Clayton Williams Energy Acquisition (Tables)

9 Months Ended

Sep. 30, 2017

Schedule of Business Acquisitions, by Acquisition

The following table sets forth our preliminary purchase price allocation:



(millions, except per share amounts)
Fair Value of Common Stock Issued	$	1,876
Plus: Cash Consideration Paid to Clayton Williams Energy Stockholders	637
Total Purchase Price	$	2,513
Plus Liabilities Assumed by Noble Energy:
Accounts Payable	67
Other Current Liabilities	38
Long-Term Deferred Tax Liability	520
Long-Term Debt	595
Asset Retirement Obligations	58
Total Purchase Price Plus Liabilities Assumed	$	3,791

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



(millions)
Cash and Cash Equivalents	$	21
Other Current Assets	63
Oil and Gas Properties:
Proved Reserves	722
Undeveloped Leasehold Cost	1,571
Gathering and Processing Assets	48
Asset Retirement Costs	58
Other Noncurrent Assets	13
Implied Goodwill	1,295
Total Asset Value	$	3,791

Business Acquisition, Pro Forma Information

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, 2016. 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.

Additionally, pro forma earnings for the three and nine months ended September 30, 2017 were adjusted to exclude acquisition-related costs of $4 million and $98 million, respectively, incurred by Noble Energy and $23 million, incurred by Clayton Williams Energy in second quarter 2017. 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, 2016; 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)	2017 ⁽¹⁾			2016			2017			2016
Revenues	$	960		$	964		$	3,102		$	2,605
Net Loss and Comprehensive Loss Attributable to Noble Energy	(133		)	(193		)	(1,561		)	(860		)

Net Loss Attributable to Noble Energy per Common Share
Basic and Diluted	$	(0.27	)	$	(0.40	)	$	(3.21	)	$	(1.77	)


⁽¹⁾	Adjusted for $4 million acquisition-related costs, net of 35% tax, incurred during third quarter 2017.