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Investor Presentation September 2017 www.nblmidstream.com Noble - - PowerPoint PPT Presentation

Investor Presentation September 2017 www.nblmidstream.com Noble Midstream Partners LP Overview Partnership Overview Premier E&P Sponsorship Noble Midstream Partners LP (NBLX) is a midstream MLP formed by sponsor, Noble Energy,


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www.nblmidstream.com

Investor Presentation

September 2017

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www.nblmidstream.com

Noble Midstream Partners LP Overview

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  • Noble Midstream Partners LP (“NBLX”) is a midstream

MLP formed by sponsor, Noble Energy, Inc. (“NBL”), to support the development of its leading liquids shale plays

  • NBLX provides a diverse set of midstream services
  • Crude oil gathering, treating and transmission
  • Natural gas gathering
  • Produced water gathering and freshwater delivery
  • NBLX’s development company (“DevCo”) structure

provides multiple avenues for organic and drop down growth

  • NBLX holds significant dedications in two leading U.S. oil

shale basins Partnership Overview Premier E&P Sponsorship

Noble Midstream GP LLC

(NYSE: NBL) (NYSE: NBLX)

Noble Midstream Services, LLC DevCos

Public Unitholders

0-95% Non-Controlling Interests 100% 100% 49.9% LP Interest 50.1% LP Interest / IDRs Non-economic GP Interest 5-100% Controlling Interests

DJ Basin 300,000 net acres Delaware Basin 111,000 net acres Acreage Dedications

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Delaware Basin

Midstream Services Portfolio

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Dedicated Service DevCo NBLX Ownership IDP Producer Dedicated Acres (~) Crude Oil Gathering Gas Gathering

  • Prod. Water

Gathering Fresh Water Delivery Crude Oil Transmission Colorado River 100% Wells Ranch NBL 78k

   

East Pony 44k

Blanco River 40% Delaware Basin NBL 111k

  

Trinity River 100% Delaware Basin

*

Laramie River 100% Greeley Crescent SRCI 33k

  

NBL 32k

  

Green River 25% Mustang NBL 75k

   

San Juan River 25% East Pony NBL 44k

Gunnison River 5% Bronco NBL 36k

  

Blanco River 40% Interest

DJ Basin

Trinity River 100% Interest

NBL Acreage 3rd Party Acreage NBL ROFR Acreage Existing NBLX Pipelines Planned NBLX Pipelines Central Gathering Facility Oil Treating Facility Integrated Development Plan Areas (“IDPs”) * 64k acres acquired by NBL from CWEI is dedicated to NBLX; NBL’s legacy Delaware Basin acres (~47k) dedicated to the Advantage Pipeline JV

Laramie River 100% Interest Gunnison River 5% Interest Green River 25% Interest San Juan River 25% Interest Colorado River 100% Interest

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Recent Highlights

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Actuals 3Q Guidance % Change to Mid- Point

Gross Volumes

1Q 2Q Record Prior Current Oil Gathered (MBbl/d) 44 54

56 – 62 68 – 72 19% Gas Gathered (MMcf/d) 112 122

130 – 144 142 – 148 6% Oil and Gas Gathered (MBoe/d) 63 74

78 – 86 92 – 97 15% Produced Water Gathered (MBw/d) 9 13

18 – 22 25 – 27 30% Fresh Water Delivered (MBw/d) 129 184

100 – 130 170 – 180 52%

Financials ($MM)

Gross

Net Income $35 $39

$33 – $36 $42 – $43 23% EBITDA1 $37 $42

$35 – $41 $45 – $49 24%

Attributable to the Partnership

EBITDA1 $26 $34

$32 – $39 $43 – $47 27% Distributable Cash Flow1 $24 $30

$27 – $33 $37 – $40 32% DCF Coverage1,2 1.8x 1.9x 1.6x – 1.9x 2.2x – 2.4x 32%

Growth Projects and Well Performance Driving 3Q Guidance Increases Following Record 2Q Results Setting Records in 2Q 2017

  • Record Results in Volumes and

Financial Metrics Ahead of Key Gathering Growth Projects Commencing in 3Q

  • 2Q Annualized Leverage: 1.4x
  • Closed Advantage JV and

Inaugural Dropdown

  • 8.5% DPU Growth Above 1Q DPU
  • 2.3x DCF Coverage Pro Forma for

Full Second Quarter Dropdown Interest

3Q 2017 Guidance Raised

  • Strong Well Performance and

Fresh Water per Well Demand Continuing in 3Q

  • Successful Startup of 1st

Delaware Basin CGF and DJ Basin Third-Party Gathering System

1. Non-GAAP measures; see reconciliation to GAAP measures in Appendix 2. Estimates include forecasted DPU growth of 4.7% quarterly, or 20% annual

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Building for Sustainable, Long-Term Growth

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63 74 95

25 75

1Q 2017 2Q 2017 3Q (E) Midpoint

Gross Oil & Gas Gathered (MBoe/d)

$26 $34 $45 1.8x 1.9x 2.3x

.x .5x 1.x 1.5x 2.x 2.5x 10 20 30 40 50 60 1Q 2017 2Q 2017 3Q (E) Midpoint

Net EBITDA and DCF Coverage 1

Net EBITDA ($MM) DCF Coverage +33% +29%

2Q 3Q 4Q

2nd Delaware Basin CGF 2017 Growth Projects: 1st Delaware Basin CGF online & connected to Advantage DJ Basin third-party gathering system online SRC fresh water system online

Current Outlook 2017 – 2020 + CAGR Pro Forma Drop Down Net EBITDA1 > 20%  Distributable Cash Flow1 > 20%  Distribution per Unit2 20%  DCF Coverage1,2 (in all years) > 1.3x  Leverage (in all years) < 2.5x 

1. Non-GAAP measures; see reconciliation to GAAP measures in Appendix 2. Estimates include forecasted DPU growth of 4.7% quarterly, or 20% annual

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Consistently Enhancing Top-Tier Growth Outlook

2017 – 2020 DPU Growth Objective at IPO (September 2016) 20% Enhancements Since IPO:  Fresh Water Delivery Per Well Demand Nearly Triples Enhanced completions driving increased fresh water demand

  • Sep. ‘16

 NBL USO Update Higher activity + increased type curves in both DJ and Delaware

  • Nov. ‘16

 Advantage Pipeline JV Acquisition Delaware Basin crude transmission added to portfolio

  • Feb. ‘17

 Delaware Basin Gas Gathering Dedication NBL’s legacy 47,000 Delaware Basin acres

  • Apr. ‘17

 Clayton Williams Gathering Dedication Oil, gas and produced water gathering on 64,000 Delaware Basin acres

  • Apr. ‘17

 Inaugural Dropdown Transaction Accretive transaction providing additional exposure to Permian Basin

  • Jun. ‘17

 Record Oil and Gas System Throughput NBL’s DJ horizontal wedge production driving record gathering throughput 2Q ‘17 2017 – 2020 DPU Growth Objective (September 2017) 20%

  • Extends 20% Growth

Horizon

  • Durability to

Distribution Through Commodity Cycles

  • Improves Already

Strong Coverage and Leverage Outlook

  • Provides Financial

Flexibility for Complementary Growth Opportunities

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Southern Delaware Basin Crude Oil Pipeline 50/50 JV with PAA $133mm ($66.5 mm net) 70 miles 150 MBbl/d Capacity Closed April 3, 2017

Recent Acquisitions

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  • Two Acquisitions Closed in 2Q Totaling $337mm
  • 2017 M&A and net capital spending estimated to total approximately $530mm;

funded with ~30% equity (June 2017 PIPE)

  • Balance sheet remains strong with 2Q annualized leverage at 1.4x
  • 2018 EBITDA Multiple Expected to be 6.8x – 7.8x From Acquired Assets
  • Significant Steps Toward 2020 Goal of ~50% of Partnership EBITDA From

the Permian Basin

Inaugural Dropdown Additional DevCo Interests Acquired for $270mm DJ & Delaware Basin Closed June 27, 2017

Dropdown and Private Placement (PIPE) Review

  • Acquired 20% of Colorado River DevCo and 15% of Blanco River DevCo from NBL
  • $270mm purchase price; funded by $143mm PIPE, approximately $25mm in units to NBL and

$102mm borrowing under credit facility

  • Priced $143mm PIPE on June 20, 2017 at 80% Premium to IPO Price
  • Execution Despite Challenging Market Backdrop
  • First MLP PIPE since Jan. 2017 and first PIPE to fund a dropdown since Nov. 2015
  • MLP Investor Participation (6 Existing Investors, 2 New Investors)
  • Transaction Merited in Upside and Defensive Commodity Price Curves
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www.nblmidstream.com 82 80 91 104 120 120 294 250 217 227 50 100 150 200 250 300 350 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16 2Q '16 3Q '16 4Q '16 1Q '17 2Q '17

$20 $27 $34

Gathering EBITDA Normalized FW Actual FW

Conservative Financial Management of Freshwater Segment

Gathering EBITDA

2Q 2017 NBLX Net EBITDA and Distribution Coverage (1,2)

Normalized Freshwater Delivery EBITDA (3) Actual Freshwater Delivery EBITDA Implied Distribution Coverage of 2Q Distribution x

1.5x 1.9x

1. Non-GAAP measures; see reconciliation to GAAP measures in Appendix 2. G&A allocated to gathering and freshwater delivery based on proportionate share of EBITDA; coverage figures reflect full net maintenance capital totals 3. Assumes 1H 2016 average water volumes / equivalent well 8

1.0x 1.2x

2Q Pro Forma for Full Quarter Including Drop Down x

2.3x 1.8x

~200% Higher than 1Q15 – 2Q16 Average

NBL Fresh Water per Equivalent Well

1Q ’15 – 2Q ‘16 Average = 100 126 268 50 100 150 200 250 300 East Pony federal Wells Ranch

2Q 2017 Average Fresh Water per Equivalent Well (MBw)

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2017 Capital Budget

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2017 Capital Projects Well Aligned with Producers’ Growth Objectives

Colorado River 6% Laramie River 28% Green River 12% Blanco River 48% Trinity River 6%

Gross Capital

$365 - $405 MM 2017(E) Capital (1)

NBL DJ NBL DJ NBL DJ DJ 3rd Party Delaware Basin

2.0 2.5 9.0

1 2 3 4 5 6 7 8 9 10

2015 2016 3Q 2017

Rigs on NBLX Dedicated Acreage

1. Excludes Acquisition Capital

DJ Basin Delaware Basin DevCo % Ownership Colorado River 100% Laramie River 100% Green River 25% Blanco River 40% Trinity River 100% Expected 2017 Capital Investment

  • ~ 24 miles of

gathering lines

  • Wells Ranch

produced water expansion

  • Infrastructure build
  • ut for DJ Basin 3rd

party, including oil pipeline connecting to White Cliffs and Grand Mesa

  • Mustang backbone

infrastructure build

  • ut for oil, gas, PW

& FW services

  • Delaware Basin

central gathering facilities and infrastructure build

  • ut
  • Advantage pipeline

integration capital and CGF tie-in Colorado River 10% Laramie River 46% Green River 5% Blanco River 29% Trinity River 10%

Net Capital

(attributable to the Partnership)

$215 - $235 MM

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Blanco River DevCo

  • Infrastructure Build Out Continuing to Support NBL’s

5 Rigs in the Southern Delaware Basin

  • 1st Delaware CGF Online (Billy Miner I) and Capacity

Successfully Expanded With Debottlenecking Project

  • 95 MBbl/d of Crude Capacity Planned to be

Operational by 1H 2018

  • Full Infrastructure Buildout Includes ~450 Miles of

Gathering Pipelines (Oil, Gas and Produced Water)

  • Evaluating In-Basin Crude Transmission Solution for

CWEI Acreage 1

Near-Term Delaware Basin CGF Projects Daily Capacity Oil

(MBbl/d)

Gas

(MMcf/d)

PW

(MBw/d)

Est. Online #1 Billy Miner I 15 30 30 Online Billy Miner II +30 +60 +60 1H 2018 #2 Jesse James 10 20 15

  • Dec. ’17

#3 Coronado * 20 30 60 1H 2018 #4 Collier * 20 30 60 1H 2018

Delaware Basin: Noble Energy

Delaware Basin - Billy Miner I CGF

* expandable to 30 MBbl/d and 60 MMcf/d with minimal equipment additions

1. 64k acres acquired by NBL from CWEI is dedicated to NBLX; NBL’s legacy Delaware Basin acres (~47k) dedicated to the Advantage Pipeline JV

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Delaware Basin: Advantage Pipeline JV

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System Map

NBL Legacy Acreage Pump Stations

Advantage Crude Oil System

  • 70 mile, 16 inch crude oil pipeline connecting the

Southern Delaware Basin to Crane, TX

  • 150,000 Bbl/d throughput capacity
  • Commenced operations in September 2013
  • Access to Midland, TX via Plains’ crude network
  • Access to Longhorn Pipeline
  • 2Q Average Throughput 35 MBbl/d
  • ~ 35% above acquisition case
  • July 2017 throughput 40 MBbl/d
  • Evaluating Advantage System Capabilities for

Blending & Batching

Expected Advantage Growth Drivers

  • Approximately 47k Noble Energy Acres Dedicated to

Advantage

  • Billy Miner I CGF Connected to Advantage in Late August
  • Volume Commitment from Plains Marketing, L.P.
  • Plains to connect its Wolfbone Ranch facility
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DJ Basin: Noble Energy

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Wells Ranch (Colorado River DevCo)

  • CGF Capacity: 50 MBbl/d of Oil , 165 MMcf/d of Natural Gas,

30 MBw/d of Produced Water

  • ~125 Miles of Pipelines (Oil, Gas, PW, and FW) in Place
  • Fresh Water Delivery Service

East Pony (Colorado River DevCo)

  • ~25 miles of crude oil gathering pipelines servicing
  • Fresh Water Delivery Services through San Juan River DevCo

Mustang (Green River DevCo)

  • Expanding Fresh Water System; Expected to be Operational

November 2017

  • Long-Lead Gathering System Equipment Ordered
  • Construction Expected to Begin in September 2017
  • Full Infrastructure Build Out Includes ~250 Miles of Pipelines

(Oil, Gas, PW and FW)

  • Startup Expected Late 1Q 2018

Colorado River DevCo - Wells Ranch CGF Green River DevCo - Mustang Infrastructure Plans

Well Connects Supporting NBL’s Development Driving 2Q 2017 Oil and Gas Gathering Growth of 18%

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DJ Basin: Third-Party

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Greeley Crescent (Laramie River DevCo)

  • First Phase of Backbone Infrastructure Build Out For Third-Party Complete and Online
  • 35 mile, 60 MBbl/d spec oil transmission line with optionality to Grand Mesa and White Cliffs
  • 30 MBw/d produced water capacity
  • Fresh Water Services Commenced Operation in April; Early Results Above Expectations

Laramie River DevCo - Empire Pipeline Laramie River Devco - Infrastructure Plans

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Significant Drop Down Inventory

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Current Status of Asset Acreage Retained Interest

  • Blanco River (Delaware Basin)

60% Operational 111,000

  • Green River (DJ Basin – Mustang IDP)

75% In Progress 75,000

  • Gunnison River (DJ Basin – Bronco IDP)

95% N/A 36,000

  • San Juan River (East Pony Fresh Water)

75% Operational 44,000 Wholly Retained Assets

  • Legacy CWEI Infrastructure Assets

Operational N/A

  • East Pony Gas Gathering
  • East Pony Gas Processing

Operational 44,000

  • Eagle Ford Gathering

Operational 31,000 Other ROFR Services

  • Delaware Basin Produced Water Disposal
  • Delaware Basin Fresh Water Delivery

N/A 111,000

  • Crude Oil Gathering, Natural Gas Gathering and Water Services ROFR on all future

acquired onshore acreage in U.S. (outside of Marcellus Shale) NBLX Strategy to Execute One Drop Down per Year

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Strong Balance Sheet Provides Runway for Opportunities

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CWEI Oil Transmission Dedication Third-Party Efforts Long-Haul Opportunities

Potential 2H ’17 Opportunities

Volume Ramp and Results Advantage Connection and PAA Match

Delaware Basin

Third-Party Efforts Storage / Terminal Opportunities

Third-Party Gathering System Online and Results

DJ Basin 2H ’17 Expected Milestones

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Strategy

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Continuous focus on safety culture Customer service mentality for NBL and 3rd parties Execute on “back-yard”

  • pportunities

Preserve prudent long-term leverage and coverage 20% distribution per unit growth rate through 2020+ Effectively manage and optimize drop-down inventory 50% Permian EBITDA contribution by 2020

Increase Permian Exposure Execute Drop Downs Distribution Growth Disciplined Financial Principals Increase 3rd Party Business Customer Service Safety

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Appendix

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EBITDA Reconciliation

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Non-GAAP Financial Measures

This presentation includes EBITDA, Distributable Cash Flow, and Distribution Coverage, all of which are non-GAAP measures that management believes are good tools for internal use and the investment community in evaluating our overall financial performance. The following presents a reconciliation of each of these non-GAAP financial measures to their nearest comparable GAAP measure. We define EBITDA as net income before income taxes, net interest expense, depreciation and amortization. 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.

We define Distributable Cash Flow as EBITDA less estimated maintenance capital expenditures and cash interest expense. 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 calculate our Distribution Coverage ratio as Distributable Cash Flow for a given quarter divided by the aggregate amount of distributions declared in respect of such quarter. The Distribution Coverage ratio is used by management to illustrate our ability to make our distributions each quarter. We believe that the presentation of EBITDA and Distributable Cash Flow provide information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to EBITDA and Distributable Cash Flow are net income and net cash provided by operating activities. EBITDA and Distributable Cash Flow should not be considered alternatives to net income, net cash provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and Distributable Cash Flow exclude some, but not all, items that affect net income or net cash, and these measures may vary from those of other companies. As a result, EBITDA and Distributable Cash Flow as presented in the following pages may not be comparable to similarly titled measures of other companies. EBITDA and Distributable Cash Flow should not be considered as alternatives to GAAP measures, such as net income, operating income, cash flow from operating activities, or any other GAAP measure of financial performance.

1Q 2Q 3Q (E) Prior 3Q (E) Current Net Income 35 $ 39 $ $33 - $36 $42 - $43 Add: Depreciation and Amortization 2 2 2 - 4 3 - 5 Add: Interest Expense, Net of Amount Capitalized 0 - 1 0 - 1 Add: Income Tax Provision

  • Add: Unit-Based Compensation

EBITDA 37 $ 42 $ $35 - $41 $45 - $49 Less: EBITDA Attributable to Noncontrolling Interests 11 8 3 - 2 2 EBITDA Attributable to NBLX 26 $ 34 $ $32 - $39 $43 - $47 Less: Maintenance Capital Expenditures & Cash Interest 3 4 5 - 6 6 - 7 Distributable Cash Flow of NBLX 24 $ 30 $ $27 - $33 $37 - $40 DCF Coverage 1.8x 1.9x 1.6x - 1.9x 2.2x - 2.4x 2017

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NBLX Structure

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Laramie River Blanco River Green River San Juan River Gunnison River Trinity River Colorado River Controlling Interest Non-Controlling Interest Noble Midstream Services, LLC Public Unitholders (LP) White Cliffs Pipeline L.L.C. ROFR 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 50.1% Limited Partner Interest 100% 100% 5% 25% 25% 40% 100% 100% 60% 75% 75% 3.33% Non-Operating Membership Interest 49.9% Limited Partner Interest 100% Non-Economic General Partner Interest 95%

June 2017 dropdown assets

Advantage JV 50%

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www.nblmidstream.com

1001 Noble Energy Way Houston, TX 77070

Contact Information

Chris Hickman VP, Investor Relations chris.hickman@nblmidstream.com 281.943.1622