current Assets
|
142
|
|
|
418
|
|
||
Total Current Assets
|
1,243
|
|
|
1,750
|
|
||
Property, Plant and Equipment
|
|
|
|
|
|
||
Oil and Gas Properties (Successful Efforts Method of Accounting)
|
29,364
|
|
|
29,002
|
|
||
Property, Plant and Equipment, Other
|
1,012
|
|
|
891
|
|
||
Total Property, Plant and Equipment, Gross
|
30,376
|
|
|
29,893
|
|
||
Accumulated Depreciation, Depletion and Amortization
|
(11,675
|
)
|
|
(11,474
|
)
|
||
Total Property, Plant and Equipment, Net
|
18,701
|
|
|
18,419
|
|
||
Other Noncurrent Assets
|
1,376
|
|
|
841
|
|
||
Total Assets
|
$
|
21,320
|
|
|
$
|
21,010
|
|
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
|||
Accounts Payable – Trade
|
$
|
1,284
|
|
|
$
|
1,207
|
|
Other Current Liabilities
|
659
|
|
|
519
|
|
||
Total Current Liabilities
|
1,943
|
|
|
1,726
|
|
||
Long-Term Debt
|
6,738
|
|
|
6,574
|
|
||
Deferred Income Taxes
|
961
|
|
|
1,061
|
|
||
Other Noncurrent Liabilities
|
1,438
|
|
|
1,165
|
|
||
Total Liabilities
|
$
|
11,080
|
|
|
$
|
10,526
|
|
Commitments and Contingencies
|
|
|
|
|
|||
Mezzanine Equity
|
|
|
|
||||
Redeemable Noncontrolling Interest, Net
|
$
|
97
|
|
|
$
|
—
|
|
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 Shares Authorized; 522 Million and 520 Million Shares Issued, respectively
|
5
|
|
|
5
|
|
||
Additional Paid in Capital
|
8,219
|
|
|
8,203
|
|
||
Accumulated Other Comprehensive Loss
|
(32
|
)
|
|
(32
|
)
|
||
Treasury Stock, at Cost; 39 Million Shares
|
(735
|
)
|
|
(730
|
)
|
||
Retained Earnings
|
1,614
|
|
|
1,980
|
|
||
Noble Energy Share of Equity
|
9,071
|
|
|
9,426
|
|
||
Noncontrolling Interests
|
1,072
|
|
|
1,058
|
|
||
Total Shareholders' Equity
|
10,143
|
|
|
10,484
|
|
||
Total Liabilities, Mezzanine Equity and Shareholders' Equity
|
$
|
21,320
|
|
|
$
|
21,010
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net (Loss) Income Including Noncontrolling Interests
|
$
|
(289
|
)
|
|
$
|
574
|
|
Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by Operating Activities
|
|
|
|
||||
Depreciation, Depletion and Amortization
|
508
|
|
|
468
|
|
||
Deferred Income Tax Benefit
|
(100
|
)
|
|
(157
|
)
|
||
Loss on Commodity Derivative Instruments
|
212
|
|
|
79
|
|
||
Net Cash Received (Paid) in Settlement of Commodity Derivative Instruments
|
14
|
|
|
(28
|
)
|
||
Other Adjustments for Noncash Items Included in Income
|
28
|
|
|
(2
|
)
|
||
Gain on Divestitures, Net
|
—
|
|
|
(588
|
)
|
||
Asset Impairments
|
—
|
|
|
168
|
|
||
Firm Transportation Exit Cost
|
92
|
|
|
—
|
|
||
Changes in Operating Assets and Liabilities
|
|
|
|
||||
Decrease in Accounts Receivable
|
9
|
|
|
89
|
|
||
Increase (Decrease) in Accounts Payable
|
106
|
|
|
(33
|
)
|
||
Increase in Current Income Taxes Payable
|
45
|
|
|
14
|
|
||
Other Current Assets and Liabilities, Net
|
(52
|
)
|
|
(18
|
)
|
||
Other Operating Assets and Liabilities, Net
|
(45
|
)
|
|
17
|
|
||
Net Cash Provided by Operating Activities
|
528
|
|
|
583
|
|
||
Cash Flows From Investing Activities
|
|
|
|
||||
Additions to Property, Plant and Equipment
|
(763
|
)
|
|
(787
|
)
|
||
Acquisitions, Net of Cash Received
|
—
|
|
|
(650
|
)
|
||
Additions to Equity Method Investments
|
(271
|
)
|
|
—
|
|
||
Proceeds from Divestitures, Net
|
123
|
|
|
865
|
|
||
Net Cash Used in Investing Activities
|
(911
|
)
|
|
(572
|
)
|
||
Cash Flows From Financing Activities
|
|
|
|
||||
Proceeds from Revolving Credit Facility
|
50
|
|
|
245
|
|
||
Repayment of Revolving Credit Facility
|
(50
|
)
|
|
(475
|
)
|
||
Proceeds from Noble Midstream Services Revolving Credit Facility
|
345
|
|
|
405
|
|
||
Repayment of Noble Midstream Services Revolving Credit Facility
|
(175
|
)
|
|
(55
|
)
|
||
Dividends Paid, Common Stock
|
(53
|
)
|
|
(48
|
)
|
||
Purchase and Retirement of Common Stock
|
—
|
|
|
(67
|
)
|
||
Contributions from Noncontrolling Interest Owners
|
10
|
|
|
333
|
|
||
Proceeds from Issuance of Mezzanine Equity, Net of Offering Costs
|
99
|
|
|
—
|
|
||
Other
|
(32
|
)
|
|
(40
|
)
|
||
Net Cash Provided by Financing Activities
|
194
|
|
|
298
|
|
||
(Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash
|
(189
|
)
|
|
309
|
|
||
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period
|
719
|
|
|
713
|
|
||
Cash, Cash Equivalents, and Restricted Cash at End of Period
|
$
|
530
|
|
|
$
|
1,022
|
|
|
Attributable to Noble Energy
|
|
|
|
|
||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid in Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock at Cost
|
|
Retained Earnings
|
|
Non- controlling Interests
|
|
Total Equity
|
||||||||||||||
December 31, 2018
|
$
|
5
|
|
|
$
|
8,203
|
|
|
$
|
(32
|
)
|
|
$
|
(730
|
)
|
|
$
|
1,980
|
|
|
$
|
1,058
|
|
|
$
|
10,484
|
|
Net (Loss) Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(313
|
)
|
|
24
|
|
|
(289
|
)
|
|||||||
Stock-based Compensation
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||||
Dividends (11 cents per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
|||||||
Distributions to Noncontrolling Interest Owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
|||||||
Contributions from Noncontrolling Interest Owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|||||||
Other
|
—
|
|
|
2
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(3
|
)
|
|
(6
|
)
|
|||||||
March 31, 2019
|
$
|
5
|
|
|
$
|
8,219
|
|
|
$
|
(32
|
)
|
|
$
|
(735
|
)
|
|
$
|
1,614
|
|
|
$
|
1,072
|
|
|
$
|
10,143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2017
|
$
|
5
|
|
|
$
|
8,438
|
|
|
$
|
(30
|
)
|
|
$
|
(725
|
)
|
|
$
|
2,248
|
|
|
$
|
683
|
|
|
$
|
10,619
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
554
|
|
|
20
|
|
|
574
|
|
|||||||
Stock-based Compensation
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||||
Dividends (10 cents per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
|||||||
Purchase and Retirement of Common Stock
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
|||||||
Clayton Williams Energy Acquisition
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||||||
Distributions to Noncontrolling Interest Owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|||||||
Contributions from Noncontrolling Interest Owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
331
|
|
|
331
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
(6
|
)
|
|
—
|
|
|
2
|
|
|
(3
|
)
|
|||||||
March 31, 2018
|
$
|
5
|
|
|
$
|
8,363
|
|
|
$
|
(29
|
)
|
|
$
|
(731
|
)
|
|
$
|
2,754
|
|
|
$
|
1,025
|
|
|
$
|
11,387
|
|
(millions)
|
Remainder of 2019
|
|
2020
|
|
Total
|
||||||
Natural Gas Revenues (1)
|
$
|
108
|
|
|
$
|
116
|
|
|
$
|
224
|
|
(1)
|
The remaining performance obligations are estimated using the contractual base or floor price provision in effect. Future revenues under these contracts will vary from the amounts above due to components of variable consideration exceeding the contractual base or floor price provision.
|
•
|
the package of transition “practical expedients”, permitting us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs;
|
•
|
the practical expedient pertaining to land easements, allowing us to account for existing land easements under previous accounting policy; and
|
•
|
the practical expedient to not separate lease and non-lease components for the majority of our leases (elected by asset class).
|
|
Three Months Ended March 31,
|
||||||
(millions)
|
2019
|
|
2018
|
||||
Other Revenue
|
|
|
|
||||
Income from Equity Method Investees
|
$
|
17
|
|
|
$
|
47
|
|
Midstream Services Revenues – Third Party
|
24
|
|
|
13
|
|
||
Total
|
$
|
41
|
|
|
$
|
60
|
|
Production Expense
|
|
|
|
||||
Lease Operating Expense
|
$
|
151
|
|
|
$
|
155
|
|
Production and Ad Valorem Taxes
|
49
|
|
|
54
|
|
||
Gathering, Transportation and Processing Expense
|
102
|
|
|
93
|
|
||
Other Royalty Expense
|
3
|
|
|
17
|
|
||
Total
|
$
|
305
|
|
|
$
|
319
|
|
Other Operating Expense, Net
|
|
|
|
||||
Exploration Expense
|
$
|
24
|
|
|
$
|
35
|
|
Other, Net
|
25
|
|
|
15
|
|
||
Total
|
$
|
49
|
|
|
$
|
50
|
|
(millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Accounts Receivable, Net
|
|
|
|
||||
Commodity Sales
|
$
|
384
|
|
|
$
|
383
|
|
Joint Interest Billings
|
124
|
|
|
137
|
|
||
Other
|
80
|
|
|
111
|
|
||
Allowance for Doubtful Accounts
|
(15
|
)
|
|
(15
|
)
|
||
Total
|
$
|
573
|
|
|
$
|
616
|
|
Other Current Assets
|
|
|
|
|
|
||
Commodity Derivative Assets
|
$
|
9
|
|
|
$
|
180
|
|
Inventories, Materials and Supplies
|
70
|
|
|
55
|
|
||
Assets Held for Sale (1)
|
—
|
|
|
133
|
|
||
Prepaid Expenses and Other Current Assets
|
63
|
|
|
50
|
|
||
Total
|
$
|
142
|
|
|
$
|
418
|
|
Other Noncurrent Assets
|
|
|
|
|
|
||
Equity Method Investments (2)
|
$
|
559
|
|
|
$
|
286
|
|
Operating Lease Right-of-Use Assets (3)
|
273
|
|
|
—
|
|
||
Customer-Related Intangible Assets, Net (4)
|
302
|
|
|
310
|
|
||
Goodwill (4)
|
110
|
|
|
110
|
|
||
Other Assets, Noncurrent
|
132
|
|
|
135
|
|
||
Total
|
$
|
1,376
|
|
|
$
|
841
|
|
Other Current Liabilities
|
|
|
|
|
|
||
Production and Ad Valorem Taxes
|
$
|
106
|
|
|
$
|
103
|
|
Asset Retirement Obligations
|
118
|
|
|
118
|
|
||
Interest Payable
|
85
|
|
|
66
|
|
||
Other Liabilities, Current
|
350
|
|
|
232
|
|
||
Total
|
$
|
659
|
|
|
$
|
519
|
|
Other Noncurrent Liabilities
|
|
|
|
|
|
||
Deferred Compensation Liabilities
|
$
|
149
|
|
|
$
|
147
|
|
Asset Retirement Obligations
|
749
|
|
|
762
|
|
||
Operating Lease Liabilities (3)
|
194
|
|
|
—
|
|
||
Firm Transportation Exit Cost Accrual (5)
|
156
|
|
|
67
|
|
||
Production and Ad Valorem Taxes
|
88
|
|
|
83
|
|
||
Other Liabilities, Noncurrent
|
102
|
|
|
106
|
|
||
Total
|
$
|
1,438
|
|
|
$
|
1,165
|
|
(1)
|
Assets held for sale at December 31, 2018 include assets related to the first quarter 2019 divestiture of non-core acreage in Reeves County, Texas. See Note 4. Acquisitions and Divestitures.
|
(2)
|
The 2019 amount includes Noble Midstream Partners' $227 million investment in EPIC Y-Grade, LP and EPIC Crude Holdings, LP and $38 million investment in Delaware Crossing LLC. See Note 4. Acquisitions and Divestitures.
|
(3)
|
Amounts relate to assets and liabilities recorded as a result of ASC 842 adoption in first quarter 2019. See Note 8. Leases.
|
(4)
|
Amounts relate to assets acquired in the first quarter 2018 Saddle Butte Acquisition. Intangible asset amounts at March 31, 2019 and December 31, 2018 are net of accumulated amortization of $38 million and $30 million, respectively. See Note 4. Acquisitions and Divestitures.
|
(5)
|
|
Three Months Ended March 31,
|
||||||
(millions)
|
2019
|
|
2018
|
||||
Cash and Cash Equivalents at Beginning of Period
|
$
|
716
|
|
|
$
|
675
|
|
Restricted Cash at Beginning of Period
|
3
|
|
|
38
|
|
||
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period
|
$
|
719
|
|
|
$
|
713
|
|
Cash and Cash Equivalents at End of Period
|
$
|
528
|
|
|
$
|
992
|
|
Restricted Cash at End of Period
|
2
|
|
|
30
|
|
||
Cash, Cash Equivalents, and Restricted Cash at End of Period
|
$
|
530
|
|
|
$
|
1,022
|
|
|
|
|
Oil and Gas Exploration and Production
|
|
Midstream
|
|
|
||||||||||||||||||||||||
(millions)
|
Consolidated
|
|
United States
|
|
Eastern Mediter-ranean
|
|
West Africa
|
|
Other Int'l
|
|
United States
|
|
Intersegment Eliminations and Other (1)
|
|
Corporate
|
||||||||||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Crude Oil Sales
|
$
|
612
|
|
|
$
|
545
|
|
|
$
|
1
|
|
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
NGL Sales
|
96
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Natural Gas Sales
|
229
|
|
|
108
|
|
|
117
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total Crude Oil, NGL and Natural Gas Sales
|
937
|
|
|
749
|
|
|
118
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Sales of Purchased Oil and Gas
|
74
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
27
|
|
||||||||
Income from Equity Method Investees
|
17
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||||
Midstream Services Revenues – Third Party
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
||||||||
Intersegment Revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
(106
|
)
|
|
—
|
|
||||||||
Total Revenues
|
1,052
|
|
|
763
|
|
|
118
|
|
|
85
|
|
|
—
|
|
|
165
|
|
|
(106
|
)
|
|
27
|
|
||||||||
Lease Operating Expense
|
151
|
|
|
125
|
|
|
10
|
|
|
24
|
|
|
—
|
|
|
1
|
|
|
(9
|
)
|
|
—
|
|
||||||||
Production and Ad Valorem Taxes
|
49
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||||
Gathering, Transportation and Processing Expense
|
102
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
(69
|
)
|
|
—
|
|
||||||||
Other Royalty Expense
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total Production Expense
|
305
|
|
|
317
|
|
|
10
|
|
|
24
|
|
|
—
|
|
|
32
|
|
|
(78
|
)
|
|
—
|
|
||||||||
Depreciation, Depletion and Amortization
|
508
|
|
|
439
|
|
|
16
|
|
|
20
|
|
|
—
|
|
|
25
|
|
|
(7
|
)
|
|
15
|
|
|
|
|
Oil and Gas Exploration and Production
|
|
Midstream
|
|
|
||||||||||||||||||||||||
(millions)
|
Consolidated
|
|
United States
|
|
Eastern Mediter-ranean
|
|
West Africa
|
|
Other Int'l
|
|
United States
|
|
Intersegment Eliminations and Other (1)
|
|
Corporate
|
||||||||||||||||
Cost of Purchased Oil and Gas
|
87
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
42
|
|
||||||||
Firm Transportation Exit Cost
|
92
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
||||||||
Loss on Commodity Derivative Instruments
|
212
|
|
|
188
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
(Loss) Income Before Income Taxes
|
(373
|
)
|
|
(247
|
)
|
|
84
|
|
|
11
|
|
|
(16
|
)
|
|
73
|
|
|
(14
|
)
|
|
(264
|
)
|
||||||||
Additions to Long-Lived Assets, Excluding Acquisitions
|
712
|
|
|
511
|
|
|
132
|
|
|
5
|
|
|
10
|
|
|
66
|
|
|
(23
|
)
|
|
11
|
|
||||||||
Investments in Equity Method Investees
|
271
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
271
|
|
|
—
|
|
|
—
|
|
||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Crude Oil Sales
|
$
|
773
|
|
|
$
|
682
|
|
|
$
|
2
|
|
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
NGL Sales
|
146
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Natural Gas Sales
|
254
|
|
|
120
|
|
|
129
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total Crude Oil, NGL and Natural Gas Sales
|
1,173
|
|
|
948
|
|
|
131
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Sales of Purchased Oil and Gas
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
31
|
|
||||||||
Income from Equity Method Investees
|
47
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||||||
Midstream Services Revenues – Third Party
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||||||
Intersegment Revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
(81
|
)
|
|
—
|
|
||||||||
Total Revenues
|
1,286
|
|
|
948
|
|
|
131
|
|
|
129
|
|
|
—
|
|
|
128
|
|
|
(81
|
)
|
|
31
|
|
||||||||
Lease Operating Expense
|
155
|
|
|
126
|
|
|
7
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Production and Ad Valorem Taxes
|
54
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||||
Gathering, Transportation and Processing Expense
|
93
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
(53
|
)
|
|
—
|
|
||||||||
Other Royalty Expense
|
17
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total Production Expense
|
319
|
|
|
324
|
|
|
7
|
|
|
22
|
|
|
—
|
|
|
21
|
|
|
(53
|
)
|
|
—
|
|
||||||||
Depreciation, Depletion and Amortization
|
468
|
|
|
404
|
|
|
13
|
|
|
26
|
|
|
—
|
|
|
17
|
|
|
(3
|
)
|
|
11
|
|
||||||||
Gain on Divestitures, Net
|
(588
|
)
|
|
(6
|
)
|
|
(386
|
)
|
|
—
|
|
|
—
|
|
|
(196
|
)
|
|
—
|
|
|
—
|
|
||||||||
Asset Impairments
|
168
|
|
|
168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cost of Purchased Oil and Gas
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
36
|
|
||||||||
Loss on Commodity Derivative Instruments
|
79
|
|
|
64
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Income (Loss) Before Income Taxes
|
543
|
|
|
(43
|
)
|
|
473
|
|
|
64
|
|
|
(9
|
)
|
|
247
|
|
|
(15
|
)
|
|
(174
|
)
|
||||||||
Additions to Long-Lived Assets, Excluding Acquisitions
|
905
|
|
|
534
|
|
|
147
|
|
|
2
|
|
|
2
|
|
|
242
|
|
|
(32
|
)
|
|
10
|
|
||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Property, Plant and Equipment, Net
|
$
|
18,701
|
|
|
$
|
13,145
|
|
|
$
|
2,728
|
|
|
$
|
736
|
|
|
$
|
119
|
|
|
$
|
1,801
|
|
|
$
|
(162
|
)
|
|
$
|
334
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property, Plant and Equipment, Net
|
$
|
18,419
|
|
|
$
|
13,044
|
|
|
$
|
2,630
|
|
|
$
|
805
|
|
|
$
|
37
|
|
|
$
|
1,742
|
|
|
$
|
(145
|
)
|
|
$
|
306
|
|
(1)
|
The intersegment eliminations related to income before income taxes are the result of midstream expenditures. These costs are presented as property, plant and equipment within the E&P business on an unconsolidated basis, in accordance with the successful efforts method of accounting, and are eliminated upon consolidation.
|
(millions, except number of projects)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Exploratory Well Costs Capitalized for a Period of One Year or Less
|
$
|
9
|
|
|
$
|
6
|
|
Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling
|
350
|
|
|
348
|
|
||
Capitalized Exploratory Well Costs, End of Period
|
$
|
359
|
|
|
$
|
354
|
|
Number of Projects with Exploratory Well Costs That Have Been Capitalized for a Period Greater Than One Year Since Commencement of Drilling
|
7
|
|
|
7
|
|
(millions)
|
Three Months Ended March 31, 2019
|
||
Undeveloped Leasehold Costs, Beginning of Period
|
$
|
2,306
|
|
Additions to Undeveloped Leasehold Costs
|
47
|
|
|
Transfers to Proved Properties
|
—
|
|
|
Assets Sold
|
(2
|
)
|
|
Undeveloped Leasehold Costs, End of Period
|
$
|
2,351
|
|
|
Three Months Ended March 31,
|
||||||
(millions)
|
2019
|
|
2018
|
||||
Asset Retirement Obligations, Beginning Balance
|
$
|
880
|
|
|
$
|
875
|
|
Liabilities Incurred
|
2
|
|
|
2
|
|
||
Liabilities Settled
|
(27
|
)
|
|
(20
|
)
|
||
Revisions of Estimates
|
—
|
|
|
(11
|
)
|
||
Reclassification to Liabilities Associated with Assets Held for Sale
|
—
|
|
|
(227
|
)
|
||
Accretion Expense
|
12
|
|
|
9
|
|
||
Asset Retirement Obligations, Ending Balance
|
$
|
867
|
|
|
$
|
628
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||
(millions, except percentages)
|
Debt
|
|
Interest Rate
|
|
|
Debt
|
|
Interest Rate
|
|||||
Revolving Credit Facility, due March 9, 2023 (1)
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Noble Midstream Services Revolving Credit Facility, due March 9, 2023 (2)
|
230
|
|
|
3.66
|
%
|
|
60
|
|
|
3.67
|
%
|
||
Noble Midstream Services Term Loan Credit Facility, due July 31, 2021
|
500
|
|
|
3.41
|
%
|
|
500
|
|
|
3.42
|
%
|
||
Senior Notes and Debentures
|
5,892
|
|
|
(3
|
)
|
|
5,892
|
|
|
(3
|
)
|
||
Finance Lease Obligations (4)
|
215
|
|
|
—
|
%
|
|
223
|
|
|
—
|
%
|
||
Total
|
6,837
|
|
|
|
|
6,675
|
|
|
|
||||
Net Unamortized Discounts and Debt Issuance Costs
|
(58
|
)
|
|
|
|
(60
|
)
|
|
|
||||
Total Debt
|
6,779
|
|
|
|
|
6,615
|
|
|
|
||||
Less Amounts Due Within One Year
|
|
|
|
|
|
|
|
||||||
Finance Lease Obligations (4)
|
(41
|
)
|
|
|
|
(41
|
)
|
|
|
||||
Long-Term Debt Due After One Year
|
$
|
6,738
|
|
|
|
|
$
|
6,574
|
|
|
|
(1)
|
As of March 31, 2019 and December 31, 2018, the Revolving Credit Facility had $4.0 billion of capacity and the entire amount was available for borrowing.
|
(2)
|
As of March 31, 2019 and December 31, 2018, the Noble Midstream Services Revolving Credit Facility had $800 million of capacity. Amounts available for borrowing at totaled $570 million and $740 million, respectively.
|
(3)
|
The Senior Notes and Debentures have weighted average interest rates of 5.01% for both March 31, 2019 and December 31, 2018.
|
(4)
|
(millions)
|
Balance Sheet Location
|
March 31, 2019
|
||
ROU Assets
|
|
|
||
Operating Leases (1)
|
Other Noncurrent Assets
|
$
|
273
|
|
Finance Leases (2)
|
Total Property, Plant and Equipment, Net
|
179
|
|
|
Total ROU Assets
|
|
$
|
452
|
|
Lease Liabilities
|
|
|
||
Current Liabilities
|
|
|
||
Operating Leases
|
Other Current Liabilities
|
$
|
86
|
|
Finance Leases
|
Other Current Liabilities
|
41
|
|
|
Noncurrent Liabilities
|
|
|
||
Operating Leases
|
Other Noncurrent Liabilities
|
194
|
|
|
Finance Leases
|
Long-Term Debt
|
174
|
|
|
Total Lease Liabilities
|
|
$
|
495
|
|
(1)
|
Operating lease ROU assets include primarily office space of $107 million, compressors of $87 million, and drilling rigs of $40 million.
|
(2)
|
Finance lease ROU assets are recorded net of accumulated amortization of $449 million as of March 31, 2019. Assets include primarily office space of $96 million, net.
|
(millions)
|
Statement of Operations Location
|
Three Months Ended March 31, 2019
|
||
Operating Lease Cost
|
(1)
|
$
|
25
|
|
Finance Lease Cost
|
|
|
||
Amortization Expense on ROU Assets
|
Depreciation, Depletion and Amortization
|
8
|
|
|
Interest Expense on Lease Liabilities
|
Interest, Net of Amount Capitalized
|
3
|
|
|
Short-term Lease Cost (2)
|
(1)
|
126
|
|
|
Variable Lease Cost (3)
|
(1)
|
—
|
|
|
Sublease Income
|
General and Administrative
|
(1
|
)
|
|
Total Lease Cost
|
|
$
|
161
|
|
(1)
|
Cost classification varies depending on the leased asset. Costs are primarily included within production expense and general and administrative expense. In addition, in accordance with the successful efforts method of accounting, certain lease costs may be capitalized when incurred, as part of oil and gas properties on our consolidated balance sheet.
|
(2)
|
Short-term lease costs relate primarily to hydraulic fracturing services, well-to-well drilling rig contracts and other miscellaneous lease agreements. Amount excludes costs for leases with a term of one month or less.
|
(3)
|
Variable lease costs were de minimis for first quarter 2019.
|
|
Three Months Ended March 31, 2019
|
||||||
(millions)
|
Operating Leases
|
|
Finance Leases
|
||||
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
|
|
|
|
||||
Operating Cash Flows
|
$
|
15
|
|
|
$
|
3
|
|
Financing Cash Flows
|
—
|
|
|
10
|
|
||
Investing Cash Flows
|
9
|
|
|
—
|
|
||
ROU Assets Obtained in Exchange for Lease Liabilities (1)
|
34
|
|
|
2
|
|
(1)
|
Amounts exclude the impact from adopting ASC 842 on January 1, 2019. See Note 2. Basis of Presentation.
|
(millions)
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
Remainder of 2019
|
$
|
73
|
|
|
$
|
37
|
|
|
$
|
110
|
|
2020
|
83
|
|
|
47
|
|
|
130
|
|
|||
2021
|
47
|
|
|
32
|
|
|
79
|
|
|||
2022
|
32
|
|
|
22
|
|
|
54
|
|
|||
2023
|
19
|
|
|
20
|
|
|
39
|
|
|||
2024 and Thereafter
|
67
|
|
|
105
|
|
|
172
|
|
|||
Total Lease Liabilities, Undiscounted
|
321
|
|
|
263
|
|
|
584
|
|
|||
Less: Imputed Interest
|
41
|
|
|
48
|
|
|
|
||||
Total Lease Liabilities (1)
|
$
|
280
|
|
|
$
|
215
|
|
|
|
(1)
|
Includes the current portion of $86 million and $41 million for operating and finance leases, respectively.
|
(millions)
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2019
|
$
|
91
|
|
|
$
|
52
|
|
|
$
|
143
|
|
2020
|
74
|
|
|
46
|
|
|
120
|
|
|||
2021
|
59
|
|
|
31
|
|
|
90
|
|
|||
2022
|
62
|
|
|
22
|
|
|
84
|
|
|||
2023
|
50
|
|
|
20
|
|
|
70
|
|
|||
2024 and Thereafter
|
176
|
|
|
104
|
|
|
280
|
|
|||
Total Lease Liabilities, Undiscounted
|
$
|
512
|
|
|
$
|
275
|
|
|
$
|
787
|
|
|
March 31, 2019
|
|
Weighted-Average Remaining Lease Term
|
|
|
Operating Leases
|
6.7 years
|
|
Finance Leases
|
8.0 years
|
|
Weighted-Average Discount Rate
|
|
|
Operating Leases
|
4.45
|
%
|
Finance Leases
|
5.61
|
%
|
|
Three Months Ended March 31,
|
||||||
(millions)
|
2019
|
|
2018
|
||||
Balance at Beginning of Period (1)
|
$
|
80
|
|
|
$
|
90
|
|
Firm Transportation Exit Cost Accrual
|
92
|
|
|
—
|
|
||
Payments, Net of Accretion
|
(5
|
)
|
|
(6
|
)
|
||
Balance at End of Period
|
167
|
|
|
84
|
|
||
Less: Current Portion Included in Other Current Liabilities
|
11
|
|
|
11
|
|
||
Long-term Portion Included in Other Noncurrent Liabilities at End of Period
|
$
|
156
|
|
|
$
|
73
|
|
(1)
|
Balances include current accruals of $13 million which are included in other current liabilities on our consolidated balance sheets.
|
|
|
Three Months Ended March 31,
|
||||||
(millions)
|
Statements of Operations Location
|
2019
|
|
2018
|
||||
Sales of Purchased Gas
|
Sales of Purchased Oil and Gas
|
$
|
27
|
|
|
$
|
31
|
|
Cost of Purchased Gas and Related Expense
|
|
|
|
|
||||
Cost of Purchased of Gas
|
Cost of Purchased Oil and Gas
|
27
|
|
|
30
|
|
||
Utilized Firm Transportation Expense (1)
|
Cost of Purchased Oil and Gas
|
15
|
|
|
5
|
|
||
Unutilized Firm Transportation Expense
|
Cost of Purchased Oil and Gas
|
—
|
|
|
1
|
|
||
Cost of Purchased Gas and Related Expense, Total
|
Cost of Purchased Oil and Gas
|
$
|
42
|
|
|
$
|
36
|
|
(1)
|
Includes the net impact of the difference in the firm transportation contract rates and rates agreed to in the capacity releases, as well as transportation expenses associated with transport of purchased natural gas.
|
|
Three Months Ended March 31,
|
||||||
(millions, except percentages)
|
2019
|
|
2018
|
||||
Current
|
$
|
16
|
|
|
$
|
126
|
|
Deferred
|
(100
|
)
|
|
(157
|
)
|
||
Total Income Tax Benefit
|
$
|
(84
|
)
|
|
$
|
(31
|
)
|
Effective Tax Rate
|
22.5
|
%
|
|
(5.7
|
)%
|
|
|
|
|
Swaps
|
|
Collars
|
|||||||||||||
Settlement Period
|
Type of Contract
|
Index
|
Bbls Per Day
|
Weighted Average Differential
|
Weighted Average Fixed Price
|
|
Weighted Average Short Put Price
|
Weighted Average Floor Price
|
Weighted Average Ceiling Price
|
||||||||||
2019
|
Swaps
|
NYMEX WTI
|
22,000
|
$
|
—
|
|
$
|
56.96
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
2019
|
Three-Way Collars
|
NYMEX WTI
|
33,000
|
—
|
|
—
|
|
|
49.35
|
|
59.35
|
|
72.25
|
|
|||||
2019
|
Swaption
|
NYMEX WTI
|
5,000
|
—
|
|
62.50
|
|
|
—
|
|
—
|
|
—
|
|
|||||
2019
|
Swaps
|
ICE Brent
|
5,000
|
—
|
|
57.00
|
|
|
—
|
|
—
|
|
—
|
|
|||||
2019
|
Three-Way Collars
|
ICE Brent
|
3,000
|
—
|
|
—
|
|
|
43.00
|
|
50.00
|
|
64.07
|
|
|||||
2019
|
Basis Swaps
|
(1)
|
27,000
|
(3.23
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||||
2020
|
Swaption
|
NYMEX WTI
|
5,000
|
—
|
|
61.79
|
|
|
—
|
|
—
|
|
—
|
|
|||||
2020
|
Three-Way Collars
|
NYMEX WTI
|
10,000
|
—
|
|
—
|
|
|
50.00
|
|
58.00
|
|
67.37
|
|
|||||
2020
|
Basis Swaps
|
(1)
|
15,000
|
(5.01
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(1)
|
We entered into crude oil basis swap contracts to establish a fixed amount for the differential between pricing in Midland, Texas, and Cushing, Oklahoma. The weighted average differential represents the amount of reduction to Cushing, Oklahoma prices for the notional volumes covered by the basis swap contracts.
|
|
|
|
|
Swaps
|
|
Collars
|
||||||||||||||
Settlement Period
|
Type of Contract
|
Index
|
MMBtu Per Day
|
Weighted Average Differential
|
Weighted Average Fixed Price
|
|
Weighted Average Short Put Price
|
Weighted Average Floor Price
|
Weighted Average Ceiling Price
|
|||||||||||
2019
|
Three-Way Collars
|
NYMEX HH
|
104,000
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
2.25
|
|
$
|
2.65
|
|
$
|
2.95
|
|
2019
|
Swaps
|
NYMEX HH
|
46,000
|
|
—
|
|
3.00
|
|
|
—
|
|
—
|
|
—
|
|
|||||
2019
|
Basis Swaps
|
CIG (1)
|
113,500
|
|
(0.65
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||||
2019
|
Basis Swaps
|
WAHA (1)
|
15,000
|
|
(1.44
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||||
2020
|
Basis Swaps
|
CIG (1)
|
44,000
|
|
(0.62
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||||
2020
|
Basis Swaps
|
WAHA (1)
|
17,000
|
|
(0.75
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(1)
|
We entered into natural gas basis swap contracts to establish a fixed amount for the differential between the noted index pricing and NYMEX Henry Hub. The weighted average differential represents the amount of reduction to NYMEX Henry Hub prices for the notional volumes covered by the basis swap contracts.
|
|
Asset Derivative Instruments
|
|
Liability Derivative Instruments
|
||||||||||||||
(millions)
|
Balance Sheet Location
|
March 31, 2019
|
|
December 31, 2018
|
|
Balance Sheet Location
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
Commodity Derivative Instruments
|
Other Current Assets
|
$
|
9
|
|
|
$
|
180
|
|
|
Other Current Liabilities
|
$
|
63
|
|
|
$
|
1
|
|
|
Other Noncurrent Assets
|
1
|
|
|
—
|
|
|
Other Noncurrent Liabilities
|
20
|
|
|
26
|
|
||||
|
Total
|
$
|
10
|
|
|
$
|
180
|
|
|
|
$
|
83
|
|
|
$
|
27
|
|
|
Three Months Ended March 31,
|
||||||
(millions)
|
2019
|
|
2018
|
||||
Cash (Received) Paid in Settlement of Commodity Derivative Instruments
|
|
|
|
||||
Crude Oil
|
$
|
(9
|
)
|
|
$
|
30
|
|
Natural Gas
|
(5
|
)
|
|
(2
|
)
|
||
Total Cash (Received) Paid in Settlement of Commodity Derivative Instruments
|
$
|
(14
|
)
|
|
$
|
28
|
|
Non-cash Portion of Loss on Commodity Derivative Instruments
|
|
|
|
||||
Crude Oil
|
$
|
223
|
|
|
$
|
50
|
|
Natural Gas
|
3
|
|
|
1
|
|
||
Total Non-cash Portion of Loss on Commodity Derivative Instruments
|
$
|
226
|
|
|
$
|
51
|
|
Loss (Gain) on Commodity Derivative Instruments
|
|
|
|
||||
Crude Oil
|
$
|
214
|
|
|
$
|
80
|
|
Natural Gas
|
(2
|
)
|
|
(1
|
)
|
||
Total Loss on Commodity Derivative Instruments
|
$
|
212
|
|
|
$
|
79
|
|
|
Fair Value Measurements Using
|
|
|
|
|
||||||||||||||
(millions)
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Adjustment (1)
|
|
Fair Value Measurement
|
||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mutual Fund Investments
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41
|
|
Commodity Derivative Instruments
|
—
|
|
|
23
|
|
|
—
|
|
|
(13
|
)
|
|
10
|
|
|||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity Derivative Instruments
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
13
|
|
|
(83
|
)
|
|||||
Portion of Deferred Compensation Liability Measured at Fair Value
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|||||
Stock Based Compensation Liability Measured at Fair Value
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mutual Fund Investments
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38
|
|
Commodity Derivative Instruments
|
—
|
|
|
187
|
|
|
—
|
|
|
(7
|
)
|
|
180
|
|
|||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity Derivative Instruments
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
7
|
|
|
(27
|
)
|
|||||
Portion of Deferred Compensation Liability Measured at Fair Value
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|||||
Stock Based Compensation Liability Measured at Fair Value
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
(1)
|
Amount represents the impact of netting provisions within our master agreements allowing us to net cash settled asset and liability positions with the same counterparty.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
(millions)
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Long-Term Debt (1)
|
$
|
6,622
|
|
|
$
|
6,841
|
|
|
$
|
6,452
|
|
|
$
|
6,121
|
|
(1)
|
Excludes unamortized discount, debt issuance costs and finance lease obligations. See Note 8. Leases.
|
|
Three Months Ended March 31,
|
||||||
(millions, except per share amounts)
|
2019
|
|
2018
|
||||
Net (Loss) Income and Comprehensive (Loss) Income Attributable to Noble Energy
|
$
|
(313
|
)
|
|
$
|
554
|
|
Weighted Average Number of Shares Outstanding, Basic (1)
|
478
|
|
|
487
|
|
||
Incremental Shares from Assumed Conversion of Dilutive Stock Options, Restricted Stock, and Shares of Common Stock in Rabbi Trust
|
—
|
|
|
1
|
|
||
Weighted Average Number of Shares Outstanding, Diluted
|
478
|
|
|
488
|
|
||
(Loss) Income Per Share, Basic
|
$
|
(0.65
|
)
|
|
$
|
1.14
|
|
(Loss) Income Per Share, Diluted
|
$
|
(0.65
|
)
|
|
$
|
1.14
|
|
Number of Antidilutive Stock Options, Shares of Restricted Stock, and Shares of Common Stock in Rabbi Trust Excluded from Calculation Above
|
15
|
|
|
16
|
|
(1)
|
Decrease in weighted average number of shares outstanding reflects the impact of Noble Energy common stock repurchased in 2018 pursuant to our $750 million share repurchase program.
|
•
|
•
|
•
|
•
|
•
|
•
|
Location
|
Average Rigs Operated
|
|
Wells Drilled and Completed
|
|
Wells Brought Online
|
|
Average Sales Volumes
(MBoe/d)
|
DJ Basin
|
2
|
|
29
|
|
21
|
|
144
|
Delaware Basin
|
4
|
|
20
|
|
9
|
|
59
|
Eagle Ford Shale
|
—
|
|
7
|
|
7
|
|
50
|
Total
|
6
|
|
56
|
|
37
|
|
253
|
•
|
total average consolidated sales volumes of 332 MBoe/d, net;
|
•
|
average daily sales volumes of 113 MBbl/d, net, for US crude oil; and
|
•
|
average daily sales volumes of 1.1 Bcfe/d, gross, for offshore Israel natural gas, primarily from the Tamar field.
|
•
|
net loss on commodity derivative instruments of $212 million (which is net of cash settlement receipts of $14 million), as compared with a net loss of $79 million for first quarter 2018;
|
•
|
pre-tax loss of $168 million, as compared with pre-tax income of $485 million for first quarter 2018; and
|
•
|
capital expenditures, excluding acquisitions, of $648 million, as compared with $667 million for first quarter 2018.
|
|
Three Months Ended March 31,
|
||||||
(millions)
|
2019
|
|
2018
|
||||
Oil, NGL and Gas Sales to Third Parties
|
$
|
937
|
|
|
$
|
1,173
|
|
Sales of Purchased Oil and Gas
|
14
|
|
|
—
|
|
||
Income from Equity Method Investees
|
15
|
|
|
35
|
|
||
Total Revenues
|
966
|
|
|
1,208
|
|
||
Production Expense
|
351
|
|
|
353
|
|
||
Exploration Expense
|
24
|
|
|
35
|
|
||
Depreciation, Depletion and Amortization
|
475
|
|
|
443
|
|
||
Gain on Divestitures, Net
|
—
|
|
|
(392
|
)
|
||
Asset Impairments
|
—
|
|
|
168
|
|
||
Cost of Purchased Oil and Gas
|
14
|
|
|
—
|
|
||
Loss on Commodity Derivative Instruments
|
212
|
|
|
79
|
|
||
(Loss) Income Before Income Taxes
|
$
|
(168
|
)
|
|
$
|
485
|
|
|
Average Sales Volumes (1)
|
|
Average Realized Sales Prices (1)
|
||||||||||||||||||||
|
Crude Oil & Condensate
(MBbl/d)
|
|
NGLs
(MBbl/d)
|
|
Natural Gas
(MMcf/d)
|
|
Total
(MBoe/d)
|
|
Crude Oil & Condensate
(Per Bbl)
|
|
NGLs
(Per Bbl)
|
|
Natural Gas
(Per Mcf)
|
||||||||||
Three Months Ended March 31, 2019
|
|||||||||||||||||||||||
United States
|
113
|
|
|
59
|
|
|
483
|
|
|
253
|
|
|
$
|
53.46
|
|
|
$
|
17.86
|
|
|
$
|
2.49
|
|
Eastern Mediterranean
|
—
|
|
|
—
|
|
|
233
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
5.57
|
|
|||
West Africa (2)
|
12
|
|
|
—
|
|
|
168
|
|
|
40
|
|
|
61.01
|
|
|
—
|
|
|
0.27
|
|
|||
Total Consolidated Operations (3)
|
126
|
|
|
59
|
|
|
884
|
|
|
332
|
|
|
54.19
|
|
|
17.86
|
|
|
2.88
|
|
|||
Equity Investees (4)
|
1
|
|
|
4
|
|
|
—
|
|
|
5
|
|
|
53.01
|
|
|
36.81
|
|
|
—
|
|
|||
Total (3)
|
127
|
|
|
63
|
|
|
884
|
|
|
337
|
|
|
$
|
54.18
|
|
|
$
|
19.09
|
|
|
$
|
2.88
|
|
Three Months Ended March 31, 2018
|
|||||||||||||||||||||||
United States (5)
|
122
|
|
|
64
|
|
|
504
|
|
|
270
|
|
|
$
|
61.95
|
|
|
$
|
25.53
|
|
|
$
|
2.63
|
|
Eastern Mediterranean
|
—
|
|
|
—
|
|
|
261
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
5.48
|
|
|||
West Africa (2)
|
15
|
|
|
—
|
|
|
206
|
|
|
49
|
|
|
68.14
|
|
|
—
|
|
|
0.27
|
|
|||
Total Consolidated Operations
|
137
|
|
|
64
|
|
|
971
|
|
|
363
|
|
|
62.60
|
|
|
25.53
|
|
|
2.90
|
|
|||
Equity Investees (4)
|
2
|
|
|
5
|
|
|
—
|
|
|
7
|
|
|
66.08
|
|
|
39.90
|
|
|
—
|
|
|||
Total
|
139
|
|
|
69
|
|
|
971
|
|
|
370
|
|
|
$
|
62.64
|
|
|
$
|
26.62
|
|
|
$
|
2.90
|
|
(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 prices for a barrel of crude oil equivalent for US natural gas and NGLs are significantly less than the price for a barrel of crude oil. In Israel, we sell natural gas under contracts where the majority of the price is fixed, resulting in less commodity price disparity between reporting periods.
|
(2)
|
Natural gas from the Alba field is sold 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.
|
(3)
|
Total includes a small amount of condensate sales from the offshore Israel assets.
|
(4)
|
Volumes represent sales of condensate and LPG from the LPG plant in Equatorial Guinea. See Income from Equity Method Investees.
|
(5)
|
Includes 24 MBoe/d related to Gulf of Mexico assets sold in second quarter 2018. See Item 1. Financial Statements – Note 4. Acquisitions and Divestitures.
|
(millions)
|
Crude Oil & Condensate
|
|
NGLs
|
|
Natural Gas
|
|
Total
|
||||||||
Three Months Ended March 31, 2018
|
$
|
773
|
|
|
$
|
146
|
|
|
$
|
254
|
|
|
$
|
1,173
|
|
Changes due to
|
|
|
|
|
|
|
|
||||||||
Decrease in Sales Volumes
|
(77
|
)
|
|
(7
|
)
|
|
(27
|
)
|
|
(111
|
)
|
||||
(Decrease) Increase in Sales Prices (1)
|
(84
|
)
|
|
(43
|
)
|
|
2
|
|
|
(125
|
)
|
||||
Three Months Ended March 31, 2019
|
$
|
612
|
|
|
$
|
96
|
|
|
$
|
229
|
|
|
$
|
937
|
|
(1)
|
Changes exclude gains and losses related to commodity derivative instruments. See Item 1. Financial Statements – Note 12. Derivative Instruments and Hedging Activities.
|
•
|
decrease of 12% in average realized prices (see Executive Overview – Operational Environment Update – Commodity Prices);
|
•
|
reduction of 19 MBbl/d due to the sale of our Gulf of Mexico assets in second quarter 2018; and
|
•
|
lower West Africa sales volumes of 3 MBbl/d due to timing of liftings and natural field decline;
|
•
|
higher US onshore sales volumes of 10 MBbl/d primarily due to an increase in development activity in the Delaware and DJ Basins.
|
•
|
decrease of 30% in average realized prices (see Executive Overview – Operational Environment Update – Commodity Prices); and
|
•
|
lower Eagle Ford Shale sales volumes of 15 MBbl/d due to reduced activity and natural field decline;
|
•
|
higher sales volumes in the DJ and Delaware Basins of 12 MBbl/d due to an increase in development activities.
|
•
|
lower Eagle Ford Shale sales volumes of 80 MMcf/d due to reduced activity and natural field decline;
|
•
|
lower Alba field sales volumes of 38 MMcf/d due to natural field decline and planned maintenance at the onshore facilities, which required field shut-in for a portion of the period;
|
•
|
lower Israel sales volumes of 28 MMcf/d primarily due to the sale of a 7.5% interest in the Tamar field in March 2018;
|
•
|
reduction of 22 MMcf/d resulting from the sale of the Gulf of Mexico assets; and
|
•
|
continued oversupply and reduced take away capacity in the Delaware Basin, resulting in high differentials which depressed our sales prices for the area (see Executive Overview – Operational Environment Update – Commodity Prices);
|
•
|
higher sales volumes in the DJ and Delaware Basins of 81 MMcf/d due to an increase in development activities.
|
(millions, except unit rate)
|
Total per BOE (1)(2)
|
|
Total
|
|
United States (2)
|
|
Eastern Mediterranean
|
|
West Africa
|
||||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease Operating Expense (3)
|
$
|
5.32
|
|
|
$
|
159
|
|
|
$
|
125
|
|
|
$
|
10
|
|
|
$
|
24
|
|
Production and Ad Valorem Taxes
|
1.57
|
|
|
47
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|||||
Gathering, Transportation and Processing
|
4.75
|
|
|
142
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|||||
Other Royalty Expense
|
0.10
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||||
Total Production Expense
|
$
|
11.74
|
|
|
$
|
351
|
|
|
$
|
317
|
|
|
$
|
10
|
|
|
$
|
24
|
|
Total Production Expense per BOE
|
|
|
$
|
11.74
|
|
|
$
|
13.91
|
|
|
$
|
2.84
|
|
|
$
|
6.67
|
|
||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease Operating Expense (3)
|
$
|
4.75
|
|
|
$
|
155
|
|
|
$
|
126
|
|
|
$
|
7
|
|
|
$
|
22
|
|
Production and Ad Valorem Taxes
|
1.62
|
|
|
53
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|||||
Gathering, Transportation and Processing
|
3.92
|
|
|
128
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|||||
Other Royalty Expense
|
0.52
|
|
|
17
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|||||
Total Production Expense
|
$
|
10.81
|
|
|
$
|
353
|
|
|
$
|
324
|
|
|
$
|
7
|
|
|
$
|
22
|
|
Total Production Expense per BOE
|
|
|
$
|
10.81
|
|
|
$
|
13.31
|
|
|
$
|
1.79
|
|
|
$
|
5.01
|
|
(1)
|
Consolidated unit rates exclude sales volumes and expenses attributable to equity method investees.
|
(2)
|
US production expense includes charges from our midstream operations that are eliminated on a consolidated basis.
|
(3)
|
Lease operating expense includes oil and gas operating costs (labor, fuel, repairs, replacements, saltwater disposal and other related lifting costs) and workover expense.
|
•
|
decrease of $25 million in lease operating expense and $6 million in gathering, transportation and processing (GTP) expense due to the sale of our Gulf of Mexico assets;
|
•
|
decrease in US production and ad valorem taxes and other royalty expense due to lower commodity prices;
|
•
|
increase of $24 million in lease operating expense and $20 million in GTP expense, primarily due to increased development activities resulting in added production in our DJ and Delaware Basins; and
|
•
|
increase in West Africa lease operating expense due to timing of planned maintenance activities.
|
(millions, except unit rate)
|
Total
|
|
United States
|
|
Eastern Mediterranean
|
|
West Africa
|
||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
||||||||
DD&A Expense
|
$
|
475
|
|
|
$
|
439
|
|
|
$
|
16
|
|
|
$
|
20
|
|
Unit Rate per BOE (1)
|
$
|
15.89
|
|
|
$
|
19.27
|
|
|
$
|
4.55
|
|
|
$
|
5.56
|
|
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
||||||||
DD&A Expense
|
$
|
443
|
|
|
$
|
404
|
|
|
$
|
13
|
|
|
$
|
26
|
|
Unit Rate per BOE (1)
|
$
|
13.57
|
|
|
$
|
16.60
|
|
|
$
|
3.32
|
|
|
$
|
5.92
|
|
(1)
|
Consolidated unit rates exclude sales volumes and expenses attributable to equity method investees.
|
•
|
higher sales volumes in the DJ and Delaware Basins due to recent development activities; and
|
•
|
increase in Eastern Mediterranean due to the impact of the sale of our 7.5% interest in Tamar;
|
•
|
decrease of $27 million resulting from the sale of our Gulf of Mexico assets in second quarter 2018; and
|
•
|
decrease in West Africa due to reduced sales volumes as noted above.
|
•
|
net cash settlement receipts of $14 million; and
|
•
|
net non-cash decrease of $226 million in the fair value of our net commodity derivative liability, primarily driven by changes in the forward commodity price curve for both crude oil and natural gas.
|
•
|
net cash settlement payments of $28 million; and
|
•
|
net non-cash increase of $51 million in the fair value of our net commodity derivative liability, primarily driven by changes in the forward commodity price curves for both crude oil and natural gas.
|
•
|
total revenues of $165 million, as compared with $128 million for first quarter 2018;
|
•
|
pre-tax income of $73 million, as compared with pre-tax income of $247 million for first quarter 2018;
|
•
|
capital expenditures, excluding acquisitions, of $66 million, as compared with $253 million for first quarter 2018; and
|
•
|
investments in equity method investees of $271 million, primarily related to investments in EPIC Y-Grade and EPIC Crude Holdings, as compared with zero for first quarter 2018.
|
|
Three Months Ended March 31,
|
||||||
(millions)
|
2019
|
|
2018
|
||||
Midstream Services Revenues – Third Party
|
$
|
24
|
|
|
$
|
13
|
|
Sales of Purchased Oil
|
33
|
|
|
22
|
|
||
Income from Equity Method Investees
|
2
|
|
|
12
|
|
||
Intersegment Revenues
|
106
|
|
|
81
|
|
||
Total Revenues
|
165
|
|
|
128
|
|
||
Operating Costs and Expenses
|
36
|
|
|
39
|
|
||
Depreciation, Depletion and Amortization
|
25
|
|
|
17
|
|
||
Gain on Divestitures, Net
|
—
|
|
|
(196
|
)
|
||
Cost of Purchased Oil
|
31
|
|
|
21
|
|
||
Total Expense (Income)
|
92
|
|
|
(119
|
)
|
||
Income Before Income Taxes
|
$
|
73
|
|
|
$
|
247
|
|
|
Three Months Ended March 31,
|
||||||
(millions)
|
2019
|
|
2018
|
||||
Sales of Purchased Gas (1)
|
$
|
27
|
|
|
$
|
31
|
|
Cost of Purchased Gas (1)
|
42
|
|
|
36
|
|
||
Firm Transportation Exit Cost (2)
|
92
|
|
|
—
|
|
(1)
|
Relates to third party mitigation activities which we engage in to utilize a portion of our Marcellus Shale firm commitment.
|
(2)
|
Represents exit costs related to future commitments to a third party resulting from a permanent pipeline capacity assignment. See Item 1. Financial Statements – Note 9. Exit Cost – Transportation Commitments.
|
|
Three Months Ended March 31,
|
||||||
(millions, except unit rate)
|
2019
|
|
2018
|
||||
G&A Expense
|
$
|
102
|
|
|
$
|
104
|
|
Unit Rate per BOE (1)
|
$
|
3.41
|
|
|
$
|
3.18
|
|
(1)
|
Consolidated unit rates exclude sales volumes and expenses attributable to equity method investees.
|
|
Three Months Ended March 31,
|
||||||
(millions, except unit rate)
|
2019
|
|
2018
|
||||
Interest Expense, Gross
|
$
|
87
|
|
|
$
|
90
|
|
Capitalized Interest
|
(21
|
)
|
|
(17
|
)
|
||
Interest Expense, Net
|
$
|
66
|
|
|
$
|
73
|
|
Unit Rate per BOE (1)
|
$
|
2.21
|
|
|
$
|
2.24
|
|
(1)
|
Consolidated unit rates exclude sales volumes and expenses attributable to equity method investees.
|
•
|
established a $4.0 billion commercial paper program, supported by Noble Energy’s Revolving Credit Facility; and
|
•
|
secured the $200 million GIP preferred equity commitment for Noble Midstream Partners, with $100 million funded during the quarter.
|
(millions, except percentages)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Total Cash (1)
|
$
|
530
|
|
|
$
|
719
|
|
Amount Available to be Borrowed Under Revolving Credit Facility (2)
|
4,000
|
|
|
4,000
|
|
||
Total Liquidity
|
$
|
4,530
|
|
|
$
|
4,719
|
|
Total Debt (3)
|
$
|
6,837
|
|
|
$
|
6,675
|
|
Noble Energy Share of Equity
|
9,071
|
|
|
9,426
|
|
||
Ratio of Debt-to-Book Capital (4)
|
43
|
%
|
|
41
|
%
|
(1)
|
As of March 31, 2019, total cash includes cash and cash equivalents of $10 million related to Noble Midstream Partners and $2 million of restricted cash. As of December 31, 2018, total cash includes cash and cash equivalents of $11 million related to Noble Midstream Partners and $3 million of restricted cash.
|
(2)
|
Excludes amounts available to be borrowed under the Noble Midstream Services Revolving Credit Facility, which is not available to Noble Energy for general corporate purposes.
|
(3)
|
Total debt includes long-term finance lease obligations and excludes unamortized debt discount/premium and debt issuance costs. Additionally, it includes Noble Midstream Partners' debt of $730 million and $560 million as of March 31, 2019 and December 31, 2018, respectively. See Item 1. Financial Statements – Note 7. Debt.
|
(4)
|
We define our ratio of debt-to-book capital as total debt (long-term debt excluding unamortized discount/premium and issuance costs, the current portion of long-term debt and short-term borrowings) divided by the sum of total debt plus Noble Energy's share of equity.
|
|
Three Months Ended March 31,
|
||||||
(millions)
|
2019
|
|
2018
|
||||
Operating Activities
|
$
|
528
|
|
|
$
|
583
|
|
Investing Activities
|
(911
|
)
|
|
(572
|
)
|
||
Financing Activities
|
194
|
|
|
298
|
|
||
(Decrease) Increase in Cash, Cash Equivalents and Restricted Cash
|
$
|
(189
|
)
|
|
$
|
309
|
|
|
Three Months Ended March 31,
|
||||||
(millions)
|
2019
|
|
2018
|
||||
Unproved Property Acquisition (1)
|
$
|
35
|
|
|
$
|
4
|
|
Proved Property Acquisition (1)
|
4
|
|
|
—
|
|
||
Exploration and Development
|
628
|
|
|
652
|
|
||
Midstream (2)
|
66
|
|
|
459
|
|
||
Corporate and Other
|
18
|
|
|
11
|
|
||
Total
|
$
|
751
|
|
|
$
|
1,126
|
|
Other
|
|
|
|
||||
Investment in Equity Method Investees (3)
|
$
|
271
|
|
|
$
|
—
|
|
Increase in Finance Lease Obligations
|
2
|
|
|
—
|
|
(1)
|
Costs for first quarter 2019 relate to US onshore leasehold activity.
|
(2)
|
Midstream expenditures for first quarter 2018 include $206 million related to the Saddle Butte Acquisition.
|
(3)
|
Costs include primarily Noble Midstream Partners' $227 million investment in EPIC Y-Grade and EPIC Crude Holdings and $38 million investment in Delaware Crossing. See Item 1. Financial Statements – Note 4. Acquisitions and Divestitures.
|
•
|
our growth strategies;
|
•
|
our future results of operations;
|
•
|
our liquidity and ability to finance our exploration and development activities;
|
•
|
our ability to successfully and economically explore for and develop crude oil, NGL and natural gas resources;
|
•
|
anticipated trends in our business;
|
•
|
market conditions in the oil and gas industry;
|
•
|
the impact of governmental regulation, including US federal, state, local, and foreign host government tax regulations, fiscal policies and terms, as well as that involving the protection of the environment or marketing of production and other regulations;
|
•
|
our ability to make and integrate acquisitions or execute divestitures; 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 (2)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
|
|
|
|
|
|
|
(millions)
|
||||||
1/1/2019 - 1/31/2019
|
933
|
|
|
$
|
20.68
|
|
|
—
|
|
|
|
||
2/1/2019 - 2/28/2019
|
217,821
|
|
|
22.54
|
|
|
—
|
|
|
|
|||
3/1/2019 - 3/31/2019
|
902
|
|
|
24.65
|
|
|
—
|
|
|
|
|||
Total
|
219,656
|
|
|
$
|
22.54
|
|
|
—
|
|
|
$
|
455
|
|
(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.
|
(2)
|
During first quarter 2019, we did not repurchase shares under the $750 million share repurchase program, authorized by the Board of Directors, which expires December 31, 2020.
|
|
||
Exhibit Number
|
|
Exhibit*
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
10.3*
|
|
|
|
|
|
10.4*
|
|
|
|
|
|
10.5*
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date
|
|
May 3, 2019
|
|
By: /s/ Kenneth M. Fisher
|
|
|
|
|
Kenneth M. Fisher
Executive Vice President, Chief Financial Officer
|
Participant Name:
|
|
Number of Restricted
Shares Awarded:
|
|
Award Date:
|
|
Vesting Schedule:
|
The Restricted Shares will be subject to a restricted period (the “Restricted Period”) that will commence on the Award Date and end on the third anniversary of the Award Date. During the Restricted Period, the Restricted Shares will be subject to the restrictions described in the Agreement, provided, however, that the restrictions will be removed as to:
|
(i)
|
one third (1/3) of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) on the first anniversary of the Award Date, provided Participant is in the continuous employ or service of Noble Energy, Inc. (“Noble”) or an Affiliate until such date;
|
(ii)
|
one third (1/3) of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) on the second anniversary of the Award Date, provided Participant is in the continuous employ or service of Noble or an Affiliate until such date; and
|
(iii)
|
the remaining Restricted Shares on the third anniversary of the Award Date, provided Participant is in the continuous employ or service of Noble or an Affiliate until such date.
|
NOBLE ENERGY, INC.
|
|
David L. Stover
Chairman and Chief Executive Office
|
Participant Name: |
|
Number of Option Shares Granted: |
|
Type of Option:
|
Nonqualified Stock Option
|
Grant Date:
|
|
Exercise Price Per Share:
|
$
|
Vesting Schedule:
|
The Option will vest over a period of time and shares of Common Stock subject to the Option will become purchasable in installments in accordance with the following schedule:
|
(i)
|
one third (1/3) of such shares (if a fractional number, then the next lower whole number) will become purchasable on the first anniversary of the Grant Date;
|
(ii)
|
one third (1/3) of such shares (if a fractional number, then the next lower whole number) will become purchasable on the second anniversary of the Grant Date; and
|
(iii)
|
the remaining shares will become purchasable on the third anniversary of the Grant Date.
|
NOBLE ENERGY, INC.
|
|
David L. Stover Chairman and Chief Executive Office |
Participant Name: |
|
Number of Restricted
Shares Awarded:
|
|
Award Date: |
|
Vesting Schedule:
|
The Restricted Shares will be subject to a restricted period (the “Restricted Period”) that will commence on the Award Date and end on the third anniversary of the Award Date. During the Restricted Period, the Restricted Shares will be subject to the restrictions described in the Agreement, provided, however, that the restrictions will be removed as to:
|
(i)
|
100% of the Restricted Shares on the third anniversary of the Award Date, provided Participant is in the continuous employ or service of Noble or an Affiliate until such date.
|
NOBLE ENERGY, INC.
|
|
David L. Stover Chairman and Chief Executive Office |
Participant Name: |
|
Number of Restricted Shares Awarded: |
|
Award Date: |
|
Vesting Schedule:
|
The Restricted Shares will be subject to a restricted period (the “Restricted Period”) that will commence on the Award Date and end on the third anniversary of the Award Date. During the Restricted Period, the Restricted Shares will be subject to the restrictions described in the Agreement, provided, however, that the restrictions will be removed as to:
|
(i)
|
20% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) on the first anniversary of the Award Date, provided Participant is in the continuous employ or service of Noble Energy, Inc. (“Noble”) or an Affiliate until such date;
|
(ii)
|
30% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) on the second anniversary of the Award Date, provided Participant is in the continuous employ or service of Noble or an Affiliate until such date; and
|
(iii)
|
the remaining Restricted Shares on the third anniversary of the Award Date, provided Participant is in the continuous employ or service of Noble or an Affiliate until such date.
|
NOBLE ENERGY, INC.
|
|
David L. Stover Chairman and Chief Executive Office |
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:
|
May 3, 2019
|
|
|
|
|
|
|
/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:
|
May 3, 2019
|
|
|
|
|
|
|
/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:
|
May 3, 2019
|
|
/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:
|
May 3, 2019
|
|
/s/ Kenneth M. Fisher
|
|
|
|
Kenneth M. Fisher
|
|
|
|
Chief Financial Officer
|