Large accelerated filer ý
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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Emerging growth company o
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PART I
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Items 1. and 2.
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Item 1A.
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Item 1B.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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the ability of our customers to meet their drilling and development plans;
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changes in general economic conditions;
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competitive conditions in our industry;
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actions taken by third party operators, gatherers, processors and transporters;
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the demand for crude oil, natural gas and produced water gathering and processing services, crude oil treating and fresh water services;
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our ability to successfully implement our business plan;
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our ability to complete internal growth projects on time and on budget;
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the price and availability of debt and equity financing;
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the availability and price of crude oil and natural gas to the consumer compared to the price of alternative and competing fuels;
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competition from the same and alternative energy sources;
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energy efficiency and technology trends;
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operating hazards and other risks incidental to our midstream services;
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natural disasters, weather-related delays, casualty losses and other matters beyond our control;
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interest rates;
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labor relations;
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defaults by our customers under our gathering and processing agreements;
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changes in availability and cost of capital;
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changes in our tax status;
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the effect of existing and future laws and government regulations;
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the effects of future litigation;
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interruption of the Partnership’s operations due to social, civil or political events or unrest;
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terrorist attacks or cyber threats;
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any future acquisitions or dispositions of assets or the delay or failure of any such transaction to close; and
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certain factors discussed elsewhere in this Form 10-K.
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DevCo
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NBLX Ownership
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Areas Served
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NBLX Dedicated Service
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Customers
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Colorado River DevCo LP
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100%
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Wells Ranch IDP (DJ Basin)
East Pony (DJ Basin)
All Noble DJ Basin Acreage
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Crude Oil Gathering
Natural Gas Gathering
Water Services
Crude Oil Gathering
Crude Oil Treating
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Noble
Noble
Noble
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San Juan River DevCo LP
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25%
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East Pony IDP (DJ Basin)
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Water Services
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Noble
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Green River DevCo LP
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25%
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Mustang IDP (DJ Basin)(1)
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Crude Oil Gathering
Natural Gas Gathering
Water Services
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Noble
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Laramie River DevCo LP
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100%
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Greeley Crescent IDP (DJ Basin)
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Crude Oil Gathering
Water Services
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Noble and Unaffiliated Third Party
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54.4%
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Black Diamond Dedication Area (DJ Basin)(2)
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Crude Oil Gathering
Natural Gas Gathering
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Unaffiliated Third Parties
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Blanco River DevCo LP
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40%
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Delaware Basin
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Crude Oil Gathering
Natural Gas Gathering
Water Services
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Noble and Unaffiliated Third Parties(3)
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Gunnison River DevCo LP
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5%
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Bronco IDP (DJ Basin)(4)
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Crude Oil Gathering
Water Services
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Noble(4)
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Trinity River DevCo LLC(7)
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100%
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Delaware Basin
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Natural Gas Compression
Crude Oil Transmission(5)
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Noble
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(1)
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During 2018, we completed the crude oil, natural gas and produced water gathering system in the Mustang IDP area of the DJ Basin (Mustang IDP) and continued expansion of our fresh water delivery system.
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(2)
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Our interest in Black Diamond is owned through the Laramie River DevCo LP. In connection with the Black Diamond Acquisition, we acquired a large-scale integrated gathering system located in the DJ Basin with approximately 160 miles of pipeline in operation and delivery capacity of approximately 300 MBbl/d as well as approximately 141,000 dedicated acres. Subsequent to the closing of the Black Diamond Acquisition, we secured additional long-term dedications, representing more than 200 future wells across approximately 17,000 incremental acres. The additional dedications come from an existing third party customer on the system as well as a new third party customer.
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(3)
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During 2018, we received a third party producer's activity set and development plan for approximately 13,000 acres dedicated to us in Reeves County, Texas, for crude oil, natural gas and produced water gathering services. We commenced services during 2018.
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(4)
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We currently have no midstream infrastructure assets in the Bronco IDP. Our assets in the Bronco IDP currently consist primarily of dedications to us for future production in this IDP area.
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(5)
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Trinity River DevCo LLC owns our 50% ownership interest in the Advantage Joint Venture (as defined below). Crude oil produced from Noble’s legacy 47,000 Delaware Basin net acres is dedicated to the Advantage system.
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Areas Served
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NBLX ROFR Service
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Current Status of Asset
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ROFR Net Acreage
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East Pony (Northern Colorado)
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Natural Gas Processing
Natural Gas Gathering
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Operational
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44,000
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Eagle Ford Shale
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Crude Oil Gathering
Natural Gas Gathering
Water Services
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Operational
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35,000
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DJ Basin (other than dedicated above)
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To the extent not already covered in dedication in the prior chart:
Crude Oil Gathering
Natural Gas Gathering
Water Services
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N/A
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79,000
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Delaware Basin
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Water Services
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In Progress
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108,000
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All future-acquired onshore acreage in the United States (outside of the Marcellus Shale)
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Crude Oil Gathering
Natural Gas Gathering
Natural Gas Processing
Water Services
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N/A
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N/A
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Throughput Capacity (Bbl/d)
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Average Daily Throughput (Bbl/d)
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Number of Horizontal Wells
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||||||||||||
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As of December 31,
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Year Ended December 31,
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As of December 31,
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2018
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2017
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2018
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2017
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2018
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2017
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||||||
Wells Ranch IDP
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50,000
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50,000
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38,383
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33,703
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453
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407
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East Pony IDP
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85,000
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85,000
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23,872
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22,828
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267
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249
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Mustang IDP
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60,000
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—
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6,519
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—
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30
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—
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Greeley Crescent IDP
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60,000
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60,000
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14,792
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5,333
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191
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60
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Black Diamond System
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300,000
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—
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59,529
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—
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699
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—
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Delaware Basin (1)
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70,000
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30,000
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28,235
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3,791
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86
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19
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(1)
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The Billy Miner I and Jesse James CGFs each have throughput capacity of 15 MBbl/d. The Billy Miner II and Collier CGFs each have throughput capacity of 10 MBbl/d. The Coronado CGF has throughput capacity of 20 MBbl/d.
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Number of Wells Subject to Monthly Fee
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As of December 31, 2018
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As of December 31, 2017
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Producing Vertical Wells
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1,257
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1,753
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Producing Horizontal Wells
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406
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471
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Throughput Capacity (Mcf/d) (1)
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Average Daily Throughput (MMBtu/d)
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Number of Horizontal Wells
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||||||||||||
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As of December 31,
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Year Ended December 31,
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As of December 31,
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2018
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2017
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2018
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2017
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2018
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2017
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||||||
Wells Ranch IDP
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200,000
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150,000
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221,942
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172,284
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453
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426
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Mustang IDP
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200,000
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—
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12,934
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—
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30
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—
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Delaware Basin (2)
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146,000
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60,000
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74,120
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8,634
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86
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19
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(1)
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To convert cubic feet to British thermal units, multiply cubic feet by 1.3.
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(2)
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Each CGF has a throughput capacity of 30 MMcf/d, with the exception of the Jesse James CGF, which has a throughput capacity of 26 MMcf/d.
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Throughput Capacity (Bbl/d)
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Average Daily Throughput (Bbl/d)
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Number of Horizontal Wells
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||||||||||||
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As of December 31,
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Year Ended December 31,
|
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As of December 31,
|
||||||||||||
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2018
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2017
|
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2018
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2017
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2018
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2017
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||||||
Wells Ranch IDP
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30,000
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30,000
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16,984
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14,097
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453
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407
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Mustang IDP
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30,000
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—
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4,874
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—
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30
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—
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Greeley Crescent IDP
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20,000
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20,000
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8,045
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2,338
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191
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60
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Delaware Basin (1)
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240,000
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60,000
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71,297
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7,996
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|
86
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|
|
19
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(1)
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The Billy Miner I and Jesse James CGFs each have throughput capacity of 30 MBbl/d. The Billy Miner II, Collier and Coronado CGFs each have throughput capacity of 60 MBbl/d.
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Distribution Capacity (Bpm)
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Average Daily Throughput (Bbl/d)
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Storage Capacity (Bbls)
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||||||||||||
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As of December 31,
|
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Year Ended December 31,
|
|
As of December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
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|
2017
|
||||||
Wells Ranch IDP
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170
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170
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47,012
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83,856
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500,000
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500,000
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East Pony IDP (1)
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160
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160
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—
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34,676
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550,000
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550,000
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Mustang IDP
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180
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|
180
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68,312
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—
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1,180,000
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1,180,000
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Greeley Crescent IDP
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120
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120
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60,430
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37,458
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1,600,000
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1,600,000
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(1)
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During 2018, no fresh water was delivered due to the timing of well completion activity by Noble.
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limiting or prohibiting construction, expansion, modification and operational activities based on National Ambient Air Quality Standards (NAAQS) and in sensitive areas, such as wetlands, coastal regions or areas inhabited by endangered species;
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requiring remedial action to mitigate pollution conditions caused by our operations or attributable to former operations;
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enjoining, or compelling changes to, the operations of facilities deemed not to be in compliance with permits issued pursuant to such environmental laws and regulations;
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requiring noise, lighting, visual impact, odor or dust mitigation, setbacks, landscaping, fencing and other measures; and
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limiting or restricting water use.
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a reduction in or slowing of Noble’s drilling and development plan on our dedicated acreage, which would directly and adversely impact demand for our midstream services;
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the volatility of crude oil, natural gas and NGL prices, which could have a negative effect on Noble’s drilling and development plan on our dedicated acreage or Noble’s ability to finance its operations and drilling and completion costs on our dedicated acreage;
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the availability of capital on an economic basis to fund Noble’s exploration and development activities;
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drilling and operating risks, including potential environmental liabilities, associated with Noble’s operations on our dedicated acreage;
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downstream processing and transportation capacity constraints and interruptions, including the failure of Noble to have sufficient contracted processing or transportation capacity; and
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adverse effects of increased or changed governmental and environmental regulation or enforcement of existing regulation.
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Noble’s financial condition, credit ratings, leverage, market reputation, liquidity and cash flows;
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Noble’s ability to maintain or replace its reserves;
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adverse effects of governmental and environmental regulation on Noble’s upstream operations; and
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losses from pending or future litigation.
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the volumes of natural gas we gather, the volumes of crude oil we gather and sell, the volumes of produced water we collect, clean or dispose of and the volumes of fresh water we distribute and store and the number of wells that have access to our crude oil treating facilities;
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market prices of crude oil, natural gas and NGLs and their effect on our customers’ drilling and development plans on our dedicated acreage and the volumes of hydrocarbons that are produced on our dedicated acreage and for which we provide midstream services;
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our customers’ ability to fund their drilling and development plans on our dedicated acreage;
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downstream processing and transportation capacity constraints and interruptions, including the failure of our customers to have sufficient contracted processing or transportation capacity;
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the levels of our operating expenses, maintenance expenses and general and administrative expenses;
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regulatory action affecting: (i) the supply of, or demand for, crude oil, natural gas, NGLs and water, (ii) the rates we can charge for our midstream services, (iii) the terms upon which we are able to contract to provide our midstream services, (iv) our existing gathering and other commercial agreements or (v) our operating costs or our operating flexibility;
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the rates we charge third parties for our midstream services;
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prevailing economic conditions; and
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adverse weather conditions.
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the level and timing of our capital expenditures;
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our debt service requirements and other liabilities;
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our ability to borrow under our debt agreements to fund our capital expenditures and operating expenditures and to pay distributions;
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fluctuations in our working capital needs;
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restrictions on distributions contained in any of our debt agreements;
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the cost of acquisitions, if any;
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the fees and expenses of our General Partner and its affiliates (including Noble) that we are required to reimburse;
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the amount of cash reserves established by our General Partner; and
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other business risks affecting our cash levels.
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the availability and cost of capital;
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prevailing and projected crude oil, natural gas and NGL prices;
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demand for crude oil, natural gas and NGLs;
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levels of reserves;
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geologic considerations;
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changes in the strategic importance our customers assign to development in the DJ Basin or the Delaware Basin as opposed to their other operations, which could adversely affect the financial and operational resources our customers are willing to devote to development of our dedicated acreage;
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increased levels of taxation related to the exploration and production of crude oil, natural gas and NGLs in our areas of operation;
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environmental or other governmental regulations, including the availability of permits, the regulation of hydraulic fracturing and a governmental determination that multiple facilities are to be treated as a single source for air permitting purposes; and
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the costs of producing crude oil, natural gas and NGLs and the availability and costs of drilling rigs and other equipment.
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Noble may choose not to sell these non-controlling interests or assets;
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we may not accept offers for these assets or make acceptable offers for these equity interests;
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we and Noble may be unable to agree to terms acceptable to both parties;
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we may be unable to obtain financing to purchase these non-controlling interests or assets on acceptable terms or at all; or
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we may be prohibited by the terms of our debt agreements (including our credit facility) or other contracts from purchasing some or all of these non-controlling interests or assets, and Noble may be prohibited by the terms of its debt agreements or other contracts from selling some or all of these non-controlling interests or assets. If we or Noble must seek waivers of such provisions or refinance debt governed by such provisions in order to consummate a sale of these non-controlling interests or assets, we or Noble may be unable to do so in a timely manner or at all.
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mistaken assumptions about volumes or the timing of those volumes, revenues or costs, including synergies;
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an inability to successfully integrate the acquired assets or businesses;
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the assumption of unknown liabilities;
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exposure to potential lawsuits;
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limitations on rights to indemnity from the seller;
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the diversion of management’s and employees’ attention from other business concerns;
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unforeseen difficulties operating in new geographic areas; and
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customer or key employee losses at the acquired businesses.
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the level of existing and new competition to provide services to our markets;
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the macroeconomic factors affecting our current and potential customers;
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the balance of supply and demand, on a short-term, seasonal and long-term basis, in our markets;
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the extent to which the customers in our markets are willing to contract on a long-term basis; and
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the effects of federal, state or local regulations on the contracting practices of our customers.
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damage to, loss of availability of and delays in gaining access to pipelines, centralized gathering facilities, pump stations, related equipment and surrounding properties caused by design, installation, construction materials or operational flaws, natural disasters, acts of terrorism or acts of third parties;
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mechanical or structural failures at our or Noble’s facilities or at third-party facilities on which our customers’ or our operations are dependent, including electrical shortages, power disruptions and power grid failures;
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leaks of crude oil, natural gas, NGLs or produced water or losses of crude oil, natural gas, NGLs or produced water as a result of the malfunction of, or other disruptions associated with, equipment or facilities;
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unexpected business interruptions;
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curtailments of operations due to severe seasonal weather;
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riots, strikes, lockouts or other industrial disturbances;
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fires, ruptures and explosions; and
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other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.
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injury or loss of life;
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damage to and destruction of property, natural resources and equipment;
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pollution and other environmental damage;
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regulatory investigations and penalties;
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suspension of our operations; and
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repair and remediation costs.
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our ability to obtain additional financing, if necessary, for working capital, capital expenditures (including building additional gathering pipelines needed for required connections and building additional centralized gathering facilities pursuant to our gathering agreements) or other purposes may be impaired or such financing may not be available on favorable terms;
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our funds available for operations, future business opportunities and distributions to unitholders will be reduced by that portion of our cash flow required to make interest payments on our debt;
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we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
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our flexibility in responding to changing business and economic conditions may be limited.
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a cyber attack on a vendor or service provider could result in supply chain disruptions which could delay or halt development of additional infrastructure, effectively delaying the start of cash flows from the project;
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a cyber attack on downstream pipelines could prevent us from delivering product at the tailgate of our facilities, resulting in a loss of revenues;
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a cyber attack on a communications network or power grid could cause operational disruption resulting in loss of revenues;
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a deliberate corruption of our financial or operational data could result in events of non-compliance which could lead to regulatory fines or penalties; and
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business interruptions could result in expensive remediation efforts, distraction of management, damage to our reputation, or a negative impact on the price of our units.
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•
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neither our partnership agreement nor any other agreement requires Noble to pursue a business strategy that favors us or utilizes our assets, which could involve decisions by Noble to increase or decrease crude oil or natural gas production on our dedicated acreage, pursue and grow particular markets or undertake acquisition opportunities for itself. Noble’s directors and officers have a fiduciary duty to make these decisions in the best interests of the stockholders of Noble;
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Noble may be constrained by the terms of its debt instruments from taking actions, or refraining from taking actions, that may be in our best interests;
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our partnership agreement replaces the fiduciary duties that would otherwise be owed by our General Partner with contractual standards governing its duties and limits our General Partner’s liabilities and the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty under applicable Delaware law;
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•
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except in limited circumstances, our General Partner has the power and authority to conduct our business without unitholder approval;
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our General Partner will determine the amount and timing of, among other things, cash expenditures, borrowings and repayments of indebtedness, the issuance of additional partnership interests, the creation, increase or reduction in cash reserves in any quarter and asset purchases and sales, each of which can affect the amount of cash that is available for distribution to unitholders;
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our General Partner will determine the amount and timing of any capital expenditures and whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus, or an expansion capital expenditure, which does not reduce operating surplus. This determination can affect the amount of cash that is distributed to our unitholders and to our General Partner, the amount of adjusted operating surplus generated in any given period and the ability of the subordinated units of the Partnership (the Subordinated Units) to convert into Common Units of the Partnership (the Common Units);
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•
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our General Partner will determine which costs incurred by it are reimbursable by us;
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our General Partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make a distribution on the Subordinated Units, to make incentive distributions or to accelerate expiration of the subordination period;
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•
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our partnership agreement permits us to distribute up to $45.0 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on our Subordinated Units or to Noble in respect of the incentive distribution rights;
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our partnership agreement does not restrict our General Partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;
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our General Partner intends to limit its liability regarding our contractual and other obligations;
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our General Partner may exercise its right to call and purchase all of the Common Units not owned by it and its affiliates if it and its affiliates own more than 80% of the Common Units;
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•
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our General Partner controls the enforcement of obligations owed to us by our General Partner and its affiliates, including our gathering agreements with Noble, the ROFR and ROFO;
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•
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our General Partner decides whether to retain separate counsel, accountants or others to perform services for us; and
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Noble, or any transferee holding incentive distribution rights, may elect to cause us to issue Common Units to it in connection with a resetting of the target distribution levels related to its incentive distribution rights, without the approval of the conflicts committee of the board of directors of our General Partner, which we refer to as our conflicts committee, or our common unitholders. This election could result in lower distributions to our common unitholders in certain situations.
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•
|
whenever our General Partner makes a determination or takes, or declines to take, any other action in its capacity as our General Partner, our General Partner is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the determination or the decision to take or decline to take such action was not adverse to the interests of our partnership, and will not be subject to any other or different standard imposed by our partnership agreement, Delaware law, or any other law, rule or regulation, or at equity;
|
•
|
our General Partner will not have any liability to us or our unitholders for decisions made in its capacity as a General Partner so long as it acted in good faith;
|
•
|
our General Partner and its officers and directors will not be liable for monetary damages or otherwise to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our General Partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and
|
•
|
our General Partner will not be in breach of its obligations under our partnership agreement or its fiduciary duties to us or our limited partners if a transaction with an affiliate or the resolution of a conflict of interest is approved in accordance with, or otherwise meets the standards set forth in, our partnership agreement.
|
•
|
management of our business may no longer reside solely with our current General Partner; and
|
•
|
affiliates of the newly admitted General Partner may compete with us, and neither that General Partner nor such affiliates will have any obligation to present business opportunities to us except with respect to rights of first refusal contained in our omnibus agreement.
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|||
(a)
|
(b)
|
(c)
|
||||
Equity Compensation Plans Approved by Security Holders
|
—
|
|
—
|
|
1,763,411
|
|
Equity Compensation Plans Not Approved by Security Holders
|
—
|
|
—
|
|
—
|
|
Total
|
—
|
|
—
|
|
1,763,411
|
|
•
|
less, the amount of cash reserves established by our General Partner to:
|
•
|
provide for the proper conduct of our business (including reserves for our future capital expenditures, future acquisitions and for anticipated future credit needs);
|
•
|
comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which we or any of our subsidiaries is a party or by which we or such subsidiary is bound or we or such subsidiary’s assets are subject; or
|
•
|
provide funds for distributions to our unitholders and to our General Partner for any one or more of the next four quarters (provided that our general partner may not establish cash reserves for distributions pursuant to this bullet point if the effect of such reserves will prevent us from distributing the minimum quarterly distribution on all Common Units and any cumulative arrearages on such Common Units for the current quarter);
|
•
|
plus, if our General Partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.
|
|
|
Marginal Percentage Interest in Distributions
|
|||
|
Total Quarterly Distribution Per Unit
|
Unitholders
|
IDR Holders
|
||
Minimum Quarterly Distribution
|
$0.3750
|
100
|
%
|
—
|
%
|
First Target Distribution
|
above $0.3750 up to $0.4313
|
100
|
%
|
—
|
%
|
Second Target Distribution
|
above $0.4313 up to $0.4688
|
85
|
%
|
15
|
%
|
Third Target Distribution
|
above $0.4688 up to $0.5625
|
75
|
%
|
25
|
%
|
Thereafter
|
above $0.5625
|
50
|
%
|
50
|
%
|
•
|
distributions of available cash from operating surplus on each of the outstanding Common Units and Subordinated Units equaled or exceeded $1.50 (the annualized minimum quarterly distribution), for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;
|
•
|
the adjusted operating surplus generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of $1.50 (the annualized minimum quarterly distribution) on all of the outstanding Common Units and Subordinated Units during those periods on a fully diluted basis; and
|
•
|
there are no arrearages in payment of the minimum quarterly distribution on the Common Units.
|
•
|
distributions of available cash from operating surplus on each of the outstanding Common Units and Subordinated Units equaled or exceeded $2.25 (150% of the annualized minimum quarterly distribution), for the four-quarter period immediately preceding that date;
|
•
|
the adjusted operating surplus generated during the four-quarter period immediately preceding that date equaled or exceeded the sum of (i) $2.25 (150% of the annualized minimum quarterly distribution) on all of the outstanding Common Units and Subordinated Units during that period on a fully diluted basis and (ii) the corresponding distributions on the incentive distribution rights; and
|
•
|
there are no arrearages in payment of the minimum quarterly distribution on the Common Units.
|
|
Year Ended December 31,
|
||||||||||||||||||
(thousands, except as noted)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Statements of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Revenues
|
$
|
495,520
|
|
|
$
|
239,281
|
|
|
$
|
160,724
|
|
|
$
|
87,837
|
|
|
$
|
2,086
|
|
Net Income
|
188,876
|
|
|
163,636
|
|
|
85,502
|
|
|
38,042
|
|
|
(15,091
|
)
|
|||||
Net Income Attributable to Noble Midstream Partners LP
|
162,734
|
|
|
140,572
|
|
|
28,458
|
|
|
N/A
|
|
N/A
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.96
|
|
|
$
|
4.10
|
|
|
$
|
0.89
|
|
|
N/A
|
|
N/A
|
||||
Diluted
|
3.96
|
|
|
4.10
|
|
|
0.89
|
|
|
N/A
|
|
N/A
|
|||||||
Cash Distributions Declared per Limited Partner Unit
|
2.1913
|
|
|
1.8113
|
|
|
0.4333
|
|
|
N/A
|
|
N/A
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
10,740
|
|
|
$
|
18,026
|
|
|
$
|
57,421
|
|
|
$
|
26,612
|
|
|
$
|
—
|
|
Total Property, Plant and Equipment, Net
|
1,421,252
|
|
|
661,768
|
|
|
279,403
|
|
|
250,933
|
|
|
195,513
|
|
|||||
Intangible Assets, Net
|
310,202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill
|
109,734
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Assets
|
1,997,917
|
|
|
829,758
|
|
|
369,359
|
|
|
305,318
|
|
|
216,512
|
|
|||||
Long-Term Debt
|
559,021
|
|
|
85,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Liabilities
|
681,684
|
|
|
213,528
|
|
|
26,454
|
|
|
41,779
|
|
|
2,839
|
|
|||||
Total Equity
|
1,316,233
|
|
|
616,230
|
|
|
342,905
|
|
|
263,539
|
|
|
213,673
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
239,797
|
|
|
$
|
166,228
|
|
|
$
|
118,451
|
|
|
$
|
69,394
|
|
|
$
|
(12,534
|
)
|
Net Cash Used in Investing Activities
|
(1,265,354
|
)
|
|
(362,195
|
)
|
|
(38,137
|
)
|
|
(54,461
|
)
|
|
(79,904
|
)
|
|||||
Net Cash Provided by (Used in) Financing Activities
|
981,717
|
|
|
194,077
|
|
|
(49,505
|
)
|
|
11,679
|
|
|
92,438
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-GAAP Financial Measures(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
274,896
|
|
|
$
|
179,002
|
|
|
$
|
126,271
|
|
|
$
|
72,754
|
|
|
$
|
(9,388
|
)
|
Adjusted EBITDA Attributable to Noble Midstream Partners LP
|
221,444
|
|
|
154,509
|
|
|
30,697
|
|
|
N/A
|
|
N/A
|
|||||||
Distributable Cash Flow of Noble Midstream Partners LP
|
184,685
|
|
|
137,935
|
|
|
28,425
|
|
|
N/A
|
|
N/A
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Throughput and Crude Oil Sales Volumes
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude Oil Sales Volumes (Bbl/d)
|
6,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Crude Oil Gathering Volumes (Bbl/d)
|
171,330
|
|
|
65,655
|
|
|
45,236
|
|
|
33,977
|
|
|
16,522
|
|
|||||
Natural Gas Gathering Volumes (MMBtu/d)
|
310,087
|
|
|
180,918
|
|
|
132,147
|
|
|
86,103
|
|
|
71,137
|
|
|||||
Crude Oil and Natural Gas Gathering Volumes (Boe/d)
|
217,214
|
|
|
88,850
|
|
|
62,178
|
|
|
45,016
|
|
|
25,642
|
|
|||||
Produced Water Gathering Volumes (Bbl/d)
|
101,200
|
|
|
24,431
|
|
|
10,592
|
|
|
5,198
|
|
|
5,422
|
|
|||||
Fresh Water Services Volumes (Bbl/d)
|
175,754
|
|
|
155,990
|
|
|
94,227
|
|
|
51,980
|
|
|
43,797
|
|
(1)
|
Adjusted EBITDA and Distributable Cash Flow are not defined in GAAP and should not be considered an alternative to, or more meaningful than, net income, net cash provided by operating activities or any other measure as reported in accordance with GAAP. For definitions and reconciliations of Adjusted EBITDA and Distributable Cash Flow to their most directly comparable financial measures calculated and presented in accordance with GAAP, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations.
|
•
|
•
|
•
|
•
|
•
|
•
|
average crude oil sales volumes of 6.1 MBbl/d;
|
•
|
average crude oil gathering volumes of 171.3 MBbl/d;
|
•
|
average natural gas gathering volumes of 310.1 BBtu/d;
|
•
|
average produced water gathering volumes of 101.2 MBbl/d;
|
•
|
average fresh water delivery volumes of 175.8 MBbl/d;
|
•
|
completion of the Coronado, Collier and Billy Miner Train II CGFs in the Delaware Basin;
|
•
|
commencement of gathering services for Noble in the Mustang IDP area; and
|
•
|
commencement of gathering services for a third party producer in the Delaware Basin.
|
•
|
closing of the Black Diamond Acquisition on January 31, 2018;
|
•
|
extending the maturity date of our revolving credit facility to March 2023 and increasing the facility size to $800 million with the ability to increase the borrowing capacity by an additional $350 million; and
|
•
|
entering into the term loan credit facility that permitted aggregate borrowing up to $500 million.
|
•
|
net income of $188.9 million, of which $162.7 million is attributable to the Partnership;
|
•
|
declared and paid a cash distribution per unit each quarter during 2018 that represented a 20% increase over the prior year quarter distribution per unit;
|
•
|
declared and paid a cash distribution per unit each quarter during 2018 that represented a 4.7% increase over the prior quarter distribution per unit;
|
•
|
net cash provided by operating activities of $239.8 million;
|
•
|
Adjusted EBITDA (non-GAAP financial measure) of $274.9 million, of which $221.4 million is attributable to the Partnership; and
|
•
|
distributable cash flow (non-GAAP financial measure) of $184.7 million.
|
•
|
pace of our customers’ development;
|
•
|
operating and construction costs and our ability to achieve material supplier price reductions;
|
•
|
impact of new laws and regulations on our business practices;
|
•
|
indebtedness levels; and
|
•
|
availability of financing or other sources of funding.
|
•
|
a three-year minimum volume commitment for freshwater deliveries in the Wells Ranch IDP , which will commence in 2019 and provides for deliveries of 50,000 Bbl/d in year one and increases to 60,000 Bbl/d in year two;
|
•
|
an incremental 10-year dedication for crude oil transportation from the Wells Ranch CGF to the Platteville crude oil treating facility that will commence upon the expiration of an existing third-party contract at the end of 2020; and
|
•
|
the assignment of its option with EPIC to acquire a 15% equity interest in the EPIC Y-Grade Pipeline.
|
•
|
throughput volumes (Gathering Systems and Fresh Water Delivery reportable segments);
|
•
|
operating costs and expenses;
|
•
|
Adjusted EBITDA (non-GAAP financial measure);
|
•
|
distributable cash flow (non-GAAP financial measure); and
|
•
|
capital expenditures.
|
|
Year Ended December 31,
|
||||||||||
(thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
||||||
Midstream Services — Affiliate
|
$
|
281,162
|
|
|
$
|
224,401
|
|
|
$
|
160,724
|
|
Midstream Services — Third Party
|
72,868
|
|
|
14,880
|
|
|
—
|
|
|||
Crude Oil Sales — Third Party
|
141,490
|
|
|
—
|
|
|
—
|
|
|||
Total Revenues
|
495,520
|
|
|
239,281
|
|
|
160,724
|
|
|||
Costs and Expenses
|
|
|
|
|
|
||||||
Cost of Crude Oil Sales
|
136,368
|
|
|
—
|
|
|
—
|
|
|||
Direct Operating
|
84,482
|
|
|
54,007
|
|
|
29,107
|
|
|||
Depreciation and Amortization
|
65,314
|
|
|
12,953
|
|
|
9,066
|
|
|||
General and Administrative
|
24,250
|
|
|
13,396
|
|
|
9,914
|
|
|||
Other Operating Expense
|
1,806
|
|
|
—
|
|
|
—
|
|
|||
Total Operating Expenses
|
312,220
|
|
|
80,356
|
|
|
48,087
|
|
|||
Operating Income
|
183,300
|
|
|
158,925
|
|
|
112,637
|
|
|||
Other (Income) Expense
|
|
|
|
|
|
||||||
Interest Expense, Net of Amount Capitalized
|
10,492
|
|
|
1,603
|
|
|
3,373
|
|
|||
Investment Income
|
(16,289
|
)
|
|
(6,334
|
)
|
|
(4,526
|
)
|
|||
Total Other (Income) Expense
|
(5,797
|
)
|
|
(4,731
|
)
|
|
(1,153
|
)
|
|||
Income Before Income Taxes
|
189,097
|
|
|
163,656
|
|
|
113,790
|
|
|||
Income Tax Provision
|
221
|
|
|
20
|
|
|
28,288
|
|
|||
Net Income
|
188,876
|
|
|
163,636
|
|
|
$
|
85,502
|
|
||
Less: Net Income Prior to the IPO on September 20, 2016
|
—
|
|
|
—
|
|
|
45,990
|
|
|||
Net Income Subsequent to the IPO on September 20, 2016
|
188,876
|
|
|
163,636
|
|
|
39,512
|
|
|||
Less: Net Income Attributable to Noncontrolling Interests
|
26,142
|
|
|
23,064
|
|
|
11,054
|
|
|||
Net Income Attributable to Noble Midstream Partners LP
|
$
|
162,734
|
|
|
$
|
140,572
|
|
|
$
|
28,458
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA(1) Attributable to Noble Midstream Partners LP
|
$
|
221,444
|
|
|
$
|
154,509
|
|
|
$
|
30,697
|
|
|
|
|
|
|
|
||||||
Distributable Cash Flow(1) of Noble Midstream Partners LP
|
$
|
184,685
|
|
|
$
|
137,935
|
|
|
$
|
28,425
|
|
(1)
|
Adjusted EBITDA and Distributable Cash Flow are not defined in GAAP and should not be considered an alternative to, or more meaningful than, net income, net cash provided by operating activities or any other measure as reported in accordance with GAAP. For additional information regarding our non-GAAP financial measures, please see — Adjusted EBITDA (Non-GAAP Financial Measure), Distributable Cash Flow (Non-GAAP Financial Measure) and Reconciliation of Non-GAAP Financial Measures, below.
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Colorado River DevCo LP (Wells Ranch IDP and East Pony IDP) (1)
|
|
|
|
|
|
|||
Crude Oil Gathering Volumes (Bbl/d)
|
62,255
|
|
|
56,531
|
|
|
45,236
|
|
Natural Gas Gathering Volumes (MMBtu/d)
|
221,942
|
|
|
172,284
|
|
|
132,147
|
|
Produced Water Gathering Volumes (Bbl/d)
|
16,984
|
|
|
14,097
|
|
|
10,592
|
|
Fresh Water Delivery Volumes (Bbl/d)
|
47,012
|
|
|
83,856
|
|
|
64,306
|
|
|
|
|
|
|
|
|||
San Juan River DevCo LP (East Pony IDP) (1)
|
|
|
|
|
|
|||
Fresh Water Delivery Volumes (Bbl/d)
|
—
|
|
|
34,676
|
|
|
22,423
|
|
|
|
|
|
|
|
|||
Green River DevCo LP (Mustang IDP) (1)
|
|
|
|
|
|
|||
Crude Oil Gathering Volumes (Bbl/d)
|
6,519
|
|
|
—
|
|
|
—
|
|
Natural Gas Gathering Volumes (MMBtu/d)
|
12,934
|
|
|
—
|
|
|
—
|
|
Produced Water Gathering Volumes (Bbl/d)
|
4,874
|
|
|
—
|
|
|
—
|
|
Fresh Water Delivery Volumes (Bbl/d)
|
68,312
|
|
|
—
|
|
|
7,498
|
|
|
|
|
|
|
|
|||
Blanco River DevCo LP (Delaware Basin) (1)
|
|
|
|
|
|
|||
Crude Oil Gathering Volumes (Bbl/d)
|
28,235
|
|
|
3,791
|
|
|
—
|
|
Natural Gas Gathering Volumes (MMBtu/d)
|
74,120
|
|
|
8,634
|
|
|
—
|
|
Produced Water Gathering Volumes (Bbl/d)
|
71,297
|
|
|
7,996
|
|
|
—
|
|
|
|
|
|
|
|
|||
Laramie River DevCo LP (Greeley Crescent IDP and Black Diamond Dedication Area) (1)
|
|
|
|
|
|
|||
Crude Oil Sales Volumes (Bbl/d)
|
6,129
|
|
|
—
|
|
|
—
|
|
Crude Oil Gathering Volumes (Bbl/d)
|
74,321
|
|
|
5,333
|
|
|
—
|
|
Natural Gas Gathering Volumes (MMBtu/d)
|
1,091
|
|
|
—
|
|
|
—
|
|
Produced Water Gathering Volumes (Bbl/d)
|
8,045
|
|
|
2,338
|
|
|
—
|
|
Fresh Water Delivery Volumes (Bbl/d)
|
60,430
|
|
|
37,458
|
|
|
—
|
|
|
|
|
|
|
|
|||
Total Gathering Systems
|
|
|
|
|
|
|||
Crude Oil Sales Volumes (Bbl/d)
|
6,129
|
|
|
—
|
|
|
—
|
|
Crude Oil Gathering Volumes (Bbl/d)
|
171,330
|
|
|
65,655
|
|
|
45,236
|
|
Natural Gas Gathering Volumes (MMBtu/d)
|
310,087
|
|
|
180,918
|
|
|
132,147
|
|
Barrels of Oil Equivalent (Boe/d)
|
217,214
|
|
|
88,850
|
|
|
62,178
|
|
Produced Water Gathering Volumes (Bbl/d)
|
101,200
|
|
|
24,431
|
|
|
10,592
|
|
|
|
|
|
|
|
|||
Total Fresh Water Delivery
|
|
|
|
|
|
|||
Fresh Water Services Volumes (Bbl/d)
|
175,754
|
|
|
155,990
|
|
|
94,227
|
|
(1)
|
See Item 8. Financial Statements and Supplementary Data – Note 1. Organization and Nature of Operations for DevCo ownership interests.
|
|
|
|
Increase (Decrease)
from Prior Year |
|
|
|
Increase (Decrease)
from Prior Year |
|
|
||||||||
(in thousands)
|
2018
|
|
|
2017
|
|
|
2016
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||
Crude Oil, Natural Gas and Produced Water Gathering — Affiliate
|
$
|
207,920
|
|
|
46
|
%
|
|
$
|
142,864
|
|
|
52
|
%
|
|
$
|
94,160
|
|
Crude Oil, Natural Gas and Produced Water Gathering — Third Party
|
48,387
|
|
|
1,119
|
%
|
|
3,971
|
|
|
N/M
|
|
|
—
|
|
|||
Fresh Water Delivery — Affiliate
|
69,266
|
|
|
(9
|
)%
|
|
75,860
|
|
|
26
|
%
|
|
60,001
|
|
|||
Fresh Water Delivery — Third Party
|
19,345
|
|
|
77
|
%
|
|
10,909
|
|
|
N/M
|
|
|
—
|
|
|||
Crude Oil Sales — Third Party
|
141,490
|
|
|
N/M
|
|
|
—
|
|
|
N/M
|
|
|
—
|
|
|||
Other — Affiliate
|
3,976
|
|
|
(30
|
)%
|
|
5,677
|
|
|
(13
|
)%
|
|
6,563
|
|
|||
Other — Third Party
|
5,136
|
|
|
N/M
|
|
|
—
|
|
|
N/M
|
|
|
—
|
|
|||
Total Midstream Services Revenues
|
$
|
495,520
|
|
|
107
|
%
|
|
$
|
239,281
|
|
|
49
|
%
|
|
$
|
160,724
|
|
•
|
an increase of $141.5 million in crude oil sales due to the commencement of services upon closing of the Black Diamond Acquisition;
|
•
|
an increase of $43.1 million in crude oil, natural gas and produced water gathering services revenues driven by an increase in throughput volumes in the Delaware Basin resulting from a full year of gathering services revenues and the commencement of services with a third party customer during 2018;
|
•
|
an increase of $34.1 million in crude oil and natural gas gathering services revenues due to the commencement of services upon closing of the Black Diamond Acquisition;
|
•
|
an increase of $19.9 million in crude oil, natural gas and produced water gathering services revenues driven by an increase in throughput volumes in the Wells Ranch IDP and East Pony IDP;
|
•
|
an increase of $10.3 million in crude oil, natural gas and produced water gathering services revenues due to the commencement of services in the Mustang IDP during 2018;
|
•
|
an increase of $8.2 million in crude oil and produced water gathering services due to providing a full year of services in the Greeley Crescent IDP to an unaffiliated third party; and
|
•
|
an increase of $3.5 million in crude oil, natural gas and produced water gathering services revenue driven by rate escalations in the Wells Ranch IDP and East Pony IDP;
|
•
|
a decrease of $15.0 million in produced water hauling, recycling and disposal services driven by decreased use of third party services in the Wells Ranch IDP and East Pony IDP.
|
•
|
an increase of $24.4 million in crude oil, natural gas and produced water gathering services revenues driven by an increase in throughput volumes in the Wells Ranch IDP and East Pony IDP resulting from expansion and gathering system growth;
|
•
|
an increase of $14.3 million in produced water hauling, recycling and disposal services driven by increased use of third party services in the Wells Ranch IDP and East Pony IDP;
|
•
|
an increase of $5.3 million in crude oil, natural gas and produced water gathering services revenues due to the commencement of services in the Delaware Basin during third quarter 2017;
|
•
|
an increase of $4.1 million in crude oil, natural gas and produced water gathering services revenues driven by rate escalations in the Wells Ranch IDP and East Pony IDP;
|
•
|
an increase of $4.0 million in crude oil and produced water gathering services revenues due to the commencement of services in the Greeley Crescent IDP to an unaffiliated third party in 2017.
|
•
|
an increase of $36.7 million in fresh water delivery revenues due to the recommencement of services in the Mustang IDP during 2018; and
|
•
|
an increase of $8.4 million in fresh water delivery revenues driven by increased fresh water volumes delivered to a third party customer in the Greeley Crescent IDP;
|
•
|
a decrease of $43.3 million in fresh water delivery revenues due to a decrease in fresh water deliveries in the Wells Ranch IDP and East Pony IDP resulting from reduced well completion activity by Noble.
|
•
|
an increase of $18.5 million in fresh water delivery revenues driven by increased fresh water volumes required per well for higher intensity completions in the Wells Ranch IDP and East Pony IDP;
|
•
|
an increase of $10.9 million in fresh water delivery revenues due to the commencement of services in the Greeley Crescent IDP to an unaffiliated third party in 2017; and
|
•
|
an increase of $2.1 million in fresh water delivery revenues driven by rate escalations in the Wells Ranch IDP and East Pony IDP;
|
•
|
a decrease of $4.7 million in fresh water delivery revenues due to a decrease in fresh water deliveries in the Mustang IDP resulting from the timing of well completion activity by Noble.
|
|
|
|
Increase
from Prior Year |
|
|
|
Increase
from Prior Year |
|
|
||||||||
(in thousands)
|
2018
|
|
|
2017
|
|
|
2016
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of Crude Oil Sales
|
$
|
136,368
|
|
|
N/M
|
|
|
$
|
—
|
|
|
N/M
|
|
|
$
|
—
|
|
Direct Operating
|
84,482
|
|
|
56
|
%
|
|
54,007
|
|
|
86
|
%
|
|
29,107
|
|
|||
Depreciation and Amortization
|
65,314
|
|
|
404
|
%
|
|
12,953
|
|
|
43
|
%
|
|
9,066
|
|
|||
General and Administrative
|
24,250
|
|
|
81
|
%
|
|
13,396
|
|
|
35
|
%
|
|
9,914
|
|
|||
Other Operating Expense
|
1,806
|
|
|
N/M
|
|
|
—
|
|
|
N/M
|
|
|
—
|
|
|||
Total Operating Expenses
|
$
|
312,220
|
|
|
289
|
%
|
|
$
|
80,356
|
|
|
67
|
%
|
|
$
|
48,087
|
|
|
|
|
Increase (Decrease)
from Prior Year |
|
|
|
Increase (Decrease)
from Prior Year |
|
|
||||||||
(in thousands)
|
2018
|
|
|
2017
|
|
|
2016
|
||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||
Other (Income) Expense
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Expense
|
$
|
16,848
|
|
|
315
|
%
|
|
$
|
4,059
|
|
|
(3
|
)%
|
|
$
|
4,180
|
|
Capitalized Interest
|
(6,356
|
)
|
|
159
|
%
|
|
(2,456
|
)
|
|
204
|
%
|
|
(807
|
)
|
|||
Interest Expense, Net
|
10,492
|
|
|
555
|
%
|
|
1,603
|
|
|
(52
|
)%
|
|
3,373
|
|
|||
Investment Income
|
(16,289
|
)
|
|
157
|
%
|
|
(6,334
|
)
|
|
40
|
%
|
|
(4,526
|
)
|
|||
Total Other (Income) Expense
|
$
|
(5,797
|
)
|
|
23
|
%
|
|
$
|
(4,731
|
)
|
|
310
|
%
|
|
$
|
(1,153
|
)
|
•
|
our operating performance as compared with 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.
|
|
Year Ended December 31,
|
||||||||||
(thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Reconciliation from Net Income
|
|
|
|
|
|
||||||
Net Income
|
$
|
188,876
|
|
|
$
|
163,636
|
|
|
$
|
85,502
|
|
Add:
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
65,314
|
|
|
12,953
|
|
|
9,066
|
|
|||
Interest Expense, Net of Amount Capitalized
|
10,492
|
|
|
1,603
|
|
|
3,373
|
|
|||
Income Tax Provision
|
221
|
|
|
20
|
|
|
28,288
|
|
|||
Transaction and Integration Expenses
|
7,601
|
|
|
—
|
|
|
—
|
|
|||
Unit-Based Compensation and Other
|
2,392
|
|
|
790
|
|
|
42
|
|
|||
Adjusted EBITDA
|
274,896
|
|
|
179,002
|
|
|
$
|
126,271
|
|
||
Less:
|
|
|
|
|
|
||||||
Adjusted EBITDA Prior to the IPO on September 20, 2016
|
—
|
|
|
—
|
|
|
83,780
|
|
|||
Adjusted EBITDA Subsequent to the IPO on September 20, 2016
|
274,896
|
|
|
179,002
|
|
|
42,491
|
|
|||
Less:
|
|
|
|
|
|
||||||
Adjusted EBITDA Attributable to Noncontrolling Interests
|
53,452
|
|
|
24,493
|
|
|
11,794
|
|
|||
Adjusted EBITDA Attributable to Noble Midstream Partners LP
|
221,444
|
|
|
154,509
|
|
|
30,697
|
|
|||
Less:
|
|
|
|
|
|
||||||
Maintenance Capital Expenditures
|
20,439
|
|
|
12,840
|
|
|
2,097
|
|
|||
Cash Interest Paid
|
16,320
|
|
|
3,734
|
|
|
175
|
|
|||
Distributable Cash Flow of Noble Midstream Partners LP
|
$
|
184,685
|
|
|
$
|
137,935
|
|
|
$
|
28,425
|
|
|
Year Ended December 31,
|
||||||||||
(thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Reconciliation from Net Cash Provided by Operating Activities
|
|
|
|
|
|
||||||
Net Cash Provided by Operating Activities
|
$
|
239,797
|
|
|
$
|
166,228
|
|
|
$
|
118,451
|
|
Add:
|
|
|
|
|
|
||||||
Interest Expense, Net of Amount Capitalized
|
10,492
|
|
|
1,603
|
|
|
3,373
|
|
|||
Changes in Operating Assets and Liabilities
|
17,333
|
|
|
9,756
|
|
|
4,673
|
|
|||
Transaction and Integration Expenses
|
7,601
|
|
|
—
|
|
|
—
|
|
|||
Change in Income Tax Payable
|
221
|
|
|
20
|
|
|
—
|
|
|||
Other Adjustments
|
(548
|
)
|
|
1,395
|
|
|
(226
|
)
|
|||
Adjusted EBITDA
|
274,896
|
|
|
179,002
|
|
|
$
|
126,271
|
|
||
Less:
|
|
|
|
|
|
||||||
Adjusted EBITDA Prior to the IPO on September 20, 2016
|
—
|
|
|
—
|
|
|
83,780
|
|
|||
Adjusted EBITDA Subsequent to the IPO on September 20, 2016
|
274,896
|
|
|
179,002
|
|
|
42,491
|
|
|||
Less:
|
|
|
|
|
|
||||||
Adjusted EBITDA Attributable to Noncontrolling Interests
|
53,452
|
|
|
24,493
|
|
|
11,794
|
|
|||
Adjusted EBITDA Attributable to Noble Midstream Partners LP
|
221,444
|
|
|
154,509
|
|
|
30,697
|
|
|||
Less:
|
|
|
|
|
|
||||||
Maintenance Capital Expenditures
|
20,439
|
|
|
12,840
|
|
|
2,097
|
|
|||
Cash Interest Paid
|
16,320
|
|
|
3,734
|
|
|
175
|
|
|||
Distributable Cash Flow of Noble Midstream Partners LP
|
$
|
184,685
|
|
|
$
|
137,935
|
|
|
$
|
28,425
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash, Cash Equivalents, and Restricted Cash (1)
|
$
|
11,691
|
|
|
$
|
55,531
|
|
|
$
|
57,421
|
|
Amount Available to be Borrowed Under Our Revolving Credit Facility (2)
|
740,000
|
|
|
265,000
|
|
|
350,000
|
|
|||
Available Liquidity
|
$
|
751,691
|
|
|
$
|
320,531
|
|
|
$
|
407,421
|
|
(1)
|
See Item 8. Financial Statements and Supplementary Data – Note 2. Summary of Significant Accounting Policies and Basis of Presentation.
|
(2)
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Total Cash Provided By (Used in)
|
|
|
|
|
|
||||||
Operating Activities
|
$
|
239,797
|
|
|
$
|
166,228
|
|
|
$
|
118,451
|
|
Investing Activities
|
(1,265,354
|
)
|
|
(362,195
|
)
|
|
(38,137
|
)
|
|||
Financing Activities
|
981,717
|
|
|
194,077
|
|
|
(49,505
|
)
|
|||
(Decrease) Increase in Cash and Cash Equivalents
|
$
|
(43,840
|
)
|
|
$
|
(1,890
|
)
|
|
$
|
30,809
|
|
Obligation
|
|
2019
|
|
2020 and 2021
|
|
2022 and 2023
|
|
2024 and Beyond
|
|
Total
|
||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-Term Debt (1)
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
60,000
|
|
|
$
|
—
|
|
|
$
|
560,000
|
|
Long-Term Debt Interest Payments and Revolving Credit Facility Commitment Fee (2)
|
|
20,782
|
|
|
34,349
|
|
|
4,358
|
|
|
—
|
|
|
59,489
|
|
|||||
Asset Retirement Obligations (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,330
|
|
|
17,330
|
|
|||||
Omnibus Fee (4)
|
|
6,850
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,850
|
|
|||||
Capital Lease Obligations (5)
|
|
3,231
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,231
|
|
|||||
Operating Lease Obligations (6)
|
|
1,733
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,733
|
|
|||||
Purchase Obligations (7)
|
|
3,637
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,637
|
|
|||||
Transportation Fees (8)
|
|
1,825
|
|
|
605
|
|
|
—
|
|
|
—
|
|
|
2,430
|
|
|||||
Surface Lease Obligations (9)
|
|
129
|
|
|
259
|
|
|
178
|
|
|
2,180
|
|
|
2,746
|
|
|||||
Total Contractual Obligations
|
|
$
|
38,187
|
|
|
$
|
535,213
|
|
|
$
|
64,536
|
|
|
$
|
19,510
|
|
|
$
|
657,446
|
|
(1)
|
Long-term debt includes our revolving credit facility and term loan credit facility balances based on the maturity dates of the facilities. See Item 8. Financial Statements and Supplementary Data – Note 8. Long-Term Debt.
|
(2)
|
Interest payments are based on the outstanding balance, scheduled maturity and interest rate in effect at December 31, 2018 for each of the facilities. The commitment fee is associated with the unused portion of the revolving credit facility and is based on the unused capacity as of December 31, 2018, $740 million, for all periods presented with no borrowing capacity increases. See Item 8. Financial Statements and Supplementary Data – Note 8. Long-Term Debt.
|
(3)
|
Asset Retirement Obligations are discounted. See Item 8. Financial Statements and Supplementary Data – Note 9. Asset Retirement Obligations.
|
(4)
|
Annual general and administrative fee we pay to Noble for certain administrative and operational support services being provided to us. The annual general and administrative fee cannot be increased until after the third anniversary of the IPO and will be redetermined annually thereafter. See Item 8. Financial Statements and Supplementary Data – Note 4. Transactions with Affiliates.
|
(5)
|
Annual capital lease payments exclude regular maintenance and operational costs. See Item 8. Financial Statements and Supplementary Data – Note 15. Commitments and Contingencies.
|
(6)
|
Operating lease obligations represent non-cancelable leases for equipment used in our daily operations. Amounts have not been discounted.
|
(7)
|
Purchase obligations represent contractual agreements to purchase goods or services that are enforceable, are legally binding and specify all significant terms, including: fixed and minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. See Item 8. Financial Statements and Supplementary Data – Note 15. Commitments and Contingencies.
|
(8)
|
Our transportation fees include fixed fees for the transportation of crude oil. See Item 8. Financial Statements and Supplementary Data – Note 15. Commitments and Contingencies.
|
(9)
|
Surface lease obligations represent annual payments to landowners. See Item 8. Financial Statements and Supplementary Data – Note 15. Commitments and Contingencies.
|
•
|
maintenance capital expenditures, which are additions to property, plant and equipment made to maintain, over the long term, our production and/or operating income. We use an estimate of maintenance capital expenditures to determine our operating surplus, for purposes of determining cash available for distributions; or
|
•
|
expansion capital expenditures, which are additions to property, plant and equipment made to construct new midstream infrastructure and those expenditures incurred in order to extend the useful lives of our assets, reduce costs,
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Gathering System Expenditures (1)
|
$
|
735,425
|
|
|
$
|
373,857
|
|
|
$
|
30,020
|
|
Fresh Water Delivery System Expenditures
|
23,018
|
|
|
16,469
|
|
|
2,564
|
|
|||
Other
|
555
|
|
|
—
|
|
|
—
|
|
|||
Total Capital Expenditures
|
$
|
758,998
|
|
|
$
|
390,326
|
|
|
$
|
32,584
|
|
|
|
|
|
|
|
||||||
Additions to Investments
|
$
|
426
|
|
|
$
|
68,504
|
|
|
$
|
147
|
|
(1)
|
Gathering system expenditures include only the portion of the purchase price for the Black Diamond Acquisition allocated to Property, Plant and Equipment totaling $205.8 million.
|
Consolidated Financial Statements of Noble Midstream Partners LP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noble Midstream Partners LP
|
|
|
/s/ KPMG LLP
|
|
|
|
|
|
|
|
We have served as the Partnership’s auditor since 2015.
|
||||
|
|
|
|
|
Houston, Texas
|
|
|
|
|
February 19, 2019
|
|
|
|
|
|
|
/s/ KPMG LLP
|
|
|
Houston, Texas
|
|
|
|
|
February 19, 2019
|
|
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
10,740
|
|
|
$
|
18,026
|
|
Restricted Cash
|
951
|
|
|
37,505
|
|
||
Accounts Receivable — Affiliate
|
31,613
|
|
|
27,539
|
|
||
Accounts Receivable — Third Party
|
23,091
|
|
|
2,641
|
|
||
Crude Oil Inventory
|
2,200
|
|
|
—
|
|
||
Other Current Assets
|
2,724
|
|
|
389
|
|
||
Total Current Assets
|
71,319
|
|
|
86,100
|
|
||
Property, Plant and Equipment
|
|
|
|
||||
Total Property, Plant and Equipment, Gross
|
1,500,609
|
|
|
706,039
|
|
||
Less: Accumulated Depreciation and Amortization
|
(79,357
|
)
|
|
(44,271
|
)
|
||
Total Property, Plant and Equipment, Net
|
1,421,252
|
|
|
661,768
|
|
||
Intangible Assets, Net
|
310,202
|
|
|
—
|
|
||
Goodwill
|
109,734
|
|
|
—
|
|
||
Investments
|
82,317
|
|
|
80,461
|
|
||
Other Noncurrent Assets
|
3,093
|
|
|
1,429
|
|
||
Total Assets
|
$
|
1,997,917
|
|
|
$
|
829,758
|
|
LIABILITIES
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts Payable — Affiliate
|
$
|
2,778
|
|
|
$
|
1,616
|
|
Accounts Payable — Trade
|
92,756
|
|
|
109,893
|
|
||
Other Current Liabilities
|
9,217
|
|
|
2,876
|
|
||
Total Current Liabilities
|
104,751
|
|
|
114,385
|
|
||
Long-Term Liabilities
|
|
|
|
||||
Long-Term Debt
|
559,021
|
|
|
85,000
|
|
||
Asset Retirement Obligations
|
17,330
|
|
|
10,416
|
|
||
Other Long-Term Liabilities
|
582
|
|
|
3,727
|
|
||
Total Liabilities
|
681,684
|
|
|
213,528
|
|
||
EQUITY
|
|
|
|
||||
Partners’ Equity
|
|
|
|
||||
Limited Partner
|
|
|
|
||||
Common Units (23,759 and 23,712 units outstanding, respectively)
|
699,866
|
|
|
642,616
|
|
||
Subordinated Units (15,903 units outstanding)
|
(130,207
|
)
|
|
(168,136
|
)
|
||
General Partner
|
2,421
|
|
|
520
|
|
||
Total Partners’ Equity
|
572,080
|
|
|
475,000
|
|
||
Noncontrolling Interests
|
744,153
|
|
|
141,230
|
|
||
Total Equity
|
1,316,233
|
|
|
616,230
|
|
||
Total Liabilities and Equity
|
$
|
1,997,917
|
|
|
$
|
829,758
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
|
|
||||
Midstream Services — Affiliate
|
$
|
281,162
|
|
|
$
|
224,401
|
|
|
$
|
160,724
|
|
Midstream Services — Third Party
|
72,868
|
|
|
14,880
|
|
|
—
|
|
|||
Crude Oil Sales — Third Party
|
141,490
|
|
|
—
|
|
|
—
|
|
|||
Total Revenues
|
495,520
|
|
|
239,281
|
|
|
160,724
|
|
|||
Costs and Expenses
|
|
|
|
|
|
||||||
Cost of Crude Oil Sales
|
136,368
|
|
|
—
|
|
|
—
|
|
|||
Direct Operating
|
84,482
|
|
|
54,007
|
|
|
29,107
|
|
|||
Depreciation and Amortization
|
65,314
|
|
|
12,953
|
|
|
9,066
|
|
|||
General and Administrative
|
24,250
|
|
|
13,396
|
|
|
9,914
|
|
|||
Other Operating Expense
|
1,806
|
|
|
—
|
|
|
—
|
|
|||
Total Operating Expenses
|
312,220
|
|
|
80,356
|
|
|
48,087
|
|
|||
Operating Income
|
183,300
|
|
|
158,925
|
|
|
112,637
|
|
|||
Other (Income) Expense
|
|
|
|
|
|
||||||
Interest Expense, Net of Amount Capitalized
|
10,492
|
|
|
1,603
|
|
|
3,373
|
|
|||
Investment Income
|
(16,289
|
)
|
|
(6,334
|
)
|
|
(4,526
|
)
|
|||
Total Other (Income) Expense
|
(5,797
|
)
|
|
(4,731
|
)
|
|
(1,153
|
)
|
|||
Income Before Income Taxes
|
189,097
|
|
|
163,656
|
|
|
113,790
|
|
|||
Income Tax Provision
|
221
|
|
|
20
|
|
|
28,288
|
|
|||
Net Income
|
188,876
|
|
|
163,636
|
|
|
85,502
|
|
|||
Less: Net Income Prior to the IPO on September 20, 2016
|
—
|
|
|
—
|
|
|
45,990
|
|
|||
Net Income Subsequent to the IPO on September 20, 2016
|
188,876
|
|
|
163,636
|
|
|
39,512
|
|
|||
Less: Net Income Attributable to Noncontrolling Interests
|
26,142
|
|
|
23,064
|
|
|
11,054
|
|
|||
Net Income Attributable to Noble Midstream Partners LP
|
162,734
|
|
|
140,572
|
|
|
28,458
|
|
|||
Less: Net Income Attributable to Incentive Distribution Rights
|
5,836
|
|
|
835
|
|
|
—
|
|
|||
Net Income Attributable to Limited Partners
|
$
|
156,898
|
|
|
$
|
139,737
|
|
|
$
|
28,458
|
|
|
|
|
|
|
|
||||||
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit
|
|
|
|
|
|
||||||
Basic
|
$
|
3.96
|
|
|
$
|
4.10
|
|
|
$
|
0.89
|
|
Diluted
|
$
|
3.96
|
|
|
$
|
4.10
|
|
|
$
|
0.89
|
|
|
|
|
|
|
|
||||||
Weighted Average Limited Partner Units Outstanding — Basic
|
|
|
|
|
|
||||||
Common Units
|
23,686
|
|
|
18,192
|
|
|
15,903
|
|
|||
Subordinated Units
|
15,903
|
|
|
15,903
|
|
|
15,903
|
|
|||
|
|
|
|
|
|
||||||
Weighted Average Limited Partner Units Outstanding — Diluted
|
|
|
|
|
|
||||||
Common Units
|
23,701
|
|
|
18,204
|
|
|
15,903
|
|
|||
Subordinated Units
|
15,903
|
|
|
15,903
|
|
|
15,903
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net Income
|
$
|
188,876
|
|
|
$
|
163,636
|
|
|
$
|
85,502
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
65,314
|
|
|
12,953
|
|
|
9,066
|
|
|||
Asset Impairment
|
3,470
|
|
|
—
|
|
|
—
|
|
|||
Deferred Income Taxes
|
—
|
|
|
—
|
|
|
28,288
|
|
|||
Income from Equity Method Investee, Net of Dividends
|
(2,661
|
)
|
|
(1,779
|
)
|
|
—
|
|
|||
Unit-Based Compensation
|
1,392
|
|
|
790
|
|
|
42
|
|
|||
Other Adjustments for Noncash Items Included in Income
|
739
|
|
|
384
|
|
|
226
|
|
|||
Changes in Operating Assets and Liabilities
|
|
|
|
|
|
||||||
Increase in Accounts Receivable
|
(13,863
|
)
|
|
(12,293
|
)
|
|
(4,637
|
)
|
|||
Increase (Decrease) in Accounts Payable
|
(6,919
|
)
|
|
1,384
|
|
|
(104
|
)
|
|||
Other Operating Assets and Liabilities, Net
|
3,449
|
|
|
1,153
|
|
|
68
|
|
|||
Net Cash Provided by Operating Activities
|
239,797
|
|
|
166,228
|
|
|
118,451
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Additions to Property, Plant and Equipment
|
(616,383
|
)
|
|
(294,664
|
)
|
|
(41,115
|
)
|
|||
Black Diamond Acquisition, Net of Cash Acquired
|
(649,868
|
)
|
|
—
|
|
|
—
|
|
|||
Additions to Investments
|
(426
|
)
|
|
(68,504
|
)
|
|
(147
|
)
|
|||
Distributions from Cost Method Investee
|
1,323
|
|
|
973
|
|
|
1,275
|
|
|||
Proceeds from Asset Sale — Affiliate
|
—
|
|
|
—
|
|
|
1,850
|
|
|||
Net Cash Used in Investing Activities
|
(1,265,354
|
)
|
|
(362,195
|
)
|
|
(38,137
|
)
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Distributions to Parent
|
—
|
|
|
—
|
|
|
(42,480
|
)
|
|||
Contributions from Parent
|
—
|
|
|
—
|
|
|
1,036
|
|
|||
Proceeds from IPO, Net of Cash Offering Costs
|
—
|
|
|
—
|
|
|
300,625
|
|
|||
Distribution to Noble Subsequent to the IPO
|
—
|
|
|
—
|
|
|
(296,820
|
)
|
|||
Distributions to Noncontrolling Interests
|
(9,257
|
)
|
|
(21,737
|
)
|
|
(10,057
|
)
|
|||
Cash Contributions from Noncontrolling Interests
|
605,864
|
|
|
124,684
|
|
|
325
|
|
|||
Borrowings Under Revolving Credit Facility
|
777,000
|
|
|
325,000
|
|
|
—
|
|
|||
Repayment of Revolving Credit Facility
|
(802,000
|
)
|
|
(240,000
|
)
|
|
—
|
|
|||
Proceeds from Term Loan Credit Facility
|
500,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from Equity Offerings, Net of Cash Offering Costs
|
—
|
|
|
312,579
|
|
|
—
|
|
|||
Distribution to Noble for Contributed Assets
|
—
|
|
|
(245,000
|
)
|
|
—
|
|
|||
Distributions to Unitholders
|
(86,841
|
)
|
|
(59,917
|
)
|
|
—
|
|
|||
Repayment of Capital Lease Obligation
|
—
|
|
|
(1,532
|
)
|
|
(214
|
)
|
|||
Debt Issuance Costs and Other
|
(3,049
|
)
|
|
—
|
|
|
(1,920
|
)
|
|||
Net Cash Provided by (Used in) Financing Activities
|
981,717
|
|
|
194,077
|
|
|
(49,505
|
)
|
|||
(Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash
|
(43,840
|
)
|
|
(1,890
|
)
|
|
30,809
|
|
|||
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period
|
55,531
|
|
|
57,421
|
|
|
26,612
|
|
|||
Cash, Cash Equivalents, and Restricted Cash at End of Period
|
$
|
11,691
|
|
|
$
|
55,531
|
|
|
$
|
57,421
|
|
|
Predecessor
|
|
Partnership
|
|
|
||||||||||||||
|
Parent Net Investment
|
|
Common Units
|
Subordinated Units
|
General Partner
|
Noncontrolling Interests
|
Total
|
||||||||||||
December 31, 2015
|
$
|
263,539
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
263,539
|
|
Net Income, January 1, 2016 to September 19, 2016
|
45,990
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
45,990
|
|
||||||
Contributions from Parent
|
1,155
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,155
|
|
||||||
Distributions to Parent
|
$
|
(42,480
|
)
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(42,480
|
)
|
September 19, 2016 (Prior to the IPO)
|
$
|
268,204
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
268,204
|
|
Elimination of Current and Deferred Tax Liability
|
41,428
|
|
|
|
—
|
|
—
|
|
—
|
|
41,428
|
|
|||||||
Allocation of Net Investment to Unitholders
|
(309,632
|
)
|
|
21,112
|
|
219,779
|
|
—
|
|
68,741
|
|
—
|
|
||||||
Proceeds from IPO, Net of Offering Costs
|
—
|
|
|
298,968
|
|
—
|
|
—
|
|
—
|
|
298,968
|
|
||||||
Proceeds from IPO Distributed to Noble
|
—
|
|
|
(26,013
|
)
|
(270,807
|
)
|
—
|
|
—
|
|
(296,820
|
)
|
||||||
Net Income, Subsequent to the IPO on September 20, 2016
|
—
|
|
|
14,229
|
|
14,229
|
|
—
|
|
11,054
|
|
39,512
|
|
||||||
Unit-Based Compensation
|
—
|
|
|
42
|
|
—
|
|
—
|
|
—
|
|
42
|
|
||||||
Contributions from Noncontrolling Interests(1)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
1,628
|
|
1,628
|
|
||||||
Distributions to Noncontrolling Interests
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(10,057
|
)
|
(10,057
|
)
|
||||||
December 31, 2016
|
$
|
—
|
|
|
$
|
308,338
|
|
$
|
(36,799
|
)
|
$
|
—
|
|
$
|
71,366
|
|
$
|
342,905
|
|
Net Income
|
—
|
|
|
75,076
|
|
64,661
|
|
835
|
|
23,064
|
|
163,636
|
|
||||||
Contributions from Noncontrolling Interests
|
—
|
|
|
—
|
|
—
|
|
—
|
|
123,381
|
|
123,381
|
|
||||||
Distributions to Noncontrolling Interests
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(21,737
|
)
|
(21,737
|
)
|
||||||
Distributions to Unitholders
|
—
|
|
|
(31,672
|
)
|
(27,930
|
)
|
(315
|
)
|
—
|
|
(59,917
|
)
|
||||||
Net Proceeds from Offerings
|
—
|
|
|
312,172
|
|
—
|
|
—
|
|
—
|
|
312,172
|
|
||||||
Distribution to Noble for Contributed Assets
|
—
|
|
|
(28,459
|
)
|
(216,541
|
)
|
—
|
|
—
|
|
(245,000
|
)
|
||||||
Contributed Assets Transfer from Noble
|
—
|
|
|
6,371
|
|
48,473
|
|
—
|
|
(54,844
|
)
|
—
|
|
||||||
Unit-Based Compensation
|
—
|
|
|
790
|
|
—
|
|
—
|
|
—
|
|
790
|
|
||||||
December 31, 2017
|
$
|
—
|
|
|
$
|
642,616
|
|
$
|
(168,136
|
)
|
$
|
520
|
|
$
|
141,230
|
|
$
|
616,230
|
|
Net Income
|
—
|
|
|
93,875
|
|
63,023
|
|
5,836
|
|
26,142
|
|
188,876
|
|
||||||
Contributions from Noncontrolling Interests
|
—
|
|
|
—
|
|
—
|
|
—
|
|
605,864
|
|
605,864
|
|
||||||
Distributions to Noncontrolling Interests
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(9,257
|
)
|
(9,257
|
)
|
||||||
Distributions to Unitholders
|
—
|
|
|
(49,610
|
)
|
(33,296
|
)
|
(3,935
|
)
|
—
|
|
(86,841
|
)
|
||||||
Black Diamond Equity Ownership Promote Vesting (2)
|
—
|
|
|
11,624
|
|
8,202
|
|
—
|
|
(19,826
|
)
|
—
|
|
||||||
Unit-Based Compensation
|
—
|
|
|
1,392
|
|
—
|
|
—
|
|
—
|
|
1,392
|
|
||||||
Other
|
—
|
|
|
(31
|
)
|
—
|
|
—
|
|
—
|
|
(31
|
)
|
||||||
December 31, 2018
|
$
|
—
|
|
|
$
|
699,866
|
|
$
|
(130,207
|
)
|
$
|
2,421
|
|
$
|
744,153
|
|
$
|
1,316,233
|
|
(1)
|
Includes an outstanding cash call as of December 31, 2016.
|
(2)
|
See Note 2. Summary of Significant Accounting Policies and Basis of Presentation for further discussion of the Black Diamond equity ownership promote vesting.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
DevCo
|
Areas Served
|
NBLX Dedicated Service
|
NBLX Ownership
|
Noncontrolling Interest(1)
|
Colorado River DevCo LP
|
Wells Ranch IDP (DJ Basin)
East Pony (DJ Basin)
All Noble DJ Basin Acreage
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
Crude Oil Gathering
Crude Oil Treating
|
100%
|
N/A
|
San Juan River DevCo LP
|
East Pony IDP (DJ Basin)
|
Water Services
|
25%
|
75%
|
Green River DevCo LP
|
Mustang IDP (DJ Basin)
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
|
25%
|
75%
|
Laramie River DevCo LP (2)
|
Greeley Crescent IDP (DJ Basin)
|
Crude Oil Gathering
Water Services
|
100%
|
N/A
|
Black Diamond Dedication Area (DJ Basin)
|
Crude Oil Gathering
Natural Gas Gathering
|
54.4%
|
45.6%
|
|
Blanco River DevCo LP
|
Delaware Basin
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
|
40%
|
60%
|
Gunnison River DevCo LP
|
Bronco IDP (DJ Basin) (3)
|
Crude Oil Gathering
Water Services
|
5%
|
95%
|
Trinity River DevCo LLC (4)
|
Delaware Basin
|
Natural Gas Compression
Crude Oil Transmission
|
100%
|
N/A
|
(1)
|
The noncontrolling interest represents Noble’s retained ownership interest in each DevCo. The noncontrolling interest in Black Diamond represents Greenfield Member's interest in Black Diamond.
|
(2)
|
(3)
|
The Bronco IDP is a future development area. We currently have no midstream infrastructure assets in the Bronco IDP.
|
(4)
|
Our interest in the Advantage Joint Venture is owned through Trinity River DevCo LLC.
|
•
|
crude oil gathering systems;
|
•
|
natural gas gathering systems and compression units;
|
•
|
crude oil treating facilities;
|
•
|
produced water collection, gathering, and cleaning systems; and
|
•
|
fresh water storage and delivery systems.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
•
|
Level 1 measurements are fair value measurements which use quoted market prices (unadjusted) in active markets for identical assets or liabilities.
|
•
|
Level 2 measurements are fair value measurements which use inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly.
|
•
|
Level 3 measurements are fair value measurements which use unobservable inputs.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
•
|
elect the package of ‘practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs;
|
•
|
adopt the practical expedient pertaining to land easements and plan to account for existing land easements under our current accounting policy;
|
•
|
elect the short-term lease recognition exemption for all leases that qualify and as such, no right-of-use (ROU) asset or lease liability will be recorded on the balance sheet and no transition adjustment will be required for short-term leases; and
|
•
|
elect the practical expedient to not separate lease and non-lease components for all of our leases.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Twelve Months Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
$
|
18,026
|
|
|
$
|
57,421
|
|
|
$
|
26,612
|
|
Restricted Cash at Beginning of Period (1)
|
37,505
|
|
|
—
|
|
|
—
|
|
|||
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period
|
$
|
55,531
|
|
|
$
|
57,421
|
|
|
$
|
26,612
|
|
|
|
|
|
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
10,740
|
|
|
$
|
18,026
|
|
|
$
|
57,421
|
|
Restricted Cash at End of Period (1) (2)
|
951
|
|
|
37,505
|
|
|
—
|
|
|||
Cash, Cash Equivalents, and Restricted Cash at End of Period
|
$
|
11,691
|
|
|
$
|
55,531
|
|
|
$
|
57,421
|
|
(1)
|
Restricted cash represents the amount held in escrow at December 31, 2017 for the Black Diamond Acquisition.
|
(2)
|
Restricted cash represents the amount held as collateral at December 31, 2018 for certain of our letters of credit.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
(1)
|
(2)
|
Based upon the purchase price allocation, we have recognized $109.7 million of goodwill, all of which is assigned to the Black Diamond reporting unit within the Gathering Systems reportable segment. As a result of the acquisition, we expect to realize certain synergies which may result from our operation of the Black Diamond system.
|
|
Year Ended December 31,
|
||||||
(in thousands, except per unit amounts)
|
2018
|
|
2017
|
||||
Revenues
|
$
|
506,032
|
|
|
$
|
355,159
|
|
Net Income
|
186,391
|
|
|
138,940
|
|
||
Net Income Attributable to Noble Midstream Partners LP
|
$
|
161,068
|
|
|
$
|
123,375
|
|
|
|
|
|
||||
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit
|
|
|
|
||||
Basic
|
$
|
3.92
|
|
|
$
|
3.59
|
|
Diluted
|
$
|
3.92
|
|
|
$
|
3.59
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Crude Oil, Natural Gas and Produced Water Gathering
|
$
|
207,920
|
|
|
$
|
142,864
|
|
|
$
|
94,160
|
|
Fresh Water Delivery
|
69,266
|
|
|
75,860
|
|
|
60,001
|
|
|||
Other
|
3,976
|
|
|
5,677
|
|
|
6,563
|
|
|||
Total Midstream Services — Affiliate
|
$
|
281,162
|
|
|
$
|
224,401
|
|
|
$
|
160,724
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
General and Administrative Expense — Affiliate
|
$
|
7,493
|
|
|
$
|
7,323
|
|
|
$
|
6,984
|
|
General and Administrative Expense — Third Party
|
16,757
|
|
|
6,073
|
|
|
2,930
|
|
|||
Total General and Administrative Expense
|
$
|
24,250
|
|
|
$
|
13,396
|
|
|
$
|
9,914
|
|
•
|
Crude Oil Gathering Agreement - Under the applicable crude oil gathering agreement, we receive a volumetric fee per barrel (Bbl) for the crude oil gathering services we provide.
|
•
|
Natural Gas Gathering Agreement - Under the natural gas gathering agreement, we receive a volumetric fee per million British Thermal Units (MMBtu) for the natural gas gathering services we provide.
|
•
|
Produced Water Services Agreement - Under the applicable produced water services agreement, we receive a fee for collecting, cleaning or otherwise disposing of water produced from operating crude oil and natural gas wells in the dedication area. The fee is comprised of a volumetric component for services we provide directly and a pass through component for services we provide through contracts with third parties.
|
•
|
Fresh Water Services Agreement - Under the applicable fresh water services agreement, we receive a fee for delivering fresh water. The fee is comprised of a volumetric component for services we provide directly and a pass through component for services we provide through contracts with third parties. The cost of storing the fresh water is included in the delivery fee.
|
•
|
Crude Oil Treating Agreement - Under the crude oil treating agreement, we receive a monthly fee for the crude oil treating services we provide based on each well operated by Noble that is producing in paying quantities that is not connected to our crude oil gathering systems during such month.
|
•
|
Natural Gas Compression Agreement - Under the applicable natural gas compression agreement, we receive a volumetric fee per thousand cubic feet (Mcf) for the natural gas compression services we provide.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
•
|
our payment of an annual general and administrative fee, initially in the amount of $6.9 million (prorated for the first year of service), for the provision of certain services by Noble and its affiliates, which fee cannot be increased until after the third anniversary of the IPO with annual redetermination thereafter;
|
•
|
our right of first refusal on existing Noble and future Noble acquired assets and the right to provide certain services, including the right to provide crude oil gathering, natural gas gathering and processing, and water services on certain acreage owned, or to be acquired, by Noble;
|
•
|
our right of first offer to acquire Noble’s retained interests in each of the DevCos; and
|
•
|
an indemnity by Noble for certain environmental and other liabilities, and our obligation to indemnify Noble for events and conditions associated with the operations of its assets that occur after the closing of the IPO and for environmental liabilities related to our assets to the extent Noble is not required to indemnify us.
|
•
|
secondment by Noble of certain operational, construction, design and management employees and contractors to our general partner, us and our subsidiaries to provide management, maintenance and operational functions with respect to our assets. These functions include performing the activities and day-to-day management of the business pursuant to certain commercial agreements listed in the Operational Services Agreement, and designing, building, constructing and otherwise installing the infrastructure required by such agreements;
|
•
|
reimbursement by us to Noble of the cost of the seconded employees and contractors, including their wages and benefits, based on the percentage of the employee’s or contractor’s time spent working for us; and
|
•
|
an initial term of 15 years and automatic extensions for successive renewal terms of one year each, unless terminated by either party.
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Crude Oil, Natural Gas and Produced Water Gathering Systems and Facilities
|
$
|
1,199,679
|
|
|
$
|
451,275
|
|
Fresh Water Delivery System (1)
|
78,820
|
|
|
76,745
|
|
||
Crude Oil Treating Facilities
|
20,027
|
|
|
20,099
|
|
||
Construction-in-Progress (2)
|
202,083
|
|
|
157,920
|
|
||
Total Property, Plant and Equipment, at Cost
|
1,500,609
|
|
|
706,039
|
|
||
Accumulated Depreciation and Amortization
|
(79,357
|
)
|
|
(44,271
|
)
|
||
Property, Plant and Equipment, Net
|
$
|
1,421,252
|
|
|
$
|
661,768
|
|
(1)
|
Fresh water delivery system assets at December 31, 2018 and December 31, 2017 include $5 million related to a leased pond accounted for as a capital lease. See Note 15. Commitments and Contingencies.
|
(2)
|
Construction-in-progress at December 31, 2018 primarily includes $147.1 million in gathering system projects, $21.6 million in fresh water delivery system projects and $32.8 million in equipment for use in future projects. Construction-in-progress at December 31, 2017 primarily includes $157.4 million in gathering system projects and $0.5 million in fresh water delivery system projects.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
December 31, 2018
|
||||||||||
|
Useful Life
|
|
Intangible Assets, Gross
(in thousands)
|
|
Accumulated Amortization
(in thousands)
|
|
Intangible Assets, Net
(in thousands)
|
||||||
Customer Contracts and Relationships
|
7-13 years (1)
|
|
$
|
339,760
|
|
|
$
|
29,558
|
|
|
$
|
310,202
|
|
(1)
|
The weighted average useful life of our customer contracts and customer relationships is approximately 11 years.
|
(in thousands)
|
December 31, 2018
|
||
2019
|
$
|
32,301
|
|
2020
|
32,390
|
|
|
2021
|
32,301
|
|
|
2022
|
32,301
|
|
|
2023
|
32,301
|
|
|
Thereafter
|
148,608
|
|
|
Total
|
$
|
310,202
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Advantage Joint Venture (1)
|
$
|
72,944
|
|
|
$
|
70,283
|
|
White Cliffs Interest
|
9,373
|
|
|
10,178
|
|
||
Total Investments
|
$
|
82,317
|
|
|
$
|
80,461
|
|
(1)
|
We capitalized $1.7 million in acquisition related expenses that are included in the basis of the investment. As of December 31, 2018, $1.6 million in acquisition related expenses remains unamortized.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Advantage Joint Venture (1)
|
$
|
11,880
|
|
|
$
|
1,779
|
|
|
$
|
—
|
|
White Cliffs Interest
|
3,687
|
|
|
4,088
|
|
|
4,526
|
|
|||
Other (2)
|
722
|
|
|
467
|
|
|
—
|
|
|||
Total Investment Income
|
$
|
16,289
|
|
|
$
|
6,334
|
|
|
$
|
4,526
|
|
(1)
|
Includes the amortization of acquisition related expenses. As we completed the Advantage acquisition on April 3, 2017, the year-to-date results are for the period beginning on April 3, 2017 and ending on December 31, 2017.
|
(2)
|
Represents income associated with our fee for serving as the operator of the Advantage Joint Venture. The fee totals approximately $0.7 million per year.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
(in thousands, except percentages)
|
Debt
|
|
Interest Rate
|
|
Debt
|
|
Interest Rate
|
||||||
Revolving Credit Facility, due March 9, 2023
|
$
|
60,000
|
|
|
3.67
|
%
|
|
$
|
85,000
|
|
|
2.75
|
%
|
Term Loan Credit Facility, due July 31, 2021
|
500,000
|
|
|
3.42
|
%
|
|
—
|
|
|
—
|
%
|
||
Long-Term Debt, Gross
|
560,000
|
|
|
|
|
85,000
|
|
|
|
||||
Term Loan Credit Facility Unamortized Debt Issuance Costs
|
(979
|
)
|
|
|
|
—
|
|
|
|
||||
Long-Term Debt
|
$
|
559,021
|
|
|
|
|
$
|
85,000
|
|
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Asset Retirement Obligations, Beginning Balance
|
$
|
10,416
|
|
|
$
|
5,415
|
|
Liabilities Incurred
|
5,582
|
|
|
4,828
|
|
||
Revision of Estimate
|
662
|
|
|
(151
|
)
|
||
Accretion Expense (1)
|
670
|
|
|
324
|
|
||
Asset Retirement Obligations, Ending Balance
|
$
|
17,330
|
|
|
$
|
10,416
|
|
(1)
|
Accretion expense is included in depreciation and amortization expense in the consolidated statements of operations.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
(in thousands)
|
|
Gathering Systems(1)
|
|
Fresh Water Delivery(1)
|
|
Investments and Other (1) (2)
|
|
Consolidated
|
||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Midstream Services — Affiliate
|
|
$
|
211,896
|
|
|
$
|
69,266
|
|
|
$
|
—
|
|
|
$
|
281,162
|
|
Midstream Services — Third Party
|
|
53,523
|
|
|
19,345
|
|
|
—
|
|
|
72,868
|
|
||||
Crude Oil Sales — Third Party
|
|
141,490
|
|
|
—
|
|
|
—
|
|
|
141,490
|
|
||||
Total Midstream Services Revenues
|
|
406,909
|
|
|
88,611
|
|
|
—
|
|
|
495,520
|
|
||||
Cost of Crude Oil Sales
|
|
136,368
|
|
|
—
|
|
|
—
|
|
|
136,368
|
|
||||
Direct Operating Expense
|
|
68,478
|
|
|
14,269
|
|
|
1,735
|
|
|
84,482
|
|
||||
Depreciation and Amortization
|
|
63,055
|
|
|
2,259
|
|
|
—
|
|
|
65,314
|
|
||||
Income (Loss) Before Income Taxes
|
|
137,203
|
|
|
72,083
|
|
|
(20,189
|
)
|
|
189,097
|
|
||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Midstream Services — Affiliate
|
|
$
|
148,541
|
|
|
$
|
75,860
|
|
|
$
|
—
|
|
|
$
|
224,401
|
|
Midstream Services — Third Party
|
|
3,971
|
|
|
10,909
|
|
|
—
|
|
|
14,880
|
|
||||
Total Midstream Services Revenues
|
|
152,512
|
|
|
86,769
|
|
|
—
|
|
|
239,281
|
|
||||
Direct Operating Expense
|
|
37,138
|
|
|
16,011
|
|
|
858
|
|
|
54,007
|
|
||||
Depreciation and Amortization
|
|
10,687
|
|
|
2,266
|
|
|
—
|
|
|
12,953
|
|
||||
Income (Loss) Before Income Taxes
|
|
104,687
|
|
|
68,492
|
|
|
(9,523
|
)
|
|
163,656
|
|
||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Midstream Services — Affiliate
|
|
$
|
100,723
|
|
|
$
|
60,001
|
|
|
$
|
—
|
|
|
$
|
160,724
|
|
Direct Operating Expense
|
|
14,443
|
|
|
14,390
|
|
|
274
|
|
|
29,107
|
|
||||
Depreciation and Amortization
|
|
7,361
|
|
|
1,705
|
|
|
—
|
|
|
9,066
|
|
||||
Income (Loss) Before Income Taxes
|
|
78,919
|
|
|
43,906
|
|
|
(9,035
|
)
|
|
113,790
|
|
||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Intangible Assets, Net
|
|
$
|
310,202
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
310,202
|
|
Goodwill
|
|
109,734
|
|
|
—
|
|
|
—
|
|
|
109,734
|
|
||||
Total Assets
|
|
1,804,100
|
|
|
96,280
|
|
|
97,537
|
|
|
1,997,917
|
|
||||
Additions to Long-Lived Assets
|
|
735,425
|
|
|
23,018
|
|
|
555
|
|
|
758,998
|
|
||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Total Assets
|
|
$
|
593,590
|
|
|
$
|
68,178
|
|
|
$
|
167,990
|
|
|
$
|
829,758
|
|
Additions to Long-Lived Assets
|
|
373,857
|
|
|
16,469
|
|
|
—
|
|
|
390,326
|
|
||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Total Assets
|
|
$
|
224,861
|
|
|
$
|
54,542
|
|
|
$
|
89,956
|
|
|
$
|
369,359
|
|
Additions to Long-Lived Assets
|
|
30,020
|
|
|
2,564
|
|
|
—
|
|
|
32,584
|
|
(1)
|
A substantial portion of the financial statement activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. Although our investment in the Advantage Joint Venture is owned by Trinity River DevCo LLC, all financial statement activity associated with our investment is captured within the Investments and Other reportable segment. As our DevCos represent VIEs, see the above reportable segments for our VIEs impact to the consolidated financial statements.
|
(2)
|
The Investments and Other segment includes our investments in the Advantage Joint Venture and White Cliffs Interest as well as all general Partnership activity not attributable to our DevCos.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Number of Units
|
|
Weighted Average Award Date Fair Value
|
|||
Awarded and Unvested Units at December 31, 2017
|
34,704
|
|
|
$
|
45.10
|
|
Awarded
|
54,017
|
|
|
54.80
|
|
|
Vested
|
(11,049
|
)
|
|
44.62
|
|
|
Forfeited
|
(6,253
|
)
|
|
51.92
|
|
|
Awarded and Unvested Units at December 31, 2018
|
71,419
|
|
|
$
|
51.92
|
|
(1)
|
Distributions to common unitholders does not include distribution equivalent rights on units that vested under the LTIP.
|
(2)
|
The distribution for the fourth quarter 2016 is comprised of $0.3925 per unit for the fourth quarter 2016 and $0.0408 per unit for the 10-day period beginning on the closing of the IPO on September 20, 2016 and ending on September 30, 2016.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income Attributable to Noble Midstream Partners LP
|
$
|
162,734
|
|
|
$
|
140,572
|
|
|
$
|
28,458
|
|
Less: Net Income Attributable to Incentive Distribution Rights
|
5,836
|
|
|
835
|
|
|
—
|
|
|||
Net Income Attributable to Limited Partners
|
$
|
156,898
|
|
|
$
|
139,737
|
|
|
$
|
28,458
|
|
|
|
|
|
|
|
||||||
Net Income Allocable to Common Units
|
$
|
93,875
|
|
|
$
|
75,076
|
|
|
$
|
14,229
|
|
Net Income Allocable to Subordinated Units
|
63,023
|
|
|
64,661
|
|
|
14,229
|
|
|||
Net Income Attributable to Limited Partners
|
$
|
156,898
|
|
|
$
|
139,737
|
|
|
$
|
28,458
|
|
|
|
|
|
|
|
||||||
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit
|
|
|
|
|
|
||||||
Basic
|
$
|
3.96
|
|
|
$
|
4.10
|
|
|
$
|
0.89
|
|
Diluted
|
$
|
3.96
|
|
|
$
|
4.10
|
|
|
$
|
0.89
|
|
|
|
|
|
|
|
||||||
Weighted Average Limited Partner Units Outstanding — Basic
|
|
|
|
|
|
||||||
Common Units
|
23,686
|
|
|
18,192
|
|
|
15,903
|
|
|||
Subordinated Units
|
15,903
|
|
|
15,903
|
|
|
15,903
|
|
|||
|
|
|
|
|
|
||||||
Weighted Average Limited Partner Units Outstanding — Diluted
|
|
|
|
|
|
||||||
Common Units
|
23,701
|
|
|
18,204
|
|
|
15,903
|
|
|||
Subordinated Units
|
15,903
|
|
|
15,903
|
|
|
15,903
|
|
|||
|
|
|
|
|
|
||||||
Antidilutive Restricted Units
|
24
|
|
|
4
|
|
|
—
|
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
(in thousands)
|
Year Ended December 31, 2016
|
||
Current
|
$
|
15,450
|
|
Deferred
|
12,838
|
|
|
Total Income Tax Provision
|
$
|
28,288
|
|
Effective Tax Rate (1)
|
24.9
|
%
|
(1)
|
The effective tax rate for the period beginning on January 1, 2016 and ending on the IPO date was 38.1%.
|
Noble Midstream Partners LP
|
|
|
Notes to Consolidated Financial Statements
|
|
(in thousands)
|
Omnibus
Fee (1)
|
Future Minimum Capital Lease Payments
|
Future Minimum Operating Lease Payments
|
Purchase Obligations (2)
|
Transportation Fees
|
Surface Lease Obligations
|
||||||||||||
2019
|
$
|
6,850
|
|
$
|
3,231
|
|
$
|
1,733
|
|
$
|
3,637
|
|
$
|
1,825
|
|
$
|
129
|
|
2020
|
—
|
|
—
|
|
—
|
|
—
|
|
605
|
|
129
|
|
||||||
2021
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
130
|
|
||||||
2022
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
89
|
|
||||||
2023
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
89
|
|
||||||
2024 and Beyond
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,180
|
|
||||||
Total
|
$
|
6,850
|
|
$
|
3,231
|
|
$
|
1,733
|
|
$
|
3,637
|
|
$
|
2,430
|
|
$
|
2,746
|
|
(1)
|
Annual general and administrative fee we pay to Noble for certain administrative and operational support services being provided to us. The annual general and administrative fee cannot be increased until after the third anniversary of the IPO and will be redetermined annually thereafter.
|
(2)
|
Purchase obligations represent contractual agreements to purchase goods or services that are enforceable, are legally binding and specify all significant terms, including fixed and minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.
|
Noble Midstream Partners LP
|
|
|
Supplemental Quarterly Financial Information
|
|
|
|
(Unaudited)
|
|
(in thousands except per share amounts)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Total Revenues
|
|
$
|
97,733
|
|
|
$
|
121,971
|
|
|
$
|
139,163
|
|
|
$
|
136,653
|
|
Operating Income
|
|
37,375
|
|
|
42,215
|
|
|
48,249
|
|
|
55,461
|
|
||||
Income Before Income Taxes
|
|
39,210
|
|
|
44,625
|
|
|
48,609
|
|
|
56,653
|
|
||||
Net Income
|
|
39,136
|
|
|
44,442
|
|
|
48,703
|
|
|
56,595
|
|
||||
Net Income Attributable to Limited Partners
|
|
38,542
|
|
|
35,450
|
|
|
43,155
|
|
|
39,751
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
|
$
|
0.97
|
|
|
$
|
0.9
|
|
|
$
|
1.09
|
|
|
$
|
1.00
|
|
Diluted
|
|
0.97
|
|
|
0.9
|
|
|
1.09
|
|
|
1.00
|
|
||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Total Revenues
|
|
$
|
50,314
|
|
|
$
|
57,783
|
|
|
$
|
63,111
|
|
|
$
|
68,073
|
|
Operating Income
|
|
33,722
|
|
|
37,566
|
|
|
42,750
|
|
|
44,887
|
|
||||
Income Before Income Taxes
|
|
34,520
|
|
|
39,107
|
|
|
43,789
|
|
|
46,240
|
|
||||
Net Income
|
|
34,520
|
|
|
39,107
|
|
|
43,756
|
|
|
46,253
|
|
||||
Net Income Attributable to Limited Partners
|
|
24,342
|
|
|
31,500
|
|
|
41,447
|
|
|
42,448
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.77
|
|
|
$
|
0.98
|
|
|
$
|
1.15
|
|
|
$
|
1.16
|
|
Diluted
|
|
0.77
|
|
|
0.98
|
|
|
1.15
|
|
|
1.16
|
|
•
|
the requirement that a majority of the board of directors of our General Partner consist of independent directors;
|
•
|
the requirement that the board of directors of our General Partner have a nominating/corporate governance committee that is composed entirely of independent directors; and
|
•
|
the requirement that the board of directors of our General Partner have a compensation committee that is composed entirely of independent directors.
|
Name
|
Age
|
Position with Our General Partner
|
Terry R. Gerhart
|
58
|
Chief Executive Officer and Director
|
Kenneth M. Fisher
|
57
|
Chairman of the Board of Directors
|
Thomas H. Walker
|
48
|
Director
|
Brent J. Smolik
|
57
|
Director
|
Hallie A. Vanderhider
|
61
|
Director
|
Martin Salinas, Jr.
|
46
|
Director
|
Andrew E. Viens
|
64
|
Director
|
John F. Bookout, IV
|
32
|
Chief Financial Officer
|
Thomas W. Christensen
|
36
|
Chief Accounting Officer
|
John C. Nicholson
|
34
|
Chief Operating Officer
|
Harry R. Beaudry
|
48
|
General Counsel and Secretary
|
•
|
Terry R. Gerhart, Chief Executive Officer;
|
•
|
John F. Bookout, IV, Chief Financial Officer;
|
•
|
John C. Nicholson, Chief Operating Officer;
|
•
|
Thomas W. Christensen, Chief Accounting Officer; and
|
•
|
Harry R. Beaudry, General Counsel and Secretary.
|
Name
|
Base Salary as of 12/31/2017 ($)
|
Base Salary as of 12/31/2018 ($)
|
Percentage Increase
|
|||
Terry R. Gerhart
|
—
|
|
237,000
|
|
N/A
|
|
John F. Bookout, IV
|
230,000
|
|
230,000
|
|
—
|
%
|
John C. Nicholson
|
230,000
|
|
230,000
|
|
—
|
%
|
Thomas W. Christensen
|
178,000
|
|
200,000
|
|
12
|
%
|
Harry R. Beaudry
|
—
|
|
137,500
|
|
N/A
|
|
Name
|
Target (as a % of Base Salary)
|
|
Terry R. Gerhart
|
65
|
%
|
John F. Bookout, IV
|
35
|
%
|
John C. Nicholson
|
35
|
%
|
Thomas W. Christensen
|
30
|
%
|
Harry R. Beaudry
|
35
|
%
|
Name
|
2018 STIP Payout ($)
|
|
Terry R. Gerhart
|
131,421
|
|
John F. Bookout, IV
|
79,407
|
|
John C. Nicholson
|
79,407
|
|
Thomas W. Christensen
|
53,485
|
|
Harry R. Beaudry
|
39,216
|
|
Vesting Date
|
Portion of the Restricted Units that Become Vested
|
|
February 1, 2019
|
20
|
%
|
February 1, 2020
|
30
|
%
|
February 1, 2021
|
50
|
%
|
Name
|
Vesting Date
|
John F. Bookout, IV
|
February 1, 2021
|
John C. Nicholson
|
February 1, 2021
|
Harry R. Beaudry
|
October 1, 2021
|
Age of Participant
|
Contribution Percentage (Below the Social Security Wage Base)
|
Contribution Percentage (Above the Social Security Wage Base)
|
Under 35
|
4%
|
8%
|
At Least 35 but Under 48
|
7%
|
10%
|
48 and Over
|
9%
|
12%
|
Submitted by:
|
Terry R. Gerhart
|
|
Kenneth M. Fisher
|
|
Thomas H. Walker
|
|
Brent J. Smolik
|
|
Hallie A. Vanderhider
|
|
Martin Salinas, Jr.
|
|
Andrew E. Viens
|
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock Awards
($) (4)
|
Option Awards
($) (5)
|
Non-Equity Incentive Compensation ($)
|
All Other Compensation ($) (6)
|
Total ($)
|
|||||||
Terry R. Gerhart (Chief Executive Officer and Director)(1)
|
2018
|
234,536
|
|
—
|
|
794,961
|
|
45,000
|
|
131,421
|
|
47,498
|
|
1,253,416
|
|
2017
|
—
|
|
—
|
|
139,984
|
|
—
|
|
—
|
|
5,585
|
|
145,569
|
|
|
2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
John F. Bookout, IV (Chief Financial Officer)(2)
|
2018
|
230,000
|
|
—
|
|
625,834
|
|
—
|
|
79,407
|
|
52,915
|
|
988,156
|
|
2017
|
184,423
|
|
10,000
|
|
241,290
|
|
20,447
|
|
129,423
|
|
29,777
|
|
615,360
|
|
|
2016
|
44,055
|
|
50,000
|
|
9,092
|
|
3,035
|
|
14,952
|
|
6,105
|
|
127,239
|
|
|
John C. Nicholson (Chief Operating Officer)(2)
|
2018
|
230,000
|
|
—
|
|
627,963
|
|
—
|
|
79,407
|
|
53,916
|
|
991,286
|
|
2017
|
189,423
|
|
—
|
|
277,613
|
|
29,212
|
|
112,864
|
|
31,836
|
|
640,948
|
|
|
2016
|
48,868
|
|
40,000
|
|
18,792
|
|
6,265
|
|
19,478
|
|
6,883
|
|
140,286
|
|
|
Thomas W. Christensen (Chief Accounting Officer)(2)
|
2018
|
194,070
|
|
—
|
|
85,374
|
|
—
|
|
53,485
|
|
34,985
|
|
367,914
|
|
2017
|
177,424
|
|
—
|
|
150,259
|
|
20,434
|
|
65,673
|
|
30,019
|
|
443,809
|
|
|
2016
|
48,819
|
|
—
|
|
15,165
|
|
15,165
|
|
20,728
|
|
6,432
|
|
106,309
|
|
|
Harry R. Beaudry (General Counsel and Secretary)(3)
|
2018
|
132,019
|
|
—
|
|
231,236
|
|
|
39,216
|
|
27,960
|
|
430,431
|
|
(1)
|
For 2018, Mr. Gerhart devoted approximately 60% of his overall working time to our business and the amounts are prorated to reflect this. For 2017, Mr. Gerhart devoted approximately 15% of his overall working time to our business, and during 2017, the compensation he received from Noble in relation to the services he provides for us did not comprise a material amount of his total compensation.
|
(2)
|
Messrs. Bookout, Nicholson and Christensen devote substantially all of their overall working time to our business. The amounts set forth above reflect the portion of our Named Executive Officers’ compensation that is attributable to the management of the operational aspects of our business. For 2016, the amounts reported for each of Messrs. Bookout, Nicholson, and Christensen were prorated from the time of our formation in connection with our IPO on September 20, 2016.
|
(3)
|
Mr. Beaudry devoted approximately 50% of his overall working time to our business and the amounts are prorated to reflect this.
|
(4)
|
Reflects the aggregate grant date fair value of restricted stock and performance awards granted under the 2017 Plan and of restricted units awarded under our LTIP, each of which were computed in accordance with FASB ASC Topic 718. For more information regarding the restricted units, please see Item 8. Financial Statements and Supplementary Data – Note 11. Unit-Based Compensation to our financial statements for the fiscal year ended December 31, 2018. For more information regarding the restricted stock and performance awards, please see Noble’s Form 10-K for the year ended December 31, 2018 (which is not, and shall not be deemed to be, incorporated by reference herein).
|
(5)
|
Reflects the aggregate grant date fair value of non-qualified stock options granted under Noble’s 2017 Plan computed in accordance with FASB ASC Topic 718. For more information regarding the stock options, please see Noble’s Form 10-K for the year ended December 31, 2018 (which is not, and shall not be deemed to be, incorporated by reference herein).
|
(6)
|
All other compensation includes:
|
Name
|
401(k) Matching Contributions ($)
|
401(k) Retirement Savings Contributions ($)
|
Accrued Dividends ($)
|
Total All Other Compensation ($)
|
||||
Terry R. Gerhart
|
9,900
|
|
12,000
|
|
25,598
|
|
47,498
|
|
John F. Bookout, IV
|
13,800
|
|
13,264
|
|
25,851
|
|
52,915
|
|
John C. Nicholson
|
13,800
|
|
13,264
|
|
26,852
|
|
53,916
|
|
Thomas W. Christensen
|
11,644
|
|
15,555
|
|
7,786
|
|
34,985
|
|
Harry R. Beaudry
|
7,921
|
|
10,329
|
|
9,710
|
|
27,960
|
|
Name
|
Approval
Date
(1)
|
Grant
Date
(1)
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (2)
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards (3)
|
All Other
Stock
Awards:
Number of
Shares or
Units
(#)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
Grant
Date
Fair
Value
of Stock
and
Option
Awards
($)(11)
|
||||||||||||||||
Threshold
($)
|
Target
($)
|
Max
($)
|
Threshold
(#)
|
Target
(#)
|
Max
(#)
|
|||||||||||||||||||
Terry R. Gerhart
|
1/29/2018
|
2/1/2018
|
—
|
|
256,750
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
1/29/2018
|
2/1/2018
|
—
|
|
—
|
|
—
|
|
2,428
|
|
4,856
|
|
9,712
|
|
—
|
|
|
—
|
|
|
—
|
|
189,967
|
|
|
1/29/2018
|
2/1/2018
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,809
|
|
(4)
|
—
|
|
|
—
|
|
499,999
|
|
||
1/29/2018
|
2/1/2018
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,399
|
|
(5)
|
—
|
|
|
—
|
|
104,995
|
|
||
1/29/2018
|
2/1/2018
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4,298
|
|
(10)
|
30.89
|
|
45,000
|
|
||
John F. Bookout, IV
|
1/29/2018
|
2/1/2018
|
—
|
|
80,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
1/29/2018
|
2/1/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,461
|
|
(4)
|
—
|
|
|
—
|
|
82,926
|
|
|
1/29/2018
|
2/1/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,052
|
|
(6)
|
—
|
|
|
—
|
|
229,992
|
|
|
1/29/2018
|
2/1/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,685
|
|
(7)
|
—
|
|
|
—
|
|
82,940
|
|
|
1/29/2018
|
2/1/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,445
|
|
(8)
|
—
|
|
|
—
|
|
229,976
|
|
|
John C. Nicholson
|
1/29/2018
|
2/1/2018
|
—
|
|
80,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
1/29/2018
|
2/1/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,480
|
|
(4)
|
—
|
|
|
—
|
|
84,005
|
|
|
1/29/2018
|
2/1/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,052
|
|
(6)
|
—
|
|
|
—
|
|
229,992
|
|
|
1/29/2018
|
2/1/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,719
|
|
(7)
|
—
|
|
|
—
|
|
83,990
|
|
|
1/29/2018
|
2/1/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,445
|
|
(8)
|
—
|
|
|
—
|
|
229,976
|
|
|
Thomas W. Christensen
|
1/29/2018
|
2/1/2018
|
—
|
|
60,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
1/29/2018
|
2/1/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
752
|
|
(4)
|
—
|
|
|
—
|
|
42,684
|
|
|
1/29/2018
|
2/1/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,382
|
|
(7)
|
—
|
|
|
—
|
|
42,690
|
|
|
Harry R. Beaudry
|
1/29/2018
|
2/1/2018
|
—
|
|
48,125
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
1/29/2018
|
2/1/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,630
|
|
(7)
|
—
|
|
|
—
|
|
81,241
|
|
|
1/29/2018
|
2/1/2018
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,847
|
|
(9)
|
—
|
|
|
—
|
|
149,995
|
|
(1)
|
All grants were approved by the board or by Noble (or its board of directors or compensation committee), as applicable, on the approval date set forth above, but such grants became effective and were valued on the grant date set forth above.
|
(2)
|
The amounts in this column represent the target and maximum payouts under Noble’s 2018 STIP. There is no threshold amount under the STIP. Actual payouts under the STIP were determined based on Noble’s achievement against specified performance measures. For more information, please see the section entitled “Short-Term Incentive Plan” in our “Compensation Discussion and Analysis” above.
|
(3)
|
Represents the shares of performance awards granted under Noble's 2017 Plan in 2018. The shares will vest February 1, 2021 if specified performance goals are satisfied.
|
(4)
|
These grants of restricted units under our LTIP became vested as to 20% on February 1, 2019 and will become vested as to 30% on February 1, 2020 and 50% on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through each vesting date.
|
(5)
|
These grants of restricted shares of Noble stock under the 2017 Plan became vested as to 33 1/3% on February 1, 2019 and will become vested as to 33 1/3% on February 1, 2020 and 33 1/3% on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through each vesting date.
|
(6)
|
These grants of restricted units under our LTIP will become vested on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through such vesting date.
|
(7)
|
These grants of restricted shares of Noble stock under the 2017 Plan became vested as to 20% on February 1, 2019 and will become vested as to 30% on February 1, 2020 and 50% on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through each vesting date.
|
(8)
|
These grants of restricted shares of Noble stock under the 2017 Plan will become vested on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through such vesting date.
|
(9)
|
These grants of restricted units under our LTIP will become vested on October 1, 2021, subject to the applicable Named Executive Officer’s continued employment through such vesting date.
|
(10)
|
These stock options granted under the 2017 Plan became exercisable as to 1/3 of the shares of Noble stock underlying each option on February 1, 2019 and will become exercisable as to 1/3 of the shares on each of February 1, 2020, and February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through each vesting date.
|
(11)
|
Reflects the aggregate grant date fair value of restricted stock, performance awards and non-qualified stock options granted under Noble’s 2017 Plan and restricted units granted under our LTIP, in each case computed in accordance with FASB ASC Topic 718. For more information regarding the restricted units, please see Item 8. Financial Statements and Supplementary Data – Note 11. Unit-Based Compensation to our financial statements for the fiscal year ended December 31, 2018. For more information regarding the restricted stock, performance awards and stock options, please see Noble’s Form 10-K for the year ended December 31, 2018 (which is not, and shall not be deemed to be, incorporated by reference herein).
|
|
Option Awards (1)
|
Stock Awards
|
|||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Option Exercise Price ($)
|
Option Expiration Date
|
Number of Shares or Units of Stock Held That Have Not Vested (#)
|
Market Value of Shares or Units of Stock Held That Have Not Vested ($)(18)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(18)
|
|||||||||||
Terry R. Gerhart
|
11,400
|
|
—
|
|
|
36.67
|
|
12/28/2019
|
|
850
|
|
(6)
|
15,946
|
|
4,202
|
|
(19)
|
78,830
|
|
9,396
|
|
—
|
|
|
37.55
|
|
2/1/2020
|
|
3,399
|
|
(7)
|
63,765
|
|
3,548
|
|
(20)
|
66,560
|
|
|
7,548
|
|
—
|
|
|
45.20
|
|
2/1/2021
|
|
2,544
|
|
(8)
|
73,369
|
|
4,856
|
|
(21)
|
91,099
|
|
|
9,724
|
|
—
|
|
|
50.91
|
|
2/1/2022
|
|
8,809
|
|
(9)
|
254,052
|
|
—
|
|
|
—
|
|
|
1,508
|
|
—
|
|
|
50.91
|
|
2/1/2022
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
8,161
|
|
—
|
|
|
54.60
|
|
2/1/2023
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
697
|
|
—
|
|
|
56.52
|
|
4/29/2023
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
6,498
|
|
—
|
|
|
62.33
|
|
1/31/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
8,152
|
|
—
|
|
|
47.74
|
|
1/30/2025
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
8,779
|
|
4,390
|
|
(2)
|
31.65
|
|
2/1/2026
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
3,519
|
|
7,039
|
|
(3)
|
39.46
|
|
2/1/2027
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
4,298
|
|
(4)
|
30.89
|
|
2/1/2028
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
John F. Bookout, IV
|
936
|
|
—
|
|
|
47.74
|
|
1/30/2025
|
|
509
|
|
(10)
|
9,549
|
|
—
|
|
|
—
|
|
710
|
|
355
|
|
(2)
|
31.65
|
|
2/1/2026
|
|
415
|
|
(11)
|
7,785
|
|
—
|
|
|
—
|
|
|
514
|
|
1,028
|
|
(3)
|
39.46
|
|
2/1/2027
|
|
7,445
|
|
(12)
|
139,668
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
2,685
|
|
(13)
|
50,371
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
744
|
|
(8)
|
21,457
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,924
|
|
(14)
|
113,168
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
4,052
|
|
(15)
|
116,860
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1,461
|
|
(9)
|
42,135
|
|
—
|
|
|
—
|
|
|
John C. Nicholson
|
531
|
|
—
|
|
|
50.91
|
|
2/1/2022
|
|
1,052
|
|
(10)
|
19,736
|
|
—
|
|
|
—
|
|
886
|
|
—
|
|
|
54.60
|
|
2/1/2023
|
|
592
|
|
(11)
|
11,106
|
|
—
|
|
|
—
|
|
|
1,205
|
|
—
|
|
|
62.33
|
|
1/31/2024
|
|
7,445
|
|
(12)
|
139,668
|
|
—
|
|
|
—
|
|
|
1,619
|
|
—
|
|
|
47.74
|
|
1/30/2025
|
|
2,719
|
|
(13)
|
51,008
|
|
—
|
|
|
—
|
|
|
—
|
|
733
|
|
(2)
|
31.65
|
|
2/1/2026
|
|
1,062
|
|
(8)
|
30,628
|
|
—
|
|
|
—
|
|
|
734
|
|
1,469
|
|
(3)
|
39.46
|
|
2/1/2027
|
|
4,143
|
|
(14)
|
119,484
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
4,052
|
|
(15)
|
116,860
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1,480
|
|
(9)
|
42,683
|
|
—
|
|
|
—
|
|
|
Thomas W. Christensen
|
1,183
|
|
592
|
|
(2)
|
31.65
|
|
2/1/2026
|
|
849
|
|
(10)
|
15,927
|
|
—
|
|
|
—
|
|
513
|
|
1,028
|
|
(3)
|
39.46
|
|
2/1/2027
|
|
415
|
|
(11)
|
7,785
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1,382
|
|
(13)
|
25,926
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
743
|
|
(8)
|
21,428
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1,940
|
|
(14)
|
55,950
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
752
|
|
(9)
|
21,688
|
|
—
|
|
|
—
|
|
|
Harry R. Beaudry
|
504
|
|
1,008
|
|
(5)
|
32.85
|
|
03/27/2027
|
|
1,219
|
|
(16)
|
22,868
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
2,630
|
|
(13)
|
49,339
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3,847
|
|
(17)
|
110,947
|
|
—
|
|
|
—
|
|
(1)
|
The option awards in these columns are options to purchase shares of Noble stock granted under the 1992 Plan or 2017 Plan.
|
(2)
|
These options became exercisable on February 1, 2019.
|
(3)
|
One-half of these options became exercisable on February 1, 2019, and the remaining one-half will become exercisable on February 1, 2020, subject to the applicable Named Executive Officer’s continued employment through such vesting date.
|
(4)
|
One-third of these options became exercisable on February 1, 2019, and the remaining options will become exercisable as to one-third of the shares subject to the options on each of February 1, 2020 and February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through each vesting date.
|
(5)
|
One-half of these options will become exercisable on March 27, 2019, and the remaining one-half will become exercisable on March 27, 2020, subject to the applicable Named Executive Officer’s continued employment through such vesting date.
|
(6)
|
These restricted shares of Noble stock vested on February 1, 2019.
|
(7)
|
One-third of these restricted shares of Noble stock granted under the 2017 Plan vested on February 1, 2019. One-Third of these restricted shares of Noble stock will vest on February 1, 2020, and the remaining one-third will vest on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through each vesting date.
|
(8)
|
37.5% of these restricted units granted under our LTIP vested on February 1, 2019 and the remainder will vest on February 1, 2020, subject to the applicable Named Executive Officer’s continued employment through each vesting date.
|
(9)
|
20% of these restricted units granted under our LTIP vested on February 1, 2019, 30% of these restricted units will vest on February 1, 2020, and the remainder will vest on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through each vesting date.
|
(10)
|
These phantom units representing shares of Noble stock vested and were settled in cash on February 1, 2019.
|
(11)
|
37% of these restricted shares of Noble stock granted under the 1992 Plan vested on February 1, 2019 and the remainder of these restricted shares of Noble stock will vest on February 1, 2020, subject to the applicable Named Executive Officer’s continued employment through each vesting date.
|
(12)
|
These restricted shares of Noble stock granted under the 2017 Plan will vest on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through each vesting date.
|
(13)
|
20% of these restricted shares of Noble granted under the 2017 Plan vested on February 1, 2019, 30% of these restricted shares will vest on February 1, 2020, and the remainder will vest on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through each vesting date.
|
(14)
|
These restricted units granted under our LTIP will vest on May 4, 2020, subject to the applicable Named Executive Officer’s continued employment through such vesting date.
|
(15)
|
These restricted units granted under our LTIP will vest on February 1, 2021, subject to the applicable Named Executive Officer’s continued employment through such vesting date.
|
(16)
|
37% of these restricted shares of Noble stock granted under the 1992 Plan will vest on March 27, 2019 and the remainder of these restricted shares of Noble stock will vest on March 27, 2020, subject to the applicable Named Executive Officer’s continued employment through each vesting date.
|
(17)
|
These restricted units granted under our LTIP will vest on October 1, 2021, subject to the applicable Named Executive Officer’s continued employment through such vesting date.
|
(18)
|
Amounts reported in these columns are calculated based on $28.84, the closing price of our Common Units on December 31, 2018, or $18.76, the closing price of Noble stock on December 31,2018, as applicable.
|
(19)
|
Based on Noble’s formula for calculating total shareholder levels relative to a pre-determined industry peer group, none of the shares of performance-based Noble restricted stock granted under the 1992 Plan vested on February 1, 2019.
|
(20)
|
These shares of performance-based Noble restricted stock granted under the 1992 Plan will vest on February 1, 2020, subject to achievement of total stockholder return levels relative to a pre-determined industry peer group.
|
(21)
|
These shares of performance-based Noble restricted stock granted under the 2017 Plan will vest on February 1, 2021, subject to achievement of total stockholder return levels relative to a pre-determined industry peer group.
|
|
Option Awards
|
Stock Awards
|
Unit Awards
|
||||||||||
Name
|
Number of Shares Acquired on Exercise (#)
|
Value Realized on Exercise ($)(8)
|
Number of Shares Acquired on Vesting (#)
|
Value Realized on Vesting ($)(5)
|
Number of Shares Acquired on Vesting (#) (6)
|
Value Realized on Vesting ($)(7)
|
|||||||
Terry R. Gerhart
|
—
|
|
—
|
|
986
|
|
(1)
|
30,470
|
|
636
|
|
36,099
|
|
John F. Bookout, IV
|
—
|
|
—
|
|
892
|
|
(2)
|
26,747
|
|
185
|
|
10,501
|
|
John C. Nicholson
|
1,465
|
|
7,385
|
|
1,616
|
|
(2)
|
48,522
|
|
265
|
|
15,041
|
|
Thomas W. Christensen
|
—
|
|
—
|
|
1,247
|
|
(3)
|
38,235
|
|
185
|
|
10,501
|
|
Harry R. Beaudry
|
—
|
|
—
|
|
305
|
|
(4)
|
9,199
|
|
—
|
|
—
|
|
(1)
|
These amounts represent restricted stock awards granted on February 1, 2016 and February 1, 2017 which vested on February 1, 2018.
|
(2)
|
This amount represents restricted stock awards granted on February 1, 2016, February 1, 2017 and October 19, 2015 which vested on February 1, 2018, February 1, 2018 and October 19, 2018, respectively.
|
(3)
|
This amount represents restricted stock awards granted on February 1, 2016, February 1, 2017 and March 2, 2015 which vested on February 1, 2018, February 1, 2018 and March 2, 2018, respectively.
|
(4)
|
This amount represents restricted stock awards granted on March 27, 2017 which vested on March 27, 2018.
|
(5)
|
The value realized on the vesting of the restricted stock awards was calculated as the number of shares that vested (including Noble shares withheld for tax withholding purposes) multiplied by the closing price of Noble common stock on the applicable vesting date. Dividends that accrued on shares of restricted stock that vested were paid in 2018 as follows: Mr. Gerhart - $563; Mr. Bookout - $914; Mr. Nicholson - $1,652; Mr. Christensen - $1,248 and Mr. Beaudry - $122.
|
(6)
|
These amounts represent restricted unit awards granted on February 1, 2017, which vested on February 1, 2018.
|
(7)
|
The value realized on the vesting of the restricted unit awards was calculated as the number of units that vested (including NBLX units withheld for tax withholding purposes) multiplied by the closing price of NBLX Common Unit on the applicable vesting date. Distributions that accrued on units of restricted units that vested were paid in 2018 as follows: Mr. Gerhart - $1,117; Mr. Bookout - $325; Mr. Nicholson - $465; and Mr. Christensen - $325.
|
(8)
|
The value realized on the exercise of the stock options was calculated as the number of options that were exercised (including Noble shares withheld for tax withholding purposes) multiplied by the difference between the closing price of Noble common stock on the exercise date and the exercise price of the stock option.
|
•
|
A “designated reduction in force” generally means (a) the elimination of such Named Executive Officer’s job or position, (b) the permanent closing, restructuring, downsizing or reorganization of a business unit, or (c) certain corporate transactions to the extent such events are expressly designated as a designed reduction in force.
|
•
|
“Cause” generally means (a) misconduct or neglect, (b) engaging in conduct detrimental to Noble, (c) a failure to devote full-time, loyalty, best efforts, and ability to the performance of an individual’s job duties, (d) failure to perform job duties, and (e) conviction of a felony or other criminal offense.
|
•
|
“Cause” generally means dishonesty, theft, embezzlement from us, willful violation of our rules pertaining to the conduct of employees, a willful felonious act, or the violation of any non-compete, non-solicitation or other confidentiality agreement with Noble, our General Partner or their affiliates.
|
•
|
“Change of control” generally means (a) any person or group acquires 50% or more of the combined voting power of us or our General Partner, (b) liquidation of us, (c) sale by us or our General Partner of all of our or the General Partner’s assets, other than any sale to us, the General Partner, or an affiliate thereof, or (d) transaction resulting in a person other than our General Partner or an affiliate thereof being the sole general partner of us.
|
•
|
“Disability” generally means a physical or mental condition of a participant that would entitled him or her to payment of disability income payments under our, our General Partner’s or one of our affiliate’s long-term disability insurance policies or plans. If no such plan exists, then “disability” has the meaning set forth in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.
|
•
|
“Cause” generally means (a) conviction of a felony or misdemeanor involving moral turpitude, (b) conduct involving a material misuse of funds or other property of Noble, (c) engagement in business activities which are in conflict with the business interests of Noble, (d) gross negligence or willful misconduct, (e) conduct that violates Noble’s safety rules or standards, or (f) material violation of Noble’s code of conduct.
|
•
|
“Change of control” generally has the same meaning provided to such term in the COC Plan.
|
•
|
“Disability” generally means a physical or mental condition of a participant that would entitled him or her to payment of disability income payments under Noble’s long-term disability insurance policies or plans. If no such plan exists, then “disability” means a medically determinable physical or mental impairment that prevents the participant from performing his or her duties in a satisfactory manner and is expected either to result in death or to last for a continuous period of not less than 12 months.
|
•
|
“Good reason” generally means a (a) material reduction in base compensation, (b) material change in the location of employment, (c) material reduction in authority, duties or responsibilities of the participant or the participant’s direct supervisor, or (d) material reduction in the budget over which the participant retains authority.
|
•
|
“Retirement” generally means a termination of employment occurring after the participant attains at least 55 years of age and completes at least five years of credited service.
|
Name
|
Type of Payment or Benefit
|
Death ($)
|
Disability ($)
|
Involuntary Termination
($) (7)
|
Termination without Cause following a Change of Control of NBLX ($)
|
Termination without Cause or Involuntary Termination following a Change of Control of Noble ($)
|
|||||
Terry R. Gerhart
|
Cash Severance
|
—
|
|
—
|
|
393,481
|
|
—
|
|
1,650,887
|
|
STIP Payments (1)
|
256,750
|
|
—
|
|
—
|
|
—
|
|
256,750
|
|
|
NBLX Restricted Units (2)
|
358,754
|
|
358,754
|
|
—
|
|
358,754
|
|
—
|
|
|
Noble Restricted Stock (3)
|
547,581
|
|
547,581
|
|
—
|
|
—
|
|
320,774
|
|
|
Noble Stock Options (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Continued Medical Benefits (5)
|
—
|
|
—
|
|
8,865
|
|
—
|
|
44,324
|
|
|
Life Insurance (6)
|
790,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
1,953,085
|
|
906,335
|
|
402,346
|
|
358,754
|
|
2,272,735
|
|
|
John F. Bookout, IV
|
Cash Severance
|
—
|
|
—
|
|
133,577
|
|
—
|
|
203,462
|
|
STIP Payments (1)
|
80,500
|
|
—
|
|
—
|
|
—
|
|
80,500
|
|
|
NBLX Restricted Units (2)
|
321,435
|
|
321,435
|
|
—
|
|
321,435
|
|
—
|
|
|
Noble Restricted Stock (3)
|
212,699
|
|
212,699
|
|
|
—
|
|
212,699
|
|
||
Noble Stock Options (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Continued Medical Benefits (5)
|
—
|
|
—
|
|
4,173
|
|
—
|
|
4,173
|
|
|
Life Insurance (6)
|
460,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
1,074,634
|
|
534,134
|
|
137,750
|
|
321,435
|
|
500,834
|
|
|
John C. Nicholson
|
Cash Severance
|
—
|
|
—
|
|
183,115
|
|
—
|
|
203,462
|
|
STIP Payments (1)
|
80,500
|
|
—
|
|
—
|
|
—
|
|
80,500
|
|
|
NBLX Restricted Units (2)
|
339,783
|
|
339,483
|
|
—
|
|
339,483
|
|
—
|
|
|
Noble Restricted Stock (3)
|
227,673
|
|
227,673
|
|
—
|
|
—
|
|
227,673
|
|
|
Noble Stock Options (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Continued Medical Benefits (5)
|
—
|
|
—
|
|
12,840
|
|
—
|
|
12,840
|
|
|
Life Insurance (6)
|
460,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
1,107,956
|
|
567,156
|
|
195,955
|
|
339,483
|
|
524,475
|
|
|
Thomas W. Christensen
|
Cash Severance
|
—
|
|
—
|
|
106,154
|
|
—
|
|
153,846
|
|
STIP Payments (1)
|
60,000
|
|
—
|
|
—
|
|
—
|
|
66,569
|
|
|
NBLX Restricted Units (2)
|
110,131
|
|
110,131
|
|
—
|
|
110,131
|
|
—
|
|
|
Noble Restricted Stock (3)
|
51,620
|
|
51,620
|
|
—
|
|
—
|
|
51,620
|
|
|
Noble Stock Options (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Continued Medical Benefits (5)
|
—
|
|
—
|
|
11,185
|
|
—
|
|
11,185
|
|
|
Life Insurance (6)
|
400,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
621,751
|
|
161,751
|
|
117,339
|
|
110,131
|
|
283,220
|
|
|
Harry R. Beaudry
|
Cash Severance
|
—
|
|
—
|
|
159,712
|
|
—
|
|
290,865
|
|
STIP Payments (1)
|
96,250
|
|
—
|
|
—
|
|
—
|
|
96,250
|
|
|
NBLX Restricted Units (2)
|
113,100
|
|
113,100
|
|
—
|
|
113,100
|
|
—
|
|
|
Noble Restricted Stock (3)
|
148,437
|
|
148,437
|
|
—
|
|
—
|
|
148,437
|
|
|
Noble Stock Options (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Continued Medical Benefits (5)
|
—
|
|
—
|
|
11,183
|
|
—
|
|
11,183
|
|
|
Life Insurance (6)
|
550,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
907,787
|
|
261,537
|
|
170,895
|
|
113,100
|
|
546,735
|
|
(1)
|
Named Executive Officers would not be entitled to a STIP payment for 2018 in the event of their termination of employment on December 31, 2018, other than in the event of a change of control or death.
|
(2)
|
Amounts reported in this row are calculated based on $28.84, the closing price of our Common Units on December 31, 2018 and includes accrued distributions.
|
(3)
|
Amounts reported in this row are calculated based on $18.76, the closing price of Noble stock on December 31,,2018 and includes accrued dividends.
|
(4)
|
Amounts reported in this row are calculated based on the difference between the applicable stock options for which exercisability would be accelerated and $18.76, the closing price of Noble stock on December 31, 2018. Because the exercise price of all options held by our Named Executive Officers exceeded $18.76, no value is associated with the acceleration of exercisability of these options.
|
(5)
|
Amounts reported in this row reflect the estimated cost to Noble of providing continued medical, dental and vision benefits.
|
(6)
|
Amounts in this row represent benefits paid pursuant to group term life insurance coverage provided by Noble equal to two times base salary, capped at $1,000,000. Noble’s group term life insurance coverage does not discriminate in scope, terms or operation, in favor of our Named Executive Officers, and it is available generally to all salaried employees.
|
(7)
|
The Named Executive Officers are not a party to any agreement that provides for a severance payment absent termination of employment following a change of control. However, in certain instances the Noble Severance Plan provides for a severance payment based upon years of completed service and continuation of certain health and welfare benefits. If the Named Executive Officers are entitled to a severance payment under the plan, they would receive two weeks of pay for every year of service, not to exceed 52 weeks or be less than 12 weeks, plus a prorated STIP payment based on their STIP target percentage. They would also be able to continue certain health and welfare benefits for six months at the current active employee rates.
|
•
|
an annual retainer of $60,000;
|
•
|
an additional annual retainer of $20,000 for each of the chair of the audit committee and the chair of the conflicts committee, as applicable; and
|
•
|
an annual equity-based award granted under the LTIP, having a value as of the grant date of approximately $120,000.
|
Name
|
Fees Earned or Paid in Cash ($)
|
Unit Awards ($) (1)
|
Total ($)
|
|||
Hallie A. Vanderhider
|
80,000
|
|
120,000
|
|
200,000
|
|
Martin Salinas, Jr.
|
80,000
|
|
120,000
|
|
200,000
|
|
Andrew E. Viens
|
60,000
|
|
120,000
|
|
180,000
|
|
(1)
|
Amounts reported in this column reflect the aggregate grant date fair value of the restricted units, computed in accordance with FASB ASC Topic 718. For more information, please see Item 8. Financial Statements and Supplementary Data – Note 11. Unit-Based Compensation to our financial statements for the fiscal year ended December 31, 2018.
|
•
|
each unitholder known by us to beneficially hold more than 5% of our outstanding units;
|
•
|
each director of our General Partner;
|
•
|
each named executive officer of our General Partner; and
|
•
|
all of the directors and named executive officers of our General Partner as a group.
|
Name of Beneficial Owner
|
|
Common Units Beneficially Owned
|
|
Percentage of Common Units Beneficially Owned
|
|
Subordinated Units Beneficially Owned
|
|
Percentage of Subordinated Units Beneficially Owned
|
|
Percentage of Total Common Units and Subordinated Units Beneficially Owned
|
||||||
Noble Energy, Inc.
1001 Noble Energy Way
Houston, Texas 77070
|
|
2,090,014
|
|
|
8.7
|
%
|
|
15,902,584
|
|
|
100
|
%
|
|
45.2
|
%
|
(1)
|
Tortoise Capital Advisors, L.L.C.
11550 Ash Street, Suite 300
Leawood, Kansas 66211
|
|
2,597,272
|
|
|
10.9
|
%
|
|
—
|
|
|
—
|
%
|
|
6.5
|
%
|
(2)
|
Harvest Fund Advisors LLC
100 W. Lancaster Avenue, Suite 200
Wayne, Pennsylvania 19087
|
|
2,397,031
|
|
|
10.1
|
%
|
|
—
|
|
|
—
|
%
|
|
6.0
|
%
|
(3)
|
Salient Capital Advisors, LLC
4265 San Felipe, 8th Floor
Houston, Texas 77027
|
|
1,478,040
|
|
|
6.2
|
%
|
|
—
|
|
|
—
|
%
|
|
3.7
|
%
|
(4)
|
(1)
|
Based upon its Schedule 13D/A filed with the SEC on February 14, 2019, with respect to its beneficial ownership of our Common and Subordinated units, Noble Energy has sole voting and dispositive power with respect to 17,992,598 units.
|
(2)
|
Based upon its Schedule 13G/A filed with the SEC on February 12, 2019, with respect to its beneficial ownership of our Common Units, Tortoise Capital Advisors, L.L.C. has sole voting and dispositive power with respect to 98,052 Common Units, shared voting power with respect to 2,260,417 Common Units, shared dispositive power with respect to 2,499,220 Common Units and beneficially owns in the aggregate 2,597,272 Common Units.
|
(3)
|
Based upon its Schedule 13G/A filed with the SEC on February 14, 2019, with respect to its beneficial ownership of our Common Units, Harvest Fund Advisors LLC has sole voting and dispositive power with respect to 2,397,031 Common Units.
|
(4)
|
Based upon its Schedule 13G filed with the SEC on January 15, 2019, with respect to its beneficial ownership of our Common Units, Salient Capital Advisors, LLC has sole voting and dispositive power with respect to 1,478,040 Common Units.
|
Directors/Named Executive Officers
|
Total Common Units Beneficially Owned (1)
|
Percent of Total Outstanding
|
||
Terry R. Gerhart
|
43,244
|
|
*
|
|
Kenneth M. Fisher
|
14,500
|
|
*
|
|
Thomas H. Walker
|
500
|
|
*
|
|
Brent J. Smolik
|
—
|
|
*
|
|
Hallie A. Vanderhider
|
12,524
|
|
*
|
|
Martin Salinas, Jr.
|
19,524
|
|
*
|
|
Andrew E. Viens
|
10,491
|
|
*
|
|
John F. Bookout, IV
|
25,479
|
|
*
|
|
John C. Nicholson
|
21,754
|
|
*
|
|
Thomas W. Christensen
|
9,073
|
|
*
|
|
Harry R. Beaudry
|
6,862
|
|
—
|
|
All Directors and Executive Officers as a Group (11 persons)
|
163,951
|
|
*
|
|
*
|
Less than 1%.
|
(1)
|
None of the Common Units reported in this column are pledged as security.
|
Directors/Named Executive Officers
|
Total Shares of Common Stock Beneficially Owned
|
Percent of Total Outstanding
|
||
Terry R. Gerhart
|
182,838
|
|
*
|
|
Kenneth M. Fisher
|
710,007
|
|
*
|
|
Thomas H. Walker
|
111,474
|
|
*
|
|
Brent J. Smolik
|
184,833
|
|
*
|
|
Hallie A. Vanderhider
|
—
|
|
—
|
|
Martin Salinas, Jr.
|
—
|
|
—
|
|
Andrew E. Viens
|
—
|
|
—
|
|
John F. Bookout, IV
|
25,984
|
|
*
|
|
John C. Nicholson
|
30,774
|
|
*
|
|
Thomas W. Christensen
|
10,885
|
|
*
|
|
Harry R. Beaudry
|
14,982
|
|
—
|
|
All Directors and Executive Officers as a Group (11 persons)
|
1,271,777
|
|
*
|
|
*
|
Less than 1%.
|
•
|
a total of 1,527,584 Common Units, representing a 4.8% limited partner interest in the Partnership;
|
•
|
a total of 15,902,584 Subordinated Units, representing an approximate 50.0% limited partner interest in the Partnership;
|
•
|
IDRs in the Partnership;
|
•
|
an initial cash distribution of $296.8 million from the Partnership; and
|
•
|
a non-economic General Partnership interest in the Partnership, through our General Partner, Noble Midstream GP LLC, which is not entitled to receive cash distributions.
|
•
|
We will generally make cash distributions to our unitholders pro rata, including Noble, as holder of an aggregate 2,090,014 Common Units and 15,902,584 Subordinated Units. Assuming we have sufficient cash available for distribution to pay the full minimum quarterly distribution on all of our outstanding Common and Subordinated Units for four quarters, Noble would receive an annual distribution of approximately $27 million on their units.
|
•
|
In addition, if distributions exceed the minimum quarterly distribution and target distribution levels, the IDRs held by Noble will entitle it to increasing percentages of the distributions, up to 50% of the distributions above the highest target distribution level.
|
•
|
Under our partnership agreement, we are required to reimburse our General Partner and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations.
|
•
|
Under our operational services and secondment agreement, we reimburse Noble for the secondment to our General Partner of certain employees who provide operational functions and all personnel in the operational chain of management.
|
•
|
Under our omnibus agreement, we pay to Noble a fixed fee for the cost of the general and administrative expenses that we anticipate to receive. In addition, to the extent Noble incurs direct, third party out-of-pocket general and administrative costs for our exclusive benefit, we reimburse Noble for such amounts, and we are responsible for directly incurring certain other general and administrative expenses, such as our tax advisors who specialize in master limited partnerships, lawyers and accounting firms.
|
•
|
If our General Partner withdraws or is removed, its non-economic General Partner interest will either be sold to the new General Partner for cash or converted into Common Units, in each case for an amount equal to the fair market value of those interests.
|
•
|
our payment of an annual general and administrative fee, initially in the amount of $6.9 million (prorated for the first year of service), for the provision of certain services by Noble and its affiliates;
|
•
|
our right of first refusal, or ROFR, on existing Noble and future Noble acquired assets and the right to provide certain services;
|
•
|
our right of first offer, or ROFO, to acquire Noble’s retained interests in each of the DevCos; and
|
•
|
an indemnity by Noble for certain environmental and other liabilities, and our obligation to indemnify Noble for events and conditions associated with the operations of its assets that occur after the closing of the IPO and for environmental liabilities related to our assets to the extent Noble is not required to indemnify us.
|
•
|
the consummation of the transactions contemplated by our contribution agreements or the assets contributed to us, other than environmental liabilities, that arise out of the ownership or operation of the assets prior to the closing of the IPO;
|
•
|
events and conditions associated with any assets retained by Noble;
|
•
|
litigation matters attributable to the ownership or operation of the Contributed Assets prior to the closing of the IPO, which will be subject to an aggregate deductible of $500,000 before we are entitled to indemnification (other than currently pending legal actions, which are not subject to a deductible);
|
•
|
the failure to have any consent, license, permit or approval necessary for us to own or operate the Contributed Assets in substantially the same manner as owned or operated by Noble prior to the IPO; and
|
•
|
all tax liabilities attributable to the assets contributed to us arising prior to the closing of the IPO or otherwise related to Noble’s contribution of those assets to us in connection with the IPO.
|
(1)
|
Audit fees consist of the aggregate fees billed or expected to be billed for professional services rendered for (i) the audit of our annual financial statements included in our Annual Report and a review of our quarterly financial statements included in our Quarterly Reports on Form 10-Q, (ii) the audit of internal control over financial reporting, (iii) the filing of our registration statements for equity securities offerings, (iv) research necessary to comply with generally accepted accounting principles, and (v) other filings with the SEC, including consents, comfort letters, and comment letters.
|
(1)
|
Financial Statements: The financial statements required to be filed by this Item 15 are set forth in Item 8. Financial Statements and Supplementary Data.
|
(3)
|
Exhibits: The exhibits required to be filed by this Item 15 are set forth in the Index to Exhibits accompanying this report.
|
|
||
Exhibit Number
|
|
Exhibit
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
4.1
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.3.1
|
|
|
|
|
|
|
||
10.3.2
|
|
|
|
|
|
10.3.3***
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.5.1
|
|
|
|
|
|
10.5.2
|
|
|
|
|
|
10.5.3
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.6.1†
|
|
|
|
|
|
10.6.1.1
|
|
|
|
|
|
10.6.2†
|
|
|
|
|
|
10.6.2.1
|
|
|
|
|
|
|
||
10.6.2.2†
|
|
|
|
|
|
10.6.3
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.7.1†
|
|
|
|
|
|
10.7.2†
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.8.1†
|
|
|
|
|
|
10.8.1.1
|
|
|
|
|
|
10.8.2†
|
|
|
|
|
|
10.8.2.1
|
|
|
|
|
|
10.8.3
|
|
|
|
|
|
10.8.3.1
|
|
|
|
|
|
|
||
10.8.3.2†
|
|
|
|
|
|
10.8.4
|
|
|
|
|
|
10.8.4.1
|
|
|
|
|
|
10.8.5
|
|
|
|
|
|
10.8.5.1
|
|
|
|
|
|
10.8.6
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.9.1†
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.10.1†
|
|
|
|
|
|
10.10.1.1
|
|
|
|
|
|
10.10.1.2†
|
|
|
|
|
|
10.10.2†
|
|
|
||
|
|
|
10.10.2.1
|
|
|
|
|
|
10.10.3†
|
|
|
|
|
|
10.10.3.1
|
|
|
|
|
|
10.10.3.2†
|
|
|
|
|
|
10.10.4
|
|
|
|
|
|
10.10.4.1
|
|
|
|
|
|
10.10.5
|
|
|
|
|
|
10.10.5.1
|
|
|
|
|
|
10.10.6
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.11.1†
|
|
|
|
|
|
10.11.1.1
|
|
|
|
|
|
10.11.2†
|
|
|
|
|
|
|
||
10.11.2.1
|
|
|
|
|
|
10.11.3
|
|
|
|
|
|
10.11.3.1
|
|
|
|
|
|
10.11.3.2†
|
|
|
|
|
|
10.11.4
|
|
|
|
|
|
10.11.4.1
|
|
|
|
|
|
10.11.5
|
|
|
|
|
|
10.11.5.1
|
|
|
|
|
|
10.11.6
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.12.1†
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
|
||
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18*
|
|
|
|
|
|
10.19*
|
|
|
|
|
|
10.20*
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
21.1***
|
|
|
|
|
|
23.1***
|
|
|
|
|
|
31.1***
|
|
|
|
|
|
31.2***
|
|
|
|
|
|
32.1***
|
|
|
|
|
|
32.2***
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Schema Document
|
|
|
|
101.CAL
|
|
XBRL Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
Bbl
|
|
Barrel
|
Bbl/d
|
|
Barrels per day
|
Bpm
|
|
Barrels per minute
|
Btu
|
|
British thermal unit
|
Btu/d
|
|
British thermal units per day
|
CGF
|
|
Central gathering facility
|
CPI
|
|
Consumer Price Index
|
DCF
|
|
Distributable cash flow
|
DevCo
|
|
Development company
|
DJ Basin
|
|
Denver-Julesburg Basin
|
EBITDA
|
|
Earnings before interest, taxes, depreciation, and amortization
|
FASB
|
|
Financial Accounting Standards Board
|
FERC
|
|
The Federal Energy Regulatory Commission
|
GAAP
|
|
United States generally accepted accounting principles
|
GHG
|
|
Greenhouse gas emissions
|
IDP
|
|
Integrated development plan
|
IDRs
|
|
Incentive distribution rights
|
IPO
|
|
Initial Public Offering
|
LIBOR
|
|
London Interbank Offered Rate
|
MBbl/d
|
|
Thousand barrels per day
|
Mcf/d
|
|
Thousand cubic feet per day
|
MMBtu
|
|
Million British thermal units
|
MMBtu/d
|
|
Million British thermal units per day
|
NGL
|
|
Natural gas liquids
|
PPI
|
|
Producer Price Index
|
ROFO
|
|
Right of first offer
|
ROFR
|
|
Right of first refusal
|
|
|
Noble Midstream Partners LP
|
|
|
By: Noble Midstream GP, LLC,
its General Partner
|
|
|
|
Date:
|
February 19, 2019
|
By: /s/ Terry R. Gerhart
|
|
|
Terry R. Gerhart,
|
|
|
Chief Executive Officer and Director
|
|
|
|
Date:
|
February 19, 2019
|
By: /s/ John F. Bookout, IV
|
|
|
John F. Bookout, IV,
|
|
|
Chief Financial Officer
|
|
|
|
Date:
|
February 19, 2019
|
By: /s/ Thomas W. Christensen
|
|
|
Thomas W. Christensen,
|
|
|
Chief Accounting Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Terry R. Gerhart
|
|
Chief Executive Officer and Director
|
|
February 19, 2019
|
Terry R. Gerhart
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ John F. Bookout, IV
|
|
Chief Financial Officer
|
|
February 19, 2019
|
John F. Bookout, IV
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Thomas W. Christensen
|
|
Chief Accounting Officer
|
|
February 19, 2019
|
Thomas W. Christensen
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Kenneth M. Fisher
|
|
Chairman of the Board of Directors
|
|
February 19, 2019
|
Kenneth M. Fisher
|
|
|
|
|
|
|
|
|
|
/s/ Thomas H. Walker
|
|
Director
|
|
February 19, 2019
|
Thomas H. Walker
|
|
|
|
|
|
|
|
|
|
/s/ Brent J. Smolik
|
|
Director
|
|
February 19, 2019
|
Brent J. Smolik
|
|
|
|
|
|
|
|
|
|
/s/ Hallie A. Vanderhider
|
|
Director
|
|
February 19, 2019
|
Hallie A. Vanderhider
|
|
|
|
|
|
|
|
|
|
/s/ Martin Salinas, Jr.
|
|
Director
|
|
February 19, 2019
|
Martin Salinas, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Andrew E. Viens
|
|
Director
|
|
February 19, 2019
|
Andrew E. Viens
|
|
|
|
|
|
|
General Partner or Sole Member
|
|
Limited Partner
|
|
|
|
|
|||||||
Subsidiary
|
|
Name
|
|
Percent Ownership
|
|
Name
|
|
Percent Ownership
|
|
Jurisdiction of Organization
|
|
Direct/Indirect Ownership Percentage Held by NBLX
|
|||
Noble Midstream Services, LLC
|
|
Noble Midstream Partners LP
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
Colorado River DevCo GP LLC
|
|
Noble Midstream Services, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
Colorado River DevCo LP
|
|
Colorado River DevCo GP LLC
|
|
80
|
%
|
|
Noble Midstream Services, LLC
|
|
20
|
%
|
|
Delaware
|
|
100
|
%
|
San Juan River DevCo GP LLC
|
|
Noble Midstream Services, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
San Juan River DevCo LP
|
|
San Juan River DevCo GP LLC
|
|
25
|
%
|
|
NBL Midstream, LLC*
|
|
75
|
%
|
|
Delaware
|
|
25
|
%
|
Green River DevCo GP LLC
|
|
Noble Midstream Services, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
Green River DevCo LP
|
|
Green River DevCo GP LLC
|
|
25
|
%
|
|
NBL Midstream, LLC*
|
|
75
|
%
|
|
Delaware
|
|
25
|
%
|
Laramie River DevCo GP LLC
|
|
Noble Midstream Services, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
Laramie River DevCo LP
|
|
Laramie River DevCo GP LLC
|
|
5
|
%
|
|
Noble Midstream Services, LLC
|
|
95
|
%
|
|
Delaware
|
|
100
|
%
|
Blanco River DevCo GP LLC
|
|
Noble Midstream Services, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
Blanco River DevCo LP
|
|
Blanco River DevCo GP LLC
|
|
40
|
%
|
|
NBL Midstream, LLC*
|
|
60
|
%
|
|
Delaware
|
|
40
|
%
|
Gunnison River DevCo GP LLC
|
|
Noble Midstream Services, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
Gunnison River DevCo LP
|
|
Gunnison River DevCo GP LLC
|
|
5
|
%
|
|
NBL Midstream, LLC*
|
|
95
|
%
|
|
Delaware
|
|
5
|
%
|
Trinity River DevCo LLC
|
|
Noble Midstream Services, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
Advantage Pipeline, L.L.C.
|
|
Trinity River DevCo LLC
|
|
50
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
50
|
%
|
Black Diamond Gathering Holdings LLC
|
|
Laramie River DevCo LP
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
100
|
%
|
Black Diamond Gathering LLC
|
|
Black Diamond Gathering Holdings LLC
|
|
54.4
|
%
|
|
Greenfield Midstream, LLC*
|
|
45.6
|
%
|
|
Delaware
|
|
54.4
|
%
|
Black Diamond Rockies Midstream, LLC
|
|
Black Diamond Gathering LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
54.4
|
%
|
Black Diamond Rockies Storage and Terminals, LLC
|
|
Black Diamond Rockies Midstream, LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
54.4
|
%
|
Optimized Energy Solutions, LLC
|
|
Black Diamond Gathering LLC
|
|
100
|
%
|
|
N/A
|
|
—
|
%
|
|
Delaware
|
|
54.4
|
%
|
*
|
Not a subsidiary of NBLX.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Noble Midstream Partners LP (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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Date:
|
February 19, 2019
|
|
|
|
|
|
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/s/ Terry R. Gerhart
|
|
||
Terry R. Gerhart
|
|
||
Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Noble Midstream Partners LP (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date:
|
February 19, 2019
|
|
|
|
|
|
|
/s/ John F. Bookout, IV
|
|
||
John F. Bookout, IV
|
|
||
Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date:
|
February 19, 2019
|
|
/s/ Terry R. Gerhart
|
|
|
|
Terry R. Gerhart
|
|
|
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date:
|
February 19, 2019
|
|
/s/ John F. Bookout, IV
|
|
|
|
John F. Bookout, IV
|
|
|
|
Chief Financial Officer
|