UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2020~~2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission file number: 001-37640

NOBLE MIDSTREAM PARTNERS LP

(Exact name of registrant as specified in its charter)


Delaware		47-3011449
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)
1001 Noble Energy Way
Houston,	Texas	77070
(Address of principal executive offices)		(Zip Code)

(281) 872-3100

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Units, Representing Limited Partner Interests

NBLX

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒☐ Accelerated filer ☐☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of ~~September~~March 3031, ~~2020~~2021, the registrant had 90,~~349~~362,~~940~~206 Common Units outstanding.

Table of Contents

Part I. Financial Information			3
Item 1. Financial Statements			3
Consolidated Balance Sheets			3
Consolidated Statements of Operations and Comprehensive Income			4
Consolidated Statements of Cash Flows			5
Consolidated Statements of Changes in Equity			6
Notes to Consolidated Financial Statements			87
Note 1. Organization and Nature of Operations			87
Note 2. Basis of Presentation			98
Note 3. Transactions with Affiliates			1210
Note 4. Property, Plant and Equipment			1310
Note 5. Debt			1311
Note 6. Investments			1411
Note 7. Segment Information			1513
Note 8. Partnership Distributions			1713
Note 9. Net Income per Limited Partner Unit			1714
Note 10. Commitments and Contingencies			1814
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			1915
Item 3. Quantitative and Qualitative Disclosures About Market Risk			3224
Item 4. Controls and Procedures			3526
Part II. Other Information			3526
Item 1. Legal Proceedings			3526
Item 1A. Risk Factors			3526
Item 6. Exhibits			3927
Signatures			4028

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

Noble Midstream Partners LP

Consolidated Balance Sheets

(in thousands, unaudited)

	September 30, 2020		December 31, 2019
	March 31, 2021		December 31, 2020
ASSETS
Current Assets
Cash and Cash Equivalents	$	1723,~~403~~180	$	1216,~~676~~332
Accounts Receivable — Affiliate	4842,~~966~~632		4255,~~428~~011
Accounts Receivable — Third Party	4571,~~051~~324		4445,~~093~~615
Other Current Assets	813,~~474~~638		8,~~730~~093
Total Current Assets	~~119~~150,~~894~~774		~~107~~125,~~927~~051
Property, Plant and Equipment
Total Property, Plant and Equipment, Gross	2,~~063~~090,~~911~~925		2,~~006~~074,~~995~~790
Less: Accumulated Depreciation and Amortization	(~~297~~333,~~181~~777)		(~~244~~315,~~038~~441)
Total Property, Plant and Equipment, Net	1,~~766~~757,~~730~~148		1,~~762~~759,~~957~~349
Investments	~~899~~883,~~468~~788		~~660~~904,~~778~~955
Intangible Assets, Net	~~253~~237,~~652~~545		~~277~~245,~~900~~510
Goodwill	—		109,734
Other Noncurrent Assets	4,409		2,331
Other Noncurrent Assets	3,028		6,786
Total Assets	$	3,033,664	$	3,037,196
Total Assets	$	3,042,772	$	2,926,082
LIABILITIES, MEZZANINE EQUITY AND EQUITY
Current Liabilities
Accounts Payable — Affiliate	$	36,~~724~~190	$	83,~~155~~713
Accounts Payable — Trade	5694,~~986~~884		~~107~~65,~~705~~723
Current Portion of Debt	501,~~753~~959		—501,856
Other Current Liabilities	95,~~773~~909		1110,~~680~~323
Total Current Liabilities	~~572~~608,~~236~~942		~~127~~581,~~540~~615
Long-Term Liabilities
Long-Term Debt	1,~~144~~059,~~599~~705		1,~~495~~109,~~679~~652
Asset Retirement Obligations	4042,~~900~~145		3741,~~842~~572
Other Long-Term Liabilities	35,~~963~~814		4,~~160~~006
Total Liabilities	1,~~761~~716,~~698~~606		1,~~665~~736,~~221~~845
Mezzanine Equity
Redeemable Noncontrolling Interest, Net	~~116~~123,~~104~~310		~~106~~119,~~005~~658
Equity
Common Units (90,171 and 90,136 units outstanding, respectively)	803,466		813,999
Common Units (90,226 and 90,174 units outstanding, respectively)	834,544		823,470
Noncontrolling Interests	~~361~~359,~~504~~204		~~340~~357,~~857~~223
Total Equity	1,~~164~~193,~~970~~748		1,~~154~~180,~~856~~693
Total Liabilities, Mezzanine Equity and Equity	$	3,~~042~~033,~~772~~664	$	23,~~926~~037,~~082~~196

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Noble Midstream Partners LP

Consolidated Statements of Operations and Comprehensive Income

(in thousands, except per unit amounts, unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
			Three Months Ended March 31,
	2020		2019		2020		2019
					2021		2020
Revenues
Midstream Services — Affiliate	$	~~88,954~~	$	~~112,224~~	$	~~296~~95,~~477~~169	$	~~313~~113,~~296~~784
Midstream Services — Third Party	~~22,238~~		~~20,580~~		7322,~~133~~964		6627,~~218~~898
Crude Oil Sales — Third Party	~~76,173~~		~~48,870~~		~~187~~160,~~750~~238		~~133~~82,~~522~~363
Total Revenues	~~187,365~~		~~181,674~~		~~557~~278,~~360~~371		~~513~~224,~~036~~045
Costs and Expenses
Cost of Crude Oil Sales	~~72,089~~		~~46,240~~		~~181~~153,~~052~~104		~~125~~79,~~216~~859
Direct Operating	~~19,654~~		~~25,688~~		6625,~~543~~988		8826,~~996~~850
Depreciation and Amortization	~~26,443~~		~~24,571~~		7826,~~728~~874		7125,~~585~~931
General and Administrative	~~6,244~~		~~4,373~~		189,~~176~~027		135,~~905~~486
Goodwill Impairment	—		—		~~109,734~~—		—109,734
Other Operating Expense (Income)	864		(469)		4,726		(488)
Other Operating (Income) Expense					(15)		1,286
Total Operating Expenses	~~125,294~~		~~100,403~~		~~458~~214,~~959~~978		~~299~~249,~~214~~146
Operating Income	62,071		81,271		98,401		213,822
Operating Income (Loss)					63,393		(25,101)
Other Expense (Income)
Interest Expense, Net of Amount Capitalized	~~6,437~~		~~3,952~~		196,~~927~~368		116,~~502~~857
Investment Loss, Net	~~18,068~~		~~5,621~~		2619,~~207~~422		5,~~028~~409
Other Non-Operating Income	(1,336)		—		—		—
Total Other Expense, Net					25,790		12,266
Total Other Expense, Net	23,169		9,573		46,134		16,530
Income (Loss) Before Income Taxes					37,603		(37,367)
Income Before Income Taxes	38,902		71,698		52,267		197,292
Income Tax Expense					44		149
Income Tax Expense	166		1,179		187		3,219
Net Income (Loss)					37,559		(37,516)
Net Income	38,736		70,519		52,080		194,073
Less: Net Income (Loss) Attributable to Noncontrolling Interests					6,358		(47,619)
Less: Net Income Prior to the Drop-Down and Simplification	—		4,136		—		11,237
Net Income Attributable to Noble Midstream Partners LP					$	31,201	$	10,103
Net Income Subsequent to the Drop-Down and Simplification	38,736		66,383		52,080		182,836
Net Income Attributable to Limited Partners Per Limited Partner Common Unit
Less: Net Income (Loss) Attributable to Noncontrolling Interests	2,952		25,751		(42,043)		62,236
Basic and Diluted					$	0.35	$	0.11
Net Income Attributable to Noble Midstream Partners LP	35,784		40,632		94,123		120,600
Weighted Average Limited Partner Common Units Outstanding
Less: Net Income Attributable to Incentive Distribution Rights	—		5,820		—		13,967
Basic					90,209		90,152
Net Income Attributable to Limited Partners	$	35,784	$	34,812	$	94,123	$	106,633
Diluted					90,237		90,164
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
Common Units	$	0.40	$	0.88	$	1.04	$	2.65
Subordinated Units	$	—	$	—	$	—	$	2.89
Net Income Attributable to Limited Partners Per Limited Partner Unit — Diluted
Common Units	$	0.40	$	0.88	$	1.04	$	2.64
Subordinated Units	$	—	$	—	$	—	$	2.89
Weighted Average Limited Partner Units Outstanding — Basic
Common Units	90,170		39,604		90,162		31,855
Subordinated Units	—		—		—		7,747
Weighted Average Limited Partner Units Outstanding — Diluted
Common Units	90,170		39,624		90,166		31,879
Subordinated Units	—		—		—		7,747

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Noble Midstream Partners LP

Consolidated Statements of Cash Flows

(in thousands, unaudited)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2020		2019
	2021		2020
Cash Flows From Operating Activities
Net Income	$	52,080	$	194,073
Net Income (Loss)	$	37,559	$	(37,516)
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Depreciation and Amortization	7826,~~728~~874		7125,~~585~~931
Income Taxes	—		2,928
Goodwill Impairment	—		109,734
Goodwill Impairment	109,734		—
Loss from Equity Method Investees	19,768		6,562
Loss from Equity Method Investees	28,645		8,858
Distributions from Equity Method Investees	9,614		8,631
Distributions from Equity Method Investees	28,709		8,655
Other Adjustments for Noncash Items Included in Income	841		2,145
Other Adjustments for Noncash Items Included in Income	6,841		1,256
Changes in Operating Assets and Liabilities, Net of Assets Acquired and Liabilities Assumed
Increase in Accounts Receivable	(7,496)		(11,314)
(Increase) Decrease in Accounts Receivable	(13,331)		6,909
(Decrease) Increase in Accounts Payable	(5,563)		18,886
Increase (Decrease) in Accounts Payable	30,518		(3,299)
Other Operating Assets and Liabilities, Net	(~~268~~16,142)		(~~4,365~~714)
Net Cash Provided by Operating Activities	~~291~~95,~~410~~701		~~290~~118,~~562~~383
Cash Flows From Investing Activities
Additions to Property, Plant and Equipment	(~~108~~9,~~332~~323)		(~~193~~53,~~251~~019)
Additions to Investments (1)	(294,281)		(501,344)
Additions to Investments	(9,098)		(225,599)
Other	~~2,283~~883		~~856~~154
Net Cash Used in Investing Activities	(~~400~~17,~~330~~538)		(~~693~~278,~~739~~464)
Cash Flows From Financing Activities
Distributions to Noncontrolling Interests and Parent	(218,~~204~~299)		(415,~~945~~700)
Contributions from Noncontrolling Interests	833,~~894~~922		4577,~~494~~966
Borrowings Under Revolving Credit Facility	~~400~~55,000		~~655~~260,000
Repayment of Revolving Credit Facility	(~~250~~105,000)		(~~665~~105,000)
Proceeds from Term Loan Credit Facilities	—		400,000
Distributions to Unitholders	(16,938)		(62,114)
Distributions to Unitholders	(95,973)		(83,517)
Other	—		(141)
Proceeds from Preferred Equity, Net of Issuance Costs	—		97,198
Net Cash (Used In) Provided by Financing Activities	(71,315)		165,011
Other	(3,120)		(1,884)
Increase in Cash, Cash Equivalents, and Restricted Cash	6,848		4,930
Net Cash Provided by Financing Activities	113,597		405,346
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period (1)	16,332		12,726
Increase in Cash, Cash Equivalents, and Restricted Cash	4,677		2,169
Cash, Cash Equivalents, and Restricted Cash at End of Period (1)	$	23,180	$	17,656
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period (1)	12,726		15,712
Cash, Cash Equivalents, and Restricted Cash at End of Period (1)	$	17,403	$	17,881

(1)See Note 2. Basis of Presentation for our ~~discussion of the EPIC Y-Grade loan conversion and the~~ reconciliation of total cash.

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Noble Midstream Partners LP

Consolidated Statements of Changes in Equity

(in thousands, unaudited)

	Common Units		~~Common~~Noncontrolling ~~Units~~Interests		Total		~~Noncontrolling Interests~~		~~Total~~
December 31, 2019			$	813,999			$	340,857	$	1,154,856
December 31, 2020	$	823,470	$	357,223	$	1,180,693
Net Income (Loss)			10,103				(47,619)		(37,516)
Net Income	31,201		6,358		37,559
Contributions from Noncontrolling Interests	—		—3,922		3,922		~~77,966~~		~~77,966~~
Distributions to Noncontrolling Interests	—		—(8,299)		(8,299)		~~(5,700)~~		~~(5,700)~~
Distributions to Unitholders	(16,938)		~~(62,114)~~—		(16,938)		—		~~(62,114)~~
Preferred Equity Accretion	(3,652)		~~(3,276)~~—		(3,652)		—		~~(3,276)~~
Other	463		~~433~~—		463		—		~~433~~
March 31, 2020			759,145				365,504		1,124,649
March 31, 2021	$	834,544	$	359,204	$	1,193,748
Net Income			48,236				2,624		50,860
Contributions from Noncontrolling Interests			—				3,192		3,192
Distributions to Noncontrolling Interests			—				(7,524)		(7,524)
Distributions to Unitholders			(16,906)				—		(16,906)
Preferred Equity Accretion			(3,366)				—		(3,366)
Other			475				—		475
June 30, 2020			787,584				363,796		1,151,380
Net Income			35,784				2,952		38,736
Contributions from Noncontrolling Interests			—				2,736		2,736
Distributions to Noncontrolling Interests			—				(7,980)		(7,980)
Distributions to Unitholders			(16,953)				—		(16,953)
Preferred Equity Accretion			(3,458)				—		(3,458)
Other			509				—		509
September 30, 2020			$	803,466			$	361,504	$	1,164,970



December 31, 2019	$	813,999	$	340,857	$	1,154,856
Net Income (Loss)	10,103		(47,619)		(37,516)
Contributions from Noncontrolling Interests and Parent	—		77,966		77,966
Distributions to Noncontrolling Interests and Parent	—		(5,700)		(5,700)
Distributions to Unitholders	(62,114)		—		(62,114)
Preferred Equity Accretion	(3,276)		—		(3,276)
Other	433		—		433
March 31, 2020	$	759,145	$	365,504	$	1,124,649

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

Noble Midstream Partners LP

~~Consolidated~~Notes ~~Statements~~to ofConsolidated ~~Changes~~Financial inStatements ~~Equity~~(Unaudited)

~~(in~~Note ~~thousands,~~1. Organization ~~unaudited)~~and Nature of Operations

			Partner’s Equity
	Parent Net Investment		Common Units		Subordinated Units		General Partner		Noncontrolling Interests		Total
December 31, 2018	$	170,322	$	699,866	$	(130,207)	$	2,421	$	744,153	$	1,486,555
Net Income	4,536		23,967		16,085		3,507		19,696		67,791
Contributions from Noncontrolling Interests and Parent	—		—		—		—		15,969		15,969
Distributions to Noncontrolling Interests and Parent	(6,495)		—		—		—		(4,669)		(11,164)
Distributions to Unitholders	—		(13,930)		(9,316)		(2,421)		—		(25,667)
Black Diamond Equity Ownership Promote Vesting	—		4,092		2,746		—		(6,838)		—
Other	—		470		—		—		—		470
March 31, 2019	168,363		714,465		(120,692)		3,507		768,311		1,533,954
Net Income	2,565		25,487		6,282		4,640		16,789		55,763
Contributions from Noncontrolling Interests	—		—		—		—		18,141		18,141
Distributions to Noncontrolling Interests and Parent	(9,905)		—		—		—		(7,316)		(17,221)
Distributions to Unitholders	—		(14,534)		(9,751)		(3,507)		—		(27,792)
Black Diamond Equity Ownership Promote Vesting	—		8,196		—		—		(8,196)		—
Conversion of Subordinated Units to Common Units	—		(124,161)		124,161		—		—		—
Preferred Equity Accretion	—		(3,151)		—		—		—		(3,151)
Other	—		273		—		—		—		273
June 30, 2019	161,023		606,575		—		4,640		787,729		1,559,967
Net Income	4,136		34,812		—		5,820		25,751		70,519
Contributions from Noncontrolling Interests	—		—		—		—		11,384		11,384
Distributions to Noncontrolling Interests and Parent	(9,419)		—		—		—		(5,988)		(15,407)
Distributions to Unitholders	—		(25,418)		—		(4,640)		—		(30,058)
Black Diamond Equity Ownership Promote Vesting	—		5,357		—		—		(5,357)		—
Preferred Equity Accretion	—		(3,114)		—		—		—		(3,114)
Other	—		(163)		—		—		—		(163)
September 30, 2019	$	155,740	$	618,049	$	—	$	5,820	$	813,519	$	1,593,128

Organization Noble Midstream Partners LP (the “Partnership”, “NBLX”, “we”, “us” or “our”) is a growth-oriented Delaware master limited partnership formed in December 2014 by our indirect general partner and majority unitholder, Noble Energy, Inc. (“Noble” or “Parent”), to own, operate, develop and acquire a wide range of domestic midstream infrastructure assets. Our current focus areas are the Denver-Julesburg Basin (“DJ Basin”) in Colorado and the Southern Delaware Basin position of the Permian Basin (“Delaware Basin”) in Texas.

~~The~~Following ~~accompanying~~the ~~notes~~completion ~~are~~of anthe ~~integral~~acquisition ~~part~~of Noble by Chevron Corporation (“Chevron”) on October 5, 2020, Chevron (1) indirectly, wholly owns and controls our general partner, Noble Midstream GP LLC (the “General Partner”), and (2) indirectly holds approximately 62.6% of ~~these~~our ~~consolidated~~limited ~~financial~~partner ~~statements~~common units (“Common Units”).

Chevron Merger - NBLX On March 4, 2021, the Partnership and the General Partner entered into an Agreement and Plan of Merger (the “NBLX Merger Agreement”) with Chevron, Cadmium Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Chevron (“Holdings”), and Cadmium Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub”) pursuant to which Merger Sub will merge with and into NBLX, with NBLX surviving as an indirect, wholly owned subsidiary of Chevron (the “NBLX Merger”). Pursuant to the NBLX Merger Agreement, Chevron will acquire all Common Units that Chevron and its affiliates do not already own, and holders of such Common Units will receive 0.1393 shares of Chevron common stock for each Common Unit held. A registration statement on Form S-4 registering 4,754,327 shares of Chevron common stock to effectuate such acquisition of Common Units was filed by Chevron on March 22, 2021, as amended (Registration No. 333-254568) (the “Registration Statement”) and declared effective by the Securities and Exchange Commission (the “SEC”) on April 13, 2021. The NBLX Merger is anticipated to close in mid-May 2021. Upon completion of the NBLX Merger, the Common Units will cease to be listed on the Nasdaq Global Select Market (“Nasdaq”) and will be subsequently deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Partnership Assets Our assets consist of ownership interests in certain companies which serve specific areas and integrated development plan (“IDP”) areas and consist of the following:

DevCo

Areas Served

NBLX Dedicated Service

NBLX Ownership

Noncontrolling Interest (1)

Colorado River LLC

Wells Ranch IDP (DJ Basin)

East Pony IDP (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 LLC

East Pony IDP (DJ Basin)

Water Services

100%

N/A

Green River DevCo LLC

Mustang IDP (DJ Basin)

Crude Oil Gathering
Natural Gas Gathering
Water Services

100%

N/A

Laramie River LLC

Greeley Crescent IDP (DJ Basin)

Crude Oil Gathering
Water Services

100%

N/A

Black Diamond Dedication Area (DJ Basin) (2)

Crude Oil Gathering
Natural Gas Gathering
Crude Oil Transmission

54.4%

45.6%

Gunnison River DevCo LP

Bronco IDP (DJ Basin) (3)

Crude Oil Gathering
Water Services

95%

Blanco River LLC

Delaware Basin

Crude Oil Gathering
Natural Gas Gathering
Produced Water Services

100%

N/A

Trinity River DevCo LLC (4)

Delaware Basin

Crude Oil Transmission
Natural Gas Compression

100%

N/A

Dos Rios DevCo LLC (5)

Delaware Basin

Crude Oil Transmission
Y-Grade Transmission
Fractionation

100%

N/A

NBL Midstream Holdings LLC

East Pony IDP (DJ Basin)

Natural Gas Gathering
Natural Gas Processing

100%

N/A

Delaware Basin

Crude Oil Gathering
Natural Gas Gathering
Produced Water Services

100%

N/A

Table of Contents

Noble Midstream Partners LP

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization and Nature of Operations

Organization Noble Midstream Partners LP (the “Partnership”, “NBLX”, “we”, “us” or “our”) is a growth-oriented Delaware master limited partnership formed in December 2014 by our sponsor, Noble Energy, Inc. (“Noble” or “Parent”), to own, operate, develop and acquire a wide range of domestic midstream infrastructure assets. Our current focus areas are the Denver-Julesburg Basin (“DJ Basin”) in Colorado and the Southern Delaware Basin position of the Permian Basin (“Delaware Basin”) in Texas.

Chevron Merger On July 20, 2020, Noble, our sponsor and majority unitholder, entered into a definitive merger agreement (the “Chevron Merger Agreement”) with Chevron Corporation (“Chevron”). On October 5, 2020, Chevron completed the acquisition of Noble, the indirect general partner and majority unitholder of the Partnership, through the merger of Chelsea Merger Sub Inc., a direct, wholly owned subsidiary of Chevron, with and into Noble, with Noble surviving and continuing as a direct, wholly owned subsidiary of Chevron (the “Chevron Merger”). As a result, Chevron (1) indirectly, wholly owns and controls our general partner, Noble Midstream GP LLC (the “General Partner”), and (2) indirectly holds approximately 62.6% of our limited partner Common Units. See Item 1A. Risk Factors for a discussion of risks related to the Chevron Merger.

Partnership Assets Our assets consist of ownership interests in certain companies which serve specific areas and integrated development plan (“IDP”) areas and consist of the following:

DevCo

Areas Served

NBLX Dedicated Service

NBLX Ownership

Noncontrolling Interest (1)

Colorado River LLC

Wells Ranch IDP (DJ Basin)East Pony IDP (DJ Basin)All Noble DJ Basin Acreage

Crude Oil GatheringNatural Gas GatheringWater ServicesCrude Oil GatheringCrude Oil Treating

100%

N/A

San Juan River LLC

East Pony IDP (DJ Basin)

Water Services

100%

N/A

Green River DevCo LLC

Mustang IDP (DJ Basin)

Crude Oil GatheringNatural Gas GatheringWater Services

100%

N/A

Laramie River LLC

Greeley Crescent IDP (DJ Basin)

Crude Oil GatheringWater Services

100%

N/A

Black Diamond Dedication Area (DJ Basin) (2)

Crude Oil GatheringNatural Gas GatheringCrude Oil Transmission

54.4%

45.6%

Gunnison River DevCo LP

Bronco IDP (DJ Basin) (3)

Crude Oil GatheringWater Services

95%

Blanco River LLC

Delaware Basin

Crude Oil GatheringNatural Gas GatheringProduced Water Services

100%

N/A

Trinity River DevCo LLC (4)

Delaware Basin

Crude Oil TransmissionNatural Gas Compression

100%

N/A

Dos Rios DevCo LLC (5)

Delaware Basin

Crude Oil TransmissionY-Grade Transmission

100%

N/A

NBL Midstream Holdings LLC

East Pony IDP (DJ Basin)

Natural Gas GatheringNatural Gas Processing

100%

N/A

Delaware Basin

Crude Oil GatheringNatural Gas GatheringProduced Water Services

100%

N/A

(1)The noncontrolling interest represents Noble’s retained ownership interest in the Gunnison River DevCo LP. The noncontrolling interest in Black Diamond Gathering LLC (“Black Diamond”) represents Greenfield Midstream, LLC’s (the “Greenfield Member”) interest in Black Diamond.

(2)Our ownership interest in Saddlehorn Pipeline Company, LLC (“Saddlehorn”) is owned through a wholly-owned subsidiary of Black Diamond. See Note 6. Investments.

(3)The Bronco IDP is a future development area. We currently have no midstream infrastructure assets in the Bronco IDP.

(4)Our interest in Advantage Pipeline Holdings, L.L.C. (“Advantage”) is owned through Trinity River DevCo LLC.

(5)Our ownership interests in Delaware Crossing LLC (“Delaware Crossing”), EPIC Y-Grade, LP (“EPIC Y-Grade”), EPIC Crude Holdings, LP (“EPIC Crude”) and EPIC Propane Pipeline Holdings, LP (“EPIC Propane”) are owned through wholly-owned subsidiaries of Dos Rios DevCo LLC. See Note 6. Investments.

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Noble Midstream Partners LP

Notes to Consolidated Financial Statements (Unaudited)

Nature of Operations We operate and own interests in the following assets:

•crude oil gathering systems;

•natural gas gathering and processing systems and compression units;

•crude oil treating facilities;

•produced water collection, gathering, and cleaning systems;

•fresh water storage and delivery systems; and

•investments in midstream entities that provide transportation and fractionation services.

We generate revenues primarily by charging fees on a per unit basis for gathering crude oil and natural gas, delivering and storing fresh water, and collecting, cleaning and disposing of produced water. Additionally, we purchase and sell crude oil to customers at various delivery points on our gathering systems.

Note 2. Basis of Presentation

Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The accompanying consolidated financial statements at ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020 and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020 contain all normally recurring adjustments considered necessary for a fair ~~presentation~~statement of our financial position, results of operations, cash flows and equity for such periods.

Operating results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2020~~2021. We have no items of other comprehensive income; therefore, our net income is identical to our comprehensive income.

Consolidation Our consolidated financial statements include our accounts, the accounts of subsidiaries which the Partnership wholly owns and the accounts of subsidiaries in which the Partnership has partial ownership.

Variable Interest Entities Our consolidated financial statements include the accounts of Black Diamond, which we control. We have determined that the partners with equity at risk in Black Diamond lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact their economic performance. Therefore, Black Diamond is considered a variable interest entity. Through our majority representation on the Black Diamond board of directors as well as our responsibility as operator of the Black Diamond system, we have the authority to direct the activities that most significantly affect economic performance and the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate Black Diamond in our financial statements. Financial statement activity associated with Black Diamond is captured within the Gathering Systems and the Investments in Midstream Entities reportable segments. Assets and liabilities of Black Diamond cannot be used by the Partnership for general corporate purposes. As of March 31, 2021, current assets, property plant and equipment, net, and total liabilities were $74.9 million, $366.2 million and $51.2 million, respectively, and as of December 31, 2020 were $53.9 million, $359.4 million and $35.7 million, respectively. See Note 7. Segment Information.

~~Drop-Down~~Use ~~and~~of ~~Simplification~~Estimates The ~~Transaction On~~preparation ~~November~~of ~~14,~~consolidated ~~2019,~~financial westatements ~~entered~~in ~~into~~conformity ~~a Contribution, Conveyance, Assumption and Simplification Agreement~~ with ~~Noble.~~GAAP ~~Pursuant~~requires us to ~~such~~make ~~agreement,~~a wenumber ~~acquired~~of ~~(i) the~~estimates ~~remaining~~and ~~60%~~assumptions ~~limited~~relating ~~partner~~to ~~interest in Blanco River DevCo LP, (ii)~~ the ~~remaining~~reported ~~75%~~amounts ~~limited~~of ~~partner~~assets ~~interest~~and inliabilities ~~Green~~and ~~River DevCo LP, (iii)~~ the ~~remaining~~disclosure ~~75%~~of ~~limited~~contingent ~~partner~~assets ~~interest in San Juan River DevCo LP~~ and ~~(iv) all~~liabilities ofat the ~~issued~~date ~~and outstanding limited liability company interests~~ of ~~NBL Midstream Holdings LLC (“NBL Holdings”). Additionally, all of~~ the ~~Incentive~~consolidated ~~Distribution~~financial ~~Rights~~statements ~~(“IDRs”)~~and ~~were converted into common units representing limited partner interests in~~ the ~~Partnership~~reported ~~(“Common~~amounts ~~Units”). The acquisition~~ of ~~the~~revenues ~~interests~~ and ~~conversion~~expenses ofduring the ~~IDRs~~reporting ~~are~~period. ~~collectively~~Management ~~referred~~evaluates toestimates ~~as the “Drop-Down~~ and ~~Simplification~~assumptions ~~Transaction.”~~on ~~The~~an ~~total~~ongoing ~~consideration~~basis ~~paid~~using byhistorical ~~the~~experience ~~Partnership for the Drop-Down~~ and ~~Simplification~~other ~~Transaction was $1.6 billion~~factors, ~~which~~including ~~consisted~~the ofcurrent ~~$670~~economic ~~million in cash~~ and ~~38,455,018~~commodity ~~Common~~price ~~Units issued to Noble~~environment.

~~The~~Impairments During ~~Drop-Down~~first ~~and~~quarter ~~Simplification Transaction represented a transaction between entities under common control. Prior to the acquisition of the remaining limited partner interests in Blanco River DevCo LP~~2021, ~~Green~~no ~~River~~impairment ~~DevCo~~indicators LPwere identified and ~~San~~no ~~Juan~~impairments ~~River DevCo LP, the interests~~ were ~~reflected as noncontrolling interests in the Partnership’s consolidated financial statements~~recorded. As we acquired additional interests in already-consolidated entities, the acquisition of these interests did not result in a change in reporting entity, as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 805, Business Combinations. Therefore, results of operations related to these entities are accounted for on a prospective basis.

~~Conversely,~~During ~~the~~first ~~acquisition~~quarter of2020, ~~all~~we ofidentified ~~the~~certain ~~issued~~impairment ~~and~~indicators ~~outstanding~~including ~~limited~~the ~~liability~~significant ~~company~~decrease ~~interests of NBL Holdings is characterized as a change~~ in ~~reporting~~commodity ~~entity~~prices, aschanges ~~defined~~to ~~under~~our ~~FASB~~customers’ ~~Accounting~~development ~~Standards~~outlook ~~Codification~~due ~~Topic 805, Business Combinations, as this entity previously had not been consolidated by us. Therefore, results of operations related~~ to ~~NBL~~reductions ~~Holdings~~in ~~have~~demand ~~been~~resulting ~~accounted~~from ~~for~~the onCOVID-19 apandemic ~~retrospective~~and ~~basis. Our financial information has been recast to include the historical~~

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Noble Midstream Partners LP

Notes to Consolidated Financial Statements (Unaudited)

~~results~~excess ofcrude ~~NBL~~oil ~~Holdings for the three~~ and ~~nine~~natural ~~months~~gas ~~ended September 30~~inventories, ~~2019. The financial statements of NBL Holdings for the period prior to the Drop-Down~~ and ~~Simplification Transaction have been prepared from the separate records maintained by Noble and may not necessarily be indicative of the results of operations had these entities operated on~~ a ~~consolidated~~decrease ~~basis~~in ~~during~~our ~~those~~market ~~periods~~capitalization. ~~Because~~Due ~~a direct ownership relationship did not exist among the Partnership and NBL Holdings prior~~ to ~~the~~these ~~Drop-Down~~impairment ~~and Simplification Transaction~~indicators, ~~the~~we ~~net~~conducted ~~investment~~impairment intesting ~~NBL~~of ~~Holdings~~certain isof ~~shown~~our asassets ~~Parent Net Investment,~~ in ~~lieu~~first ofquarter ~~partners’ equity~~2020, inas ~~the accompanying Consolidated Statement of Changes in Equity for periods prior to the Drop-Down and Simplification Transaction.~~follows:

Equity Method of Accounting We use the equity method of accounting for investments in entities that we do not control but over which we exert significant influence. For certain entities, we serve as the operator and exert significant influence over the day-to-day operations. For other entities, we do not serve as the operator; however, our voting position on management committees or the board of directors allows us to exert significant influence over decisions regarding capital investments, budgets, turnarounds, maintenance, monetization decisions and other project matters. Under the equity method of accounting, initially we record the investment at our cost. Differences in the cost, or basis, of the investment and the net asset value of the investee will be amortized into earnings over the remaining useful life of the underlying assets. See Note 6. Investments.

Cost Method of Accounting We use the cost method of accounting for our 3.33% interest in White Cliffs Pipeline L.L.C. (“White Cliffs”) as we have virtually no influence over its operations and financial policies. Under the cost method of accounting, we recognize cash distributions from White Cliffs as investment income in our consolidated statements of operations to the extent there is net income and record cash distributions in excess of our ratable share of earnings as return of investment. See Note 6. Investments.

Redeemable Noncontrolling Interest Our redeemable noncontrolling interest is related to the preferred equity issuance by one of our subsidiaries. We can redeem the preferred equity in whole or in part at any time for cash at a predetermined redemption price. The predetermined redemption price is the greater of (i) an amount necessary to achieve a 12% internal rate of return or (ii) an amount necessary to achieve a 1.375x multiple on invested capital. GIP CAPS Dos Rios Holding Partnership, L.P. (“GIP”) can request redemption of the preferred equity on or after March 25, 2025. As GIP’s redemption right is outside of our control, the preferred equity is not considered to be a component of equity on the consolidated balance sheet, and is reported as mezzanine equity on the consolidated balance sheet. In addition, because the preferred equity was issued by a subsidiary of the Partnership and is held by a third party, it is considered a redeemable noncontrolling interest.

The preferred equity was recorded initially at fair value on the issuance date. Subsequent to issuance, we accrete changes in the redemption value of the preferred equity from the date of issuance to GIP’s earliest redemption date. The preferred equity is perpetual and has a 6.5% annual dividend rate, payable quarterly in cash, with the ability to accrue unpaid dividends during the first two years following the closing. During any quarter in which a dividend is accrued, the accreted value of the preferred equity will be increased by the accrued but unpaid dividend (i.e., a paid-in-kind dividend). Accretion during the three and nine months ended September 30, 2020 was approximately $3.5 million and $10.1 million, respectively.

Noncontrolling Interests We present our consolidated financial statements with a noncontrolling interest section representing Greenfield Member’s ownership of Black Diamond and Noble’s retained ownership in the Gunnison River DevCo LP.

Segment Information Accounting policies for reportable segments are the same as those described in this footnote. Transfers between segments are accounted for at market value. We do not consider interest income and expense or income tax benefit or expense in our evaluation of the performance of reportable segments. See Note 7. Segment Information.

Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment. The current commodity price, supply and demand environment coupled with the novel coronavirus (“COVID-19”) pandemic contributed to an unusually high degree of uncertainty in our estimates during 2020 and have increased the likelihood that actual results could differ significantly from those estimates.

Impairments During second and third quarter 2020, we performed qualitative impairment assessments over property, plant and equipment, investments, and intangible assets. No impairment indicators were identified and no impairments were recorded.

During first quarter 2020, we identified certain impairment indicators including the significant decrease in commodity prices, changes to our customers’ development outlook due to reductions in demand resulting from the COVID-19 pandemic and excess crude oil and natural gas inventories, and a decrease in our market capitalization. Due to these impairment indicators, we conducted impairment testing of certain of our assets in first quarter 2020, as follows:

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Noble Midstream Partners LP

Notes to Consolidated Financial Statements (Unaudited)

Property, Plant and Equipment and Intangible Assets Due to publicly announced changes to our customers’ development outlook within the Delaware Basin and the Black Diamond dedication area, we concluded impairment indicators existed and conducted an undiscounted cash flow test. We developed estimates of future undiscounted cash flows expected in connection with providing midstream services within the dedication areas and compared the estimates to the carrying amount of the assets utilized to provide midstream services. Assumptions used in the estimates include expectations of throughput volumes, future development and capital spending plans. Based upon the results of the undiscounted cash flow test, we concluded that the carrying amount of the assets were recoverable and no impairment was recorded.

Goodwill All of our goodwill was assigned to the Black Diamond reporting unit within the Gathering Systems reportable segment. We performed a qualitative assessment and concluded it was more likely than not that the fair value of the Black Diamond reporting unit was less than its carrying value. We then performed a fair value assessment using the income approach. Our estimate of fair value required us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions for operating and development costs as well as taking into account changes and uncertainties in our customers’ development outlook. Based on these assessments, we concluded that our goodwill was fully impaired and recorded a non-cash charge of $109.7 million in March 2020.

Equity Method Investments We consider our equity method investments to be essential components of our business and necessary and integral elements of our value chain in support of our operations. We considered whether any facts or circumstances suggested that our equity method investments were impaired on an other-than-temporary basis and concluded that the carrying values of our equity method investments were not impaired.

Intangible Assets Our intangible asset accumulated amortization totaled approximately $86102.12 million and $6194.92 million as of ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020, respectively. Intangible asset amortization expense totaled approximately $8.10 million ~~for the three months ended September 30, 2020~~ and ~~2019, and~~ $248.21 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019.~~2020, respectively.

~~Loan~~Tax ~~and Capital Contribution to Equity Method Investee~~Provision OnWe ~~April~~are 2,not ~~2020,~~a wetaxable ~~entered~~entity ~~into~~for aUnited ~~loan~~States ~~agreement~~federal ~~with~~income ~~EPIC~~tax ~~Y-Grade.~~purposes Inor ~~accordance~~for ~~with~~ the ~~loan~~majority ~~agreement,~~of westates ~~loaned~~that ~~$22.5~~impose ~~million~~an toincome ~~EPIC~~tax. ~~Y-Grade,~~Taxes toare begenerally ~~used~~borne ~~for~~by ~~construction~~our ~~and~~partners ~~working~~through ~~capital~~the ~~purposes~~allocation ~~with a maturity date~~ of ~~December~~taxable ~~15,~~income ~~2023.~~and Aswe ~~the~~do ~~loan did~~ not ~~represent~~record andeferred ~~in-substance~~taxes ~~capital~~related ~~contribution,~~to itthe ~~was~~aggregate ~~recorded~~difference ~~within~~in ~~other~~the ~~noncurrent~~basis ~~assets~~of in our ~~consolidated~~assets ~~balance~~for ~~sheet~~financial asand oftax ~~June~~reporting ~~30, 2020~~purposes. ~~The~~We ~~loan~~are ~~plus~~subject ~~accrued~~to ~~interest~~a ~~totaled~~Texas ~~$23.1~~margin ~~million~~tax atdue ~~June~~to ~~30,~~our ~~2020~~operations ~~and~~in anthe ~~allowance~~Delaware ~~for~~Basin, ~~expected~~and ~~credit~~we ~~losses~~recorded ofa ~~$1.3~~de ~~million~~minimis ~~was~~state ~~recorded~~tax ~~within~~provision ~~other~~for ~~non-operating~~the ~~expense~~three inmonths ~~our~~ended ~~consolidated~~March ~~statement~~31, of2021 ~~operations~~and ~~during second quarter~~ 2020.

During July 2020, the loan plus accrued interest was converted to equity and treated as a capital contribution to EPIC Y-Grade. At the time of conversion, the loan plus accrued interest totaled $23.4 million. Further, the previously recorded allowance for expected credit losses of $1.3 million was reversed during third quarter 2020.

Tax Provision We are not a taxable entity for United States federal income tax purposes or for the majority of states that impose an income tax. Taxes are generally borne by our partners through the allocation of taxable income and we do not record deferred taxes related to the aggregate difference in the basis of our assets for financial and tax reporting purposes. We are subject to a Texas margin tax due to our operations in the Delaware Basin and we recorded a de minimis state tax provision for the three and nine months ended September 30, 2020 and 2019.

For periods prior to the Drop-Down and Simplification Transaction, our consolidated financial statements include a provision for tax expense on income related to the assets contributed to the Partnership. Deferred federal and state income taxes were provided on temporary differences between the financial statement carrying amounts of recognized assets and liabilities and their respective tax bases as if the Partnership filed tax returns as a stand-alone entity. Substantially all of our tax provision for the three and nine months ended September 30, 2019 represents federal income taxes associated with the assets contributed in the Drop-Down and Simplification Transaction.

Recently Adopted Accounting Standards

Clarifying Certain Accounting Standards Codification (“ASC”) Topics In first quarter 2020, the FASB issued ASU No. 2020-01: Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), to clarify the interactions between these Topics. The update provides clarifications for entities investing in equity securities accounted for under the ASC 321 measurement alternative and companies that hold certain non-derivative forward contracts and purchased options to acquire equity securities. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We early adopted this ASU in first quarter 2020. This adoption did not have a material impact on our financial statements.

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Noble Midstream Partners LP

Notes to Consolidated Financial Statements (Unaudited)

Recently Issued Accounting Standards

LIBOR Reform In first quarter 2020, the FASB issued ASU No. 2020-04 (ASU 2020-04): Reference Rate Reform (Topic 848), which provides optional guidance for a limited period of time to ease the transition from LIBOR to an alternative reference rate. The ASU intends to address certain concerns stakeholders raised relating to accounting for contract modifications and hedge accounting. These optional expedients and exceptions to applying GAAP, assuming certain criteria are met, are allowed through December 31, 2022. We are currently evaluating the provisions of ASU 2020-04 and have not yet determined whether we will elect the optional expedients. We do not expect the transition to an alternative rate to have a significant impact on our business, operations or liquidity.

Reconciliation of Total Cash We define total cash as cash, cash equivalents and restricted cash. Our restricted cash is included in other current assets in our consolidated balance sheets. The following table provides a reconciliation of total cash:

	Nine Months Ended September 30,
	Three Months Ended March 31,
(in thousands)	~~2020~~2021		~~2019~~2020
Cash and Cash Equivalents at Beginning of Period	$	1216,~~676~~332	$	1412,~~761~~676
Restricted Cash at Beginning of Period (1)	50—		~~951~~50
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	$	1216,~~726~~332	$	1512,~~712~~726
Cash and Cash Equivalents at End of Period	$	1723,~~403~~180	$	17,~~831~~656
Restricted Cash at End of Period (1)	—		50
Restricted Cash at End of Period	—		—
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	1723,~~403~~180	$	17,~~881~~656

(1)Restricted cash represents the amount held as collateral for certain of our letters of credit.

Revenue Recognition We recognize revenue at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer, using a five-step process, in accordance with ASC 606 – Revenue from Contracts with Customers (ASC 606).9

Under ASC 606, remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied as of September 30, 2020. A certain fresh water delivery affiliate revenue agreement contains a minimum volume commitment for the delivery of fresh water for a fixed fee per barrel with annual percentage escalations. The following table includes estimated revenues, as of September 30, 2020, for the agreement. Our actual volumes delivered may exceed the future minimum volume commitment.

(in thousands)	Midstream Services — Affiliate
Remainder of 2020	$	9,368
2021	37,635
Total	$	47,003

Note 3. Transactions with Affiliates

Revenues We derive a substantial portion of our revenues from commercial agreements with Noble. Revenues generated from commercial agreements with Noble and its affiliates consist of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2020		2019		2020		2019
Gathering and Processing	$	80,030	$	90,586	$	251,999	$	244,102
Fresh Water Delivery	8,420		20,847		42,319		66,801
Other	504		791		2,159		2,393
Total Midstream Services — Affiliate	$	88,954	$	112,224	$	296,477	$	313,296

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Noble Midstream Partners LP

Notes to Consolidated Financial Statements (Unaudited)

Under ASC 606, remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied as of March 31, 2021. A certain fresh water delivery affiliate revenue agreement contains a minimum volume commitment for the delivery of fresh water through 2021 for a fixed fee per barrel with annual percentage escalations. As of March 31, 2021, estimated minimum revenues for the remainder of the agreement are approximately $28.5 million. Our actual volumes delivered may exceed the future minimum volume commitment.

Note 3. Transactions with Affiliates

Revenues We derive a substantial portion of our revenues from commercial agreements with Noble. Revenues generated from commercial agreements with Noble and its affiliates consist of the following:


	Three Months Ended March 31,
(in thousands)		2021		2020
Gathering and Processing		$	73,859	$	89,298
Fresh Water Delivery		18,422		23,599

Other		2,888		887
Total Midstream Services — Affiliate		$	95,169	$	113,784

Expenses General and administrative expense consists of the following:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

~~2020~~

~~2019~~

~~2020~~2021

~~2019~~2020

General and Administrative Expense — Affiliate

~~4,097~~

~~2,045~~

104,~~879~~260

62,~~501~~674

General and Administrative Expense — Third Party

~~2,147~~

~~2,328~~

74,~~297~~767

72,~~404~~812

Total General and Administrative Expense

~~6,244~~

~~4,373~~

189,~~176~~027

135,~~905~~486

Omnibus Agreement Our omnibus agreement with Noble contractually requires us to pay a fixed annual fee to Noble for certain administrative and operational support services being provided to us. The omnibus agreement generally remains in full force and effect so long as Noble controls our General Partner. The ~~cap on the initial~~ rate ofis ~~$6.9~~redetermined ~~million~~annually ~~expired~~and inthe ~~September~~current ~~2019~~rate, ~~and~~which webecame ~~completed~~effective ~~the~~March ~~annual~~1, ~~fee~~2021, ~~redetermination~~is ~~process~~$18.0 million, ~~during~~an ~~February~~increase ~~2020.~~from ~~The~~the ~~redetermined~~prior annual rate isof $15.7 million ~~and became effective March 1, 2020~~.

Note 4. Property, Plant and Equipment

Property, plant and equipment, at cost, is as follows:

(in thousands)	~~September~~March 3031, ~~2020~~2021		December 31, ~~2019~~2020
Gathering and Processing Systems	$	1,~~905~~941,~~444~~094	$	1,~~795~~924,~~957~~125
Fresh Water Delivery Systems	9596,~~832~~058		9695,~~004~~849
Construction-in-Progress (1)	6253,~~635~~773		~~115~~54,~~034~~816
Total Property, Plant and Equipment, at Cost	2,~~063~~090,~~911~~925		2,~~006~~074,~~995~~790
Accumulated Depreciation and Amortization	(~~297~~333,~~181~~777)		(~~244~~315,~~038~~441)
Property, Plant and Equipment, Net	$	1,~~766~~757,~~730~~148	$	1,~~762~~759,~~957~~349

(1)Construction-in-progress at ~~September~~March 3031, ~~2020~~2021 primarily includes $4943.40 million in gathering system projects and $119.65 million in equipment for use in future projects. Construction-in-progress at December 31, ~~2019~~2020 primarily includes $9843.48 million in gathering system projects and $159.45 million in equipment for use in future projects.

~~Note 5. Debt~~10

Debt consists of the following:

	September 30, 2020				December 31, 2019
(in thousands, except percentages)	Debt		Interest Rate		Debt		Interest Rate
Revolving Credit Facility, due March 9, 2023 (1)	$	745,000	1.60	%	$	595,000	3.11	%
Term Loan Credit Facility, due July 31, 2021	500,000		1.35	%	500,000		2.85	%
Term Loan Credit Facility, due August 23, 2022	400,000		1.23	%	400,000		2.74	%
Finance Lease Obligation	2,048		—	%	2,005		—	%
Total	1,647,048				1,497,005
Unamortized Debt Issuance Costs	(696)				(1,326)
Total Debt	1,646,352				1,495,679
Less Amounts Due Within One Year
Term Loan Credit Facility, due July 31, 2021, Net	(499,705)				—
Finance Lease Obligation	(2,048)				—
Long-Term Debt	$	1,144,599			$	1,495,679

(1)Our revolving credit facility has a total borrowing capacity of $1.15 billion. As of September 30, 2020 and December 31, 2019, our revolving credit facility had $405 million and $555 million available for borrowing, respectively.

During the first nine months of 2020, we borrowed a net $150 million under our revolving credit facility. Proceeds from our revolving credit facility were utilized to fund portions of our capital contributions to investments, capital program and for working capital purposes.

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Noble Midstream Partners LP

Notes to Consolidated Financial Statements (Unaudited)

~~Compliance~~Note ~~with Covenants The revolving credit facility and term loan credit facilities require us to comply with certain financial covenants as of the end of each fiscal quarter~~5. ~~We were in compliance with such covenants as of September 30, 2020.~~ Debt

Debt consists of the following:


	March 31, 2021				December 31, 2020
(in thousands, except percentages)	Debt		Interest Rate		Debt		Interest Rate
Revolving Credit Facility, due March 9, 2023 (1)	$	660,000	1.59	%	$	710,000	1.61	%
Term Loan Credit Facility, due July 31, 2021	500,000		1.34	%	500,000		1.36	%
Term Loan Credit Facility, due August 23, 2022	400,000		1.22	%	400,000		1.24	%
Finance Lease Obligation	2,077		—	%	2,063		—	%
Total	1,562,077				1,612,063
Unamortized Debt Issuance Costs	(413)				(555)
Total Debt	1,561,664				1,611,508
Less Amounts Due Within One Year
Term Loan Credit Facility, due July 31, 2021, Net	(499,882)				(499,793)
Finance Lease Obligation	(2,077)				(2,063)
Long-Term Debt	$	1,059,705			$	1,109,652

(1)Our revolving credit facility has a total borrowing capacity of $1.15 billion. As of March 31, 2021 and December 31, 2020, our revolving credit facility had $490 million and $440 million available for borrowing, respectively.

During the first three months of 2021, we repaid a net $50 million under our revolving credit facility.

Compliance with Covenants The revolving credit facility and term loan credit facilities require us to comply with certain financial covenants as of the end of each fiscal quarter. We were in compliance with such covenants as of March 31, 2021.

Fair Value of Long-Term Debt Our revolving credit facility and term loan credit facilities are variable-rate, non-public debt. The fair value of our revolving credit facility and term loan credit facilities approximates the carrying amount. The fair value is estimated based on observable inputs. As such, we consider the fair value of these facilities to be a Level 2 measurement on the fair value hierarchy.

Note 6. Investments

We have ownership interests in the following entities:

•3~~.33~~% interest in White Cliffs;

•50% interest in Advantage;

•50% interest in Delaware Crossing;

•15% interest in EPIC Y-Grade;

•30% interest in EPIC Crude;

•15% interest in EPIC Y-Grade;

•15% interest in EPIC Propane; and

•20% interest in Saddlehorn.

Delaware Crossing In first quarter 2019, we executed definitive agreements with Salt Creek Midstream LLC and completed the formation of Delaware Crossing, a crude oil pipeline system in the Delaware Basin which began delivering crude oil into all connection points in April 2020. ~~During the first nine months of 2020, we made capital contributions of approximately $14.9 million.~~

EPIC ~~Y-Grade~~Crude In first quarter 2019, we exercised ~~and closed~~ an option with EPIC ~~Midstream Holdings, LP (“EPIC”)~~ to acquire an interest in EPIC ~~Y-Grade~~Crude, ~~which~~and ~~owns~~on ~~the~~March ~~EPIC~~8, ~~Y-Grade~~2019, ~~pipeline~~we ~~from~~closed the ~~Delaware~~option ~~Basin~~ to ~~Corpus~~acquire ~~Christi, Texas. Interim crude service on~~ the ~~EPIC Y-Grade mainline ended in March 2020~~interest. EPIC ~~Y-Grade~~Crude ~~began~~has ~~the~~been ~~transition~~engaged ~~to natural gas liquid (“NGL”) service~~ in ~~May~~the ~~2020~~construction ~~and commenced full commercial service~~ of ~~its~~the ~~first~~EPIC ~~new~~Crude ~~build~~oil ~~fractionator~~pipeline infrom ~~July 2020. During~~ the ~~first~~Delaware ~~nine~~Basin ~~months~~to ofCorpus ~~2020~~Christi, weTexas. ~~made~~Construction ~~capital contributions~~ of ~~approximately~~the ~~$29.7 million. Additionally, our loan to~~ EPIC ~~Y-Grade~~Crude ~~plus~~pipeline ~~accrued interest~~ was ~~converted~~completed, toand ~~equity~~the ~~and~~pipeline ~~treated~~was ascommissioned ain ~~capital~~February ~~contribution~~2020 toand ~~EPIC~~entered ~~Y-Grade.~~full ~~See~~service ~~Note~~on ~~2. Basis~~April of1, ~~Presentation~~2020.

EPIC ~~Crude~~Y-Grade In first quarter 2019, we exercised and closed an option with EPIC toMidstream ~~acquire~~Holdings, anLP ~~interest in~~ (“EPIC”) ~~Crude, and on March 8, 2019, we closed the option~~ to acquire ~~the~~an interest. in EPIC ~~Crude~~Y-Grade, ~~has~~which ~~been~~owns ~~engaged in~~ the ~~construction of the~~ EPIC ~~crude~~Y-Grade ~~oil~~ pipeline from the Delaware Basin to Corpus Christi, Texas. ~~Construction~~Interim ofcrude service on the EPIC ~~Crude~~Y-Grade ~~pipeline~~mainline ~~was~~ended ~~completed,~~in ~~and~~March 2020. EPIC Y-Grade began the ~~pipeline~~transition ~~was~~to ~~commissioned~~natural gas liquid service in ~~February~~May 2020 and ~~entered~~commenced full commercial service onof ~~April~~its 1,first new build fractionator in July 2020. During the first ~~nine~~three months of ~~2020~~2021, we made capital contributions of approximately $546.03 million.

EPIC Propane In December 2019, we exercised and closed an option with EPIC to acquire an interest in EPIC Propane, which is constructing a propane pipeline that will run from the EPIC Y-Grade Logistics, LP fractionator complex in Robstown, Texas to the Phillips 66 petrochemical facility in Sweeney, Texas, with additional connectivity to the Markham underground storage caverns. EPIC Propane completed construction of its first new build fractionator in June 2020. During the first nine months of 2020, we made capital contributions of approximately $8.4 million.

Saddlehorn Pipeline In first quarter 2020, Black Diamond exercised and closed an option to acquire a 20% ownership interest in Saddlehorn for $160 million, or $87.0 million net to the Partnership. Greenfield Member contributed $73.0 million for its portion of the purchase price. Black Diamond purchased a 10% interest from each of Magellan Midstream Partners, L.P. (“Magellan”) and Plains All American Pipeline, L.P. (“Plains”). After the transaction, Magellan and Plains each own a 30% membership interest and Black Diamond and Western Midstream each own a 20% membership interest in Saddlehorn. Magellan continues to serve as operator of the Saddlehorn pipeline.11

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Noble Midstream Partners LP

Notes to Consolidated Financial Statements (Unaudited)

Texas to the Phillips 66 petrochemical facility in Sweeney, Texas, with additional connectivity to the Markham underground storage caverns. EPIC Propane completed construction of its first new build fractionator in June 2020. During the first three months of 2021, we made capital contributions of approximately $1.8 million.

The following table presents our investments at the dates indicated:

(in thousands)	~~September~~March 3031, ~~2020~~2021		December 31, ~~2019~~2020
White Cliffs	$	109,~~319~~321	$	10,~~268~~204
Advantage	7173,~~201~~041		7672,~~834~~500
Delaware Crossing	8180,~~992~~697		6881,~~707~~476
EPIC Y-Grade	183,655		162,850
EPIC Crude	357,189		373,623
EPIC Crude	381,073		339,116
EPIC Y-Grade	188,773		194,188
EPIC Propane	1114,~~396~~692		312,~~003~~905
Saddlehorn	~~159~~160,~~832~~075		—160,059
Total Investments	$	~~899~~883,~~468~~788	$	~~660~~904,~~778~~955

The following table presents our investment loss (income) for the periods indicated:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

~~2020~~

~~2019~~

~~2020~~2021

~~2019~~2020

White Cliffs

~~(451)~~

~~(716)~~

(~~1,715~~76)

(~~2,605~~715)

Advantage

~~(1,278)~~

~~(1,867)~~

(41,~~665~~134)

(52,~~621~~076)

Delaware Crossing

~~1,235~~

~~512~~

~~2,707~~960

~~2,050~~720

EPIC Y-Grade

20,138

2,000

33,733

3,054

EPIC Crude

16,433

6,901

EPIC Crude

5,840

6,130

14,713

9,375

EPIC Y-Grade

11,715

5,618

EPIC Propane

—

~~124~~53

—25

Saddlehorn

~~(7,045)~~

—

(178,~~383~~078)

—(4,626)

Other (1)

~~(434)~~

~~(438)~~

(~~1,307~~451)

(~~1,225~~438)

Total Investment Loss, Net

~~18,068~~

~~5,621~~

2619,~~207~~422

5,~~028~~409

(1)Represents income associated with our fee for serving as the operator of Advantage and Delaware Crossing.

~~Note~~Summarized, ~~7. Segment~~100% ~~Information~~combined statements of operations for our equity method investments was as follows:

We manage our operations by the nature of the services we offer. Our reportable segments comprise the structure used to make key operating decisions and assess performance. We are organized into the following reportable segments: Gathering Systems (primarily includes crude oil gathering, natural gas gathering and processing, produced water gathering, and crude oil sales), Fresh Water Delivery, Investments in Midstream Entities and Corporate. We often refer to the services of our Gathering Systems and Fresh Water Delivery reportable segments collectively as our midstream services.


	Three Months Ended March 31,
(in thousands)	2021		2020
Operating Revenues	$	238,666	$	157,979
Operating Expenses	284,000		174,237
Operating (Loss) Income	(45,334)		(16,258)
Other Expense (Income)	44,420		18,523
Loss Before Income Taxes	(89,754)		(34,781)
Tax Expense	111		30
Net Loss	$	(89,865)	$	(34,811)

1512

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Noble Midstream Partners LP

Notes to Consolidated Financial Statements (Unaudited)

Note 7. Segment Information

Summarized financial information concerning our reportable segments is as follows:

(in thousands)	Gathering Systems		Fresh Water Delivery		Investments in Midstream Entities		Corporate (1)		Consolidated
Three Months Ended September 30, 2020
Three Months Ended March 31, 2021
Midstream Services — Affiliate	$	8076,~~534~~747	$	818,~~420~~422	$	—	$	—	$	8895,~~954~~169
Midstream Services — Third Party	20,~~610~~089		12,~~628~~875		—		—		22,~~238~~964
Crude Oil Sales — Third Party	76160,~~173~~238		—		—		—		76160,~~173~~238
Total Revenues	~~177~~257,~~317~~074		1021,~~048~~297		—		—		~~187~~278,~~365~~371
Income (Loss) Before Income Taxes	5955,~~703~~220		918,~~479~~205		(1819,~~068~~422)		(1216,~~212~~400)		3837,~~902~~603
Additions to Long-Lived Assets	910,~~204~~270		—		—		94179		910,~~298~~449
Additions to Investments	—		—		439,~~555~~098		—		439,~~555~~098
Three Months Ended September 30, 2019
Three Months Ended March 31, 2020
Midstream Services — Affiliate	$	9190,~~377~~185	$	2023,~~847~~599	$	—	$	—	$	~~112~~113,~~224~~784
Midstream Services — Third Party	1823,~~448~~724		24,~~132~~174		—		—		2027,~~580~~898
Crude Oil Sales — Third Party	4882,~~870~~363		—		—		—		4882,~~870~~363
Total Revenues	~~158~~196,~~695~~272		2227,~~979~~773		—		—		~~181~~224,~~674~~045
Income (Loss) Before Income Taxes	67,419		18,825		(5,621)		(8,925)		71,698
Additions to Long-Lived Assets	57,309		4,646		—		299		62,254
Additions to Investments	—		—		86,757		—		86,757
Nine Months Ended September 30, 2020
Midstream Services — Affiliate	$	254,158	$	42,319	$	—	$	—	$	296,477
Midstream Services — Third Party	65,520		7,613		—		—		73,133
Crude Oil Sales — Third Party	187,750		—		—		—		187,750
Total Revenues	507,428		49,932		—		—		557,360
Goodwill Impairment	109,734		—		—		—		109,734
Income (Loss) Before Income Taxes	76(41,~~877~~218)		4222,~~258~~443		(265,~~207~~409)		(4013,~~661~~183)		52(37,~~267~~367)
Additions to Long-Lived Assets	6147,~~672~~619		—		—		~~351~~109		6247,~~023~~728
Additions to Investments	—		—		~~294~~225,~~281~~599		—		~~294~~225,~~281~~599
Nine Months Ended September 30, 2019
March 31, 2021
Midstream Services — Affiliate	$	246,495	$	66,801	$	—	$	—	$	313,296
Total Assets	$	2,029,720	$	94,950	$	883,788	$	25,206	$	3,033,664
Midstream Services — Third Party	57,823		8,395		—		—		66,218
December 31, 2020
Crude Oil Sales — Third Party	133,522		—		—		—		133,522
Total Assets	$	2,014,935	$	105,599	$	904,955	$	11,707	$	3,037,196
Total Revenues	437,840		75,196		—		—		513,036
Income (Loss) Before Income Taxes	173,747		55,655		(5,028)		(27,082)		197,292
Additions to Long-Lived Assets	191,697		6,040		—		810		198,547
Additions to Investments	—		—		501,344		—		501,344
September 30, 2020
Total Assets	$	2,031,541	$	101,525	$	899,468	$	10,238	$	3,042,772
December 31, 2019
Total Assets	$	2,160,026	$	91,840	$	660,778	$	13,438	$	2,926,082

(1)The Corporate segment includes all general Partnership activity not attributable to our operating subsidiaries.

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Noble Midstream Partners LP

Notes to Consolidated Financial Statements (Unaudited)

Note 8. Partnership Distributions

Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash to unitholders of record on the applicable record date. The following table details the distributions paid in respect of the periods presented below:

					Distributions(in thousands)
Period	Record Date	Distribution Date	Distribution per Limited Partner Unit		Distribution to Common Unitholders(1)(in thousands)
					Limited Partners
Q4 2019	February 4, 2020	February 14, 2020	$	0.6878	$	62,012
Period	Record Date	Distribution Date	Distribution per Limited Partner Unit		Common Unitholders(1)		Subordinated Unitholders (2)		Holder of IDRs (3)		Total
Q4 2020	February 5, 2021	February 12, 2021	$	0.1875	$	16,907
Q4 2018	February 4, 2019	February 11, 2019	$	0.5858	$	13,876	$	9,316	$	2,421	$	25,613
Q1 2019	May 6, 2019	May 13, 2019	$	0.6132	$	14,534	$	9,751	$	3,507	$	27,792
Q2 2019	August 5, 2019	August 12, 2019	$	0.6418	$	25,418	$	—	$	4,640	$	30,058
Q4 2019	February 4, 2020	February 14, 2020	$	0.6878	$	62,012	$	—	$	—	$	62,012
Q1 2020	May 8, 2020	May 15, 2020	$	0.1875	$	16,906	$	—	$	—	$	16,906
Q2 2020	August 7, 2020	August 14, 2020	$	0.1875	$	16,907	$	—	$	—	$	16,907

(1)Distributions to common unitholders does not include distribution equivalent rights on units that vested under the Noble Midstream Partners LP 2016 Long-Term Incentive Plan (the “LTIP”).

~~(2)On~~Under ~~May~~the 14terms of the NBLX Merger Agreement, ~~2019~~at the closing, all ~~Subordinated~~of the publicly held Common Units ~~were~~representing ~~converted~~limited partner interests in the Partnership will convert into ~~Common~~the ~~Units~~right to receive newly issued shares of Chevron common stock. As a

~~(3)In November 2019, we acquired all of Noble’s IDRs. See Note 2. Basis of Presentation.~~13

Cash Distributions On October 20, 2020, the Board of Directors of our General Partner approved a quarterly distribution of $0.1875 per unit. The distribution will be paid on November 13, 2020, to unitholders of record as of November 6, 2020.

Note 9. Net Income Per Limited Partner Unit

Our net income is attributed to limited partners, in accordance with their respective ownership percentages, and when applicable, giving effect to incentive distributions paid to Noble. For periods prior to the conversion of Subordinated Units and simplification of IDRs, we had more than one class of participating securities and we utilized the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities included Common Units, Subordinated Units and IDRs.

Basic and diluted net income per limited partner Common Unit and Subordinated Unit is computed by dividing the respective limited partners’ interest in net income for the period by the weighted-average number of Common Units and Subordinated Units outstanding for the period. Diluted net income per limited partner Common Unit and Subordinated Unit reflects the potential dilution that could occur if agreements to issue Common Units, such as awards under the LTIP, were settled or converted into Common Units. When it is determined that potential Common Units resulting from an award should be included in the diluted net income per limited partner Common and Subordinated Unit calculation, the impact is reflected by applying the treasury stock method.

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Noble Midstream Partners LP

Notes to Consolidated Financial Statements (Unaudited)

~~Our~~result, ~~calculation~~Partnership ofunitholders ~~net~~are ~~income~~not ~~per~~expected ~~limited~~to ~~partner~~receive ~~Common~~a quarterly distribution from the Partnership for the quarter ended March 31, 2021, and ~~Subordinated~~instead, ~~Unit~~unitholders isare asexpected ~~follows:~~to receive a quarterly dividend, payable June 10, 2021, from Chevron for the quarter ended March 31, 2021, provided that such unitholders continue to hold the shares of Chevron common stock received in the NBLX Merger on May 19, 2021, the record date for the Chevron quarterly dividend.

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per unit amounts)	2020		2019		2020		2019
Net Income Attributable to Noble Midstream Partners LP	$	35,784	$	40,632	$	94,123	$	120,600
Less: Net Income Attributable to Incentive Distribution Rights	—		5,820		—		13,967
Net Income Attributable to Limited Partners	$	35,784	$	34,812	$	94,123	$	106,633
Net Income Attributable to Common Units	$	35,784	$	34,812	$	94,123	$	84,266
Net Income Attributable to Subordinated Units (1)	—		—		—		22,367
Net Income Attributable to Limited Partners	$	35,784	$	34,812	$	94,123	$	106,633
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic
Common Units	$	0.40	$	0.88	$	1.04	$	2.65
Subordinated Units (1)	$	—	$	—	$	—	$	2.89
Net Income Attributable to Limited Partners Per Limited Partner Unit — Diluted
Common Units	$	0.40	$	0.88	$	1.04	$	2.64
Subordinated Units	$	—	$	—	$	—	$	2.89
Weighted Average Limited Partner Units Outstanding — Basic
Common Units	90,170		39,604		90,162		31,855
Subordinated Units (1)	—		—		—		7,747
Weighted Average Limited Partner Units Outstanding — Diluted
Common Units	90,170		39,624		90,166		31,879
Subordinated Units (1)	—		—		—		7,747
Antidilutive Restricted Units	185		44		186		66

Note 9. Net Income Per Limited Partner Unit

~~(1)On~~Basic ~~May~~and ~~14,~~diluted ~~2019,~~net ~~all~~income ~~Subordinated~~per limited partner Common Unit is computed by dividing the respective limited partners’ interest in net income for the period by the weighted-average number of Common Units outstanding for the period. Diluted net income per limited partner Common Unit reflects the potential dilution that could occur if agreements to issue Common Units, such as awards under the LTIP, were settled or converted into Common Units. When it is determined that potential Common Units resulting from an award should be included in the diluted net income per limited partner Common Unit calculation, the impact is reflected by applying the treasury stock method.

Our calculation of net income per limited partner Common Unit is as follows:


	Three Months Ended March 31,
(in thousands, except per unit amounts)		2021		2020
Net Income Attributable to Noble Midstream Partners LP		$	31,201	$	10,103



Net Income Attributable to Limited Partners Per Common Unit — Basic and Diluted		$	0.35	$	0.11

Weighted Average Limited Partner Common Units Outstanding — Basic		90,209		90,152

Weighted Average Limited Partner Common Units Outstanding — Diluted		90,237		90,164

Antidilutive Restricted Units		91		167

Note 10. Commitments and Contingencies

Legal Proceedings We may become involved in various legal proceedings in the ordinary course of business. These proceedings would be subject to the uncertainties inherent in any litigation, and we will regularly assess the need for accounting recognition or disclosure of these contingencies. We would expect to defend ourselves vigorously in all such matters. Based on currently available information, we believe it is unlikely that the outcome of known matters would have a material adverse impact on our combined financial condition, results of operations or cash flows.

18Clean Water Act Matter In January 2021, the United States Department of Justice and the United States Environmental Protection Agency notified the Partnership of potential penalties for alleged Clean Water Act violations at a facility in Weld County, Colorado regarding requirements for Spill Prevention and Countermeasures Plan and Facility Response Plan. The parties are negotiating a resolution of this matter and, to date, we have accrued immaterial costs associated with the settlement. Given the ongoing status of negotiations, we are currently unable to predict the ultimate outcome of this matter, but believe the resolution will not have a material adverse effect on our financial position, results of operations or cash flows.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a narrative about our business from the perspective of our management. Our MD&A is presented in the following major sections:

•Executive Overview and Operating Outlook;

•Results of Operations; and

•Liquidity and Capital Resources.

The preceding consolidated financial statements, including the notes thereto, contain detailed information that should be read in conjunction with our MD&A. See also Item 1A. Risk Factors and our disclosures in Item 3 of this report under the heading: “Disclosure Regarding Forward-Looking Statements.”

EXECUTIVE OVERVIEW AND OPERATING OUTLOOK

The following discussion highlights the current operating environment, as well as significant operating and financial results for ~~third~~first quarter ~~2020~~2021. This discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020, which includes disclosures regarding our critical accounting policies as part of “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

~~The~~Following ~~impacts~~the oncompletion ~~our business~~ of ~~both~~ the ~~significant~~acquisition ~~decline~~of inNoble ~~commodity~~by ~~prices~~Chevron ~~and~~on ~~the~~October ~~COVID-19~~5, ~~pandemic~~2020, ~~are~~Chevron ~~unprecedented.~~(1) Weindirectly, ~~will~~wholly ~~continue~~owns toand ~~focus~~controls on our ~~customer~~General ~~base~~Partner, and ~~maintaining~~(2) ~~safe~~indirectly ~~and~~holds ~~reliable~~approximately ~~operations~~62.6% Weof ~~are continuing to work with~~ our ~~customers~~Common ~~to further align activity and volume expectations~~Units.

Chevron Merger On ~~July~~- 20, 2020, Noble, our sponsor and majority unitholder, entered into the Chevron Merger Agreement with Chevron. The transaction closed on October 5, 2020. As a result, Chevron (1) indirectly, wholly owns and controls our General Partner, and (2) indirectly holds approximately 62.6% of our limited partner Common Units. See Item 1A. Risk Factors for a discussion of risks related to the Chevron Merger. NBLX

~~Third~~On ~~Quarter~~March ~~2020~~4, ~~Significant~~2021, ~~Results~~the Partnership and the General Partner entered into the NBLX Merger Agreement with Chevron. Pursuant to the NBLX Merger Agreement, Chevron will acquire all Common Units that Chevron and its affiliates do not already own and holders of such Common Units will receive 0.1393 shares of Chevron common stock for each Common Unit held. The Registration Statement registering shares of Chevron common stock to effectuate such acquisition was declared effective by the SEC on April 13, 2021. The NBLX Merger is anticipated to close in mid-May 2021. Upon completion of the NBLX Merger, the Common Units will cease to be listed on the Nasdaq and will be subsequently deregistered under the Exchange Act.

~~The~~First ~~following~~Quarter ~~discussion~~2021 ~~outlines~~Significant ~~significant results for third quarter 2020.~~Results

The following discussion outlines significant results for first quarter 2021.

Significant Financial Results Include:

•Net Income Attributable to Limited Partners of $3531.82 million, an increase of 3209% as compared with ~~third~~first quarter ~~2019~~2020;

•Net Cash Provided by Operating Activities of $7295.07 million, a decrease of 2919% as compared with ~~third~~first quarter ~~2019~~2020;

•Adjusted EBITDA (non-GAAP financial measure) of $~~105~~108.16 million, ana ~~increase~~decrease of 125% as compared with ~~third~~first quarter ~~2019~~2020; and

•Distributable cash flow (non-GAAP financial measure) of $78.87 million, ana ~~increase~~decrease of 5716% as compared with ~~third~~first quarter ~~2019~~2020.

For additional information regarding our non-GAAP financial measures, see — Adjusted EBITDA (Non-GAAP Financial Measure), Distributable Cash Flow (Non-GAAP Financial Measure) and Reconciliation of Non-GAAP Financial Measures, below.

Impact of COVID-19

~~Market~~In ~~Conditions Continued~~2020, ~~containment~~the ~~measures~~COVID-19 pandemic and ~~responsive~~implementation ~~actions~~of tocontainment ~~the~~measures ~~COVID-19~~to ~~pandemic~~minimize ~~continue~~impacts to ~~contribute~~populations led to ~~severe~~the ~~declines~~disruption inof ~~general~~global ~~economic~~manufacturing ~~activity~~supply chains, stagnation of crude oil and ~~energy~~natural ~~demand.~~gas Asconsumption, acommodity ~~result~~price volatility, ~~the~~interference ~~global~~with ~~economy~~workforce ~~has~~continuity ~~experienced~~and athe slowing of global economic growth. These factors, ~~disruption~~among others, caused a number of ~~global~~producers ~~manufacturing~~to ~~supply~~reduce ~~chains,~~capital ~~stagnation~~spending levels and shut-in production at certain fields for a portion of 2020. These temporary shut-ins served to lower inventory levels and thereby alleviate some of the crude oil ~~and~~storage ~~natural~~constraints ~~gas~~experienced ~~consumption~~in the beginning of second quarter 2020; however, a number of producers subsequently brought back online previously shut-in production and ~~interference~~have ~~with~~been ~~workforce~~resuming ~~continuity~~development activities.

~~Current~~While ~~and~~relaxing ~~Future~~of ~~Expected~~certain ~~Impact~~containment tomeasures ~~the~~resulted ~~Partnership The~~in ~~virus~~increased ~~continues~~demand toand ~~impact~~commodity prices in the ~~global~~second ~~demand~~half ~~for~~of ~~commodities,~~2020 aand ~~trend~~first wequarter ~~expect~~of 2021, demand continues to ~~continue~~be ~~into~~significantly ~~2021.~~lower ~~Additionally,~~than ~~the~~levels ~~risks~~experienced ~~associated~~prior ~~with~~to the COVID-19 ~~have~~pandemic. ~~impacted~~If ~~our~~the ~~workforce~~supply and ~~the~~demand ~~way~~balance wefor ~~meet~~crude oil and natural gas worsens, our ~~business~~customers ~~objectives.~~may Inbe ~~response~~forced or elect to ~~this~~shut-in production and delay or discontinue drilling plans, and as such we ~~executed~~could ~~the~~experience ~~following~~a ~~actions:~~decline in demand for our services. Furthermore, additional outbreaks, a return of more stringent containment measures or further restrictions could negatively impact demand for crude oil and natural gas and in turn negatively impact commodity prices in the future.

•Remote workforce – Due to concerns over health and safety, much of our workforce continues to work remotely until further notice. As of September 30, 2020, working remotely has not significantly impacted our ability to maintain operations, including use of financial reporting systems, nor has it significantly impacted our internal control environment. In addition, certain of our employees and contractors work in remote field locations. We have implemented various health and safety protocols including, among others, reduction of certain operational workloads to critical maintenance and personnel, mandating use of certain secure travel options, review of critical medical supplies and procedures and implementation of other safeguards to protect operational personnel. We have not incurred, and in the future do not expect to incur, significant expenses related to business continuity as employees work from home.15

Table of Co ntents

~~•Mobilized~~Basin ~~a Crisis Management Team (“CMT”) – Our corporate CMT is responsible for ensuring the organization implements our corporate Employee Health~~ and ~~Wellness~~Investment plan elements pertaining to pandemic response. This plan follows the Centers for Disease Control and Prevention (“CDC”), national, state and local guidance in preparing and responding to COVID-19. The CMT implemented communication protocols should an employee become sick, and we continue to follow CDC guidance, which is subject to change in the future. To date, we have not experienced significant business or operational interruption due to workforce health or safety concerns pertaining to COVID-19. Updates

The rapid and unprecedented decreases in energy demand have continued to impact certain elements of our distribution channels. We are also continuing to experience impacts from downstream markets, as certain pipelines have limited ability to transport production as refineries reduce activity or are declaring force majeure. Additionally, inventory surpluses have, at times, overwhelmed U.S. storage capacity, leading to a further strain on the supply chain.

Commodity Prices

Market Conditions The COVID-19 pandemic has continued to cause unprecedented and prolonged declines in the global demand for crude oil and natural gas. While relaxing certain containment measures has resulted in increased demand and commodity prices in late second quarter 2020 and into third quarter 2020, demand continues to be significantly lower than levels experienced prior to the COVID-19 pandemic. Even as commodity prices remain improved over those experienced in late first quarter 2020 and early second quarter 2020, additional outbreaks and/or a return of containment measures or further restrictions could negatively impact commodity prices in the near future. The continuing uncertainty regarding the longevity and severity of the impacts of COVID-19 to the crude oil and natural gas industry, including the reduced demand for crude oil and natural gas commodities and its resulting impact on commodity prices, may continue until a vaccine or alternative treatment is made widely available across the globe.

Contemporaneously with the COVID-19 pandemic, the crude oil and natural gas industry continues to be impacted by excess supply in the global marketplace. The Organization of Petroleum Exporting Countries (“OPEC”) and certain non-OPEC producers agreed to production cuts beginning in May 2020 which extend through first quarter 2022. While these production cuts have proven unable to sufficiently offset the ongoing decreases in demand caused by COVID-19, production from these producers has fallen to its lowest levels in decades.

These factors have caused a number of producers to reduce capital spending levels and shut-in production at certain fields. These shut-ins served to lower inventory levels and thereby alleviate some of the crude oil storage constraints experienced in the beginning of second quarter 2020. In third quarter 2020, a number of producers brought previously shut-in production back online. Inventory levels, and resulting storage constraints, could be impacted as producers bring production back online with relatively higher commodity prices.

In addition to the U.S. crude oil market, the U.S. domestic natural gas market continues to be oversupplied and has contributed to depressed pricing. We expect that if development activity remains at lower levels in the U.S. leading to reduced crude oil and associated natural gas production, U.S. domestic natural gas prices will adjust as supply and demand levels equalize.

Current and Future Expected Impact to the Partnership The sustained decline in commodity prices adversely affected shale producers in the U.S., including our customers. In response, certain of our customers have reduced their capital investment programs and voluntarily shut-in production. While certain of our producers have brought online previously shut-in production, collectively these actions by our customers have resulted in decreased throughput volumes on our gathering systems since first quarter 2020 and significant decreases in fresh water deliveries due to decreases in well completion activity.

The commodity price environment is expected to remain depressed based on sustained decreases in demand, over-supply and global economic instability caused by COVID-19, discussed further below. In addition, we expect downstream capacity and storage constraints to continue to have a negative impact on the ability to transport production. If constraints continue such that storage becomes unavailable to our customers or commodity prices remain depressed, they may be forced or elect to further shut-in production and delay or discontinue drilling plans, which would result in a further decline in demand for our services.

In this market environment, we are focused on prioritizing free cash flow and protecting our balance sheet. In response, we maintained our reduced quarterly distribution from first quarter 2020. The Board of Directors of our General Partner approved a 73% reduction of the quarterly distribution to $0.1875 per unit for both the first and second quarter 2020. Our third quarter 2020 distribution will also be $0.1875 per unit. We intend to utilize funds from our distribution reduction and maintenance to reduce our debt levels. Our Board of Directors of our General Partner will continue reviewing the quarterly distribution in context of market conditions.

Global Economic Instability

Market Conditions COVID-19, coupled with the drop in commodity prices, have contributed to equity market volatility and what experts have now concluded amounted to a recession in first quarter 2020. Estimated ranges of the duration of these impacts to equity markets and the global economy vary widely, especially given the continued impacts of COVID-19 are

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unknown. Over the last several months, the U.S. government has passed a series of stimulus packages which, collectively, have provided the largest relief packages in U.S. history. These packages include various provisions intended to provide relief to individuals and businesses in the form of tax changes, loans and grants, among others. At this time, we do not believe these stimulus measures will have a material impact on the Partnership; however, we do believe they could aid the economy by providing relief to certain individuals and smaller businesses.

Current and Future Expected Impact to the Partnership The decline in our unit price and corresponding reduction in our market capitalization were sustained throughout third quarter 2020, a condition that is consistent across our sector. We do not have any debt covenants or other lending arrangements that depend upon our unit price. As of September 30, 2020, we are in compliance with the covenants contained in our revolving credit facility and term loans, which provide that our consolidated leverage ratio as of the end of each fiscal quarter may not exceed 5.00 to 1.0, and our consolidated interest coverage ratio as of the end of each fiscal quarter to be no less than 3.00 to 1.0. The consolidated leverage ratio and consolidated interest coverage ratio are defined in the respective agreements.

As cities, states and countries continue relaxing confinement restrictions, the risk for the resurgence and recurrence of COVID-19 remains. The reinstatement of containment measures could potentially lead to an extended period of reduced demand for crude oil and natural gas commodities, as well as assert further pressure on the global economy.

Regulatory Update

In September 2020, the Colorado Oil and Gas Conservation Commission (“COGCC”) announced that it will consider imposing a 2,000-foot setback requirement for drilling and fracking operations statewide, allowing for variances from the requirement in some circumstances. The vote on this rulemaking is expected to take place at the COGCC’s November 2020 meeting, but we cannot predict the final outcome of the COGCC’s actions.

Potential Future Impacts

Impairment testing involves uncertainties related to key assumptions such as expectations of our customers’ development and capital spending plans, among others, and a significant number of interdependent variables are derived from these key assumptions. There is a high degree of complexity in their application in determining use and value in recovery tests and fair value determinations.

We performed impairment assessments as of March 31, 2020 and fully impaired our goodwill during first quarter 2020. See Item 1. Financial Statements – Note 2. Basis of Presentation. We performed impairment assessments as of June 30, 2020 and September 30, 2020, including assessments of property, plant and equipment, customer-related intangible assets, and equity method investments. We did not identify any impairment indicators based on these procedures.

Given the inherent volatility of the current market conditions driven by the COVID-19 pandemic and the oil and gas supply dynamics, the potential for future conditions to deviate from our current assumptions exists. For example, further erosion in consumer energy demand, lower crude oil and natural gas development and production, and/or lower commodity prices could trigger future impairments of our assets or non-compliance with the financial covenants in our revolving credit facility and term loans.

Workforce Adjustments

As previously disclosed, the officers of our General Partner manage our operations and activities. All of the employees required to conduct and support our operations were previously employed by Noble. Upon close of the Chevron Merger, all employees conducting and supporting our operations are employed by Chevron and are subject to the operational services and secondment agreement and omnibus agreement that we entered into with Noble.

In 2020, Noble engaged in corporate restructuring activities, resulting in reductions in its employee and contractor work forces. Additionally, certain Noble employees were participating in furlough and part-time work programs implemented in first quarter 2020 and continuing into third quarter 2020. Certain employees that support our operations were impacted by these activities.

Additionally, Noble lowered executive leadership salaries by 10% to 20%. Certain officers of our General Partner were impacted by the salary reductions. The aforementioned actions by Noble have not significantly impacted our ability to maintain operations, including use of financial reporting systems, nor have they significantly impacted our internal control environment.

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Organic Capital Program

In October 2020, we narrowed our 2020 organic capital program expectations from $60 to $80 million to $70 to $80 million. We will continue to evaluate the level of capital spending based on the following factors, among others, and their effect on project financial returns:

•pace of our customers’ development based on current commodity prices;

•operating and construction costs and our ability to achieve material supplier price reductions;

•impact of new laws and regulations on our business practices, including those related to COVID-19;

•indebtedness levels; and

•availability of financing or other sources of funding.

We plan to fund our capital program with cash on hand, cash generated from operations, borrowings under our revolving credit facility and, if necessary, the issuance of additional equity or debt securities.

Development Project Updates

DJ Basin

In the ~~Greeley~~Mustang ~~Crescent~~ IDP area, ~~infrastructure~~we ~~build~~made ~~out~~our ~~was~~first ~~deferred~~well ~~due~~connections tosince ~~changes~~second ~~in third party development plans with minimal activity during third~~ quarter 2020. Noand ~~wells~~connected ~~were~~15 ~~connected~~affiliate inwells ~~the~~to ~~Greeley~~our ~~Crescent~~gathering ~~IDP~~system. ~~area~~Additionally, ~~however,~~we ~~fracking~~delivered ~~activity re-commenced in September with~~ fresh water ~~delivered~~ to ~~approximately~~20 12affiliate wells ~~during third quarter 2020~~.

In the ~~Black~~East ~~Diamond~~Pony ~~dedication~~IDP area, ~~the~~and ~~joint~~in ~~venture~~the ~~progressed~~Black ~~with~~Diamond ~~installing~~dedication ~~new crude oil gathering infrastructure for upcoming well connections from third-party producers~~area, aswe ~~well~~connected as10 ~~facility expansion~~ and ~~upgrade~~67 ~~projects.~~third Noparty wells, ~~were connected~~ respectively, to ~~the~~our ~~Black Diamond~~ gathering ~~system during third quarter 2020~~systems.

In the ~~Mustang~~Greeley Crescent IDP area, wefracking ~~continued~~activity ~~to extend infrastructure for crude oil~~continued, ~~natural gas,~~ and ~~produced~~we ~~water~~delivered ~~gathering systems to facilitate further development, however this was at a reduced pace due to a slowdown in customer activity levels. No wells were connected in the Mustang IDP area and no~~ fresh water ~~was~~to ~~delivered~~24 ~~during third quarter 2020~~wells.

InRegarding ~~the~~our ~~Wells~~investment ~~Ranch~~in ~~IDP area~~Saddlehorn, ~~construction~~the onexpansion ~~extensions~~project ~~of gathering infrastructure~~ to ~~support~~increase ~~future~~pipeline ~~well~~capacity ~~connections~~to ~~was~~290 ~~slowed.~~MBbl/d ~~No wells were connected in the Wells Ranch IDP area and no fresh water~~ was ~~delivered~~completed during ~~third~~first quarter ~~2020~~2021.

Delaware Basin

In the ~~Permian,~~Delaware ~~activity~~Basin ~~levels~~we ~~for~~connected ~~both~~10 ~~our~~ affiliate wells and ~~third-party~~2 ~~customers slowed with the decline in commodity prices. During~~ third ~~quarter 2020, two third-~~party wells ~~were connected~~ to our gathering ~~systems~~system.

Investment Capital Program

The Partnership lowered the top end of its expected 2020 investment capital program to $250 million from a top end of $260 million previously. Our 2020 investment capital program will now accommodate a net investment level of $240 to $250 million. During the first nine months of 2020, capital contributions to investments, including the loan to EPIC Y-Grade, totaled approximately $290 million, or $217 million net to the Partnership. The remaining spend will be for EPIC Crude and EPIC Y-Grade to support the completion of terminal equipment and off-take pipelines from the fractionators.

Investment Project Updates

Delaware Crossing Delaware Crossing began delivering crude oil into all connection points in April 2020. Operational capacity is 135 MBbl/d with capability to expand to 200 MBbl/d. The Liberty Terminal in Reeves County Texas and the Wink Terminal in Winkler County Texas, which deliver into the EPIC Crude pipeline, were completed and placed in service during the second quarter of 2020. The pipeline gathers volumes from producers across approximately 200,000 acres in the southern Delaware Basin.

EPIC Y-Grade The pipeline was commissioned in February 2020. The clean out process and transition of the EPIC Y-Grade mainline from crude interim service to NGL service began during May 2020. In June 2020, the project completed construction of its first new build fractionator increasing capacity to 180 MBbl/d of NGLs from 70 MBbl/d in the first quarter 2020. The fractionator commenced full commercial service in July 2020.

EPIC Crude Construction of the mainline and west dock of the marine terminal was completed in December 2019. The project entered full service on April 1, 2020.

EPIC Propane The EPIC Propane pipeline is currently under construction with anticipated completion in late 2020.

Saddlehorn The pipeline is currently undergoing expansion to increase crude oil capacity by 100 MBbl/d to a new total capacity of approximately 290 MBbl/d. The incremental capacity is expected to be available in late 2020 or early 2021.

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RESULTS OF OPERATIONS

Results of operations were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
			Three Months Ended March 31,
(thousands)	~~2020~~		~~2019~~		~~2020~~2021		~~2019~~2020
Revenues
Midstream Services — Affiliate	$	~~88,954~~	$	~~112,224~~	$	~~296~~95,~~477~~169	$	~~313~~113,~~296~~784
Midstream Services — Third Party	~~22,238~~		~~20,580~~		7322,~~133~~964		6627,~~218~~898
Crude Oil Sales — Third Party	~~76,173~~		~~48,870~~		~~187~~160,~~750~~238		~~133~~82,~~522~~363
Total Revenues	~~187,365~~		~~181,674~~		~~557~~278,~~360~~371		~~513~~224,~~036~~045
Costs and Expenses
Cost of Crude Oil Sales	~~72,089~~		~~46,240~~		~~181~~153,~~052~~104		~~125~~79,~~216~~859
Direct Operating	~~19,654~~		~~25,688~~		6625,~~543~~988		8826,~~996~~850
Depreciation and Amortization	~~26,443~~		~~24,571~~		7826,~~728~~874		7125,~~585~~931
General and Administrative	~~6,244~~		~~4,373~~		189,~~176~~027		135,~~905~~486
Goodwill Impairment	—		—		~~109,734~~—		—109,734
Other Operating Expense (Income)	864		(469)		4,726		(488)
Other Operating (Income) Expense					(15)		1,286
Total Operating Expenses	~~125,294~~		~~100,403~~		~~458~~214,~~959~~978		~~299~~249,~~214~~146
Operating Income	62,071		81,271		98,401		213,822
Operating Income (Loss)					63,393		(25,101)
Other Expense (Income)
Interest Expense, Net of Amount Capitalized	~~6,437~~		~~3,952~~		196,~~927~~368		116,~~502~~857
Investment Loss, Net	~~18,068~~		~~5,621~~		2619,~~207~~422		5,~~028~~409
Other Non-Operating Income	(1,336)		—		—		—
Total Other Expense, Net					25,790		12,266
Total Other Expense, Net	23,169		9,573		46,134		16,530
Income (Loss) Before Income Taxes					37,603		(37,367)
Income Before Income Taxes	38,902		71,698		52,267		197,292
Income Tax Expense					44		149
Income Tax Expense	166		1,179		187		3,219
Net Income (Loss)					37,559		(37,516)
Net Income	38,736		70,519		52,080		194,073
Less: Net Income (Loss) Attributable to Noncontrolling Interests					6,358		(47,619)
Less: Net Income Prior to the Drop-Down and Simplification	—		4,136		—		11,237
Net Income Attributable to Noble Midstream Partners LP					$	31,201	$	10,103
Net Income Subsequent to the Drop-Down and Simplification	38,736		66,383		52,080		182,836
Adjusted EBITDA(1) Attributable to Noble Midstream Partners LP					$	96,906	$	107,211
Less: Net Income (Loss) Attributable to Noncontrolling Interests	2,952		25,751		(42,043)		62,236
Distributable Cash Flow(1) of Noble Midstream Partners LP					$	78,733	$	93,720
Net Income Attributable to Noble Midstream Partners LP	$	35,784	$	40,632	$	94,123	$	120,600
Adjusted EBITDA(1) Attributable to Noble Midstream Partners LP	$	96,111	$	59,504	$	298,074	$	177,976
Distributable Cash Flow(1) of Noble Midstream Partners LP	$	78,793	$	50,282	$	252,194	$	144,889

(1)Adjusted EBITDA and Distributable Cash Flow are not measures as determined by 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, see — Adjusted EBITDA (Non-GAAP Financial Measure), Distributable Cash Flow (Non-GAAP Financial Measure) and Reconciliation of Non-GAAP Financial Measures, below.

2316

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Throughput and Crude Oil Sales Volumes

The amount of revenue we generate primarily depends on the volumes of crude oil, natural gas and water for which we provide midstream services as well as the crude oil volumes we sell to customers. Throughput and crude oil sales volumes related to our Gathering Systems and Fresh Water Delivery reportable segments were as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2020

2019

2020

2019

2021

2020

DJ Basin

Crude Oil Sales Volumes (Bbl/d)

~~16,691~~

~~9,625~~

1632,~~462~~952

819,~~813~~668

Crude Oil Gathering Volumes (Bbl/d)

~~172,393~~

~~181,486~~

~~177~~150,~~210~~959

~~179~~183,~~392~~106

Natural Gas Gathering Volumes (MMBtu/d)

~~525,417~~

~~496,238~~

~~497~~482,~~965~~813

~~458~~499,~~087~~204

Natural Gas Processing Volumes (MMBtu/d)

~~39,876~~

~~48,988~~

4138,~~697~~209

5042,~~823~~668

Produced Water Gathering Volumes (Bbl/d)

~~29,452~~

~~41,508~~

3728,~~426~~947

4042,~~474~~094

Fresh Water Delivery Volumes (Bbl/d)

~~22,125~~

~~134,629~~

92127,~~873~~060

~~177~~226,~~565~~937

Delaware Basin

Crude Oil Gathering Volumes (Bbl/d)

~~51,064~~

~~51,822~~

5645,~~845~~988

4658,~~530~~556

Natural Gas Gathering Volumes (MMBtu/d)

~~159,734~~

~~180,707~~

~~172~~139,~~241~~459

~~139~~182,~~877~~282

Produced Water Gathering Volumes (Bbl/d)

~~126,688~~

~~151,739~~

~~145~~108,~~551~~588

~~137~~162,~~868~~178

Total Gathering Systems

Crude Oil Sales Volumes (Bbl/d)

~~16,691~~

~~9,625~~

1632,~~462~~952

819,~~813~~668

Crude Oil Gathering Volumes (Bbl/d)

~~223,457~~

~~233,308~~

~~234~~196,~~055~~947

~~225~~241,~~922~~662

Natural Gas Gathering Volumes (MMBtu/d)

~~685,151~~

~~676,945~~

~~670~~622,~~206~~272

~~597~~681,~~964~~486

Barrels of Oil Equivalent (Boe/d) (1)

~~314,822~~

~~322,872~~

~~324~~284,~~674~~633

~~306~~335,~~508~~492

Natural Gas Processing Volumes (MMBtu/d)

~~39,876~~

~~48,988~~

4138,~~697~~209

5042,~~823~~668

Produced Water Gathering Volumes (Bbl/d)

~~156,140~~

~~193,247~~

~~182~~137,~~977~~535

~~178~~204,~~342~~272

Total Fresh Water Delivery

Fresh Water Delivery Volumes (Bbl/d)

~~22,125~~

~~134,629~~

92127,~~873~~060

~~177~~226,~~565~~937

(1)Includes crude oil sales volumes that are transported on our gathering systems and sold to third-party customers.

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Revenues

Revenues from our Gathering System and Fresh Water Delivery reportable segments were as follows:

(in thousands)	~~2020~~2021		~~2019~~2020		~~Increase~~ (Decrease) Increase From Prior Year
Three Months Ended September 30,
Three Months Ended March 31,
Gathering and Processing — Affiliate	$	8073,~~030~~859	$	9089,~~586~~298	(1217)	%
Gathering and Processing — Third Party	1816,~~792~~396		1721,~~169~~968		9(25)	%
Fresh Water Delivery — Affiliate	818,~~420~~422		2023,~~847~~599		(6022)	%
Fresh Water Delivery — Third Party	12,~~628~~875		24,~~132~~174		(2431)	%
Crude Oil Sales — Third Party	76160,~~173~~238		4882,~~870~~363		5695	%
Other — Affiliate	~~504~~2,888		~~791~~887		~~(36)~~226	%
Other — Third Party	13,~~818~~693		1,~~279~~756		42110	%
Total Revenues	$	~~187~~278,~~365~~371	$	~~181~~224,~~674~~045	324	%
Nine Months Ended September 30,
Gathering and Processing — Affiliate	$	251,999	$	244,102	3	%
Gathering and Processing — Third Party	60,762		54,264		12	%
Fresh Water Delivery — Affiliate	42,319		66,801		(37)	%
Fresh Water Delivery — Third Party	7,613		8,395		(9)	%
Crude Oil Sales — Third Party	187,750		133,522		41	%
Other — Affiliate	2,159		2,393		(10)	%
Other — Third Party	4,758		3,559		34	%
Total Revenues	$	557,360	$	513,036	9	%

~~Revenues Trend Analysis~~17

Revenues increased during third quarter 2020 as compared with third quarter 2019. The changes in revenues by reportable segment were as follows:

Gathering Systems Gathering Systems revenues increased by $18.6 million during third quarter 2020 as compared with third quarter 2019 due to the following:

•an increase of $27.3 million in crude oil sales due to increased activity associated with the fulfillment of our transportation commitments, which was partially offset by decreased commodity prices during 2020;

partially offset by;

•a decrease of $7.8 million in crude oil, natural gas and produced water gathering services revenues driven by decreased throughput on our gathering systems resulting from temporary well shut-ins by our customers in the DJ and Delaware Basins.

Fresh Water Delivery Fresh Water Delivery revenues decreased by $12.9 million during third quarter 2020 as compared with third quarter 2019 due to minimal fresh water deliveries in the DJ Basin resulting from reduced well completion activity by Noble.

Revenues increased during the first nine months of 2020 as compared with the first nine months of 2019. The changes in revenues by reportable segment were as follows:

Gathering Systems Gathering Systems revenues increased by $69.6 million during the first nine months of 2020 as compared with the first nine months of 2019 due to the following:

•an increase of $54.2 million in crude oil sales due to increased activity associated with the fulfillment of our transportation commitments, which was partially offset by decreased commodity prices during 2020;

•an increase of $12.4 million in crude oil and natural gas and produced water gathering services revenues driven by an increase in throughput volumes in the Delaware Basin resulting from an increase in the number of wells connected to our gathering systems;

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~~•an~~Revenues ~~increase~~Trend of $10.7 million in crude oil and natural gas gathering services revenues driven by an increase in throughput volumes resulting from an increase in the number of wells connected to our gathering systems in the Mustang IDP area;Analysis

~~partially~~Revenues ~~offset~~increased during first quarter 2021 as compared with first quarter 2020. The changes in revenues by; reportable segment were as follows:

•Gathering Systems Gathering Systems revenues increased by $60.8 million during first quarter 2021 as compared with first quarter 2020. Crude oil sales increased by $77.9 million due to increased activity associated with the fulfillment of our transportation commitments. The increase was partially offset by a decrease of $621.50 million in crude oil, natural gas and produced water gathering services revenues driven by decreased throughput on our gathering systems resulting from ~~temporary~~minimal ~~well~~affiliate ~~shut-ins~~and bydecreased ~~our~~third ~~customers~~party inwell ~~the~~connects ~~Wells~~after ~~Ranch~~first ~~IDP~~quarter ~~area~~2020.

Fresh Water Delivery Fresh Water Delivery revenues decreased by $256.35 million during ~~the~~ first ~~nine~~quarter ~~months~~2021 ~~of 2020~~ as compared with ~~the~~ first ~~nine~~quarter ~~months~~2020 ~~of 2019~~ due to ~~decreased~~minimal fresh water deliveries in ~~2020 in~~ the DJ Basin resulting from reduced well completion activity by our customers.

Costs and Expenses

Costs and expenses were as follows:

(in thousands)	~~2020~~2021		~~2019~~2020		Increase (Decrease) from Prior Year
Three Months Ended September 30,
Three Months Ended March 31,
Cost of Crude Oil Sales	$	72153,~~089~~104	$	4679,~~240~~859	5692	%
Direct Operating	1925,~~654~~988		2526,~~688~~850		(233)	%
Depreciation and Amortization	26,~~443~~874		2425,~~571~~931		84	%
General and Administrative	69,~~244~~027		45,~~373~~486		4365	%
Other Operating Expense (Income)	864		(469)		N/M
Goodwill Impairment	—		109,734		N/M
Total Operating Expenses	$	125,294	$	100,403	25	%
Other Operating (Income) Expense	(15)		1,286		N/M
Nine Months Ended September 30,
Total Operating Expenses	$	214,978	$	249,146	(14)	%
Cost of Crude Oil Sales	$	181,052	$	125,216	45	%
Direct Operating	66,543		88,996		(25)	%
Depreciation and Amortization	78,728		71,585		10	%
General and Administrative	18,176		13,905		31	%
Goodwill Impairment	109,734		—		N/M
Other Operating Expense (Income)	4,726		(488)		N/M
Total Operating Expenses	$	458,959	$	299,214	53	%

N/M Amount is not meaningful

Costs and Expenses Trend Analysis

Cost of Crude Oil Sales Cost of crude oil sales is recorded within our Gathering Systems reportable segment. Cost of crude oil sales increased during ~~third~~first quarter ~~2020~~2021 as compared with ~~third~~first quarter ~~2019 and during the first nine months of~~ 2020 ~~as compared with the first nine months of 2019~~. The increase was primarily attributable to increased purchases of crude oil to meet our crude oil transportation commitments.

Direct Operating Direct operating expense decreased during ~~third~~first quarter ~~2020~~2021 as compared with ~~third~~first quarter ~~2019 and during the first nine months of~~ 2020 ~~as compared with the first nine months of 2019~~. The changes in direct operating expense by reportable segment were as follows:

Gathering Systems Gathering Systems direct operating expense ~~decreased~~increased $21.62 million during ~~third~~first quarter ~~2020~~2021 as compared with ~~third~~first quarter ~~2019 and $11.1 million during the first nine months of~~ 2020 ~~as compared with the first nine months of 2019~~. The ~~decreases~~increase in direct operating expense ~~are~~is primarily attributable to ~~our~~an ~~ability~~increase toin ~~capture~~transportation ~~cost~~expenses ~~efficiencies~~and aswas ~~well~~partially asoffset ~~defer~~by ~~non-essential~~a ~~program~~decrease ~~work~~in ~~due~~repairs toand ~~COVID-19~~maintenance work performed.

Fresh Water Delivery Fresh Water Delivery direct operating expense decreased $32.~~7 million during third quarter 2020 as compared with third quarter 2019 and $12.~~2 million during ~~the~~ first ~~nine~~quarter ~~months~~2021 ~~of 2020~~ as compared with ~~the~~ first ~~nine~~quarter ~~months of 2019~~2020. The decrease is primarily due to the decreased use of third-party providers for water logistics services in the DJ Basin resulting from reduced well completion activity by our customers.

26Depreciation and Amortization Depreciation and amortization expense slightly increased during first quarter 2021 as compared with first quarter 2020. The increases in depreciation and amortization expenses by reportable segment were as follows:

Gathering Systems Gathering Systems depreciation and amortization expense increased $0.9 million during first quarter 2021 as compared with first quarter 2020. The increase was due to assets placed in service after March 31, 2020 and were primarily associated with the continued infrastructure development in the Mustang IDP area, Wells Ranch IDP area, the Black Diamond dedication area, and the Delaware Basin.

Fresh Water Delivery Fresh Water Delivery depreciation and amortization expense remained consistent during first quarter 2021 as compared with first quarter 2020. Fresh Water Delivery depreciation and amortization expense has remained consistent, as our fresh water delivery infrastructure was substantially complete prior to 2020.

General and Administrative Expense General and administrative expense is recorded within our Corporate reportable segment and increased during first quarter 2021 as compared with first quarter 2020. The increase was primarily attributable to

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~~Depreciation~~transaction ~~and~~expenses ~~Amortization Depreciation~~associated ~~and~~with ~~amortization~~the ~~expense~~NBLX ~~increased~~Merger ~~during~~as ~~third~~well ~~quarter 2020~~ as ~~compared~~the ~~with~~increase ~~third~~in ~~quarter 2019 and during~~ the ~~first~~fixed ~~nine~~annual ~~months~~fee ofpayable ~~2020~~under asour ~~compared~~omnibus agreement with ~~the~~Noble, ~~first~~which ~~nine~~became ~~months~~effective ofMarch ~~2019~~1, 2021. ~~The~~See ~~increases~~Item in1. ~~depreciation~~Financial ~~and~~Statements ~~amortization~~– ~~expenses~~Note by3. Transactions ~~reportable~~with ~~segment~~Affiliates. ~~were as follows:~~

~~Gathering~~Goodwill ~~Systems~~Impairment ~~Gathering~~During ~~Systems~~first ~~depreciation and amortization expense increased $1.8 million during third~~ quarter 2020, aswe ~~compared~~fully ~~with~~impaired ~~third~~our ~~quarter~~goodwill. ~~2019~~See ~~and~~Item $61.8 ~~million~~Financial ~~during~~Statements ~~the~~– ~~first~~Note ~~nine months of 2020 as compared with the first nine months of 2019~~2. Basis ~~The increase was due to assets placed in service after September 30, 2019 and were primarily associated with the Mustang gathering system, expansion~~ of ~~the Delaware Basin infrastructure, and the continued development of the Black Diamond assets~~Presentation.

Fresh Water Delivery Fresh Water Delivery depreciation and amortization expense remained consistent during third quarter 2020 as compared with third quarter 2019 and during the first nine months of 2020 as compared with the first nine months of 2019. Fresh Water Delivery depreciation and amortization expense has remained consistent, as our fresh water delivery infrastructure was substantially complete prior to 2019.

General and Administrative Expense General and administrative expense is recorded within our Corporate reportable segment and increased during third quarter 2020 as compared with third quarter 2019 and during the first nine months of 2020 as compared with the first nine months of 2019. The increase was primarily attributable to the increase in the fixed annual fee payable under our omnibus agreement with Noble which became effective March 1, 2020. See Item 1. Financial Statements – Note 3. Transactions with Affiliates.

Goodwill Impairment During first quarter 2020, we fully impaired our goodwill. See Item 1. Financial Statements – Note 2. Basis of Presentation and Management's Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview and Operating Outlook.

Other Operating Expense Other operating expense during 2020 is primarily related to impairments and losses incurred associated with the sale of miscellaneous assets.

Other Expense (Income) Trend Analysis

(in thousands)	~~2020~~2021		~~2019~~2020		Increase (Decrease) From Prior Year
Three Months Ended September 30,
Three Months Ended March 31,
Other Expense (Income)
Interest Expense	$	6,~~571~~505	$	811,~~814~~860	(2545)	%
Capitalized Interest	(~~134~~137)		(45,~~862~~003)		(97)	%
Interest Expense, Net	6,~~437~~368		36,~~952~~857		63(7)	%
Investment Loss, Net	1819,~~068~~422		5,~~621~~409		~~221~~259	%
Other Non-Operating Income	(1,336)		—		N/M
Total Other Expense, Net	$	25,790	$	12,266	110	%
Total Other Expense, Net	$	23,169	$	9,573	142	%
Nine Months Ended September 30,
Other Expense (Income)
Interest Expense	$	25,239	$	23,704	6	%
Capitalized Interest	(5,312)		(12,202)		(56)	%
Interest Expense, Net	19,927		11,502		73	%
Investment Loss, Net	26,207		5,028		421	%
Other Non-Operating Income	—		—		N/M
Total Other Expense, Net	$	46,134	$	16,530	179	%

~~N/M~~Interest ~~Amount~~Expense, Net Interest expense is ~~not~~recorded ~~meaningful~~within our Corporate reportable segment. Interest expense represents interest incurred in connection with our revolving credit facility and term loan credit facilities. Our interest expense includes interest on outstanding balances on the facilities and commitment fees on the undrawn portion of our revolving credit facility as well as the non-cash amortization of origination fees. A portion of the interest expense is capitalized based upon our construction-in-progress activity as well as our investments in equity method investees engaged in construction activities during the year. See Item 1. Financial Statements – Note 4. Property, Plant and Equipment for our Construction-in-Progress balances as of March 31, 2021 and December 31, 2020 and Item 1. Financial Statements – Note 6. Investments.

Interest ~~Expense, Net Interest~~ expense isdecreased ~~recorded within our Corporate reportable segment~~$5.4 ~~Interest~~million ~~expense~~during ~~represents~~first ~~interest~~quarter ~~incurred~~2021 inas ~~connection~~compared with ~~our~~first ~~revolving~~quarter ~~credit~~2020. ~~facility~~The ~~and~~decrease ~~term~~in ~~loan credit facilities. Our~~ interest expense ~~includes~~is ~~interest~~attributable onto ~~outstanding~~a ~~balances~~decrease onin ~~the facilities and commitment fees on the undrawn portion of~~ our ~~revolving~~outstanding ~~credit~~debt ~~facility~~balance as well as ~~the~~lower ~~non-cash amortization of origination fees. A portion of the~~ interest ~~expense is capitalized based upon our construction-in-progress activity as well as our investments in equity method investees engaged in construction activities during the year~~rates. See Item 1. Financial Statements – Note 4. Property, Plant and Equipment for our Construction-in-Progress balances as of September 30, 2020 and December 31, 2019 and see Item 1. Financial Statements – Note 6. Investments.

27Capitalized interest decreased $4.9 million during first quarter 2021 as compared with first quarter 2020. The decrease is primarily attributable to capitalized interest associated with our capital contributions to Delaware Crossing, EPIC Y-Grade and EPIC Crude. As the aforementioned investments commenced planned, principal operations in the second quarter of 2020, we no longer capitalize interest associated with our capital contributions.

~~Table~~Investment ofLoss, ~~Contents~~Net Investment loss is recorded within our Investments in Midstream Entities reportable segment and increased $14.0 million during first quarter 2021 as compared with first quarter 2020. Our investment loss, net is driven by increased losses from the EPIC Y-Grade and EPIC Crude investments. The losses are primarily attributable to increased expenses at the investment level. The losses were partially offset by increased earnings from our investment in Saddlehorn.

Interest expense decreased $2.2 million during third quarter 2020 as compared with third quarter 2019. The decrease in interest expense is attributable to higher interest rates during third quarter 2019 and was partially offset by higher outstanding long-term debt balances during the third quarter 2020.

Interest expense increased $1.5 million during the first nine months of 2020 as compared with the first nine months of 2019. The increase is primarily attributable to the increased outstanding long-term debt balance in 2020 as compared to the first nine months of 2019 and was partially offset by higher interest rates during the first nine months of 2019.

Capitalized interest decreased $4.7 million during third quarter 2020 as compared with third quarter 2019 and $6.9 million during the first nine months of 2020 as compared with the first nine months of 2019. The decreases are primarily attributable to capitalized interest associated with our capital contributions to Delaware Crossing, EPIC Y-Grade and EPIC Crude. As the aforementioned investments have commenced planned, principal operations, we no longer capitalize interest associated with our capital contributions.

Investment Loss, Net Investment loss is recorded within our Investments in Midstream Entities reportable segment and increased $12.4 million during third quarter 2020 as compared with third quarter 2019. Our investment loss, net is driven by increased losses from the EPIC Y-Grade and EPIC Crude investments. The losses are primarily attributable to expenses incurred prior to service commencement and the gradual ramp of throughput volumes. The losses were partially offset by earnings from our investment in Saddlehorn.

Investment loss, net increased $21.2 million during the first nine months of 2020 as compared with the first nine months of 2019 driven by increased losses from the EPIC Y-Grade and EPIC Crude investments and is primarily attributable to expenses incurred prior to service commencement. The losses were partially offset by earnings from our investment in Saddlehorn.

Other Non-Operating Income Other non-operating income during third quarter 2020 includes the reversal of the previously recognized $1.3 million allowance recorded in second quarter 2020 relating to the expected credit losses related to the loan to EPIC Y-Grade. This balance is recorded within our Corporate reportable segment. See Item 1. Financial Statements – Note 2. Basis of Presentation.

Adjusted EBITDA (Non-GAAP Financial Measure)

Adjusted EBITDA should not be considered an alternative to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income or net cash, and these measures may vary from those of other companies. As a result, our Adjusted EBITDA may not be comparable to similar measures of other companies in our industry. For a reconciliation of Adjusted EBITDA to its most comparable measures calculated and presented in accordance with GAAP, see — Reconciliation of Non-GAAP Financial Measures, below.

We define “Adjusted EBITDA” as net income before income taxes, net interest expense, depreciation and amortization and certain other items that we do not view as indicative of our ongoing performance. Additionally, Adjusted EBITDA reflects the adjusted earnings impact of our equity method investments by adjusting our equity earnings or losses from our equity method investments to reflect our proportionate share of the EBITDA of such equity method investments.

Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:

•our operating performance as compared 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 unitholders;

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•our ability to incur and service debt and fund capital expenditures; and

•the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

We believe that the presentation of Adjusted EBITDA provides information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA are net income and net cash provided by operating activities. Adjusted EBITDA 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.

Distributable Cash Flow (Non-GAAP Financial Measure)

Distributable cash flow should not be considered an alternative to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Distributable cash flow excludes some, but not all, items that affect net income or net cash provided by operating activities, and these measures may vary from those of other companies. As a result, our distributable cash flow may not be comparable to similar measures of other companies in our industry. For a reconciliation of distributable cash flow to its most comparable measures calculated and presented in accordance with GAAP, see — Reconciliation of Non-GAAP Financial Measures, below.

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companies in our industry. For a reconciliation of distributable cash flow to its most comparable measures calculated and presented in accordance with GAAP, see — Reconciliation of Non-GAAP Financial Measures, below.

We define distributable cash flow as Adjusted EBITDA plus distributions received from our equity method investments less our proportionate share of Adjusted EBITDA from such equity method investments, estimated maintenance capital expenditures and cash interest paid.

Distributable cash flow does not reflect changes in working capital balances. Our partnership agreement requires us to distribute all available cash on a quarterly basis, and distributable cash flow is one of the factors used by the Board of Directors of our General Partner to help determine the amount of cash that is available to our unitholders for a given period. Therefore, we believe distributable cash flow provides information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to distributable cash flow are net income and net cash provided by operating activities. Distributable cash flow 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.

Reconciliation of Non-GAAP Financial Measures

The following tables present reconciliations of Adjusted EBITDA and distributable cash flow from net income and net cash provided by operating activities, the most directly comparable GAAP financial measures, for each of the periods indicated.

~~Reconciliation of Net Income to Adjusted EBITDA and Distributable Cash Flow~~20

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2020		2019		2020		2019
Reconciliation from Net Income
Net Income	$	38,736	$	70,519	$	52,080	$	194,073
Add:
Depreciation and Amortization	26,443		24,571		78,728		71,585
Interest Expense, Net of Amount Capitalized	6,437		3,952		19,927		11,502
Proportionate Share of Equity Method Investment EBITDA Adjustments	33,133		3,257		56,582		9,830
Goodwill Impairment	—		—		109,734		—
Other	364		656		5,543		3,776
Adjusted EBITDA	105,113		102,955		322,594		290,766
Less:
Adjusted EBITDA Prior to Drop-Down and Simplification	—		8,944		—		25,259
Adjusted EBITDA Subsequent to Drop-Down and Simplification	105,113		94,011		322,594		265,507
Less:
Adjusted EBITDA Attributable to Noncontrolling Interests	9,002		34,507		24,520		87,531
Adjusted EBITDA Attributable to Noble Midstream Partners LP	96,111		59,504		298,074		177,976
Add:
Distributions from Equity Method Investments Attributable to Noble Midstream Partners LP	6,624		1,711		20,314		8,655
Less:
Proportionate Share of Equity Method Investment EBITDA Attributable to Noble Midstream Partners LP	10,619		(3,518)		18,496		972
Cash Interest Paid	6,195		8,662		24,836		23,211
Maintenance Capital Expenditures	7,128		5,789		22,862		17,559
Distributable Cash Flow of Noble Midstream Partners LP	$	78,793	$	50,282	$	252,194	$	144,889

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Reconciliation of Net Income to Adjusted EBITDA and Distributable Cash Flow


	Three Months Ended March 31,
(in thousands)		2021		2020
Reconciliation from Net Income
Net Income		$	37,559	$	(37,516)
Add:
Depreciation and Amortization		26,874		25,931
Interest Expense, Net of Amount Capitalized		6,368		6,857


Proportionate Share of Equity Method Investment EBITDA Adjustments		35,033		8,912
Goodwill Impairment		—		109,734
Other		2,814		846
Adjusted EBITDA		108,648		114,764
Less:
Adjusted EBITDA Attributable to Noncontrolling Interests		11,742		7,553
Adjusted EBITDA Attributable to Noble Midstream Partners LP		96,906		107,211
Add:
Distributions from Equity Method Investments Attributable to Noble Midstream Partners LP		5,937		6,414
Less:
Proportionate Share of Equity Method Investment EBITDA Attributable to Noble Midstream Partners LP		11,033		10
Cash Interest Paid		6,127		11,549
Maintenance Capital Expenditures		6,950		8,346
Distributable Cash Flow of Noble Midstream Partners LP		$	78,733	$	93,720

Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA and Distributable Cash Flow

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

~~2020~~

~~2019~~

~~2020~~2021

~~2019~~2020

Reconciliation from Net Cash Provided by Operating Activities

Net Cash Provided by Operating Activities

~~71,959~~

~~101,617~~

~~291~~95,~~410~~701

~~290~~118,~~562~~383

Add:

Interest Expense, Net of Amount Capitalized

~~6,437~~

~~3,952~~

196,~~927~~368

116,~~502~~857

Changes in Operating Assets and Liabilities

~~21,965~~

~~2,655~~

13(1,~~327~~045)

(32,~~207~~896)

Equity Method Investment EBITDA Adjustments

~~4,874~~

~~(5,229)~~

~~(772)~~5,651

(76,~~683~~281)

Other

~~(122)~~

~~(40)~~

(1,~~298)~~973

(~~408~~1,299)

Adjusted EBITDA

~~105,113~~

~~102,955~~

~~322~~108,~~594~~648

~~290~~114,~~766~~764

Less:

Adjusted EBITDA Prior to Drop-Down and Simplification

—

8,944

—

25,259

Adjusted EBITDA Attributable to Noncontrolling Interests

11,742

7,553

Adjusted EBITDA Subsequent to Drop-Down and Simplification

105,113

94,011

322,594

265,507

Adjusted EBITDA Attributable to Noble Midstream Partners LP

96,906

107,211

Less:

Adjusted EBITDA Attributable to Noncontrolling Interests

9,002

34,507

24,520

87,531

Adjusted EBITDA Attributable to Noble Midstream Partners LP

96,111

59,504

298,074

177,976

Add:

Distributions from Equity Method Investments Attributable to Noble Midstream Partners LP

~~6,624~~

~~1,711~~

205,~~314~~937

86,~~655~~414

Less:

Proportionate Share of Equity Method Investment EBITDA Attributable to Noble Midstream Partners LP

~~10,619~~

~~(3,518)~~

1811,~~496~~033

~~972~~10

Cash Interest Paid

~~6,195~~

~~8,662~~

246,~~836~~127

2311,~~211~~549

Maintenance Capital Expenditures

~~7,128~~

~~5,789~~

226,~~862~~950

178,~~559~~346

Distributable Cash Flow of Noble Midstream Partners LP

~~78,793~~

~~50,282~~

~~252~~78,~~194~~733

~~144~~93,~~889~~720

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LIQUIDITY AND CAPITAL RESOURCES

Recent events, as further described in Management’s Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview and Operating Outlook, have significantly impacted our financing strategy. We have taken actions to defer certain development projects to reflect updated producer forecasts in the DJ and Delaware Basins and reduce our quarterly distribution in order to preserve our financial liquidity.

Our capital structure and financing strategy are designed to provide sufficient liquidity to meet our working capital requirements, capital expenditure requirements and to make quarterly cash distributions. In the current commodity price and economic environment, the duration of which could be prolonged, we have reduced our capital expenditure guidance to reflect updated producer forecasts in the DJ and Delaware Basins. Additionally, we have reduced our quarterly distribution to preserve cash and support the balance sheet. We expect these actions to strengthen our financial position and flexibility.

Our liquidity could also be impacted by counterparty credit risk. We closely monitor the credit worthiness of third-party counterparties with whom we do business. When considered necessary, we obtain letters of credit or other credit enhancements to mitigate risks associated with certain counterparties.

We expect our ongoing sources of liquidity to include cash generated from operations, distributions from our investments and borrowings under our revolving credit facility and may seek to opportunistically access the capital markets from time to time through debt or equity offerings. We do not have any commitment from Noble or our General Partner or any of their respective affiliates to fund our cash flow deficits or provide other direct or indirect financial assistance to us. Our partnership agreement requires that we distribute all of our available cash to our unitholders.

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Available Liquidity

Information regarding liquidity was as follows:

(in thousands)	~~September~~March 3031, ~~2020~~2021		December 31, ~~2019~~2020
Cash, Cash Equivalents, and Restricted Cash (1)	$	1723,~~403~~180	$	1216,~~726~~332
Amount Available to be Borrowed Under Our Revolving Credit Facility (2)	~~405~~490,000		~~555~~440,000
Available Liquidity	$	~~422~~513,~~403~~180	$	~~567~~456,~~726~~332

(1)See Item 1. Financial Statements – Note 2. Basis of Presentation.

(2)See Item 1. Financial Statements – Note 5. Debt.

Revolving Credit Facility and Term Loan Credit Facilities

During the first ~~nine~~three months of ~~2020~~2021, we ~~borrowed~~repaid a net $~~150~~50 million under our revolving credit facility. ~~Proceeds from our revolving credit facility were utilized to fund portions of our capital and investment programs as well as for working capital purposes.~~ As of ~~September~~March 3031, ~~2020~~2021, $~~745~~660 million isand $900 million were outstanding under our revolving credit facility and term loan credit facilities, respectively. See Item 1. Financial Statements – Note 5. Debt.

Cash Flows

The following table summarizes our total cash provided by (used in) operating, investing and financing activities:

	Nine Months Ended September 30,
	Three Months Ended March 31,
(in thousands)	~~2020~~2021		~~2019~~2020
Operating Activities	$	~~291~~95,~~410~~701	$	~~290~~118,~~562~~383
Investing Activities	(~~400~~17,~~330~~538)		(~~693~~278,~~739~~464)
Financing Activities	~~113~~(71,~~597~~315)		~~405~~165,~~346~~011
Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash	$	4,677	$	2,169
Increase in Cash, Cash Equivalents, and Restricted Cash	$	6,848	$	4,930

Operating Activities Net cash provided by operating activities ~~slightly~~decreased ~~increased~~ during the first ~~nine~~three months of ~~2020~~2021 as compared with the first ~~nine~~three months of ~~2019~~2020. The ~~increase~~decrease is primarily due to decreased ~~direct~~revenues ~~operating expenses due to cost efficiencies and increased cash distributions~~ from ~~equity~~midstream ~~method~~services investees, primarily from our new investment in Saddlehorn. The increase was substantially offset by COVID-19 related customer activity reductions, increased general and administrative costs related to the increase in the fixed annual fee payable under our omnibus agreement and increased interest expense related to our increased debt balance during ~~2020 as compared to the~~ first ~~nine~~quarter ~~months of 2019~~2021.

Investing Activities Cash used in investing activities decreased during the first ~~nine~~three months of ~~2020~~2021 as compared with the first ~~nine~~three months of ~~2019~~2020. The decrease is primarily due to ~~decreased~~the ~~capital~~Saddlehorn ~~contributions~~acquisition toduring ~~our~~first ~~equity~~quarter ~~method~~2020, ~~investments~~followed asby ~~well as~~ decreased capital expenditures induring ~~2020.~~first ~~Our~~quarter ~~decreased capital contributions to Delaware Crossing, EPIC Crude and EPIC Y-Grade were partially offset by our capital contribution to Saddlehorn~~2021.

Financing Activities ~~Cash~~During ~~provided by financing activities decreased during~~ the first ~~nine~~three months of ~~2020~~2021, ascash ~~compared~~used ~~with~~in ~~the~~financing ~~first~~activities ~~nine months of 2019. The decrease is~~ primarily ~~due~~resulted ~~to the proceeds~~ from the ~~term~~net ~~loan~~$50 ~~credit~~million ~~facility~~repayment ~~issued~~on inour ~~third~~revolving ~~quarter~~credit ~~2019~~facility. ~~and~~During ~~proceeds from~~ the ~~preferred~~first ~~equity~~three ~~issuance~~months inof ~~first~~2020, ~~quarter~~cash ~~2019.~~provided ~~The~~by ~~decrease~~financing ~~was~~activities ~~partially~~primarily ~~offset~~resulted byfrom ~~increased~~the net ~~long-term~~$155 ~~debt~~million ~~borrowings~~borrowing ~~under~~on ~~the~~our revolving credit facility, contributions received from noncontrolling interest and ~~increased~~distributions ~~contributions~~paid ~~from~~to ~~Black~~our ~~Diamond~~unitholders.

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Capital Requirements

Capital Expenditures and Other Investing Activities

The midstream energy business is capital intensive, requiring the maintenance of existing gathering systems and other midstream assets and facilities and the acquisition or construction and development of new gathering systems and other midstream assets and facilities. Capital expenditures and other investing activities (on an accrual basis) were as follows:

	Nine Months Ended September 30,
	Three Months Ended March 31,
(in thousands)		~~2020~~2021		~~2019~~2020
Gathering System Expenditures		$	6110,~~672~~270	$	~~191~~47,~~697~~619
Fresh Water Delivery System Expenditures		—		6,040
Other		179		109
Other		351		810
Total Capital Expenditures (1)		$	10,449	$	47,728
Total Capital Expenditures (1)		$	62,023	$	198,547
Additions to Investments (1) (2)		$	9,098	$	225,599
Additions to Investments (1) (2) (3)		$	294,281	$	501,344

(1)Total capital expenditures and additions to investments represent the consolidated expenditures of the Partnership and include the portion of expenditures funded by noncontrolling interest owners.

(2)Additions to investments include capitalized interest of approximately $4.~~6 million and $8.~~5 million for the ~~nine~~three months ended ~~September~~March 3031, 2020 ~~and 2019, respectively~~.

~~(3)Additions~~For ~~to investments for~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021, ~~include~~ our ~~$22.5~~gathering ~~million~~system ~~loan~~expenditures towere ~~EPIC~~primarily ~~Y-Grade.~~associated ~~During~~with ~~July 2020,~~ the ~~loan~~expansion ~~plus~~of ~~accrued~~gathering ~~interest~~infrastructure ~~was~~in ~~converted~~the toGreeley ~~equity~~Crescent IDP ~~and~~area, ~~treated~~well asconnections ain ~~capital~~the ~~contribution~~Black toDiamond ~~EPIC~~dedication ~~Y-Grade.~~area Atand the ~~time~~expansion of ~~conversion,~~gathering ~~the~~infrastructure ~~loan~~in ~~plus~~the ~~accrued~~Delaware ~~interest totaled $23~~Basin.~~4 million. See Item 1. Financial Statements – Note 2. Basis of Presentation.~~

For the ~~nine~~three months ended ~~September~~March 3031, 2020, our gathering system expenditures were primarily associated with the expansion of gathering infrastructure in the Wells Ranch and Mustang IDP areas, well connections in the Black Diamond dedication area and the expansion of gathering infrastructure in the Delaware Basin.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2019~~2021, ~~our~~additions ~~gathering~~to ~~system~~investments ~~expenditures~~ were primarily ~~associated~~related ~~with~~to ~~well~~our ~~connections~~capital incontributions ~~the~~to ~~Mustang~~EPIC ~~IDP~~Y-Grade ~~area,~~and ~~Black~~EPIC ~~Diamond~~Propane. ~~dedication~~For ~~area~~the ~~and~~three ~~the~~months ~~Delaware~~ended ~~Basin~~March as31, ~~well~~2020, asadditions ~~expansion~~to ofinvestments ~~the~~were ~~Mustang~~primarily ~~gathering~~related ~~system.~~to ~~Fresh~~our ~~water~~capital ~~delivery~~contributions ~~system~~to ~~expenditures~~Saddlehorn ~~were~~as ~~primarily~~well ~~associated~~as ~~with~~our ~~the~~other ~~expansion~~equity ofmethod ~~the~~investments. ~~Greeley~~See ~~Crescent~~Item ~~fresh~~1. ~~water~~Financial ~~delivery~~Statements ~~system~~– Note 6. Investments.

For the nine months ended September 30, 2020, additions to investments were primarily related to our capital contributions to Saddlehorn as well as our other equity method investments. See Item 1. Financial Statements – Note 6. Investments. For the nine months ended September 30, 2019, additions to investments were primarily related to our capital contributions to Delaware Crossing, EPIC Y-Grade and EPIC Crude.

Cash Distributions

Our partnership agreement requires that we distribute all of our available cash quarterly. Quarterly distributions, if any, will be made within 45 days after the end of each calendar quarter to holders of record on the applicable record date. On October 20, 2020, the Board of Directors of our General Partner approved a quarterly distribution of $0.1875 per unit. The distribution will be paid on November 13, 2020, to unitholders of record as of November 6, 2020.

Under the terms of the NBLX Merger Agreement, at the closing, all of the publicly held Common Units representing limited partner interests in the Partnership will convert into the right to receive newly issued shares of Chevron common stock. As a result, Partnership unitholders are not expected to receive a quarterly distribution from the Partnership for the quarter ended March 31, 2021, and instead, unitholders are expected to receive a quarterly dividend, payable June 10, 2021, from Chevron for the quarter ended March 31, 2021, provided that such unitholders continue to hold the shares of Chevron common stock received in the NBLX Merger on May 19, 2021, the record date for the Chevron quarterly dividend.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

We currently generate a substantial portion of our revenues pursuant to fee-based commercial agreements under which we are paid based on the volumes of crude oil, natural gas and produced water that we gather and handle and fresh water services we provide, rather than the underlying value of the commodity.

We have indirect exposure to commodity price risk in that persistently low commodity prices may cause our customers and other potential customers to delay drilling or shut-in production, which would reduce the volumes available for gathering and processing by our infrastructure assets. If our customers delay drilling or completion activity, or temporarily shut-in production due to persistently low commodity prices or for any other reason, we are not assured a certain amount of revenue as our commercial agreements do not contain minimum volume commitments. Because of the natural decline in production from existing wells, our success, in part, depends on our ability to maintain or increase hydrocarbon and water throughput volumes on our midstream systems, which depends on our customers’ level of drilling and completion activity on our dedicated acreage. AsRecent ~~further~~supply ~~described~~and indemand dynamics resulting from the COVID-19 pandemic have also impacted commodity prices. See Management’s Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview and Operating Outlook~~, the commodity price environment could remain depressed based on decreased demand, over-~~.

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supply and economic recessions occurring around the globe. We cannot predict whether or when commodity prices and economic activities will return to prior levels.

We may acquire or develop additional midstream assets in a manner that increases our exposure to commodity price risk. Future exposure to the volatility of crude oil and natural gas prices could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to make cash distributions to our unitholders.

Interest Rate Risk

Our primary exposure to interest rate risk results from outstanding borrowings under our revolving credit facility and term loan credit facilities, which have variable interest rates. As of ~~September~~March 3031, ~~2020~~2021, $~~745~~660 million and $900 million were outstanding under our revolving credit facility and term loan credit facilities, respectively. A 1.0% increase in our interest rates would have resulted in an estimated $124.50 million increase in interest expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021. As a result, our results of operations, cash flows and financial condition and, as a further result, our ability to make cash distributions to our unitholders, could be adversely affected by significant increases in interest rates.

Credit Risk

We derive a substantial portion of our revenue from assets that serve acreage previously dedicated to us from Noble and we expect to derive a substantial portion of our revenue from these assets for the foreseeable future. As a result, events in these areas of operations, including those negatively affecting the production and/or drilling schedules of our customers, may adversely affect our revenues and cash available for distribution.

Additionally, we are subject to the risk of non-payment or non-performance by our customers, including with respect to our commercial agreements, most of which do not contain minimum volume commitments. Furthermore, we cannot predict the extent to which our customers’ businesses would be impacted if conditions in the energy industry were to deteriorate nor can we estimate the impact such conditions would have on our customers’ ability to execute their drilling and development plans on our dedicated acreage or to perform under our commercial agreements. Any material non-payment or non-performance by our customers under our commercial agreements would have a significant adverse impact on our business, financial condition, results of operations and cash flows and could therefore materially adversely affect our ability to make cash distributions to our unitholders.

Seasonality

Demand for crude oil and natural gas generally decreases during the spring and fall months and increases during the summer and winter months. However, seasonal anomalies such as mild winters or mild summers sometimes lessen this fluctuation. In addition, certain crude oil and natural gas users utilize natural gas storage facilities and purchase some of their anticipated winter requirements during the summer. This can also lessen seasonal demand fluctuations. These seasonal anomalies can increase demand for crude oil and natural gas during the summer and winter months and decrease demand for crude oil and natural gas during the spring and fall months. With respect to our completed midstream systems, we do not expect seasonal conditions to have a material impact on our throughput volumes. Severe or prolonged winters may, however, impact our ability to complete additional well connections or construction projects, which may impact the rate of our growth. In addition, severe winter weather may also impact or slow the ability of our customers to execute their drilling and development plans.

~~Disclosure Regarding Forward-Looking Statements~~24

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are predictive in nature, depend upon or refer to future events or conditions or include the words “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “on schedule,” “strategy” and other similar expressions that are predictions of or indicate future events and trends and that do not relate to historical matters. Our forward-looking statements may include statements about our business strategy, our industry, our future profitability, our expected capital expenditures and the impact of such expenditures on our performance, the costs of being a publicly traded partnership and our capital programs. In addition, our forward-looking statements address the various risks and uncertainties associated with the extraordinary market environment and impacts resulting from the COVID-19 pandemic and the actions of foreign oil producers (most notably Saudi Arabia and Russia) to maintain market share and impact commodity pricing and the expected impact on our business, operations, earnings and results.

Forward-looking statements are not guarantees of future performance and are based on certain assumptions and bases, and subject to certain risks, uncertainties and other factors, many of which are beyond our control and difficult to predict, and not all of which can be disclosed in advance. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement

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ofDisclosure ~~all~~Regarding ~~potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward~~Forward-~~looking~~Looking ~~statements include:~~Statements

~~•the~~This ~~adverse~~Quarterly ~~impact~~Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements within the meaning of the ~~COVID~~federal securities laws. Forward-19looking ~~pandemic~~statements are predictive in nature, depend upon or refer to future events or conditions or include words such as “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “on schedule,” “strategy” and other similar expressions that are predictions of or indicate future events and trends and that do not relate to historical matters. Our forward-looking statements may include statements about our business strategy, ~~financial~~our ~~condition~~industry, our future profitability, our expected capital expenditures and ~~results~~the impact of ~~operations~~such expenditures on our performance, the costs of being a publicly traded partnership and our capital programs. In addition, our forward-looking statements address the ~~markets~~various risks and ~~communities~~uncertainties inassociated ~~which~~with wethe ~~operate;~~extraordinary market environment and impacts resulting from the COVID-19 pandemic and the actions of foreign oil producers (most notably Saudi Arabia and Russia) to maintain market share and impact commodity pricing and the expected impact on our business, results of operations, and earnings.

~~•the~~Forward-looking ~~decline~~statements inare ~~global~~not ~~crude~~guarantees ~~oil~~of ~~demand~~future performance and ~~crude~~are ~~oil~~based ~~prices~~on ~~for~~certain anassumptions ~~uncertain~~and ~~period~~bases, ofand ~~time~~subject ~~that~~to ~~correspondingly~~certain ~~may~~risks, ~~lead~~uncertainties toand aother ~~significant~~factors, ~~reduction~~many of ~~domestic~~which ~~crude~~are ~~oil~~beyond our control and ~~natural~~difficult ~~gas~~to ~~production~~predict, and not all of which can be disclosed in ~~turn~~advance. ~~could~~We ~~result~~believe inthat ~~significant~~we ~~declines~~have inchosen ~~the~~these ~~actual~~assumptions or ~~expected~~bases ~~volumes~~in ~~transported~~good ~~through~~faith ~~our~~and ~~pipelines~~that ~~and/~~they are reasonable. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors. While you should not consider the ~~reduction~~following list to be a complete statement of ~~commercial~~all ~~opportunities~~potential risks and uncertainties, some of the factors that ~~might~~could ~~otherwise~~cause beour ~~available~~actual results to ~~us;~~differ materially from the results contemplated by such forward-looking statements include:

•~~uncertainty regarding~~ the ~~future~~timing ~~actions of foreign oil producers such as Saudi Arabia~~ and ~~Russia and~~ the ~~risk~~completion ~~that~~of ~~they take actions that will prolong or exacerbate~~ the ~~over-supply~~NBLX ~~of crude oil~~Merger;

•uncertainty regarding the timing, pace and extent of an economic recovery in the U.S. and elsewhere, which in turn will likely affect demand for crude oil and natural gas and therefore the demand for the midstream services we provide and the commercial opportunities available to us;

•the effect of an overhang of significant amounts of crude oil and natural gas inventory stored in the U.S. and elsewhere and the impact that such inventory overhang ultimately has on the timing of a return to market conditions that support increased drilling and production activities in the U.S.;

•the ability of our customers to meet their drilling and development plans;

•changes in general economic conditions;

•competitive conditions in our industry;

•actions taken by third-party operators, gatherers, processors and transporters;

•the demand for crude oil gathering, natural gas gathering and processing, produced water gathering ~~and processing services~~, crude oil treating and fresh water services;

•our ability to successfully implement our business plan;

•our ability to complete internal growth projects on time and on budget;

•the price and availability of debt and equity financing;

•the availability and price of crude oil and natural gas to the consumer compared to the price of alternative and competing fuels;

•competition from the same and alternative energy sources;

•energy efficiency and technology trends;

•operating hazards and other risks incidental to our midstream services;

•natural disasters, weather-related delays, casualty losses and other matters beyond our control;

•interest rates;

•labor relations;

•defaults by ~~or bankruptcy of~~ our customers under our gathering and processing agreements;

•our inability to perform our obligations under our contracts, whether due to non-performance by third parties, including our customers or other counterparties, market constraints, third-party constraints, legal constraints (including governmental orders or guidance), or other factors;

•changes in availability and cost of capital;

•changes in our tax status;

•the effect of existing and future laws and government regulations, including federal, state, and local laws and state-approved voter ballot initiatives, including those laws or ballot initiatives that limit producers’ hydraulic-fracturing activities or other oil and natural gas development or operations;

•the effects of future litigation;

•interruption of the Partnership'’s operations due to social, civil or political events or unrest;

•terrorist attacks or cyber threats;

•any future acquisitions or dispositions of assets or the delay or failure of any such transaction to close; and

•the impact of future accounting standards and statements, and related interpretations; and

•certain factors discussed elsewhere in this Form 10-Q.

You should not place undue reliance on our forward-looking statements. Although forward-looking statements reflect our good faith beliefs at the time they are made, forward-looking statements involve known and unknown risks, uncertainties and other factors ~~which~~that may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law. You should consider carefully the statements under Part I. Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020, and in ~~our~~this ~~quarterly reports on~~ Form 10-Q for the ~~quarters~~quarter ended March 31, ~~2020 and June 30~~2021, ~~2020, respectively and this Form 10-Q,~~ which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements. Our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 ~~and~~is ~~quarterly reports on Form 10-Q are~~ available on our website at www.nblmidstream.com.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on the evaluation of our disclosure controls and procedures by our principal executive officer and our principal financial officer, as of the end of the period covered by this ~~quarterly~~Form ~~report~~10-Q, each of them has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

Information regarding legal proceedings is set forth in Part I. Financial Information, Item 1. Financial Statements — Note 10. Commitments and Contingencies of this Form 10-Q, which is incorporated by reference into this Part II. Item 1.

Item 1A. Risk Factors

There have been no material changes, ~~other than disclosed below,~~ from the risk factors disclosed inunder ~~Item~~“Risks ~~1A.~~Related ~~Risk~~to ~~Factors~~the ofMerger” ~~our~~included ~~Annual~~in ~~Report~~the Partnership’s Information Statement on ~~Form~~Schedule ~~10-K~~14C ~~for~~filed with the ~~year~~SEC ~~ended~~on ~~December 31~~April 13, ~~2019~~2021, incorporated herein by reference, and in Part I. Item 1A. Risk Factors of our ~~quarterly~~Annual ~~reports~~Report on Form 10-QK for the ~~quarters~~year ended ~~March~~ December 31, 2020 ~~and June 30, 2020, respectively~~.

~~Following the closing of the Chevron Merger, Chevron owns and controls our General Partner. Chevron’s ownership of our General Partner may result in conflicts of interest.~~26

Following the completion of the Chevron Merger, the directors and officers of our General Partner and its affiliates have duties to manage our General Partner in a manner that is beneficial to Chevron, who is the indirect owner of our General Partner. At the same time, our General Partner has duties to manage us in a manner that is beneficial to our unitholders. Therefore, our General Partner’s duties to us may conflict with the duties of its officers and directors to Chevron. As a result of these conflicts of interest, our General Partner may favor its own interest or the interests of Chevron or its owners or affiliates over the interest of our unitholders.

Furthermore, we derive a substantial portion of our revenue from Noble legacy assets. Now that the Chevron Merger has been completed, our future prospects will depend upon Chevron’s growth strategy, midstream operational philosophy, and drilling program, including the level of drilling and completion activity by Chevron on acreage previously dedicated to us by Noble. Additional conflicts may also arise in the future following the Chevron Merger associated with (1) the allocation of capital and the allocation of operational and administrative costs between Chevron and us, (2) the amount of time devoted by the officers and directors of Chevron to its business in relation to us, and (3) future business opportunities that are pursued by Chevron and us.

We may not generate sufficient distributable cash flow to enable us to make quarterly distributions to our unitholders at our current distribution rate.

We may not generate sufficient distributable cash flow to enable us to make quarterly distributions at our current distribution rate. For example, in response to the unprecedented impact on our business from the significant decline in commodity prices and the COVID-19 outbreak, on March 25, 2020, the Board of Directors of our General Partner approved a 73% reduction of the quarterly distribution to $0.1875 per unit for the first quarter 2020. We maintained the reduced quarterly distribution for second and third quarter 2020.

The amount of cash we can distribute on our units principally depends upon the amount of cash we generate from our operations, which will fluctuate from quarter to quarter based on, among other things:

•the volumes of natural gas we gather or process, 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;

•continued volatility of 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;

•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;

•the levels of our operating expenses, maintenance expenses and general and administrative expenses;

•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;

•the rates we charge third parties for our midstream services;

•prevailing economic conditions; and

•adverse weather conditions.

In addition, the actual amount of distributable cash flow that we generate will also depend on other factors, some of which are beyond our control, including:

•global or national health pandemics, epidemics or concerns, such as the recent COVID-19 outbreak, which has reduced and may further reduce demand for oil and natural gas and related products due to reduced global or national economic activity;

•limited production cuts and freezes implemented by OPEC members and other large oil producers such as Russia;

•the level and timing of our capital expenditures;

•our debt service requirements and other liabilities;

•our ability to borrow under our debt agreements to fund our capital expenditures and operating expenditures and to pay distributions;

•fluctuations in our working capital needs;

•restrictions on distributions contained in any of our debt agreements;

•the cost of acquisitions, if any;

•the fees and expenses of our General Partner and its affiliates that we are required to reimburse;

•the amount of cash reserves established by our General Partner; and

•other business risks affecting our cash levels.

Because of the natural decline in production from existing wells, our success, in part, depends on our ability to maintain or increase hydrocarbon throughput volumes on our midstream systems, which depends on our customers’ levels of development and completion activity on our dedicated acreage.

The level of crude oil and natural gas volumes handled by our midstream systems depends on the level of production from crude oil and natural gas wells dedicated to our midstream systems, which may be less than expected and which will naturally decline over time. In order to maintain or increase throughput levels on our midstream systems, we must obtain production from wells completed by customers on acreage dedicated to our midstream systems or execute agreements with other third parties in our areas of operation.

Factors that significantly affect our customers’ levels of development and completion activity on our dedicated acreage include: prices of crude oil and natural gas; the level of supply and demand for crude oil and natural gas worldwide; and governmental regulations, including the policies of governments regarding the exploration for and production and development of their crude oil and natural gas reserves. The recent significant supply and demand imbalances for crude oil and natural gas, coupled with the ongoing impacts of the COVID-19 pandemic, have contributed to sustained and weakened commodity prices.

The duration of the business disruption and related financial impact from COVID-19 and current commodity price environment cannot be reasonably estimated at this time. If the current environment continues for an extended period of time, it could materially adversely affect the demand for our services and our ability to operate our business in the manner and on the timelines previously planned.

In our areas of operations, we have no control over producers’ levels of development and completion activity, the amount of reserves associated with wells connected to our systems or the rate at which production from a well declines, and we have no control over producers’ exploration and development decisions, which may also be affected by the following, among other things:

•the availability and cost of capital;

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•limited production cuts and freezes implemented by OPEC members and other large oil producers such as Russia;

•increased volatility of prevailing and projected crude oil, natural gas and NGL prices;

•demand for crude oil, natural gas and NGLs, which has recently been significantly depressed due to global economic conditions;

•levels of reserves;

•geologic considerations;

•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;

•increased levels of taxation related to the exploration and production of crude oil, natural gas and NGLs in our areas of operation;

•environmental or other governmental regulations, including prorationing, the availability of permits, the regulation of hydraulic fracturing, including those laws or ballot initiatives that limit producers’ hydraulic-fracturing activities or other oil and natural gas development or operations, and a governmental determination that multiple facilities are to be treated as a single source for air permitting purposes; and

•the costs of producing crude oil, natural gas and NGLs and the availability and costs of drilling rigs and other equipment.

Due to these and other factors, even if reserves are known to exist in areas served by our midstream assets, producers, including Chevron, may choose not to develop those reserves. If producers choose not to develop their reserves, or they choose to slow their development rate, in our areas of operation, utilization of our midstream systems will be below anticipated levels. Our inability to provide increased services resulting from reductions in development activity, coupled with the natural decline in production from our current dedicated acreage, would result in our inability to maintain the then-current levels of utilization of our midstream assets, which could materially adversely affect our business, financial condition, results of operations, cash flows and ability to make cash distributions.

Our exposure to commodity price risk may change over time and we cannot guarantee our customers will be able to abide by the terms of any existing agreements or that we will be able to secure similar terms in future agreements for our midstream services with our customers.

We currently generate the majority of our revenues pursuant to fee-based agreements under which we are paid based on volumes handled, rather than the underlying value of the commodity. Consequently, our existing operations and cash flows have little direct exposure to commodity price risk. However, our customers are exposed to commodity price risk, and extended reduction in commodity prices could reduce the production volumes available for our midstream services in the future below expected levels.

Historically, crude oil, natural gas and NGL prices have been volatile and subject to wide fluctuations. For example, recent significant decline in crude oil prices has largely been attributable to the recent actions of Saudi Arabia and Russia, which have resulted in a substantial decrease in crude oil and natural gas prices, and the global outbreak of COVID-19, which has reduced demand for crude oil and natural gas because of significantly reduced global and national economic activity. We cannot predict whether or when commodity prices and economic activities will return to normalized levels. Although we intend to maintain fee-based pricing terms on both new contracts and existing contracts for which prices have not yet been set, our efforts to negotiate such terms may not be successful, which could have a materially adverse effect on our business.

Events outside of our control, including a pandemic, epidemic or outbreak of an infectious disease, such as the recent global outbreak of COVID-19 and economic recessions occurring around the globe, could have a material adverse impact on our financial position, results of operations and cash flows.

The U.S. and other world economies are experiencing recessions due to the global outbreak of COVID-19, which began late in 2019. In March 2020, OPEC and non-OPEC producers failed to agree to production cuts, causing a significant drop in crude oil prices. Subsequently, in April 2020, certain of these producers agreed to long-term production cuts. While these production cuts could rebalance the market in the long-term, in the short-term, we do not believe they will be large enough to offset the sharp decrease in demand caused by COVID-19. These factors collectively have contributed to unprecedented negative global economic impacts, including a significant drop in hydrocarbon product demand, which could extend into 2021 and beyond.

Recessions would likely extend the time for the current oil markets to absorb excess supplies and rebalance inventory resulting in decreased demand for our midstream services for a number of future quarters. Our profitability will likely be significantly affected by this decreased demand and could lead to material impairments of our long-lived assets, intangible assets and equity method investments. Additionally, these factors could lead to further reductions in our distributions to unitholders or may cause us to fall out of compliance with the covenants in our revolving credit facility and term loans. The global outbreak of

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COVID-19 and impact of lower commodity prices could lead to disruptions in our supply network, including, among other things, storage and pipeline constraints brought on by overproduction and decreased demand from refiners.

Our future access to capital, as well as that of our partners and contractors, could be limited due to tightening capital markets that could delay or inhibit our capital projects.

The outbreak of COVID-19 could potentially further impact our workforce. The infection of key personnel, or the infection of a significant amount of our workforce, could have a material adverse impact on our business, financial condition and results of operations.

Much of our workforce is working remotely until the risks of COVID-19 are reduced. Additionally, in response to reduced development and activity levels stemming from the commodity price environment, a number of our employees were placed on furlough or part-time work programs. A remote workforce combined with workforce reduction programs could introduce risks to achieving business objectives and/or the ability to maintain our controls and procedures. For example, the technology required for the transition to remote work increases our vulnerability to cybersecurity threats, including threats of unauthorized access to sensitive information or to render data or systems unusable, the impact of which may have material adverse effects on our business and operations. See “Item 1A. Risk Factors-Risks Related to Our Business – A cyber incident could result in information theft, data corruption, operational disruption and/or financial loss” in our Annual Report on Form 10-K for the year ended December 31, 2019.

The impacts of COVID-19 and the significant drop in commodity prices has had an unprecedented impact on the global economy and our business. We are unable to predict all potential impacts to our business, the severity of such impacts or the duration.

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Item 6. Exhibit

Exhibit Number						Exhibit
2.1+						~~Contribution,~~Agreement ~~Conveyance, Assumption~~ and ~~Simplification~~Plan ~~Agreement~~of Merger, dated ~~November~~as 14of March 4, ~~2019~~2021, by and among ~~the~~Chevron ~~Registrant~~Corporation, ~~Noble~~Cadmium ~~Midstream~~Holdings ~~GP LLC~~Inc., ~~Noble~~Cadmium ~~Midstream~~Merger ~~Services,~~Sub LLC, ~~NBL~~Noble Midstream, ~~LLC,~~Partners ~~NBL Midstream Holdings LLC~~LP, ~~Blanco River DevCo GP LLC, Green River DevCo GP LLC~~ and ~~San~~Noble ~~Juan~~Midstream ~~River DevCo~~ GP LLC (filed as Exhibit 2.1 to the Registrant’'s Current Report on Form 8-K (Date of Event: ~~November~~March 144, ~~2019~~2021) filed ~~November~~March 155, ~~2019~~2021 and incorporated herein by reference).
3.1						Certificate of Limited Partnership of the Registrant (filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed October 22, 2015 and incorporated herein by reference).
3.2						Amendment to the Certificate of Limited Partnership of the Registrant (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed October 22, 2015 and incorporated herein by reference).
3.3						Amendment to the Certificate of Limited Partnership of the Registrant (filed as Exhibit 3.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed November 6, 2015 and incorporated herein by reference).
3.4						Second Amended and Restated Agreement of Limited Partnership of Noble Midstream Partners LP (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (Date of Event: November 14, 2019) filed November 15, 2019 and incorporated herein by reference).
3.5						Certificate of Formation of Noble Midstream GP LLC (filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed October 22, 2015 and incorporated herein by reference).
3.6						Amendment to Certificate of Formation of Noble Midstream GP LLC (filed as Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-207560) filed October 22, 2015 and incorporated herein by reference).
3.7						First Amended and Restated Limited Liability Company Agreement of Noble Midstream GP LLC (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (Date of Event: September 14, 2016) filed September 20, 2016 and incorporated herein by reference).
4.1						Registration Rights Agreement, dated November 21, 2019, by and among the Registrant and the Purchasers named therein (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (Date of Event: November 21, 2019) filed November 22, 2019 and incorporated herein by reference).
10.1*						Midstream Fee Relief Agreement dated effective as of July 1, 2020, by and among the Registrant, Noble Energy Inc. and Noble Midstream Services, LLC, filed herewith.
10.2*						Upstream Activity Acceleration Agreement dated effective as of August 27, 2020, by and among the Registrant, Noble Energy Inc. and Noble Midstream Services, LLC, filed herewith.
10.3**						Offer Letter, dated as of September 25, 2020, between Chevron Corporation and Robin H. Fielder, filed herewith.
31.1						Certification of the Company’s Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241), filed herewith.
31.2						Certification of the Company’s Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 7241), filed herewith.
32.1						Certification of the Company’s Chief Executive Officer Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), furnished herewith.
32.2						Certification of the Company’s Chief Financial Officer Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), furnished herewith.
101						The following materials from Noble Midstream Partners LP’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2020~~2021 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive Income; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Changes in Equity; and (v) Notes to Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

+ Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.

* Confidential portions of this exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K and will be will be furnished to the Securities and Exchange Commission upon request.27

** Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Noble Midstream Partners LP

By: Noble Midstream GP LLC, its General Partner

Date

~~November~~May 24, ~~2020~~2021

By: /s/ Thomas W. Christensen

Thomas W. Christensen Chief Financial Officer and Chief Accounting Officer

Thomas W. Christensen Senior Vice President, Chief Financial Officer and Chief Accounting Officer

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Filing Compare · Noble Midstream Partners LP