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. As a result, we recorded impairment expense of $168 million during first quarter 2018.

In second quarter 2018, we closed the transaction with an effective date of January 1, 2018. After consideration of customary closing adjustments, to date we have received net proceeds of $383 million and recorded a loss of $24 million.

In addition, a cumulative contingent payment of up to $100 million is payable to us in the period after the closing of the transaction, beginning third quarter 2018, 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 thresholds. As of September 30, 2018, no amounts have been accrued related to the contingent payment.

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 publicly traded 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 $484 million of cash. Proved reserves related to the 7.5% interest totaled approximately 502 Bcf, or approximately 84 MMBoe, as of December 31, 2017.

The Tamar Petroleum shares are 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 initially attributed $190 million of fair value to the shares, or 15% lower than the publicly traded value on the TASE. These shares are being accounted for at fair value, and we recorded changes in fair value of $15 million and $25 million for third quarter and first nine months of 2018, respectively. See Note 2. Basis of Presentation and Note 6. Fair Value Measurements and Disclosures.

Total consideration received from the sale was applied to the field's basis and resulted in the recognition of a pre-tax gain of $376 million. In connection with the transaction, we incurred tax expense of $86 million.

Subsequent to quarter end, on October 2 and October 3, 2018, we sold 21.9 million and 16.6 million shares of Tamar Petroleum, respectively, in over the counter transactions for pre-tax proceeds of $163 million, net of transaction expenses. The sales of the 7.5% working interest in the Tamar field and of the Tamar Petroleum shares are in accordance with the terms of the Israel Natural Gas Framework that requires us to reduce our ownership interest in the Tamar field from 32.5% to 25% by year-end 2021.

Divestiture of Southwest Royalties In January 2018, we closed the sale of our investment 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.

After the sale, we held 21.7 million common units, representing a 34.1% limited partner interest, in CNX Midstream Partners. During second quarter 2018, we sold 7.5 million of the common units, receiving net proceeds of approximately $135 million, net of placement agent fees, and recognized a gain of $109 million.

During third quarter 2018, we sold the remaining 14.2 million common units, which represented a 22.3% limited partner interest in CNX Midstream Partners. We received net proceeds of approximately $248 million, net of underwriting fees, and recognized a gain of $198 million. The investment was previously accounted for under the equity method of accounting.

Divestiture of Greeley Crescent Assets In September 2018, we closed the sale of assets in the Greeley Crescent area of the DJ Basin. We received proceeds of $64 million, resulting in no gain or loss recognition on the sale of these assets.

Noble 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) from Saddle Butte Pipeline II, LLC. Saddle Butte owned a large-scale integrated gathering system, located in the DJ Basin, which we subsequently renamed the Black Diamond gathering system.

Consideration totaled $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, and Noble Midstream Partners funded the remainder. We consolidate Black Diamond as a VIE and reflect the third-party ownership within 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 $110 million to implied goodwill. The purchase price allocation is preliminary as certain data necessary to complete the purchase price 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.

Other Divestitures During the first nine months of 2018, we also closed the sale of certain other smaller US onshore proved and unproved properties and received total cash consideration of $58 million, recording a gain of $4 million.

Delaware Basin Acquisition During the first nine 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 interests 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 represented 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, represented 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)

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 September 30,					Nine Months Ended September 30,
(millions, except per share amounts)	2018 ⁽¹⁾		2017			2018⁽¹⁾		2017
Revenues	$	1,273	$	960		$	3,789	$	3,102
Net Income (Loss) and Comprehensive Income (Loss) Attributable to Noble Energy	227		(133		)	758		(1,561		)

Net Income (Loss) Attributable to Noble Energy per Common Share
Basic	$	0.47	$	(0.27	)	$	1.57	$	(3.21	)
Diluted	$	0.47	$	(0.27	)	$	1.56	$	(3.21	)

Marcellus Shale Upstream Divestiture On June 28, 2017, we closed the sale of all of our Marcellus Shale upstream assets, which were primarily natural gas properties. The purchase price totaled $1.2 billion, and we received $1.0 billion of net cash proceeds, after consideration of customary adjustments, at closing. The purchase price includes additional contingent consideration of up to $100 million structured as three separate payments of $33.3 million each. The contingent payments are in effect should the average annual price of the Appalachia Dominion, South Point index exceed $3.30 per MMBtu in the individual annual periods from 2018 through 2020. No amounts have been accrued related to the contingent consideration. Proceeds from the transaction were used to repay borrowings resulting from the Clayton Williams Energy Acquisition. See Note 5. Debt.

In second quarter 2017, we recognized a total loss of $2.3 billion, or $1.5 billion after-tax, on this transaction. The aggregate net book value of the properties prior to the sale was approximately $3.4 billion, which included approximately $883 million of undeveloped leasehold cost.

During second quarter 2017, production from the Marcellus Shale upstream assets totaled 393 MMcfe/d. With the closing of the sale, we recorded a decrease in net proved reserves of approximately 241 MMBoe, of which approximately 190 MMBoe were proved developed reserves and 51 MMBoe were proved undeveloped reserves.

Noble Midstream Partners Asset Contribution On June 26, 2017, Noble Midstream Partners acquired an additional 15% limited partner interest in Blanco River DevCo LP (Blanco River DevCo), increasing its ownership to 40% of the Blanco River DevCo LP, and acquired the remaining 20% limited partner interest in Colorado River DevCo LP (Colorado River DevCo) from Noble Energy for $270 million.

Blanco River DevCo holds Noble Midstream Partners’ Delaware Basin in-field gathering dedications for crude oil and produced water gathering services on approximately 111,000 net acres, with substantially all of the acreage also dedicated for natural gas gathering. Colorado River DevCo consists of gathering systems across Noble Energy’s Wells Ranch and East Pony development areas in the DJ Basin.

The $270 million consideration consisted of $245 million in cash and 562,430 common units representing limited partner interests in Noble Midstream Partners. Noble Midstream Partners funded the cash consideration with approximately $138 million of net proceeds from a concurrent private placement of common units and $90 million of borrowings under the Noble Midstream Services Revolving Credit Facility (defined below) and the remainder from cash on hand.

Noble Midstream Partners Advantage Acquisition On April 3, 2017, Noble Midstream Partners and Plains Pipeline, L.P., a wholly owned subsidiary of Plains All American Pipeline, L.P., acquired Advantage Pipeline, L.L.C. (Advantage Pipeline) for $133 million through a newly formed 50/50 joint venture (Advantage Joint Venture). Noble Midstream Partners contributed $66.5 million of cash to the joint venture, funded by available cash on hand and the Noble Midstream Services Revolving Credit Facility. The Advantage Joint Venture is accounted for under the equity method and is included within our Midstream