Rosetta Merger Rosetta Merger (Tables)

6 Months Ended

Jun. 30, 2016

The following table sets forth our final purchase price allocation:



	(in millions, except stock price)
Shares of Noble Energy common stock issued to Rosetta shareholders	41
Noble Energy common stock price on July 20, 2015	$	36.97
Fair value of common stock issued	$	1,518
Plus: Fair value of Rosetta's restricted stock awards and performance awards assumed	10
Plus: Rosetta stock options assumed	1
Total purchase price	1,529
Plus: Liabilities assumed by Noble Energy
Accounts Payable	100
Current Liabilities	37
Long-Term Debt	1,992
Other Long Term Liabilities	23
Asset Retirement Obligation	27
Total purchase price plus liabilities assumed	$	3,708

Fair Value of Rosetta Assets
Cash and Equivalents	$	61
Other Current Assets	76
Derivative Instruments	209
Oil and Gas Properties
Proved Reserves	1,613
Undeveloped Leaseholds	1,355
Gathering & Processing Assets	207
Asset Retirement Obligation	27
Other Property Plant and Equipment	5
Long Term Deferred Tax Asset	17
Goodwill ⁽¹⁾	138
Total Asset Value	$	3,708

⁽¹⁾

As of December 31, 2015, our preliminary purchase price allocation reflected goodwill of $163 million based on the fair value of assets acquired and liabilities assumed at the Rosetta Merger date. In conducting our goodwill impairment test as of December 31, 2015, we determined that our goodwill balance was no longer recoverable and fully impaired it, resulting in a goodwill impairment charge in fourth quarter 2015. In second quarter 2016, we finalized the purchase price allocation and recorded a $25 million gain to Other Operating Expense, Net driven by adjustments made based on the filing of the final Rosetta federal income tax return for the period ending on the Rosetta Merger date.

Schedule of pro forma information



	Three Months Ended June 30,						Six Months Ended June 30,
(in millions, except per share amounts)	2016 ⁽¹⁾			2015			2016 ⁽¹⁾			2015
Revenues	$	847		$	881		$	1,571		$	1,773
Net Loss	$	(315	)	$	(125	)	$	(602	)	$	(145	)

Loss per share
Basic	$	(0.73	)	$	(0.29	)	$	(1.40	)	$	(0.35	)
Diluted	$	(0.73	)	$	(0.29	)	$	(1.40	)	$	(0.35	)


⁽¹⁾	No pro forma adjustments were made for the period as the acquisition is included in the Company's historical results.