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
 
 
 
 
 10-Q
 
 ☒
 
 
 March 31, 2020
 
 
 ☐
 
 
 
 
 001-07964
 
 NOBLE ENERGY, INC.
 
 Delaware73-0785597(State or other jurisdiction of incorporation or organization)(I.R.S. employer identification number)1001 Noble Energy WayHouston,Texas77070(Address of principal executive offices)(Zip Code)(281)872-3100(Registrant’s telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.01 par valueNBLThe Nasdaq Stock Market LLC(NASDAQ Global Select Market)
 
 
 Yes
 
 Yes
 
 
 Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐
 
 
 
 ☐
 479,698,676
 
 
  
 
 
 
 Part I.Financial Information3Item 1.Financial Statements3Consolidated Statements of Operations and Comprehensive Loss3Consolidated Balance Sheets4Consolidated Statements of Cash Flows5Consolidated Statements of Shareholders' Equity6Notes to Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item 3.Quantitative and Qualitative Disclosures About Market Risk34Item 4.Controls and Procedures35Part II.Other Information35Item 1.Legal Proceedings35Item 1A.Risk Factors35Item 2.Unregistered Sales of Equity Securities and Use of Proceeds37Item 3.Defaults Upon Senior Securities37Item 4.Mine Safety Disclosures37Item 5.Other Information37Item 6.Exhibits38Signatures39
 
 
 
  
 Table of Contents
 
 
 
 
 
 
 
 
 Three Months Ended March 31,20202019RevenuesOil, NGL and Gas Sales$894$937Sales of Purchased Oil and Gas12574Other Revenue141Total1,0201,052Costs and ExpensesProduction Expense276305Exploration Expense1,50424Depreciation, Depletion and Amortization492508General and Administrative85102Cost of Purchased Oil and Gas13987Asset Impairments2,703—Goodwill Impairment110—Other Operating Expense, Net44117Total5,3531,143Operating Expense(4,333)(91)Other (Income) Expense(Gain) Loss on Commodity Derivative Instruments(389)212Interest, Net of Amount Capitalized8166Other Non-Operating (Income) Expense , Net(7)4Total(315)282Loss Before Income Taxes(4,018)(373)Income Tax Benefit(11)(84)Net Loss and Comprehensive Loss Including Noncontrolling Interests(4,007)(289)Less: Net (Loss) Income and Comprehensive (Loss) Income Attributable to Noncontrolling Interests(44)24Net Loss and Comprehensive Loss Attributable to Noble Energy$(3,963)$(313)Net Loss Attributable to Noble Energy Common Shareholders per ShareBasic and Diluted$(8.27)$(0.65)Weighted Average Number of Common Shares OutstandingBasic and Diluted479478
 
 
 
 
  
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 March 31, 2020December 31, 2019ASSETSCurrent AssetsCash and Cash Equivalents$1,397$484Accounts Receivable, Net562730Other Current Assets353148Total Current Assets2,3121,362Property, Plant and EquipmentOil and Gas Properties (Successful Efforts Method of Accounting)30,82430,404Property, Plant and Equipment, Other1,0871,083Total Property, Plant and Equipment, Gross31,91131,487Accumulated Depreciation, Depletion and Amortization(18,690)(14,036)Total Property, Plant and Equipment, Net13,22117,451Other Noncurrent Assets1,9251,834Total Assets$17,458$20,647LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITYCurrent LiabilitiesAccounts Payable – Trade$1,099$1,250Other Current Liabilities651719Total Current Liabilities1,7501,969Long-Term Debt8,6327,477Deferred Income Taxes615662Other Noncurrent Liabilities1,3061,378Total Liabilities12,30311,486Commitments and ContingenciesMezzanine EquityRedeemable Noncontrolling Interest, Net109106Shareholders’ EquityPreferred 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; 524 Million and 522 Million Shares Issued, respectively55Additional Paid in Capital8,9428,927Accumulated Other Comprehensive Loss(30)(31)Treasury Stock, at Cost; 39 Million Shares(740)(732)(Accumulated Deficit) Retained Earnings(3,780)241Noble Energy Share of Equity4,3978,410Noncontrolling Interests649645Total Shareholders' Equity5,0469,055Total Liabilities, Mezzanine Equity and Shareholders' Equity$17,458$20,647
 
 
 
 
  
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 Three Months Ended March 31,20202019Cash Flows From Operating ActivitiesNet Loss Including Noncontrolling Interests$(4,007)$(289)Adjustments to Reconcile Net Loss to Net Cash Provided by Operating ActivitiesLeasehold Impairment1,485—Depreciation, Depletion and Amortization492508Deferred Income Tax Benefit(48)(100)(Gain) Loss on Commodity Derivative Instruments(389)212Net Cash Received in Settlement of Commodity Derivative Instruments20814Asset Impairments2,703—Goodwill Impairment110—Firm Transportation Exit Cost—92Other Adjustments for Noncash Items Included in Income8228Changes in Operating Assets and LiabilitiesDecrease in Accounts Receivable909(Decrease) Increase in Accounts Payable(48)106Other Current Assets and Liabilities, Net(122)(7)Other Operating Assets and Liabilities, Net(74)(45)Net Cash Provided by Operating Activities482528Cash Flows From Investing ActivitiesAdditions to Property, Plant and Equipment(479)(763)Additions to Equity Method Investments(226)(271)Proceeds from Divestitures, Net17123Other(8)—Net Cash Used in Investing Activities(696)(911)Cash Flows From Financing ActivitiesProceeds from Revolving Credit Facility1,12050Repayment of Revolving Credit Facility(120)(50)Proceeds from Noble Midstream Services Revolving Credit Facility260345Repayment of Noble Midstream Services Revolving Credit Facility(105)(175)Dividends Paid, Common Stock(58)(53)Contributions from Noncontrolling Interest Owners7810Proceeds from Issuance of Mezzanine Equity, Net of Offering Costs—99Other(48)(32)Net Cash Provided by Financing Activities1,127194Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash913(189)Cash, Cash Equivalents, and Restricted Cash at Beginning of Period484719Cash, Cash Equivalents, and Restricted Cash at End of Period$1,397$530
 
 
 
 
  
 Table of Contents
 
 
 
 
 
 Attributable to Noble EnergyCommon StockAdditional Paid in CapitalAccumulated Other Comprehensive LossTreasury Stock at Cost(Accumulated Deficit) Retained EarningsNon-controlling InterestsTotal EquityDecember 31, 2019$5$8,927$(31)$(732)$241$645$9,055Net Loss————(3,963)(44)(4,007)Stock-based Compensation—17————17Dividends (12 cents per share)————(58)—(58)Distributions to Noncontrolling Interest Owners—————(29)(29)Contributions from Noncontrolling Interest Owners—————7878Other—(2)1(8)—(1)(10)March 31, 2020$5$8,942$(30)$(740)$(3,780)$649$5,046December 31, 2018$5$8,203$(32)$(730)$1,980$1,058$10,484Net (Loss) Income————(313)24(289)Stock-based Compensation—14————14Dividends (11 cents per share)————(53)—(53)Distributions to Noncontrolling Interest Owners—————(17)(17)Contributions from Noncontrolling Interest Owners—————1010Other—2—(5)—(3)(6)March 31, 2019$5$8,219$(32)$(735)$1,614$1,072$10,143
 
 
 
 
 
  
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 Note1. Organization and Nature of OperationsNoble Energy, Inc. (Noble Energy, we or us) is a leading independent energy company engaged in worldwide crude oil and natural gas exploration and production. Our historical operating areas include: US onshore, primarily the Denver-Julesburg (DJ) Basin, Delaware Basin and Eagle Ford Shale; Eastern Mediterranean; and West Africa. Our Midstream segment develops, owns and operates domestic midstream infrastructure assets, as well as invests in other midstream projects, with current focus areas being the DJ and Delaware Basins. 
 Note2. Basis of PresentationPresentationThe accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the US (US GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. The accompanying consolidated financial statements atMarch 31, 2020andDecember 31, 2019and for thethree months ended March 31, 2020and2019contain all normally recurring adjustments  considered necessary for a fair presentation of our financial position, results of operations, cash flows and equity for such periods. Certain prior-period amounts have been reclassified to conform to the current period presentation. For the periods presented, net income or loss is materially consistent with comprehensive income or loss.Operating results for thethree months ended March 31, 2020are not necessarily indicative of the results that may be expected for the year endingDecember 31, 2020.These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year endedDecember 31, 2019.ConsolidationOur consolidated financial statements include our accounts, the accounts of subsidiaries which Noble Energy wholly owns, and the accounts of Noble Midstream Partners LP (Noble Midstream Partners). Noble Energy has determined that the partners with equity at risk in Noble Midstream Partners lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact Noble Midstream Partners' economic performance; therefore, Noble Midstream Partners is considered a variable interest entity. Through Noble Energy's ownership interest in Noble Midstream GP LLC (the General Partner to Noble Midstream Partners), Noble Energy has the authority to direct the activities that most significantly affect economic performance and the obligation to absorb losses or the right to receive benefits that could be potentially significant to Noble Midstream Partners. Therefore, Noble Energy is considered the primary beneficiary and consolidates Noble Midstream Partners.In addition, we use the equity method of accounting for investments in entities that we do not control, but over which we exert significant influence. Amounts recorded within equity method investments, including contributions, include capitalized interest when the primary asset is under construction. All significant intercompany balances and transactions have been eliminated upon consolidation.NoncontrollingInterestsOur consolidated financial statements include both noncontrolling interests and a redeemable noncontrolling interest. The noncontrolling interests represent the public's ownership in Noble Midstream Partners and third-party ownership in Noble Midstream Partners' consolidated non-wholly owned subsidiaries. Net loss attributable to noncontrolling interests for the three months ended March 31, 2020 includes goodwill impairment expense of$72 millionbased upon third party ownership interests in the underlying asset. SeeNote4. Impairments.The redeemable noncontrolling interest represents perpetual preferred equity with a6.5%annual dividend rate. Noble Midstream Partners may redeem the preferred equity in whole or in part at any time for cash at a predetermined redemption price. The preferred equity partner can request redemption at a pre-determined base return on or after March 25, 2025.EstimatesThe preparation of consolidated financial statements in conformity with US GAAP requires us to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment.Thecurrent commodity price, supply and demand environment coupled with the COVID-19 pandemiccontributed significant uncertainty to our estimates this quarter. Actual results could differ significantly from those estimates.ImpairmentsDuring the quarter, we identified certain impairment indicators including the recentsignificant decrease in commodity prices as a result of the COVID-19 pandemic lowering demand for our products, as well as the supply response from the Organization of Petroleum Exporting Countries (OPEC) and non-OPEC producers, factors which have caused us to 
 
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 change our development plans. Due to these impairment indicators, we conducted impairment testing of certain of our assets, as follows:Proved Properties•Asset Recovery TestWe conducted asset recovery testing of our proved properties on a field-by-field basis, inclusive of associated Midstream assets. For each field, we developed estimates of future undiscounted cash flows expected in connection with the property and compared these estimates to the carrying amount of the property. Assumptions used in these estimates includeexpectations for future commodity prices, development and capital spending plans, reservoir performance and production. Additionally, these estimates include certain asset specific assumptions, such as the political and regulatory impacts on future development activity, exploration plans, our geologists' evaluation of the property and the remaining lease term of the property. An impairment is indicated if, as a result of the assessment, an asset's carrying value exceeds its future net undiscounted cash flows.In preparing and reviewing assumptions used in the recovery test, we reassessed our historical methodology and rationale of inputs given the current industry and global environment. We concluded that our historical methodology and inputs were reasonable with the exception of estimating future commodity prices.Historically, management has relied on future undiscounted net cash flows which included five-year strip prices for crude oil and natural gas, with prices subsequent to the fifth year held constant, unless contractual arrangements designated the price to be used. This pricing methodology has been similar to pricing assumptions used in creating management's long-range plans for asset development and capital allocation decisions. However, during first quarter 2020, forward five-year strip prices experienced considerable volatility and limited liquidity in the outer years of the forward strip. As such, we concluded that estimating future commodity prices using only five-year strip pricing would not be representative of expected market prices for certain of the years within our undiscounted cash flow models.As such, absent contractual arrangements designating the price to be used, we aligned our future commodity price estimates used in the recovery test with those utilized in our updated long-range plans for asset development and capital allocation. This pricing reflects our analysis of market supply and demand considerations and industry cost of supply curve.Except for our Delaware Basin proved properties, we determined that the carrying amount of each field was recoverable.•Fair Value DeterminationWe estimated the fair value of our Delaware Basin proved properties using a number of fair value inputs, which are Level 3 on the fair value hierarchy. We utilized a discounted cash flow model, estimating future net cash flows based on our expectations of future crude oil and natural gas production, commodity prices, and operating and development costs and discounted the cash flows using a weighted average cost of capital.As a result of the fair value determination, we concluded that the carrying amount of our Delaware Basin proved properties was impaired and recognized impairment expense for the excess of the carrying value above the fair value of the properties. SeeNote4. Impairments.Unproved PropertiesOur unproved properties consist of leasehold costs and value allocated to probable and possible reserves resulting from acquisitions. During the quarter, we assessed our unproved properties for impairment by considering numerous factors including, but not limited to, current development plans, favorable or unfavorable exploration activity on the property being evaluated and/or adjacent properties, our geologists' evaluation of the property, and the remaining months in the lease term for the property.We determined that the carrying values relating to both our Delaware Basin and Eagle Ford Shale unproved properties were impaired and recognized exploration expense. SeeNote4. Impairments.Other Property, Plant & EquipmentOther property includes lease right-of-use assets such as compressors and buildings, leasehold improvements, automobiles, trucks and other fixed assets. During the quarter, we identified certain impairment indicators with regards to a corporate real estate finance lease. We performed an impairment assessment which indicated the right-of-use asset's carrying value exceeded its future net undiscounted cash flows. As such, we estimated the fair value of the asset, recognizing impairment expense for the excess of the carrying value above the fair value of the right-of-use asset. SeeNote4. Impairments.Equity Method InvestmentsWe consider our equity method investments to be essential components of our business and necessary and integral elements of our value chain in support of our upstream operations. We considered whether any facts or circumstances suggested that our equity method investments were impaired on an other-than-temporary basis and concluded that the carrying values of our equity method investments were not impaired. 
 
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 GoodwillNoble Midstream Partners recorded goodwill upon the acquisition of Saddle Butte Rockies Midstream, LLC and affiliates (collectively Saddle Butte and subsequently renamed Black Diamond). The current commodity price environment and decrease in market capitalization were indicators that the goodwill may be impaired. Noble Midstream Partners performed a qualitative assessment, concluding it was more likely than not that the fair value of the reporting unit was less than its carrying value. Noble Midstream Partners then performed a fair value assessment, taking into account changes in customer development plans. Based on these assessments, Noble Midstream Partners concluded that the goodwill was fully impaired. SeeNote4. Impairments.Deferred TaxesWe record valuation allowances to reduce deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. In first quarter 2020, we changed our US onshore development plans in response tosignificant decreases in commodity prices, excess supply and lower demand for commodities resulting from the COVID-19 pandemic, as well as expected slower global economic growth. Additionally, we recorded an impairment to our Delaware Basin proved and unproved properties and to our Eagle Ford Shale unproved properties. Together, these factors suggest that it is more likely than not that our forecasted domestic net deferred tax asset will not be realized. SeeNote10. Income Taxes.Revenue RecognitionWe recognize revenue at an amount that reflects the consideration we expect to be entitled to in exchange for transferring goods or services to a customer. We routinely monitor the credit worthiness of our purchasers. While we maintain credit insurance associated with certain purchasers, we do not carry credit insurance for all purchasers.In Israel, certain of our Tamar and Leviathan natural gas sales and purchase agreements (GSPAs) have fixed minimum sales volumes and fixed base pricing with annual index escalations. Additionally, certain of our Egyptian export contracts include provisions which trigger adjustments to either decrease, or increase, fixed minimum sales volumes in the event the arithmetic average of daily Brent crude oil prices fall below, or above,$50per barrel for certain periods of time.Estimated future revenues related to remaining performance obligations were as follows as of March 31, 2020:(millions)Remainder of 20202021202220232024ThereafterTotalNatural Gas Revenues(1)$407$599$418$412$412$3,695$5,943(1)Our actual future natural gas sales volumes may exceed future minimum volume commitments. Additionally, future natural gas revenues will vary due to variable consideration exceeding the contractual minimum volume or floor price provision. For example, estimates related to our Egyptian export contracts included in the table above calculate minimum fixed volume commitments assuming the arithmetic average of daily Brent crude oil prices are less than$50per barrel for the remainder of the contract terms, which extend into 2035. Actual results could differ significantly from these estimates.Recently Issued Accounting StandardsLondon Interbank Offered Rate (LIBOR) ReformIn first quarter 2020, the FASB issued ASU No. 2020-04 (ASU 2020-04):Reference Rate Reform (Topic 848),which provides optional guidance for a limited period of time to ease the transition from LIBOR to an alternative reference rate. The ASU intends to address certain concerns relating to accounting for contract modifications and hedge accounting. These optional expedients and exceptions to applying GAAP, assuming certain criteria are met, are allowed through December 31, 2022. We are currently evaluating the provisions of ASU 2020-04 and have not yet determined whether we will elect the optional expedients. We do not expect the transition to an alternative rate to have a significant impact on our business, operations or liquidity.Recently Adopted Accounting StandardsClarifying Certain Accounting Standards Codification (ASC) TopicsIn first quarter 2020, the FASB issued ASU No. 2020-01:Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), to clarify the interactions between these Topics. The update provides clarifications for entities investing in equity securities accounted for under the ASC 321 measurement alternative and companies that hold certain non-derivative forward contracts and purchased options to acquire equity securities. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We early adopted this ASU in first quarter 2020. This adoption did not have a material impact on our financial statements. 
 
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 Statements of Operations InformationOther statements of operations information is as follows:Three Months Ended March 31,(millions)20202019Other Revenue(Loss) Income from Equity Method Investments and Other$(24)$17Midstream Services Revenues – Third Party2524Total$1$41Production ExpenseLease Operating Expense$138$151Production and Ad Valorem Taxes3949Gathering, Transportation and Processing Expense95102Other Royalty Expense43Total$276$305Exploration ExpenseLeasehold Impairment(1)$1,485$—Seismic, Geological and Geophysical45Staff Expense1312Other27Total$1,504$24Other Operating Expense, NetFinance Lease Right-of-Use Asset Impairment(2)$40$—Firm Transportation Exit Cost—92Other, Net425Total$44$117(1)SeeNote4. ImpairmentsandNote6. Capitalized Exploratory Well Costs and Undeveloped Leasehold Costs.(2)SeeNote4. Impairments. 
 
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 Balance Sheet InformationOther balance sheet information is as follows:(millions)March 31, 2020December 31, 2019Accounts Receivable, NetCommodity Sales$308$446Joint Interest Billings136164Other125128Current Expected Credit Losses(7)(8)Total$562$730Other Current AssetsCommodity Derivative Assets$221$14Inventories, Materials and Supplies6859Assets Held for Sale(1)114Prepaid Expenses and Other Current Assets6361Total$353$148Other Noncurrent AssetsEquity Method Investments$1,249$1,066Operating Lease Right-of-Use Assets, Net(2)244227Customer-Related Intangible Assets, Net(3)270278Goodwill(4)—110Other Assets, Noncurrent162153Total$1,925$1,834Other Current LiabilitiesProduction and Ad Valorem Taxes$113$118Asset Retirement Obligations8484Interest Payable8074Operating Lease Liabilities9588Compensation and Benefits Payable25126Other Liabilities, Current254229Total$651$719Other Noncurrent LiabilitiesDeferred Compensation Liabilities$112$133Asset Retirement Obligations709730Operating Lease Liabilities172164Firm Transportation Exit Cost Accrual(5)114129Other Liabilities, Noncurrent199222Total$1,306$1,378(1)Assets held for sale atDecember 31, 2019relate to the divestiture of non-core assets in Reeves County, Texas. The assets were reclassified to held and used during first quarter 2020.(2)Amount atMarch 31, 2020includes afive-year$28 millionlease renewal for a vessel offshore West Africa.(3)Intangible asset balances atMarch 31, 2020andDecember 31, 2019are net of accumulated amortization of$70 millionand$62 million, respectively.(4)SeeNote4. Impairments.(5)Represents the discounted present value of our remaining obligations to third parties for permanent assignments of capacity on pipelines in the Marcellus Shale. 
 
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 Reconciliation of Total CashWe define total cash as cash, cash equivalents and restricted cash. Carrying amounts approximate fair value due to the short-term nature. The following table provides a reconciliation of total cash:Three Months Ended March 31,(millions)20202019Cash and Cash Equivalents at Beginning of Period$484$716Restricted Cash at Beginning of Period—3Cash, Cash Equivalents, and Restricted Cash at Beginning of Period$484$719Cash and Cash Equivalents at End of Period$1,397$528Restricted Cash at End of Period—2Cash, Cash Equivalents, and Restricted Cash at End of Period$1,397$530 
 Note3. Segment InformationWe have the following reportable segments: US onshore; Eastern Mediterranean (Israel and Cyprus); West Africa (Equatorial Guinea, Cameroon and Gabon); Other International (Canada, Colombia and New Ventures); and Midstream. The Midstream segment includes the consolidated accounts of Noble Midstream Partners.The geographical reportable segments are in the business of crude oil and natural gas acquisition and exploration, development, and production (Oil and Gas Exploration and Production). The Midstream reportable segment develops, owns and operates domestic midstream infrastructure assets, as well as invests in other midstream projects, with current focus areas being the DJ and Delaware Basins. Expenses related to debt, such as interest and other debt-related costs, headquarters depreciation, corporate general and administrative expenses, exit costs and certain costs associated with mitigating the effects of our retained Marcellus Shale transportation agreements, are recorded at the Corporate level.The chief operating decision maker analyzes (loss) income before income taxes to assess the performance of Noble Energy's reportable segments as management believes this measure provides useful information in assessing our operating and financial performance across periods.Oil and Gas Exploration and ProductionMidstream(millions)ConsolidatedUnited StatesEastern Mediter-raneanWest AfricaOther Int'lUnited StatesIntersegment Eliminations and Other(1)CorporateThree Months Ended March 31, 2020Crude Oil Sales$578$492$1$85$—$—$—$—NGL Sales6262——————Natural Gas Sales254601904————Total Crude Oil, NGL and Natural Gas Sales89461419189————Sales of Purchased Oil and Gas12525———83—17Loss from Equity Method Investments and Other(24)—(2)(17)—(5)——Midstream Services Revenues–Third Party25————25——Intersegment Revenues—————115(115)—Total Revenues1,02063918972—218(115)17Lease Operating Expense1381081330—1(14)—Production and Ad Valorem Taxes3937———2——Gathering, Transportation and Processing Expense951463——21(75)—Other Royalty Expense44——————Total Production Expense2762951630—24(89)—Exploration Expense1,5041,494235——— 
 
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 Oil and Gas Exploration and ProductionMidstream(millions)ConsolidatedUnited StatesEastern Mediter-raneanWest AfricaOther Int'lUnited StatesIntersegment Eliminations and Other(1)CorporateDepreciation, Depletion and Amortization4924191924—26(9)13Cost of Purchased Oil and Gas13928———80—31Asset Impairments2,7032,703——————Goodwill Impairment110————110——Gain on Commodity Derivative Instruments(389)(389)——————(Loss) Income Before Income Taxes(4,018)(3,917)14510(6)(31)(11)(208)Additions to Long-Lived Assets, Excluding Acquisitions4423573119943(24)7Additions to Equity Method Investments153————153——Three Months Ended March 31, 2019Crude Oil Sales$612$545$1$66$—$—$—$—NGL Sales9696——————Natural Gas Sales2291081174————Total Crude Oil, NGL and Natural Gas Sales93774911870————Sales of Purchased Oil and Gas7414———33—27Income from Equity Method Investments and Other17——15—2——Midstream Services Revenues – Third Party24————24——Intersegment Revenues—————106(106)—Total Revenues1,05276311885—165(106)27Lease Operating Expense1511251024—1(9)—Production and Ad Valorem Taxes4947———2——Gathering, Transportation and Processing Expense102142———29(69)—Other Royalty Expense33——————Total Production Expense3053171024—32(78)—Depreciation, Depletion and Amortization5084391620—25(7)15Cost of Purchased Oil and Gas8714———31—42Firm Transportation Exit Cost92——————92Loss on Commodity Derivative Instruments212188—24————(Loss) Income Before Income Taxes(373)(247)8411(16)73(14)(264)Additions to Long-Lived Assets, Excluding Acquisitions71251113251066(23)11Additions to Equity Method Investments271————271——March 31, 2020Property, Plant and Equipment, Net$13,221$7,641$3,055$792$53$1,734$(225)$171 
 
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 Oil and Gas Exploration and ProductionMidstream(millions)ConsolidatedUnited StatesEastern Mediter-raneanWest AfricaOther Int'lUnited StatesIntersegment Eliminations and Other(1)CorporateDecember 31, 2019Property, Plant and Equipment, Net$17,451$11,859$3,041$793$44$1,721$(223)$216 (1)Intersegment eliminations related to income (loss) before income taxes are the result of midstream expenditures. Certain of these expenditures 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. Other expenditures are presented as production expense. Intercompany revenues and expenses are eliminated upon consolidation. 
 Note4. ImpairmentsWe performed a number of impairment assessments during first quarter 2020.These assessments included using various valuation techniques and Level 3 inputs on the fair value hierarchy. SeeNote2. Basis of Presentation.Information regarding impairments recorded in first quarter 2020 is as follows:(millions)Statement of Operations LocationNet Book Value(1)Pre-tax ImpairmentProved Property Impairment - Delaware BasinAsset Impairments$3,613$2,703Leasehold Impairment - Delaware BasinExploration Expense1,9151,385Leasehold Impairment - Eagle Ford ShaleExploration Expense100100Total Exploration Expense$2,015$1,485Goodwill Impairment - Noble Midstream PartnersGoodwill Impairment$110$110Finance Lease Right-of-Use Asset ImpairmentOther Operating Expense, Net8840(1)Represents net book value at the date of assessment prior to recording pre-tax impairment.Property ImpairmentsIn first quarter 2020, following our impairment analysis, we recorded impairment expense as follows:•Delaware Basin AssetsThe fair values of our Delaware Basin assets were estimated using the income approach and resulted in fair values of approximately$910 millionand$530 millionassociated with proved properties (inclusive of associated midstream assets) and unproved properties, respectively. We recognized total impairment expense of$4.1 billionfor the excess of the carrying value above the fair value of the properties.•Eagle Ford Shale Unproved PropertiesAfter assessing future development scenarios and in contemplation of the current commodity and supply/demand environment, we determined that all $100 millionof remaining unproved leasehold costs were impaired due to the likelihood of future drilling in certain zones in this area.Goodwill ImpairmentNoble Midstream Partners concluded the fair value of its Black Diamond reporting unit was less than its carrying value and therefore performed a fair value assessment. Based on the assessment, Noble Midstream Partners concluded that the entire carrying amount of goodwill was fully impaired and recorded goodwill impairment expense of$110 million. Of the$110 millionof goodwill impairment expense included in our consolidated statements of operations, approximately$38million is attributable to Noble Energy relating to our ownership interests in the Black Diamond entity, while the remainder of$72million is attributable to noncontrolling interests. Finance Lease Right-of-Use Asset Impairment During the quarter, we recognized impairment expense for the excess of the carrying value above the fair value of the right-of-use asset relating to a corporate real estate lease. The impairment, which was recorded at the Corporate level, is the result of economic facts and circumstances and plans pertaining to the future use of the asset.
 
 
  
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 Note5. Acquisitions, Divestitures and Equity Method InvestmentsWe maintain an ongoing portfolio management program and have engaged in various transactions over recent years.2020TransactionsSaddlehornIn February 2020, Black Diamond Gathering LLC (Black Diamond), in which Noble Midstream Partners owns a54.4%interest, exercised its option to acquire a20%ownership interest in Saddlehorn Pipeline Company, LLC (Saddlehorn) for$160 million($87million, net to Noble Midstream Partners). Saddlehorn owns a pipeline that transports crude oil and condensate from the DJ and Powder River Basins to storage facilities in Cushing, Oklahoma. Noble Midstream Partners consolidates Black Diamond and the Saddlehorn investment is accounted for using the equity method.EPIC PipelinesIn first quarter 2019, Noble Midstream Partners exercised and closed options with EPIC Midstream Holdings, LP (EPIC) to acquire a15%equity interest in EPIC Y-Grade, LP (EPIC Y-Grade), which constructed the EPIC Y-Grade pipeline, and a30%equity interest in EPIC Crude Holdings, which constructed the EPIC crude oil pipeline. The EPIC crude oil pipeline supports transportation of our production from the Delaware Basin to Corpus Christi, Texas. In first quarter 2020, Noble Midstream Partners made capital contributions to EPIC Y-Grade and EPIC Crude Holdings of$14million and$33million, respectively. EPIC Crude Holdings completed the EPIC crude oil pipeline during first quarter 2020 and the EPIC Y-grade pipeline is transitioning from interim crude service to Y-grade service. Y-grade service is expected to begin in second quarter 2020.Additionally, in December 2019, Noble Midstream Partners exercised and closed an option with EPIC to acquire an interest in EPIC Propane, which is constructing a propane pipeline that will run from Robstown, Texas to Sweeney, Texas, with additional connectivity to the Markham underground storage caverns. In first quarter 2020, Noble Midstream Partners made capital contributions to EPIC Propane of approximately$2 million.Delaware Crossing Joint VentureIn February 2019, Noble Midstream Partners executed definitive agreements with Salt Creek Midstream LLC (Salt Creek) to form a 50/50 joint venture, Delaware Crossing LLC (Delaware Crossing), in order to construct a 160 MBbl/d day crude oil pipeline system in the Delaware Basin. In first quarter 2020, Noble Midstream Partners made capital contributions to Delaware Crossing of$17million.2019TransactionsDivestiture of Reeves County AssetsIn February 2019, we closed the sale of certain proved and unproved non-core acreage in the Delaware Basin totaling approximately13,000net acres in Reeves County, Texas. We received cash consideration of approximately$131 million, recognizing no gain or loss on the sale.EPIC PipelinesIn first quarter 2019, Noble Midstream Partners exercised and closed options with EPIC totaling $227million. Delaware Crossing Joint VentureIn first quarter 2019 Noble Midstream Partners made capital contributions of $38 million to Delaware Crossing.
 
 Note6. Capitalized Exploratory Well Costs and Undeveloped Leasehold CostsCapitalized Exploratory Well CostsThere were no significant changes to our capitalized exploratory well costs during the period. The following table provides an aging of capitalized exploratory well costs based on the date that drilling commenced:(millions, except number of projects)March 31, 2020December 31, 2019Exploratory Well Costs Capitalized for a Period of One Year or Less$30$22Exploratory Well Costs Capitalized for a Period Greater Than One Year Since Commencement of Drilling261258Capitalized Exploratory Well Costs, End of Period$291$280Number of Projects with Exploratory Well Costs That Have Been Capitalized for a Period Greater Than One Year Since Commencement of Drilling55 
 
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 Undeveloped Leasehold CostsChanges in undeveloped leasehold costs are as follows:(millions)Three Months Ended March 31, 2020Undeveloped Leasehold Costs, Beginning of Period$2,152Additions to Undeveloped Leasehold Costs2Impairment(1)(1,485)Other(2)Undeveloped Leasehold Costs, End of Period$667(1)Relates to impairments of undeveloped leasehold costs for unproved properties in the Delaware Basin and Eagle Ford Shale. SeeNote2. Basis of PresentationandNote4. Impairments.As ofMarch 31, 2020, undeveloped leasehold costs included$530million,$80million, and$57million attributable to the Delaware Basin, other US onshore properties and international properties, respectively. Certain of these costs pertain to acquired leases or licenses that are subject to expiration over the next several years unless production is established on the acreage, while other costs pertain to acreage that is being held by production. 
 Note7. Asset Retirement ObligationsAsset retirement obligations (ARO) consist primarily of estimated costs of dismantlement, removal, site reclamation and similar activities associated with our oil and gas properties. Changes in ARO are as follows:Three Months Ended March 31,(millions)20202019Asset Retirement Obligations, Beginning Balance$814$880Liabilities Incurred32Liabilities Settled(27)(27)Revisions of Estimates(8)—Accretion Expense1112Asset Retirement Obligations, Ending Balance$793$867Three Months Ended March 31, 2020Liabilities settled primarily relate to abandonment of US onshore properties, with $21 millionin the DJ Basin where we have engaged in a program to plug and abandon older vertical wells. Costs associated with these abandonment activities will be incurred over several years. The revision of estimates is due to changes in the timing of spend in the DJ Basin. Three Months Ended March 31, 2019Liabilities settled of$27 million relate to abandonment of US onshore properties, primarily in the DJ Basin where we have engaged in a program to plug and abandon older vertical wells. Costs associated with these abandonment activities will be incurred over several years.
 
 
  
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 Note8. DebtDebt consists of the following:March 31, 2020December 31, 2019(millions, except percentages)DebtInterest RateDebtInterest RateNoble Energy, Excluding Noble Midstream PartnersRevolving Credit Facility, due March 9, 2023$1,0001.92%$——%Senior Notes and Debentures5,884(1)5,884(1)Finance Lease Obligations203—%205—%Total Noble Energy Debt, Excluding Noble Midstream Partners Debt7,0876,089Noble Midstream PartnersNoble Midstream Services Revolving Credit Facility, due March 9, 20237502.16%5953.11%Noble Midstream Services Term Loan Credit Facility, due July 31, 20215001.94%5002.85%Noble Midstream Services Term Loan Credit Facility, due August 23, 20224001.82%4002.74%Total Noble Midstream Partners Debt1,6501,495Total Debt8,7377,584Net Unamortized Discounts and Debt Issuance Costs(64)(65)Total Debt, Net of Unamortized Discounts and Debt Issuance Costs8,6737,519Less Amounts Due Within One YearFinance Lease Obligations(41)(42)Long-Term Debt Due After One Year$8,632$7,477(1)The Senior Notes and Debentures have weighted average interest rates of4.93%for bothMarch 31, 2020andDecember 31, 2019.Revolving Credit Facilities and Commercial Paper ProgramWe have total borrowing capacity of$4.0 billionacross our Revolving Credit Facility and our commercial paper program, which is backed by our Revolving Credit Facility. We choose to borrow under the commercial paper program or Revolving Credit Facility based on market availability and interest rates at the time of borrowing. During the quarter, we borrowed$1.0 billion, net, on our Revolving Credit Facility to increase our cash on hand balanceto mitigate potential future issues in the global financial system. As ofMarch 31, 2020andDecember 31, 2019, the Revolving Credit Facility had $3.0billion and $4.0billion available for borrowing, respectively.Noble Midstream Partners borrowed $155million, net, on the Noble Midstream Services Revolving Credit Facility. Proceeds received were used to partially fund the investment in Saddlehorn, capital investment program and for working capital purposes. As ofMarch 31, 2020andDecember 31, 2019, the Noble Midstream Services Revolving Credit Facility had $400million and $555million available for borrowing, respectively.Fair Value of DebtThe fair value of fixed-rate, public debt is estimated based on observable and available market information. As such, we consider the fair value of this debt to be a Level 1 measurement on the fair value hierarchy. Our non-public debt outstanding, including our Revolving Credit Facility, Noble Midstream Services Revolving Credit Facility and Noble Midstream Services term loans are subject to variable interest rates. The fair value is estimated based on significant other observable inputs; thus, we consider the fair values to be Level 2 measurements on the fair value hierarchy. Fair value information regarding our debt, which excludes finance lease obligations, is as follows:March 31, 2020December 31, 2019(millions)Carrying AmountFair Value(1)Carrying AmountFair ValueDebt$8,534$6,705$7,379$8,033 (1)As ofMarch 31, 2020, the difference between the carrying amount and the fair value is primarily due to increased spreads resulting from thecurrent commodity price, supply and demand environment coupled with the COVID-19 pandemic. 
 
 Note9. Commitments and ContingenciesLegal ProceedingsWe are involved in various legal proceedings in the ordinary course of business. These proceedings are subject to the uncertainties inherent in any litigation. We are defending ourselves vigorously in all such matters, and we believe that the ultimate disposition of such proceedings will not have a material adverse effect on our financial position, results of operations or cash flows.Colorado Clean Water Act Referral NoticeIn September 2018, we received a letter from the Department of Justice (DOJ) providing notification of referral from the Environmental Protection Agency (EPA) of alleged Clean Water Act violations at an upstream production facility and a midstream gathering facility in Weld County, Colorado. In April 2019, we met with the DOJ and EPA enforcement personnel to discuss potential settlement of the alleged violations. Given the ongoing status of settlement discussions, we are currently unable to predict the ultimate outcome of this action, but believe the resolution will not have a material adverse effect on our financial position, results of operations or cash flows. 
 Note10. Income TaxesIncome tax expense (benefit) consists of the following:Three Months Ended March 31,(millions, except percentages)20202019Current$37$16Deferred(48)(100)Total Income Tax Benefit$(11)$(84)Effective Tax Rate0.27%22.5%Effective Tax Rate (ETR)At the end of each interim period, we apply a forecasted annualized ETR to current period earnings or loss before tax, which can produce interim ETR fluctuations. We have concluded that the annual ETR is a reliable estimate considering recent economic and financial market effects of decreased commodity prices and COVID-19. Due to the impairments recorded during first quarter 2020, we have further evaluated our ability to utilize domestic federal and state net operating loss (NOL) and credit carryforwards prior to expiration, concluding a valuation allowance should be recorded for the associated deferred tax assets. SeeNote4. Impairments.The ETR for thethree months ended March 31, 2020decreased as compared with the same period2019, primarily due to the valuation allowance discussed above which significantly reduced the deferred tax benefit recorded for the current year loss. The deferred tax benefit was further reduced by the$470 millionof deferred tax expense associated with the valuation allowance on losses generated in prior years recorded as a discrete item in first quarter 2020. In addition, the increase in current tax expense was the result of increased earnings in our Eastern Mediterranean segment.Impact of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act)Weevaluated provisions of the CARES Act, signed into law on March 27, 2020. Certain provisions of the CARES Act include modifications to NOL limitations and business interest expense limitations, which are expected to impact utilization of future NOL carryovers. The provisions did not have a material impact on our financial statements for the period ended March 31, 2020.Tax ExaminationsIn our major tax jurisdictions, the earliest years remaining open to examination are as follows: US –2014, Israel –2015(2013 with respect to Israel Oil Profits Tax) andEquatorial Guinea –2013. 
 Note11. Derivative Instruments and Hedging ActivitiesObjective and Strategies for Using Derivative InstrumentsWe enter into price hedging arrangements to mitigate effects of commodity price volatility and enhance the predictability of cash flows for a portion of our production. While these instruments mitigate the cash flow risk of future decreases in commodity prices, they may also curtail benefits from future increases in commodity prices. 
 
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 Unsettled Commodity Derivative InstrumentsAs ofMarch 31, 2020, we had entered into the following crude oil derivative instruments:SwapsCollarsSettlement PeriodType of ContractIndexBbls Per DayWeighted Average DifferentialWeighted Average Fixed PriceWeighted Average Short Put PriceWeighted Average Floor PriceWeighted Average Ceiling PriceApr2020-Dec2020Sold CallsNYMEX WTI8,000$—$65.59$—$—$—Apr2020-Dec2020SwapsNYMEX WTI11,500—57.79———Apr2020-Jun2020SwapsNYMEX WTI72,000—37.09———Jul2020-Dec2020Three-Way CollarsNYMEX WTI53,000——10.0025.0037.20Jul2020-Dec2020Call SwaptionNYMEX WTI11,000—58.95———2020Basis SwapsMidland(1)15,000(5.01)————(1)These contracts 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.As ofMarch 31, 2020, we had entered into the following natural gas liquid (NGL) derivative instruments:SwapsSettlement PeriodType of ContractIndexBbls per DayWeighted Average Fixed PriceApr 2020-Sept 2020Ethane SwapsMont Belvieu2,000$7.77Apr 2020-Sept 2020Propane SwapsMont Belvieu5,00021.04Apr 2020-Sept 2020Isobutane SwapsMont Belvieu1,00025.36Apr 2020-Sept 2020Butane SwapsMont Belvieu1,50024.31As ofMarch 31, 2020, we had entered into the following natural gas derivative instruments:SwapsCollarsSettlement PeriodType of ContractIndexMMBtu Per DayWeighted Average DifferentialWeighted Average Fixed PriceWeighted Average Short Put PriceWeighted Average Floor PriceWeighted Average Ceiling PriceApr2020-Dec2020SwapsNYMEX HH90,000$—$2.60$—$—$—Apr2020-Oct2020Three-Way CollarsNYMEX HH40,000——2.252.702.85Apr2020-Dec2020Sold PutsNYMEX HH90,000——2.15——2020Basis SwapsCIG(1)139,000(0.56)————2020Basis SwapsWAHA(1)49,500(1.05)————2021SwapsNYMEX HH70,000—2.42———2021Call SwaptionNYMEX HH70,000—2.42———2021Basis SwapsCIG(1)60,000(0.52)————2021Basis SwapsWAHA(1)32,000(0.71)————(1)These contracts establish a fixed amount for the differential between index pricing for Colorado Interstate Gas (CIG) and Waha Hub versus NYMEX Henry Hub (HH). The weighted average differential represents the amount of reduction to NYMEX HH prices for the notional volumes covered by the basis swap contracts. 
 
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 Fair Value AmountsThe fair values of commodity derivative instruments on our consolidated balance sheets were as follows (in millions):Asset Derivative InstrumentsLiability Derivative InstrumentsBalance Sheet LocationMarch 31, 2020December 31, 2019Balance Sheet LocationMarch 31, 2020December 31, 2019Other Current Assets$221$14Other Current Liabilities$59$36Other Noncurrent Assets—1Other Noncurrent Liabilities31Total$221$15$62$37We estimate the fair values of these instruments using published forward commodity price curves as of the date of the estimate. The discount rate used in the discounted cash flow projections is based on published LIBOR rates, Eurodollar futures rates and interest swap rates. The fair values of commodity derivative instruments in an asset position include a measure of counterparty nonperformance risk, and instruments in a liability position include a measure of our own nonperformance risk, each based on the current published credit default swap rates. In addition, for collars, we estimate the values of put options sold and contract floors and ceilings using an option pricing model which considers market volatility, market prices and contract terms. Amounts include the impact of netting clauses within our master agreements that allow us to net cash settle asset and liability positions with the same counterparty.Gains and Losses on Commodity Derivative InstrumentsThe effect of commodity derivative instruments on our consolidated statements of operations and comprehensive loss was as follows:Three Months Ended March 31,(millions)20202019Cash (Received) Paid in Settlement of Commodity Derivative InstrumentsCrude Oil(1)$(210)$(9)NGL——Natural Gas2(5)Total Cash Received in Settlement of Commodity Derivative Instruments(208)(14)Non-cash Portion of (Gain) Loss on Commodity Derivative InstrumentsCrude Oil(187)223NGL(10)—Natural Gas163Total Non-cash Portion of (Gain) Loss on Commodity Derivative Instruments(181)226(Gain) Loss on Commodity Derivative InstrumentsCrude Oil(397)214NGL(10)—Natural Gas18(2)Total (Gain) Loss on Commodity Derivative Instruments$(389)$212 (1)During first quarter 2020, we monetized certain crude oil derivative instruments by settling the instruments prior to their original settlement dates and entered into certain new instruments for the remainder of the year. Certain of this activity was intraperiod and related to crude oil instruments that were not part of our derivative portfolio as of December 31, 2019 and March 31, 2020. Net cash received in first quarter 2020 for these transactions was$160 million. 
 
 
  
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 Note12. Net Loss Per Share Attributable to Noble Energy Common ShareholdersNoble Energy's basic loss per share of common stock is computed by dividing net loss attributable to Noble Energy by the weighted average number of shares of Noble Energy common stock outstanding during each period. The following table summarizes the calculation of basic and diluted loss per share:Three Months Ended March 31,(millions, except per share amounts)20202019Net Loss and Comprehensive Loss Attributable to Noble Energy$(3,963)$(313)Weighted Average Number of Shares Outstanding, Basic479478Incremental Shares from Assumed Conversion of Dilutive Stock Options, Restricted Stock, and Shares of Common Stock in Rabbi Trust——Weighted Average Number of Shares Outstanding, Diluted479478Loss Per Share, Basic and Diluted$(8.27)$(0.65)Number of Antidilutive Stock Options, Shares of Restricted Stock, and Shares of Common Stock in Rabbi Trust Excluded from Calculation Above1615 
 
 
 
 •Executive Overview & Operating Outlook; •Results of Operations – Exploration and Production; •Results of Operations – Midstream; •Results of Operations – Corporate; and •Liquidity and Capital Resources. Item 1A. Risk Factors
 
 
 
 
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 Three Months EndedAverage Realized Sales PricesMarch 31, 2020March 31, 2019% ChangeCrude Oil & Condensate (Per Bbl)$46.21$54.19(15)%NGLs (Per Bbl)10.3017.86(42)%Natural Gas (Per Mcf)2.582.88(10)%
 
 •Reduced our initial 2020 organic capital investment program- Our initial 2020 organic capital investment program, which excludes Noble Midstream Partners and acquisition capital, was in the range of $1.6 to $1.8 billion. As a result of the current macroeconomic and commodity environment, we have revised our planned 2020 organic capital investment program to a range of $750 million to $850 million, approximately 50% of which was spent in first quarter 2020. The majority of these reductions are attributed to our US onshore business, resulting in a higher concentration of production from our international assets. Additionally, we have deferred spending on the exploration well offshore 
 
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 •Reduced our quarterly dividend and identified additional cash savings costs- We reduced our quarterly cash dividend to $0.02per Noble Energy common share. The reduction to our dividend, which begins in second quarter 2020, is expected to preserve approximately $195 million in annualized cash flow. Our Board of Directors will continue reviewing the dividend quarterly in context of market conditions. SeeLiquidity and Capital Resources, below. Additionally, we identified cash cost savings related to production expenses, general and administrative (G&A) expenses and asset retirements. Certain of these cost savings initiatives included strategic ramp down of activity in our US onshore business and successful negotiation of reduced rates for certain contracts. •Borrowed on our Revolving Credit Facility- During first quarter 2020, we borrowed $1.0billion, net, on our$4.0 billionRevolving Credit Facility to increase our cash balance on hand in an abundance of cautionto mitigate potential future issues in the global financial system. As of March 31, 2020, we had $3.0billion remaining available on the Revolving Credit Facility and approximately $1.4billion of cash on hand. •Cash settled hedges- We enhanced our liquidity by cash settling certain 2020 crude oil hedges prior to their original settlement dates and entered into new instruments for the remainder of the year. Net cash received in first quarter 2020 for these transactions was approximately$160 million. SeeItem 1. Financial Statements – Note11. Derivative Instruments and Hedging Activities. •Assessed production levels- As a result of the COVID-19 pandemic and resulting decline in demand for our products, we expect production levels to be lower than our originally expected 2020 production levels, which ranged from 385 MBoe/d to 405 MBoe/d. We expect some of these decreases will result from voluntary curtailments of certain US onshore production beginning in May 2020 and extending into June 2020. The amount and duration of these curtailments could be shortened or extended depending on commodity markets. We do not expect reduced production levels will impact our ability to deliver on our firm sales or processing commitments. •Assessed proved reserves-We assessed our proved reserves during the quarter and recorded a downward reserves revision of 14 MMBoe primarily attributable to removal of proved undeveloped reserves in the Delaware Basin due to changes in our development plans. •Assessed long-lived assets for impairment- We performed impairment assessments on proved and unproved oil and gas properties, equity method investments, customer-related intangible assets, goodwill and lease right-of-use assets. Based on these assessments, we recorded impairments related to certain of our Delaware Basin proved and unproved properties and Eagle Ford Shale unproved properties, as well as to a finance lease right-of-use asset. Noble Midstream Partners recorded goodwill impairment expense related to a previous acquisition. SeeItem 1. Financial Statements – Note4. Impairments. •Reviewed deferred tax asset valuation allowances- The impairment of our Delaware Basin proved and unproved properties and Eagle Ford Shale unproved properties caused us to establish a valuation allowance for our forecasted domestic net deferred tax asset, which resulted in a corresponding reduction in the deferred tax benefit. SeeItem 1. Financial Statements – Note10. Income Taxes. •Adjusted our employee workforce capacity- We implemented furlough and part-time working programs for certain employees in response to reductions in planned activity levels, representing approximately 30% of our US workforce. Employees will continue receiving enrolled benefits under these programs; however, furloughed employees will not receive salaries and employees under the part-time program will receive 50% of their base salaries. Furthermore, the decreases in planned activity levels caused us to significantly reduce our contractor workforce. We expect these actions will reduce G&A spending beginning in second quarter 2020. •Lowered executive leadership salaries and director cash retainers- Salaries for the Chief Executive Officer, Senior Officers and Vice Presidents were lowered by 20%, 15% and 10%, respectively. In addition, cash retainers for members of the Board of Directors were lowered by 25%. These reductions are expected to extend through the end of 2020. 
 
 
 
 
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 •Remote workforce and personnel management-Due to concerns over health and safety, we have asked the vast majority of our global workforce to work remotely until further notice. As of March 31, 2020, working remotely has not significantly impacted our ability to maintain operations, including use of financial reporting systems, nor has it significantly impacted our internal control environment. In addition, certain of our employees and contractors work in remote field locations or on offshore platforms. We have implemented various safety protocols including, among others, reduction of certain operational workloads to critical maintenance and personnel, mandating use of certain secure travel options, review of critical medical supplies and procedures and implementation of other safeguards to protect operational personnel. We have not incurred, and in the future do not expect to incur, significant expenses related to business continuity as employees work from home. •Mobilized our Crisis Management Team (CMT)- Our corporate CMT is responsible for ensuring the organization implements our corporate Employee Health and Wellness plan elements pertaining to pandemic response. This plan follows Center for Disease Control (CDC), national, state and local guidance in preparing and responding to COVID-19. The CMT implemented communication protocols should an employee become sick, and we will continue to follow CDC guidance, which is subject to change in the future. To date, we have not experienced significant business or operational interruption due to workforce health or safety concerns pertaining to COVID-19. 
 
 
 
 
 
 
 
 
 
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 Item 1. Financial Statements – Note   Liquidity and Capital Resources
 
 
 
 
 
 
 
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 LocationAverage Rigs OperatedWells Drilled(1)Wells Brought OnlineAverage Sales Volumes(MBoe/d)DJ Basin2.53629156Delaware Basin2232267Eagle Ford Shale———46Total4.55951269
 (1)The number of wells drilled refers to the number of wells completed, regardless of when drilling was initiated. 
 
 
 
 
 
 
 
 •by January 15th, we were selling natural gas from the Leviathan field to customers in Israel, Egypt and Jordan; •organic capital expenditures of$392million, compared to $648 million in first quarter 2019; •total production expense per BOE of$7.77, a reduction of nearly 23% from first quarter 2019; •increased total consolidated average daily sales volumes by 17% to385MBoe/d, net; •increased average daily sales volumes for crude oil by 11%; •finalized commercial LNG sales agreements for Alen natural gas monetization, securing sales to a large multi-national LNG trader; and •recorded certain asset impairments of$2.7 billionand undeveloped leasehold exploration expense of$1.5 billion. 
 
 
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 Three Months Ended March 31,(millions)20202019Oil, NGL and Gas Sales to Third Parties$894$937Sales of Purchased Oil and Gas2514(Loss) Income from Equity Method Investments and Other(19)15Total Revenues900966Production Expense341351Exploration Expense1,50424Depreciation, Depletion and Amortization462475Cost of Purchased Oil and Gas2814Asset Impairments2,703—(Gain) Loss on Commodity Derivative Instruments(389)212Loss Before Income Taxes(3,768)(168)
 
 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, 2020United States11766516269$46.10$10.30$1.27Eastern Mediterranean1—3906625.20—5.36West Africa(2)20—1785047.35—0.27Total Consolidated Operations138661,08438546.2110.302.58Equity Investments(3)14—553.6528.69—Total139701,084390$46.27$11.43$2.58Three Months Ended March 31, 2019United States11359483253$53.46$17.86$2.49Eastern Mediterranean——23339——5.57West Africa(2)12—1684061.01—0.27Total Consolidated Operations(4)1265988433254.1917.862.88Equity Investments(3)14—553.0136.81—Total(4)12763884337$54.18$19.09$2.88
 (1)Natural gas is converted on the basis of six Mcf of gas per one barrel of crude oil equivalent (BOE). 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)Volumes represent sales of condensate and LPG from the LPG plant in Equatorial Guinea. See(Loss)Income from Equity Method Investments, below. (4)Includes an immaterial amount of condensate sales from offshore Israel assets. 
 
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 (millions)Crude Oil & CondensateNGLsNatural GasTotalThree Months Ended March 31, 2019$612$96$229$937Changes due toIncrease in Sales Volumes691187167Decrease in Sales Prices(1)(103)(45)(62)(210)Three Months Ended March 31, 2020$578$62$254$894
 (1)Changes exclude gains and losses related to commodity derivative instruments. SeeItem 1. Financial Statements – Note11. Derivative Instruments and Hedging Activities. 
 
 •decreases in average realized prices forfirst quarter 2020(seeExecutive Overview & Operating Outlook – Commodity Prices); 
 •higher West Africa sales volumes of8MBbl/d forfirst quarter 2020compared tofirst quarter 2019due to Aseng 6P coming online in fourth quarter 2019 and timing of liftings; and •higher US onshore sales volumes of4MBbl/d forfirst quarter 2020compared tofirst quarter 2019primarily due to an increase in development activity in the DJ and Delaware Basins. 
 •decreases in average realized prices forfirst quarter 2020(seeExecutive Overview & Operating Outlook – Commodity Prices); 
 •higher US onshore sales volumes of7MBbl/d forfirst quarter 2020compared tofirst quarter 2019primarily due to an increase in development activity in the DJ and Delaware Basins. 
 •higher Israel sales volumes of157MMcf/d forfirst quarter 2020compared tofirst quarter 2019primarily due to Leviathan commencing production late December 2019; and •higher sales volumes in the DJ and Delaware Basins of50MMcf/d forfirst quarter 2020compared tofirst quarter 2019due to an increase in development activities; 
 •decreases in average realized prices forfirst quarter 2020(seeExecutive Overview & Operating Outlook – Commodity Prices); and •lower Eagle Ford Shale sales volumes of17MMcf/d forfirst quarter 2020compared tofirst quarter 2019due to reduced activity and natural field decline. 
 
 
 
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 (millions, except unit rate)Total per BOE(1)(2)TotalUnited States(2)Eastern MediterraneanWest AfricaThree Months Ended March 31, 2020Lease Operating Expense(3)$4.32$151$108$13$30Production and Ad Valorem Taxes1.063737——Gathering, Transportation and Processing4.261491463—Other Royalty Expense0.1144——Total Production Expense$9.75$341$295$16$30Total Production Expense per BOE$9.75$12.03$2.69$6.68Three Months Ended March 31, 2019Lease Operating Expense(3)$5.32$159$125$10$24Production and Ad Valorem Taxes1.574747——Gathering, Transportation and Processing4.75142142——Other Royalty Expense0.1033——Total Production Expense$11.74$351$317$10$24Total Production Expense per BOE$11.74$13.91$2.84$6.67
 (1)Consolidated unit rates exclude sales volumes and expenses attributable to equity method investments. (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 in US lease operating expense (LOE) due to reductions in leased assets and lower labor and workover costs; and •decrease in US production and ad valorem taxes due to lower commodity price realizations and assessed taxes in March 2020; 
 •increase in West Africa LOE due to an increase in sales volumes; and •increase in LOE and gathering, transportation and processing expenses in Eastern Mediterranean due to Leviathan commencing production in late December 2019. 
 
 Item 1. Financial Statements – Note
 (millions, except unit rate)TotalUnited StatesEastern MediterraneanWest AfricaOther Int'lThree Months Ended March 31, 2020DD&A Expense$462$419$19$24$—Unit Rate per BOE(1)$13.22$17.09$3.19$5.34$—Three Months Ended March 31, 2019DD&A Expense$475$439$16$20$—Unit Rate per BOE(1)$15.89$19.27$4.55$5.56$—
 (1)Consolidated unit rates exclude sales volumes and expenses attributable to equity method investments. 
 •decreases in the DJ Basin primarily due to year-end 2019 reserves additions and capital efficiencies; and •decreases in Eagle Ford Shale due to the fourth quarter 2019 impairment of proved properties. 
 •increases in Eastern Mediterranean as the Leviathan field commenced production in late December 2019; and •increases in West Africa due to higher sales volumes. 
 
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 •net cash receipts of $208million; and •net non-cash increase of$181 millionin the fair value of our net commodity derivative asset, primarily driven by changes in the forward commodity price curves for crude oil. 
 •net cash settlement receipts of$14 million; and •net non-cash decrease of$226 millionin 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. Item 1. Financial Statements – Note
 
 
 
 
 
 •exercise of Black Diamond's option to acquire a 20% ownership interest in Saddlehorn, which owns a crude oil pipeline, for$87million, net, to Noble Midstream Partners; •commissioning of the EPIC crude oil pipeline; •total revenues of $218million, as compared with $165million forfirst quarter 2019; and •recorded goodwill impairment of$110 million. Three Months Ended March 31,(millions)20202019Midstream Services Revenues – Third Party$25$24Sales of Purchased Oil and Gas8333(Loss) Income from Equity Method Investments(5)2Intersegment Revenues115106Total Revenues218165Operating Costs and Expenses3336Depreciation, Depletion and Amortization2625Cost of Purchased Oil and Gas8031Goodwill Impairment110—Total Expense24992(Loss) Income Before Income Taxes$(31)$73
 
 
 
 
 
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 Three Months Ended March 31,(millions)20202019Sales of Purchased Gas(1)$17$27Cost of Purchased Gas(1)3142Firm Transportation Exit Cost(2)—92
 (1)Relates to third party mitigation activities we engage in to utilize a portion of our Marcellus Shale transportation commitment. Cost of purchased gas includes utilized and unutilized transportation expense. Decreases in sales and cost of purchased gas related to lower natural gas prices in first quarter 2020 as compared to first quarter 2019. (2)Represents exit costs related to future commitments to a third party resulting from a permanent capacity assignment. Three Months Ended March 31,(millions, except unit rate)20202019G&A Expense$85$102Unit Rate per BOE(1)$2.43$3.41
 (1)Consolidated unit rates exclude sales volumes and expenses attributable to equity method investments. 
 Item 1. Financial Statements – Note
 Three Months Ended March 31,(millions, except unit rate)20202019Interest Expense, Gross$91$87Capitalized Interest(10)(21)Interest Expense, Net$81$66Unit Rate per BOE(1)$2.32$2.21
 (1)Consolidated unit rates exclude sales volumes and expenses attributable to equity method investments. Item 1. Financial Statements – Note
 
 
 
  
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 March 31, 2020December 31, 2019(millions, except percentages)Noble Energy ExcludingNoble Midstream PartnersNoble Midstream PartnersTotalNoble Energy ExcludingNoble Midstream PartnersNoble Midstream PartnersTotalCash and Cash Equivalents$1,379$18$1,397$471$13$484Amounts Available for Borrowing(1)3,000—3,0004,000—4,000Total Liquidity(1)$4,379$18$4,397$4,471$13$4,484Total Debt(2)$7,087$1,650$8,737$6,089$1,495$7,584Noble Energy Share of Equity$4,397$8,410Ratio of Debt-to-Book Capital(3)67%47%
 (1)Excludes $400million available for borrowingunder the Noble Midstream Services Revolving Credit Facility, which is not available to Noble Energy for general corporate purposes. (2)Excludes unamortized debt discount/premium and debt issuance costs. SeeItem 1. Financial Statements – Note8. Debt. (3)We define our ratio of debt-to-book capital as total debt divided by the sum of total debt plus Noble Energy's share of equity. This ratio is not used in determining compliance with the financial covenant in our$4.0 billionRevolving Credit Facility. As ofMarch 31, 2020, we are in compliance with the financial covenant contained in our Revolving Credit Facility which provides that our total debt to capitalization ratio, as defined in the Revolving Credit Facility agreement, may not exceed 65% at any time. As ofMarch 31, 2020, our total debt to capitalization ratio, as defined in the Revolving Credit Facility agreement, was below 40%. SeeImpact of Commodity Price Environment and COVID-19, above. 
 
 
 Item 1. Financial Statements – Note
 
 Three Months Ended March 31,(millions)20202019Operating Activities$482$528Investing Activities(696)(911)Financing Activities1,127194Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash$913$(189)
 
 
 
 
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 Item 1. Financial Statements – Consolidated Statements of Cash Flows
 
 Three Months Ended March 31,(millions)20202019Unproved Property Acquisition(1)$—$35Proved Property Acquisition(1)64Exploration1214Development340614Midstream4366Corporate78Other(2)4010Total$448$751Additions to Equity Method InvestmentsSaddlehorn Pipeline(3)$87$—EPIC Y-Grade14123EPIC Crude Holdings33104Delaware Crossing1738Other26Total Additions to Equity Method Investments(4)$153$271Increase in Finance Lease Obligations$8$2
 (1)Costs relate to US onshore leasehold activity. (2)2020 amount includes$34 millionof linefill purchased for start-up of the EPIC crude oil and Delaware Crossing pipelines. This amount is included within our US onshore segment. (3)Represents amount contributed by Noble Midstream Partners and excludes$73 millionof externally funded capital. (4)Includes an immaterial amount of capitalized interest. SeeItem 1. Financial Statements – Note5. Acquisitions, Divestitures and Equity Method Investments. 
 
 
 
 
 
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 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations – Executive Overview & Operating Outlook
 Item 1. Financial Statements – Note
 
 
 
 
 •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; •access to resources; and •the potential adverse impact of the COVID-19 pandemic on our business, financial condition and results of operations, and the markets and communities in which we operate. 
 
 
 
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 PeriodTotal Number of Shares Purchased(1)Average Price Paid Per ShareTotal 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)1/1/2020 - 1/31/2020—$——2/1/2020 - 2/29/2020450,81419.81—3/1/2020 - 3/31/20204,21110.74—Total455,025$19.73—$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)Duringfirst quarter 2020, we did not repurchase shares under the $750million share repurchase program, authorized by the Board of Directors and announced on February 15, 2018, which expiresDecember 31, 2020. 
 
 
 
 
 
 
 
 
 
 
 
  
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 Exhibit NumberExhibit3.1Restated Certificate of Incorporation of Noble Energy Inc. (filed as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on July 28, 2016 (File No. 001-07964) and incorporated herein by reference).3.2By-Laws of Noble Energy, Inc. (as amended through February 15, 2019) (filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-07964) and incorporated herein by reference).10.1*Noble Energy, Inc. 2020 Long-Term Incentive Plan, filed herewith.10.2*Noble Energy, Inc. Short-Term Incentive Plan (Amended and Restated Effective January 1, 2020), filed herewith.10.3*Noble Energy, Inc. Change of Control Plan for Executives (Amended and Restated Effective April 27, 2020), filed herewith.10.4*Noble Energy, Inc. 2020 Executive Severance Plan, filed herewith.31.1Certification of the Company’s Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241), filed herewith.31.2Certification of the Company’s Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241), filed herewith.32.1Certification of the Company’s Chief Executive Officer Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), furnished herewith.32.2Certification of the Company’s Chief Financial Officer Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), furnished herewith.101The following materials from Noble Energy, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive Loss; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Equity; and (v) Notes to Consolidated Financial Statements.104Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101).
 *Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.
 
 
 
 
  
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 NOBLE ENERGY, INC.(Registrant)DateMay 8, 2020By: /s/ Kenneth M. FisherKenneth M. FisherExecutive Vice President, Chief Financial Officer