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Delaware
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72-1252419
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(State or jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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þ
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Adjusted EBITDA.
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Net income from continuing operations before interest expense, income tax expense, depreciation and amortization expense and certain other items management believes affect the comparability of operating results.
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ArcLight.
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ArcLight Capital Partners, LLC, a Delaware limited liability company, its affiliated entities ArcLight Energy Partners Fund V, L.P., ArcLight Energy Partners Fund IV, L.P., Bronco Midstream Partners, L.P., Bronco Midstream Infrastructure LLC and Enogex Holdings LLC, and their respective general partners and subsidiaries.
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ASU.
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Accounting Standards Update.
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Barrel.
|
42 U.S. gallons of petroleum products.
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Bbl.
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Barrel.
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Bcf/d.
|
Billion cubic feet per day.
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Btu.
|
British thermal unit. When used in terms of volume, Btu refers to the amount of natural gas required to raise the temperature of one pound of water by one degree Fahrenheit at one atmospheric pressure.
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CenterPoint Energy.
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CenterPoint Energy, Inc., a Texas corporation, and its subsidiaries, other than Enable Midstream Partners, LP.
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Condensate.
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A natural gas liquid with a low vapor pressure, mainly composed of propane, butane, pentane and heavier hydrocarbon fractions.
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EGT.
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Enable Gas Transmission, LLC, a wholly owned subsidiary of the Partnership that operates a 5,987-mile interstate pipeline that provides natural gas transportation and storage services to customers principally in the Anadarko, Arkoma and Ark-La-Tex basins in Oklahoma, Texas, Arkansas, Louisiana and Kansas.
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Enable GP.
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Enable GP, LLC, a Delaware limited liability company and the general partner of Enable Midstream Partners, LP.
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Enable Midstream Services.
|
Enable Midstream Services, LLC, a wholly owned subsidiary of Enable Midstream Partners, LP.
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Enable Oklahoma.
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Enable Oklahoma Intrastate Transmission, LLC, formerly Enogex LLC, a wholly owned subsidiary of the Partnership that operates a 2,242-mile intrastate pipeline that provides natural gas transportation and storage services to customers in Oklahoma.
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Enogex.
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Enogex LLC, a Delaware limited liability company.
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Exchange Act.
|
Securities Exchange Act of 1934, as amended.
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FASB.
|
Financial Accounting Standards Board.
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FERC.
|
Federal Energy Regulatory Commission.
|
Fractionation.
|
The separation of the heterogeneous mixture of extracted NGLs into individual components for end-use sale.
|
GAAP.
|
Generally accepted accounting principles in the United States.
|
Gas imbalance.
|
The difference between the actual amounts of natural gas delivered from or received by a pipeline, as compared to the amounts scheduled to be delivered or received.
|
Gross margin.
|
Total revenues minus cost of goods sold, excluding depreciation and amortization.
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LIBOR.
|
London Interbank Offered Rate.
|
MBbl/d.
|
Thousand barrels per day.
|
MFA.
|
Master Formation Agreement dated March 14, 2013.
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MRT.
|
Enable Mississippi River Transmission, LLC, a wholly owned subsidiary of the Partnership that operates a 1,663-mile interstate pipeline that provides natural gas transportation and storage services principally in Texas, Arkansas, Louisiana, Missouri and Illinois.
|
NGLs.
|
Natural gas liquids, which are the hydrocarbon liquids contained within natural gas including condensate.
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NYMEX.
|
New York Mercantile Exchange.
|
Offering.
|
Initial public offering of Enable Midstream Partners, LP.
|
OGE Energy.
|
OGE Energy Corp., an Oklahoma corporation, and its subsidiaries, other than Enable Midstream Partners, LP.
|
Partnership.
|
Enable Midstream Partners, LP.
|
•
|
changes in general economic conditions;
|
•
|
competitive conditions in our industry;
|
•
|
actions taken by our customers and competitors;
|
•
|
the demand for natural gas, NGLs, crude oil and midstream 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;
|
•
|
operating hazards and other risks incidental to transporting, storing and gathering natural gas, NGLs, crude oil and midstream products;
|
•
|
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
|
•
|
interest rates;
|
•
|
labor relations;
|
•
|
large customer defaults;
|
•
|
changes in the availability and cost of capital;
|
•
|
changes in tax status;
|
•
|
the effects of existing and future laws and governmental regulations;
|
•
|
changes in insurance markets impacting costs and the level and types of coverage available;
|
•
|
the timing and extent of changes in commodity prices;
|
•
|
the suspension, reduction or termination of our customers’ obligations under our commercial agreements;
|
•
|
disruptions due to equipment interruption or failure at our facilities, or third-party facilities on which our business is dependent;
|
•
|
the effects of future litigation; and
|
•
|
other factors set forth in this report and our other filings with the SEC, including the Prospectus.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions, except per unit data)
|
||||||||||||||
Revenues (including revenues from affiliates (Note 11))
|
$
|
803
|
|
|
$
|
792
|
|
|
$
|
2,632
|
|
|
$
|
1,665
|
|
Cost of Goods Sold, excluding depreciation and amortization (including expenses from affiliates (Note 11))
|
439
|
|
|
459
|
|
|
1,550
|
|
|
827
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Operation and maintenance (including expenses from affiliates (Note 11))
|
128
|
|
|
124
|
|
|
383
|
|
|
302
|
|
||||
Depreciation and amortization
|
69
|
|
|
67
|
|
|
205
|
|
|
148
|
|
||||
Impairment
|
1
|
|
|
12
|
|
|
1
|
|
|
12
|
|
||||
Taxes other than income taxes
|
14
|
|
|
15
|
|
|
41
|
|
|
37
|
|
||||
Total Operating Expenses
|
212
|
|
|
218
|
|
|
630
|
|
|
499
|
|
||||
Operating Income
|
152
|
|
|
115
|
|
|
452
|
|
|
339
|
|
||||
Other Income (Expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense (including expenses from affiliates (Note 11))
|
(20
|
)
|
|
(13
|
)
|
|
(50
|
)
|
|
(53
|
)
|
||||
Equity in earnings of equity method affiliates
|
5
|
|
|
3
|
|
|
12
|
|
|
12
|
|
||||
Interest income—affiliated companies
|
—
|
|
|
1
|
|
|
—
|
|
|
9
|
|
||||
Other, net
|
3
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Total Other Income (Expense)
|
(12
|
)
|
|
(9
|
)
|
|
(40
|
)
|
|
(32
|
)
|
||||
Income Before Income Taxes
|
140
|
|
|
106
|
|
|
412
|
|
|
307
|
|
||||
Income tax expense (benefit)
|
1
|
|
|
1
|
|
|
2
|
|
|
(1,195
|
)
|
||||
Net Income
|
$
|
139
|
|
|
$
|
105
|
|
|
$
|
410
|
|
|
$
|
1,502
|
|
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Net Income attributable to Enable Midstream Partners, LP
|
$
|
139
|
|
|
$
|
104
|
|
|
$
|
408
|
|
|
$
|
1,500
|
|
Limited partners' interest in net income attributable to Enable Midstream Partners, LP (Note 4)
|
$
|
139
|
|
|
104
|
|
|
$
|
408
|
|
|
174
|
|
||
Basic and diluted earnings per common limited partner unit (Note 4)
|
$
|
0.33
|
|
|
$
|
0.27
|
|
|
$
|
1.00
|
|
|
$
|
0.45
|
|
Basic and diluted earnings per subordinated limited partner unit (Note 4)
|
$
|
0.33
|
|
|
$
|
—
|
|
|
$
|
0.98
|
|
|
$
|
—
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions)
|
||||||||||||||
Net income
|
$
|
139
|
|
|
$
|
105
|
|
|
$
|
410
|
|
|
$
|
1,502
|
|
Comprehensive income
|
139
|
|
|
105
|
|
|
410
|
|
|
1,502
|
|
||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Comprehensive income attributable to Enable Midstream Partners, LP
|
$
|
139
|
|
|
$
|
104
|
|
|
$
|
408
|
|
|
$
|
1,500
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
|
(In millions)
|
||||||
Current Assets:
|
|
||||||
Cash and cash equivalents
|
$
|
18
|
|
|
$
|
108
|
|
Accounts receivable
|
318
|
|
|
306
|
|
||
Accounts receivable—affiliated companies
|
28
|
|
|
28
|
|
||
Inventory
|
65
|
|
|
83
|
|
||
Gas imbalances
|
35
|
|
|
10
|
|
||
Other current assets
|
56
|
|
|
14
|
|
||
Total current assets
|
520
|
|
|
549
|
|
||
Property, Plant and Equipment:
|
|
|
|
||||
Property, plant and equipment
|
10,163
|
|
|
9,655
|
|
||
Less accumulated depreciation and amortization
|
819
|
|
|
665
|
|
||
Property, plant and equipment, net
|
9,344
|
|
|
8,990
|
|
||
Other Assets:
|
|
|
|
||||
Intangible assets, net
|
363
|
|
|
383
|
|
||
Goodwill
|
1,068
|
|
|
1,068
|
|
||
Investment in equity method affiliates
|
349
|
|
|
198
|
|
||
Other
|
48
|
|
|
44
|
|
||
Total other assets
|
1,828
|
|
|
1,693
|
|
||
Total Assets
|
$
|
11,692
|
|
|
$
|
11,232
|
|
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
266
|
|
|
$
|
400
|
|
Accounts payable—affiliated companies
|
35
|
|
|
40
|
|
||
Current portion of long-term debt
|
—
|
|
|
204
|
|
||
Notes payable—commercial paper
|
95
|
|
|
—
|
|
||
Taxes accrued
|
47
|
|
|
20
|
|
||
Gas imbalances
|
11
|
|
|
13
|
|
||
Other
|
65
|
|
|
43
|
|
||
Total current liabilities
|
519
|
|
|
720
|
|
||
Other Liabilities:
|
|
|
|
||||
Accumulated deferred income taxes, net
|
8
|
|
|
8
|
|
||
Notes payable—affiliated companies
|
363
|
|
|
363
|
|
||
Regulatory liabilities
|
16
|
|
|
16
|
|
||
Other
|
31
|
|
|
28
|
|
||
Total other liabilities
|
418
|
|
|
415
|
|
||
Long-Term Debt
|
1,929
|
|
|
1,916
|
|
||
Commitments and Contingencies (Note 12)
|
|
|
|
||||
Partners’ Capital:
|
|
|
|
||||
Enable Midstream Partners, LP Partners’ Capital
|
8,794
|
|
|
8,148
|
|
||
Noncontrolling interest
|
32
|
|
|
33
|
|
||
Total Partners’ Capital
|
8,826
|
|
|
8,181
|
|
||
Total Liabilities and Partners’ Capital
|
$
|
11,692
|
|
|
$
|
11,232
|
|
|
Nine Months Ended
September 30, |
||||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Cash Flows from Operating Activities:
|
|
||||||
Net income
|
$
|
410
|
|
|
$
|
1,502
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
205
|
|
|
148
|
|
||
Deferred income taxes
|
(1
|
)
|
|
(1,197
|
)
|
||
Impairments
|
1
|
|
|
12
|
|
||
Gain on sale/retirement of assets
|
4
|
|
|
2
|
|
||
Equity in earnings of equity method affiliates, net of distributions
|
—
|
|
|
8
|
|
||
Equity based compensation
|
9
|
|
|
—
|
|
||
Amortization of debt costs and discount (premium)
|
(1
|
)
|
|
—
|
|
||
Changes in other assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(11
|
)
|
|
(37
|
)
|
||
Accounts receivable—affiliated companies
|
—
|
|
|
(2
|
)
|
||
Inventory
|
6
|
|
|
(9
|
)
|
||
Gas imbalance assets
|
(25
|
)
|
|
—
|
|
||
Income taxes receivable
|
—
|
|
|
20
|
|
||
Other current assets
|
(2
|
)
|
|
20
|
|
||
Other assets
|
10
|
|
|
(7
|
)
|
||
Accounts payable
|
(91
|
)
|
|
3
|
|
||
Accounts payable—affiliated companies
|
(5
|
)
|
|
7
|
|
||
Gas imbalance liabilities
|
(1
|
)
|
|
(6
|
)
|
||
Other current liabilities
|
50
|
|
|
11
|
|
||
Other liabilities
|
3
|
|
|
(3
|
)
|
||
Net cash provided by operating activities
|
561
|
|
|
472
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(586
|
)
|
|
(366
|
)
|
||
Decrease in notes receivable—affiliated companies
|
—
|
|
|
434
|
|
||
Return of investment in equity method affiliates
|
198
|
|
|
—
|
|
||
Investment in equity method affiliates
|
(187
|
)
|
|
—
|
|
||
Other, net
|
2
|
|
|
(5
|
)
|
||
Net cash provided by (used in) investing activities
|
(573
|
)
|
|
63
|
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Repayment of long term debt
|
(1,500
|
)
|
|
—
|
|
||
Proceeds from long term debt, net of issuance costs
|
1,635
|
|
|
1,046
|
|
||
Proceeds from revolving credit facility
|
115
|
|
|
590
|
|
||
Repayment of revolving credit facility
|
(487
|
)
|
|
(447
|
)
|
||
Increase in notes payable—commercial paper
|
95
|
|
|
—
|
|
||
Decrease of notes payable—affiliated companies
|
—
|
|
|
(1,542
|
)
|
||
Repayment of advance with affiliated companies
|
—
|
|
|
(139
|
)
|
||
Capital contributions from partners
|
464
|
|
|
43
|
|
||
Distributions to partners
|
(400
|
)
|
|
(62
|
)
|
||
Net cash provided by (used in) financing activities
|
(78
|
)
|
|
(511
|
)
|
||
Net Increase in Cash and Cash Equivalents
|
(90
|
)
|
|
24
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
108
|
|
|
—
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
18
|
|
|
$
|
24
|
|
|
Nine Months Ended
September 30, |
||||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Cash Payments:
|
|
|
|
||||
Interest, net of capitalized interest
|
$
|
53
|
|
|
$
|
52
|
|
Income taxes (refunds), net
|
1
|
|
|
(9
|
)
|
||
Non-cash transactions:
|
|
|
|
||||
Accounts payable related to capital expenditures
|
4
|
|
|
41
|
|
||
Issuance of common units upon interest acquisition of SESH (Note 7)
|
161
|
|
|
—
|
|
||
Acquisition of Enogex (Note 3)
|
—
|
|
|
3,788
|
|
|
Partners’
Capital
|
|
Parent Net
Investment |
|
Accumulated
Other
Comprehensive
Loss
|
|
Total Enable
Midstream
Partners, LP
Partners’
Capital
|
|
Noncontrolling
Interest
|
|
Total
Partners’
Capital
|
|||||||||||||||
|
Units
|
|
Value
|
|
Value
|
|
Value
|
|
Value
|
|
Value
|
|
Value
|
|||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||
Balance as of December 31, 2012
|
—
|
|
|
$
|
—
|
|
|
$
|
3,221
|
|
|
$
|
(6
|
)
|
|
$
|
3,215
|
|
|
$
|
6
|
|
|
$
|
3,221
|
|
Net income
|
—
|
|
|
—
|
|
|
1,326
|
|
|
—
|
|
|
1,326
|
|
|
—
|
|
|
1,326
|
|
||||||
Contributions from (Distributions to) CenterPoint Energy prior to formation (Note 5)
|
—
|
|
|
—
|
|
|
(295
|
)
|
|
6
|
|
|
(289
|
)
|
|
—
|
|
|
(289
|
)
|
||||||
Balance as of April 30, 2013
|
—
|
|
|
—
|
|
|
4,252
|
|
|
—
|
|
|
4,252
|
|
|
6
|
|
|
4,258
|
|
||||||
Conversion to a limited partnership
|
227
|
|
|
4,252
|
|
|
(4,252
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of units upon acquisition of Enogex on May 1, 2013
|
163
|
|
|
3,788
|
|
|
—
|
|
|
—
|
|
|
3,788
|
|
|
26
|
|
|
3,814
|
|
||||||
Net income
|
—
|
|
|
174
|
|
|
—
|
|
|
—
|
|
|
174
|
|
|
2
|
|
|
176
|
|
||||||
Distributions to partners
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
(62
|
)
|
||||||
Balance as of September 30, 2013
|
390
|
|
|
$
|
8,152
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,152
|
|
|
$
|
34
|
|
|
$
|
8,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2013
|
390
|
|
|
$
|
8,148
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,148
|
|
|
$
|
33
|
|
|
$
|
8,181
|
|
Net income
|
—
|
|
|
408
|
|
|
—
|
|
|
—
|
|
|
408
|
|
|
2
|
|
|
410
|
|
||||||
Issuance of IPO common units
|
25
|
|
|
464
|
|
|
—
|
|
|
—
|
|
|
464
|
|
|
—
|
|
|
464
|
|
||||||
Issuance of common units upon interest acquisition of SESH
|
6
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
161
|
|
|
—
|
|
|
161
|
|
||||||
Distributions to partners
|
—
|
|
|
(397
|
)
|
|
—
|
|
|
—
|
|
|
(397
|
)
|
|
(3
|
)
|
|
(400
|
)
|
||||||
Equity based compensation
|
1
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
$
|
—
|
|
|
10
|
|
|||||
Balance as of September 30, 2014
|
422
|
|
|
$
|
8,794
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,794
|
|
|
$
|
32
|
|
|
$
|
8,826
|
|
|
Amounts Recognized as of May 1, 2013
|
||
|
(In millions)
|
||
Assets
|
|
||
Current Assets
|
$
|
192
|
|
Property, plant and equipment
|
3,919
|
|
|
Goodwill
|
439
|
|
|
Other intangible assets
|
401
|
|
|
Other assets
|
21
|
|
|
Total assets
|
$
|
4,972
|
|
|
|
||
Liabilities
|
|
||
Current liabilities
|
$
|
393
|
|
Long-term debt
|
745
|
|
|
Other liabilities
|
20
|
|
|
Total liabilities
|
1,158
|
|
|
Less: Noncontrolling interest at fair value
|
26
|
|
|
Fair value of consideration transferred
|
$
|
3,788
|
|
Revenues
|
$
|
861
|
|
Operating income
|
63
|
|
|
Net income
|
54
|
|
|
Net income attributable to Enable Midstream Partners, LP
|
52
|
|
|
Nine Months Ended
September 30, 2013 |
||
|
(In millions)
|
||
Pro forma results of operations:
|
|
||
Pro forma revenues
|
$
|
2,296
|
|
Pro forma operating income
|
356
|
|
|
Pro forma net income
|
1,522
|
|
|
Pro forma net income attributable to Enable Midstream Partners, LP
|
1,520
|
|
•
|
Include the historical results of Enogex beginning on January 1, 2013;
|
•
|
Include incremental depreciation and amortization incurred on the step-up of Enogex’s assets;
|
•
|
Include adjustments to revenue and cost of sales to reflect Enogex purchase price adjustments for the recurring impact of certain loss contracts and deferred revenues; and
|
•
|
Include a reduction to interest expense for recognition of a premium on Enogex’s fixed rate senior notes.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions, except per unit data)
|
||||||||||||||
Net income attributable to Enable Midstream Partners, LP
|
$
|
139
|
|
|
$
|
104
|
|
|
$
|
408
|
|
|
$
|
174
|
|
Less general partner interest in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Limited partner interest in net income attributable to Enable Midstream Partners, LP
|
$
|
139
|
|
|
$
|
104
|
|
|
$
|
408
|
|
|
$
|
174
|
|
Net income allocable to common units
|
$
|
71
|
|
|
$
|
104
|
|
|
$
|
282
|
|
|
$
|
174
|
|
Net income allocable to subordinated units
|
68
|
|
|
—
|
|
|
126
|
|
|
—
|
|
||||
Limited partner interest in net income attributable to Enable Midstream Partners, LP
|
$
|
139
|
|
|
$
|
104
|
|
|
$
|
408
|
|
|
$
|
174
|
|
Basic and diluted weighted average number of outstanding limited partner units
|
|
|
|
|
|
|
|
||||||||
Common units
|
214
|
|
|
390
|
|
|
281
|
|
|
390
|
|
||||
Subordinated units
|
208
|
|
|
—
|
|
|
128
|
|
|
—
|
|
||||
Total
|
422
|
|
|
390
|
|
|
409
|
|
|
390
|
|
||||
Basic and diluted earnings per limited partner unit
|
|
|
|
|
|
|
|
||||||||
Common units
|
$
|
0.33
|
|
|
$
|
0.27
|
|
|
$
|
1.00
|
|
|
$
|
0.45
|
|
Subordinated units
|
$
|
0.33
|
|
|
$
|
—
|
|
|
$
|
0.98
|
|
|
$
|
—
|
|
|
Amounts retained prior to May 1, 2013
|
||
|
(In millions)
|
||
Contributions from (Distributions to) CenterPoint Energy
|
|
||
Cash
|
$
|
40
|
|
Pension and postretirement plans
|
22
|
|
|
Deferred financing cost
|
6
|
|
|
Investment in 25.05% of SESH (see Note 7)
|
(197
|
)
|
|
Increase in Notes payable-affiliated companies
|
(143
|
)
|
|
Decrease in Notes receivable-affiliated companies
|
(45
|
)
|
|
Income tax obligations, net
|
28
|
|
|
Net distributions to CenterPoint Energy prior to formation
|
$
|
(289
|
)
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Per Unit Distribution
|
|
Total Cash Distribution
|
||||
June 30, 2014
(1)
|
|
August 4, 2014
|
|
August 14, 2014
|
|
$
|
0.2464
|
|
|
$
|
104
|
|
September 30, 2014
(2)
|
|
November 4, 2014
|
|
November 14, 2014
|
|
0.3025
|
|
|
128
|
|
(1)
|
The quarterly distribution for three months ended June 30, 2014 was prorated for the period beginning immediately after the closing of the Partnership's Offering, April 16, 2014 through June 30, 2014.
|
(2)
|
The board of directors of Enable GP declared this
$0.3025
per common unit cash distribution on
October 24, 2014
, to be paid on
November 14, 2014
, to unitholders of record at the close of business on
November 4, 2014
.
|
|
(In millions)
|
||
Balance as of December 31, 2013
|
$
|
198
|
|
Interest acquisition of SESH
|
161
|
|
|
Return of investment from SESH refinancing
|
(198
|
)
|
|
Additional investment in SESH
|
187
|
|
|
Equity in earnings of equity method affiliate
|
12
|
|
|
Contributions to equity method affiliate
|
2
|
|
|
Distributions from equity method affiliate
|
(13
|
)
|
|
Balance as of September 30, 2014
|
$
|
349
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions)
|
||||||||||||||
SESH
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
12
|
|
|
$
|
12
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions)
|
||||||||||||||
SESH
(1)
|
$
|
7
|
|
|
$
|
3
|
|
|
$
|
13
|
|
|
$
|
20
|
|
(1)
|
Excludes
$198 million
in special distributions for the return of investment in SESH for the
nine
month period ended
September 30, 2014
.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions)
|
||||||||||||||
Income Statements:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
27
|
|
|
$
|
28
|
|
|
$
|
80
|
|
|
$
|
81
|
|
Operating income
|
17
|
|
|
18
|
|
|
50
|
|
|
49
|
|
||||
Net income
|
12
|
|
|
13
|
|
|
34
|
|
|
34
|
|
September 30, 2014
|
Commodity Contracts
|
|
Gas Imbalances
(1)
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
(2)
|
|
Liabilities
(3)
|
||||||||
|
(In millions)
|
||||||||||||||
Quoted market prices in active market for identical assets (Level 1)
|
$
|
4
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Significant other observable inputs (Level 2)
|
1
|
|
|
—
|
|
|
33
|
|
|
$
|
11
|
|
|||
Unobservable inputs (Level 3)
|
1
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|||
Total fair value
|
6
|
|
|
(2
|
)
|
|
33
|
|
|
$
|
11
|
|
|||
Netting adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|||
Total
|
$
|
6
|
|
|
$
|
(2
|
)
|
|
$
|
33
|
|
|
$
|
11
|
|
December 31, 2013
|
Commodity Contracts
|
|
Gas Imbalances
(1)
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
(2)
|
|
Liabilities
(3)
|
||||||||
|
(In millions)
|
||||||||||||||
Quoted market prices in active market for identical assets (Level 1)
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Significant other observable inputs (Level 2)
|
—
|
|
|
1
|
|
|
8
|
|
|
10
|
|
||||
Unobservable inputs (Level 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total fair value
|
1
|
|
|
3
|
|
|
8
|
|
|
10
|
|
||||
Netting adjustments
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
8
|
|
|
$
|
10
|
|
(1)
|
The Partnership uses the market approach to fair value its gas imbalance assets and liabilities at individual, or where appropriate an average of, current market indices applicable to the Partnership’s operations, not to exceed net realizable value. Gas imbalances held by Enable Oklahoma are valued using an average of the Inside FERC Gas Market Report for Panhandle Eastern Pipe Line Co. (Texas, Oklahoma Mainline), ONEOK (Oklahoma) and ANR Pipeline (Oklahoma) indices. There were no netting adjustments as of
September 30, 2014
and
December 31, 2013
.
|
(2)
|
Gas imbalance assets exclude fuel reserves for under retained fuel due from shippers of
$1 million
and
$2 million
at
September 30, 2014
and
December 31, 2013
, respectively, which fuel reserves are based on the value of natural gas at the time the imbalance was created and which are not subject to revaluation at fair market value.
|
(3)
|
Gas imbalance liabilities exclude fuel reserves for over retained fuel due to shippers of
$1 million
and
$3 million
at
September 30, 2014
and
December 31, 2013
, respectively, which fuel reserves are based on the value of natural gas at the time the imbalance was created and which are not subject to revaluation at fair market value.
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
|
(In millions)
|
||||||||||||||
Long-Term Debt
|
|
|
|
|
|
|
|
||||||||
Long-term notes payable - affiliated companies (Level 2)
|
$
|
363
|
|
|
$
|
366
|
|
|
$
|
363
|
|
|
$
|
363
|
|
Revolving Credit Facility (Level 2)
(1)
|
—
|
|
|
—
|
|
|
333
|
|
|
333
|
|
||||
Term Loan Facility (Level 2)
|
—
|
|
|
—
|
|
|
1,050
|
|
|
1,050
|
|
||||
Enable Oklahoma Term Loan (Level 2)
|
—
|
|
|
—
|
|
|
250
|
|
|
250
|
|
||||
Enable Oklahoma Senior Notes (Level 2)
(2)
|
280
|
|
|
286
|
|
|
487
|
|
|
477
|
|
||||
Enable Midstream Partners, LP 2019, 2024 and 2044 Notes (Level 2)
|
1,649
|
|
|
1,641
|
|
|
—
|
|
|
—
|
|
(1)
|
Borrowing capacity is reduced by our borrowings outstanding under the commercial paper program.
$95 million
of commercial paper was outstanding as of
September 30, 2014
and
none
was outstanding as of December 31, 2013.
|
(2)
|
No
amount was included in the current portion of long term debt as of
September 30, 2014
and
$204 million
is included as of December 31, 2013.
|
•
|
NGL put options, NGL futures and swaps, and WTI crude futures and swaps for condensate sales are used to manage the Partnership’s NGL and condensate exposure associated with its processing agreements;
|
•
|
natural gas futures and swaps are used to manage the Partnership’s keep-whole natural gas exposure associated with its processing operations and the Partnership’s natural gas exposure associated with operating its gathering, transportation and storage assets; and
|
•
|
natural gas futures and swaps, natural gas options and natural gas commodity purchases and sales are used to manage the Partnership’s natural gas exposure associated with its storage and transportation contracts and asset management activities.
|
|
Gross Notional Volume
|
||||
|
Purchases
|
|
Sales
|
||
Natural gas—
TBtu
(1)
|
|
|
|
||
Physical
|
7
|
|
|
39
|
|
Fixed futures/swaps
|
3
|
|
|
15
|
|
Basis futures/swaps
|
6
|
|
|
18
|
|
Condensate—
MBbl
(2)
|
|
|
|
||
Futures/swaps
|
—
|
|
|
168
|
|
Natural gas liquids—
MBbl
(3)
|
|
|
|
||
Futures/swaps
|
—
|
|
|
204
|
|
(1)
|
85.4 percent
of the natural gas contracts have durations of one year or less,
9.8 percent
have durations of more than one year and less than two years and
4.8 percent
have durations of more than two years.
|
(2)
|
100.0 percent
of the condensate contracts have durations of one year or less.
|
(3)
|
100.0 percent
of the natural gas liquids contracts have durations of one year or less.
|
|
Gross Notional Volume
|
||||
|
Purchases
|
|
Sales
|
||
Natural gas—
TBtu
(1)
|
|
|
|
||
Physical
|
7
|
|
|
43
|
|
Fixed futures/swaps
|
3
|
|
|
5
|
|
Basis futures/swaps
|
3
|
|
|
6
|
|
(1)
|
94.8 percent
of the natural gas contracts have durations of one year or less,
2.5 percent
have durations of more than one year and less than two years and
2.7 percent
have durations of more than two years.
|
|
|
|
Fair Value
|
||||||
Instrument
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
||||
|
|
|
(In millions)
|
||||||
Derivatives not designated as hedging instruments
|
|
|
|
||||||
Natural gas
|
|
|
|
||||||
Financial futures/swaps
|
Other Current
|
|
$
|
6
|
|
|
$
|
2
|
|
Physical purchases/sales
|
Other Current
|
|
1
|
|
|
—
|
|
||
Total gross derivatives
(1)
|
|
|
$
|
7
|
|
|
$
|
2
|
|
(1)
|
See Note 9 for a reconciliation of the Partnership’s total derivatives fair value to the Partnership’s Condensed Consolidated Balance Sheet as of
September 30, 2014
.
|
|
|
|
Fair Value
|
||||||
Instrument
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
||||
|
|
|
(In millions)
|
||||||
Derivatives not designated as hedging instruments
|
|
|
|
||||||
Natural gas
|
|
|
|
||||||
Financial futures/swaps
|
Other Current
|
|
$
|
1
|
|
|
$
|
2
|
|
Physical purchases/sales
|
Other Current
|
|
—
|
|
|
1
|
|
||
Total gross derivatives
(1)
|
|
|
$
|
1
|
|
|
$
|
3
|
|
(1)
|
See Note 9 for a reconciliation of the Partnership’s total derivatives fair value to the Partnership’s Condensed Consolidated Balance Sheet as of December 31, 2013.
|
|
Amounts Recognized in Income
|
||||||||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions)
|
||||||||||||||
Natural gas physical purchases/sales gains (losses)
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
Natural gas financial futures/swaps gains (losses)
|
3
|
|
|
—
|
|
|
4
|
|
|
1
|
|
||||
Condensate financial futures/swaps gains (losses)
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Total
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
(1
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions)
|
||||||||||||||
Gas transportation and storage - CenterPoint Energy
|
$
|
22
|
|
|
$
|
23
|
|
|
$
|
82
|
|
|
$
|
82
|
|
Gas sales - CenterPoint Energy
|
1
|
|
|
22
|
|
|
17
|
|
|
46
|
|
||||
Gas transportation and storage - OGE Energy
(1)
|
9
|
|
|
12
|
|
|
31
|
|
|
20
|
|
||||
Gas sales - OGE Energy
(1)
|
5
|
|
|
9
|
|
|
10
|
|
|
11
|
|
||||
Total revenues - affiliated companies
|
$
|
37
|
|
|
$
|
66
|
|
|
$
|
140
|
|
|
$
|
159
|
|
(1)
|
The Partnership's contracts with OGE Energy to transport and sell natural gas to OGE Energy’s natural gas-fired generation facilities and store natural gas are reflected in Partnership’s Condensed Combined and Consolidated Statement of Income beginning on May 1, 2013. On March 17, 2014, the Partnership and the electric utility subsidiary of OGE Energy signed a new transportation agreement effective May 1, 2014 with a primary term through April 30, 2019. Following the primary term, the agreement will remain in effect from year to year thereafter unless either party provides notice of termination to the other party at least
180
days prior to the commencement of the succeeding annual period.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions)
|
||||||||||||||
Cost of goods sold - CenterPoint Energy
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
4
|
|
Cost of goods sold - OGE Energy
|
8
|
|
|
3
|
|
|
14
|
|
|
5
|
|
||||
Total cost of goods sold - affiliated companies
|
$
|
8
|
|
|
$
|
4
|
|
|
$
|
16
|
|
|
$
|
9
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions)
|
||||||||||||||
Seconded Employee Costs - CenterPoint Energy
(1)
|
$
|
32
|
|
|
$
|
36
|
|
|
$
|
101
|
|
|
$
|
61
|
|
Corporate Services - CenterPoint Energy
|
6
|
|
|
9
|
|
|
23
|
|
|
31
|
|
||||
Seconded Employee Costs - OGE Energy
(2)
|
25
|
|
|
26
|
|
|
78
|
|
|
41
|
|
||||
Corporate Services - OGE Energy
(2)
|
3
|
|
|
6
|
|
|
13
|
|
|
10
|
|
||||
Total corporate services and seconded employees expense
|
$
|
66
|
|
|
$
|
77
|
|
|
$
|
215
|
|
|
$
|
143
|
|
(1)
|
Beginning on May 1, 2013, CenterPoint Energy assumed all employees of the Partnership and seconded such employees to the Partnership. Therefore, costs historically incurred directly by the Partnership for employment services are reflected as seconded employee costs subsequent to formation on May 1, 2013.
|
(2)
|
Corporate services and seconded employee expenses from OGE Energy are reflected in the Condensed Combined and Consolidated Statement of Income beginning on May 1, 2013.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions)
|
||||||||||||||
Provision (benefit) for current income taxes
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
1
|
|
State
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Total provision (benefit) for current income taxes
|
1
|
|
|
3
|
|
|
3
|
|
|
2
|
|
||||
Provision (benefit) for deferred income taxes, net
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(1
|
)
|
|
(2
|
)
|
|
$
|
(2
|
)
|
|
$
|
(1,039
|
)
|
|
State
|
1
|
|
|
—
|
|
|
1
|
|
|
(158
|
)
|
||||
Total provision (benefit) for deferred income taxes, net
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(1,197
|
)
|
||||
Total income tax expense (benefit)
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
(1,195
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions)
|
||||||||||||||
Performance units
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Restricted units
|
3
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
Phantom units
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total compensation expense
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
2014
|
||
Number of units granted
|
563,963
|
|
|
Fair value of units granted
|
$
|
26.12
|
|
Expected price volatility
|
22.2
|
%
|
|
Risk-free interest rate
|
0.83
|
%
|
|
Expected life of units (in years)
|
3.00
|
|
|
2014
|
||
Phantom units granted to the Partnership's employees
|
100,000
|
|
|
Fair value of phantom units granted
|
$
|
23.16
|
|
|
Performance Units
|
|
Restricted Units
|
|
Phantom Units
|
|||||||||||||||
|
Number
of Units
|
|
Aggregate
Intrinsic
Value
|
|
Number
of Units
|
|
Aggregate
Intrinsic
Value
|
|
Number
of Units
|
|
Aggregate
Intrinsic
Value
|
|||||||||
|
(In millions, except unit data)
|
|||||||||||||||||||
Units Outstanding at December 31, 2013
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||
Granted
(1)
|
563,963
|
|
|
|
|
931,116
|
|
|
|
|
100,000
|
|
|
|
||||||
Vested
|
(1,545
|
)
|
|
|
|
(150,515
|
)
|
|
|
|
(500
|
)
|
|
|
|
|||||
Forfeited
|
(7,034
|
)
|
|
|
|
(2,901
|
)
|
|
|
|
(6,000
|
)
|
|
|
||||||
Units Outstanding at September 30, 2014
|
555,384
|
|
|
$
|
13
|
|
|
777,700
|
|
|
$
|
19
|
|
|
93,500
|
|
|
$
|
2
|
|
Units Fully Vested at September 30, 2014
|
1,545
|
|
|
$
|
—
|
|
|
150,515
|
|
|
|
|
500
|
|
|
$
|
—
|
|
(1)
|
For performance units, this represents the target number of performance units granted. The actual number of performance units earned, if any, is dependent upon performance and may range from 0 percent to 200 percent of the target.
|
|
September 30, 2014
|
||||
|
Unrecognized Compensation Cost
(In millions)
|
|
Weighted Average to be Recognized
(In years)
|
||
Performance Units
|
$
|
13
|
|
|
2.89
|
Restricted Units
|
14
|
|
|
1.80
|
|
Phantom Units
|
1
|
|
|
0.58
|
|
Total
|
$
|
28
|
|
|
|
Three Months Ended September 30, 2014
|
Gathering and
Processing
|
|
Transportation
and Storage
(1)
|
|
Eliminations
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
604
|
|
|
$
|
341
|
|
|
$
|
(142
|
)
|
|
$
|
803
|
|
Cost of goods sold, excluding depreciation and amortization
|
382
|
|
|
198
|
|
|
(141
|
)
|
|
439
|
|
||||
Operation and maintenance
|
76
|
|
|
53
|
|
|
(1
|
)
|
|
128
|
|
||||
Depreciation and amortization
|
41
|
|
|
28
|
|
|
—
|
|
|
69
|
|
||||
Impairment
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Taxes other than income tax
|
8
|
|
|
6
|
|
|
—
|
|
|
14
|
|
||||
Operating income
|
$
|
96
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
152
|
|
Total assets
|
$
|
8,169
|
|
|
$
|
5,400
|
|
|
$
|
(1,877
|
)
|
|
$
|
11,692
|
|
Capital expenditures
|
$
|
227
|
|
|
$
|
25
|
|
|
$
|
(4
|
)
|
|
$
|
248
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended September 30, 2013
|
Gathering and
Processing
|
|
Transportation
and Storage
(1)
|
|
Eliminations
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
544
|
|
|
$
|
353
|
|
|
$
|
(105
|
)
|
|
$
|
792
|
|
Cost of goods sold, excluding depreciation and amortization
|
351
|
|
|
212
|
|
|
(104
|
)
|
|
459
|
|
||||
Operation and maintenance
|
68
|
|
|
57
|
|
|
(1
|
)
|
|
124
|
|
||||
Depreciation and amortization
|
37
|
|
|
30
|
|
|
—
|
|
|
67
|
|
||||
Impairment
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Taxes other than income tax
|
6
|
|
|
9
|
|
|
—
|
|
|
15
|
|
||||
Operating income
|
$
|
70
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
115
|
|
Total assets as of December 31, 2013
|
$
|
7,157
|
|
|
$
|
5,717
|
|
|
$
|
(1,642
|
)
|
|
$
|
11,232
|
|
Capital expenditures
|
$
|
160
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
197
|
|
(1)
|
Transportation and Storage recorded equity income of
$5 million
and
$3 million
for the
three months ended September 30, 2014
and
2013
, respectively, from its interest in SESH, a jointly-owned pipeline. These amounts are included in Equity in earnings of equity method affiliates under the Other Income (Expense) caption. Transportation and Storage’s investment in SESH was
$349 million
and
$198 million
as of
September 30, 2014
and
December 31, 2013
, respectively, and is included in Investments in equity method affiliates. The Partnership reflected a
50%
interest in SESH until May 1, 2013 when the Partnership distributed a
25.05%
interest in SESH to CenterPoint Energy. For the period of May 1, 2013 through May 29, 2014 the Partnership reflected a
24.95%
interest in SESH. On May 30, 2014, CenterPoint Energy contributed its
24.95%
interest in SESH to the Partnership. As of
September 30, 2014
, the Partnership owns
49.90%
interest in SESH. See Note 7 for further discussion regarding SESH.
|
Nine Months Ended September 30, 2014
|
Gathering and
Processing
|
|
Transportation
and Storage
(1)
|
|
Eliminations
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
1,882
|
|
|
$
|
1,219
|
|
|
$
|
(469
|
)
|
|
$
|
2,632
|
|
Cost of goods sold, excluding depreciation and amortization
|
1,250
|
|
|
768
|
|
|
(468
|
)
|
|
1,550
|
|
||||
Operation and maintenance
|
219
|
|
|
165
|
|
|
(1
|
)
|
|
383
|
|
||||
Depreciation and amortization
|
118
|
|
|
87
|
|
|
—
|
|
|
205
|
|
||||
Impairment
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Taxes other than income tax
|
18
|
|
|
23
|
|
|
—
|
|
|
41
|
|
||||
Operating income
|
$
|
276
|
|
|
$
|
176
|
|
|
$
|
—
|
|
|
$
|
452
|
|
Total assets
|
$
|
8,169
|
|
|
$
|
5,400
|
|
|
$
|
(1,877
|
)
|
|
$
|
11,692
|
|
Capital expenditures
|
$
|
522
|
|
|
$
|
69
|
|
|
$
|
(5
|
)
|
|
$
|
586
|
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended September 30, 2013
|
Gathering and
Processing
|
|
Transportation
and Storage
(1)
|
|
Eliminations
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
1,135
|
|
|
$
|
784
|
|
|
$
|
(254
|
)
|
|
$
|
1,665
|
|
Cost of goods sold, excluding depreciation and amortization
|
673
|
|
|
406
|
|
|
(252
|
)
|
|
827
|
|
||||
Operation and maintenance
|
155
|
|
|
149
|
|
|
(2
|
)
|
|
302
|
|
||||
Depreciation and amortization
|
80
|
|
|
68
|
|
|
—
|
|
|
148
|
|
||||
Impairment
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Taxes other than income tax
|
13
|
|
|
24
|
|
|
—
|
|
|
37
|
|
||||
Operating income
|
$
|
202
|
|
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
339
|
|
Total assets as of December 31, 2013
|
$
|
7,157
|
|
|
$
|
5,717
|
|
|
$
|
(1,642
|
)
|
|
$
|
11,232
|
|
Capital expenditures
|
$
|
269
|
|
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
366
|
|
(1)
|
Transportation and Storage recorded equity income of
$12 million
and
$12 million
for the
nine months ended September 30, 2014
and
2013
, respectively, from its interest in SESH, a jointly-owned pipeline. These amounts are included in Equity in earnings of equity method affiliates under the Other Income (Expense) caption. Transportation and Storage’s investment in SESH was
$349 million
and
$198 million
as of
September 30, 2014
and
December 31, 2013
, respectively, and is included in Investments in equity method affiliates. The Partnership reflected a
50%
interest in SESH until May 1, 2013 when the Partnership distributed a
25.05%
interest in SESH to CenterPoint Energy. For the period of May 1, 2013 through May 29, 2014 the Partnership reflected a 24.95% interest in SESH. On May 30, 2014, CenterPoint Energy contributed its
24.95%
interest in SESH to the Partnership. As of
September 30, 2014
, the Partnership owns
49.90%
interest in SESH. See Note 7 for further discussion regarding SESH.
|
Three Months Ended September 30, 2014
|
Gathering and
Processing
|
|
Transportation
and Storage
|
|
Eliminations
|
|
Enable
Midstream
Partners, LP
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
604
|
|
|
$
|
341
|
|
|
$
|
(142
|
)
|
|
$
|
803
|
|
Cost of goods sold (excluding depreciation and amortization)
|
382
|
|
|
198
|
|
|
(141
|
)
|
|
439
|
|
||||
Gross margin on revenues
|
222
|
|
|
143
|
|
|
(1
|
)
|
|
364
|
|
||||
Operation and maintenance
|
76
|
|
|
53
|
|
|
(1
|
)
|
|
128
|
|
||||
Depreciation and amortization
|
41
|
|
|
28
|
|
|
—
|
|
|
69
|
|
||||
Impairment
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Taxes other than income tax
|
8
|
|
|
6
|
|
|
—
|
|
|
14
|
|
||||
Operating income
|
$
|
96
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
152
|
|
Equity in earnings of equity method affiliates
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Three Months Ended September 30, 2013
|
Gathering and
Processing
|
|
Transportation
and Storage
|
|
Eliminations
|
|
Enable
Midstream
Partners, LP
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
544
|
|
|
$
|
353
|
|
|
$
|
(105
|
)
|
|
$
|
792
|
|
Cost of goods sold (excluding depreciation and amortization)
|
351
|
|
|
212
|
|
|
(104
|
)
|
|
459
|
|
||||
Gross margin on revenues
|
193
|
|
|
141
|
|
|
(1
|
)
|
|
333
|
|
||||
Operation and maintenance
|
68
|
|
|
57
|
|
|
(1
|
)
|
|
124
|
|
||||
Depreciation and amortization
|
37
|
|
|
30
|
|
|
—
|
|
|
67
|
|
||||
Impairment
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Taxes other than income tax
|
6
|
|
|
9
|
|
|
—
|
|
|
15
|
|
||||
Operating income
|
$
|
70
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
115
|
|
Equity in earnings of equity method affiliates
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Nine Months Ended September 30, 2014
|
Gathering and
Processing
|
|
Transportation
and Storage
|
|
Eliminations
|
|
Enable
Midstream
Partners, LP
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
1,882
|
|
|
$
|
1,219
|
|
|
$
|
(469
|
)
|
|
$
|
2,632
|
|
Cost of goods sold (excluding depreciation and amortization)
|
1,250
|
|
|
768
|
|
|
(468
|
)
|
|
1,550
|
|
||||
Gross margin on revenues
|
632
|
|
|
451
|
|
|
(1
|
)
|
|
1,082
|
|
||||
Operation and maintenance
|
219
|
|
|
165
|
|
|
(1
|
)
|
|
383
|
|
||||
Depreciation and amortization
|
118
|
|
|
87
|
|
|
—
|
|
|
205
|
|
||||
Impairment
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Taxes other than income tax
|
18
|
|
|
23
|
|
|
—
|
|
|
41
|
|
||||
Operating income
|
$
|
276
|
|
|
$
|
176
|
|
|
$
|
—
|
|
|
$
|
452
|
|
Equity in earnings of equity method affiliates
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Nine Months Ended September 30, 2013
|
Gathering and
Processing
|
|
Transportation
and Storage
|
|
Eliminations
|
|
Enable
Midstream
Partners, LP
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
1,135
|
|
|
$
|
784
|
|
|
$
|
(254
|
)
|
|
$
|
1,665
|
|
Cost of goods sold (excluding depreciation and amortization)
|
673
|
|
|
406
|
|
|
(252
|
)
|
|
827
|
|
||||
Gross margin on revenues
|
462
|
|
|
378
|
|
|
(2
|
)
|
|
838
|
|
||||
Operation and maintenance
|
155
|
|
|
149
|
|
|
(2
|
)
|
|
302
|
|
||||
Depreciation and amortization
|
80
|
|
|
68
|
|
|
—
|
|
|
148
|
|
||||
Impairment
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Taxes other than income tax
|
13
|
|
|
24
|
|
|
—
|
|
|
37
|
|
||||
Operating income
|
$
|
202
|
|
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
339
|
|
Equity in earnings of equity method affiliates
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Operating Data:
|
|
|
|
|
|
||||||
Gathered volumes—TBtu
|
306
|
|
|
320
|
|
|
913
|
|
|
790
|
|
Gathered volumes—TBtu/d
|
3.32
|
|
|
3.48
|
|
|
3.34
|
|
|
2.89
|
|
Natural gas processed volumes—TBtu
|
147
|
|
|
137
|
|
|
418
|
|
|
264
|
|
Natural gas processed volumes—TBtu/d
|
1.60
|
|
|
1.49
|
|
|
1.53
|
|
|
0.97
|
|
NGLs produced—MBbl/d
(1)
|
68.11
|
|
|
63.16
|
|
|
67.63
|
|
|
38.92
|
|
NGLs sold—MBbl/d
(1)(3)
|
68.87
|
|
|
63.35
|
|
|
69.60
|
|
|
39.17
|
|
Condensate sold—MBbl/d
|
3.52
|
|
|
2.26
|
|
|
4.31
|
|
|
1.47
|
|
Crude Oil - Gathered volumes—MBbl/d
(2)
|
4.51
|
|
|
—
|
|
|
2.37
|
|
|
—
|
|
Transported volumes—TBtu
|
418
|
|
|
417
|
|
|
1,373
|
|
|
1,183
|
|
Transportation volumes—TBtu/d
|
4.54
|
|
|
4.53
|
|
|
5.02
|
|
|
4.32
|
|
Interstate firm contracted capacity—Bcf/d
|
7.50
|
|
|
7.56
|
|
|
8.69
|
|
|
7.74
|
|
Intrastate average deliveries—TBtu/d
|
1.66
|
|
|
1.66
|
|
|
1.62
|
|
|
0.88
|
|
(1)
|
Excludes condensate.
|
(2)
|
Initial operation of our crude oil gathering system began on November 1, 2013.
|
(3)
|
NGLs sold includes volumes of NGLs withdrawn from inventory or purchased for system balancing purposes.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions)
|
||||||||||||||
Operating Income
|
$
|
152
|
|
|
$
|
115
|
|
|
$
|
452
|
|
|
$
|
339
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(20
|
)
|
|
(13
|
)
|
|
(50
|
)
|
|
(53
|
)
|
||||
Equity in earnings of equity method affiliates
|
5
|
|
|
3
|
|
|
12
|
|
|
12
|
|
||||
Interest income—affiliated companies
|
—
|
|
|
1
|
|
|
—
|
|
|
9
|
|
||||
Other, net
|
3
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Total Other Income (Expense)
|
(12
|
)
|
|
(9
|
)
|
|
(40
|
)
|
|
(32
|
)
|
||||
Income Before Income Taxes
|
140
|
|
|
106
|
|
|
412
|
|
|
307
|
|
||||
Income tax expense (benefit)
|
1
|
|
|
1
|
|
|
2
|
|
|
(1,195
|
)
|
||||
Net Income
|
$
|
139
|
|
|
$
|
105
|
|
|
$
|
410
|
|
|
$
|
1,502
|
|
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Net Income attributable to Enable Midstream Partners, LP
|
$
|
139
|
|
|
$
|
104
|
|
|
$
|
408
|
|
|
$
|
1,500
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions)
|
||||||||||||||
Other Financial Data:
|
|
|
|
|
|
|
|
||||||||
Gross Margin
(1)
|
$
|
364
|
|
|
$
|
333
|
|
|
$
|
1,082
|
|
|
$
|
838
|
|
Adjusted EBITDA
(1)
|
231
|
|
|
205
|
|
|
670
|
|
|
529
|
|
||||
Distributable cash flow
(1)
|
161
|
|
|
134
|
|
|
503
|
|
|
361
|
|
(1)
|
Gross margin, Adjusted EBITDA and distributable cash flow are defined and reconciled to their most directly comparable financial measures calculated and presented below under the caption Non-GAAP Financial Measure within this Part I, Item 2.
|
•
|
The Partnership’s operating performance as compared to those of other publicly traded partnerships in the midstream energy industry, without regard to capital structure or historical cost basis;
|
•
|
The ability of the Partnership’s assets to generate sufficient cash flow to make distributions to its partners;
|
•
|
The Partnership’s 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.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions)
|
||||||||||||||
Reconciliation of Gross Margin to Revenue:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
803
|
|
|
$
|
792
|
|
|
$
|
2,632
|
|
|
$
|
1,665
|
|
Cost of goods sold, excluding depreciation and amortization
|
439
|
|
|
459
|
|
|
1,550
|
|
|
827
|
|
||||
Gross margin
|
$
|
364
|
|
|
$
|
333
|
|
|
$
|
1,082
|
|
|
$
|
838
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of Adjusted EBITDA and distributable cash flow to net income attributable to controlling interest:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Enable Midstream Partners, LP
|
$
|
139
|
|
|
$
|
104
|
|
|
$
|
408
|
|
|
$
|
1,500
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense
|
69
|
|
|
67
|
|
|
205
|
|
|
148
|
|
||||
Interest expense, net of interest income
|
20
|
|
|
12
|
|
|
50
|
|
|
44
|
|
||||
Income tax expense (benefit)
|
1
|
|
|
1
|
|
|
2
|
|
|
(1,195
|
)
|
||||
EBITDA
|
$
|
229
|
|
|
$
|
184
|
|
|
$
|
665
|
|
|
$
|
497
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Distributions from equity method affiliates
(1)
|
7
|
|
|
3
|
|
|
13
|
|
|
20
|
|
||||
Other non-cash losses
|
8
|
|
|
9
|
|
|
8
|
|
|
12
|
|
||||
Impairment
|
1
|
|
|
12
|
|
|
1
|
|
|
12
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Other non-cash gains
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||
Equity in earnings of equity method affiliates
|
(5
|
)
|
|
(3
|
)
|
|
(12
|
)
|
|
(12
|
)
|
||||
Adjusted EBITDA
|
$
|
231
|
|
|
$
|
205
|
|
|
$
|
670
|
|
|
$
|
529
|
|
Less:
|
|
|
|
|
|
|
|
||||||||
Adjusted interest expense, net
(2)
|
(23
|
)
|
|
(17
|
)
|
|
(60
|
)
|
|
(51
|
)
|
||||
Maintenance capital expenditures
|
(47
|
)
|
|
(54
|
)
|
|
(107
|
)
|
|
(117
|
)
|
||||
Distributable cash flow
|
$
|
161
|
|
|
$
|
134
|
|
|
$
|
503
|
|
|
$
|
361
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of Adjusted EBITDA to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
269
|
|
|
$
|
184
|
|
|
$
|
561
|
|
|
$
|
472
|
|
Interest expense, net of interest income
|
20
|
|
|
12
|
|
|
50
|
|
|
44
|
|
||||
Net income attributable to noncontrolling interest
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Income tax expense (benefit)
|
1
|
|
|
1
|
|
|
2
|
|
|
(1,195
|
)
|
||||
Deferred income tax benefit
|
—
|
|
|
2
|
|
|
1
|
|
|
1,197
|
|
||||
Equity in earnings of equity method affiliates, net of distributions
(1)
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
(8
|
)
|
||||
Impairment
|
(1
|
)
|
|
(12
|
)
|
|
(1
|
)
|
|
(12
|
)
|
||||
Other non-cash items
|
(5
|
)
|
|
(1
|
)
|
|
(11
|
)
|
|
(2
|
)
|
||||
Changes in operating working capital which (provided) used cash:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
(20
|
)
|
|
21
|
|
|
11
|
|
|
39
|
|
||||
Accounts payable
|
(5
|
)
|
|
(19
|
)
|
|
96
|
|
|
(10
|
)
|
||||
Other, including changes in noncurrent assets and liabilities
|
(28
|
)
|
|
(3
|
)
|
|
(41
|
)
|
|
(26
|
)
|
||||
EBITDA
|
$
|
229
|
|
|
$
|
184
|
|
|
$
|
665
|
|
|
$
|
497
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Distributions from equity method affiliates
(1)
|
7
|
|
|
3
|
|
|
13
|
|
|
20
|
|
||||
Impairment
|
1
|
|
|
12
|
|
|
1
|
|
|
12
|
|
||||
Other non-recurring losses
|
8
|
|
|
9
|
|
|
8
|
|
|
12
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Other non-recurring gains
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||
Equity in earnings of equity method affiliates
|
(5
|
)
|
|
(3
|
)
|
|
(12
|
)
|
|
(12
|
)
|
||||
Adjusted EBITDA
|
$
|
231
|
|
|
$
|
205
|
|
|
$
|
670
|
|
|
$
|
529
|
|
•
|
maintenance capital expenditures, which are cash expenditures (including expenditures for the construction or development of new capital assets or the replacement, improvement or expansion of existing capital assets) made to maintain, over the long-term, our operating capacity or operating income; and
|
•
|
expansion capital expenditures are cash expenditures incurred for acquisitions or capital improvements that we expect will increase our operating income or operating capacity over the long term.
|
|
Nine Months Ended
September 30, |
||||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Net cash provided by operating activities
|
$
|
561
|
|
|
$
|
472
|
|
Net cash (used in) provided by investing activities
|
(573
|
)
|
|
63
|
|
||
Net cash provided by (used in) financing activities
|
(78
|
)
|
|
(511
|
)
|
•
|
the acquisition of Enogex on May 1, 2013, which added $186 million in gross margin and $70 million in operation and maintenance expenses during the
nine months ended September 30, 2014
; and
|
•
|
excluding the acquisition of Enogex:
|
•
|
higher Gathering and Processing gross margin of $32 million;
|
•
|
higher Transportation and Storage gross margin of $26 million; and
|
•
|
higher payroll related expenses of $19 million and higher non-capital costs of $7 million, offset by lower integration costs of $7 million and other costs of $9 million, all within operation and maintenance expenses.
|
|
Enable Midstream Partners, LP Historical
|
|
Enogex Historical
|
|
Pro Forma Adjustments
|
|
Pro Forma
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
1,665
|
|
|
$
|
630
|
|
|
$
|
1
|
|
A
|
$
|
2,296
|
|
Cost of goods sold, excluding depreciation and amortization
|
827
|
|
|
489
|
|
|
(4
|
)
|
A
|
1,312
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Operation and maintenance
|
302
|
|
|
64
|
|
|
—
|
|
|
366
|
|
||||
Depreciation and amortization
|
148
|
|
|
37
|
|
|
20
|
|
A
|
205
|
|
||||
Impairment
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Taxes other than income tax
|
37
|
|
|
8
|
|
|
—
|
|
|
45
|
|
||||
Total Operating Expenses
|
499
|
|
|
109
|
|
|
20
|
|
|
628
|
|
||||
Operating income
|
339
|
|
|
32
|
|
|
(15
|
)
|
|
356
|
|
||||
Other Income (Expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(53
|
)
|
|
(10
|
)
|
|
31
|
|
B
|
(35
|
)
|
||||
|
|
|
|
|
|
|
2
|
|
B
|
|
|
||||
|
|
|
|
|
|
|
(7
|
)
|
C
|
|
|
||||
|
|
|
|
|
|
|
(1
|
)
|
D
|
|
|
||||
|
|
|
|
|
|
|
3
|
|
A
|
|
|
||||
Equity in earnings of equity method affiliates
|
12
|
|
|
—
|
|
|
(3
|
)
|
F
|
9
|
|
||||
Interest income—affiliated companies
|
9
|
|
|
—
|
|
|
(9
|
)
|
B
|
—
|
|
||||
Other, net
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Total Other Income (Expense)
|
(32
|
)
|
|
(1
|
)
|
|
16
|
|
|
(17
|
)
|
||||
Income Before Income Taxes
|
307
|
|
|
31
|
|
|
1
|
|
|
339
|
|
||||
Income tax expense (benefit)
|
(1,195
|
)
|
|
—
|
|
|
1,196
|
|
E
|
1
|
|
||||
Net Income
|
1,502
|
|
|
31
|
|
|
(1,195
|
)
|
|
338
|
|
||||
Less: Net income attributable to noncontrolling interest
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Net Income attributable to Enable Midstream Partners, LP
|
$
|
1,500
|
|
|
$
|
31
|
|
|
$
|
(1,195
|
)
|
|
$
|
336
|
|
|
Nine Months Ended
September 30, |
||||
|
Historical
|
|
Pro Forma
|
||
|
2014
|
|
2013
|
||
Operating Data:
|
|
|
|
||
Gathered volumes—TBtu
|
913
|
|
|
975
|
|
Gathered volumes—TBtu/d
|
3.34
|
|
|
3.56
|
|
Natural gas processed volumes—TBtu
|
418
|
|
|
392
|
|
Natural gas processed volumes—TBtu/d
|
1.53
|
|
|
1.43
|
|
NGLs produced - MBbl/d
(1)
|
67.63
|
|
|
58.88
|
|
NGLs sold—MBbl/d
(1)(3)
|
69.60
|
|
|
59.11
|
|
Condensate sold - MBbl/d
|
4.31
|
|
|
2.91
|
|
Crude Oil - Gathered volumes - MBbl/d
(2)
|
2.37
|
|
|
—
|
|
Transported volumes—TBtu
|
1,373
|
|
|
1,378
|
|
Transportation volumes—TBtu/d
|
5.02
|
|
|
5.04
|
|
Interstate firm contracted capacity—Bcf/d
|
8.69
|
|
|
7.74
|
|
Intrastate average deliveries - TBtu/day
|
1.62
|
|
|
1.59
|
|
(1)
|
Excludes condensate.
|
(2)
|
Initial operation of our crude oil gathering system began on November 1, 2013.
|
(3)
|
NGLs sold includes volumes of NGLs withdrawn from inventory or purchased for system balancing purposes.
|
|
Nine Months Ended
September 30, |
||||||
|
Historical
|
|
Pro Forma
|
||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Reconciliation of Gross Margin to Revenue:
|
|
|
|
||||
Revenues
|
$
|
2,632
|
|
|
$
|
2,296
|
|
Cost of goods sold, excluding depreciation and amortization
|
1,550
|
|
|
1,312
|
|
||
Gross margin
|
$
|
1,082
|
|
|
$
|
984
|
|
Reconciliation of Adjusted EBITDA and distributable cash flow to net income attributable to controlling interest:
|
|
|
|
||||
Net income attributable to Enable Midstream Partners, LP
|
$
|
408
|
|
|
$
|
336
|
|
Add:
|
|
|
|
||||
Depreciation and amortization expense
|
205
|
|
|
205
|
|
||
Interest expense, net of interest income
|
50
|
|
|
35
|
|
||
Income tax expense (benefit)
|
2
|
|
|
1
|
|
||
EBITDA
|
$
|
665
|
|
|
$
|
577
|
|
Add:
|
|
|
|
||||
Loss on extinguishment of debt
|
4
|
|
|
—
|
|
||
Distributions from equity method affiliates
(1)
|
13
|
|
|
16
|
|
||
Impairment
|
1
|
|
|
12
|
|
||
Other non-cash losses
|
8
|
|
|
16
|
|
||
Less:
|
|
|
|
||||
Equity in earnings of equity method affiliates
|
(12
|
)
|
|
(9
|
)
|
||
Other non-cash gains
|
(9
|
)
|
|
—
|
|
||
Gain on disposition
|
—
|
|
|
(10
|
)
|
||
Adjusted EBITDA
|
$
|
670
|
|
|
$
|
602
|
|
Less:
|
|
|
|
||||
Adjusted interest expense, net
(2)
|
(60
|
)
|
|
(44
|
)
|
||
Maintenance capital expenditures
|
(107
|
)
|
|
(127
|
)
|
||
Distributable cash flow
|
$
|
503
|
|
|
$
|
431
|
|
(1)
|
Excludes
$198 million
in distributions of investment in equity method affiliates for the
nine
month period ended
September 30, 2014
.
|
(2)
|
Adjusted interest expense, net excludes the effect of the amortization of the premium on Enogex’s fixed rate senior notes. This exclusion is the primary reason for the difference between “Interest expense, net” and “Adjusted interest expense, net.”
|
Exhibit Number
|
|
Description
|
Report or Registration Statement
|
SEC File or Registration Number
|
Exhibit Reference
|
|
2.1
|
|
|
Master Formation Agreement dated as of March 14, 2013 by and among CenterPoint Energy, Inc., OGE Energy Corp., Bronco Midstream Holdings, LLC and Bronco Midstream Holdings II, LLC
|
Registrant’s registration statement on Form S-1, filed on November 26, 2013
|
File No. 333-192545
|
Exhibit 2.1
|
3.1
|
|
|
Certificate of Limited Partnership of CenterPoint Energy Field Services LP, as amended
|
Registrant’s registration statement on Form S-1, filed on November 26, 2013
|
File No. 333-192545
|
Exhibit 3.1
|
3.2
|
|
|
Second Amended and Restated Agreement of Limited Partnership of Enable Midstream Partners, LP
|
Registrant's Form 8-K filed April 22,2014
|
File No. 1-36413
|
Exhibit 3.1
|
4.1
|
|
|
Specimen Unit Certificate representing common units (included with Second Amended and Restated Agreement of Limited Partnership of Enable Midstream Partners, LP as Exhibit A thereto)
|
Registrant's Form 8-K filed April 22,2014
|
File No. 1-36413
|
Exhibit 3.1
|
4.2
|
|
|
Indenture, dated as of May 27, 2014, between Enable Midstream Partners, LP and U.S. Bank National Association, as trustee.
|
Registrant’s Form 8-K filed May 29, 2014
|
File No. 001-36413
|
Exhibit 4.1
|
4.3
|
|
|
First Supplemental Indenture, dated as of May 27, 2014, by and among Enable Midstream Partners, LP, CenterPoint Energy Resources Corp., as guarantor, and U.S. Bank National Association, as trustee.
|
Registrant’s Form 8-K filed May 29, 2014
|
File No. 001-36413
|
Exhibit 4.2
|
4.4
|
|
|
Registration Rights Agreement, dated as of May 27, 2014, by and among Enable Midstream Partners, LP, CenterPoint Energy Resources Corp., as guarantor, and RBS Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, and RBC Capital Markets, LLC, as representatives of the initial purchasers.
|
Registrant’s Form 8-K filed May 29, 2014
|
File No. 001-36413
|
Exhibit 4.3
|
+10.1
|
|
|
First Amendment to Employee Transition Agreement, dated as of October 22, 2014 by and among Enable GP, LLC, CenterPoint Energy, Inc. and OGE Energy Corp
|
|
|
|
+10.2
|
|
|
First Amendment to OGE Transitional Seconding Agreement, dated as of October 22, 2014, between OGE Energy Corp. and Enable Midstream Partners, LP
|
|
|
|
+10.3
|
|
|
First Amendment to Services Agreement, dated as of October 22, 2014, between OGE Energy Corp and Enable Midstream Partners, LP
|
|
|
|
+31.1
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
+31.2
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
+32.1
|
|
|
Section 1350 Certification of principal executive officer
|
|
|
|
+32.2
|
|
|
Section 1350 Certification of principal financial officer
|
|
|
|
+101.INS
|
|
|
XBRL Instance Document.
|
|
|
|
+101.SCH
|
|
|
XBRL Taxonomy Schema Document.
|
|
|
|
+101.PRE
|
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
|
|
|
+101.LAB
|
|
|
XBRL Taxonomy Label Linkbase Document.
|
|
|
|
+101.CAL
|
|
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
|
|
+101.DEF
|
|
|
XBRL Definition Linkbase Document.
|
|
|
|
|
|
ENABLE MIDSTREAM PARTNERS, LP
|
||
|
|
(Registrant)
|
||
|
|
|
||
|
|
By: ENABLE GP, LLC
|
||
|
|
Its general partner
|
||
|
|
|
|
|
Date:
|
November 4, 2014
|
By:
|
|
/s/ Tom Levescy
|
|
|
|
|
Tom Levescy
|
|
|
|
|
Senior Vice President, Chief Accounting Officer and Controller
|
|
|
|
|
(Principal Accounting Officer)
|
|
CENTERPOINT ENERGY, INC.
|
|
|
|
|
|
By:
|
/s/ Scott M. Prochazka
|
|
|
Name:
Scott M. Prochazka
|
|
|
Title:
President and Chief Executive Officer
|
|
|
|
|
|
|
|
OGE ENERGY CORP.
|
|
|
|
|
|
By:
|
/s/ Sean Trauschke
|
|
|
Name: Sean Trauschke
|
|
|
Title: President
|
|
|
|
|
|
|
|
ENABLE GP LLC
|
|
|
|
|
|
By:
|
/s/ Lynn L. Bourdon III
|
|
|
Name:
Lynn L. Bourdon III
|
|
|
Title: President and Chief Executive Officer
|
|
|
|
(i)
|
for calendar years 2015 and 2016, $466,666 per month;
|
(ii)
|
for calendar year 2017, $375,000 per month;
|
(iii)
|
for calendar year 2018 and thereafter, the monthly amount shall be determined as of the first day of the applicable calendar year by the actuary engaged by OGE to serve as the actuary for the OGE Pension Plan based on the number of individuals listed on Exhibit A who are (i) Seconded Employees and (ii) actively participating and accruing a benefit
|
(iv)
|
for all calendar years, OGE will allocate all other costs which are Employment Costs attributable to the Seconded Employees on
Exhibit A
on a basis and using a methodology consistent with past practice;
|
“6.2
|
Member shall defend, indemnify and hold harmless the Company and the members of the Company Group and their respective officers, directors, employees and agents, and with respect to clause (vi) below only, CNP and its officers, directors, employees and agents from, against and with respect to any and all costs, lawsuits, proceedings, demands, assessments, penalties, fines, administrative orders, claims, losses, expenses, liabilities, obligations, and damages (including without limitation reasonable attorneys fees, costs and expenses incidental thereto) which in any way arise out of, result from, or relate to (i) any negligent or intentional act or omission on the part of Member, its officers or employees (excluding the Seconded Employees) or agents which creates any violation of applicable labor or employment laws, (ii) any personal injury, death, or damage claim by, on behalf of, or related to a Seconded Employee to the extent attributable to periods of time prior to the Effective Date, (iii) the Member’s or its Subsidiaries’ or Affiliates’ (other than the Group Members) failure to comply with all applicable laws, including applicable labor and employment laws, regulations or orders with respect to the Seconded Employees, (iv) any claim, demand or cause of action which may be brought by any Seconded Employee or his or her heirs for
|
“10.2
|
Either Party may terminate this Agreement immediately upon notice to the other Party in the event that: (i) the Parties mutually agree to do so; (ii) the other Party materially breaches this Agreement and fails to cure such material breach within 90 days following written notice of such breach or (iii) the other Party becomes insolvent. In addition, OGE may terminate this Agreement at any time upon 120 days prior notice to the Company.”
|
|
ENABLE MIDSTREAM PARTNERS, LP
|
|
|
by Enable GP LLC, Its General Partner
|
|
|
|
|
|
By:
|
/s/ Lynn L. Bourdon III
|
|
|
Name: Lynn L. Bourdon III
|
|
|
Title: President and Chief Executive Officer
|
|
|
|
|
|
|
|
OGE ENERGY CORP.
|
|
|
|
|
|
By:
|
/s/ Sean Trauschke
|
|
|
Name: Sean Trauschke
|
|
|
Title: President
|
|
|
|
|
|
|
|
For purposes of Section 6 of the Seconding
|
|
|
Agreement as amended by this Amendment:
|
|
|
|
|
|
CENTERPOINT ENERGY, INC.
|
|
|
|
|
|
By:
|
/s/ Scott M. Prochazka
|
|
|
Name: Scott M. Prochazka
|
|
|
Title: President and Chief Executive Officer
|
|
|
|
|
OGE ENERGY CORP.
|
|
|
|
|
|
By:
|
/s/ Sean Trauschke
|
|
|
Name: Sean Trauschke
|
|
|
Title: President
|
|
|
|
|
|
|
|
ENABLE MIDSTREAM PARTNERS, LP
|
|
|
by Enable GP LLC, Its General Partner
|
|
|
|
|
|
By:
|
/s/ Lynn L. Bourdon III
|
|
|
Name: Lynn L. Bourdon III
|
|
|
Title: President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
/s/ Lynn L. Bourdon, III
|
|
Lynn L. Bourdon, III
|
|
President and Chief Executive Officer, Enable GP, LLC, the General Partner of Enable Midstream Partners, LP
|
|
(Principal Executive Officer)
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
/s/ Rodney J. Sailor
|
|
Rodney J. Sailor
|
|
Executive Vice President and Chief Financial Officer, Enable GP, LLC, the General Partner of Enable Midstream Partners, LP
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
/s/ Lynn L. Bourdon, III
|
|
Lynn L. Bourdon, III
|
|
President and Chief Executive Officer, Enable GP, LLC, the General Partner of Enable Midstream Partners, LP
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Rodney J. Sailor
|
|
Rodney J. Sailor
|
|
Executive Vice President and Chief Financial Officer, Enable GP, LLC, the General Partner of Enable Midstream Partners, LP
|
|
(Principal Financial Officer)
|