(1)

On November 14, 2019, the Partnership entered into a Contribution, Conveyance, Assumption and Simplification Agreement (the “Contribution and Simplification Agreement”) by and among the Partnership, Noble Midstream GP LLC, the general partner of the Partnership (the “General Partner”), Noble Energy, Inc. (“Noble”), Noble Midstream Services, LLC, NBL Midstream, LLC, a subsidiary of Noble (“NBL Midstream”), and NBL Midstream Holdings LLC (“NBL Holdings”). Pursuant to the terms of the Contribution and Simplification Agreement, the Partnership acquired from NBL Midstream (i) a 60% limited partner interest in Blanco River DevCo LP, (ii) a 75% limited partner interest in Green River DevCo LP, (iii) a 75% limited partner interest in San Juan River DevCo LP (collectively, (i), (ii) and (iii) are referred to herein as the “Contributed DevCo Interests”) and (iv) all of the issued and outstanding limited liability company interests of NBL Holdings (the “Contributed NBL Holdings Interests”) (collectively, the acquisition of the Contributed DevCo Interests and Contributed NBL Holdings Interests is referred to as the “Drop-Down Transaction”). Additionally, NBL Midstream and the Partnership caused the General Partner to amend the partnership agreement in order to recapitalize and convert the Incentive Distribution Rights (“IDRs”) into common units representing limited partner interests in the Partnership (“Common Units”) (such recapitalization and conversion, the “Simplification” and together with the Drop-Down Transaction, the “Transaction”). In consideration for the Transaction, the Partnership paid NBL Midstream total consideration of $1.6 billion, which consisted of $670 million in cash and 38,455,018 Common Units issued to NBL Midstream.

(2)

On November 14, 2019, the Partnership entered into a Common Unit Purchase Agreement with certain institutional investors (the “Investors”) to sell 12,077,295 Common Units in a private placement for gross proceeds of approximately $250 million (the “Private Placement”). The closing of the Private Placement occurred on November 21, 2019. The proceeds from the Private Placement were utilized to fund a portion of the cash consideration for the Transaction.

(3)	On November 21, 2019, the Partnership drew $420 million on its revolving credit facility. The proceeds from the revolving credit facility were utilized to fund a portion of the cash consideration for the Transaction.

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Noble Midstream Partners LP

Unaudited Pro Forma Consolidated Balance Sheet

As of September 30, 2019

(in thousands)

	As Reported				Drop-Down Transaction and Simplification				Private Placement and Financing Transactions				Pro Forma
ASSETS
Current Assets
Cash and Cash Equivalents	$	17,571			$	264		(a)	$	(7,133	)	(d)	$	10,702
Accounts Receivable — Affiliate	40,475				11,620			(a)	—				52,095
Accounts Receivable — Third Party	20,251				1,401			(a)	—				21,652
Other Current Assets	8,579				6			(a)	—				8,585
Total Current Assets	86,876				13,291				(7,133		)		93,034
Property, Plant and Equipment
Total Property, Plant and Equipment, Gross	1,682,820				376,858			(a)	—				2,059,678
Less: Accumulated Depreciation and Amortization	(114,789		)		(234,168		)	(a)	—				(348,957		)
Total Property, Plant and Equipment, Net	1,568,031				142,690				—				1,710,721
Intangible Assets, Net	286,042				—				—				286,042
Goodwill	109,734				—				—				109,734
Investments	565,387				—				—				565,387
Other Noncurrent Assets	6,696				201			(a)	—				6,897
Total Assets	$	2,622,766			$	156,182			$	(7,133	)		$	2,771,815
LIABILITIES, MEZZANINE EQUITY AND EQUITY
Current Liabilities
Accounts Payable — Affiliate	$	2,568			$	5,614		(a)	$	—			$	8,182
Accounts Payable — Trade	100,157				3,044			(a)	—				103,201
Other Current Liabilities	10,238				1,426			(a)	—				11,664
Total Current Liabilities	112,963				10,084				—				123,047
Long-Term Liabilities
Long-Term Debt	948,907				—				420,000			(d)	1,368,907
Asset Retirement Obligations	19,268				14,111			(a)	—				33,379
Other Long-Term Liabilities	1,410				292			(a)	—				1,702
Total Liabilities	1,082,548				24,487				420,000				1,527,035
Commitments and Contingencies
Mezzanine Equity
Redeemable Noncontrolling Interest, Net	102,830				—				—				102,830
Equity
Limited Partner
Common Units	618,049				484,079			(b)(c)	242,867			(d)	806,690
					131,695			(a)	(670,000		)	(d)
General Partner	5,820				(5,820		)	(b)	—				—
Total Partners’ Equity	623,869				609,954				(427,133		)		806,690
Noncontrolling Interests	813,519				(478,259		)	(c)	—				335,260
Total Equity	1,437,388				131,695				(427,133		)		1,141,950
Total Liabilities, Mezzanine Equity and Equity	$	2,622,766			$	156,182			$	(7,133	)		$	2,771,815

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Noble Midstream Partners LP

Unaudited Pro Form Consolidated Statement of Operations

Nine Months Ended September 30, 2019

(in thousands, except per unit amounts)

	As Reported				Drop-Down Transaction and Simplification				Private Placement and Financing Transactions				Pro Forma
Revenues
Midstream Services — Affiliate	$	278,724			$	34,573		(a)	$	—			$	313,297
Midstream Services — Third Party	63,298				2,920			(a)	—				66,218
Crude Oil Sales — Third Party	133,522				—				—				133,522
Total Revenues	475,544				37,493				—				513,037
Costs and Expenses
Cost of Crude Oil Sales	125,217				—				—				125,217
Direct Operating	77,677				11,531			(a)	—				89,208
Depreciation and Amortization	60,487				10,648			(a)	—				71,135
General and Administrative	12,990				1,009			(a)	—				13,999
Other Operating (Income) Expense	(488		)		—				—				(488		)
Total Operating Expenses	275,883				23,188				—				299,071
Operating Income	199,661				14,305				—				213,966
Other Expense (Income)
Interest Expense, Net of Amount Capitalized	11,507				(5		)	(a)	10,868			(e)	22,370
Investment Loss (Income)	5,028				—				—				5,028
Total Other Expense (Income)	16,535				(5		)		10,868				27,398
Income Before Income Taxes	183,126				14,310				(10,868		)		186,568
State Income Tax Provision	290				16			(a)	—				306
Net Income	182,836				14,294				(10,868		)		186,262
Less: Net Income Attributable to Noncontrolling Interests	62,236				(61,092		)	(c)	—				1,144
Net Income Attributable to Noble Midstream Partners LP	120,600				75,386				(10,868		)		185,118
Less: Net Income Attributable to Incentive Distribution Rights	13,967				(13,967		)	(b)	—				—
Net Income Attributable to Limited Partners	$	106,633			$	89,353			$	(10,868	)		$	185,118
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
Common Units	$	2.65											$	1.95
Subordinated Units	$	2.89											$	3.20
Net Income Attributable to Limited Partners Per Limited Partner Unit — Diluted
Common Units	$	2.64											$	1.95
Subordinated Units	$	2.89											$	3.20
Weighted Average Limited Partner Units Outstanding — Basic
Common Units	31,855				—				50,532			(f)	82,387
Subordinated Units	7,747				—				—				7,747
Weighted Average Limited Partner Units Outstanding — Diluted
Common Units	31,879				—				50,532			(f)	82,411
Subordinated Units	7,747				—				—				7,747

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Noble Midstream Partners LP

Unaudited Pro Form Consolidated Statement of Operations

Year Ended December 31, 2018

(in thousands, except per unit amounts)

	As Reported				Drop-Down Transaction and Simplification				Private Placement and Financing Transactions				Pro Forma
Revenues
Midstream Services — Affiliate	$	281,162			$	57,585		(a)	$	—			$	338,747
Midstream Services — Third Party	72,868				5,630			(a)	—				78,498
Crude Oil Sales — Third Party	141,490				—				—				141,490
Total Revenues	495,520				63,215				—				558,735
Costs and Expenses
Cost of Crude Oil Sales	136,368				—				—				136,368
Direct Operating	84,482				11,635			(a)	—				96,117
Depreciation and Amortization	65,314				13,615			(a)	—				78,929
General and Administrative	24,250				1,660			(a)	—				25,910
Other Operating (Income) Expense	1,806				—				—				1,806
Total Operating Expenses	312,220				26,910				—				339,130
Operating Income	183,300				36,305				—				219,605
Other Expense (Income)
Interest Expense, Net of Amount Capitalized	10,492				(45		)	(a)	14,490			(e)	24,937
Investment Loss (Income)	(16,289		)		—				—				(16,289		)
Total Other Expense (Income)	(5,797		)		(45		)		14,490				8,648
Income Before Income Taxes	189,097				36,350				(14,490		)		210,957
State Income Tax Provision	221				17			(a)	—				238
Net Income	188,876				36,333				(14,490		)		210,719
Less: Net Income Attributable to Noncontrolling Interests	26,142				(31,801		)	(c)	—				(5,659		)
Net Income Attributable to Noble Midstream Partners LP	162,734				68,134				(14,490		)		216,378
Less: Net Income Attributable to Incentive Distribution Rights	5,836				(5,836		)	(b)	—				—
Net Income Attributable to Limited Partners	$	156,898			$	73,970			$	(14,490	)		$	216,378
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
Common Units	$	3.96											$	2.40
Subordinated Units	$	3.96											$	2.40
Net Income Attributable to Limited Partners Per Limited Partner Unit — Diluted
Common Units	$	3.96											$	2.40
Subordinated Units	$	3.96											$	2.40
Weighted Average Limited Partner Units Outstanding — Basic
Common Units	23,686				—				50,532			(f)	74,218
Subordinated Units	15,903				—				—				15,903
Weighted Average Limited Partner Units Outstanding — Diluted
Common Units	23,701				—				50,532			(f)	74,233
Subordinated Units	15,903				—				—				15,903

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Noble Midstream Partners LP

Unaudited Pro Form Consolidated Statement of Operations

Year Ended December 31, 2017

(in thousands, except per unit amounts)

	As Reported				Drop-Down Transaction and Simplification				Private Placement and Financing Transactions				Pro Forma
Revenues
Midstream Services — Affiliate	$	224,401			$	46,868		(a)	$	—			$	271,269
Midstream Services — Third Party	14,880				3,473			(a)	—				18,353
Total Revenues	239,281				50,341				—				289,622
Costs and Expenses
Direct Operating	54,007				13,836			(a)	—				67,843
Depreciation and Amortization	12,953				9,673			(a)	—				22,626
General and Administrative	13,396				1,398			(a)	—				14,794
Total Operating Expenses	80,356				24,907				—				105,263
Operating Income	158,925				25,434				—				184,359
Other Expense (Income)
Interest Expense, Net of Amount Capitalized	1,603				—				14,490			(e)	16,093
Investment Loss (Income)	(6,334		)		—				—				(6,334		)
Total Other Expense (Income)	(4,731		)		—				14,490				9,759
Income Before Income Taxes	163,656				25,434				(14,490		)		174,600
State Income Tax Provision	20				86			(a)	—				106
Net Income	163,636				25,348				(14,490		)		174,494
Less: Net Income Attributable to Noncontrolling Interests	23,064				(24,271		)	(c)	—				(1,207		)
Net Income Attributable to Noble Midstream Partners LP	140,572				49,619				(14,490		)		175,701
Less: Net Income Attributable to Incentive Distribution Rights	835				(835		)	(b)	—				—
Net Income Attributable to Limited Partners	$	139,737			$	50,454			$	(14,490	)		$	175,701
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
Common Units	$	4.10											$	2.08
Subordinated Units	$	4.10											$	2.08
Net Income Attributable to Limited Partners Per Limited Partner Unit — Diluted
Common Units	$	4.10											$	2.08
Subordinated Units	$	4.10											$	2.08
Weighted Average Limited Partner Units Outstanding — Basic
Common Units	18,192				—				50,532			(f)	68,724
Subordinated Units	15,903				—				—				15,903
Weighted Average Limited Partner Units Outstanding — Diluted
Common Units	18,204				—				50,532			(f)	68,736
Subordinated Units	15,903				—				—				15,903

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Noble Midstream Partners LP

Unaudited Pro Form Consolidated Statement of Operations

Year Ended December 31, 2016

(in thousands, except per unit amounts)

	As Reported				Drop-Down Transaction and Simplification				Private Placement and Financing Transactions				Pro Forma
Revenues
Midstream Services — Affiliate	$	160,724			$	32,729		(a)	$	—			$	193,453
Costs and Expenses
Direct Operating	29,107				10,661			(a)	—				39,768
Depreciation and Amortization	9,066				3,586			(a)	—				12,652
General and Administrative	9,914				1,369			(a)	—				11,283
Total Operating Expenses	48,087				15,616				—				63,703
Operating Income	112,637				17,113				—				129,750
Other Expense (Income)
Interest Expense, Net of Amount Capitalized	3,373				—				14,490			(e)	17,863
Investment Loss (Income)	(4,526		)		—				—				(4,526		)
Total Other Expense (Income)	(1,153		)		—				14,490				13,337
Income Before Income Taxes	113,790				17,113				(14,490		)		116,413
Income Tax Provision (Benefit)	28,288				4,685			(g)	(3,967		)	(g)	29,006
Net Income	85,502				12,428				(10,523		)		87,407
Less: Net Income Prior to the IPO on September 20, 2016	45,990				8,897			(h)	(7,533		)	(h)	47,354
Net Income Subsequent to the IPO on September 20, 2016	39,512				3,531				(2,990		)		40,053
Less: Net Income Attributable to Noncontrolling Interests	11,054				(11,247		)	(c)	—				(193		)
Net Income Attributable to Noble Midstream Partners LP	28,458				14,778				(2,990		)		40,246
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
Common Units	$	0.89											$	0.49
Subordinated Units	$	0.89											$	0.49
Net Income Attributable to Limited Partners Per Limited Partner Unit — Diluted
Common Units	$	0.89											$	0.49
Subordinated Units	$	0.89											$	0.49
Weighted Average Limited Partner Units Outstanding — Basic
Common Units	15,903				—				50,532			(f)	66,435
Subordinated Units	15,903				—				—				15,903
Weighted Average Limited Partner Units Outstanding — Diluted
Common Units	15,903				—				50,532			(f)	66,435
Subordinated Units	15,903				—				—				15,903

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Note 1. Basis of Presentation

The unaudited pro forma consolidated financial information has been derived from the historical consolidated financial statements of the Partnership. The unaudited pro forma consolidated balance sheet as of September 30, 2019 gives effect to the transactions as if they had occurred on September 30, 2019. The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2019 and the years ended December 31, 2016, December 31, 2017 and December 31, 2018 give effect to the transactions as if they had occurred on January 1, 2016. Activity associated with any assets acquired by NBL Holdings subsequent to January 1, 2016 will reflect activity during the period of common control.

Note 2. Pro Forma Adjustments and Assumptions

The pro forma adjustments are based on currently available information and certain estimates and assumptions and, therefore, the actual effects of these transactions will differ from the pro forma adjustments. We have only included adjustments that are directly attributable to the transactions, factually supportable and, with respect to the statements of operations, expected to have a continuing impact on the combined results. A general description of these transactions and adjustments is provided as follows:

(a) Represents the assets and operations associated with the Contributed NBL Holdings Interests.

(b) Represents the elimination of the non-economic General Partner and IDRs in connection with the Simplification.

(c) Represents the elimination of the noncontrolling interests in connection with the Contributed DevCo Interests. Subsequent to the acquisition of the Contributed DevCo Interests, the Partnership indirectly owns a 100% interest in each of Blanco River DevCo LP, Green River DevCo LP, San Juan River DevCo LP.

(d) Represents the cash and financing transactions associated with the Transaction and Private Placement. The cash and financing transactions are as follows (in thousands):

Borrowing on Revolving Credit Facility	$	420,000
Gross Proceeds from the Private Placement	250,000
Total Cash Inflow	670,000
Less: Cash Consideration Paid for the Transaction	670,000
Less: Private Placement Offering Related Costs	7,133
Net Cash Outflow	$	(7,133	)

(e) Represents the interest expense associated with drawing $420 million on our revolving credit facility. The interest rate on our revolving credit facility is 3.45%.

(f) Represents the Common Units issued to NBL Midstream, 38,455,018 Common Units, and the Common Units sold to the Investors in the Private Placement, 12,077,295 Common Units.

(g) Represents the income tax effect of the net interest expense associated with the outstanding balance on our revolving credit facility. For the periods prior to our IPO, our predecessor’s effective tax rate was 38.1%.

(h) Represents the portion of income earned prior to the Partnership’s IPO that was subject to federal income taxes.

7