Acquisition of Noble Energy, Inc.

12 Months Ended

Dec. 31, 2021

On October 5, 2020, the company acquired Noble Energy, Inc., an independent oil and gas exploration and production company. Noble’s principal upstream operations are in the United States, the Eastern Mediterranean and West Africa. Noble’s operations also include an integrated midstream business in the United States. The acquisition of Noble provides the company with low-cost proved reserves, attractive undeveloped resources and cash-generating assets.

The aggregate purchase price of Noble was $4,109, with approximately 58 million shares of Chevron common stock issued as consideration in the transaction, representing approximately 3 percent of shares of Chevron common stock outstanding immediately after the acquisition. As part of the transaction, the company recognized long-term debt and finance leases with a fair value of $9,231.

The acquisition was accounted for as a business combination under ASC 805, which requires assets acquired and liabilities assumed to be measured at their acquisition date fair values. Provisional fair value measurements were made for acquired assets and liabilities, and adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as information necessary to complete the analysis is obtained. Oil and gas properties were valued using a discounted cash flow approach that incorporated internally generated price assumptions and production profiles together

with appropriate operating cost and development cost assumptions. Debt assumed in the acquisition was valued based on observable market prices for Noble’s debt. As a result of measuring the assets acquired and the liabilities assumed at fair value, there was no goodwill or bargain purchase recognized.

The following table summarizes the values assigned to assets acquired and liabilities assumed:


	At October 5, 2020
Current assets	$	1,105
Investments and long-term receivables	1,282
Properties (includes $14,935 for oil and gas properties)	16,703
Other assets	607
Total assets acquired	19,697
Current liabilities	1,829
Long-term debt and finance leases	9,231
Deferred income taxes	2,355
Other liabilities	1,394
Total liabilities assumed	14,809
Noncontrolling interest and redeemable noncontrolling interest	779
Net assets acquired	$	4,109

The following unaudited pro forma summary presents the results of operations as if the acquisition of Noble had occurred January 1, 2019:


	Year ended December 31
	2020		2019
Sales and other operating revenues	$	96,980	$	144,303
Net income	$	(9,890)	$	1,412

The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may differ significantly from this pro forma financial information. The pro forma information does not reflect any synergistic savings that might be achieved from combining the operations and is not intended to reflect the actual results that would have occurred had the companies actually been combined during the periods presented.