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 September 30, 2018 and December 31, 2017 and for the three and nine months ended September 30, 2018 and 2017 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 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), which is considered a variable interest entity (VIE) for which Noble Energy is the primary beneficiary. 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. All significant intercompany balances and transactions have been eliminated upon consolidation.

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 reporting period. Actual results could differ significantly from those estimates. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment.

Investment in Shares of Tamar Petroleum Ltd. We account for our investment in shares of Tamar Petroleum Ltd. at fair value and record changes in fair value in other non-operating (income) expense, net in our consolidated statements of operations. See Note 3. Acquisitions and Divestitures and Note 6. Fair Value Measurements and Disclosures.

Goodwill As of September 30, 2018, our consolidated balance sheet includes goodwill of $1.4 billion, which is allocated to our Texas and Midstream reporting units. Goodwill is not amortized to earnings but is assessed for impairment on an annual basis during third quarter, or more frequently as circumstances require, at the reporting unit level.

We conducted a qualitative goodwill impairment assessment as of September 30, 2018 by examining relevant events and circumstances which could have an impact on our goodwill. Having assessed the totality of such events and circumstances, we determined that while there exist certain negative factors, the overall qualitative assessment did not indicate that it is more likely than not that the fair values of the reporting units are less than their carrying values. However, regardless of the outcome of the qualitative review, we decided to conduct Step 1 of the impairment test as part of our annual review.

As such, we performed Step 1 of the goodwill impairment test, used to identify potential impairment. The result of the Step 1 test indicated that the fair values of the Texas and Midstream reporting units exceeded their carrying values, including goodwill, and therefore, we concluded no impairment existed as of September 30, 2018.

Intangible Assets Intangible assets consist of customer contracts and relationships acquired by Noble Midstream Partners in its acquisition of Saddle Butte Rockies Midstream, LLC and affiliates (collectively, Saddle Butte). We recorded the intangible assets at their estimated fair values at the date of acquisition. Amortization is calculated using the straight-line method, which reflects the pattern in which the estimated economic benefit is expected to be received over the estimated useful life of the intangible assets, which is currently over periods of seven to 13 years. As of September 30, 2018, the net book value of the intangible assets was $318 million. Amortization expense of $8 million and $22 million for the three and nine months ended

September 30, 2018, respectively, is included in depreciation, depletion and amortization expense in our consolidated statements of operations. Intangible assets with finite useful lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. See Note 3. Acquisitions and Divestitures.

Stock Repurchase Program On February 15, 2018, we announced that the Company's Board of Directors authorized a $750 million share repurchase program which expires December 31, 2020. All purchases will be made from time to time in the open market or private transactions, depending on market conditions, and may be discontinued at any time. During third quarter and first nine months of 2018, 3.4 million shares and 7.4 million shares, respectively, of common stock were repurchased and retired at an average purchase price of $30.07 per share and $31.34 per share, respectively.

ASC 606, Revenue from Contracts with Customers Our revenue is derived from the sale of crude oil, NGL and natural gas production, primarily to crude oil refining companies, midstream marketing companies, marketers, industrial companies, electric utility companies, independent power producers and cogeneration facilities, among others. We account for revenue in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606), which we adopted on January 1, 2018 using the modified retrospective method. Under ASC 606, performance obligations are the unit of account and generally represent distinct goods or services that are promised to customers. For sales of crude oil, NGLs and natural gas, each unit sold is generally considered a distinct good and the related performance obligation is generally satisfied at a point in time. We recognize our sales revenues at a point in time and upon delivery to a customer at the contractually stated price and for the quantity of product delivered. In Israel, because our contracts are long-term arrangements, we recognize revenues from the sale of natural gas over the life of the contract based on the quantity of natural gas delivered.

ASC 606 provides additional clarification related to principal versus agent considerations. Under this guidance, we record revenue on a gross basis if we control a promised good or service before transferring it to a customer. For example, gathering, processing, transportation and fractionation costs incurred before transfer of control to the customer at the tailgate of a plant are accounted for as fulfillment costs and are presented as a component of gathering, transportation and processing expense in our consolidated statements of operations. On the other hand, we record revenue on a net basis if our role is to arrange for another entity to provide the goods or services. For example, costs incurred after control over the product has transferred to the customer, such as at the wellhead or inlet of a plant, are recorded as a reduction of the transaction price received within revenue.

ASC 606 adoption did not have an impact on the opening balance of retained earnings. The adoption resulted in a de minimis decrease of $2 million to revenues and expenses for third quarter 2018 and an increase of $5 million to revenues and expenses for the first nine months of 2018, respectively, but did not affect operating or net income or operating cash flows. The comparative information for the prior period has not been recast and continues to be reported under the accounting standards in effect for the period. Adoption of the new standard did not impact our financial position, and we do not expect that it will do so going forward. See Note 11. Segment Information for disaggregation of revenue by commodity and geographic location.

Changes to the presentation of commodity sales revenue and production expense resulted from our assessment of certain contractual arrangements under principal versus agent guidance and assessment of control under ASC 606. In particular, we have determined that the processor is our customer with regard to the sale of natural gas at the wellhead or the sale of NGLs at the tailgate. This is a change from previous conclusions reached under principal versus agent guidance per ASC 605, Revenue Recognition, where we previously retained control over our production until the sale to the end customer in the downstream markets. As such, effective January 1, 2018, revenues and expenses are presented on a net basis within revenues in our consolidated statements of operations at the time control over production is transferred to the processor under these arrangements.

Following the control model in ASC 606, we determined that we remain the principal in arrangements with end customers, such as when we take product in-kind at the tailgate and when we are directly responsible for the transportation and marketing of our production in the downstream markets. In such arrangements, we record NGL and natural gas sales and production expense on a gross basis.

Our commodity sales contracts in the US are index-based and, thus, include variable consideration. In accordance with ASC 606, we allocate variable consideration (market price) to the distinct commodities transferred in the period, but not to the future obligations to deliver production. Such allocation represents the amount of consideration to which we are entitled for deliveries

We sell our crude oil production either at the lease location or in downstream markets. Crude oil production at the lease location is sold through netback arrangements, under which we sell crude oil net of transportation costs incurred by the purchaser. We record revenue, net, at the lease location when the customer receives delivery of the product.

When we move our crude oil production from the lease location to the downstream markets in the US, we incur gathering and transportation costs, which we consider contract fulfillment activities. Such costs are reported as expense within gathering, transportation and processing expense in the consolidated statements of operations. Revenue from the sale of crude oil in downstream markets is recognized upon delivery, as specified in the contract, when control of the product has transferred to the customer.

Crude Oil Buy/Sell Transactions – US We enter into buy/sell arrangements that effect a change in location and/or grade with required repurchase of crude oil at a delivery point. The sale and repurchase of crude oil is settled at the same contractually fixed price (before application of transportation and grade deductions) on a net basis. We account for these transactions on a net basis, in accordance with ASC 845, Nonmonetary Transactions. We record the residual transportation fee as transportation expense within gathering, transportation and processing expense in the consolidated statements of operations.

Crude Oil Sale Arrangements – West Africa Our share of crude oil and condensate from the Aseng, Alen and Alba fields is sold at market-based prices to Glencore Energy UK Ltd. (Glencore Energy). Crude oil is priced at a Dated Brent FOB net realized price achieved by Glencore Energy and is adjusted by applicable fees, including transportation, insurance, and marketing. We recognize revenue on the sale of crude oil to Glencore Energy at the time crude oil cargo is loaded onto the tanker and control transfers to Glencore Energy. We record revenue at the realized price received from Glencore Energy, net of applicable fees.

Natural Gas and NGLs Sale Arrangements – US Certain of our commodity contracts in the US are for the sale of natural gas to processors at prevailing market prices. We evaluate the contract terms of these arrangements to determine whether the processor is a service provider or a customer on a contract by contract basis. In arrangements where we determine that we sold our product to the processor, we treat the processor as a customer and record revenue when the processor takes physical possession of the natural gas and NGLs and in the amount of proceeds expected to be received, net of any fees or deductions charged by the processor.

In other natural gas processing arrangements, we receive natural gas and NGL products "in-kind" after processing at the tailgate of the plant. In these arrangements, we are responsible for the transportation, fractionation and marketing costs of our production. In such cases, where we have determined that the processor is a service provider, we record the sale of natural gas and NGLs and applicable gathering, processing, transportation and fractionation fees on a gross basis at the time the product is delivered to the end customer.

Natural Gas Purchase and Sale Arrangements – US We enter into purchase transactions and separate sale transactions with third parties at prevailing market prices to mitigate unutilized pipeline transportation commitments, primarily related to retained Marcellus Shale firm transportation agreements. Revenues and expenses from the sales and purchases are recorded on a gross basis, as we act as a principal in these transactions by assuming control of the purchased commodity before it is transferred to the customer.

Natural Gas Sale Arrangements – West Africa We sell our share of natural gas production from the Alba field under a long-term contract for $0.25 per MMBtu to a methanol plant, a liquefied petroleum gas (LPG) plant, a liquefied natural gas (LNG) plant and a power generation plant. We recognize revenue upon transfer of control of product to these processors.

Natural Gas Sale Arrangements – Israel Our natural gas sales in Israel are primarily based on long-term contracts with fixed volume commitments over the life of the arrangements. Our performance obligations for the sale of natural gas are satisfied over time using production output to measure progress. The nature of these contracts gives rise to several types of variable consideration, including index-based annual price escalations, commodity-based index pricing, tiered pricing and sales price discounts in periods of volume deficiencies. Additionally, the majority of our sales contracts contain take-or-pay provisions where the customers are required to purchase a contractual minimum over varying time periods. Where the variable consideration is related to market-based pricing or index-based escalations of a fixed base price, we have elected the variable consideration allocation exception pursuant to ASC 606. We record revenue related to the volumes delivered at the contract price at the time of delivery. To date, there have been no material impacts of variability in consideration due to tiered pricing, take-or-pay provisions and/or volume deficiency discounts. We believe that any variability due to future sales price adjustments associated with potential volume deficiencies will not have a significant impact on our financial position or results of operations.

Transaction Price Allocated to Remaining Performance Obligations – Israel Remaining performance obligations represent the transaction price of firm sales arrangements for which volumes have not been delivered. Pursuant to ASC 606, short and long-term interruptible contracts and long-term dedicated production agreements are excluded from the disclosure due to uncertainty associated with estimating future production volumes and future market prices. However, certain of our natural gas sales contracts in Israel have fixed annual sales volumes and fixed base pricing with annual index escalations. The following table includes estimated revenues based upon those certain agreements with fixed minimum take-or-pay sales volumes. Our actual future sales volumes under these agreements may exceed future minimum volume commitments.



(millions)	Oct - Dec 2018		2019		2020		Total
Natural Gas Revenues ⁽¹⁾	$	54	$	137	$	169	$	360

Midstream Services Arrangements Our Midstream segment revenues are derived from fixed fee contract arrangements for gathering, transportation and storage services. We have determined that our performance obligations for the provision of such services are satisfied over time using volumes delivered as the measure of progress. ASC 606 adoption did not have an impact on the recognition, measurement and presentation of our midstream revenues and expenses.

Crude Oil Purchase and Sale Arrangements – US As part of the Saddle Butte acquisition in first quarter 2018, we acquired a pipeline and associated third party contracts which include transactions for the purchase and sale of crude oil with varying counterparties. Revenues and expenses from the sales and purchases are recorded on a gross basis as we act as a principal in these transactions by assuming control of the purchased commodity before it is transferred to the customer. The purchases and sales of crude oil are recorded at the prevailing market prices.

Leases In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02 (ASU 2016-02): Leases. The standard requires lessees to recognize a right of use asset and lease liability on the balance sheet for the rights and obligations created by leases. ASU 2016-02 also requires disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. In July 2018, the FASB issued Accounting Standards Update No. 2018-11 (ASU 2018-11): Leases (Topic 842): Targeted Improvements, which provides for an alternative transition method by allowing entities to initially apply the new leases standard at the adoption date (such as January 1, 2019) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption (comparative periods presented in the financial statements will continue to be in accordance with current GAAP (Topic 840, Leases)). The standard will be effective for annual and interim periods beginning after December 15, 2018, with earlier application permitted.

In the normal course of business, we enter into capital and operating lease agreements to support our exploration and development operations and lease assets, such as drilling rigs, platforms, field services and well equipment, office space and other assets. We will adopt the new standard on the effective date of January 1, 2019, using a modified retrospective approach as permitted under ASU 2018-11. We plan to make certain elections allowing us to not reassess contracts that commenced prior to adoption of the standard, not recognize right of use assets or lease liabilities associated with leases of terms less than 12 months, and account for existing land easements under our current accounting policy.

We continue to execute a project plan, which includes contract review and assessment, data collection, and evaluation of our systems, processes and internal controls. In addition, we are implementing a new lease accounting software which will facilitate the adoption of this standard. Although we continue to assess the impact of the standard on our consolidated financial statements, we believe adoption and implementation will result in an increase to assets and liabilities, as well as additional disclosures. We do not expect a material impact on our consolidated statement of operations.

Accumulated Other Comprehensive Income In February 2018, the FASB issued Accounting Standards Update No. 2018-02 (ASU 2018-02): Income Statement – Reporting Comprehensive Income, to allow reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. ASU 2018-02 will be effective for annual and interim periods beginning after December 15, 2018, with earlier application permitted. As of September 30, 2018, we have a disproportionate tax effect of approximately $7 million stranded in accumulated other comprehensive income. We are currently evaluating the provisions of ASU 2018-02.

Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04): Intangibles – Goodwill and Other – Simplifying the Test for Goodwill Impairment, to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the new standard, we will perform our goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, with an impairment charge being recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 will be effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the provisions of ASU 2017-04.

Financial Instruments: Credit Losses In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13): Financial Instruments – Credit Losses, which replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses. The update is intended to provide financial statement users with more useful information about expected credit losses. The amended standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. From evaluation of our current credit portfolio, which includes receivables for commodity sales, joint interest billings due from partners and other receivables, historical credit losses have been de minimis and we believe that our expected future credit losses would not be significant. As such, we do not believe adoption of the standard will have a material impact on our financial statements.

Derivatives and Hedging – Targeted Improvements to Accounting for Hedging Activities In August 2017, the FASB issued Accounting Standards Update No. 2017-12 (ASU 2017-12): Derivatives and Hedging – Targeted Improvements to Accounting for Hedging Activities. The update is intended to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition to that main objective, ASU 2017-12 makes certain targeted improvements to simplify the application of the hedge accounting guidance in current US GAAP. The amended standard is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the provisions of ASU 2017-12.

Intangibles—Goodwill and Other—Internal-Use Software In August 2018, the FASB issued Accounting Standards Update No. 2018-15 (ASU 2018-15): Intangibles—Goodwill and Other—Internal-Use Software, to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amended standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the provisions of ASU 2018-15.

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



	Three Months Ended September 30,						Nine Months Ended September 30,
(millions)	2018			2017			2018			2017
Sales of Purchased Oil and Gas and Other
Sales of Purchased Oil and Gas ⁽¹⁾	$	72		$	—		$	191		$	—
Income from Equity Method Investees	44			46			140			125
Midstream Services Revenues – Third Party	21			7			49			12
Total	$	137		$	53		$	380		$	137
Production Expense
Lease Operating Expense	$	124		$	151		$	411		$	414
Production and Ad Valorem Taxes	47			31			151			104
Gathering, Transportation and Processing Expense	97			93			292			333
Other Royalty Expense	5			5			32			15
Total	$	273		$	280		$	886		$	866
Exploration Expense
Leasehold Impairment	$	—		$	33		$	—		$	51
Seismic, Geological and Geophysical	4			7			17			20
Staff Expense	14			11			41			40
Other	7			13			31			25
Total	$	25		$	64		$	89		$	136
Other Operating Expense (Income), Net
Marketing Expense ⁽²⁾	$	11		$	6		$	21		$	39
Purchased Oil and Gas⁽¹⁾	76			—			204			—
Clayton Williams Energy Acquisition Expenses	—			4			—			98
Gain on Asset Retirement Obligation Revisions ⁽³⁾	(10		)	(42		)	(21		)	(42		)
Other, Net	1			17			18			37
Total	$	78		$	(15	)	$	222		$	132
Other Non-Operating (Income) Expense, Net
Gain on Investment in Shares of Tamar Petroleum Ltd., Net⁽⁴⁾	$	(32	)	$	—		$	(6	)	$	—
Loss (Gain) on Extinguishment of Debt, Net	—			98			(3		)	98
Other, Net	(2		)	2			(1		)	(4		)
Total	$	(34	)	$	100		$	(10	)	$	94



(millions)	September 30, 2018			December 31, 2017
Accounts Receivable, Net
Commodity Sales	$	475		$	455
Joint Interest Billings	147			207
Other	90			103
Allowance for Doubtful Accounts	(14		)	(17		)
Total	$	698		$	748
Other Current Assets
Inventories, Materials and Supplies	$	52		$	66
Inventories, Crude Oil	34			16
Assets Held for Sale⁽¹⁾	—			629
Restricted Cash ⁽²⁾	1			38
Investment in Shares of Tamar Petroleum Ltd. ⁽³⁾	165			—
Prepaid Expenses and Other Current Assets	57			31
Total	$	309		$	780
Other Noncurrent Assets
Equity Method Investments ⁽⁴⁾	$	295		$	305
Customer-Related Intangible Assets ⁽⁵⁾	318			—
Mutual Fund Investments	58			57
Net Deferred Income Tax Asset	25			25
Other Assets, Noncurrent	78			74
Total	$	774		$	461
Other Current Liabilities
Production and Ad Valorem Taxes	$	112		$	84
Commodity Derivative Liabilities	294			58
Income Taxes Payable	57			18
Asset Retirement Obligations ⁽⁶⁾	92			51
Interest Payable	87			67
Current Portion of Capital Lease Obligations	44			61
Liabilities Associated with Assets Held for Sale ⁽¹⁾	—			55
Compensation and Benefits Payable	76			98
Other Liabilities, Current	123			86
Total	$	885		$	578
Other Noncurrent Liabilities
Deferred Compensation Liabilities	$	182		$	197
Asset Retirement Obligations ⁽⁶⁾	582			824
Marcellus Shale Firm Transportation Commitment ⁽⁷⁾	69			76
Production and Ad Valorem Taxes	60			69
Commodity Derivative Liabilities	100			15
Other Liabilities, Noncurrent	82			64
Total	$	1,075		$	1,245



	Nine Months Ended September 30,
(millions)	2018		2017
Cash and Cash Equivalents at Beginning of Period	$	675	$	1,180
Restricted Cash at Beginning of Period	38		30
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	$	713	$	1,210
Cash and Cash Equivalents at End of Period	$	720	$	564
Restricted Cash at End of Period	1		—
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	721	$	564