Presentation The 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 at June 30, 2020 and December 31, 2019 and for the three and six months ended June 30, 2020 and 2019 contain 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.

Consolidation Our 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.

Noncontrolling Interests Our 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 six months ended June 30, 2020 includes goodwill impairment expense of $72 million based upon third party ownership interests in the underlying asset. See Note 4. Impairments.

The redeemable noncontrolling interest represents perpetual preferred equity with a 6.5% 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.

Estimates The 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

Impairments We performed a review for impairment indicators related to our proved and unproved properties on a field-by-field basis as of June 30, 2020, concluding there were no indicators of impairment. Assumptions utilized within this review were consistent with those utilized in first quarter 2020, as outlined further below.

Additionally, we performed impairment assessments over other long-lived assets, including property, plant and equipment, equity method investments, right-of-use assets and intangible assets. No impairment indicators were identified with the exception of certain capitalized exploratory well costs, as discussed below.

We reviewed capitalized exploratory well costs to determine whether facts and circumstances support continued capitalization of such costs. These considerations included management's long-range plans, whether sufficient progress has been made in assessing reserves, and whether each project remains economically and operationally viable. During second quarter 2020, we recognized asset impairment expense related to the Felicita project, Block O, offshore Equatorial Guinea. See Note 4. Impairments and Note 6. Capitalized Exploratory Well Costs and Undeveloped Leasehold Costs.

During first quarter 2020, we identified certain impairment indicators including the significant decrease in commodity prices resulting from the COVID-19 pandemic, which lowered demand for our products, as well as the supply response from the Organization of Petroleum Exporting Countries (OPEC) and non-OPEC producers. Collectively, these factors caused us to change our development plans in first quarter 2020. Due to these impairment indicators, we conducted impairment testing of certain of our assets as of March 31, 2020, as follows:

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.

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. See Note 4. Impairments.

Unproved Properties Our unproved properties consist of leasehold costs and value allocated to probable and possible reserves resulting from acquisitions. During first quarter 2020, 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.

Other Property, Plant & Equipment Other property includes lease right-of-use assets such as compressors and buildings, leasehold improvements, automobiles, trucks and other fixed assets. During first quarter 2020, 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, in first quarter 2020 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. See Note 4. Impairments.

Equity Method Investments We 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.

Goodwill Noble Midstream Partners recorded goodwill upon the acquisition of Saddle Butte Rockies Midstream, LLC and affiliates (collectively Saddle Butte and subsequently renamed Black Diamond). In first quarter 2020, the commodity price environment coupled with decreased market capitalization were indicators that 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. As a result, Noble Midstream Partners performed a fair value assessment which took into account changes in customer development plans. Based on these assessments, Noble Midstream Partners concluded that the goodwill was fully impaired and recorded goodwill impairment expense in first quarter 2020. See Note 4. Impairments.

Deferred Taxes We 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 to significant 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, in first quarter 2020 we recorded impairments to our Delaware Basin proved and unproved properties and to our Eagle Ford Shale unproved properties. Collectively, these factors suggested it was more likely than not that our forecasted domestic net deferred tax asset would not be realized and as such, we recorded a valuation allowance in first quarter 2020. See Note 10. Income Taxes.

Revenue Recognition We 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 the Eastern Mediterranean, we sell natural gas under natural gas sales and purchase agreements (GSPAs) to customers in Israel, Egypt, and Jordan. The majority of these contracts include total contracted quantities for which we will deliver volumes to customers over the life of the agreements. As of June 30, 2020, a total of approximately 9.5 Tcf, gross (2.6 Tcf, net), of natural gas remained to be delivered under these contracts. Based on current production levels, our available quantities of proved reserves are more than sufficient to meet delivery commitments associated with these sales agreements with minimal additional capital investment.

Certain of our Tamar and Leviathan GSPAs have buyer-minimum take or pay volume-obligations and index prices subject to minimum-price floor supports. In addition, our Egyptian export contracts include provisions which trigger adjustments to either decrease, or increase, fixed minimum take or pay volumes in the event the arithmetic average of daily Brent crude oil prices falls below, or rises above, $50 per barrel for certain periods of time. Our GSPAs do not preclude us from selling natural gas to customers, at amounts which exceed fixed minimum sales volumes. Estimated future net revenues related to remaining performance obligations subject to minimum sales volumes and base pricing as of June 30, 2020 were as follows:



(millions)	Remainder of 2020		2021		2022		2023		2024		Thereafter		Total
Natural Gas Revenues	$	298	$	553	$	546	$	550	$	552	$	5,192	$	7,691

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 $50 per barrel for the remainder of the contract terms, which extend into 2035. In addition, these Egyptian export contracts include increases in minimum volume commitments up to 650 MMcf/d, gross, by mid-2022 once certain conditions precedent are satisfied. As of June 30, 2020, the table above reflects the increase in contractual minimum volumes to 450 MMcf/d, gross, from the Tamar and Leviathan fields. Actual results could differ significantly from these estimates.

London Interbank Offered Rate (LIBOR) Reform In 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.

Clarifying Certain Accounting Standards Codification (ASC) Topics In 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.

Statements of Operations Information Other statements of operations information is as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
(millions)	2020		2019		2020			2019
Other Revenue
Income (Loss) from Equity Method Investments and Other	$	3	$	16	$	(21	)	$	33
Midstream Services Revenues – Third Party	26		20		51			44
Total	$	29	$	36	$	30		$	77
Production Expense
Lease Operating Expense	$	98	$	122	$	236		$	273
Production and Ad Valorem Taxes	24		41		63			90
Gathering, Transportation and Processing Expense	89		96		184			198
Other Royalty Expense	3		1		7			4
Total	$	214	$	260	$	490		$	565
Exploration Expense
Leasehold Impairment ⁽¹⁾	$	3	$	—	$	1,488		$	—
Seismic, Staffing Expense and Other	12		33		31			57
Total	$	15	$	33	$	1,519		$	57
Other Operating Expense, Net
Finance Lease Right-of-Use Asset Impairment ⁽²⁾	$	—	$	—	$	40		$	—
Marketing Expense	10		14		19			19
Firm Transportation Exit Cost	—		—		—			92
Corporate Restructuring ⁽³⁾	30		1		30			1
Other, Net	33		7		28			27
Total	$	73	$	22	$	117		$	139



(millions)	June 30, 2020			December 31, 2019
Accounts Receivable, Net
Commodity Sales	$	270		$	446
Joint Interest Billings	115			164
Other	88			128
Current Expected Credit Losses	(8		)	(8		)
Total	$	465		$	730
Other Current Assets
Commodity Derivative Assets	$	61		$	14
Inventory - Materials and Supplies	68			59
Assets Held for Sale	2			14
Prepaid Expenses and Other Current Assets	83			61
Total	$	214		$	148
Other Noncurrent Assets
Equity Method Investments	$	1,246		$	1,066
Operating Lease Right-of-Use Assets, Net ⁽¹⁾	225			227
Customer-Related Intangible Assets, Net ⁽²⁾	262			278
Goodwill ⁽³⁾	—			110
Other Assets, Noncurrent	177			153
Total	$	1,910		$	1,834
Other Current Liabilities
Production and Ad Valorem Taxes	$	109		$	118
Commodity Derivative Liabilities	151			36
Asset Retirement Obligations	89			84
Interest Payable	59			74
Operating Lease Liabilities	79			88
Compensation and Benefits Payable	53			126
Other Liabilities, Current	166			193
Total	$	706		$	719
Other Noncurrent Liabilities
Deferred Compensation Liabilities	$	121		$	133
Asset Retirement Obligations	732			730
Operating Lease Liabilities	169			164
Firm Transportation Exit Cost Accrual ⁽⁴⁾	113			129
Other Liabilities, Noncurrent	153			222
Total	$	1,288		$	1,378

Reconciliation of Total Cash We 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:



	Six Months Ended June 30,
(millions)	2020		2019
Cash and Cash Equivalents at Beginning of Period	$	484	$	716
Restricted Cash at Beginning of Period	—		3
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	$	484	$	719
Cash and Cash Equivalents at End of Period	$	324	$	470
Restricted Cash at End of Period	—		132
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	324	$	602