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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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Title of each class
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Name of each exchange on which registered
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Common Units Representing Limited Partner Interests
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New York Stock Exchange
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Large accelerated filer
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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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2011 Pipeline Safety Act.
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Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011.
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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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APSA.
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Accountable Pipeline Safety and Partnership Act of 1996.
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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.
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42 U.S. gallons of petroleum products.
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Bbl.
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Barrel.
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Bbl/d.
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Barrels per day.
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Bcf.
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Billion cubic feet.
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Bcf/d.
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Billion cubic feet per day.
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Board of Directors.
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The board of directors of Enable GP, LLC.
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Btu.
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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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CAA.
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Clean Air Act, as amended.
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CEFS.
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CenterPoint Energy Field Services, LLC, a Delaware limited liability company, that was converted into a Delaware limited partnership that became the Partnership.
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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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CERCLA.
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Comprehensive Environmental Response, Compensation and Liability Act of 1980.
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CFTC.
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Commodity Futures Trading Commission.
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COBRA.
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Consolidated Omnibus Budget Reconciliation Act of 1985.
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Code.
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The Internal Revenue Code of 1986, as amended.
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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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Delaware Act.
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Delaware Revised Uniform Limited Partnership Act.
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DHS.
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Department of Homeland Security.
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Dodd-Frank Act.
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Dodd-Frank Wall Street Reform and Consumer Protection Act.
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DOT.
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Department of Transportation.
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EGT.
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Enable Gas Transmission, LLC, a wholly owned subsidiary of the Partnership that operates a 5,946-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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EIA.
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Energy Information Administration.
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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.
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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 2,241-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, that was contributed to the Partnership on May 1, 2013.
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ESA.
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Endangered Species Act.
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EPA.
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Environmental Protection Agency.
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EPAct of 2005.
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Energy Policy Act of 2005.
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ERISA.
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Employee Retirement Income Security Act of 1974.
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Exchange Act.
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Securities Exchange Act of 1934, as amended.
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FASB.
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Financial Accounting Standards Board.
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FERC.
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Federal Energy Regulatory Commission.
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Fractionation.
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The separation of the heterogeneous mixture of extracted NGLs into individual components for end-use sale.
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GAAP.
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Generally accepted accounting principles in the United States.
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Gas imbalance.
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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.
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General partner.
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Enable GP, LLC, a Delaware limited liability company, the general partner of Enable Midstream Partners, LP.
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GHG.
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Greenhouse gas.
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Gross margin.
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Total revenues minus cost of goods sold, excluding depreciation and amortization.
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HCA.
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High-consequence area.
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HLPSA.
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Hazardous Liquid Pipeline Safety Act of 1979.
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Hinshaw pipeline.
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A pipeline that is exempt from FERC’s NGA regulation if its operations are within a single state, if any gas received from interstate sources is received within the state and if its service is regulated by the state commission.
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ICA.
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Interstate Commerce Act.
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IRS.
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Internal Revenue Service.
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LDC.
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Local distribution company involved in the delivery of natural gas to consumers within a specific geographic area.
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Lean gas.
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Natural gas that is primarily methane without NGLs.
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LIBOR.
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London Interbank Offered Rate.
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LNG.
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Liquefied natural gas.
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MAOP.
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Maximum allowable operating pressure for gas pipelines.
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MBbl/d.
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Thousand barrels per day.
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MFA.
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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
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MMcf.
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Million cubic feet of natural gas.
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MMBtu.
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Million British thermal units.
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MMcf/d.
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Million cubic feet per day.
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MOP.
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Maximum operating pressure for hazardous liquid pipelines.
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MRT.
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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.
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NEPA.
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National Environmental Policy Act.
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NGA.
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Natural Gas Act of 1938.
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NGPA.
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Natural Gas Policy Act of 1978.
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NGPSA.
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Natural Gas Pipeline Safety Act of 1968.
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NGLs.
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Natural gas liquids, which are the hydrocarbon liquids contained within natural gas including condensate.
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NYMEX.
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New York Mercantile Exchange.
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NYSE.
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New York Stock Exchange.
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OCC.
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Oklahoma Corporation Commission.
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Offering.
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Initial public offering of Enable Midstream Partners, LP.
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OGE Energy.
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OGE Energy Corp., an Oklahoma corporation, and its subsidiaries, other than Enable Midstream Partners, LP.
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OPA.
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Oil Pollution Act.
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OSHA.
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Occupational Safety and Health Act of 1970.
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Partnership.
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Enable Midstream Partners, LP.
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PDO.
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Petition for a Declaratory Order. Petition filed with FERC to seek regulatory assurances for key terms of service offered during an open season.
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PHMSA.
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Pipeline and Hazardous Materials Safety Administration.
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PIPES Act.
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Pipeline Inspection, Protection, Enforcement, and Safety Act of 2006.
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Prospectus Directive.
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Directive 2003/71/EC and amendments thereto.
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PSA.
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Pipeline Safety Act of 1992.
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PSIA.
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Pipeline Safety Improvement Act of 2002.
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PVIR.
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Preventable Vehicle Incident Rate.
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RCRA.
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Resource Conservation and Recovery Act of 1976.
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RICE MACT.
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Reciprocating internal combustion engines maximum achievable control technology.
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Rich gas.
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Natural gas containing higher concentrations of NGLs that is usually produced in association with crude oil.
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SCOOP.
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South Central Oklahoma Oil Province.
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SDWA.
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Safe Drinking Water Act.
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SEC.
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Securities and Exchange Commission.
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Securities Act.
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Securities Act of 1933, as amended.
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SESH.
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Southeast Supply Header, LLC, in which the Partnership owns a 49.90% interest at December 31, 2014, that operates a 286-mile interstate natural gas pipeline from Perryville, Louisiana to southwestern Alabama near the Gulf Coast.
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Sponsors.
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CenterPoint Energy and OGE Energy.
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Superfund.
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Comprehensive Environmental Response, Compensation and Liability Act of 1980.
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Tailoring Rule.
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Prevention of Significant Deterioration and Title V Greenhouse Gas Tailoring Rule. Phases in permitting requirements for stationary sources of GHGs.
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TBtu.
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Trillion British thermal units.
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TBtu/d.
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Trillion British thermal units per day.
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Tcf.
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Trillion cubic feet of natural gas.
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Term Loan Facility.
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$1.05 billion senior unsecured term loan facility.
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TRIR.
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Total Recordable Incident Rate.
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WTI.
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West Texas Intermediate.
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2019 Notes.
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$500 million 2.400% senior notes due 2019.
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2024 Notes.
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$600 million 3.900% senior notes due 2024.
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2044 Notes.
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$550 million 5.000% senior notes due 2044.
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•
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changes in general economic conditions;
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•
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competitive conditions in our industry;
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•
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actions taken by our customers and competitors;
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•
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the supply and demand for natural gas, NGLs, crude oil and midstream services;
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•
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our ability to successfully implement our business plan;
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•
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our ability to complete internal growth projects on time and on budget;
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•
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the price and availability of debt and equity financing;
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•
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operating hazards and other risks incidental to transporting, storing and gathering natural gas, NGLs, crude oil and midstream products;
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•
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natural disasters, weather-related delays, casualty losses and other matters beyond our control;
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•
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interest rates;
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•
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labor relations;
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•
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large customer defaults;
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•
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changes in the availability and cost of capital;
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•
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changes in tax status;
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•
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the effects of existing and future laws and governmental regulations;
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•
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changes in insurance markets impacting costs and the level and types of coverage available;
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•
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the timing and extent of changes in commodity prices;
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•
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the suspension, reduction or termination of our customers’ obligations under our commercial agreements;
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•
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disruptions due to equipment interruption or failure at our facilities, or third-party facilities on which our business is dependent;
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•
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the effects of future litigation; and
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•
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other factors set forth in this report and our other filings with the SEC.
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•
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Capitalize on Organic Growth Opportunities Associated with Our Strategically Located Assets.
We own and operate assets servicing
four
of the largest basins in the United States, including some of the most productive shale plays in these basins. We expect to grow our business and distributable cash flow by developing new energy infrastructure projects to support new and existing customers as they expand beyond our current footprint. As a result of this expanding activity, we are constructing natural gas gathering and compression infrastructure, crude oil gathering infrastructure, and two additional processing facilities in Oklahoma that are expected to provide an additional 400 MMcf/d of processing capacity. For the year ended December 31, 2014, we invested $669 million in expansion capital expenditures.
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•
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Continue to Minimize Direct Commodity Price Exposure Through Long-Term, Fee-Based Contracts.
We continually seek ways to minimize our exposure to commodity price risk, and management believes that our focus on fee-based revenues reduces our direct commodity price exposure and is essential to maintaining stable cash flows and increasing our quarterly distributions over time. Since 2009, we have focused on increasing the percentage of long-term, fee-based contracts with our customers. For the year ended
December 31, 2014
,
72%
of our gross margin was generated from fee-based contracts. As we grow, we intend to maintain our focus on long-term, fee-based contracts.
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•
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Maintain Strong Customer Relationships to Attract New Volumes and Expand Beyond Our Existing Asset Footprint and Business Lines.
We plan to grow our business through our strong relationships with existing customers. Management believes that we have built a strong and loyal customer base through exemplary customer service and reliable project execution. We have invested in multiple organic growth projects in support of our existing and new customers. We
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•
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Grow Through Accretive Acquisitions and Disciplined Development.
We plan to pursue accretive acquisitions of complementary assets that provide attractive potential returns in new operating regions or midstream business lines. We will continue to analyze acquisition opportunities using disciplined financial and operating practices, including a process for evaluating and managing risks to cash distributions.
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•
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Leverage the Scale of Our Existing Assets to Realize Significant Synergies.
Given the complementary features of our assets, we expect operating synergies from the interconnection and optimization of our systems to increase our cash flows over time.
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•
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Anadarko Basin (Oklahoma, Texas Panhandle).
We currently operate in the liquids-rich Granite Wash, Cleveland, Tonkawa, Cana Woodford, SCOOP and Mississippi Lime plays. As of
December 31, 2014
, our assets include approximately
7,300
miles of natural gas gathering pipelines and
nine
natural gas processing plants with approximately
1,445
MMcf/d of processing capacity. We also have
two
processing plants under construction that will add
400
MMcf/d of processing capacity. For the year ended
December 31, 2014
, this system had average daily gathered throughput of approximately
1.38
TBtu/d of natural gas and produced
51,561
Bbl/d of NGLs. We currently serve over
200
producers in these areas and have secured
4.3 million
gross acres dedicated under long-term contracts in this basin. The majority of these arrangements are fee-based with long-term acreage dedications. These contracts provide for gathering and compression services, which are typically fee-based, and processing services under fee-based, percent-of-liquids, percent-of-proceeds or keep-whole structures.
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•
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Arkoma Basin (Oklahoma, Arkansas).
In Oklahoma, we operate in the rich and lean gas areas of the western portion of the Arkoma basin. In Arkansas, we operate in the eastern Arkoma and the Fayetteville Shale play. As of
December 31, 2014
, our assets include approximately
2,900
miles of natural gas gathering pipelines and
one
natural gas processing plant with approximately
60
MMcf/d of processing capacity. For the
year ended
December 31, 2014
,
this system had average daily gathered throughput of approximately
0.77
TBtu/d of natural gas and produced
4,408
Bbl/d of NGLs. We currently serve over
85
producers in these areas and have secured over
1.4 million
acres dedicated under long-term contracts in this basin. Additionally, in the lean gas area of the Fayetteville Shale we have secured fee-based contracts that provide minimum revenues in time periods when natural gas prices are depressed.
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•
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Ark-La-Tex Basin (Arkansas, Louisiana and Texas).
In Arkansas, Louisiana, and Texas, we operate primarily in the Haynesville, Cotton Valley and the lower Bossier plays. As of
December 31, 2014
, our assets include approximately
1,700
miles of natural gas gathering pipelines,
two
natural gas processing plants with approximately
545
MMcf/d of processing capacity, an NGL fractionation facility and approximately
40
miles of ethane pipelines. For the
year ended
December 31, 2014
,
this system had average daily gathered throughput of approximately
1.19
TBtu/d of natural gas
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•
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Williston Basin (North Dakota)
. In November 2013, we commenced operations on our initial crude oil gathering pipeline system, located in Dunn and McKenzie Counties in North Dakota, within the Bakken Shale formation. Additionally, in February 2014, we executed an agreement to gather crude oil production through a new system in Williams and Mountrail Counties in North Dakota that is expected to commence operations in the first quarter of 2015. During 2014, we placed most of the Dunn and McKenzie County crude oil gathering system into service and we expect to complete construction and place the Williams and Mountrail County system into service by the end of 2015. These systems will have a combined planned capacity of
49,500
barrels per day and are supported by over
0.2 million
gross acres dedicated under a long-term, minimum volume commitment agreement with XTO Energy Inc. (XTO), an affiliate of Exxon Mobil Corporation, to provide crude oil gathering along with water transportation and other complementary services. For the
year ended
December 31, 2014
,
the Dunn and McKenzie County crude oil gathering system had average daily throughput of approximately
3.6
MBbl/d.
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Asset/Basin
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Length
(miles)
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Compression
(Horsepower)
|
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Average
Gathering
Volume
(TBtu/d)
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Number of
Processing
Plants
|
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Processing
Capacity
(MMcf/d)
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NGLs
Produced
(Bbl/d)
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Gross Acreage
Dedications
(in millions)
|
|||||||
Anadarko Basin
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7,345
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558,636
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1.38
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9
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1,445
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51,561
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|
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4.3
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Arkoma Basin
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2,893
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|
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139,620
|
|
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0.77
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|
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1
|
|
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60
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4,408
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1.4
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Ark-La-Tex Basin
(1)
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1,673
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154,450
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1.19
|
|
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2
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|
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545
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|
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10,770
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|
|
0.7
|
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Total
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11,911
|
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852,706
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|
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3.34
|
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12
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2,050
|
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66,739
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6.4
|
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(1)
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Ark-La-Tex basin assets also include 14,500 Bbl/d of fractionation capacity and 6,300 Bbl/d of ethane pipeline capacity, which are not listed in the table.
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Processing Plant
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Year
Installed
|
|
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Type of Plant
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Average
Daily Inlet
Volumes
(MMcf/d)
|
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Inlet
Capacity
(MMcf/d)
|
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NGL Production Capacity (Bbl/d)
(1)
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|||
Anadarko
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Grady County Plant
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2016
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(2)
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Cryogenic
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—
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|
|
200
|
|
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28,000
|
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Bradley
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2015
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(3)
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Cryogenic
|
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—
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200
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|
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28,000
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McClure
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2013
|
|
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Cryogenic
|
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157
|
|
|
200
|
|
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22,000
|
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Wheeler
|
2012
|
|
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Cryogenic
|
|
196
|
|
|
200
|
|
|
22,000
|
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South Canadian
|
2011
|
|
|
Cryogenic
|
|
189
|
|
|
200
|
|
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26,000
|
|
Clinton
|
2009
|
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Cryogenic
|
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105
|
|
|
120
|
|
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14,000
|
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Roger Mills
(4)
|
2008
|
|
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Refrigeration
|
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25
|
|
|
100
|
|
|
—
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Canute
|
1996
|
|
|
Cryogenic
|
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48
|
|
|
60
|
|
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4,300
|
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Cox City
|
1994
|
|
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Cryogenic
|
|
157
|
|
|
180
|
|
|
14,500
|
|
Thomas
|
1981
|
|
|
Cryogenic
|
|
22
|
|
|
135
|
|
|
9,900
|
|
Calumet
|
1969
|
|
|
Lean Oil
|
|
68
|
|
|
250
|
|
|
8,000
|
|
Arkoma
|
|
|
|
|
|
|
|
|
|
|
|||
Wetumka
|
1983
|
|
|
Cryogenic
|
|
37
|
|
|
60
|
|
|
5,000
|
|
Ark-La-Tex
|
|
|
|
|
|
|
|
|
|
|
|||
Sligo
(5)
|
2004
|
|
|
Refrigeration
|
|
55
|
|
|
225
|
|
|
1,400
|
|
Waskom
|
1940
|
(6)
|
|
Cryogenic
|
|
256
|
|
|
320
|
|
|
14,500
|
|
Total
|
|
|
|
|
|
1,315
|
|
|
2,450
|
|
|
197,600
|
|
(1)
|
Excludes condensate capacity.
|
(2)
|
The Grady County Plant is under construction and estimated to be in service in the first quarter of 2016.
|
(3)
|
The Bradley Plant is under construction and estimated to be in service in the first quarter of 2015.
|
(4)
|
All of our processing plants are located on properties that are owned by us except for Roger Mills, which is located on property that is leased.
|
(5)
|
Average daily inlet volumes and inlet capacity includes 24 MMcf/d and 25MMcf/d, respectively, related to a separate cryogenic unit.
|
(6)
|
A processing plant has been in operation on the Waskom plant site since 1940. The Waskom plant was upgraded to cryogenic in 1995.
|
Asset
|
|
Length
(miles)
|
|
Capacity
|
|
Total Firm
Contracted
Capacity(Bcf/d)
|
|
Average
Throughput
Volume
(TBtu/d)
|
|
Percent of
Capacity
under
Firm
Contracts
|
|
Weighted
Average
Remaining
Firm
Contract
Life(years)
|
|||||||
Interstate Transportation
(1)
|
|
7,896
|
|
|
8.5
|
Bcf
|
/d
|
|
7.73
|
|
|
3.4
|
|
(2)
|
93
|
%
|
|
3.5
|
|
Intrastate Transportation
|
|
2,286
|
|
|
1.9
|
Bcf
|
/d
(3)
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
4.5
|
|
Storage
|
|
—
|
|
|
87.5
|
Bcf
|
|
|
65.10
|
|
|
—
|
|
|
74
|
%
|
|
3.3
|
|
(1)
|
Except with respect to length, this information does not include amounts for SESH. SESH is a non-consolidated entity in which we own a
49.90%
ownership interest.
|
(2)
|
Actual volumes transported per day may be less than total firm contracted capacity based on demand.
|
(3)
|
This represents the maximum single day receipts on the intrastate systems. Our Oklahoma intrastate pipeline system is a web-like configuration with multidirectional flow capabilities between numerous receipt and delivery points, which limits our ability to determine an overall system capacity. During the
year ended December 31, 2014
, the peak daily throughput was 1.9 TBtu/d or, on a volumetric basis,
1.9
Bcf/d.
|
Interstate Pipelines
(1)
|
||||||||||||||
Asset
|
Length
(miles)
|
|
Compression
(Horsepower)
|
|
Average
Throughput
(TBtu/d)
|
|
Capacity
(Bcf/d)
|
|
Storage
Capacity
(Bcf)
|
|||||
EGT
|
5,946
|
|
|
364,728
|
|
|
2.6
|
|
|
6.6
|
|
|
31.5
|
|
MRT
|
1,663
|
|
|
118,602
|
|
|
0.8
|
|
|
1.9
|
|
|
32.0
|
|
Total
|
7,609
|
|
|
483,330
|
|
|
3.4
|
|
|
8.5
|
|
|
63.5
|
|
(1)
|
Excludes SESH, which is accounted for as an equity investment and described under “—Other Assets” below.
|
•
|
rates, operating terms, conditions of service and service contracts;
|
•
|
certification and construction of new facilities or expansion of existing facilities;
|
•
|
extension or abandonment of services and facilities;
|
•
|
maintenance of accounts and records;
|
•
|
acquisition and disposition of facilities;
|
•
|
initiation and discontinuation of services;
|
•
|
depreciation and amortization policies;
|
•
|
conduct and relationship with certain affiliates;
|
•
|
market manipulation in connection with interstate natural gas sales, purchases or transportation; and
|
•
|
various other matters.
|
•
|
the overall cost of service, including operating costs and overhead;
|
•
|
the allocation of overhead and other administrative and general expenses to the regulated entity;
|
•
|
the appropriate capital structure to be utilized in calculating rates;
|
•
|
the appropriate rate of return on equity and interest rates on debt;
|
•
|
the rate base, including the proper starting rate base;
|
•
|
the throughput underlying the rate; and
|
•
|
the proper allowance for federal and state income taxes.
|
•
|
perform ongoing assessments of pipeline integrity;
|
•
|
identify and characterize applicable threats to pipeline segments that could impact an HCA;
|
•
|
improve data collection, integration and analysis;
|
•
|
repair and remediate pipelines as necessary; and
|
•
|
implement preventive and mitigating actions.
|
•
|
the fees and gross margins we realize with respect to the volume of natural gas and crude oil that we handle;
|
•
|
the prices of, levels of production of, and demand for natural gas and crude oil;
|
•
|
the volume of natural gas and crude oil we gather, compress, treat, dehydrate, process, fractionate, transport and store;
|
•
|
the relationship among prices for natural gas, NGLs and crude oil;
|
•
|
cash calls and settlements of hedging positions;
|
•
|
margin requirements on open price risk management assets and liabilities;
|
•
|
the level of competition from other midstream energy companies;
|
•
|
adverse effects of governmental and environmental regulation;
|
•
|
the level of our operation and maintenance expenses and general and administrative costs; and
|
•
|
prevailing economic conditions.
|
•
|
the level and timing of capital expenditures we make;
|
•
|
the cost of acquisitions;
|
•
|
our debt service requirements and other liabilities;
|
•
|
fluctuations in working capital needs;
|
•
|
our ability to borrow funds and access capital markets;
|
•
|
restrictions contained in our debt agreements;
|
•
|
the amount of cash reserves established by our general partner; and
|
•
|
other business risks affecting our cash levels.
|
•
|
the availability and cost of capital;
|
•
|
prevailing and projected commodity prices, including the prices of natural gas, NGLs and crude oil;
|
•
|
demand for natural gas, NGLs and crude oil;
|
•
|
levels of reserves;
|
•
|
geological considerations;
|
•
|
environmental or other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing; and
|
•
|
the availability of drilling rigs and other costs of production and equipment.
|
•
|
our joint venture partners may share certain approval rights over major decisions;
|
•
|
our joint venture partners may not pay their share of the joint venture’s obligations, leaving us liable for their shares of joint venture liabilities;
|
•
|
we may be unable to control the amount of cash we will receive from the joint venture;
|
•
|
we may incur liabilities as a result of an action taken by our joint venture partners;
|
•
|
we may be required to devote significant management time to the requirements of and matters relating to the joint ventures;
|
•
|
our insurance policies may not fully cover loss or damage incurred by both us and our joint venture partners in certain circumstances;
|
•
|
our joint venture partners may be in a position to take actions contrary to our instructions or requests or contrary to our policies or objectives; and
|
•
|
disputes between us and our joint venture partners may result in delays, litigation or operational impasses.
|
•
|
damage to pipelines and plants, related equipment and surrounding properties caused by hurricanes, tornadoes, floods, fires and other natural disasters, acts of terrorism and actions by third parties;
|
•
|
inadvertent damage from construction, vehicles, farm and utility equipment;
|
•
|
leaks of natural gas, crude oil and other hydrocarbons or losses of natural gas and crude oil as a result of the malfunction of equipment or facilities;
|
•
|
ruptures, fires and explosions; and
|
•
|
other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.
|
•
|
acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;
|
•
|
acquired businesses or assets could have environmental, permitting or other problems for which contractual protections prove inadequate;
|
•
|
we may assume liabilities that were not disclosed to us, that exceed our estimates, or for which our rights to indemnification from the seller are limited;
|
•
|
we may be unable to integrate acquired businesses successfully and realize anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems; and
|
•
|
acquisitions, or the pursuit of acquisitions, could disrupt our ongoing businesses, distract management, divert resources and make it difficult to maintain our current business standards, controls and procedures.
|
•
|
the ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or the financing may not be available on favorable terms, if at all;
|
•
|
a portion of cash flows will be required to make interest payments on the debt, reducing the funds that would otherwise be available for operations, future business opportunities and distributions;
|
•
|
our debt level will make us more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
|
•
|
our debt level may limit our flexibility in responding to changing business and economic conditions.
|
•
|
permit our subsidiaries to incur or guarantee additional debt;
|
•
|
incur or permit to exist certain liens on assets;
|
•
|
dispose of assets;
|
•
|
merge or consolidate with another company or engage in a change of control;
|
•
|
enter into transactions with affiliates on non-arm’s length terms; and
|
•
|
change the nature of our business.
|
•
|
rates, operating terms, conditions of service and service contracts;
|
•
|
certification and construction of new facilities;
|
•
|
extension or abandonment of services and facilities or expansion of existing facilities;
|
•
|
maintenance of accounts and records;
|
•
|
acquisition and disposition of facilities;
|
•
|
initiation and discontinuation of services;
|
•
|
depreciation and amortization policies;
|
•
|
conduct and relationship with certain affiliates;
|
•
|
market manipulation in connection with interstate sales, purchases or natural gas transportation; and
|
•
|
various other matters.
|
•
|
develop a baseline plan to prioritize the assessment of a covered pipeline segment;
|
•
|
identify and characterize applicable threats that could impact a high consequence area;
|
•
|
improve data collection, integration, and analysis;
|
•
|
repair and remediate pipelines as necessary; and
|
•
|
implement preventive and mitigating action.
|
•
|
Neither our partnership agreement nor any other agreement requires CenterPoint Energy or OGE Energy to pursue a business strategy that favors us. The directors and officers of CenterPoint Energy and OGE Energy have a fiduciary duty to make decisions in the best interests of the stockholders of their respective companies, which may be contrary to our interests. CenterPoint Energy and OGE Energy may choose to shift the focus of their investment and growth to areas not served by our assets.
|
•
|
Our general partner is allowed to take into account the interests of parties other than us, such as CenterPoint Energy and OGE Energy, in resolving conflicts of interest.
|
•
|
Some of the directors of our general partner are also directors of CenterPoint Energy or OGE Energy and will owe fiduciary duties to their respective companies. These individuals may also devote significant time to the business of CenterPoint Energy and OGE Energy.
|
•
|
Our partnership agreement replaces the fiduciary duties that would otherwise be owed to us by our general partner with contractual standards governing its duties, limits our general partner’s liabilities and restricts the remedies available to our unitholders for actions that, without such limitations, might constitute breaches of fiduciary duty.
|
•
|
Except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval.
|
•
|
Disputes may arise under our commercial agreements with CenterPoint Energy and OGE Energy.
|
•
|
Our general partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership units and the creation, reduction or increase of cash reserves, each of which can affect the amount of distributable cash flow.
|
•
|
Our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus, or an expansion or investment capital expenditure, which does not reduce operating surplus. This determination can affect the amount of cash that is distributed to our unitholders and the ability of the subordinated units to convert to common units.
|
•
|
Our general partner determines which costs incurred by it and its affiliates are reimbursable by us.
|
•
|
Our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make a distribution on the subordinated units, to make incentive distributions or to accelerate the expiration of the subordination period.
|
•
|
Our partnership agreement permits us to classify up to $300 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on our subordinated or general partner units or to our general partner in respect of the incentive distribution rights.
|
•
|
Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf.
|
•
|
Our general partner intends to limit its liability regarding our contractual and other obligations.
|
•
|
Our general partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if they own more than
90% of the common units. If our general partner and its affiliates reduce their ownership percentage to below 70% of the outstanding units, the ownership threshold to exercise the call right will be permanently reduced to 80%
.
|
•
|
Our general partner controls the enforcement of the obligations that it and its affiliates owe to us.
|
•
|
Our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
|
•
|
Our general partner may transfer its incentive distribution rights without unitholder approval.
|
•
|
Our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our general partner’s incentive distribution rights without the approval of the conflicts committee of the Board of Directors or our unitholders. This election may result in lower distributions to our common unitholders in certain situations.
|
•
|
how to allocate corporate opportunities among us and its other affiliates;
|
•
|
whether to exercise its limited call right;
|
•
|
whether to seek approval of the resolution of a conflict of interest by the conflicts committee of the Board of Directors;
|
•
|
whether to elect to reset target distribution levels;
|
•
|
whether to transfer the incentive distribution rights to a third party; and
|
•
|
whether or not to consent to any merger or consolidation of the Partnership or amendment to the partnership agreement.
|
•
|
whenever our general partner, the Board of Directors or any committee thereof (including the conflicts committee) makes a determination or takes, or declines to take, any other action in their respective capacities, our general partner, the Board of Directors and any committee thereof (including the conflicts committee), as applicable, is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the decision was in the best interests of the Partnership, and, except as specifically provided by our partnership agreement, will not be subject to any other or different standard imposed by our partnership agreement, Delaware law, or any other law, rule or regulation, or at equity;
|
•
|
our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as such decisions are made in good faith;
|
•
|
our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and
|
•
|
our general partner will not be in breach of its obligations under the partnership agreement (including any duties to us or our unitholders) if a transaction with an affiliate or the resolution of a conflict of interest is:
|
•
|
approved by the conflicts committee of the Board of Directors, although our general partner is not obligated to seek such approval;
|
•
|
approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner and its affiliates;
|
•
|
determined by the Board of Directors to be on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or
|
•
|
determined by the Board of Directors to be fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us.
|
•
|
our existing unitholders’ proportionate ownership interest in us will decrease;
|
•
|
the amount of distributable cash flow on each unit may decrease;
|
•
|
because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;
|
•
|
because the amount payable to holders of incentive distribution rights is based on a percentage of the total distributable cash flow, the distributions to holders of incentive distribution rights will increase even if the per unit distribution on common units remains the same;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of the common units may decline.
|
•
|
we were conducting business in a state but had not complied with that particular state’s partnership statute; or
|
•
|
a unitholder's right to act with other unitholders to remove or replace our general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitutes “control” of our business.
|
|
Common Units
|
|
|
||||||||
|
High
|
|
Low
|
|
Distribution per
common unit
|
||||||
Year ended December 31, 2014
|
|
|
|
|
|
||||||
Fourth Quarter
|
$
|
24.93
|
|
|
$
|
17.40
|
|
|
$
|
0.30875
|
|
Third Quarter
|
26.75
|
|
|
23.78
|
|
|
0.3025
|
|
|||
Second Quarter
(1)
|
26.19
|
|
|
22.20
|
|
|
0.2464
|
|
(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.
|
•
|
less
, the amount of cash reserves established by our general partner to:
|
•
|
provide for the proper conduct of our business (including cash reserves for our future capital expenditures, future acquisitions, and anticipated future debt service requirements and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings or rate proceedings under applicable law subsequent to that quarter);
|
•
|
comply with applicable law, any of our debt instruments or other agreements; or
|
•
|
provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters (provided that our general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent us from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter);
|
•
|
plus
, if our general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.
|
|
Total Quarterly
Distribution Per Unit
Target Amount
|
|
Marginal Percentage
Interest in Distributions
|
||||
|
Unitholders
|
|
General
Partner
|
||||
Minimum Quarterly Distribution
|
$0.2875
|
|
100.0
|
%
|
|
—
|
%
|
First Target Distribution
|
up to $0.330625
|
|
100.0
|
%
|
|
—
|
%
|
Second Target Distribution
|
above $0.330625 up to $0.359375
|
|
85.0
|
%
|
|
15.0
|
%
|
Third Target Distribution
|
above $0.359375 up to $0.431250
|
|
75.0
|
%
|
|
25.0
|
%
|
Thereafter
|
above $0.431250
|
|
50.0
|
%
|
|
50.0
|
%
|
•
|
distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded $1.15 per unit (the annualized minimum quarterly distribution), for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;
|
•
|
the adjusted operating surplus generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of $1.15 (the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units during those periods on a fully diluted basis; and
|
•
|
there are no arrearages in payment of the minimum quarterly distribution on the common units.
|
•
|
distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded $1.725 (150% of the annualized minimum quarterly distribution) for the four-consecutive-quarter period immediately preceding that date;
|
•
|
the adjusted operating surplus generated during the four-consecutive-quarter period immediately preceding that date equaled or exceeded the sum of (i) $1.725 per unit (150% of the annualized minimum quarterly distribution) on all of the outstanding common units and subordinated units during that period on a fully diluted basis and (ii) the corresponding distributions on the incentive distribution rights; and
|
•
|
there are no arrearages in payment of the minimum quarterly distributions on the common units.
|
•
|
the subordinated units held by any person will immediately and automatically convert into common units on a one-for-one basis, provided (i) neither such person nor any of its affiliates voted any of its units in favor of the removal and (ii) such person is not an affiliate of the successor general partner;
|
•
|
if all of the subordinated units convert pursuant to the foregoing, all cumulative common unit arrearages on the common units will be extinguished and the subordination period will end; and
|
•
|
our general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(In millions, except for unit, per unit and operating data)
|
||||||||||||||||||
Results of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
3,367
|
|
|
$
|
2,489
|
|
|
$
|
952
|
|
|
$
|
932
|
|
|
$
|
871
|
|
Cost of goods sold, excluding depreciation and amortization
|
1,914
|
|
|
1,313
|
|
|
129
|
|
|
101
|
|
|
98
|
|
|||||
Operation and maintenance
|
527
|
|
|
429
|
|
|
267
|
|
|
263
|
|
|
233
|
|
|||||
Depreciation and amortization
|
276
|
|
|
212
|
|
|
106
|
|
|
91
|
|
|
77
|
|
|||||
Impairments
|
8
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Taxes other than income
|
56
|
|
|
54
|
|
|
34
|
|
|
37
|
|
|
37
|
|
|||||
Operating income
|
586
|
|
|
469
|
|
|
416
|
|
|
440
|
|
|
426
|
|
|||||
Interest expense
|
(70
|
)
|
|
(67
|
)
|
|
(85
|
)
|
|
(90
|
)
|
|
(83
|
)
|
|||||
Equity in earnings of equity method affiliates
|
20
|
|
|
15
|
|
|
31
|
|
|
31
|
|
|
29
|
|
|||||
Interest income—affiliated companies
|
—
|
|
|
9
|
|
|
21
|
|
|
14
|
|
|
9
|
|
|||||
Step acquisition gain
|
—
|
|
|
—
|
|
|
136
|
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Income before income taxes
|
535
|
|
|
426
|
|
|
519
|
|
|
395
|
|
|
379
|
|
|||||
Income tax expense (benefit)
|
2
|
|
|
(1,192
|
)
|
|
203
|
|
|
163
|
|
|
155
|
|
|||||
Net income
|
$
|
533
|
|
|
$
|
1,618
|
|
|
$
|
316
|
|
|
$
|
232
|
|
|
$
|
224
|
|
Less: Net income attributable to noncontrolling interest
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Enable Midstream Partners, LP
|
$
|
530
|
|
|
$
|
1,615
|
|
|
$
|
316
|
|
|
$
|
232
|
|
|
$
|
224
|
|
Limited partners' interest in net income attributable to Enable Midstream Partners, LP
(1)
|
$
|
530
|
|
|
$
|
289
|
|
|
|
|
|
|
|
||||||
Basic and diluted earnings per common limited partner unit
(1)(2)
|
$
|
1.29
|
|
|
$
|
0.74
|
|
|
|
|
|
|
|
||||||
Basic and diluted earnings per subordinated limited partner unit
(3)
|
$
|
1.28
|
|
|
|
|
|
|
|
|
|
||||||||
Distributions declared per unit
(4)
|
$
|
0.4534
|
|
|
$
|
0.6086
|
|
|
|
|
|
|
|
||||||
Distributions declared per unit
(5)
|
$
|
0.8577
|
|
|
|
|
|
|
|
|
|
||||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
$
|
9,582
|
|
|
$
|
8,990
|
|
|
$
|
4,705
|
|
|
$
|
4,070
|
|
|
$
|
3,876
|
|
Total assets
|
11,837
|
|
|
11,232
|
|
|
6,482
|
|
|
5,796
|
|
|
5,463
|
|
|||||
Long-term debt, including current portion
|
2,544
|
|
|
2,483
|
|
|
1,762
|
|
|
1,568
|
|
|
1,671
|
|
|||||
Enable Midstream Partners, LP Partners’ Capital
|
8,792
|
|
|
8,148
|
|
|
3,215
|
|
|
2,898
|
|
|
2,666
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(In millions, except for unit, per unit and operating data)
|
||||||||||||||||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
769
|
|
|
$
|
648
|
|
|
$
|
451
|
|
|
$
|
662
|
|
|
$
|
308
|
|
Investing activities
|
(815
|
)
|
|
(140
|
)
|
|
(645
|
)
|
|
(560
|
)
|
|
(800
|
)
|
|||||
Financing activities
|
(50
|
)
|
|
(400
|
)
|
|
194
|
|
|
(102
|
)
|
|
492
|
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross margin
|
$
|
1,453
|
|
|
$
|
1,176
|
|
|
$
|
823
|
|
|
$
|
831
|
|
|
$
|
773
|
|
Adjusted EBITDA
|
$
|
868
|
|
|
$
|
729
|
|
|
$
|
561
|
|
|
$
|
570
|
|
|
$
|
543
|
|
Distributable cash flow
|
$
|
622
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gathered volumes—TBtu
|
1,221
|
|
|
1,113
|
|
|
874
|
|
|
794
|
|
|
647
|
|
|||||
Gathered volumes—TBtu/d
|
3.34
|
|
|
3.05
|
|
|
2.39
|
|
|
2.17
|
|
|
1.77
|
|
|||||
Natural gas processed volumes—TBtu
|
569
|
|
|
397
|
|
|
73
|
|
|
37
|
|
|
57
|
|
|||||
Natural gas processed volumes—TBtu/d
|
1.56
|
|
|
1.09
|
|
|
0.20
|
|
|
0.10
|
|
|
0.16
|
|
|||||
NGLs produced—MBbl/d
(6)
|
66.74
|
|
|
44.51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
NGLs sold—MBbl/d
(6)(8)
|
68.67
|
|
|
44.91
|
|
|
0.25
|
|
|
0.09
|
|
|
0.12
|
|
|||||
Condensate sold—MBbl/d
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Crude Oil - Gathered volumes—MBbl/d
(7)
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Transported volumes—TBtu
|
1,808
|
|
|
1,608
|
|
|
1,378
|
|
|
1,596
|
|
|
1,704
|
|
|||||
Transportation volumes—TBtu/d
|
4.95
|
|
|
4.41
|
|
|
3.76
|
|
|
4.37
|
|
|
4.67
|
|
|||||
Interstate firm contracted capacity—Bcf/d
|
7.73
|
|
|
8.01
|
|
|
7.94
|
|
|
8.12
|
|
|
8.88
|
|
|||||
Intrastate average deliveries—TBtu/d
|
1.61
|
|
|
1.58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Limited partners’ interest in net income attributable to Enable Midstream Partners, LP and basic and diluted earnings per unit reflect net income attributable to Enable Midstream Partners, LP subsequent to its formation as a limited partnership on May 1, 2013, as no limited partner units were outstanding prior to this date.
|
(2)
|
Historical basic and diluted earnings per common limited partner unit reflects the 1 for 1.279082616 reverse unit split effected on March 25, 2014.
|
(3)
|
Basic and diluted earnings per subordinated unit reflect net income attributable to the Partnership for periods subsequent to its Offering, as no subordinated units were outstanding prior to this date.
|
(4)
|
Distributions attributable to periods prior to the Offering are in accordance with the First Amended and Restated Agreement of Limited Partnership. Distributions declared per unit prior to the Offering relate to common units, as no subordinated units were outstanding prior to the date of the Offering.
|
(5)
|
Distributions attributable to periods subsequent to the Offering are in accordance with the Second Amended and Restated Agreement of Limited Partnership. Distributions declared per unit relate to common and subordinated units.
|
(6)
|
Excludes condensate.
|
(7)
|
Initial operation of our crude oil gathering system began on November 1, 2013.
|
(8)
|
NGLs sold includes volumes of NGLs withdrawn from inventory or purchased for system balancing purposes.
|
|
Fee-Based
|
|
|
||||||||
|
Demand/
Commitment/
Guaranteed
Return
|
|
Volume
Dependent
|
|
Commodity-
Based
|
|
Total
|
||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
||||
Gathering and Processing Segment
|
26
|
%
|
|
33
|
%
|
|
41
|
%
|
|
100
|
%
|
Transportation and Storage Segment
|
82
|
%
|
|
6
|
%
|
|
12
|
%
|
|
100
|
%
|
Partnership Weighted Average
|
50
|
%
|
|
22
|
%
|
|
28
|
%
|
|
100
|
%
|
December 31, 2014
|
Gathering and
Processing
|
|
Transportation
and Storage
|
|
Eliminations
|
|
Enable
Midstream
Partners, LP
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
2,424
|
|
|
$
|
1,577
|
|
|
$
|
(634
|
)
|
|
$
|
3,367
|
|
Cost of goods sold (excluding depreciation and amortization)
|
1,585
|
|
|
961
|
|
|
(632
|
)
|
|
1,914
|
|
||||
Gross margin on revenues
|
839
|
|
|
616
|
|
|
(2
|
)
|
|
1,453
|
|
||||
Operation and maintenance
|
297
|
|
|
232
|
|
|
(2
|
)
|
|
527
|
|
||||
Depreciation and amortization
|
160
|
|
|
116
|
|
|
—
|
|
|
276
|
|
||||
Impairment
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Taxes other than income tax
|
25
|
|
|
31
|
|
|
—
|
|
|
56
|
|
||||
Operating income
|
$
|
349
|
|
|
$
|
237
|
|
|
$
|
—
|
|
|
$
|
586
|
|
Equity in earnings of equity method affiliates
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
20
|
|
December 31, 2013
|
Gathering and
Processing
|
|
Transportation
and Storage
|
|
Eliminations
|
|
Enable
Midstream
Partners, LP
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
1,740
|
|
|
$
|
1,149
|
|
|
$
|
(400
|
)
|
|
$
|
2,489
|
|
Cost of goods sold (excluding depreciation and amortization)
|
1,075
|
|
|
636
|
|
|
(398
|
)
|
|
1,313
|
|
||||
Gross margin on revenues
|
665
|
|
|
513
|
|
|
(2
|
)
|
|
1,176
|
|
||||
Operation and maintenance
|
222
|
|
|
209
|
|
|
(2
|
)
|
|
429
|
|
||||
Depreciation and amortization
|
117
|
|
|
95
|
|
|
—
|
|
|
212
|
|
||||
Impairment
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Taxes other than income tax
|
20
|
|
|
34
|
|
|
—
|
|
|
54
|
|
||||
Operating income
|
$
|
294
|
|
|
$
|
175
|
|
|
$
|
—
|
|
|
$
|
469
|
|
Equity in earnings of equity method affiliates
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
December 31, 2012
|
Gathering and
Processing
|
|
Transportation
and Storage
|
|
Eliminations
|
|
Enable
Midstream
Partners, LP
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
502
|
|
|
$
|
502
|
|
|
$
|
(52
|
)
|
|
$
|
952
|
|
Cost of goods sold (excluding depreciation and amortization)
|
124
|
|
|
55
|
|
|
(50
|
)
|
|
129
|
|
||||
Gross margin on revenues
|
378
|
|
|
447
|
|
|
(2
|
)
|
|
823
|
|
||||
Operation and maintenance
|
114
|
|
|
155
|
|
|
(2
|
)
|
|
267
|
|
||||
Depreciation and amortization
|
50
|
|
|
56
|
|
|
—
|
|
|
106
|
|
||||
Taxes other than income tax
|
5
|
|
|
29
|
|
|
—
|
|
|
34
|
|
||||
Operating income
|
$
|
209
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
416
|
|
Equity in earnings of equity method affiliates
|
$
|
5
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Operating Data:
|
|
|
|
|||||
Gathered volumes—TBtu
|
1,221
|
|
|
1,113
|
|
|
874
|
|
Gathered volumes—TBtu/d
(1)
|
3.34
|
|
|
3.05
|
|
|
2.39
|
|
Natural gas processed volumes—TBtu
|
569
|
|
|
397
|
|
|
73
|
|
Natural gas processed volumes—TBtu/d
(1)
|
1.56
|
|
|
1.09
|
|
|
0.20
|
|
NGLs produced—MBbl/d
(1)(2)
|
66.74
|
|
|
44.51
|
|
|
—
|
|
NGLs sold—MBbl/d
(1)(2)(4)
|
68.67
|
|
|
44.91
|
|
|
0.25
|
|
Condensate sold—MBbl/d
(1)
|
4.38
|
|
|
1.88
|
|
|
—
|
|
Crude Oil - Gathered volumes—MBbl/d
(3)
|
3.64
|
|
|
—
|
|
|
—
|
|
Transported volumes—TBtu
|
1,808
|
|
|
1,608
|
|
|
1,378
|
|
Transportation volumes—TBtu/d
(1)
|
4.95
|
|
|
4.41
|
|
|
3.76
|
|
Interstate firm contracted capacity—Bcf/d
(1)
|
7.73
|
|
|
8.01
|
|
|
7.94
|
|
Intrastate average deliveries—TBtu/d
(1)
|
1.61
|
|
|
1.58
|
|
|
—
|
|
(1)
|
2013 daily averages are computed utilizing a 365 day convention, and are not computed using a weighted average convention for the acquisition of Enogex.
|
(2)
|
Excludes condensate.
|
(3)
|
Initial operation of our crude oil gathering system began on November 1, 2013.
|
(4)
|
NGLs sold includes volumes of NGLs withdrawn from inventory or purchased for system balancing purposes.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Operating Income
|
$
|
586
|
|
|
$
|
469
|
|
|
$
|
416
|
|
Other Income (Expense):
|
|
|
|
|
|
||||||
Interest expense
|
(70
|
)
|
|
(67
|
)
|
|
(85
|
)
|
|||
Equity in earnings of equity method affiliates
|
20
|
|
|
15
|
|
|
31
|
|
|||
Interest income—affiliated companies
|
—
|
|
|
9
|
|
|
21
|
|
|||
Step acquisition gain
|
—
|
|
|
—
|
|
|
136
|
|
|||
Other, net
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Total Other Income (Expense)
|
(51
|
)
|
|
(43
|
)
|
|
103
|
|
|||
Income Before Income Taxes
|
535
|
|
|
426
|
|
|
519
|
|
|||
Income tax expense (benefit)
|
2
|
|
|
(1,192
|
)
|
|
203
|
|
|||
Net Income
|
$
|
533
|
|
|
$
|
1,618
|
|
|
$
|
316
|
|
Less: Net income attributable to noncontrolling interest
|
3
|
|
|
3
|
|
|
—
|
|
|||
Net Income attributable to Enable Midstream Partners, LP
|
$
|
530
|
|
|
$
|
1,615
|
|
|
$
|
316
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Other Financial Data:
|
|
|
|
|
|
||||||
Gross Margin
(1)
|
$
|
1,453
|
|
|
$
|
1,176
|
|
|
$
|
823
|
|
Adjusted EBITDA
(1)
|
868
|
|
|
729
|
|
|
561
|
|
|||
Distributable cash flow
(1)
|
622
|
|
|
496
|
|
|
366
|
|
(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.
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Reconciliation of Gross Margin to Revenue:
|
|
|
|
|
|
||||||
Revenues
|
$
|
3,367
|
|
|
$
|
2,489
|
|
|
$
|
952
|
|
Cost of goods sold, excluding depreciation and amortization
|
1,914
|
|
|
1,313
|
|
|
129
|
|
|||
Gross margin
|
$
|
1,453
|
|
|
$
|
1,176
|
|
|
$
|
823
|
|
|
|
|
|
|
|
||||||
Reconciliation of Adjusted EBITDA and distributable cash flow to net income attributable to controlling interest:
|
|
|
|
|
|
||||||
Net income attributable to Enable Midstream Partners, LP
|
$
|
530
|
|
|
$
|
1,615
|
|
|
$
|
316
|
|
Add:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
276
|
|
|
212
|
|
|
106
|
|
|||
Interest expense, net of interest income
|
70
|
|
|
58
|
|
|
64
|
|
|||
Income tax expense (benefit)
|
2
|
|
|
(1,192
|
)
|
|
203
|
|
|||
EBITDA
|
$
|
878
|
|
|
$
|
693
|
|
|
$
|
689
|
|
Add:
|
|
|
|
|
|
||||||
Loss on extinguishment of debt
|
4
|
|
|
—
|
|
|
—
|
|
|||
Distributions from equity method affiliates
(1)
|
23
|
|
|
24
|
|
|
39
|
|
|||
Other non-cash losses
|
22
|
|
|
15
|
|
|
—
|
|
|||
Impairment
|
8
|
|
|
12
|
|
|
—
|
|
|||
Less:
|
|
|
|
|
|
||||||
Other non-cash items
|
(47
|
)
|
|
—
|
|
|
—
|
|
|||
Equity in earnings of equity method affiliates
|
(20
|
)
|
|
(15
|
)
|
|
(31
|
)
|
|||
Step acquisition gain
|
—
|
|
|
—
|
|
|
(136
|
)
|
|||
Adjusted EBITDA
|
$
|
868
|
|
|
$
|
729
|
|
|
$
|
561
|
|
Less:
|
|
|
|
|
|
||||||
Adjusted interest expense, net
(2)
|
(82
|
)
|
|
(69
|
)
|
|
(64
|
)
|
|||
Maintenance capital expenditures
|
(164
|
)
|
|
(164
|
)
|
|
(131
|
)
|
|||
Distributable cash flow
|
$
|
622
|
|
|
$
|
496
|
|
|
$
|
366
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Reconciliation of Adjusted EBITDA to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
769
|
|
|
$
|
648
|
|
|
$
|
451
|
|
Interest expense, net of interest income
|
70
|
|
|
58
|
|
|
64
|
|
|||
Net income attributable to noncontrolling interest
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Income tax expense (benefit)
|
2
|
|
|
(1,192
|
)
|
|
203
|
|
|||
Deferred income tax (expense) benefit
|
(1
|
)
|
|
1,194
|
|
|
(196
|
)
|
|||
Equity in earnings of equity method affiliates, net of distributions
(1)
|
(3
|
)
|
|
(9
|
)
|
|
(8
|
)
|
|||
Impairment
|
(8
|
)
|
|
(12
|
)
|
|
—
|
|
|||
Step acquisition gain
|
—
|
|
|
—
|
|
|
136
|
|
|||
Other non-cash items
|
(12
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Changes in operating working capital which (provided) used cash:
|
|
|
|
|
|
||||||
Accounts receivable
|
(53
|
)
|
|
85
|
|
|
8
|
|
|||
Accounts payable
|
140
|
|
|
(65
|
)
|
|
6
|
|
|||
Other, including changes in noncurrent assets and liabilities
|
(23
|
)
|
|
(10
|
)
|
|
25
|
|
|||
EBITDA
|
$
|
878
|
|
|
$
|
693
|
|
|
$
|
689
|
|
Add:
|
|
|
|
|
|
||||||
Impairment
|
8
|
|
|
12
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
4
|
|
|
—
|
|
|
—
|
|
|||
Distributions from equity method affiliates (1)
|
23
|
|
|
24
|
|
|
39
|
|
|||
Other non-cash losses
|
22
|
|
|
15
|
|
|
—
|
|
|||
Less:
|
|
|
|
|
|
||||||
Other non-cash items
|
(47
|
)
|
|
|
|
|
|||||
Equity in earnings of equity method affiliates
|
(20
|
)
|
|
(15
|
)
|
|
(31
|
)
|
|||
Step acquisition gain
|
—
|
|
|
—
|
|
|
(136
|
)
|
|||
Adjusted EBITDA
|
$
|
868
|
|
|
$
|
729
|
|
|
$
|
561
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Net cash provided by operating activities
|
$
|
769
|
|
|
$
|
648
|
|
|
$
|
451
|
|
Net cash (used in) provided by investing activities
|
(815
|
)
|
|
(140
|
)
|
|
(645
|
)
|
|||
Net cash provided by (used in) financing activities
|
(50
|
)
|
|
(400
|
)
|
|
194
|
|
•
|
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
year ended December 31, 2014
; and
|
•
|
excluding the acquisition of Enogex:
|
•
|
higher Gathering and Processing gross margin of $32 million;
|
•
|
higher Transportation and Storage gross margin of $59 million; and
|
•
|
higher payroll related expenses of $29 million and higher non-capital costs of $16 million, offset by lower integration costs of $9 million and other costs of $8 million, all within operation and maintenance expenses.
|
•
|
the acquisition of Enogex on May 1, 2013, which added $326 million in gross margin and $134 million in operation and maintenance expenses during the
year ended December 31, 2013
; and
|
•
|
excluding the acquisition of Enogex:
|
•
|
higher Gathering and Processing gross margin of $44 million;
|
•
|
lower Transportation and Storage gross margin of $17 million;
|
•
|
integration costs of $8 million, higher payroll related expenses of $11 million and higher contracts and services expenses of $6 million, all within operation and maintenance expenses; and
|
•
|
the impact of the timing of payments and receipts on changes in assets and liabilities.
|
•
|
higher gathering and processing capital expenditures of $299 million;
|
•
|
the payment of $434 million on notes receivable-affiliated companies in 2013;
|
•
|
investment in equity method affiliates of $189 million;
|
•
|
lower transportation and storage capital expenditures of $45 million; and
|
•
|
distributions from equity method affiliates of $198 million in 2014.
|
•
|
flat gathering and processing capital expenditures, including acquisitions of $360 million in 2012;
|
•
|
higher transportation and storage capital expenditures of $10 million; and
|
•
|
the receipt of $514 million on notes receivable-affiliated companies.
|
•
|
decrease in gross borrowings under the Revolving Credit Facility of $1,011 million and decrease in gross repayments of $267 million;
|
•
|
issuance of commercial paper of $253 million in 2014;
|
•
|
decrease in notes payable-affiliated companies of $1,542 million;
|
•
|
increase in capital contributions from partners of $421 million; and
|
•
|
increase in distributions to partners of $346 million.
|
•
|
the net cash used in financing activities of $217 million for the
year ended December 31, 2013
resulting from the financing transactions associated with our formation and the acquisition of Enogex on May 1, 2013, compared to net cash provided from notes payable-affiliated companies of $194 million for the
year ended December 31, 2012
; and
|
•
|
the distribution of $183 million to partners in the
year ended December 31, 2013
.
|
•
|
cash on hand;
|
•
|
cash generated from operations;
|
•
|
proceeds of commercial paper issuances and borrowings under our Revolving Credit facility; and
|
•
|
capital raised through debt and equity markets
|
•
|
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, which are cash expenditures incurred for acquisitions or capital improvements that we expect will increase our operating income or operating capacity over the long term.
|
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
|
|
November 4, 2014
|
|
November 14, 2014
|
|
0.3025
|
|
|
128
|
|
||
December 31, 2014
|
|
February 4, 2015
|
|
February 13, 2015
|
|
0.30875
|
|
|
130
|
|
(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.
|
|
2015-2016
|
|
2017-2018
|
|
After 2018
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Maturities of short-term debt
|
$
|
253
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Maturities of long-term debt
(1)(2)
|
—
|
|
|
—
|
|
|
1,900
|
|
|
1,900
|
|
||||
Notes payable—affiliated companies
(3)
|
—
|
|
|
363
|
|
|
—
|
|
|
363
|
|
||||
Noncancellable operating leases
|
19
|
|
|
6
|
|
|
1
|
|
|
26
|
|
||||
Other purchase obligations and commitments
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Total contractual obligations
|
$
|
278
|
|
|
$
|
369
|
|
|
$
|
1,901
|
|
|
$
|
2,295
|
|
(1)
|
Estimated contractual interest payments associated with long-term debt are $157 million, $157 million and $859 million in 2015 through 2016, 2017 through 2018 and after 2018, respectively. The Revolving Credit Facility estimated contractual interest payments are calculated utilizing the respective variable interest rates as of
December 31, 2014
.
|
(2)
|
Excludes premium on Enable Oklahoma Senior Notes of
$28 million
.
|
(3)
|
Estimated contractual interest payments associated with notes payable-affiliated companies are $16 million, $8 million and $-0- in 2015 through 2016, 2017 through 2018 and after 2018, respectively.
|
|
|
Interstate Transportation
and Storage
|
|
Enable Oklahoma Gathering and Processing
|
|
Field Services
|
||||||
|
|
(In millions, except percentages)
|
||||||||||
Allocated Goodwill
|
|
$
|
579
|
|
|
$
|
439
|
|
|
$
|
50
|
|
Excess fair value over carrying value
|
|
25.4
|
%
|
|
17.8
|
%
|
|
90.7
|
%
|
Historical Year Ended December 31, 2014
|
Gathering and
Processing
|
|
Transportation
and Storage
|
|
Eliminations
|
|
Enable
Midstream
Partners, LP
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
2,424
|
|
|
$
|
1,577
|
|
|
$
|
(634
|
)
|
|
$
|
3,367
|
|
Cost of goods sold (excluding depreciation and amortization)
|
1,585
|
|
|
961
|
|
|
(632
|
)
|
|
1,914
|
|
||||
Gross margin on revenues
|
839
|
|
|
616
|
|
|
(2
|
)
|
|
1,453
|
|
||||
Operation and maintenance
|
297
|
|
|
232
|
|
|
(2
|
)
|
|
527
|
|
||||
Depreciation and amortization
|
160
|
|
|
116
|
|
|
—
|
|
|
276
|
|
||||
Impairment
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Taxes other than income tax
|
25
|
|
|
31
|
|
|
—
|
|
|
56
|
|
||||
Operating income
|
$
|
349
|
|
|
$
|
237
|
|
|
$
|
—
|
|
|
$
|
586
|
|
Equity in earnings of equity method affiliates
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
20
|
|
Pro forma Year Ended December 31, 2013
|
Gathering and
Processing
|
|
Transportation
and Storage
|
|
Eliminations
|
|
Enable
Midstream
Partners, LP
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
2,209
|
|
|
$
|
1,447
|
|
|
$
|
(536
|
)
|
|
$
|
3,120
|
|
Cost of goods sold (excluding depreciation and amortization)
|
1,447
|
|
|
885
|
|
|
(534
|
)
|
|
1,798
|
|
||||
Gross margin on revenues
|
762
|
|
|
562
|
|
|
(2
|
)
|
|
1,322
|
|
||||
Operation and maintenance
|
269
|
|
|
226
|
|
|
(2
|
)
|
|
493
|
|
||||
Depreciation and amortization
|
162
|
|
|
107
|
|
|
—
|
|
|
269
|
|
||||
Impairment
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Taxes other than income tax
|
24
|
|
|
38
|
|
|
—
|
|
|
62
|
|
||||
Operating income
|
$
|
295
|
|
|
$
|
191
|
|
|
$
|
—
|
|
|
$
|
486
|
|
Equity in earnings of equity method affiliates
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
Year Ended December 31,
|
||||
|
Historical
|
|
Pro Forma
|
||
|
2014
|
|
2013
|
||
Operating Data:
|
|
|
|
||
Gathered volumes—TBtu
|
1,221
|
|
|
1,298
|
|
Gathered volumes—TBtu/d
|
3.34
|
|
|
3.56
|
|
Natural gas processed volumes—TBtu
|
569
|
|
|
524
|
|
Natural gas processed volumes—TBtu/d
|
1.56
|
|
|
1.44
|
|
NGLs produced - MBbl/d
(1)
|
66.74
|
|
|
59.45
|
|
NGLs sold - MBbl/d
(1)(3)
|
68.67
|
|
|
59.82
|
|
Condensate sold - MBbl/d
|
4.38
|
|
|
2.96
|
|
Crude Oil - Gathered volumes - MBbl/d
(2)
|
3.64
|
|
|
—
|
|
Transported volumes—TBtu
|
1,808
|
|
|
1,803
|
|
Transportation volumes—TBtu/d
|
4.95
|
|
|
4.94
|
|
Interstate firm contracted capacity—Bcf/d
|
7.73
|
|
|
8.01
|
|
Intrastate Transported volumes - TBtu/d
|
1.61
|
|
|
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.
|
|
Year Ended December 31,
|
||||||
|
Historical
|
|
Pro Forma
|
||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Operating Income
|
$
|
586
|
|
|
$
|
486
|
|
Other Income (Expense):
|
|
|
|
||||
Interest expense
|
(70
|
)
|
|
(49
|
)
|
||
Equity in earnings of equity method affiliates
|
20
|
|
|
12
|
|
||
Interest income—affiliated companies
|
—
|
|
|
—
|
|
||
Other, net
|
(1
|
)
|
|
9
|
|
||
Total Other Income (Expense)
|
(51
|
)
|
|
(28
|
)
|
||
Income Before Income Taxes
|
535
|
|
|
458
|
|
||
Income tax expense (benefit)
|
2
|
|
|
4
|
|
||
Net Income
|
$
|
533
|
|
|
$
|
454
|
|
Less: Net income attributable to noncontrolling interest
|
3
|
|
|
3
|
|
||
Net Income attributable to Enable Midstream Partners, LP
|
$
|
530
|
|
|
$
|
451
|
|
|
Enable Midstream Partners, LP Historical
|
|
Enogex Historical
|
|
Pro Forma Adjustments
|
|
Pro Forma
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
|
$
|
2,489
|
|
|
$
|
630
|
|
|
$
|
1
|
|
A
|
$
|
3,120
|
|
Cost of goods sold, excluding depreciation and amortization
|
1,313
|
|
|
489
|
|
|
(4
|
)
|
A
|
1,798
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Operation and maintenance
|
429
|
|
|
64
|
|
|
—
|
|
|
493
|
|
||||
Depreciation and amortization
|
212
|
|
|
37
|
|
|
20
|
|
A
|
269
|
|
||||
Impairment
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Taxes other than income tax
|
54
|
|
|
8
|
|
|
—
|
|
|
62
|
|
||||
Total Operating Expenses
|
707
|
|
|
109
|
|
|
20
|
|
|
836
|
|
||||
Operating income
|
469
|
|
|
32
|
|
|
(15
|
)
|
|
486
|
|
||||
Other Income (Expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(67
|
)
|
|
(10
|
)
|
|
31
|
|
B
|
(49
|
)
|
||||
|
|
|
|
|
|
|
2
|
|
B
|
|
|
||||
|
|
|
|
|
|
|
(7
|
)
|
C
|
|
|
||||
|
|
|
|
|
|
|
(1
|
)
|
D
|
|
|
||||
|
|
|
|
|
3
|
|
A
|
|
|||||||
Equity in earnings of equity method affiliates
|
15
|
|
|
—
|
|
|
(3
|
)
|
F
|
12
|
|
||||
Interest income—affiliated companies
|
9
|
|
|
—
|
|
|
(9
|
)
|
B
|
—
|
|
||||
Other, net
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Total Other Income (Expense)
|
(43
|
)
|
|
(1
|
)
|
|
16
|
|
|
(28
|
)
|
||||
Income Before Income Taxes
|
426
|
|
|
31
|
|
|
1
|
|
|
458
|
|
||||
Income tax expense (benefit)
|
(1,192
|
)
|
|
—
|
|
|
1,196
|
|
E
|
4
|
|
||||
Net Income
|
1,618
|
|
|
31
|
|
|
(1,195
|
)
|
|
454
|
|
||||
Less: Net income attributable to noncontrolling interest
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Net Income attributable to Enable Midstream Partners, LP
|
$
|
1,615
|
|
|
$
|
31
|
|
|
$
|
(1,195
|
)
|
|
$
|
451
|
|
|
Year Ended December 31,
|
||||||
|
Historical
|
|
Pro Forma
|
||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Reconciliation of Gross Margin to Revenue:
|
|
|
|
||||
Revenues
|
$
|
3,367
|
|
|
$
|
3,120
|
|
Cost of goods sold, excluding depreciation and amortization
|
1,914
|
|
|
1,798
|
|
||
Gross margin
|
$
|
1,453
|
|
|
$
|
1,322
|
|
Reconciliation of Adjusted EBITDA and distributable cash flow to net income attributable to controlling interest:
|
|
|
|
||||
Net income attributable to Enable Midstream Partners, LP
|
$
|
530
|
|
|
$
|
451
|
|
Add:
|
|
|
|
||||
Depreciation and amortization expense
|
276
|
|
|
269
|
|
||
Interest expense, net of interest income
|
70
|
|
|
49
|
|
||
Income tax expense (benefit)
|
2
|
|
|
4
|
|
||
EBITDA
|
$
|
878
|
|
|
$
|
773
|
|
Add:
|
|
|
|
||||
Loss on extinguishment of debt
|
4
|
|
|
—
|
|
||
Distributions from equity method affiliates
(1)
|
23
|
|
|
16
|
|
||
Other non-recurring losses
|
22
|
|
|
—
|
|
||
Impairment
|
8
|
|
|
12
|
|
||
Less:
|
|
|
|
||||
Other non-cash items
|
(47
|
)
|
|
—
|
|
||
Equity in earnings of equity method affiliates
|
(20
|
)
|
|
(12
|
)
|
||
Gain on disposition
|
—
|
|
|
(10
|
)
|
||
Adjusted EBITDA
|
$
|
868
|
|
|
$
|
779
|
|
Less:
|
|
|
|
||||
Adjusted interest expense, net
(2)
|
(82
|
)
|
|
(61
|
)
|
||
Maintenance capital expenditures
|
(164
|
)
|
|
(174
|
)
|
||
Distributable cash flow
|
$
|
622
|
|
|
$
|
544
|
|
(1)
|
Excludes $198 million in special distributions for the return of investment in SESH for the
year ended December 31, 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.”
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions, except per unit data)
|
||||||||||
Revenues (including revenues from affiliates (Note 13))
|
$
|
3,367
|
|
|
$
|
2,489
|
|
|
$
|
952
|
|
Cost of Goods Sold, excluding depreciation and amortization (including expenses from affiliates (Note 13))
|
1,914
|
|
|
1,313
|
|
|
129
|
|
|||
Operating Expenses:
|
|
|
|
|
|
||||||
Operation and maintenance (including expenses from affiliates (Note 13))
|
527
|
|
|
429
|
|
|
267
|
|
|||
Depreciation and amortization
|
276
|
|
|
212
|
|
|
106
|
|
|||
Impairment
|
8
|
|
|
12
|
|
|
—
|
|
|||
Taxes other than income taxes
|
56
|
|
|
54
|
|
|
34
|
|
|||
Total Operating Expenses
|
867
|
|
|
707
|
|
|
407
|
|
|||
Operating Income
|
586
|
|
|
469
|
|
|
416
|
|
|||
Other Income (Expense):
|
|
|
|
|
|
||||||
Interest expense (including expenses from affiliates (Note 13))
|
(70
|
)
|
|
(67
|
)
|
|
(85
|
)
|
|||
Equity in earnings of equity method affiliates
|
20
|
|
|
15
|
|
|
31
|
|
|||
Interest income—affiliated companies
|
—
|
|
|
9
|
|
|
21
|
|
|||
Step acquisition gain
|
—
|
|
|
—
|
|
|
136
|
|
|||
Other, net
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Total Other Income (Expense)
|
(51
|
)
|
|
(43
|
)
|
|
103
|
|
|||
Income Before Income Taxes
|
535
|
|
|
426
|
|
|
519
|
|
|||
Income tax expense (benefit)
|
2
|
|
|
(1,192
|
)
|
|
203
|
|
|||
Net Income
|
$
|
533
|
|
|
$
|
1,618
|
|
|
$
|
316
|
|
Less: Net income attributable to noncontrolling interest
|
3
|
|
|
3
|
|
|
—
|
|
|||
Net Income attributable to Enable Midstream Partners, LP
|
$
|
530
|
|
|
$
|
1,615
|
|
|
$
|
316
|
|
Limited partners' interest in net income attributable to Enable Midstream Partners, LP (Note 4)
|
$
|
530
|
|
|
289
|
|
|
$
|
—
|
|
|
Basic and diluted earnings per common limited partner unit (Note 4)
|
$
|
1.29
|
|
|
$
|
0.74
|
|
|
$
|
—
|
|
Basic and diluted earnings per subordinated limited partner unit (Note 4)
|
$
|
1.28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Basic and diluted weighted average number of outstanding common limited partner units (Note 4)
|
264
|
|
|
390
|
|
|
—
|
|
|||
Basic and diluted weighted average number of outstanding subordinated limited partner units (Note 4)
|
148
|
|
|
—
|
|
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Net income
|
$
|
533
|
|
|
$
|
1,618
|
|
|
$
|
316
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
533
|
|
|
1,618
|
|
|
316
|
|
|||
Less: Comprehensive income attributable to noncontrolling interest
|
3
|
|
|
3
|
|
|
—
|
|
|||
Comprehensive income attributable to Enable Midstream Partners, LP
|
$
|
530
|
|
|
$
|
1,615
|
|
|
$
|
316
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Current Assets:
|
|
||||||
Cash and cash equivalents
|
$
|
12
|
|
|
$
|
108
|
|
Accounts receivable
|
254
|
|
|
306
|
|
||
Accounts receivable—affiliated companies
|
27
|
|
|
28
|
|
||
Inventory
|
63
|
|
|
83
|
|
||
Gas imbalances
|
45
|
|
|
10
|
|
||
Other current assets
|
37
|
|
|
14
|
|
||
Total current assets
|
438
|
|
|
549
|
|
||
Property, Plant and Equipment:
|
|
|
|
||||
Property, plant and equipment
|
10,464
|
|
|
9,655
|
|
||
Less accumulated depreciation and amortization
|
882
|
|
|
665
|
|
||
Property, plant and equipment, net
|
9,582
|
|
|
8,990
|
|
||
Other Assets:
|
|
|
|
||||
Intangible assets, net
|
357
|
|
|
383
|
|
||
Goodwill
|
1,068
|
|
|
1,068
|
|
||
Investment in equity method affiliates
|
348
|
|
|
198
|
|
||
Other
|
44
|
|
|
44
|
|
||
Total other assets
|
1,817
|
|
|
1,693
|
|
||
Total Assets
|
$
|
11,837
|
|
|
$
|
11,232
|
|
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
275
|
|
|
$
|
400
|
|
Accounts payable—affiliated companies
|
38
|
|
|
40
|
|
||
Short-term debt
|
253
|
|
|
204
|
|
||
Taxes accrued
|
23
|
|
|
20
|
|
||
Gas imbalances
|
13
|
|
|
13
|
|
||
Other
|
69
|
|
|
43
|
|
||
Total current liabilities
|
671
|
|
|
720
|
|
||
Other Liabilities:
|
|
|
|
||||
Accumulated deferred income taxes, net
|
9
|
|
|
8
|
|
||
Notes payable—affiliated companies
|
363
|
|
|
363
|
|
||
Regulatory liabilities
|
16
|
|
|
16
|
|
||
Other
|
27
|
|
|
28
|
|
||
Total other liabilities
|
415
|
|
|
415
|
|
||
Long-Term Debt
|
1,928
|
|
|
1,916
|
|
||
Commitments and Contingencies (Note 14)
|
|
|
|
||||
Partners’ Capital:
|
|
|
|
||||
Common units (214,417,908 issued and outstanding at December 31, 2014 and 390,014,360 issued and outstanding at December 31, 2013)
|
4,353
|
|
|
8,148
|
|
||
Subordinated units (207,855,430 issued and outstanding at December 31, 2014 and 0 issued and outstanding at December 31, 2013, respectively)
|
4,439
|
|
|
—
|
|
||
Total partners' capital attributable to Enable Midstream Partners, LP Partners’ Capital
|
8,792
|
|
|
8,148
|
|
||
Noncontrolling interest
|
31
|
|
|
33
|
|
||
Total Partners’ Capital
|
8,823
|
|
|
8,181
|
|
||
Total Liabilities and Partners’ Capital
|
$
|
11,837
|
|
|
$
|
11,232
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
||||||||
Net income
|
$
|
533
|
|
|
$
|
1,618
|
|
|
$
|
316
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
276
|
|
|
212
|
|
|
106
|
|
|||
Deferred income taxes
|
1
|
|
|
(1,194
|
)
|
|
196
|
|
|||
Impairments
|
8
|
|
|
12
|
|
|
—
|
|
|||
Step acquisition gain
|
—
|
|
|
—
|
|
|
(136
|
)
|
|||
Gain on sale/retirement of assets
|
—
|
|
|
2
|
|
|
—
|
|
|||
Equity in earnings of equity method affiliates, net of distributions
|
3
|
|
|
9
|
|
|
8
|
|
|||
Equity based compensation
|
13
|
|
|
—
|
|
|
—
|
|
|||
Amortization of debt costs and discount (premium)
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in other assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
52
|
|
|
(81
|
)
|
|
(9
|
)
|
|||
Accounts receivable—affiliated companies
|
1
|
|
|
(4
|
)
|
|
1
|
|
|||
Inventory
|
7
|
|
|
(6
|
)
|
|
2
|
|
|||
Gas imbalance assets
|
(35
|
)
|
|
2
|
|
|
—
|
|
|||
Income taxes receivable
|
—
|
|
|
19
|
|
|
(1
|
)
|
|||
Other current assets
|
17
|
|
|
15
|
|
|
(3
|
)
|
|||
Other assets
|
5
|
|
|
(1
|
)
|
|
—
|
|
|||
Accounts payable
|
(138
|
)
|
|
62
|
|
|
(3
|
)
|
|||
Accounts payable—affiliated companies
|
(2
|
)
|
|
3
|
|
|
(3
|
)
|
|||
Gas imbalance liabilities
|
—
|
|
|
—
|
|
|
(19
|
)
|
|||
Other current liabilities
|
29
|
|
|
(2
|
)
|
|
(4
|
)
|
|||
Other liabilities
|
—
|
|
|
(18
|
)
|
|
—
|
|
|||
Net cash provided by operating activities
|
769
|
|
|
648
|
|
|
451
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(837
|
)
|
|
(573
|
)
|
|
(202
|
)
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(360
|
)
|
|||
Proceeds from sale of assets
|
13
|
|
|
—
|
|
|
—
|
|
|||
Decrease (increase) in notes receivable—affiliated companies
|
—
|
|
|
434
|
|
|
(77
|
)
|
|||
Return of investment in equity method affiliates
|
198
|
|
|
—
|
|
|
—
|
|
|||
Investment in equity method affiliates
|
(189
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Other, net
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Net cash provided by (used in) investing activities
|
(815
|
)
|
|
(140
|
)
|
|
(645
|
)
|
|||
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
|
122
|
|
|
1,126
|
|
|
—
|
|
|||
Repayment of revolving credit facility
|
(495
|
)
|
|
(754
|
)
|
|
—
|
|
|||
Increase in short-term debt
|
253
|
|
|
—
|
|
|
—
|
|
|||
Decrease of notes payable—affiliated companies
|
—
|
|
|
(1,542
|
)
|
|
194
|
|
|||
Repayment of advance with affiliated companies
|
—
|
|
|
(136
|
)
|
|
—
|
|
|||
Capital contributions from partners
|
464
|
|
|
43
|
|
|
—
|
|
|||
Distributions to partners
|
(529
|
)
|
|
(183
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
(50
|
)
|
|
(400
|
)
|
|
194
|
|
|||
Net Increase in Cash and Cash Equivalents
|
(96
|
)
|
|
108
|
|
|
—
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
108
|
|
|
—
|
|
|
—
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
12
|
|
|
$
|
108
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
||||||
Cash Payments:
|
|
|
|
|
|
||||||
Interest, net of capitalized interest
|
$
|
77
|
|
|
$
|
65
|
|
|
$
|
85
|
|
Income taxes (refunds), net
|
1
|
|
|
(9
|
)
|
|
26
|
|
|||
Non-cash transactions:
|
|
|
|
|
|
||||||
Accounts payable related to capital expenditures
|
93
|
|
|
43
|
|
|
37
|
|
|||
Issuance of common units upon interest acquisition of SESH (Note 9)
|
161
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of Enogex
|
—
|
|
|
3,788
|
|
|
—
|
|
|
Partners' Capital
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Common
Units
|
|
Subordinated Units
|
|
Parent Net
Investment |
|
Accumulated
Other
Comprehensive
Loss
|
|
Total Enable
Midstream
Partners, LP
Partners’
Capital
|
|
Noncontrolling
Interest
|
|
Total
Partners’
Capital
|
||||||||||||||||||||
|
Units
|
|
Value
|
|
Units
|
|
Value
|
|
Value
|
|
Value
|
|
Value
|
|
Value
|
|
Value
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||
Balance as of December 31, 2011
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
2,904
|
|
|
$
|
(6
|
)
|
|
$
|
2,898
|
|
|
$
|
6
|
|
|
$
|
2,904
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
316
|
|
|
—
|
|
|
316
|
|
|
—
|
|
|
316
|
|
|||||||
Net transfers from parent
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
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 (loss)
|
—
|
|
|
289
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
289
|
|
|
3
|
|
|
292
|
|
|||||||
Distributions to partners
|
—
|
|
|
(181
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181
|
)
|
|
(2
|
)
|
|
(183
|
)
|
|||||||
Balance as of December 31, 2013
|
390
|
|
|
$
|
8,148
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,148
|
|
|
$
|
33
|
|
|
$
|
8,181
|
|
Conversion to subordinated units
|
(208
|
)
|
|
(4,372
|
)
|
|
208
|
|
|
4,372
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net income
|
—
|
|
|
349
|
|
|
—
|
|
|
181
|
|
|
—
|
|
|
—
|
|
|
530
|
|
|
3
|
|
|
533
|
|
|||||||
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
|
—
|
|
|
(410
|
)
|
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
—
|
|
|
(524
|
)
|
|
(5
|
)
|
|
(529
|
)
|
|||||||
Equity based compensation
|
1
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
$
|
—
|
|
|
13
|
|
||||||
Balance as of December 31, 2014
|
214
|
|
|
$
|
4,353
|
|
|
208
|
|
|
$
|
4,439
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,792
|
|
|
$
|
31
|
|
|
$
|
8,823
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Materials and supplies
|
$
|
39
|
|
|
$
|
60
|
|
Natural gas and natural gas liquids inventories
|
24
|
|
|
23
|
|
||
Total
|
$
|
63
|
|
|
$
|
83
|
|
|
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
|
$
|
1,406
|
|
Operating income
|
92
|
|
|
Net income
|
77
|
|
|
Net income attributable to Enable Midstream Partners, LP
|
74
|
|
|
Year ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Unaudited pro forma results of operations:
|
|
|
|
||||
Pro forma revenues
|
$
|
3,120
|
|
|
$
|
2,563
|
|
Pro forma operating income
|
487
|
|
|
558
|
|
||
Pro forma net income
|
1,638
|
|
|
433
|
|
||
Pro forma net income attributable to Enable Midstream Partners, LP
|
1,635
|
|
|
431
|
|
•
|
Include the historical results of Enogex beginning on January 1, 2012;
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions, except per unit data)
|
||||||||||
Net income attributable to Enable Midstream Partners, LP
|
$
|
530
|
|
|
$
|
1,615
|
|
|
$
|
316
|
|
Less general partner interest in net income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Limited partner interest in net income attributable to Enable Midstream Partners, LP
|
$
|
530
|
|
|
$
|
1,615
|
|
|
$
|
316
|
|
Net income allocable to common units
|
$
|
339
|
|
|
$
|
289
|
|
|
$
|
—
|
|
Net income allocable to subordinated units
|
191
|
|
|
—
|
|
|
—
|
|
|||
Limited partner interest in net income attributable to Enable Midstream Partners, LP
|
$
|
530
|
|
|
$
|
289
|
|
|
$
|
—
|
|
Basic and diluted weighted average number of outstanding limited partner units
|
|
|
|
|
|
||||||
Common units
|
264
|
|
|
390
|
|
|
—
|
|
|||
Subordinated units
|
148
|
|
|
—
|
|
|
—
|
|
|||
Total
|
412
|
|
|
390
|
|
|
—
|
|
|||
Basic and diluted earnings per limited partner unit
|
|
|
|
|
|
||||||
Common units
|
$
|
1.29
|
|
|
$
|
0.74
|
|
|
$
|
—
|
|
Subordinated units
|
$
|
1.28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
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 9)
|
(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
|
|
November 4, 2014
|
|
November 14, 2014
|
|
0.3025
|
|
|
128
|
|
||
December 31, 2014
|
|
February 4, 2015
|
|
February 13, 2015
|
|
0.30875
|
|
|
130
|
|
(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.
|
|
Weighted Average Useful Lives
(Years)
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
|||||
|
|
|
(In millions)
|
||||||
Property, plant and equipment, gross:
|
|
|
|
|
|
||||
Gathering and Processing
|
35
|
|
$
|
5,560
|
|
|
$
|
5,123
|
|
Transportation and Storage
|
37
|
|
4,300
|
|
|
4,300
|
|
||
Construction work-in-progress
|
|
|
604
|
|
232
|
|
|||
Total
|
|
|
$
|
10,464
|
|
|
$
|
9,655
|
|
Accumulated depreciation:
|
|
|
|
|
|
||||
Gathering and Processing
|
|
|
343
|
|
213
|
|
|||
Transportation and Storage
|
|
|
539
|
|
452
|
|
|||
Total accumulated depreciation
|
|
|
882
|
|
|
665
|
|
||
Property, plant and equipment, net
|
|
|
$
|
9,582
|
|
|
$
|
8,990
|
|
|
Acquisition of Enogex
|
|
Accumulated Amortization
|
|
Net Intangible Assets
|
||||||
|
(In millions)
|
||||||||||
Customer relationships
|
$
|
401
|
|
|
$
|
45
|
|
|
$
|
356
|
|
Total
|
$
|
401
|
|
|
$
|
45
|
|
|
$
|
356
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Expected amortization of intangible assets
|
$
|
27
|
|
|
$
|
27
|
|
|
$
|
27
|
|
|
$
|
27
|
|
|
$
|
27
|
|
|
December 31, 2012
|
|
Acquisition of Enogex
(1)
|
|
December 31, 2013
|
|
December 31, 2014
|
||||||||
|
(In millions)
|
||||||||||||||
Gathering and Processing
|
$
|
50
|
|
|
$
|
439
|
|
|
$
|
489
|
|
|
$
|
489
|
|
Transportation and Storage
|
579
|
|
|
—
|
|
|
579
|
|
|
579
|
|
||||
Total
|
$
|
629
|
|
|
$
|
439
|
|
|
$
|
1,068
|
|
|
$
|
1,068
|
|
(1)
|
See Note 3 for further discussion regarding the acquisition of Enogex.
|
|
(In millions)
|
||
Balance as of December 31, 2012
|
$
|
405
|
|
Distributions to CenterPoint Energy
|
(196
|
)
|
|
Equity in earnings of equity method affiliate
|
15
|
|
|
Capitalized interest on investment in SESH
|
(2
|
)
|
|
Distributions from equity method affiliate
|
(24
|
)
|
|
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
|
20
|
|
|
Contributions to equity method affiliate
|
3
|
|
|
Distributions from equity method affiliate
|
(23
|
)
|
|
Balance as of December 31, 2014
|
$
|
348
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Waskom
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
SESH
|
20
|
|
|
15
|
|
|
26
|
|
|||
Total
|
$
|
20
|
|
|
$
|
15
|
|
|
$
|
31
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Waskom
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
SESH
(1)
|
$
|
23
|
|
|
$
|
24
|
|
|
$
|
32
|
|
(1)
|
Excludes
$198 million
in special distributions for the return of investment in SESH for the
year ended December 31, 2014
.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Balance Sheets:
|
|
|
|
||||
Current assets
|
$
|
57
|
|
|
$
|
53
|
|
Property, plant and equipment, net
|
1,127
|
|
|
1,132
|
|
||
Other assets
|
3
|
|
|
—
|
|
||
Total assets
|
$
|
1,187
|
|
|
$
|
1,185
|
|
Current liabilities
|
$
|
19
|
|
|
$
|
20
|
|
Long-term debt
|
400
|
|
|
375
|
|
||
Members’ equity
|
768
|
|
|
790
|
|
||
Total liabilities and members’ equity
|
$
|
1,187
|
|
|
$
|
1,185
|
|
Reconciliation:
|
|
|
|
||||
Investment in SESH
|
$
|
348
|
|
|
$
|
198
|
|
Less: Capitalized interest on investment in SESH
|
(2
|
)
|
|
(1
|
)
|
||
The Partnership’s share of members' equity
|
$
|
346
|
|
|
$
|
197
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Income Statements:
|
|
|
|
|
|
||||||
Revenues
|
$
|
108
|
|
|
$
|
107
|
|
|
$
|
110
|
|
Operating income
|
69
|
|
|
66
|
|
|
71
|
|
|||
Net income
|
48
|
|
|
47
|
|
|
52
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Revolving Credit Facility
|
$
|
—
|
|
|
$
|
333
|
|
Commercial Paper
|
253
|
|
|
—
|
|
||
Term Loan Facility
|
—
|
|
|
1,050
|
|
||
Enable Oklahoma Term Loan
|
—
|
|
|
250
|
|
||
2019 Notes
|
500
|
|
|
—
|
|
||
2024 Notes
|
600
|
|
|
—
|
|
||
2044 Notes
|
550
|
|
|
—
|
|
||
Enable Oklahoma Senior Notes
|
250
|
|
|
450
|
|
||
Premium on Enable Oklahoma Senior Notes
|
28
|
|
|
37
|
|
||
Total debt
|
2,181
|
|
|
2,120
|
|
||
Less amount classified as short-term debt
(1)
|
253
|
|
|
204
|
|
||
Total long-term debt
|
$
|
1,928
|
|
|
$
|
1,916
|
|
(1)
|
Short-term debt includes
$253 million
of commercial paper as of
December 31, 2014
, and
$200 million
6.875%
senior notes due
July 15, 2014
, as of
December 31, 2013
.
|
|
Long-term debt
|
||
|
(In millions)
|
||
2015
|
$
|
—
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
2018
|
—
|
|
|
2019
|
500
|
|
|
Thereafter
|
1,400
|
|
|
December 31, 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
|
|
|
$
|
362
|
|
|
$
|
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)
|
279
|
|
|
282
|
|
|
487
|
|
|
477
|
|
||||
Enable Midstream Partners, LP, 2019, 2024 and 2044 Notes
(Level 2)
|
1,649
|
|
|
1,592
|
|
|
—
|
|
|
—
|
|
(1)
|
Borrowing capacity is reduced by our borrowings outstanding under the commercial paper program.
$253 million
of commercial paper was outstanding as of
December 31, 2014
, and
no
amount was outstanding as of
December 31, 2013
.
|
(2)
|
No
amount is included in the current portion of long term debt as of
December 31, 2014
, and
$204 million
is included as of
December 31, 2013
.
|
December 31, 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)
|
$
|
33
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Significant other observable inputs (Level 2)
|
2
|
|
|
—
|
|
|
40
|
|
|
$
|
12
|
|
|||
Unobservable inputs (Level 3)
|
5
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|||
Total fair value
|
40
|
|
|
4
|
|
|
40
|
|
|
$
|
12
|
|
|||
Netting adjustments
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
$
|
—
|
|
|||
Total
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
12
|
|
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
|
|
||||
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
December 31, 2014
and
December 31, 2013
.
|
(2)
|
Gas imbalance assets exclude fuel reserves for under retained fuel due from shippers of
$4 million
and
$2 million
at
December 31, 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
December 31, 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.
|
•
|
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
|
4
|
|
|
32
|
|
Fixed futures/swaps
|
5
|
|
|
35
|
|
Basis futures/swaps
|
7
|
|
|
54
|
|
Condensate—
MBbl
(2)
|
|
|
|
||
Futures/swaps
|
—
|
|
|
12
|
|
(1)
|
91.2 percent
of the natural gas contracts have durations of one year or less,
6.5 percent
have durations of more than one year and less than two years and
2.2 percent
have durations of more than two years.
|
(2)
|
100.0 percent
of the condensate 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
|
|
$
|
34
|
|
|
$
|
4
|
|
Physical purchases/sales
|
Other Current
|
|
1
|
|
|
—
|
|
||
Condensate
|
|
|
|
|
|
||||
Financial futures/swaps
|
Other Current
|
|
5
|
|
|
—
|
|
||
Total gross derivatives
(1)
|
|
|
$
|
40
|
|
|
$
|
4
|
|
(1)
|
See Note 11 for a reconciliation of the Partnership’s total derivatives fair value to the Partnership’s Consolidated Balance Sheet as of
December 31, 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 11 for a reconciliation of the Partnership’s total derivatives fair value to the Partnership’s Consolidated Balance Sheet as of
December 31, 2013
.
|
|
Amounts Recognized in Income
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Natural gas physical purchases/sales gains (losses)
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Natural gas financial futures/swaps gains (losses)
|
37
|
|
|
(1
|
)
|
|
—
|
|
|||
NGL/Condensate financial futures/swaps gains (losses)
|
11
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
49
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Gas transportation and storage — CenterPoint Energy
|
$
|
112
|
|
|
$
|
108
|
|
|
$
|
133
|
|
Gas sales — CenterPoint Energy
|
22
|
|
|
70
|
|
|
—
|
|
|||
Gas transportation and storage — OGE Energy
(1)
|
39
|
|
|
32
|
|
|
—
|
|
|||
Gas sales — OGE Energy
(1)
|
13
|
|
|
14
|
|
|
—
|
|
|||
Total revenues — affiliated companies
|
$
|
186
|
|
|
$
|
224
|
|
|
$
|
133
|
|
(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 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.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Cost of goods sold — CenterPoint Energy
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
1
|
|
Cost of goods sold — OGE Energy
|
19
|
|
|
8
|
|
|
—
|
|
|||
Total cost of goods sold — affiliated companies
|
$
|
21
|
|
|
$
|
12
|
|
|
$
|
1
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Seconded Employee Costs - CenterPoint Energy
(1)
|
$
|
138
|
|
|
$
|
92
|
|
|
$
|
—
|
|
Corporate Services - CenterPoint Energy
|
29
|
|
|
38
|
|
|
39
|
|
|||
Seconded Employee Costs - OGE Energy
(2)
|
105
|
|
|
78
|
|
|
—
|
|
|||
Corporate Services - OGE Energy
(2)
|
17
|
|
|
18
|
|
|
—
|
|
|||
Total corporate services and seconded employees expense
|
$
|
289
|
|
|
$
|
226
|
|
|
$
|
39
|
|
(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 Combined and Consolidated Statement of Income beginning on May 1, 2013.
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
After 2019
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Noncancellable operating leases
|
$
|
12
|
|
|
$
|
7
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Other purchase obligations and commitments
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Provision (benefit) for current income taxes
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
6
|
|
State
|
1
|
|
|
1
|
|
|
1
|
|
|||
Total provision (benefit) for current income taxes
|
1
|
|
|
2
|
|
|
7
|
|
|||
Provision (benefit) for deferred income taxes, net
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
(1,039
|
)
|
|
$
|
164
|
|
|
State
|
1
|
|
|
(155
|
)
|
|
32
|
|
|||
Total provision (benefit) for deferred income taxes, net
|
1
|
|
|
(1,194
|
)
|
|
196
|
|
|||
Total income tax expense (benefit)
|
$
|
2
|
|
|
$
|
(1,192
|
)
|
|
$
|
203
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Income before income taxes
|
$
|
535
|
|
|
$
|
426
|
|
|
$
|
519
|
|
Federal statutory rate
|
—
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
Expected federal income tax expense
|
—
|
|
|
149
|
|
|
182
|
|
|||
Increase in tax expense resulting from:
|
|
|
|
|
|
||||||
State income taxes, net of federal income tax
|
2
|
|
|
8
|
|
|
21
|
|
|||
Income not subject to tax
|
—
|
|
|
(103
|
)
|
|
—
|
|
|||
Conversion to partnership
|
—
|
|
|
(1,240
|
)
|
|
—
|
|
|||
Other, net
|
—
|
|
|
(6
|
)
|
|
—
|
|
|||
Total
|
2
|
|
|
(1,341
|
)
|
|
21
|
|
|||
Total income tax expense (benefit)
|
$
|
2
|
|
|
$
|
(1,192
|
)
|
|
$
|
203
|
|
Effective tax rate
|
0.4
|
%
|
|
(275.9
|
)%
|
|
39.1
|
%
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Deferred tax assets:
|
$
|
—
|
|
|
$
|
—
|
|
Deferred tax liabilities:
|
|
|
|
||||
Non-current:
|
|
|
|
||||
Depreciation
|
9
|
|
|
8
|
|
||
Total non-current deferred tax liabilities
|
9
|
|
|
8
|
|
||
Accumulated deferred income taxes, net
|
$
|
9
|
|
|
$
|
8
|
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Balance, beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Tax Positions related to prior years:
|
|
|
|
|
|
||||||
Reductions
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Balance, end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Performance units
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted units
|
10
|
|
|
—
|
|
|
|
|
|||
Phantom units
|
2
|
|
|
—
|
|
|
—
|
|
|||
Total compensation expense
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
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
|
106,718
|
|
Fair value of phantom units granted
|
$23.16 - $23.70
|
|
|
Performance Units
|
|
Restricted Stock
|
|
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 12/31/2013
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||
Granted
(1)
|
563,963
|
|
|
|
|
992,401
|
|
|
|
|
106,718
|
|
|
|
||||||
Vested
|
(1,545
|
)
|
|
|
|
(150,515
|
)
|
|
|
|
(500
|
)
|
|
|
|
|||||
Forfeited
|
(9,837
|
)
|
|
|
|
(3,818
|
)
|
|
|
|
(7,500
|
)
|
|
|
||||||
Units Outstanding at 12/31/2014
|
552,581
|
|
|
$
|
11
|
|
|
838,068
|
|
|
$
|
16
|
|
|
98,718
|
|
|
$
|
2
|
|
Units Fully Vested at 12/31/2014
|
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.
|
|
December 31, 2014
|
||||
|
Unrecognized Compensation Cost
(In millions)
|
|
Weighted Average to be Recognized
(In years)
|
||
Performance Units
|
$
|
11
|
|
|
2.81
|
Restricted Units
|
13
|
|
|
1.89
|
|
Phantom Units
|
1
|
|
|
0.36
|
|
Total
|
$
|
25
|
|
|
|
Year Ended December 31, 2014
|
Gathering and
Processing (1) |
|
Transportation
and Storage (2) |
|
Eliminations
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
(3)
|
$
|
2,424
|
|
|
$
|
1,577
|
|
|
$
|
(634
|
)
|
|
$
|
3,367
|
|
Cost of goods sold, excluding depreciation and amortization
|
1,585
|
|
|
961
|
|
|
(632
|
)
|
|
1,914
|
|
||||
Operation and maintenance
|
297
|
|
|
232
|
|
|
(2
|
)
|
|
527
|
|
||||
Depreciation and amortization
|
160
|
|
|
116
|
|
|
—
|
|
|
276
|
|
||||
Impairment
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Taxes other than income tax
|
25
|
|
|
31
|
|
|
—
|
|
|
56
|
|
||||
Operating income
|
$
|
349
|
|
|
$
|
237
|
|
|
$
|
—
|
|
|
$
|
586
|
|
Total assets
|
$
|
8,356
|
|
|
$
|
5,493
|
|
|
$
|
(2,012
|
)
|
|
$
|
11,837
|
|
Capital expenditures
|
$
|
740
|
|
|
$
|
103
|
|
|
$
|
(6
|
)
|
|
$
|
837
|
|
Year Ended December 31, 2013
|
Gathering and
Processing (1) |
|
Transportation
and Storage (2) |
|
Eliminations
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
(3)
|
$
|
1,740
|
|
|
$
|
1,149
|
|
|
$
|
(400
|
)
|
|
$
|
2,489
|
|
Cost of goods sold, excluding depreciation and amortization
|
1,075
|
|
|
636
|
|
|
(398
|
)
|
|
1,313
|
|
||||
Operation and maintenance
|
222
|
|
|
209
|
|
|
(2
|
)
|
|
429
|
|
||||
Depreciation and amortization
|
117
|
|
|
95
|
|
|
—
|
|
|
212
|
|
||||
Impairment
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Taxes other than income tax
|
20
|
|
|
34
|
|
|
—
|
|
|
54
|
|
||||
Operating income
|
$
|
294
|
|
|
$
|
175
|
|
|
$
|
—
|
|
|
$
|
469
|
|
Total assets
|
$
|
7,157
|
|
|
$
|
5,717
|
|
|
$
|
(1,642
|
)
|
|
$
|
11,232
|
|
Capital expenditures
|
$
|
431
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
573
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2012
|
Gathering and
Processing
(1)
|
|
Transportation
and Storage
(2)
|
|
Eliminations
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues
(3)
|
$
|
502
|
|
|
$
|
502
|
|
|
$
|
(52
|
)
|
|
$
|
952
|
|
Cost of goods sold, excluding depreciation and amortization
|
124
|
|
|
55
|
|
|
(50
|
)
|
|
129
|
|
||||
Operation and maintenance
|
114
|
|
|
155
|
|
|
(2
|
)
|
|
267
|
|
||||
Depreciation and amortization
|
50
|
|
|
56
|
|
|
—
|
|
|
106
|
|
||||
Taxes other than income tax
|
5
|
|
|
29
|
|
|
—
|
|
|
34
|
|
||||
Operating income
|
$
|
209
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
416
|
|
Total assets
|
$
|
2,439
|
|
|
$
|
4,052
|
|
|
$
|
(9
|
)
|
|
$
|
6,482
|
|
Capital expenditures
|
$
|
70
|
|
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
202
|
|
(1)
|
Gathering and processing recorded equity income of
$0 million
,
$0 million
and
$5 million
for each of the
years ended December 31, 2014
,
2013
and
2012
, respectively, from its
50%
interest in a jointly-owned gas processing plant, Waskom. These amounts are included in Equity in earnings of equity method affiliates under the Other income (expense) caption. The Partnership consolidated Waskom during the third quarter of 2012. See Note 9 for further discussion regarding Waskom.
|
(2)
|
Transportation and Storage recorded equity income of
$20 million
,
$15 million
and
$26 million
for each of the years ended
December 31, 2014
,
2013
and
2012
, 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
$348 million
and
$198 million
as of
December 31, 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
December 31, 2014
, the Partnership owns
49.90%
interest in SESH. See Note 9 for further discussion regarding SESH.
|
(3)
|
The Partnership had
no
external customers accounting for
10%
or more of revenues in periods shown. See Note 13 for revenues from affiliated companies.
|
|
Quarters Ended
|
||||||||||||||
|
March 31, 2014
|
|
June 30, 2014
|
|
September 30, 2014
|
|
December 31, 2014
|
||||||||
|
(in millions, except per unit data)
|
||||||||||||||
Revenues (including revenues from affiliates (Note 13))
|
$
|
1,002
|
|
|
$
|
827
|
|
|
$
|
803
|
|
|
$
|
735
|
|
Cost of Goods Sold, excluding depreciation and amortization (including expenses from affiliates (Note 13))
|
633
|
|
|
478
|
|
|
439
|
|
|
364
|
|
||||
Operating income
|
162
|
|
|
138
|
|
|
152
|
|
|
134
|
|
||||
Net income
|
150
|
|
|
121
|
|
|
139
|
|
|
123
|
|
||||
Net income attributable to Enable Midstream Partners, LP
|
149
|
|
|
120
|
|
|
139
|
|
|
122
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per common limited partner unit (Note 4)
|
$
|
0.38
|
|
|
$
|
0.29
|
|
|
$
|
0.33
|
|
|
$
|
0.29
|
|
Basic and diluted earnings per subordinated limited partner unit (Note 4)
|
$
|
—
|
|
|
$
|
0.29
|
|
|
$
|
0.33
|
|
|
$
|
0.29
|
|
|
|
|
|
|
|
|
|
||||||||
|
Quarters Ended
|
||||||||||||||
|
March 31, 2013
|
|
June 30, 2013
|
|
September 30, 2013
|
|
December 31, 2013
|
||||||||
|
(in millions, except per unit data)
|
||||||||||||||
Revenues (including revenues from affiliates (Note 13))
|
$
|
261
|
|
|
$
|
612
|
|
|
$
|
792
|
|
|
$
|
824
|
|
Cost of Goods Sold, excluding depreciation and amortization (including expenses from affiliates (Note 13))
|
45
|
|
|
323
|
|
|
459
|
|
|
486
|
|
||||
Operating income
|
108
|
|
|
116
|
|
|
115
|
|
|
130
|
|
||||
Net income
|
59
|
|
|
1,338
|
|
|
105
|
|
|
116
|
|
||||
Net income attributable to Enable Midstream Partners, LP
|
59
|
|
|
1,337
|
|
|
104
|
|
|
115
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per common limited partner unit (Note 4)
(1)
|
$
|
—
|
|
|
$
|
0.18
|
|
|
$
|
0.27
|
|
|
$
|
0.29
|
|
Basic and diluted earnings per subordinated limited partner unit (Note 4)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Basic and diluted earnings per unit reflect net income attributable to the Partnership for periods subsequent to its formation as a limited partnership on May 1, 2013, as no limited partner units were outstanding prior to this date. See Note 4.
|
•
|
possesses appropriate skills and professional experience;
|
•
|
has a reputation for integrity and other qualities;
|
•
|
possesses expertise, including industry knowledge, determined in the context of the needs of the Board of Directors;
|
•
|
has experience in positions with a high degree of responsibility;
|
•
|
is a leader in the organizations with which he or she is affiliated;
|
•
|
is diverse in terms of geography, gender, ethnicity and age;
|
•
|
has the time, energy, interest and willingness to serve as a member of the Board of Directors; and
|
•
|
meets such standards of independence and financial knowledge as may be required or desirable.
|
Name
|
|
Age
|
|
Title
|
Peter B. Delaney
(1)
|
|
61
|
|
Director and Chairman
|
Alan N. Harris
(2)
|
|
61
|
|
Director
|
C. Scott Hobbs
(2)
|
|
61
|
|
Director
|
Peter H. Kind
(2)
|
|
58
|
|
Director
|
Scott M. Prochazka
(3)
|
|
48
|
|
Director
|
Sean Trauschke
(1)
|
|
47
|
|
Director
|
Gary L. Whitlock
(3)
|
|
65
|
|
Director
|
Lynn L. Bourdon, III
(3)
|
|
53
|
|
Director, President and Chief Executive Officer
|
Paul Brewer
|
|
54
|
|
Senior Vice President—Field Operations and Environmental, Health & Safety
|
Deanna Farmer
(2)
|
|
50
|
|
Executive Vice President and Chief Administrative Officer
|
Rodney J. Sailor
(2)
|
|
56
|
|
Executive Vice President and Chief Financial Officer
|
Mark Schroeder
(3)
|
|
58
|
|
Executive Vice President and General Counsel
|
Paul Weissgarber
(2)
|
|
55
|
|
Chief Commercial Officer
|
Mark Widaski
|
|
55
|
|
Vice President
—
Engineering & Construction
|
(1)
|
321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma 73101
|
(2)
|
One Leadership Square, 211 North Robinson Avenue, Suite 950, Oklahoma City, Oklahoma 73102
|
(3)
|
1111 Louisiana Street, Houston, Texas 77002
|
Name
|
|
Base Salary
|
|
Short Term
Incentive Target
|
|
Long Term
Incentive Target |
||
Stephen E. Merrill
|
|
$350,000 (increase of 7.7%)
|
|
70
|
%
|
|
125
|
%
|
E. Keith Mitchell
|
|
$400,000 (increase of 9.4%)
|
|
90
|
%
|
|
195
|
%
|
Mark Schroeder
|
|
$300,000 (increase of 5.1%)
|
|
50
|
%
|
|
100
|
%
|
Name
|
|
Short Term
Incentive Target
|
|
Lynn L. Bourdon, III
|
|
100
|
%
|
Deanna Farmer
|
|
70
|
%
|
Stephen E. Merrill
|
|
70
|
%
|
E. Keith Mitchell
|
|
90
|
%
|
Rodney J. Sailor
|
|
100
|
%
|
Mark Schroeder
|
|
50
|
%
|
Name
|
|
Long Term
Incentive Target
|
|
Lynn L. Bourdon, III
|
|
300
|
%
|
Deanna Farmer
|
|
125
|
%
|
Stephen E. Merrill
|
|
125
|
%
|
E. Keith Mitchell
|
|
195
|
%
|
Rodney J. Sailor
|
|
200
|
%
|
Mark Schroeder
|
|
100
|
%
|
Name and Principal Position
|
|
Year
|
|
Salary
($) |
|
Bonus
($) |
|
Stock Awards
($)(2) |
|
Option Awards ($)
|
|
Non-Equity Incentive
Plan Compensation ($)(3) |
|
Change in Pension
Value and Nonqualified Deferred Compensation Earnings ($)(4) |
|
All Other Compensation ($)(5)
|
|
Total
($) |
|||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|||||||||
Lynn L. Bourdon, III
(6)
|
|
2014
|
|
550,000
|
|
|
2,000,000
|
|
(1
|
)
|
13,940,980
|
|
|
—
|
|
|
479,000
|
|
|
—
|
|
|
231,854
|
|
|
17,201,834
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deanna Farmer
(7)
|
|
2014
|
|
81,173
|
|
|
182,000
|
|
(8
|
)
|
591,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,787
|
|
|
870,560
|
|
Executive Vice President and Chief Administrative Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Stephen E. Merrill
|
|
2014
|
|
242,309
|
|
|
—
|
|
|
504,569
|
|
|
—
|
|
|
203,539
|
|
|
37,208
|
|
|
33,114
|
|
|
1,020,739
|
|
|
Executive Vice President and Chief Administrative Officer
|
|
2013
|
|
216,667
|
|
|
—
|
|
|
228,695
|
|
|
—
|
|
|
200,959
|
|
|
3,418
|
|
|
15,190
|
|
|
664,929
|
|
|
E. Keith Mitchell
|
|
2014
|
|
400,005
|
|
|
—
|
|
|
1,246,989
|
|
|
—
|
|
|
388,803
|
|
|
728,320
|
|
|
27,054
|
|
|
2,791,171
|
|
|
Executive Vice President and Chief Operating Officer
|
|
2013
|
|
243,804
|
|
|
—
|
|
|
353,900
|
|
|
—
|
|
|
274,584
|
|
|
—
|
|
|
9,422
|
|
|
881,710
|
|
|
Rodney J. Sailor
(9)
|
|
2014
|
|
339,231
|
|
|
125,000
|
|
(1
|
)
|
4,710,503
|
|
|
—
|
|
|
379,600
|
|
|
—
|
|
|
115,196
|
|
|
5,669,530
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mark Schroeder
(10)
|
|
2014
|
|
250,001
|
|
|
—
|
|
|
461,810
|
|
|
—
|
|
|
155,000
|
|
|
30,908
|
|
|
50,854
|
|
|
948,573
|
|
|
Executive Vice President and General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts represent a signing bonus upon employment with the Partnership.
|
(2)
|
Amounts in this column reflect the aggregate grant date fair value amount of the Partnership equity-based unit awards granted to each named executive officer. The grant date fair value amount is computed in accordance with FASB ASC Topic 718 based on the probable achievement level of the underlying performance conditions as of the grant date. Please refer to the Grants of Plan-Based Awards table for 2014 and the accompanying footnotes. Assuming
|
(3)
|
Amounts in this column reflect payments under the Partnership's Short Term Incentive Plan.
|
(4)
|
Amounts in this column reflect the actuarial increase in the present value of the named executive officer’s benefits under CenterPoint Energy's and OGE Energy's qualified defined benefit pension plans as reported to us by CenterPoint Energy and OGE Energy, which CenterPoint Energy and OGE Energy have represented to us will be reported in the Notes to CenterPoint Energy’s Consolidated Financial Statements for the year ended December 31, 2014 that will be included in CenterPoint Energy’s 10-K for the year ended December 31, 2014 and in the Notes to OGE Energy’s Consolidated Financial Statements for the year ended December 31, 2014 that will be included in OGE Energy’s 10-K for the year ended December 31, 2014. Under the terms of the Master Formation Agreement, the Partnership has no current or future liability for any accumulated pension obligations under either OGE Energy's or CenterPoint Energy's qualified defined benefit pension plans. During 2014, the Partnership reimbursed CenterPoint Energy and OGE Energy for the aggregate period costs recognized by CenterPoint Energy and OGE Energy in accordance with FASB ASC Topic 718 attributable to participants seconded to us by CenterPoint Energy and OGE Energy. Such period costs were not allocated to individual participants.
|
(5)
|
The following table sets forth the elements of All Other Compensation for 2014.
|
Name
|
|
401(k) Plan Matching Contributions ($)
|
|
Non-Qualified Matching Contributions ($)
|
|
Distribution Equivalent Rights
($) |
|
Vacation Payout
($) |
|
Supplemental Life Insurance
($)
|
|
Long Term Disability ($)
|
|
Supplemental Accidental Death and Dismemberment Insurance
($)
|
|
Tax Gross-Ups
($)
|
|
Total
($) |
|||||||||
Lynn L. Bourdon, III
|
2014
|
26,000
|
|
|
—
|
|
|
205,854
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
231,854
|
|
Deanna Farmer
|
2014
|
8,527
|
|
|
—
|
|
|
7,260
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,787
|
|
Stephen E. Merrill
|
2014
|
15,600
|
|
|
16,273
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|
981
|
|
|
94
|
|
|
—
|
|
|
33,114
|
|
|
2013
|
8,815
|
|
|
5,240
|
|
|
—
|
|
|
—
|
|
|
161
|
|
|
880
|
|
|
94
|
|
|
—
|
|
|
15,190
|
|
E. Keith Mitchell
|
2014
|
4,749
|
|
|
20,299
|
|
|
—
|
|
|
—
|
|
|
141
|
|
|
1,624
|
|
|
241
|
|
|
—
|
|
|
27,054
|
|
|
2013
|
1,961
|
|
|
6,216
|
|
|
—
|
|
|
—
|
|
|
161
|
|
|
990
|
|
|
94
|
|
|
—
|
|
|
9,422
|
|
Rodney J. Sailor
|
2014
|
26,000
|
|
|
—
|
|
|
89,196
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115,196
|
|
Mark Schroeder
|
2014
|
13,000
|
|
|
9,731
|
|
|
22,642
|
|
|
4,615
|
|
|
107
|
|
|
759
|
|
|
—
|
|
|
—
|
|
|
50,854
|
|
(6)
|
Represents salary from hire date on February 1, 2014 to December 31, 2014.
|
(7)
|
Represents salary from hire date on September 29, 2014 to December 31, 2014.
|
(8)
|
This amount represents a $132,000 signing bonus with the Partnership and a discretionary bonus of $50,000. Although Ms. Farmer was not eligible to receive an award for 2014 under the Partnership’s Short Term Incentive Plan, the Compensation Committee elected to pay Ms. Farmer a discretionary bonus of $50,000 that was calculated in accordance with the methodology used for 2014 awards to named executive officers under the Short Term Incentive Plan.
|
(9)
|
Represents salary from hire date on April 1, 2014 to December 31, 2014.
|
(10)
|
Represents salary during secondment to the Partnership from March 1, 2014 to December 31, 2014.
|
Name
|
|
Grant Date
|
|
Board Approval
Date
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards (2)
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
|
Grant Date Fair Value of Stock Awards
($)(3)
|
||||||||||||||||
|
|
|
|
|
|
Threshold
($) |
|
Target
($) |
|
Maximum
($) |
|
Threshold
(#) |
|
Target
(#) |
|
Maximum
(#) |
|
|
|
|
||||||||
(a)
|
|
(b)
|
|
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(l)
|
||||||||
Lynn L. Bourdon, III
|
|
02/19/2014
|
|
02/19/2014
|
|
275,000
|
|
|
550,000
|
|
|
1,100,000
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
06/02/2014
|
|
05/29/2014
|
|
|
|
|
|
|
|
40,706
|
|
|
81,411
|
|
|
162,822
|
|
|
|
|
2,075,981
|
|
||||
|
|
04/16/2014
|
(4)
|
04/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
375,000
|
|
|
8,475,000
|
|
||||||
|
|
04/16/2014
|
(4)
|
04/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
3,390,000
|
|
||||||
Deanna Farmer
|
|
09/29/2014
|
(5)
|
09/11/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,000
|
|
|
591,600
|
|
||||||
Stephen E. Merrill
|
|
02/19/2014
|
|
02/19/2014
|
|
84,808
|
|
|
169,616
|
|
|
339,232
|
|
|
|
|
|
|
|
|
—
|
|
|
|
||||
|
|
06/02/2014
|
|
05/29/2014
|
|
|
|
|
|
|
|
9,894
|
|
|
19,787
|
|
|
39,574
|
|
|
—
|
|
|
504,569
|
|
|||
E. Keith Mitchell
|
|
02/19/2014
|
|
02/19/2014
|
|
180,002
|
|
|
360,004
|
|
|
720,009
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
06/02/2014
|
|
05/29/2014
|
|
|
|
|
|
|
|
17,639
|
|
|
35,278
|
|
|
70,556
|
|
|
|
|
899,589
|
|
||||
|
|
04/21/2014
|
(6)
|
04/01/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
347,400
|
|
||||||
Rodney J. Sailor
|
|
02/19/2014
|
|
02/19/2014
|
|
169,615
|
|
|
339,231
|
|
|
678,461
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
06/02/2014
|
|
05/29/2014
|
|
|
|
|
|
|
|
20,353
|
|
|
40,706
|
|
|
81,412
|
|
|
|
|
1,038,003
|
|
||||
|
|
04/16/2014
|
(4)
|
04/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,500
|
|
|
3,107,500
|
|
||||||
|
|
04/16/2014
|
(4)
|
04/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
565,000
|
|
||||||
Mark Schroeder
|
|
02/19/2014
|
|
02/19/2014
|
|
62,500
|
|
|
125,000
|
|
|
250,001
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
06/02/2014
|
|
05/29/2014
|
|
|
|
|
|
|
|
6,785
|
|
|
13,569
|
|
|
27,138
|
|
|
|
|
346,010
|
|
||||
|
|
04/21/2014
|
(6)
|
04/01/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
115,800
|
|
(1)
|
Amounts in columns (c), (d) and (e) of the Grants of Plan-Based Awards Table for 2014 above represent the threshold, target and maximum amounts that would be payable to named executive officers pursuant to the 2014 annual incentive awards made under the Enable Midstream Partners, LP Short Term Incentive Plan. The short term incentive plan was designed with a funding trigger that requires threshold performance for the plan to payout. If threshold performance is not met, no payments would be made. For each performance measure, established thresholds were set (at which 50% payout would be made), a target level of performance (at which a 100% payout would be made) and a maximum level of performance (at or above which a 150% payout would be made). The award may be increased or decreased based on the performance of the named executive officer, but the award may not exceed 200% of the named executive officer's target. For 2013, payouts of these annual incentive awards were made in cash and are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. As discussed in the Compensation Discussion and Analysis above, the amount that each executive officer will receive is dependent upon Partnership performance against a distributable cash flow per unit target (80%) and a safety target (20%).
|
(2)
|
Amounts in columns (f), (g) and (h) above represent awards of performance units under Enable Midstream Partners, LP Long Term Incentive Plan. All payouts of such performance units will be made in units and any accumulated distribution equivalent rights will be paid in cash. Due to their variable nature, accumulated distribution equivalent rights are not disclosed in the table above. The conditions of the 2014 award entitle the named executive officer to receive from 0 percent to 200 percent of the performance units granted depending upon the Partnership’s total unitholder return over a three-year period (defined as unit price increase (decrease) since December 31, 2013 plus distributions paid, divided by unit price at December 31, 2013) measured against the total unitholder return for such period of our performance peer group consisting of 21 companies. At the end of the three-year period (i.e., December 31, 2016), the terms of these performance units provide for payout of 100 percent of the performance units initially granted if Enable Midstream Partners’ total unitholder return is at the 50th percentile of the peer group, with higher payouts for performance above the 50th percentile up to 200 percent of the performance units granted if total unitholder return is at or above the 90th percentile of the peer group. The terms of these performance units provide for payouts of less than 100 percent of the performance units granted if the Partnership's total unitholder return is below the 50th percentile of the peer group, with no payout for performance below the 30th percentile.
|
(3)
|
Amounts reflect the grant date fair value based on a probable value of these awards or target value, of 100% payout. See Note 16 to the financial statements for further information.
|
(4)
|
These grants were contingent upon the closing of our Offering, which occurred on April 16, 2014.
|
(5)
|
These grants were contingent upon Ms. Farmer’s appointment as Executive Vice President and Chief Administrative Officer, which occurred on September 29, 2014.
|
(6)
|
These grants were approved by the Board of Directors on April 1, 2014, and were contingent upon the closing of our Offering, which occurred on April 16, 2014, and were granted on April 21, 2014 as determined in accordance with FASB ASC Topic 718.
|
|
|
Unit Awards
|
||||||||||||
Name
|
|
Number of Units That Have Not Vested
(#)
|
|
|
Market Value of Units That Have Not Vested
($)
|
|
Equity Incentive Plan Awards: Number of Unearned Units or Other Rights That Have Not Vested
(#)
|
|
|
Equity Incentive Plan Awards: Market Value of Unearned Units or Other Rights That Have Not Vested
($)
|
||||
(a)
|
|
(g)
|
|
|
(h)
|
|
(i)
|
|
|
(j)
|
||||
Lynn L. Bourdon, III
|
|
375,000
|
|
(1)
|
|
7,271,250
|
|
|
81,411
|
|
(5)
|
|
3,157,119
|
|
Deanna Farmer
|
|
24,000
|
|
(2)
|
|
465,360
|
|
|
—
|
|
|
|
—
|
|
Stephen E. Merrill
|
|
|
|
|
|
|
19,787
|
|
(5)
|
|
767,340
|
|
||
|
|
|
|
|
|
|
13,009
|
|
(6)
|
|
461,559
|
|
||
|
|
|
|
|
|
|
23,367
|
|
(7)
|
|
829,065
|
|
||
E. Keith Mitchell
|
|
15,000
|
|
(3)
|
|
290,850
|
|
|
35,278
|
|
(5)
|
|
1,368,081
|
|
|
|
|
|
|
|
|
19,764
|
|
(6)
|
|
701,227
|
|
||
|
|
|
|
|
|
|
36,160
|
|
(7)
|
|
1,282,957
|
|
||
Rodney J. Sailor
|
|
162,500
|
|
(4)
|
|
3,150,875
|
|
|
40,706
|
|
(5)
|
|
1,578,579
|
|
Mark Schroeder
|
|
5,000
|
|
(3)
|
|
96,950
|
|
|
13,569
|
|
(5)
|
|
526,206
|
|
|
|
|
|
|
|
|
9,730
|
|
(8)
|
|
227,974
|
|
||
|
|
|
|
|
|
|
9,050
|
|
(9)
|
|
212,042
|
|
(1)
|
This amount represents two restricted unit awards, of which 75,000 units vested on February 1, 2015, and 75,000 units vest on each of 2016 and 2017, and 150,000 will vest on April 16, 2018. Values were calculated based on a $19.39 closing price of the Partnership's common units, as reported on the NYSE at December 31, 2014.
|
(2)
|
This amount represents a restricted unit award, of which 12,000 units vest on each of September 1, 2015 and 2016. Values were calculated based on a $19.39 closing price of the Partnership's common units, as reported on the NYSE at December 31, 2014.
|
(3)
|
This amount represents a phantom unit award which will vest on April 21, 2015. Values were calculated based on a $19.39 closing price of the Partnership's common units, as reported on the NYSE at December 31, 2014.
|
(4)
|
This amount represents two restricted unit awards, of which 62,507 units will vest on March 1, 2015, 74,993 units will vest on March 1, 2016 and 25,000 units will vest on April 16, 2018. Values were calculated based on a $19.39 closing price of the Partnership's common units, as reported on the NYSE at December 31, 2014.
|
(5)
|
This amount represents awards under the Enable Midstream Partners long term incentive plan for the performance period April 11, 2014 through December 31, 2016. The number of units is based on achieving the maximum performance resulting in payout of 200% of target. Values were calculated based on a $19.39 closing price of the Partnership's common units, as reported on the NYSE at December 31, 2014.
|
(6)
|
This amount represents awards under OGE Energy's long term incentive plan. This amount represents the portion of the performance units allocated to us for the performance period January 1, 2013 through December 31, 2015. The number of units is based on achieving the maximum performance resulting in payout of 200% of target. Each performance unit will be payable, if earned in one share of OGE Energy common stock. Values were calculated based on a $35.48 closing price of OGE Energy's common stock, as reported on the NYSE at December 31, 2014.
|
(7)
|
This amount represents awards under OGE Energy's long term incentive plan. This amount represents the portion of the performance units allocated to us for the performance period January 1, 2012 through December 31, 2014. The number of units is based on achieving the maximum performance resulting in payout of 200% of target. Each performance unit will be payable, if earned in one share of OGE Energy common stock. Values were calculated based on a $35.48 closing price of OGE Energy's common stock, as reported on the NYSE at December 31, 2014.
|
(8)
|
This amount represents awards under the CenterPoint long term incentive plan. This amount represents the portion of the performance units allocated to us for the performance period of January 1, 2012 through December 31, 2014. 2,200 shares are subject to only one achievement level, the remaining 7,530 are shown at maximum achievement of 150%. Each performance share will be payable, if earned in one share of CenterPoint Energy common stock. Values were calculated based on a $23.43 closing price of CenterPoint Energy's common stock, as reported on the NYSE at December 31, 2014.
|
(9)
|
This amount represents awards under the CenterPoint long term incentive plan. This amount represents the portion of the performance units allocated to us for the performance period of January 1, 2013 through December 31, 2015. 2,000 shares are subject to only one achievement level, the remaining 7,050 are shown at maximum achievement of 150%. Each performance share will be payable, if earned in one share of CenterPoint Energy common stock. Values were calculated based on a $23.43 closing price of CenterPoint Energy's common stock, as reported on the NYSE at December 31, 2014.
|
|
|
Stock Awards
|
|||||
Name
|
|
Number of Shares Acquired on Vesting
(#)
|
|
|
Value Realized on Vesting
($)
|
||
(a)
|
|
(d)
|
|
|
(e)
|
||
Lynn L. Bourdon, III
|
|
150,000
|
|
(1)
|
|
3,573,000
|
|
Deanna Farmer
|
|
—
|
|
|
|
—
|
|
Stephen E. Merrill
|
|
3,658
|
|
(2)
|
|
124,006
|
|
E. Keith Mitchell
|
|
5,252
|
|
(2)
|
|
178,043
|
|
Rodney J. Sailor
|
|
—
|
|
|
|
—
|
|
Mark Schroeder
|
|
—
|
|
|
|
—
|
|
(1)
|
Reflects value of payout of 150,000 restricted units awarded in April 2014. The units vested on August 1, 2014 and the award was paid out in units of the Partnership.
|
(2)
|
Reflects value of payout of OGE Energy performance units awarded in January 2012, 75% of whose payout was dependent on the achievement of a performance goal based on OGE Energy total shareholder return for the three-year period ended December 31, 2014 and 25% was dependent on the achievement of a performance goal based on annual growth in OGE Energy EPS over the same period. Awards were all paid out in shares of OGE Energy common stock, the cost of which was reimbursed by the Partnership.
|
Name
|
|
Plan Name
|
|
Number of Years Credited Service
(#)(1)
|
|
Present Value of Accumulated Benefit
($)(2)
|
|
Payments During Last Fiscal Year
($)
|
|||
(a)
|
|
(b)(3)
|
|
(c)
|
|
(d)
|
|
(e)
|
|||
Stephen E. Merrill
|
|
Qualified Plan
|
|
7.333
|
|
|
110,324
|
|
|
—
|
|
|
|
Restoration Plan
|
|
7.333
|
|
|
63,671
|
|
|
—
|
|
E. Keith Mitchell
|
|
Qualified Plan
|
|
20.083
|
|
|
903,702
|
|
|
—
|
|
|
|
Restoration Plan
|
|
20.083
|
|
|
1,173,200
|
|
|
—
|
|
Mark Schroeder
|
|
Retirement Plan
|
|
11.411
|
|
|
145,208
|
|
|
—
|
|
|
|
CNP Benefit Restoration Plan
|
|
11.411
|
|
|
93,259
|
|
|
—
|
|
(1)
|
Generally, a participant's years of credited service are based on his or her years of employment with CenterPoint Energy or OGE Energy.
|
(2)
|
Amounts in this column reflect the present value of the named executive officer’s benefits under CenterPoint Energy's or OGE Energy's qualified defined benefit pension plans and y determined using interest rate and mortality rate assumptions
as reported to us by CenterPoint Energy and OGE Energy, which CenterPoint Energy and OGE Energy have represented to us will be reported in the Notes to CenterPoint Energy’s Consolidated Financial Statements for the year ended December 31, 2014 that will be included in CenterPoint Energy’s 10-K for the year ended December 31, 2014 and in the Notes to OGE Energy’s Consolidated Financial Statements for the year ended December 31, 2014, that will be included in OGE Energy’s 10-K for the year ended December 31, 2014,
and includes amounts which the named executive officer may not currently be entitled to receive because such amounts are not vested. Under the terms of the Master Formation Agreement, the Partnership has no current or future obligation for any accumulated pension obligations under either OGE Energy or CenterPoint Energy defined benefit pension plans. During 2014, the Partnership reimbursed CenterPoint Energy and OGE Energy for the aggregate period costs recognized by CenterPoint Energy and OGE Energy in accordance with FASB ASC Topic 718 related to all participants seconded to us by CenterPoint Energy and OGE Energy. Such period costs were not allocated to individual participants.
|
(3)
|
The Partnership has not adopted a pension plan. Accordingly, information is only shown with respect to the participants in CenterPoint Energy's and OGE Energy's pension plans and associated restoration plans.
|
Name
|
|
Executive Contributions in Last FY
($)(1)
|
|
Registrant Contributions in Last FY
($)(1)
|
|
Aggregate Earnings in Last FY
($)(2)
|
|
Aggregate Withdrawals/Distributions
($)
|
|
Aggregate Balance at Last FYE
($)(2)(3) |
|||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(e)
|
|||||
Lynn L. Bourdon, III
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Deanna Farmer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stephen E. Merrill
|
|
28,343
|
|
|
16,273
|
|
|
7,737
|
|
|
—
|
|
|
219,272
|
|
E. Keith Mitchell
|
|
136,757
|
|
|
20,299
|
|
|
34,864
|
|
|
—
|
|
|
895,594
|
|
Rodney J. Sailor
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Mark Schroeder
|
|
—
|
|
|
9,731
|
|
|
8,369
|
|
|
—
|
|
|
203,178
|
|
(1)
|
All named executive officer and registrant contributions in the last fiscal year are reported as compensation to such named executive officer in the Summary Compensation Table. The specific aggregate amount reported for Stephen E. Merrill is $44,616, for E. Keith Mitchell is $157,056, and Mark Schroeder is $9,731.
|
(2)
|
Represents the portion allocated to the Partnership.
|
(3)
|
The Partnership adopted a nonqualified, unfunded deferred compensation plan in 2014. Compensation may be deferred under the plan beginning in 2015. Accordingly, information is only shown with respect to the participants in the CenterPoint Energy and OGE Energy nonqualified, unfunded deferred compensation plans.
|
Name
|
|
Fees Earned or Paid in Cash
($)
|
|
Stock Awards
($)(1)
|
|
Option Awards
($)
|
|
Non-Equity Incentive Plan Compensation ($)
|
|
All Other Compensation ($)
|
|
Total
($)
|
||||||
Peter B. Delaney
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Peter H. Kind
|
|
77,917
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157,917
|
|
C. Scott Hobbs
|
|
40,833
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,833
|
|
Scott M. Prochazka
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sean Trauschke
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Gary L. Whitlock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Reflects the aggregate grant date fair value of 2014 unit awards computed in accordance with FASB ASC Topic 718. As of
December 31, 2014
, each of Messrs. Kind and Hobbs held 3,359 unvested awards.
See Note 16 to the financial statements for further information.
|
|
|
Common units
beneficially owned |
|
Subordinated units
beneficially owned
|
|
Common units and subordinated units beneficially owned
|
||||||||||||
Name of beneficial owner
|
|
Number
|
|
Percentage
|
|
Number
|
|
Percentage
|
|
Number
|
|
Percentage
|
||||||
CenterPoint Energy, Inc.
(1)
1111 Louisiana
Houston, Texas 77002
|
|
94,126,366
|
|
|
22.3
|
%
|
|
139,704,916
|
|
|
33.1
|
%
|
|
233,831,282
|
|
|
55.4
|
%
|
OGE Energy Corp.
(2)
321 North Harvey
Oklahoma City, Oklahoma 73101
|
|
42,832,291
|
|
|
10.1
|
%
|
|
68,150,514
|
|
|
16.2
|
%
|
|
110,982,805
|
|
|
26.3
|
%
|
ArcLight Capital Partners, LLC
(3)
200 Clarendon Street, 55th Floor
Boston, Massachusetts 02117 |
|
47,777,730
|
|
|
11.3
|
%
|
|
—
|
|
|
—
|
|
|
47,777,730
|
|
|
11.3
|
%
|
Peter B. Delaney
(5)
|
|
25,000
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
*
|
|
Alan N. Harris
(6)
|
|
2,150
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
2,150
|
|
|
*
|
|
C. Scott Hobbs
(6)
|
|
3,359
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
3,359
|
|
|
*
|
|
Peter H. Kind
(6)
|
|
5,859
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
5,859
|
|
|
*
|
|
Scott M. Prochazka
(4)
|
|
5,000
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
*
|
|
Sean Trauschke
(5)
|
|
2,500
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
|
*
|
|
Gary L. Whitlock
(4)
|
|
25,000
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
*
|
|
Lynn L. Bourdon, III
(4)
|
|
497,175
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
497,175
|
|
|
*
|
|
Paul Brewer
(6)
|
|
250
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|
*
|
|
Deanna Farmer
(6)
|
|
24,000
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
24,000
|
|
|
*
|
|
Stephen E. Merrill
(6)
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
E. Keith Mitchell
(6)
|
|
40,000
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
|
*
|
|
Rodney J. Sailor
(6)
|
|
175,000
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
175,000
|
|
|
*
|
|
Mark C. Schroeder
(4)
|
|
5,000
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
*
|
|
Paul Weissgarber
(6)
|
|
45,230
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
45,230
|
|
|
*
|
|
Mark Widaski
(6)
|
|
1,988
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
1,988
|
|
|
|
|
All directors and executive officers as a group (16 people)
|
|
857,511
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
855,523
|
|
|
*
|
|
*
|
Less than 1%
|
(1)
|
CenterPoint Energy, Inc. indirectly owns all of the outstanding equity interests in CenterPoint Energy Resources Corp., which is the record holder of the common units and subordinated units. CenterPoint Energy, Inc. is the beneficial owner of all common and subordinated units held by CenterPoint Energy Resources Corp.
|
(2)
|
OGE Energy Corp. owns all of the outstanding membership interests in OGE Enogex Holdings LLC, which is the record holder of the common units and subordinated units. OGE Energy Corp. is the beneficial owner of all common and subordinated units held by OGE Enogex Holdings LLC.
|
(3)
|
ArcLight Capital Partners, LLC is the investment advisor for, and ArcLight Capital Holdings, LLC is the managing partner of the general partner of ArcLight Energy Partners Fund V, L.P. and ArcLight Energy Partners Fund IV, L.P. ArcLight Capital Holding, LLC is the sole member of the general partner of Bronco Midstream Partners, L.P. The common units reported herein are held by Enogex Holdings and Bronco Midstream Infrastructure LLC. ArcLight Energy Partners Fund V, L.P., ArcLight Energy Partners Fund IV, L.P. and Bronco Midstream Partners, L.P. have monetary interests in the common units. Each of the foregoing entities disclaims beneficial ownership except to the extent of their monetary interest therein.
|
(4)
|
1111 Louisiana Street, Houston, Texas 77002
|
(5)
|
321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma 73101
|
(6)
|
One Leadership Square, 211 North Robinson Avenue, Suite 950, Oklahoma City, Oklahoma 73102
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
|
|
Weighted-Average Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plan (Excluding Securities Reflected in Column(a))
|
|||
|
|
(a)
|
|
(b)
|
|
(c)
|
|||
Equity Compensation Plans Approved By Security Holders
(1)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Equity Compensation Plans Not Approved By Security Holders
|
|
—
|
|
|
—
|
|
|
11,458,073
|
|
(1)
|
Our Long Term Incentive Plan was adopted by our general partner for the benefit of our officers, directors and employees. See Item 11. "Executive Compensation-Compensation Discussion and Analysis." The plan provides for the issuance of a total of 13,100,000 common units under the plan.
|
(2)
|
The number of securities includes
838,068
restricted units that have been granted under our long term incentive plan that have not vested.
|
•
|
their authority to enter into the transactions that formed us and the capitalization of the entities contributed to us;
|
•
|
permits related to the operation of the assets contributed to us;
|
•
|
compliance with environmental laws;
|
•
|
title to properties and rights of way;
|
•
|
the tax classification of the entities contributed to us;
|
•
|
indemnified taxes; and
|
•
|
events and conditions associated with their ownership and operation of the contributed assets.
|
|
2014
|
|
2013
|
||||
|
(In thousands)
|
||||||
Audit fees
|
$
|
1,132
|
|
|
$
|
1,084
|
|
Audit-related fees
|
137
|
|
|
881
|
|
||
Tax
|
141
|
|
|
486
|
|
||
Total
|
$
|
1,410
|
|
|
$
|
2,451
|
|
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. 001-36413
|
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. 001-36413
|
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
|
|
|
Revolving Credit Agreement dated as of May 1, 2013 by and among CenterPoint Energy Field Services LP and Citibank, N.A., as administrative agent, UBS Securities LLC, as syndication agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as co- documentation agents, the several lenders from time to time party thereto and the letter of credit issuers from time to time party thereto
|
Registrant’s registration statement on Form S-1, filed on November 26, 2013
|
File No. 333-192545
|
Exhibit 10.1
|
10.2
|
|
|
Term Loan Agreement dated as of May 1, 2013 by and among CenterPoint Energy Field Services LP and Citibank, N.A., as administrative agent, UBS Securities LLC, as syndication agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association as co-documentation agents, and the several lenders thereto
|
Registrant’s registration statement on Form S-1, filed on November 26, 2013
|
File No. 333-192545
|
Exhibit 10.2
|
10.3
|
|
|
Omnibus Agreement dated as of May 1, 2013 among CenterPoint Energy, Inc., OGE Energy Corp., Enogex Holdings LLC and CenterPoint Energy Field Services LP
|
Registrant’s registration statement on Form S-1, filed on November 26, 2013
|
File No. 333-192545
|
Exhibit 10.6
|
10.4
|
|
|
Services Agreement, dated as of May 1, 2013 between CenterPoint Energy, Inc. and CenterPoint Energy Field Services LP
|
Registrant’s registration statement on Form S-1, filed on November 26, 2013
|
File No. 333-192545
|
Exhibit 10.7
|
10.5
|
|
|
Services Agreement, dated as of May 1, 2013 between OGE Energy Corp. and CenterPoint Energy Field Services LP
|
Registrant’s registration statement on Form S-1, filed on November 26, 2013
|
File No. 333-192545
|
Exhibit 10.8
|
10.6
|
|
|
Employee Transition Agreement, dated as of May 1, 2013 among CNP OGE GP LLC, CenterPoint Energy, Inc. and OGE Energy Corp
|
Registrant’s registration statement on Form S-1, filed on November 26, 2013
|
File No. 333-192545
|
Exhibit 10.9
|
10.7
|
|
|
CNP Transitional Seconding Agreement, dated as of May 1, 2013 between CenterPoint Energy Field Services LP and CenterPoint Energy, Inc.
|
Registrant’s registration statement on Form S-1, filed on November 26, 2013
|
File No. 333-192545
|
Exhibit 10.10
|
10.8
|
|
|
OGE Transitional Seconding Agreement, dated as of May 1, 2013 between CenterPoint Energy Field Services LP and OGE Energy Corp
|
Registrant’s registration statement on Form S-1, filed on November 26, 2013
|
File No. 333-192545
|
Exhibit 10.11
|
10.9
|
|
|
Registration Rights Agreement dated as of May 1, 2013 by and among CenterPoint Energy Field Services LP, CenterPoint Energy Resources Corp., OGE Enogex Holdings LLC, and Enogex Holdings LLC
|
Registrant’s registration statement on Form S-1, filed on November 26, 2013
|
File No. 333-192545
|
Exhibit 10.12
|
10.10
|
|
|
OGE Energy Corp. Involuntary Severance Benefits Plans for Officers (applicable only to officers of Enogex LLC seconded to Enable Midstream Partners, LP or Enable GP, LLC or one of its subsidiaries)
|
Registrant’s registration statement on Form S-1, filed on November 26, 2013
|
File No. 333-192545
|
Exhibit 10.13
|
10.11
|
|
|
Retention Agreement effective as of October 24, 2013, by and between OGE Enogex Holdings, LLC and E. Keith Mitchell
|
Registrant’s registration statement on Form S-1, filed on November 26, 2013
|
File No. 333-192545
|
Exhibit 10.14
|
10.12
|
|
|
First Amendment and Waiver to Revolving Credit Agreement dated as of January 23, 2014 by and among Enable Midstream Partners, LP, the lenders party thereto and Citibank, N.A., as agent
|
Registrant’s registration statement on Form S-1, filed on February 21, 2014
|
File No. 333-192545
|
Exhibit 10.16
|
10.13
|
|
|
First Amendment and Wavier to Term Loan Agreement dated as of January 23, 2014 by and among Enable Midstream Partners, LP, the lenders party thereto and Citibank, N.A. as agent
|
Registrant’s registration statement on Form S-1, filed on February 21, 2014
|
File No. 333-192545
|
Exhibit 10.17
|
10.14
|
|
|
Enable Midstream Partners, LP Long Term Incentive Plan
|
Registrant’s registration statement on Form S-1, filed on March 17, 2014
|
File No. 333-192545
|
Exhibit 10.18
|
10.15
|
|
|
Enable Midstream Partners, LP Short Term Incentive Plan
|
Registrant’s registration statement on Form S-1, filed on March 17, 2014
|
File No. 333-192545
|
Exhibit 10.19
|
+10.16
|
|
|
First Amendment to Enable Midstream Partners, LP Short Term Incentive Plan
|
|
|
|
10.17
|
|
|
Form of Performance Unit Award Agreement
|
Registrant’s registration statement on Form S-1, filed on March 26, 2014
|
File No. 333-192545
|
Exhibit 10.20
|
10.18
|
|
|
Form of Restricted Unit Grant Agreement for the CEO IPO Unit Grant
|
Registrant’s registration statement on Form S-1, filed on March 26, 2014
|
File No. 333-192545
|
Exhibit 10.21
|
10.19
|
|
|
Form of Restricted Unit Grant Agreement for the CFO IPO Unit Grant
|
Registrant’s registration statement on Form S-1, filed on March 26, 2014
|
File No. 333-192545
|
Exhibit 10.22
|
10.20
|
|
|
Form of Restricted Unit Grant Agreement for the CEO Additional Payment Unit Grant
|
Registrant’s registration statement on Form S-1, filed on March 26, 2014
|
File No. 333-192545
|
Exhibit 10.23
|
10.21
|
|
|
Form of Restricted Unit Grant Agreement for the CFO Additional Payment Unit Grant
|
Registrant’s registration statement on Form S-1, filed on March 26, 2014
|
File No. 333-192545
|
Exhibit 10.24
|
10.22
|
|
|
Form of Phantom Unit Grant Agreement
|
Registrant’s registration statement on Form S-1, filed on March 26, 2014
|
File No. 333-192545
|
Exhibit 10.25
|
|
|
ENABLE MIDSTREAM PARTNERS, LP
|
||
|
|
(Registrant)
|
||
|
|
|
||
|
|
By: ENABLE GP, LLC
|
||
|
|
Its general partner
|
||
|
|
|
|
|
Date:
|
February 18, 2015
|
By:
|
|
/s/ Tom Levescy
|
|
|
|
|
Tom Levescy
|
|
|
|
|
Chief Accounting Officer and Controller
|
|
|
|
|
(Principal Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Lynn L. Bourdon, III
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
February 18, 2015
|
Lynn L. Bourdon, III
|
|
|
|
|
|
|
|
|
|
/s/ Rodney J. Sailor
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
February 18, 2015
|
Rodney J. Sailor
|
|
|
|
|
|
|
|
|
|
/s/ Tom Levescy
|
|
Chief Accounting Officer and Controller
(Principal Accounting Officer) |
|
February 18, 2015
|
Tom Levescy
|
|
|
|
|
|
|
|
|
|
/s/ Peter B. Delaney
|
|
Director
|
|
February 18, 2015
|
Peter B. Delaney
|
|
|
|
|
|
|
|
|
|
/s/ Alan N. Harris
|
|
Director
|
|
February 18, 2015
|
Alan N. Harris
|
|
|
|
|
|
|
|
|
|
/s/ C. Scott Hobbs
|
|
Director
|
|
February 18, 2015
|
C. Scott Hobbs
|
|
|
|
|
|
|
|
|
|
/s/ Peter H. Kind
|
|
Director
|
|
February 18, 2015
|
Peter H. Kind
|
|
|
|
|
|
|
|
|
|
/s/ Scott M. Prochazka
|
|
Director
|
|
February 18, 2015
|
Scott M. Prochazka
|
|
|
|
|
|
|
|
|
|
/s/ Sean Trauschke
|
|
Director
|
|
February 18, 2015
|
Sean Trauschke
|
|
|
|
|
|
|
|
|
|
/s/ Gary L. Whitlock
|
|
Director
|
|
February 18, 2015
|
Gary L. Whitlock
|
|
|
|
|
Subsidiary
|
|
State of Incorporation
|
Enable Gas Gathering, LLC
|
|
Oklahoma
|
Enable Gas Transmission, LLC
|
|
Delaware
|
Enable Gathering and Processing, LLC
|
|
Oklahoma
|
Enable Intrastate Holdings II, LLC
|
|
Delaware
|
Enable Oklahoma Intrastate Transmission, LLC
|
|
Delaware
|
Enable Products, LLC
|
|
Oklahoma
|
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)
|
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/s/ Rodney J. Sailor
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Rodney J. Sailor
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Executive Vice President and Chief Financial Officer, Enable GP, LLC, the General Partner of Enable Midstream Partners, LP
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(Principal Financial Officer)
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