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www.nblmidstream.com Investor Handout December 2018

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Page 1: Investor Handout - Investors – Noble Midstreaminvestors.nblmidstream.com/~/media/Files/N/Noble... · This presentation contains certain “forward-looking statements”within the

www.nblmidstream.com

Investor Handout

December 2018

Page 2: Investor Handout - Investors – Noble Midstreaminvestors.nblmidstream.com/~/media/Files/N/Noble... · This presentation contains certain “forward-looking statements”within the

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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 identifyforward-looking statements. Forward-looking statements are not statements of historical fact and reflect Noble MidstreamPartners LP’s (Noble Midstream or the Partnership) current views about future events. No assurances can be given that theforward-looking statements contained in this presentation will occur as projected and actual results may differ materially fromthose projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve anumber 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 andtransporters, the demand for crude oil and natural gas gathering and processing services, the Partnership’s ability to successfullyimplement its business plan, the Partnership’s ability to complete internal growth projects on time and on budget, the price andavailability of debt and equity financing, the availability and price of crude oil and natural gas to the consumer compared to theprice 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 otherreports on we file with the Securities and Exchange Commission (SEC). These reports are also available from the Partnership’soffice or website, www.nblmidstream.com. Forward-looking statements are based on the estimates and opinions of managementat the time the statements are made. Noble Midstream does not assume any obligation to update forward-looking statementsshould circumstances, management’s estimates, or opinions change.

This presentation also contains certain non-GAAP measures of financial performance that management believes are good toolsfor internal use and the investment community in evaluating Noble Midstream’s overall financial performance. Please see slides21 and 22 for reconciliations of the non-GAAP financial measures used in this presentation to the most directly comparable GAAPfinancial measures.

2

Page 3: Investor Handout - Investors – Noble Midstreaminvestors.nblmidstream.com/~/media/Files/N/Noble... · This presentation contains certain “forward-looking statements”within the

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Noble Midstream Investment Thesis

3

Focused on Delaware Basin and DJ Basin

Organic 20% distribution per unit growth rate through 2022

Prudent long-term leverage and coverage targets

Safe and reliable delivery of growth projects

Positioned for further downstream expansion , 3rd party growth, and long-term drop down optionality

Future Growth and Value

Industry-Leading Execution

Disciplined Financial Principals

Differentiated Long-Term Outlook

Premier Basin Exposure

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Noble Midstream Partners LP Overview

4

▪ 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%

54.5% LP Interest

45.5 % LP Interest / IDRs

Non-economic GP Interest

5-100% Controlling Interests

Page 5: Investor Handout - Investors – Noble Midstreaminvestors.nblmidstream.com/~/media/Files/N/Noble... · This presentation contains certain “forward-looking statements”within the

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Strong 2018 Execution

5

1. Figures are Non-GAAP; see definition in Appendix hereto; Annualized leverage defined as 3Q Debt / (3Q EBITDA * 4) $549 million /( $59 million *4)2. Includes crude oil sales

6489

206-211

0

50

100

150

200

250

4Q16 Annualized 2017 2018E

+226%

Gross Oil and Gas Gathering and Sales² (MBoe/d)

108

155

219-225

0

50

100

150

200

250

4Q16 Annualized 2017 2018E

+106%

Net Adjusted EBITDA ¹ ($MM)▪ Quarterly Results In-line or Exceeding Guidance

▪ 2018 Major Growth Projects Delivered

▪ Black Diamond Gathering Integration Complete and Results Exceeding Acquisition Case

▪ Additional Progress Towards Goal of 50% Net Adjusted EBITDA¹ Contribution from the Permian Basin by the End of 2020

▪ Maintained Significant Financial Strength and Flexibility

▪ 3Q18 annualized leverage¹ of 2.3x

▪ $750 MM available under $800 MM unsecured revolving credit facility; accordion feature to $1.15 B

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Visible Catalysts Drive Future Momentum and Value

6

Near Term Catalysts

▪ Superior Operational Execution

▪ Anticipate 11% growth in oil and gas gathering throughput in 4Q18 vs. 3Q18

▪ Enhanced Future Capital Efficiency With 4Q18 Activity Focused on Well Connections

▪ Finalization of 50/50 Joint Venture with Salt Creek Midstream, LLC (SCM) for Delaware Basin Crude Oil Gathering and Transportation System

▪ Increasing Contribution From Third-party Business Development Success into 2019

▪ Additional third-party gathering activity expected at Blanco River

▪ Service for new Advantage Pipeline customer commenced in November

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Durable Distribution Supported by Ample Coverage

7

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

$0.30

$0.35

$0.40

$0.45

$0.50

$0.55

$0.60

4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18

DPU Distribution Coverage Ratio¹

1.3x Coverage Fence Post

3Q 2018 NBLX Net Adjusted EBITDA andDistribution Coverage Ratio 1,2

44

59

Gathering Adjusted EBITDA Column1 Total Adjusted EBITDA

Gathering EBITDA

Total Adjusted EBITDA

Implied Distribution Coverage of 3Q Distribution

x

2.1x

1.4x

$ in millions

Fresh Water Delivery EBITDA

Quarterly Distribution per Unit (DPU) and Distribution Coverage Ratio1

1. Figures are Non-GAAP; see definition in Appendix hereto2. G&A allocated to gathering and freshwater delivery based on proportionate share of adjusted EBITDA; coverage figures reflect full net maintenance capital totals3. Assumes 20% distribution growth target

▪ Gathering Segment Alone Provides Ample Distribution Coverage¹

▪ 1.4x Distribution Coverage Ratio¹ excluding Fresh Water in 3Q18

▪ Gathering Segment Represented Approximately 75% of 3Q18 Net Adjusted EBITDA¹

▪ Full-Year 2018 Guidance: 20% Distribution Growth with Distribution Coverage Ratio1 Equivalent to 2017 at 2.0x – 2.1x

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▪ 90 MBbl/d of Crude Oil Gathering Capacity (115 MBoe/d) Provides Long Runway for Sponsor Planned Activity

▪ Strong Average CGF Availability of 98.4% During 3Q18

▪ Connected Initial Third-party Well for Infield Oil, Gas, & Water Gathering (~13,000 Dedicated Acres) at Blanco River

▪ Additional activity on dedicated acres anticipated in 2019

• Advantage Pipeline Capacity Expansion to 200 MBbl/d from 150 MBbl/d Completed in July▪ Long-term contract to service facilities for a major producer with ~20,000 acres in Delaware Basin;

service commenced in November 2018

▪ 4Q18E volumes anticipated at 115 to 125 MBbl/d

▪ NBL Temporarily Reducing Completion Activity in 4Q18

▪ Anticipate ~10 -15 wells to come online in 4Q18; additional completion activity expected early in 2019

Delaware Basin- Backbone Infrastructure Complete

8

Recent Highlights

12

3945

87

135

0

20

40

60

80

100

120

140

3Q17 4Q17 1Q18 2Q18 3Q18

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

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

30

60

88

105 106

0

20

40

60

80

100

120

Apr-17 4Q17 1Q18 2Q18 3Q18

Advantage Pipeline Oil Throughput (MBbl/d)

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Enhancing Noble Midstream’s Permian Opportunities

9

Entity

Infield In-Basin Transportation Long-haul / Fractionation

Service

Offerings

Customer

Mix

Ownership

Blanco River Trinity River

• Crude gathering

• Gas gathering

• Produced water

gathering

• Central facilities

Gas Compression

Acreage Dedicated

NBL

Third Party

Acreage Dedicated

NBL

40% NBLX

60% NBL100% NBLX

Trinity River SCM JV

Advantage Pipeline

Crude Transportation

(Reeves to Crane,

Midland)

Crude Gathering and

Transportation

(Pecos, Reeves to

Wink)

Customer Count

NBL

Third Party

50% NBLX

50% PAA

50% NBLX

50% SCM

(LOI)¹

EPIC Crude EPIC Y-Grade

• Crude Long-Haul

(Permian to

Corpus Christi)

• Marine storage

• NGL Long-haul

(Permian to

Corpus Christi)

• Fractionation

• Purity product

transport

MDQ Capacity

NBL

Third Party

30% NBL (Option)²15% NBLX

(Option)²

Acreage Dedicated

NBL

Third Party

Recent Opportunity Addition

Acreage Dedicated

NBL

Third Party

1. Closing anticipated in early January 20192. Option expires February 2019

Goal of 50% net EBITDA¹ contribution from the Permian Basin by the end of 2020

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NBLX Asset Map: Delaware Basin

10

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.

LOI For SCM JV (50%)- Early Jan 2019 Closing

Trinity River DevCo (100%)• Oil Gathering and Transmission

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Strategic Delaware Basin Partnership Opportunity with Salt Creek

11

730 Miles of

Pipe

▪ Signed a Letter of Intent with Salt Creek to Form a 50/50 Partnership on a Delaware Crude Oil Pipeline and Gathering System

▪ Closing anticipated in early January 2019

▪ Strategically Located Asset Would Expand Oil Infield and Intermediate Crude Gathering and Transmission Footprint in Delaware Basin

▪ NBLX’s 50% Net Capital Investment Anticipated to Total $60-$80 Million over Five Years

▪ ~75-80% of net capital funded by year-end 2019E

▪ Economics Supported By Acreage Dedications and Production Ramp From 6 Customers (Including NBL):

▪ Existing dedications totaling ~180,000 acres

▪ Line of sight to additional dedications totaling ~100,000 acres

▪ Peak Build Adjusted EBITDA² Multiple of ~3.5x to 4.5x

NewCo Crude Transportation JV• ~180,000 contributed acres

• 6 existing customers• 2019E rig activity: 8-10

100%

Dedication of Southern Portion of

Reeves County Acreage

Jointly Develop 20” Wink Trunk Line

Crude Gathering and Transportation

Dedications

Trinity River DevCoLLC

50%50%

Proposed Joint Venture Structure¹Agreement Summary

1. Simplified organizational structure2. Figures are Non-GAAP; see definition in Appendix hereto

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Expanding Delaware Basin Footprint with JV System

12

730 Miles of

Pipe▪ SCM Commenced Construction on Newbuild

Pipeline with Targeted 2Q19 In-service Date

▪ 95-Mile, 20 Inch Crude Oil Trunk Line

▪ 200 MBbl/d initial throughput capacity

▪ Provides “Wellhead to Water” Solution for Customers via Planned EPIC Connectivity

▪ Pipeline Originates in Pecos County, TX, Connects in Reeves County, TX, and Provides Access to Wink Hub

▪ Wink is a key origination point for all recently announced long-haul pipes, including premium Gulf Coast markets

▪ Project Scope Includes 200 MBbls of Incremental Crude Oil Storage

▪ About Salt Creek:

▪ Formed in 2017 by ARM Energy Holdings LLC and Ares Management, LP

▪ Full-service midstream provider, offering gas and crude gathering, compression, cryogenic processing and treating services

System MapSystem Details

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EPIC Crude (NBL) and Y-Grade Pipeline (NBLX) Opportunities

13

▪ NBL Option on Up to 30% Equity Interest Through Feb 1st 2019

▪ 650+ Mile Pipeline from Multiple Origination Points to Corpus Christi

▪ Upsized from 24” to 30” diameter

▪ Steel order has been placed, all major pumps and equipment on hand

▪ Terminals in Orla, Saragosa, Crane, Wink, Midland, Helena, and Gardendale, with export access

▪ Base Capacity from the Permian of 590 MBbl/d (Expandable to 900 MBbl/d)

▪ Interim Crude Service via NGL Pipeline (Crane to Corpus- Christi) Anticipated in 3Q19

▪ Permanent service anticipated in 1Q20

NBL EPIC Crude Pipeline

▪ Option Period Allows for More Construction and Commercial Progress Before Making Decision on Equity Investment

▪ Options expire February 2019

▪ Operational and Capital Synergies from Shared Right of Way of Crude and NGL Lines

▪ NBLX Option on 15% Equity Interest Through Feb 1st

2019

▪ 700+ Mile Pipeline from Permian and Eagle Ford to Corpus Christi

▪ 24” diameter

▪ 440 MBbl/d Transportation Capacity

▪ Significant plant dedication and volumes committed from Permian processing plants

▪ Fractionation in Corpus Christi (180 MBbl/d)

▪ Future total for up to 5 potential trains

▪ Purity Product Pipelines in Corpus Christi

NBLX EPIC Y-Grade Pipeline

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• Decisive Victory Defeating Proposition 112

• Broad support for oil and gas development in Colorado

• Oil, Gas and Produced Water Gathering and Sales Throughput Increased 11% in 3Q Over 2Q

• Continued growth in 4Q18E driven by Green River and Laramie River

• Significant Contribution from Mustang IDP Gathering at Green River DevCo• 3Q18 oil and gas gathering throughput exited at over 20 MBoe/d• Diversified gas outlets with delivery to 3 processing providers by the end of 4Q18

▪ Continue to Expect Black Diamond 2018 Exit Volumes Higher than Acquisition Case at 80-90 MBbl/d (75 MBbl/d in Acquisition Case)

▪ October throughput of >80 MBbl/d

DJ Basin- Solid Performance and Outlook

14

110

132

167

191

212

100

120

140

160

180

200

220

3Q17 4Q17 1Q18 2Q18 3Q18

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

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

Recent Highlights

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▪ NBL Received ~12,900 Net Acres from PDCE in Exchange for ~12,300 Net Acres in an All Undeveloped Acreage Transaction

▪ Majority of inbound NBL (outbound PDCE) acreage adds dedications to Colorado River and Green River DevCos

▪ Inbound PDCE (outbound NBL) acreage dedicated to Black Diamond Gathering in Laramie River DevCo

▪ NBLX Value Creation From:

▪ Development timing as customers gain acreage in core focus areas with current activity

▪ Trade promotes longer laterals which enhances gathering economics

▪ Optimizes the use of existing infrastructure

DJ Customer Acreage Trade Creates Positive Value for NBLX

15

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NBLX Asset Map: DJ Basin

16

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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Healthy Fresh Water Segment Complements Core Gathering Business

▪ Record Fresh Water Delivery Volumes in 3Q18 Reflect Delivery to 5 Completion Crews

▪ Sponsor resumed completions at Wells Ranch (Colorado River, 100% owned) and continued activity in Mustang (Green River, 25% owned)

▪ Two completion crews operated on third-party acreage during the quarter

▪ 3Q18 fresh water volumes negatively impacted by ~15 MBw/d due to a release of a pad; however, customer reimbursement for lost volumes reflected in 3Q18 revenue and Adjusted EBITDA

▪ Fresh Water Net Adjusted EBITDA¹ Decline Somewhat Offset by Gathering Net Adjusted EBITDA¹Growth in 4Q18E Compared to 3Q18

▪ Delivery to 4 completion crews in 4Q18 compared to 5 crews during 3Q18

▪ NBL completion activity heavily weighted to the Mustang Development (Green River, 25% owned)

0%

10%

20%

30%

40%

50%

60%

70%

80%

0

50

100

150

200

3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18

Gross MBw/d % Green River & San Juan River (25% owned by NBLX)

Check with

Gross Fresh Water Delivery Volumes and Mix

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

17

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2018 Capital Budget Detail

18

Colorado

River

2%

Laramie

River²

24%

Green River

17%

Other

1%

Blanco River

51%

Trinity River

5%

Gross Capital1

$538 - 550MM

1. Excludes acquisition capital2. Includes Black Diamond Gathering capital

Colorado

River

4%Laramie

River²

34%

Green River

9%Other, 0%

Blanco

River

41%

Trinity River

11%

Net Capital1

(attributable to the Partnership)

$270- 275MM

▪ 3Q18 Gross Capital at High-end While Net Capital at Low-end of Guidance

▪ Higher Blanco River and Green River infrastructure capital

▪ Recently Lowered High-end of 2018E Net Capital Guidance by 4%

▪ Capital Focused on Efficient Well Connects in 4Q18

128

71

4031-36

-10

10

30

50

70

90

110

130

1Q18 2Q18 3Q18 4Q18E

Material Decline in 2H18E Net Capital

Requirements ($MM)

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Leading Organic Long-Term Outlook

19

Organic – No Drop Downs 2018E 2019-2022E

Distribution per Unit 20% 20%

Coverage (in all years) (1) 2.0 – 2.1x > 1.3x

Year-End Annualized Leverage(1) Goals

<2.8x2019: <2.752020: <2.25

2021+: <2.0x

ROACE (1, 3) > 15% 13 – 16%

DCF Funding % of Capex and Distributions (4) ~50% ~90% (cumulative)

1. Figures are Non-GAAP, see definition provided in appendix hereto2. Reflects combined Black Diamond, Advantage, and 2017 drop-down net acquisition cost divided by net adjusted EBTIDA; definition of adjusted EBITDA provided in appendix3. Return on average capital employed: earnings before interest and taxes divided by (average total assets – average current liabilities); see definition provided in appendix4. % of distributions + capex funded by distributable cash flow

Substantial organic growth with upside potential

Material Upside to Outlook

▪ Prudent Commodity Price View: Based on $50/Bbl and $3/McfPrice Deck vs. Current Strip

▪ Continued Business Development Success, Leveraging Asset Footprints

▪ Permian Crude / Y-Grade Project and Other Long-Haul

▪ Significant and Growing Drop-Down Inventory

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50%

NBLX Structure

20

GreenRiver

San JuanRiver

Gunnison River

ColoradoRiver

LaramieRiver

TrinityRiver

BlancoRiver

ControllingInterest

Noble MidstreamServices, 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• EPIC Crude Option¹

Noble EnergyNYSE: NBL

Noble MidstreamPartners LPNYSE: NBLX

Noble Midstream GP LLC45.5% Limited

Partner Interest

100%

100%100%100%5%25%25%40%

75% 95%

3.33% Non-OperatingMembership Interest

54.5% LimitedPartner Interest

100%

Non-Economic GeneralPartner Interest

AdvantageJV

60% 75%

Black Diamond

Non-ControllingInterest

54.4%

EPIC Y-Grade

Option¹

SCM JV²(LOI)

1. Option expires February 20192. Closing anticipated in 4Q18

50%

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Non-GAAP Financial Measures

21

This presentation includes Adjusted EBITDA, Distributable Cash Flow, Distribution Coverage 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.

We define Adjusted EBITDA as net income before income taxes, net interest expense, depreciation and amortization and unit-based compensation. 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: our 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; our 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 Adjusted 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 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 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 believe that the presentation of Adjusted EBITDA, Distributable Cash Flow, Distribution Coverage 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 and ROACE is Net Income. Adjusted EBITDA, Distributable Cash Flow, Distribution Coverage 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 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 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

22

2016 2017 2018

$ in millions 4Q 1Q 2Q 3Q 4Q FY 1Q 2Q 3Q 4QE FYE

Net Income $ 35 $ 35 $ 39 $ 44 $ 46 $ 164 39 44 49 52 - 57 184 - 189

Add: Depreciation and Amortization 2 2 2 4 4 13 11 16 18 19 65

Add: Interest Expense, Net of Amount Capitalized 0.3 0 0 1 1 1 1 2 4 4 10

Add: Income Tax Provision - - 0 (0) 0 0 0 0 0 0

Add: Unit-Based Compensation 0 0 0 0 1 0 0 0 0 2

Add: Transaction Expenses 6 1 0 0 8

EBITDA $ 38 $ 37 $ 42 $ 48 $ 52 $ 179 58 64 71 75- 80 268 - 273

Less: EBITDA Attributable to Noncontrolling Interests 11 11 8 2 3 24 4 16 12 18 49

EBITDA Attributable to NBLX $ 27 $ 26 $ 34 $ 46 $ 48 $ 155 54 49 59 57 - 62 219 -225

Less: Maintenance Capital Expenditures & Cash Interest 2 3 4 5 5 17 7 9 10 9 - 9.5 35

DCF Attributable to NBLX $ 25 $ 24 $ 30 $ 41 $ 43 $ 138 47 40 49 48 - 53 184 - 190

Distribution Coverage 2.0x 1.8x 1.9x 2.4x 2.2x 2.1x 2.3x 1.8x 2.1x 1.9x - 2.1x 2.0x - 2.1x

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