First Quarter 2019 Earnings May 3, 2019 www.nblmidstream.com - - PowerPoint PPT Presentation

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First Quarter 2019 Earnings

May 3, 2019

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Forward Looking Statements

This presentation contains certain “forward-looking statements” within the meaning of federal securities law. Words such as “anticipates”, “believes”, “expects”, “intends”, “will”, “should”, “may”, “estimates”, and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Noble Midstream Partners LP’s (Noble Midstream or the Partnership) current views about future events. No assurances can be given that the forward-looking statements contained in this presentation will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, without limitation, our customers’ ability to meet their drilling and development plans, changes in general economic conditions, competitive conditions in the Partnership’s industry, actions taken by third-party operators, gatherers, processors and transporters, the demand for crude oil and natural gas gathering and processing services, the Partnership’s ability to successfully implement its business plan, the Partnership’s ability to complete internal growth projects on time and on budget, the ability of third parties to complete construction of pipelines in which the Partnership holds equity interests on time and on budget, the price and availability of debt and equity financing, the availability and price of crude oil and natural gas to the consumer compared to the price of alternative and competing fuels, and other risks inherent in the Partnership’s business, including those described under “Risk Factors” and “Forward-Looking Statements” in the Partnership's most recent Annual Report on Form 10-K and in other reports on we file with the Securities and Exchange Commission (SEC). These reports are also available from the Partnership’s office or website, www.nblmidstream.com. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Noble Midstream does not assume any obligation to update forward-looking statements should circumstances, management’s estimates, or opinions change. This presentation also contains certain non-GAAP measures of financial performance that management believes are good tools for internal use and the investment community in evaluating Noble Midstream’s overall financial performance. Please see slides 23 and 24 for definitions and reconciliations of the non-GAAP financial measures used in this presentation to the most directly comparable GAAP financial measures.

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1Q19 and Recent Highlights

1. Figures are Non-GAAP; see definition and reconciliation in Appendix hereto 2. Net Adjusted EBITDA is Adjusted EBITDA attributable to the Partnership 3. Figures are Non-GAAP; Annualized leverage defined as 1Q Debt / (1Q EBITDA * 4) or $730 million /($63 million *4)

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▪ In-line or Exceeded Guidance Across All Categories; Capturing Meaningful Capital Efficiencies in Base Business ▪ Net Adjusted EBITDA¹,² in upper half of guidance ▪ Net Capital Expenditures below guidance and down 72% compared to 1Q18 ▪ Robust Gathering Segment Contribution ▪ Record Boe/d gathering and sales volumes; up 73% from 1Q18 ▪ Continued Peer-leading Distribution Growth/Coverage and Financial Strength ▪ 20% DPU increase over 1Q18, 1.9x Distribution Coverage Ratio¹, 2.9x Annualized Leverage Ratio³ ▪ Closed Transformational Permian Equity Investments ▪ Exercised and closed equity investment options in the EPIC Crude Pipeline (30%) and EPIC Y-Grade Pipeline (15%)

▪ Secured $200 MM preferred equity commitment for EPIC Crude Pipeline

▪ Closed 50/50 joint venture, Delaware Crossing, for crude oil pipeline and gathering system from southern Delaware to Wink

▪ Projects accelerate shift to Permian, further bolster growth and add stable,

contracted free cash flows

▪ Anticipate 50% net Adjusted EBITDA¹,² contribution from the Permian exiting 2020

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Actuals 1Q Guidance 1Q v 4Q 1Q v 1Q 1Q18¹ 4Q18 1Q19 Gross Volumes Oil Gathered (MBbl/d)² 134 233 228 225

• 235
• 2%

70% Gas Gathered (MMcf/d) 191 307 353 335

• 350

15% 85% MBoe/d² 166 284 287 280

• 293

1% 73% PW Gathered (MBw/d) 47 148 142 135

• 145
• 4%

203% FW Delivered (MBw/d) 168 180 220 190

• 210

22% 31% Financials ($MM) Net Income ($MM) 39 57 63 60

• 67

12% 62% Gross EBITDA ($MM)³ 59 81 91 85

• 93

11% 55% Net Adjusted EBITDA ($MM)3,4 55 59 63 60

• 64

7% 14% DCF ($MM)³ 48 47 54 48

• 52

15% 13% Distribution Coverage Ratio 2.3x 1.8x 1.9x 1.7x

• 1.9x

Gross Capex ($MM)⁵ 249 66 75 115

• 135

14%

• 70%

Net Capex ($MM)⁵ 128 35 36 60

• 75

3%

• 72%

First Quarter 2019 Actuals vs. Guidance

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1. Black Diamond Gathering contribution included for period following January 31, 2018 close 2. Includes crude oil sales volumes 3. Figures are Non-GAAP, see definition and reconciliation provided in appendix hereto 4. “Net Adjusted EBITDA” is Adjusted EBITDA attributable to the partnership 5. Excludes additions to investments

✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

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Robust Gathering Segment Fundamentals in Delaware Basin

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1Q Delaware Basin Highlights

12 39 45 87 135 166 155 182 - 211 20 40 60 80 100 120 140 160 180 200 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2019E

Delaware Basin Oil, Gas and Water Gathering and Sales Throughput¹ (MBoew/d)

+18% +92% +55% +210%

• Oil, Gas and Produced Water Gathering Throughput Lower Versus 4Q18 as Anticipated; Increased

>3x Year-over-Year

• Connected 9 wells for infield oil, gas, & water gathering for NBL
• Throughput growth anticipated to resume in 2Q19
• Nearly 100 Cumulative Wells Connected Across Five Central Gathering Facilities Since 3Q17
• Average CGF availability of 99% during 1Q19
• NBL Activity Timed to Match Row Development with Additional Takeaway Capacity in 2H19
• Gathering ~95% of NBL Permian production in 2019, compared to ~70% in 2018
• Gained New Third-party Gathering Customer for Oil, Gas, and Produced Water with NBL’s 1Q19

Southwest Delaware Acreage Monetization

• Over ~30k gross acres dedicated from multiple third-parties for oil, gas and produced water infield gathering
• 10 to 15 third-party wells anticipated in 2019

1. Advantage excluded from total throughput due to accounting treatment as investment income

+23%

5

• 7%

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Strong Customer Activity in DJ Basin Driving Growth

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1Q DJ Basin Highlights

• Oil, Gas and Produced Water Gathering and Sales Throughput Increased 3% Over 4Q18; Up >1.5x

Year-over-Year

• Growth driven by Green River and Laramie River DevCos
• No new well connections at Wells Ranch or East Pony in Colorado River during 1Q19
• Record Contribution from Mustang Oil, Gas and Produced Water Gathering in Green River DevCo
• Oil and gas throughput averaged 35 MBoe/d, up ~10 MBoe/d vs 4Q18
• Diversified gas outlets with delivery to 3 processing providers
• Continued Basin-wide Processing Additions in 2019 a Catalyst for Volume Growth Across the

Basin in the Future

110 132 167 191 212 266 273 277-304 100 120 140 160 180 200 220 240 260 280 300 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2019E

DJ Basin Oil, Gas and Water Gathering and Sales Throughput (MBoew/d)

+21% +26% +15% +11% +26%

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+3%

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▪ Financial Focus on Maintaining Healthy Liquidity and Prudent Leverage Through

Construction Period for EPIC and Delaware Crossing Investments

▪

Ended 1Q19 with liquidity of $580 MM

▪

$570 MM remaining revolver capacity plus $350 MM accordion feature ($920 MM total)

▪ Secured $200 MM Preferred Equity Commitment for EPIC Crude Pipeline

▪

Favorable terms, including annual dividend rate of 6.5% and ability to accrue unpaid dividends during first two years following closing

▪

$100 MM funded in 1Q19, remaining tranche available for one year period following closing

▪ Temporary Increase in Annualized Leverage¹ to ~4x-4.25x at Year-end 2019

▪

Clear path to ~3x long-term as equity investments contribute meaningfully to the Partnership

Maintain Strong Financial Framework While Executing on Opportunities

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16% 15% 13%-16% 0% 3% 6% 9% 12% 15% 18% 2018 2019E² Long-Term Corporate ROACE1,3 Prudent Use of Balance Sheet Investment Discipline Investment Discipline Conservative Distribution Policy

1. Figures are Non-GAAP; see definition and reconciliation in Appendix hereto 2. Excludes impact from EPIC Crude and EPIC Y-Grade pipeline 3. Return on average capital employed: earnings before interest and taxes divided by (average total assets – average current liabilities); see definition provided in appendix

2.3x ~3x 4-4.25x x 1x 2x 3x 4x 5x 2018 YE2019E Long-Term Year-end Leverage1 1.5x-1.6x >1.3x 2.0x .0x .5x 1.0x 1.5x 2.0x 2.5x 2018 2019E Long-Term Distribution Coverage Ratio 1

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Quarterly Fluctuations from Fresh Water Segment

▪ Record Gross Fresh Water Delivery Volumes in 1Q19 Reflect Delivery to 4 Completion Crews

• vs. 3 During 4Q18

▪ On average, anticipate delivery to approximately 3 crews in 2019 in DJ Basin

▪ Gross Fresh Water Volumes up 22% in 1Q19 Compared to 4Q18

▪ Net fresh water delivery volumes were down 12% sequentially with NBL focus in 25% owned Green

River and San Juan River DevCos

▪ Meaningful De-risking of Segment Through Wells Ranch MVC Which Commenced in 2019

▪ 50 MBw/d in 2019; 60 MBw/d in 2020-2021 0% 20% 40% 60% 80% 100% 20 40 60 80 100 120 140 160 180 200 220

1Q18 2Q18 3Q18 4Q18 1Q19 2Q19E

Gross MBw/d % Colorado River & Laramie River (100% owned by NBLX) Gross Fresh Water Delivery Volumes and Mix

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Net Adjusted EBITDA¹ ($MM) 55 49 60 59 63 55-61 40 45 50 55 60 65 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19E

2Q is Lowest Quarter for 2nd Year in a Row Net Adjusted EBITDA¹ Anticipated to Resume Growth in 2H19

1. Figures are Non-GAAP; see definition and reconciliation in Appendix hereto

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Strong 1Q Capital Performance Versus Guidance Enhances Flexibility

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▪ Sustainable Savings from Cost Focus, Design

Optimization and Supplier Negotiations

▪ Some changes in third-party activity timing

▪ Realizing Capital Efficiency with Backbone

Infrastructure Complete

▪ Net capital down 72% and net adjusted

EBITDA¹ up 14% vs. 1Q18

▪ Focus on well connections, efficiency

upgrades, and facility utilization

▪ Lower per well connection capital through

time with customer activity focused on multi- well pad development and sister sections

▪ Tracking Toward Low-end to Below Guidance

▪ $335-375 MM gross, $180- $210 MM net ▪ Well positioned to absorb any additional

capital from commercial success or customer activity increases during year

▪ 2019 Equity Investment Expectation

Unchanged at $570 MM to $615 MM for EPIC Crude, EPIC Y-Grade, and Delaware Crossing, Prior to Preferred Equity

▪ Combined $265 MM during 1Q19 ▪ Bulk of remaining equity investment

anticipated in 2Q19 and 3Q19

2019 Capital Efficiencies Reduction in Permian per well connection capital vs. 2018

24% - 35%

Reduction in net development capital vs. 2018

65%

Capital focused on efficient well connections

>35%

1. Figures are Non-GAAP; see definition and reconciliation in Appendix hereto

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Second Quarter and Full-Year 2019 Volume Guidance

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89 217 299 - 325 283-295 287 50 100 150 200 250 300 350 2017 2018 2019E 1Q19 2Q19E

Oil and Gas Gathering

MBoe/d

24 101 160-190 142 160-170 10 20 30 40 50 60 70 80 90 100 110 120 130 140 150 160 170 180 190 200 2017 2018 2019E 1Q19 2Q19E

Produced Water Gathering

MBw/d

156 176 140-170 220 140-160 50 100 150 200 2017 2018 2019E 1Q19 2Q19E

Fresh Water Delivery

MBw/d

▪ 2Q Anticipated as Lowest Quarter for Operating and Financial

Metrics in 2019

▪ Colorado River gathering declines with lower 1H19 activity ▪ Fresh water delivery to 2 crews, down from 4 during 1Q19

▪ Full-year 2019 Gathering Throughput Largely Unchanged

Across Products

▪ Over 40% oil and gas and 70% produced water growth YoY

▪ Gathering Growth Acceleration in 2H19, with 3Q Representing

Quarter with Most TILs

▪ Supported by additional processing (DJ) and long-haul additions

(Delaware)

▪ Fresh Water Volumes Trending Lower for Remainder of 2019

▪ Expected to average between 2 and 3 crews ▪ Financial protection from 50 MBw/d Wells Ranch MVC

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Supporting NBL’s 2019 DJ Basin Program

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▪

Mustang Continues to be a Focus Area for NBL in 2019

▪

Anticipate ~55 wells online compared to 30 in 2018

▪

Diversified Gas Outlets with Delivery to 3 Processing Providers

▪

Significant Long-term Growth Runway with 400+ Existing Permits Via NBL’s Comprehensive Drilling Plan Across 64k Rural Net Acres

2 to 3

Combined Completion Crews for NBL at Green River, Colorado River and San Juan River in 2019

Green River DevCo (25% Owned) Colorado River (100% Owned) ▪

1H19 Gathering Throughput Decline

▪

Planning Additional Gas Offload Capacity at Wells Ranch to Maximize Throughput from Mid-2Q19 and 3Q19 Well Connections

▪

Wells Ranch Fresh Water Delivery MVC of 50 MBw/d

▪

MVC increases to 60 MBw/d in 2020 and 2021

Wells Ranch CGF

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Strong Third-Party Activity in 2019 at Laramie River

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▪

Anticipate Oil, and Produced Water Gathering Throughput Growth in 2019

▪

Expanding Water Infrastructure to Southern Acreage

▪

Fresh Water Delivery Volumes Anticipated Down in 2019 on Delivery to ~1 Completion Crew vs. 1.5 in 2H18

Legacy Third-party Assets (100% NBLX)

93 - 100

MBbl/d 2019E

Black Diamond Gathering (54.4% NBLX)

66

MBbl/d 2018

Black Diamond Gathering Throughput

▪

Strategically Positioned Oil Gathering Asset with Access to All Four Long-haul Outlets in the DJ Basin

▪

12% Increase in Black Diamond System Dedicated Acres in First Year of Ownership

▪

Opportunities to capture additional capital efficient bolt-on acreage remain

▪

Throughput Anticipated at 93 -100 MBbl/d, Nearly 50% Year-over-Year Growth

▪

Driving Capital Synergies Between Black Diamond and Legacy Infrastructure

Milton Terminal

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▪ Gathering ~95% of NBL Permian Production in 2019,

Compared to ~70% in 2018

▪ Blanco River Capital Down Nearly 60% in 2019 vs.

2018

▪ Long growth runway with existing facility capacity ▪ Focus on multi-well pad and row development

▪ Supersystem Connecting Billy Miner and Jesse James

CGFs to be Completed in Late 2Q19

▪ Will maximize uptime and performance ▪ Capital efficient way to support peak production

▪ 2H19 Delaware Basin Oil and Gas Gathering

Throughput up 40% Over 1H19

• NBL activity timed to match row development with

additional takeaway capacity in 2H19

▪ Gained New Third-party Customer with NBL’s 1Q19

Southwest Acreage Monetization

▪ Reviewing submitted development plans for optimized

economics and gathering efficiency

Blanco River Backbone Infrastructure Complete

~60%

20 40 60 80 100 120 140

2018 2019E

Material Decline in 2019 Net Capital Requirements ($MM)

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Project Phase 2018 2019 2020 Y-Grade Mainline Construction & Fractionator Crude Interim Service Via Y-Grade Mainline Permanent Y-Grade Service Crude Mainline Construction Y-Grade Mainline Turnaround

Meaningful Progress on Transformational EPIC Investments

Y-Grade Pipeline Crude Oil Pipeline Equity Ownership 15% 30% Specs 700+ miles, 24-inch 650+ miles, 30-inch Capacity 440 MPBD (transportation); 180 MPBD (fractionation) 590 MBPD out of the Permian 200 MBPD incremental out of Eagle Ford In-Service 1Q2020 Interim service in 3Q19; permanent service Jan. 2020 NBLX Cash Equity Investment $165-$180 MM Funded with unsecured revolving credit facility $330-$350 MM¹ Funded with unsecured revolving credit facility and asset-level preferred investment (up to $200 MM commitment) Milestones ▪ All construction regulatory permits approved ▪ Phase I and II complete, Phase III ~80% complete ▪ Purity pipeline surveying and ROW well underway ▪ Secured long-lead equipment for greenfield fractionator ▪ All construction regulatory permits approved ▪ Construction ~35% complete (on schedule); significant synergies with shared Y-Grade ROW ▪ EPIC dock and multiple terminal interconnects completed by interim service startup Permanent Crude Service

14

1. Prior to preferred financing specific to NBLX’s EPIC Crude Pipeline investment

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Continued Buildout of Delaware Intermediate Gathering Platform

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▪ 1Q19 Advantage Throughput 95 MBbl/d, up 11% year-

• ver-year and >3x since acquisition close

▪ Advantage Full-year 2019 Throughput Anticipated to Average 90-100 MBbl/d

▪ Key volume commitment shipper temporarily utilizing volume credits earned in 2018

▪ 2019 Trinity River DevCo Revenue Anticipated Flat YoY ▪ Strategically Located Asset Expands Infield and Crude Gathering and Transmission Footprint in Southern Delaware Basin to Wink Hub ▪ Signed Additional Customer Dedication in 1Q19, Bringing Total Dedicated Acres to 192,000 ▪ Initial Gathering Commencing in 3Q19

▪ Trunkline to Wink on track for completion in 4Q19

Trinity River Revenue ($MM)

2 16 16 2 4 6 8 10 12 14 16 18 2017 2018 2019E

Trinity River Advantage Pipeline JV (50/50 JV with PAA) & Compression Delaware Crossing JV (50/50 JV with Salt Creek Midstream)

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+20%

Robust 2019 Financial Expectations

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▪

Resilient Volume and Financial Growth in ~$50/Bbl Oil Price Environment

▪

Benefiting from Increasing Exposure to NBL’s Onshore Program

▪

Third-party Businesses Continue to Increase Growth Runway and Contribution to Overall Business

▪

Driving Significant Organic Capital Efficiency and Scale Benefits of Base Business

▪

Permian facilities in place with capacity for growth

▪

Incorporating EPIC Contribution into 2019 Guidance

▪

Prudently Fund Growth Projects and Maintain Strong Distribution Coverage Net Adjusted EBITDA¹ Up Net Development Capital Down DPU Growth

24% to 35%

4Q19E Annualized Leverage¹

11% to 22% 1.5x - 1.6x ~4x - 4.25x

2019 Outlook

1. Figures are Non-GAAP; see definition and reconciliation in Appendix hereto

DCF Coverage¹

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2020 Preview and Outlook Through 2022

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▪

Customer Activity Levels Based on Conservative Oil Price Assumption of ~$50/Bbl

▪

Expect 2020 Net Adjusted EBITDA¹ to Exceed $300 MM, Prior to EPIC Contribution

▪

Estimate NBLX’s Share of EPIC Crude and Y-Grade Equity Cash Flows Totaling ~$50-70 MM² Exiting 2020

▪

Additional growth anticipated in 2021 and beyond

▪

Significant Multi-year Cash Flow Growth and Well Positioned for Self- funding Exiting 2020

▪

No Drop-downs Assumed

108 155 221 245-270 >300 >350-370 4Q16 Annualized 2017 2018 2019E 2020E Net Adjusted EBITDA¹ ($MM)

2020 Preview

Net Adjusted EBITDA¹, Excluding EPIC Share of EPIC Project Equity Cash Flows² 2020 Exit

1. Figures are Non-GAAP; see definition and reconciliation in Appendix hereto 2. Prior to $200 MM preferred equity investment specific to EPIC Crude Pipeline; assumes refinancing

• f project debt

3. Assumes $200 MM preferred equity specific to NBLX’s EPIC Crude investment

Represents 63%+ Growth

• vs. 2018

Organic Outlook Through 2022

20%

Annual DPU Growth

>1.3

Distribution Coverage Ratio¹

~3x

Annualized Leverage1,3 ~4.0-4.25x YE 2019E ~3.5x YE 2020E ~3.0x Long-term

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Quarterly Full Year 1Q19A 2Q19E 2018 2019E Gross Volumes Oil Gathered (MBbl/d) 228 217 – 227 177 235 – 255 Gas Gathered (MMcf/d) 353 395 – 410 239 385 – 420 Oil and Gas Gathered (MBoe/d) 287 283 – 295 217 299 – 325 Produced Water Gathered (MBw/d) 142 160 – 170 101 160 – 190 Fresh Water Delivered (MBw/d) 220 140 – 160 176 140 – 170 Financials ($MM) Net Income 63 45 – 52 189 233 – 257 Adjusted Gross EBITDA¹ 91 76 – 83 277 355 – 380 Adjusted EBITDA¹ 63 55 – 61 223 245 – 270 Distributable Cash Flow¹ 54 39 – 46 182 190 – 205 Distribution Coverage Ratio ¹,² 1.9x 1.3x – 1.5x 2.0x 1.5x – 1.6x Gross Capex³ 75 80 – 90 550 $335 – $375 Net Capex ³ 36 40 – 50 275 $180 – $210 Equity Investments in Delaware Crossing, EPIC Crude and EPIC Y-Grade 265 $570 – $615

2019 Guidance Detail

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1. Includes Non-GAAP measures; see definition in Appendix 2. Estimates include forecasted DPU growth of 4.7% quarterly, or 20% annual 3. Excludes equity investments

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NBLX Asset Map: DJ Basin

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Black Diamond (54.4%) Laramie River DevCo (100%)

• Oil Gathering

Area: East Pony Colorado River DevCo (100%)

• Oil Gathering

San Juan River DevCo (25%)

• FW Delivery

Area: Mustang Green River DevCo (25%)

• Oil Gathering
• Gas Gathering
• PW Gathering
• FW Delivery

Area: Wells Ranch Colorado River DevCo (100%)

• Oil Gathering
• Gas Gathering
• PW Gathering
• FW Delivery

Area: Greeley Crescent Laramie River DevCo (100%)

• Oil Gathering
• PW Gathering
• FW Delivery

Area: Bronco Gunnison River DevCo (5%)

• Oil Gathering
• PW Gathering
• FW Delivery

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NBLX Asset Map: Delaware Basin

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Area: Delaware Basin Blanco River DevCo (40%)

• Oil Gathering
• Gas Gathering
• PW Gathering

Trinity River DevCo (100%)

• HP Gas Compression

Advantage JV (50%) Trinity River DevCo (100%)

• Oil Transmission

Map excludes 13k 3rd-party acres dedicated for oil, gas and produced water gathering in Blanco River.

Delaware Crossing (50%) Dos Rios DevCo (100%)

• Oil Gathering and Transmission

EPIC Crude(30%) & EPIC Y-Grade (15%) Dos Rios DevCo (100%)

• Oil and NGL Transmission

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NBLX Structure

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Noble Midstream Services, LLC Public Unitholders (LP) White Cliffs Pipeline L.L.C. ROFR/Wholly Owned Assets:

• East Pony Gas Gathering
• East Pony Gas Processing
• Eagle Ford Shale Midstream
• Additional DJ Acreage
• Additional Delaware Basin Services

Noble Energy NYSE: NBL Noble Midstream Partners LP NYSE: NBLX Noble Midstream GP LLC 45.4% Limited Partner Interest 100% 3.33% Non-Operating Membership Interest 54.6% Limited Partner Interest 100% Non-Economic General Partner Interest 50% Green River San Juan River Gunnison River Colorado River Laramie River Trinity River Blanco River Controlling Interest 100% 100% 100% 5% 25% 25% 40% 75% 95% Advantage JV 60% 75% Black Diamond 54.4% Dos Rios 100% Delaware Crossing JV 50% EPIC Crude JV EPIC Y-Grade JV 30% 15% Non-Controlling Interest

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Non-GAAP Financial Measures

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This presentation includes Adjusted EBITDA, Distributable Cash Flow, Distribution Coverage Ratio, Annualized Leverage Ratio and ROACE, all of which are non-GAAP measures which may be used periodically by management when discussing our financial results with investors and analysts. As a result of our increased investment in midstream entities during first quarter 2019, we have refined our presentation of Adjusted EBITDA to adjust for items with respect to our unconsolidated

• investments. We now define Adjusted EBITDA as net income before income taxes, net interest expense, depreciation and amortization, transaction expenses, unit-based compensation and certain
• ther items that we do no view as indicative of our ongoing performance. Additionally, Adjusted EBITDA reflects the adjusted earnings impact of our unconsolidated investments by adjusting our

equity earnings or losses from our unconsolidated investments to reflect our proportionate share of their EBITDA. Prior period Adjusted EBITDA has been reclassified to conform to the current period presentation. Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:

• ur operating performance as compared to those of other companies in the midstream energy industry, without regard to financing methods, historical cost basis or capital structure;
• the ability of our assets to generate sufficient cash flow to make distributions to our partners;
• ur ability to incur and service debt and fund capital expenditures;
• and the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

As a result of our increased investment in midstream entities during first quarter 2019, we have also refined our presentation of Distributable Cash Flow to adjust for items with respect to our unconsolidated investments. We now define Distributable Cash Flow as Adjusted EBITDA plus distributions received from our unconsolidated investments less our proportionate share of Adjusted EBITDA from unconsolidated investments, estimated maintenance capital expenditures and cash interest paid. Prior period distributable cash flow has been reclassified to conform to the current period presentation. Distributable Cash Flow is used by management to evaluate our overall performance. Our partnership agreement requires us to distribute all available cash on a quarterly basis, and Distributable Cash Flow is one of the factors used by the board of directors of our general partner to help determine the amount of available cash that is available to our unitholders for a given period. We define Distribution Coverage Ratio as Distributable Cash Flow divided by total distributions declared. The Distribution Coverage Ratio is used by management to illustrate our ability to make our distributions each quarter. We define ROACE as earnings before interest and taxes divided by (average total assets – average current liabilities). ROACE is used by management to measure the efficiency of the utilization of the capital that we employ. We define Annualized Leverage Ratio as total debt divided by quarterly adjusted EBITDA attributable to the Partnership, annualized for four quarters. Annualized Leverage Ratio is used by management to assess our ability to incur and service debt and fund capital expenditures. We believe that the presentation of Adjusted EBITDA, Distributable Cash Flow, Distribution Coverage Ratio, Annualized Leverage Ratio and ROACE provide information useful to investors in assessing our financial condition and results of operations. The GAAP measure most directly comparable to Adjusted EBITDA, Distributable Cash Flow, Distribution Coverage Ratio, Annualized Leverage Ratio and ROACE is Net Income. Adjusted EBITDA, Distributable Cash Flow, Distribution Coverage Ratio, Annualized Leverage Ratio and ROACE should not be considered alternatives to net income or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA, Distributable Cash Flow, Distribution Coverage Ratio, Annualized Leverage Ratio and ROACE exclude some, but not all, items that affect net income, and these measures may vary from those of other companies. As a result, Adjusted EBITDA, Distributable Cash Flow, Distribution Coverage Ratio, Annualized Leverage Ratio and ROACE as presented herein may not be comparable to similarly titled measures of other companies. Noble Midstream does not provide guidance on the reconciling items between forecasted Net Income, forecasted Adjusted EBITDA, forecasted Distributable Cash Flow and forecasted Distribution Coverage Ratio due to the uncertainty regarding timing and estimates of these items. Noble Midstream provides a range for the forecasts of Net Income, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio to allow for the variability in timing and uncertainty of estimates of reconciling items between forecasted Net Income, forecasted Adjusted EBITDA, forecasted Distributable Cash Flow and forecasted Distribution Coverage Ratio. Therefore, the Partnership cannot reconcile forecasted Net Income to forecasted Adjusted EBITDA, forecasted Distributable Cash Flow or forecasted Distribution Coverage Ratio without unreasonable effort. In addition to Net Income, the GAAP measure most directly comparable to Adjusted EBITDA and Distributable Cash Flow is net cash provided by operating activities. Adjusted EBITDA and Distributable Cash Flow should not be considered alternatives to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Due to the forward-looking nature of net cash provided by operating activities, management cannot reliably predict certain of the necessary components of the most directly comparable forward-looking GAAP measures, such as future impairments and future changes in working capital. Accordingly, Noble Midstream is unable to present a quantitative reconciliation of the aforementioned forward-looking non-GAAP financial measures to net cash provided by operating activities. Amounts excluded from these non-GAAP measures in future periods could be significant.

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Non-GAAP Reconciliation

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Q2 2019E FY 2019E ($ thousands) Q1 2018 Q2 2018 Q3 2018 Q4 2018 2018 Q1 2019 Low High Low High Reconciliation from Net Income Net Income 39,136 44,442 48,703 56,595 188,876 63,255 44,950 52,400 233,100 257,100 Add: Depreciation and Amortization 11,329 16,371 18,376 19,238 65,314 19,351 21,000 21,000 83,000 83,000 Interest Expense, Net of Amount Capitalized 1,033 1,681 3,506 4,272 10,492 5,230 6,100 6,100 25,000 25,000 Income Tax Provision 74 183 (94) 58 221 107 100 100 400 400 Transaction and Integration Expenses 5,969 1,280 301 52 7,602 57 Unit-Based Compensation and Other 321 393 343 1,335 2,392 545 1,650 1,650 3,500 3,500 Proportionate Share of Equity Method Investment EBITDA Adjustments 704 638 579 (221) 1,700 2,003 2,000 2,000 10,000 11,000 Adjusted EBITDA 58,566 64,988 71,714 81,329 276,597 90,548 75,800 83,250 355,000 380,000 Less: Adjusted EBITDA Attributable to Noncontrolling Interests 3,585 15,691 11,784 22,393 53,453 27,698 21,000 22,000 110,500 110,500 Adjusted EBITDA Attributable to Noble Midstream Partners LP 54,981 49,297 59,930 58,936 223,144 62,850 54,800 61,250 244,500 269,500 Plus: Distributions from Equity Method Investments 2,255 1,265 2,799 2,900 9,219 6,659 200 250 12,000 12,500 Less: Proportionate Share of Equity Method Investment Adjusted EBITDA 2,566 3,571 3,353 4,090 13,580 3,031 2,000 3,500 14,000 25,000 Cash Interest Paid 2,407 4,030 4,728 5,065 16,230 6,558 8,000 7,000 31,500 31,500 Maintenance Capital Expenditures 4,540 4,772 5,406 5,721 20,439 5,955 6,000 5,000 21,000 21,000 Distributable Cash Flow of Noble Midstream Partners LP 47,723 38,189 49,242 46,960 182,114 53,965 39,000 46,000 190,000 204,500 Distribution 21,048 22,306 23,620 25,613 92,587 27,792 30,050 30,050 125,148 125,148 Distribution Coverage Ratio 2.3 1.7x 2.1x 1.8x 2.x 1.9x 1.3x 1.5x 1.5x 1.6x

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Joint Venture Reporting Summary

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NBLX Controls and Consolidates

Joint Venture ▪ Black Diamond Gathering (Laramie River DevCo)

NBLX Does Not Consolidate

Distributable Cash Flow¹ ▪ Advantage Pipeline (Trinity River DevCo) ▪ EPIC Crude Pipeline (Dos Rios DevCo) ▪ EPIC Y-Grade Pipeline (Dos Rios DevCo) ▪ Delaware Crossing (Dos Rios DevCo) Net Income Includes 100% of JV Net Income (consolidated throughout income statement line items) Net Income Attributable to the Partnership NBLX's ownership % of JV Net Income (excludes net income attributable to noncontrolling interests) Gross Adjusted EBITDA¹ Includes NBLX’s proportionate share of JV Net Income (included in earnings from equity investments) Adjusted EBITDA¹ Attributable to the Partnership Includes NBLX’s proportionate share of JV Net Income (included in earnings from equity investments) Includes 100% of Adjusted EBITDA NBLX’s proportionate share of JV EBITDA (excludes EBITDA attributable to noncontrolling interests) Includes NBLX’s proportionate share of JV EBITDA Includes NBLX’s proportionate share of JV EBITDA Adjusted EBITDA attributable to the Partnership plus distributions received from our unconsolidated investments less our proportionate share of Adjusted EBITDA from unconsolidated investments, estimated maintenance capital expenditures and cash interest paid

1. Figures are Non-GAAP; see definition and reconciliation in Appendix hereto Note: White Cliffs excluded given cost method accounting treatment

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1001 Noble Energy Way Houston, TX 77070

Contact Information

Megan Repine Investor Relations megan.repine@nblmidstream.com 832.639.7380