Divestiture of 7.5% Interest in Tamar Field On March 14, 2018, we closed the sale of a 7.5% working interest in the Tamar field to Tamar Petroleum Ltd. (Tamar Petroleum), a publicly traded entity on the Tel Aviv Stock Exchange (TASE: TMRP). Total consideration included cash and 38.5 million shares of Tamar Petroleum that had a market value of $224 million. The transaction had an effective date of January 1, 2018 and after consideration of closing adjustments and before consideration of taxes, we received $487 million of cash. Our shares of Tamar Petroleum are currently subject to certain temporary lock-up provisions and have no voting rights. Upon subsequent sale of the shares to a third party, the voting rights will be restored and granted to the third party. Due to the lock-up provisions associated with the Tamar Petroleum shares, we have attributed $190 million of fair value to the shares, or 15% lower than the trading value. See Note 6. Fair Value Measurements and Disclosures. In connection with the transaction, we incurred tax expense of $90 million. Total consideration received was applied to the field's basis and resulted in the recognition of a pre-tax gain of $386 million.

The sale is in accordance with the terms of the Israel Natural Gas Framework (Framework) that requires us to reduce our ownership interest in the Tamar field from 32.5% to 25% by year-end 2021. We expect to sell the Tamar Petroleum shares before year-end 2021. Proved reserves related to the 7.5% interest totaled approximately 84 MMBoe as of December 31, 2017.

Divestiture of Southwest Royalties In January 2018, we closed the sale of our interest in Southwest Royalties, Inc. (Southwest Royalties), a subsidiary of Clayton Williams Energy, Inc. (Clayton Williams Energy), which we acquired in the acquisition of Clayton Williams Energy (Clayton Williams Energy Acquisition) in 2017. We received proceeds of $60 million, resulting in no gain or loss recognition on the sale of these assets.

Divestiture of Marcellus Shale CONE Gathering In January 2018, we closed the sale of our 50% interest in CONE Gathering LLC (CONE Gathering) to CNX Resources Corporation. CONE Gathering owns the general partner of CNX Midstream Partners LP (CNX Midstream Partners, NYSE: CNXM). We received proceeds of $308 million in cash and recognized a pre-tax gain of $196 million. We currently hold 21.7 million common units representing a 33.5% limited partner interest in CNX Midstream Partners.

Saddle Butte Acquisition On January 31, 2018, Black Diamond Gathering LLC (Black Diamond), an entity formed by Black Diamond Gathering Holdings LLC, a wholly-owned subsidiary of Noble Midstream Partners, and Greenfield Midstream, LLC (Greenfield), completed the acquisition of Saddle Butte Rockies Midstream, LLC and affiliates (collectively Saddle Butte and subsequently renamed Black Diamond) from Saddle Butte Pipeline II, LLC for total consideration of $681 million, which included $663 million of cash and assumption of $18 million of liabilities. Greenfield funded approximately $343 million of the purchase price, which is reflected as a contribution from noncontrolling interest within our consolidated statement of equity,

We accounted for the transaction as a business combination using the acquisition method. The total purchase price was allocated to assets acquired and liabilities assumed based on the fair value at the acquisition date. We have recognized goodwill for the amount of the purchase price exceeding the fair value of the assets acquired. Allocated fair value included: $206 million to property, plant and equipment; $340 million to customer-related intangible assets (acquired customer contracts); and $111 million to implied goodwill. The purchase price allocation is preliminary as certain data necessary to complete the purchase allocation is not yet available, such as analysis of the final appraisals of assets acquired and liabilities assumed. We expect to complete the purchase price allocation during the 12-month period following the acquisition date, during which time the value of the assets and liabilities, including any goodwill, may be revised as appropriate.

Subsequent Event – Divestiture of Gulf of Mexico Assets On February 15, 2018, we announced that we had signed a definitive agreement to sell our Gulf of Mexico assets, including all of our interests in producing properties and undeveloped acreage, for cash consideration of $480 million, along with the assumption, by the purchaser, of all abandonment obligations associated with the properties. Proved reserves associated with these properties totaled approximately 23 MMBoe as of December 31, 2017.

In addition, a cumulative contingent payment of up to $100 million is payable to us in the period after the closing of the transaction through the end of 2022, determined quarterly, at a rate of $2 per barrel produced by these assets when the average purchase price for Light Louisiana Sweet (LLS) crude oil exceeds $63 per barrel, and if produced crude oil volumes exceed certain minimum amounts.

As of March 31, 2018, the net book value of the Gulf of Mexico assets was $480 million. In addition, we retained certain transaction related obligations approximating $92 million which will be settled at final close. During first quarter 2018, we recorded impairment expense of $168 million associated with these assets held for sale.

During the first three months of 2017, we closed a bolt-on acquisition in the Delaware Basin for $301 million, approximately $246 million of which was allocated to undeveloped leasehold costs. The acquisition included interest in seven producing wells, four of which are operated by us.

Clayton Williams Energy Acquisition On April 24, 2017, we completed the Clayton Williams Energy Acquisition. The acquisition was effected through the issuance of 56 million shares of Noble Energy common stock, with a fair value of $1.9 billion, and cash consideration of $637 million, for total consideration of $2.5 billion, in exchange for all of the outstanding Clayton Williams Energy shares, including stock options, restricted stock awards and warrants.

The transaction was accounted for as a business combination using the acquisition method. The following table represents the final allocation of the total purchase price of Clayton Williams Energy to the assets acquired and liabilities assumed, based on the fair value at the acquisition date, with any excess of the purchase price over the estimated fair value of the identifiable net

assets acquired recorded as goodwill.



(millions)
Fair Value of Common Stock Issued	$	1,851
Plus: Cash Consideration Paid to Clayton Williams Energy Stockholders	637
Total Purchase Price	$	2,488
Plus Liabilities Assumed by Noble Energy:
Accounts Payable	99
Other Current Liabilities	38
Long-Term Deferred Tax Liability	515
Long-Term Debt	595
Asset Retirement Obligations	63
Total Purchase Price Plus Liabilities Assumed	$	3,798

The fair value of Clayton Williams Energy's identifiable assets was as follows:



(millions)
Cash and Cash Equivalents	$	21
Other Current Assets	70
Oil and Gas Properties:
Proved Reserves	722
Undeveloped Leasehold Costs	1,571
Gathering and Processing Assets	48
Asset Retirement Costs	63
Other Noncurrent Assets	12
Implied Goodwill	1,291
Total Asset Value	$	3,798

In connection with the acquisition, we assumed, and then subsequently retired in second quarter 2017, all of Clayton Williams Energy's long-term debt at a cost of $595 million. The fair value measurements of long-term debt were estimated based on the early redemption prices and represent Level 1 inputs.

The fair value measurements of crude oil and natural gas properties and asset retirement obligations were based on inputs that are not observable in the market and, therefore, represent Level 3 inputs. The fair values of crude oil and natural gas properties and asset retirement obligations were measured using valuation techniques that convert expected future cash flows to a single discounted amount. Significant inputs to the valuation of crude oil and natural gas properties included estimates of: (i) proved, possible and probable reserves; (ii) production rates and related development timing; (iii) future operating and development costs; (iv) future commodity prices; and (v) a market-based weighted average cost of capital rate. These inputs required significant judgments and estimates by management at the time of the valuation and were the most sensitive.

The following pro forma condensed combined financial information was derived from the historical financial statements of Noble Energy and Clayton Williams Energy and gives effect to the acquisition as if it had occurred on January 1, 2017. The information below reflects pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including: (i) Noble Energy's common stock and equity awards issued to convert Clayton Williams Energy's outstanding shares of common stock and equity awards and conversion of warrants as of the closing date of the acquisition, (ii) depletion of Clayton Williams Energy's fair-valued proved crude oil and natural gas properties, and (iii) the estimated tax impacts of the pro forma adjustments.

The pro forma results of operations do not include any cost savings or other synergies that we expect to realize from the Clayton Williams Energy Acquisition or any estimated costs that have been or will be incurred by us to integrate the Clayton Williams Energy assets. The pro forma condensed combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Clayton Williams Energy Acquisition

taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results.



	Three Months Ended March 31,
(millions, except per share amounts)	2018⁽¹⁾		2017
Revenues	$	1,286	$	933
Net Income and Comprehensive Income Attributable to Noble Energy	554		51

Net Income Attributable to Noble Energy per Common Share
Basic	$	1.14	$	0.10
Diluted	$	1.14	$	0.10