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Delaware
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72-1252419
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(State or jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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þ
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Accelerated filer
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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Page
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•
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our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we electronically file that material with or furnish it to the SEC;
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•
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press releases on quarterly distributions, quarterly earnings, and other developments;
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•
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governance information, including our governance guidelines, committee charters, and code of ethics and business conduct;
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•
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information on events and presentations, including an archive of available calls, webcasts, and presentations; and
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•
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news and other announcements that we may post from time to time that investors may find useful or interesting.
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Adjusted EBITDA.
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A non-GAAP measure calculated as net income attributable to limited partners plus depreciation and amortization expense, interest expense, income tax expense, distributions received from equity method affiliate in excess of equity earnings, non-cash equity-based compensation, impairments, changes in fair value of derivatives, noncontrolling interest share of Adjusted EBITDA and certain other non-cash gains and losses (including gains and losses on sales of assets and write-downs of materials and supplies).
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Adjusted interest expense.
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A non-GAAP measure calculated as interest expense plus amortization of premium on long-term debt and capitalized interest, less amortization of debt expense and discount.
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Annual Report.
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Annual Report on Form 10-K for the year ended December 31, 2016.
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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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ATM Program.
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ATM Equity Offering Sales Agreement entered into on May 12, 2017 in connection with an at-the-market program, under which the Partnership may issue and sell common units having an aggregate offering price of up to $200 million in quantities, by sales methods and at prices determined by market conditions and other factors at the time of such sales.
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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/d.
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Billion cubic feet per day.
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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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CenterPoint Energy.
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CenterPoint Energy, Inc., a Texas corporation, and its subsidiaries.
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CERC.
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CenterPoint Energy Resources Corp., a Delaware corporation.
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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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DCF.
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A non-GAAP measure calculated as Adjusted EBITDA, as further adjusted for Series A Preferred Unit distributions, Adjusted interest expense, maintenance capital expenditures and current income taxes.
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Distribution coverage ratio.
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A non-GAAP measure calculated as DCF divided by distributions related to common and subordinated unitholders.
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DRIP.
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Distribution Reinvestment Plan entered into on June 23, 2016, which offers owners of our common and subordinated units the ability to purchase additional common units by reinvesting all or a portion of the cash distributions paid to them on their common or subordinated units.
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EGT.
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Enable Gas Transmission, LLC, a wholly owned subsidiary of the Partnership that operates a 5,900-mile interstate pipeline that provides natural gas transportation and storage services to customers principally in the Anadarko, Arkoma and Ark-La-Tex Basins in Oklahoma, Texas, Arkansas, Louisiana and Kansas.
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Enable GP.
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Enable GP, LLC, a Delaware limited liability company and the general partner of Enable Midstream Partners, LP.
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EOIT.
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Enable Oklahoma Intrastate Transmission, LLC, formerly Enogex LLC, a wholly owned subsidiary of the Partnership that operates a 2,200-mile intrastate pipeline that provides natural gas transportation and storage services to customers in Oklahoma.
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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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Gross margin.
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A non-GAAP measure calculated as Total revenues minus cost of natural gas and natural gas liquids, excluding depreciation and amortization.
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IPO.
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Initial public offering of Enable Midstream Partners, LP.
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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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LIBOR.
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London Interbank Offered Rate.
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MBbl.
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Thousand barrels.
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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.
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MMcf.
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Million cubic feet of natural gas.
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MMcf/d.
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Million cubic feet per day.
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MRT.
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Enable Mississippi River Transmission, LLC, a wholly owned subsidiary of the Partnership that operates a 1,600-mile interstate pipeline that provides natural gas transportation and storage services principally in Texas, Arkansas, Louisiana, Missouri and Illinois.
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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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OGE Energy.
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OGE Energy Corp., an Oklahoma corporation, and its subsidiaries.
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Partnership.
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Enable Midstream Partners, LP, and its subsidiaries.
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Partnership Agreement.
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Fourth Amended and Restated Agreement of Limited Partnership of Enable Midstream Partners, LP dated as of June 22, 2016.
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Revolving Credit Facility.
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$1.75 billion senior unsecured revolving credit facility.
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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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Series A Preferred Units.
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10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership.
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SESH.
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Southeast Supply Header, LLC, in which the Partnership owns a 50% interest, that operates an approximately 290-mile interstate natural gas pipeline from Perryville, Louisiana to southwestern Alabama near the Gulf Coast.
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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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WTI.
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West Texas Intermediate.
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2015 Term Loan Agreement.
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$450 million unsecured term loan agreement.
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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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2027 Notes.
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$700 million 4.400% senior notes due 2027.
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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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strategic decisions by CenterPoint Energy and OGE Energy regarding their ownership of us and our General Partner;
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•
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operating hazards and other risks incidental to transporting, storing, gathering and processing 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, including our Annual Report.
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
||||||||||||
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2017
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2016
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2017
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2016
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||||||||
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(In millions, except per unit data)
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||||||||||||||
Revenues (including revenues from affiliates (Note 11)):
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|
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Product sales
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$
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354
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$
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266
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$
|
740
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$
|
511
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Service revenue
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272
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|
|
263
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|
|
552
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|
|
527
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|
||||
Total Revenues
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626
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|
|
529
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|
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1,292
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|
1,038
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||||
Cost and Expenses (including expenses from affiliates (Note 11)):
|
|
|
|
|
|
|
|
|
|
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|
||||
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately)
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279
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|
|
254
|
|
|
587
|
|
|
449
|
|
||||
Operation and maintenance
|
97
|
|
|
93
|
|
|
186
|
|
|
188
|
|
||||
General and administrative
|
23
|
|
|
27
|
|
|
48
|
|
|
47
|
|
||||
Depreciation and amortization
|
89
|
|
|
83
|
|
|
177
|
|
|
164
|
|
||||
Taxes other than income taxes
|
16
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|
|
15
|
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|
32
|
|
|
30
|
|
||||
Total Cost and Expenses
|
504
|
|
|
472
|
|
|
1,030
|
|
|
878
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|
||||
Operating Income
|
122
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|
|
57
|
|
|
262
|
|
|
160
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|
||||
Other Income (Expense):
|
|
|
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|
|
|
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||||||||
Interest expense (including expenses from affiliates (Note 11))
|
(31
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)
|
|
(25
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)
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(58
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)
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(48
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)
|
||||
Equity in earnings of equity method affiliate
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7
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7
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14
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14
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||||
Other, net
|
(1
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)
|
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—
|
|
|
—
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|
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—
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|
||||
Total Other Expense
|
(25
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)
|
|
(18
|
)
|
|
(44
|
)
|
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(34
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)
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||||
Income Before Income Taxes
|
97
|
|
|
39
|
|
|
218
|
|
|
126
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|
||||
Income tax expense
|
1
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
Net Income
|
$
|
96
|
|
|
$
|
39
|
|
|
$
|
216
|
|
|
$
|
125
|
|
Less: Net income attributable to noncontrolling interest
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Net Income Attributable to Limited Partners
|
$
|
95
|
|
|
$
|
39
|
|
|
$
|
215
|
|
|
$
|
125
|
|
Less: Series A Preferred Unit distributions (Note 4)
|
9
|
|
|
4
|
|
|
18
|
|
|
4
|
|
||||
Net Income Attributable to Common and Subordinated Units (Note 3)
|
$
|
86
|
|
|
$
|
35
|
|
|
$
|
197
|
|
|
$
|
121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per unit (Note 3)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common units
|
$
|
0.20
|
|
|
$
|
0.08
|
|
|
$
|
0.45
|
|
|
$
|
0.29
|
|
Subordinated units
|
$
|
0.20
|
|
|
$
|
0.08
|
|
|
$
|
0.46
|
|
|
$
|
0.29
|
|
Diluted earnings per unit (Note 3)
|
|
|
|
|
|
|
|
|
|
||||||
Common units
|
$
|
0.20
|
|
|
$
|
0.08
|
|
|
$
|
0.45
|
|
|
$
|
0.28
|
|
Subordinated units
|
$
|
0.20
|
|
|
$
|
0.08
|
|
|
$
|
0.46
|
|
|
$
|
0.29
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
|
(In millions)
|
||||||
Current Assets:
|
|
||||||
Cash and cash equivalents
|
$
|
7
|
|
|
$
|
6
|
|
Restricted cash
|
14
|
|
|
17
|
|
||
Accounts receivable, net of allowance for doubtful accounts
|
220
|
|
|
249
|
|
||
Accounts receivable—affiliated companies
|
14
|
|
|
13
|
|
||
Inventory
|
42
|
|
|
41
|
|
||
Gas imbalances
|
23
|
|
|
41
|
|
||
Other current assets
|
31
|
|
|
29
|
|
||
Total current assets
|
351
|
|
|
396
|
|
||
Property, Plant and Equipment:
|
|
|
|
||||
Property, plant and equipment
|
11,699
|
|
|
11,567
|
|
||
Less accumulated depreciation and amortization
|
1,571
|
|
|
1,424
|
|
||
Property, plant and equipment, net
|
10,128
|
|
|
10,143
|
|
||
Other Assets:
|
|
|
|
||||
Intangible assets, net
|
293
|
|
|
306
|
|
||
Investment in equity method affiliate
|
324
|
|
|
329
|
|
||
Other
|
35
|
|
|
38
|
|
||
Total other assets
|
652
|
|
|
673
|
|
||
Total Assets
|
$
|
11,131
|
|
|
$
|
11,212
|
|
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
140
|
|
|
$
|
181
|
|
Accounts payable—affiliated companies
|
3
|
|
|
3
|
|
||
Taxes accrued
|
38
|
|
|
30
|
|
||
Gas imbalances
|
9
|
|
|
35
|
|
||
Other
|
108
|
|
|
113
|
|
||
Total current liabilities
|
298
|
|
|
362
|
|
||
Other Liabilities:
|
|
|
|
||||
Accumulated deferred income taxes, net
|
11
|
|
|
10
|
|
||
Regulatory liabilities
|
20
|
|
|
19
|
|
||
Other
|
34
|
|
|
34
|
|
||
Total other liabilities
|
65
|
|
|
63
|
|
||
Long-Term Debt
|
3,046
|
|
|
2,993
|
|
||
Commitments and Contingencies (Note 12)
|
|
|
|
||||
Partners’ Equity:
|
|
|
|
||||
Series A Preferred Units (14,520,000 issued and outstanding at June 30, 2017 and December 31, 2016)
|
362
|
|
|
362
|
|
||
Common units (224,700,966 issued and outstanding at June 30, 2017 and 224,535,454 issued and outstanding at December 31, 2016, respectively)
|
3,702
|
|
|
3,737
|
|
||
Subordinated units (207,855,430 issued and outstanding at June 30, 2017 and December 31, 2016, respectively)
|
3,646
|
|
|
3,683
|
|
||
Noncontrolling interest
|
12
|
|
|
12
|
|
||
Total Partners’ Equity
|
7,722
|
|
|
7,794
|
|
||
Total Liabilities and Partners’ Equity
|
$
|
11,131
|
|
|
$
|
11,212
|
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Cash Flows from Operating Activities:
|
|
||||||
Net income
|
$
|
216
|
|
|
$
|
125
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
177
|
|
|
164
|
|
||
Deferred income taxes
|
2
|
|
|
—
|
|
||
Loss on sale/retirement of assets
|
5
|
|
|
7
|
|
||
Equity in earnings of equity method affiliate
|
(14
|
)
|
|
(14
|
)
|
||
Return on investment in equity method affiliate
|
14
|
|
|
14
|
|
||
Equity-based compensation
|
8
|
|
|
5
|
|
||
Amortization of debt costs and discount (premium)
|
(1
|
)
|
|
(1
|
)
|
||
Changes in other assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
29
|
|
|
20
|
|
||
Accounts receivable—affiliated companies
|
(1
|
)
|
|
2
|
|
||
Inventory
|
(1
|
)
|
|
9
|
|
||
Gas imbalance assets
|
18
|
|
|
4
|
|
||
Other current assets
|
(2
|
)
|
|
(1
|
)
|
||
Other assets
|
3
|
|
|
1
|
|
||
Accounts payable
|
(46
|
)
|
|
(79
|
)
|
||
Accounts payable—affiliated companies
|
—
|
|
|
(5
|
)
|
||
Gas imbalance liabilities
|
(26
|
)
|
|
(15
|
)
|
||
Other current liabilities
|
3
|
|
|
48
|
|
||
Other liabilities
|
(2
|
)
|
|
5
|
|
||
Net cash provided by operating activities
|
382
|
|
|
289
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(148
|
)
|
|
(221
|
)
|
||
Proceeds from sale of assets
|
1
|
|
|
—
|
|
||
Return of investment in equity method affiliate
|
5
|
|
|
13
|
|
||
Net cash used in investing activities
|
(142
|
)
|
|
(208
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from long term debt, net of issuance costs
|
691
|
|
|
—
|
|
||
Proceeds from revolving credit facility
|
394
|
|
|
693
|
|
||
Repayment of revolving credit facility
|
(1,030
|
)
|
|
(261
|
)
|
||
Decrease in short-term debt
|
—
|
|
|
(236
|
)
|
||
Repayment of notes payable—affiliated companies
|
—
|
|
|
(363
|
)
|
||
Proceeds from issuance of Series A Preferred Units, net of issuance costs
|
—
|
|
|
362
|
|
||
Distributions
|
(296
|
)
|
|
(274
|
)
|
||
Cash taxes paid for employee equity-based compensation
|
(1
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(242
|
)
|
|
(79
|
)
|
||
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash
|
(2
|
)
|
|
2
|
|
||
Cash, Cash Equivalents and Restricted Cash at Beginning of Period
|
23
|
|
|
4
|
|
||
Cash, Cash Equivalents and Restricted Cash at End of Period
|
$
|
21
|
|
|
$
|
6
|
|
|
Series A
Preferred
Units
|
|
Common
Units
|
|
Subordinated
Units
|
|
Noncontrolling
Interest
|
|
Total Partners’
Equity
|
|||||||||||||||||||
|
Units
|
|
Value
|
|
Units
|
|
Value
|
|
Units
|
|
Value
|
|
Value
|
|
Value
|
|||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||||
Balance as of December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
214
|
|
|
$
|
3,714
|
|
|
208
|
|
|
$
|
3,805
|
|
|
$
|
12
|
|
|
$
|
7,531
|
|
Net income
|
—
|
|
|
4
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
125
|
|
|||||
Issuance of Series A Preferred Units
|
15
|
|
|
362
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
362
|
|
|||||
Distributions
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
(132
|
)
|
|
(1
|
)
|
|
(274
|
)
|
|||||
Equity-based compensation, net of units for employee taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Balance as of June 30, 2016
|
15
|
|
|
$
|
362
|
|
|
214
|
|
|
$
|
3,644
|
|
|
208
|
|
|
$
|
3,732
|
|
|
$
|
11
|
|
|
$
|
7,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2016
|
15
|
|
|
$
|
362
|
|
|
224
|
|
|
$
|
3,737
|
|
|
208
|
|
|
$
|
3,683
|
|
|
$
|
12
|
|
|
$
|
7,794
|
|
Net income
|
—
|
|
|
18
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
95
|
|
|
1
|
|
|
216
|
|
|||||
Distributions
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(144
|
)
|
|
—
|
|
|
(132
|
)
|
|
(1
|
)
|
|
(295
|
)
|
|||||
Equity-based compensation, net of units for employee taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Balance as of June 30, 2017
|
15
|
|
|
$
|
362
|
|
|
224
|
|
|
$
|
3,702
|
|
|
208
|
|
|
$
|
3,646
|
|
|
$
|
12
|
|
|
$
|
7,722
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions, except per unit data)
|
||||||||||||||
Net income
|
$
|
96
|
|
|
$
|
39
|
|
|
$
|
216
|
|
|
$
|
125
|
|
Net income attributable to noncontrolling interest
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Series A Preferred Unit distribution
|
9
|
|
|
4
|
|
|
18
|
|
|
4
|
|
||||
General partner interest in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income available to common and subordinated unitholders
|
$
|
86
|
|
|
$
|
35
|
|
|
$
|
197
|
|
|
$
|
121
|
|
|
|
|
|
|
|
|
|
||||||||
Net income allocable to common units
|
$
|
45
|
|
|
$
|
18
|
|
|
$
|
102
|
|
|
$
|
61
|
|
Net income allocable to subordinated units
|
41
|
|
|
17
|
|
|
95
|
|
|
60
|
|
||||
Net income available to common and subordinated unitholders
|
$
|
86
|
|
|
$
|
35
|
|
|
$
|
197
|
|
|
$
|
121
|
|
|
|
|
|
|
|
|
|
||||||||
Net income allocable to common units
|
$
|
45
|
|
|
$
|
18
|
|
|
$
|
102
|
|
|
$
|
61
|
|
Dilutive effect of Series A Preferred Unit distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Diluted net income allocable to common units
|
45
|
|
|
18
|
|
|
102
|
|
|
65
|
|
||||
Diluted net income allocable to subordinated units
|
41
|
|
|
17
|
|
|
95
|
|
|
60
|
|
||||
Total
|
$
|
86
|
|
|
$
|
35
|
|
|
$
|
197
|
|
|
$
|
125
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average number of outstanding
|
|
|
|
|
|
|
|
||||||||
Common units
(1)
|
225
|
|
|
214
|
|
|
225
|
|
|
214
|
|
||||
Subordinated units
|
208
|
|
|
208
|
|
|
208
|
|
|
208
|
|
||||
Total
|
433
|
|
|
422
|
|
|
433
|
|
|
422
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per unit
|
|
|
|
|
|
|
|
||||||||
Common units
|
$
|
0.20
|
|
|
$
|
0.08
|
|
|
$
|
0.45
|
|
|
$
|
0.29
|
|
Subordinated units
|
$
|
0.20
|
|
|
$
|
0.08
|
|
|
$
|
0.46
|
|
|
$
|
0.29
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average number of outstanding common units
|
225
|
|
|
214
|
|
|
225
|
|
|
214
|
|
||||
Dilutive effect of Series A Preferred Units
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||
Dilutive effect of performance units
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||
Diluted weighted average number of outstanding common units
|
226
|
|
|
215
|
|
|
226
|
|
|
234
|
|
||||
Diluted weighted average number of outstanding subordinated units
|
208
|
|
|
208
|
|
|
208
|
|
|
208
|
|
||||
Total
|
434
|
|
|
423
|
|
|
434
|
|
|
442
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per unit
|
|
|
|
|
|
|
|
||||||||
Common units
|
$
|
0.20
|
|
|
$
|
0.08
|
|
|
$
|
0.45
|
|
|
$
|
0.28
|
|
Subordinated units
|
$
|
0.20
|
|
|
$
|
0.08
|
|
|
$
|
0.46
|
|
|
$
|
0.29
|
|
(1)
|
Basic weighted average number of outstanding common units for the
three and six
months ended
June 30, 2017
includes approximately
one million
time-based phantom units.
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Per Unit Distribution
|
|
Total Cash Distribution
|
||||
June 30, 2017
(1)
|
|
August 22, 2017
|
|
August 29, 2017
|
|
$
|
0.318
|
|
|
$
|
138
|
|
March 31, 2017
|
|
May 23, 2017
|
|
May 30, 2017
|
|
$
|
0.318
|
|
|
$
|
137
|
|
December 31, 2016
|
|
February 21, 2017
|
|
February 28, 2017
|
|
$
|
0.318
|
|
|
$
|
137
|
|
September 30, 2016
|
|
November 14, 2016
|
|
November 22, 2016
|
|
$
|
0.318
|
|
|
$
|
134
|
|
June 30, 2016
|
|
August 16, 2016
|
|
August 23, 2016
|
|
$
|
0.318
|
|
|
$
|
134
|
|
March 31, 2016
|
|
May 6, 2016
|
|
May 13, 2016
|
|
$
|
0.318
|
|
|
$
|
134
|
|
December 31, 2015
|
|
February 2, 2016
|
|
February 12, 2016
|
|
$
|
0.318
|
|
|
$
|
134
|
|
(1)
|
The board of directors of Enable GP declared this
$0.318
per common unit cash distribution on
July 31, 2017
, to be paid on
August 29, 2017
, to common and subordinated unitholders of record at the close of business on
August 22, 2017
.
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Per Unit Distribution
|
|
Total Cash Distribution
|
||||
June 30, 2017
(1)
|
|
July 31, 2017
|
|
August 14, 2017
|
|
$
|
0.625
|
|
|
$
|
9
|
|
March 31, 2017
|
|
May 2, 2017
|
|
May 12, 2017
|
|
$
|
0.625
|
|
|
$
|
9
|
|
December 31, 2016
|
|
February 10, 2017
|
|
February 15, 2017
|
|
$
|
0.625
|
|
|
$
|
9
|
|
September 30, 2016
|
|
November 1, 2016
|
|
November 14, 2016
|
|
$
|
0.625
|
|
|
$
|
9
|
|
June 30, 2016
|
|
August 2, 2016
|
|
August 12, 2016
|
|
$
|
0.625
|
|
|
$
|
9
|
|
March 31, 2016
(2)
|
|
May 6, 2016
|
|
May 13, 2016
|
|
$
|
0.2917
|
|
|
$
|
4
|
|
(1)
|
The board of directors of Enable GP declared a
$0.625
per Series A Preferred Unit cash distribution on
July 31, 2017
, to be paid on
August 14, 2017
, to Series A Preferred unitholders of record at the close of business on
July 31, 2017
.
|
(2)
|
The prorated quarterly distribution for the Series A Preferred Units is for a partial period beginning on February 18, 2016, and ending on March 31, 2016, which equates to
$0.625
per unit on a full-quarter basis or
$2.50
per unit on an annualized basis.
|
•
|
rank senior to the Partnership’s common units with respect to the payment of distributions and distribution of assets upon liquidation, dissolution and winding up;
|
•
|
have no stated maturity;
|
•
|
are not subject to any sinking fund; and
|
•
|
will remain outstanding indefinitely unless repurchased or redeemed by the Partnership or converted into its common units in connection with a change of control.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
SESH
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
SESH
(1)
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
19
|
|
|
$
|
27
|
|
(1)
|
Distributions from equity method affiliate includes a
$7 million
and
$7 million
return on investment and a
$1 million
and
zero
return of investment for the
three months ended June 30, 2017
and
2016
, respectively. Distributions from equity method affiliate includes a
$14 million
and
$14 million
return on investment and a
$5 million
and
$13 million
return of investment for the
six months ended June 30, 2017
and
2016
, respectively.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Income Statements:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
28
|
|
|
$
|
28
|
|
|
$
|
56
|
|
|
$
|
57
|
|
Operating income
|
$
|
18
|
|
|
$
|
18
|
|
|
$
|
35
|
|
|
$
|
37
|
|
Net income
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
26
|
|
|
$
|
28
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Outstanding Principal
|
|
Premium (Discount)
|
|
Total Debt
|
|
Outstanding Principal
|
|
Premium (Discount)
|
|
Total Debt
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Revolving Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
636
|
|
|
$
|
—
|
|
|
$
|
636
|
|
2015 Term Loan Agreement
|
450
|
|
|
—
|
|
|
450
|
|
|
450
|
|
|
—
|
|
|
450
|
|
||||||
2019 Notes
|
500
|
|
|
—
|
|
|
500
|
|
|
500
|
|
|
—
|
|
|
500
|
|
||||||
2024 Notes
|
600
|
|
|
—
|
|
|
600
|
|
|
600
|
|
|
(1
|
)
|
|
599
|
|
||||||
2027 Notes
|
700
|
|
|
(3
|
)
|
|
697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2044 Notes
|
550
|
|
|
—
|
|
|
550
|
|
|
550
|
|
|
—
|
|
|
550
|
|
||||||
EOIT Senior Notes
|
250
|
|
|
15
|
|
|
265
|
|
|
250
|
|
|
18
|
|
|
268
|
|
||||||
Total debt
|
$
|
3,050
|
|
|
$
|
12
|
|
|
$
|
3,062
|
|
|
$
|
2,986
|
|
|
$
|
17
|
|
|
$
|
3,003
|
|
Less: Unamortized debt expense
(1)
|
|
|
|
|
16
|
|
|
|
|
|
|
10
|
|
||||||||||
Total long-term debt
|
|
|
|
|
$
|
3,046
|
|
|
|
|
|
|
$
|
2,993
|
|
(1)
|
As of
June 30, 2017
and
December 31, 2016
, there was an additional
$4 million
and
$5 million
, respectively, of unamortized debt expense related to the Revolving Credit Facility included in Other long-term assets, not included above.
|
•
|
NGL put options, NGL futures and swaps, and WTI crude oil 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 natural gas exposure associated with its gathering, processing and 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.
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||
|
Gross Notional Volume
|
||||||||||
|
Purchases
|
|
Sales
|
|
Purchases
|
|
Sales
|
||||
Natural gas—
TBtu
(1)
|
|
|
|
|
|
|
|
||||
Financial fixed futures/swaps
|
17
|
|
|
21
|
|
|
2
|
|
|
29
|
|
Financial basis futures/swaps
|
17
|
|
|
25
|
|
|
2
|
|
|
30
|
|
Physical purchases/sales
|
2
|
|
|
50
|
|
|
1
|
|
|
25
|
|
Crude oil (for condensate)—
MBbl
(2)
|
|
|
|
|
|
|
|
||||
Financial Futures/swaps
|
—
|
|
|
330
|
|
|
—
|
|
|
540
|
|
Natural gas liquids—
MBbl
(3)
|
|
|
|
|
|
|
|
||||
Financial Futures/swaps
|
—
|
|
|
1,310
|
|
|
60
|
|
|
1,133
|
|
(1)
|
As of
June 30, 2017
,
67.0%
of the natural gas contracts had durations of one year or less,
14.2%
had durations of more than one year and less than two years and
18.8%
had durations of more than two years. As of
December 31, 2016
,
100.0%
of the natural gas contracts had durations of one year or less.
|
(2)
|
As of
June 30, 2017
and
December 31, 2016
,
100%
of the crude oil (for condensate) contracts had durations of one year or less.
|
(3)
|
As of
June 30, 2017
,
61.1%
of the natural gas liquids contracts had durations of one year or less and
38.9%
had durations of more than one year and less than two years. As of
December 31, 2016
,
100%
of the natural gas liquid contracts had durations of one year or less.
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Fair Value
|
||||||||||||||
Instrument
|
Balance Sheet Location
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
|
|
(In millions)
|
||||||||||||||
Natural gas
|
|
|
|
|
|
|
||||||||||
Financial futures/swaps
|
Other Current/Other
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
22
|
|
Physical purchases/sales
|
Other Current/Other
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Crude oil (for condensate)
|
|
|
|
|
|
|
|
|
||||||||
Financial futures/swaps
|
Other Current/Other
|
2
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Natural gas liquids
|
|
|
|
|
|
|
|
|
||||||||
Financial Futures/swaps
|
Other Current/Other
|
—
|
|
|
2
|
|
|
—
|
|
|
8
|
|
||||
Total gross derivatives
(1)
|
|
$
|
8
|
|
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
34
|
|
(1)
|
See Note 9 for a reconciliation of the Partnership’s total derivatives fair value to the Partnership’s Condensed Consolidated Balance Sheets as of
June 30, 2017
and
December 31, 2016
.
|
|
Amounts Recognized in Income
|
||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Natural gas
|
|
|
|
|
|
|
|
||||||||
Financial futures/swaps gains (losses)
|
$
|
5
|
|
|
$
|
(21
|
)
|
|
$
|
16
|
|
|
$
|
(11
|
)
|
Physical purchases/sales gains (losses)
|
2
|
|
|
(4
|
)
|
|
7
|
|
|
(8
|
)
|
||||
Crude oil (for condensate)
|
|
|
|
|
|
|
|
||||||||
Financial futures/swaps gains (losses)
|
2
|
|
|
(4
|
)
|
|
5
|
|
|
(3
|
)
|
||||
Natural gas liquids
|
|
|
|
|
|
|
|
||||||||
Financial futures/swaps gains (losses)
|
—
|
|
|
(5
|
)
|
|
2
|
|
|
(9
|
)
|
||||
Total
|
$
|
9
|
|
|
$
|
(34
|
)
|
|
$
|
30
|
|
|
$
|
(31
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Change in fair value of derivatives
|
$
|
11
|
|
|
$
|
(39
|
)
|
|
$
|
35
|
|
|
$
|
(47
|
)
|
Realized gain (loss) on derivatives
|
(2
|
)
|
|
5
|
|
|
(5
|
)
|
|
16
|
|
||||
Gain (loss) on derivative activity
|
$
|
9
|
|
|
$
|
(34
|
)
|
|
$
|
30
|
|
|
$
|
(31
|
)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
|
(In millions)
|
||||||||||||||
Long-Term Debt
|
|
|
|
|
|
|
|
||||||||
Revolving Credit Facility (Level 2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
636
|
|
|
$
|
636
|
|
2015 Term Loan Agreement (Level 2)
|
450
|
|
|
450
|
|
|
450
|
|
|
450
|
|
||||
2019 Notes (Level 2)
|
500
|
|
|
496
|
|
|
500
|
|
|
490
|
|
||||
2024 Notes (Level 2)
|
600
|
|
|
595
|
|
|
599
|
|
|
564
|
|
||||
2027 Notes (Level 2)
|
697
|
|
|
705
|
|
|
—
|
|
|
—
|
|
||||
2044 Notes (Level 2)
|
550
|
|
|
521
|
|
|
550
|
|
|
467
|
|
||||
EOIT Senior Notes (Level 2)
|
265
|
|
|
264
|
|
|
268
|
|
|
260
|
|
June 30, 2017
|
Commodity Contracts
|
|
Gas Imbalances
(1)
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
(2)
|
|
Liabilities
(3)
|
||||||||
|
(In millions)
|
||||||||||||||
Quoted market prices in active market for identical assets (Level 1)
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Significant other observable inputs (Level 2)
|
4
|
|
|
—
|
|
|
22
|
|
|
7
|
|
||||
Unobservable inputs (Level 3)
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Total fair value
|
8
|
|
|
5
|
|
|
22
|
|
|
7
|
|
||||
Netting adjustments
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
22
|
|
|
$
|
7
|
|
December 31, 2016
|
Commodity Contracts
|
|
Gas Imbalances
(1)
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
(2)
|
|
Liabilities
(3)
|
||||||||
|
(In millions)
|
||||||||||||||
Quoted market prices in active market for identical assets (Level 1)
|
$
|
2
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Significant other observable inputs (Level 2)
|
—
|
|
|
4
|
|
|
41
|
|
|
30
|
|
||||
Unobservable inputs (Level 3)
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||
Total fair value
|
2
|
|
|
34
|
|
|
41
|
|
|
30
|
|
||||
Netting adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
2
|
|
|
$
|
34
|
|
|
$
|
41
|
|
|
$
|
30
|
|
(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 EOIT 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
June 30, 2017
and
December 31, 2016
.
|
(2)
|
Gas imbalance assets exclude fuel reserves for under retained fuel due from shippers of
$1 million
and
zero
at
June 30, 2017
and
December 31, 2016
, 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
$2 million
and
$5 million
at
June 30, 2017
and
December 31, 2016
, 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.
|
|
Commodity Contracts
|
||
|
Natural gas liquids
financial futures/swaps
|
||
|
(In millions)
|
||
Balance as of December 31, 2016
|
$
|
(8
|
)
|
Gains included in earnings
|
2
|
|
|
Settlements
|
4
|
|
|
Balance as of June 30, 2017
|
$
|
(2
|
)
|
|
June 30, 2017
|
||||
Product Group
|
Fair Value
|
|
Forward Curve Range
|
||
|
(In millions)
|
|
(Per gallon)
|
||
Natural gas liquids
|
$
|
(2
|
)
|
|
$0.264 - $0.757
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Cash Payments:
|
|
|
|
||||
Interest, net of capitalized interest
|
$
|
50
|
|
|
$
|
51
|
|
Income taxes, net of refunds
|
—
|
|
|
1
|
|
||
Non-cash transactions:
|
|
|
|
|
|
||
Accounts payable related to capital expenditures
|
24
|
|
|
24
|
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Cash and cash equivalents
|
$
|
7
|
|
|
$
|
6
|
|
Restricted cash
|
14
|
|
|
—
|
|
||
Cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows
|
$
|
21
|
|
|
$
|
6
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Gas transportation and storage service revenue — CenterPoint Energy
|
$
|
24
|
|
|
$
|
24
|
|
|
$
|
57
|
|
|
$
|
57
|
|
Natural gas product sales — CenterPoint Energy
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Gas transportation and storage service revenue — OGE Energy
|
9
|
|
|
9
|
|
|
18
|
|
|
18
|
|
||||
Natural gas product sales — OGE Energy
|
—
|
|
|
5
|
|
|
—
|
|
|
6
|
|
||||
Total revenues — affiliated companies
|
$
|
34
|
|
|
$
|
38
|
|
|
$
|
76
|
|
|
$
|
82
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Cost of natural gas purchases — CenterPoint Energy
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Cost of natural gas purchases — OGE Energy
|
4
|
|
|
3
|
|
|
7
|
|
|
5
|
|
||||
Total cost of natural gas purchases — affiliated companies
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
8
|
|
|
$
|
5
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Corporate Services — CenterPoint Energy
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
5
|
|
Seconded Employee Costs — OGE Energy
|
9
|
|
|
8
|
|
|
16
|
|
|
17
|
|
||||
Corporate Services — OGE Energy
|
1
|
|
|
1
|
|
|
2
|
|
|
3
|
|
||||
Total corporate services and seconded employees expense
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
20
|
|
|
$
|
25
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Performance units
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
3
|
|
Restricted units
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Phantom units
|
1
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
Total compensation expense
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
8
|
|
|
$
|
5
|
|
|
Performance Units
|
|
Restricted Units
|
|
Phantom Units
|
||||||||||||||||||
|
Number
of Units
|
|
Weighted Average Grant-Date Fair Value, Per Unit
|
|
Number
of Units
|
|
Weighted Average Grant-Date Fair Value, Per Unit
|
|
Number
of Units
|
|
Weighted Average Grant-Date Fair Value, Per Unit
|
||||||||||||
|
(In millions, except unit data)
|
||||||||||||||||||||||
Units Outstanding at December 31, 2016
|
1,969,107
|
|
|
$
|
15.27
|
|
|
392,995
|
|
|
$
|
20.74
|
|
|
643,604
|
|
|
$
|
8.49
|
|
|||
Granted
(1)
|
468,626
|
|
|
19.27
|
|
|
—
|
|
|
—
|
|
|
377,979
|
|
|
16.26
|
|
||||||
Vested
(2)
|
(334,682
|
)
|
|
29.61
|
|
|
(148,735
|
)
|
|
25.50
|
|
|
(1,869
|
)
|
|
8.12
|
|
||||||
Forfeited
|
(42,150
|
)
|
|
14.93
|
|
|
(7,038
|
)
|
|
19.60
|
|
|
(12,420
|
)
|
|
10.28
|
|
||||||
Units Outstanding at June 30, 2017
|
2,060,901
|
|
|
$
|
13.86
|
|
|
237,222
|
|
|
$
|
17.80
|
|
|
1,007,294
|
|
|
$
|
11.38
|
|
|||
Aggregate Intrinsic Value of Units Outstanding at June 30, 2017
|
$
|
33
|
|
|
|
|
$
|
4
|
|
|
|
|
$
|
16
|
|
|
|
(1)
|
Performance units 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.
|
(2)
|
Performance units vested as of
June 30, 2017
include
334,682
units from the annual grant, which were approved by the Board of Directors in 2014 and paid out at
91.5%
, or
306,170
units, based on the level of achievement of a performance goal established by the Board of Directors over the performance period.
|
|
June 30, 2017
|
||||
|
Unrecognized Compensation Cost
(In millions)
|
|
Weighted Average to be Recognized
(In years)
|
||
Performance Units
|
$
|
18
|
|
|
1.79
|
Restricted Units
|
1
|
|
|
0.93
|
|
Phantom Units
|
8
|
|
|
2.06
|
|
Total
|
$
|
27
|
|
|
|
Three Months Ended June 30, 2017
|
Gathering and
Processing |
|
Transportation
and Storage (1) |
|
Eliminations
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Product sales
|
$
|
336
|
|
|
$
|
134
|
|
|
$
|
(116
|
)
|
|
$
|
354
|
|
Service revenue
|
144
|
|
|
129
|
|
|
(1
|
)
|
|
272
|
|
||||
Total Revenues
|
480
|
|
|
263
|
|
|
(117
|
)
|
|
626
|
|
||||
Cost of natural gas and natural gas liquids
|
269
|
|
|
127
|
|
|
(117
|
)
|
|
279
|
|
||||
Operation and maintenance, General and administrative
|
75
|
|
|
45
|
|
|
—
|
|
|
120
|
|
||||
Depreciation and amortization
|
55
|
|
|
34
|
|
|
—
|
|
|
89
|
|
||||
Taxes other than income tax
|
9
|
|
|
7
|
|
|
—
|
|
|
16
|
|
||||
Operating income
|
$
|
72
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
122
|
|
Total assets
|
$
|
8,612
|
|
|
$
|
5,516
|
|
|
$
|
(2,997
|
)
|
|
$
|
11,131
|
|
Capital expenditures
|
$
|
39
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
87
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Three Months Ended June 30, 2016
|
Gathering and
Processing |
|
Transportation and Storage (1) |
|
Eliminations
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Product sales
|
$
|
256
|
|
|
$
|
92
|
|
|
$
|
(82
|
)
|
|
$
|
266
|
|
Service revenue
|
131
|
|
|
133
|
|
|
(1
|
)
|
|
263
|
|
||||
Total Revenues
|
387
|
|
|
225
|
|
|
(83
|
)
|
|
529
|
|
||||
Cost of natural gas and natural gas liquids
|
231
|
|
|
106
|
|
|
(83
|
)
|
|
254
|
|
||||
Operation and maintenance, General and administrative
|
67
|
|
|
53
|
|
|
—
|
|
|
120
|
|
||||
Depreciation and amortization
|
52
|
|
|
31
|
|
|
—
|
|
|
83
|
|
||||
Taxes other than income tax
|
8
|
|
|
7
|
|
|
—
|
|
|
15
|
|
||||
Operating income
|
$
|
29
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
57
|
|
Total assets as of December 31, 2016
|
$
|
7,453
|
|
|
$
|
4,963
|
|
|
$
|
(1,204
|
)
|
|
$
|
11,212
|
|
Capital expenditures
|
$
|
79
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
91
|
|
Six Months Ended June 30, 2017
|
Gathering and
Processing |
|
Transportation
and Storage (1) |
|
Eliminations
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Product sales
|
$
|
687
|
|
|
$
|
287
|
|
|
$
|
(234
|
)
|
|
$
|
740
|
|
Service revenue
|
284
|
|
|
270
|
|
|
(2
|
)
|
|
552
|
|
||||
Total Revenues
|
971
|
|
|
557
|
|
|
(236
|
)
|
|
1,292
|
|
||||
Cost of natural gas and natural gas liquids
|
555
|
|
|
267
|
|
|
(235
|
)
|
|
587
|
|
||||
Operation and maintenance, General and administrative
|
145
|
|
|
90
|
|
|
(1
|
)
|
|
234
|
|
||||
Depreciation and amortization
|
111
|
|
|
66
|
|
|
—
|
|
|
177
|
|
||||
Taxes other than income tax
|
18
|
|
|
14
|
|
|
—
|
|
|
32
|
|
||||
Operating income
|
$
|
142
|
|
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
262
|
|
Total assets
|
$
|
8,612
|
|
|
$
|
5,516
|
|
|
$
|
(2,997
|
)
|
|
$
|
11,131
|
|
Capital expenditures
|
$
|
90
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
148
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2016
|
Gathering and
Processing |
|
Transportation and Storage (1) |
|
Eliminations
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Product sales
|
$
|
464
|
|
|
$
|
198
|
|
|
$
|
(151
|
)
|
|
$
|
511
|
|
Service revenue
|
256
|
|
|
273
|
|
|
(2
|
)
|
|
527
|
|
||||
Total Revenues
|
720
|
|
|
471
|
|
|
(153
|
)
|
|
1,038
|
|
||||
Cost of natural gas and natural gas liquids
|
396
|
|
|
205
|
|
|
(152
|
)
|
|
449
|
|
||||
Operation and maintenance, General and administrative
|
142
|
|
|
94
|
|
|
(1
|
)
|
|
235
|
|
||||
Depreciation and amortization
|
101
|
|
|
63
|
|
|
—
|
|
|
164
|
|
||||
Taxes other than income tax
|
16
|
|
|
14
|
|
|
—
|
|
|
30
|
|
||||
Operating income
|
$
|
65
|
|
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
160
|
|
Total assets as of December 31, 2016
|
$
|
7,453
|
|
|
$
|
4,963
|
|
|
$
|
(1,204
|
)
|
|
$
|
11,212
|
|
Capital expenditures
|
$
|
200
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
221
|
|
(1)
|
See Note 6 for discussion regarding ownership interests in SESH and related equity earnings included in the transportation and storage segment for the
three and six
months ended
June 30, 2017
and
2016
.
|
Three Months Ended June 30, 2017
|
Gathering and
Processing |
|
Transportation
and Storage |
|
Eliminations
|
|
Enable
Midstream Partners, LP |
||||||||
|
(In millions)
|
||||||||||||||
Product sales
|
$
|
336
|
|
|
$
|
134
|
|
|
$
|
(116
|
)
|
|
$
|
354
|
|
Service revenue
|
144
|
|
|
129
|
|
|
(1
|
)
|
|
272
|
|
||||
Total Revenues
|
480
|
|
|
263
|
|
|
(117
|
)
|
|
626
|
|
||||
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately)
|
269
|
|
|
127
|
|
|
(117
|
)
|
|
279
|
|
||||
Gross margin
(1)
|
211
|
|
|
136
|
|
|
—
|
|
|
347
|
|
||||
Operation and maintenance, General and administrative
|
75
|
|
|
45
|
|
|
—
|
|
|
120
|
|
||||
Depreciation and amortization
|
55
|
|
|
34
|
|
|
—
|
|
|
89
|
|
||||
Taxes other than income tax
|
9
|
|
|
7
|
|
|
—
|
|
|
16
|
|
||||
Operating income
|
$
|
72
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
122
|
|
Equity in earnings of equity method affiliate
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Three Months Ended June 30, 2016
|
Gathering and
Processing |
|
Transportation
and Storage |
|
Eliminations
|
|
Enable
Midstream Partners, LP |
||||||||
|
(In millions)
|
||||||||||||||
Product sales
|
$
|
256
|
|
|
$
|
92
|
|
|
$
|
(82
|
)
|
|
$
|
266
|
|
Service revenue
|
131
|
|
|
133
|
|
|
(1
|
)
|
|
263
|
|
||||
Total Revenues
|
387
|
|
|
225
|
|
|
(83
|
)
|
|
529
|
|
||||
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately)
|
231
|
|
|
106
|
|
|
(83
|
)
|
|
254
|
|
||||
Gross margin
(1)
|
156
|
|
|
119
|
|
|
—
|
|
|
275
|
|
||||
Operation and maintenance, General and administrative
|
67
|
|
|
53
|
|
|
—
|
|
|
120
|
|
||||
Depreciation and amortization
|
52
|
|
|
31
|
|
|
—
|
|
|
83
|
|
||||
Taxes other than income tax
|
8
|
|
|
7
|
|
|
—
|
|
|
15
|
|
||||
Operating income
|
$
|
29
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
57
|
|
Equity in earnings of equity method affiliate
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Six Months Ended June 30, 2017
|
Gathering and
Processing |
|
Transportation
and Storage |
|
Eliminations
|
|
Enable
Midstream Partners, LP |
||||||||
|
(In millions)
|
||||||||||||||
Product sales
|
$
|
687
|
|
|
$
|
287
|
|
|
$
|
(234
|
)
|
|
$
|
740
|
|
Service revenue
|
284
|
|
|
270
|
|
|
(2
|
)
|
|
552
|
|
||||
Total Revenues
|
971
|
|
|
557
|
|
|
(236
|
)
|
|
1,292
|
|
||||
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately)
|
555
|
|
|
267
|
|
|
(235
|
)
|
|
587
|
|
||||
Gross margin
(1)
|
416
|
|
|
290
|
|
|
(1
|
)
|
|
705
|
|
||||
Operation and maintenance, General and administrative
|
145
|
|
|
90
|
|
|
(1
|
)
|
|
234
|
|
||||
Depreciation and amortization
|
111
|
|
|
66
|
|
|
—
|
|
|
177
|
|
||||
Taxes other than income tax
|
18
|
|
|
14
|
|
|
—
|
|
|
32
|
|
||||
Operating income
|
$
|
142
|
|
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
262
|
|
Equity in earnings of equity method affiliate
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Six Months Ended June 30, 2016
|
Gathering and
Processing
|
|
Transportation
and Storage
|
|
Eliminations
|
|
Enable
Midstream
Partners, LP
|
||||||||
|
(In millions)
|
||||||||||||||
Product sales
|
$
|
464
|
|
|
$
|
198
|
|
|
$
|
(151
|
)
|
|
$
|
511
|
|
Service revenue
|
256
|
|
|
273
|
|
|
(2
|
)
|
|
527
|
|
||||
Total Revenues
|
720
|
|
|
471
|
|
|
(153
|
)
|
|
1,038
|
|
||||
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately)
|
396
|
|
|
205
|
|
|
(152
|
)
|
|
449
|
|
||||
Gross margin
(1)
|
324
|
|
|
266
|
|
|
(1
|
)
|
|
589
|
|
||||
Operation and maintenance, General and administrative
|
142
|
|
|
94
|
|
|
(1
|
)
|
|
235
|
|
||||
Depreciation and amortization
|
101
|
|
|
63
|
|
|
—
|
|
|
164
|
|
||||
Taxes other than income tax
|
16
|
|
|
14
|
|
|
—
|
|
|
30
|
|
||||
Operating income
|
$
|
65
|
|
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
160
|
|
Equity in earnings of equity method affiliate
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
(1)
|
Gross margin is a non-GAAP measure and is reconciled to its most directly comparable financial measures calculated and presented below under the caption Reconciliations of Non-GAAP Financial Measures.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Operating Data:
|
|
||||||||||
Gathered volumes—TBtu
|
301
|
|
|
282
|
|
|
597
|
|
|
560
|
|
Gathered volumes—TBtu/d
|
3.31
|
|
|
3.10
|
|
|
3.30
|
|
|
3.07
|
|
Natural gas processed volumes—TBtu
|
174
|
|
|
161
|
|
|
342
|
|
|
323
|
|
Natural gas processed volumes—TBtu/d
|
1.91
|
|
|
1.76
|
|
|
1.89
|
|
|
1.78
|
|
NGLs produced—MBbl/d
(1)
|
87.12
|
|
|
83.09
|
|
|
83.46
|
|
|
78.36
|
|
NGLs sold—MBbl/d
(1)(2)
|
86.51
|
|
|
83.80
|
|
|
82.61
|
|
|
80.15
|
|
Condensate sold—MBbl/d
|
5.04
|
|
|
6.08
|
|
|
5.26
|
|
|
6.26
|
|
Crude Oil—Gathered volumes—MBbl/d
|
23.20
|
|
|
25.52
|
|
|
22.19
|
|
|
27.18
|
|
Transported volumes—TBtu
|
445
|
|
|
446
|
|
|
938
|
|
|
911
|
|
Transported volumes—TBtu/d
|
4.86
|
|
|
4.87
|
|
|
5.17
|
|
|
4.99
|
|
Interstate firm contracted capacity—Bcf/d
|
6.21
|
|
|
6.95
|
|
|
6.72
|
|
|
7.06
|
|
Intrastate average deliveries—TBtu/d
|
1.84
|
|
|
1.72
|
|
|
1.84
|
|
|
1.70
|
|
(1)
|
Excludes condensate.
|
(2)
|
NGLs sold includes volumes of NGLs withdrawn from inventory or purchased for system balancing purposes.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Anadarko
|
|
|
|
|
|
|
|
||||
Gathered volumes—TBtu/d
|
1.78
|
|
|
1.62
|
|
|
1.77
|
|
|
1.62
|
|
Natural gas processed volumes—TBtu/d
|
1.58
|
|
|
1.44
|
|
|
1.56
|
|
|
1.43
|
|
NGLs produced—MBbl/d
(1)
|
74.14
|
|
|
69.64
|
|
|
70.74
|
|
|
64.17
|
|
Arkoma
|
|
|
|
|
|
|
|
||||
Gathered volumes—TBtu/d
|
0.54
|
|
|
0.65
|
|
|
0.55
|
|
|
0.63
|
|
Natural gas processed volumes—TBtu/d
|
0.09
|
|
|
0.10
|
|
|
0.09
|
|
|
0.10
|
|
NGLs produced—MBbl/d
(1)
|
4.60
|
|
|
5.03
|
|
|
4.72
|
|
|
5.01
|
|
Ark-La-Tex
|
|
|
|
|
|
|
|
||||
Gathered volumes—TBtu/d
|
0.99
|
|
|
0.83
|
|
|
0.98
|
|
|
0.82
|
|
Natural gas processed volumes—TBtu/d
|
0.24
|
|
|
0.22
|
|
|
0.24
|
|
|
0.25
|
|
NGLs produced—MBbl/d
(1)
|
8.38
|
|
|
8.42
|
|
|
8.00
|
|
|
9.18
|
|
(1)
|
Excludes condensate.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Operating Income
|
$
|
122
|
|
|
$
|
57
|
|
|
$
|
262
|
|
|
$
|
160
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(31
|
)
|
|
(25
|
)
|
|
(58
|
)
|
|
(48
|
)
|
||||
Equity in earnings of equity method affiliate
|
7
|
|
|
7
|
|
|
14
|
|
|
14
|
|
||||
Other, net
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Other Expense
|
(25
|
)
|
|
(18
|
)
|
|
(44
|
)
|
|
(34
|
)
|
||||
Income Before Income Taxes
|
97
|
|
|
39
|
|
|
218
|
|
|
126
|
|
||||
Income tax expense
|
1
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
Net Income
|
$
|
96
|
|
|
$
|
39
|
|
|
$
|
216
|
|
|
$
|
125
|
|
Less: Net income attributable to noncontrolling interest
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Net Income Attributable to Limited Partners
|
$
|
95
|
|
|
$
|
39
|
|
|
$
|
215
|
|
|
$
|
125
|
|
Less: Series A Preferred Unit distributions
|
9
|
|
|
4
|
|
|
18
|
|
|
4
|
|
||||
Net Income Attributable to Common and Subordinated Units
|
$
|
86
|
|
|
$
|
35
|
|
|
$
|
197
|
|
|
$
|
121
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Reconciliation of Gross margin to Total Revenues:
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
|
|
|
|
|
|
|
||||||||
Product sales
|
$
|
354
|
|
|
$
|
266
|
|
|
$
|
740
|
|
|
$
|
511
|
|
Service revenue
|
272
|
|
|
263
|
|
|
552
|
|
|
527
|
|
||||
Total Revenues
|
626
|
|
|
529
|
|
|
1,292
|
|
|
1,038
|
|
||||
Cost of natural gas and natural gas liquids (excluding depreciation and amortization)
|
279
|
|
|
254
|
|
|
587
|
|
|
449
|
|
||||
Gross margin
|
$
|
347
|
|
|
$
|
275
|
|
|
$
|
705
|
|
|
$
|
589
|
|
|
|
|
|
|
|
|
|
||||||||
Reportable Segments
|
|
|
|
|
|
|
|
||||||||
Gathering and Processing
|
|
|
|
|
|
|
|
||||||||
Product sales
|
$
|
336
|
|
|
$
|
256
|
|
|
$
|
687
|
|
|
$
|
464
|
|
Service revenue
|
144
|
|
|
131
|
|
|
284
|
|
|
256
|
|
||||
Total Revenues
|
480
|
|
|
387
|
|
|
971
|
|
|
720
|
|
||||
Cost of natural gas and natural gas liquids (excluding depreciation and amortization)
|
269
|
|
|
231
|
|
|
555
|
|
|
396
|
|
||||
Gross margin
|
$
|
211
|
|
|
$
|
156
|
|
|
$
|
416
|
|
|
$
|
324
|
|
|
|
|
|
|
|
|
|
||||||||
Transportation and Storage
|
|
|
|
|
|
|
|
||||||||
Product sales
|
$
|
134
|
|
|
$
|
92
|
|
|
$
|
287
|
|
|
$
|
198
|
|
Service revenue
|
129
|
|
|
133
|
|
|
270
|
|
|
273
|
|
||||
Total Revenues
|
263
|
|
|
225
|
|
|
557
|
|
|
471
|
|
||||
Cost of natural gas and natural gas liquids (excluding depreciation and amortization)
|
127
|
|
|
106
|
|
|
267
|
|
|
205
|
|
||||
Gross margin
|
$
|
136
|
|
|
$
|
119
|
|
|
$
|
290
|
|
|
$
|
266
|
|
|
Fee-Based
|
|
|
||||||||
|
Demand/
Commitment/
Guaranteed
Return
|
|
Volume
Dependent
|
|
Commodity-
Based
|
|
Total
|
||||
Six Months Ended June 30, 2017
|
|
|
|
|
|
|
|
||||
Gathering and Processing Segment
|
25
|
%
|
|
46
|
%
|
|
29
|
%
|
|
100
|
%
|
Transportation and Storage Segment
|
84
|
%
|
|
5
|
%
|
|
11
|
%
|
|
100
|
%
|
Partnership Weighted Average
|
49
|
%
|
|
29
|
%
|
|
22
|
%
|
|
100
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions, except Distribution coverage ratio)
|
||||||||||||||
Reconciliation of Adjusted EBITDA and DCF to net income attributable to limited partners and calculation of Distribution coverage ratio:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to limited partners
|
$
|
95
|
|
|
$
|
39
|
|
|
$
|
215
|
|
|
$
|
125
|
|
Depreciation and amortization expense
|
89
|
|
|
83
|
|
|
177
|
|
|
164
|
|
||||
Interest expense, net of interest income
|
31
|
|
|
25
|
|
|
58
|
|
|
48
|
|
||||
Income tax expense
|
1
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
Distributions received from equity method affiliate in excess of equity earnings
|
1
|
|
|
—
|
|
|
5
|
|
|
13
|
|
||||
Non-cash equity-based compensation
|
4
|
|
|
3
|
|
|
8
|
|
|
5
|
|
||||
Change in fair value of derivatives
|
(11
|
)
|
|
39
|
|
|
(35
|
)
|
|
47
|
|
||||
Other non-cash losses
(1)
|
5
|
|
|
7
|
|
|
6
|
|
|
8
|
|
||||
Adjusted EBITDA
|
$
|
215
|
|
|
$
|
196
|
|
|
$
|
436
|
|
|
$
|
411
|
|
Series A Preferred Unit distributions
(2)
|
(9
|
)
|
|
(9
|
)
|
|
(18
|
)
|
|
(13
|
)
|
||||
Distributions for phantom and performance units
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Adjusted interest expense
(3)
|
(32
|
)
|
|
(26
|
)
|
|
(59
|
)
|
|
(49
|
)
|
||||
Maintenance capital expenditures
|
(17
|
)
|
|
(17
|
)
|
|
(31
|
)
|
|
(30
|
)
|
||||
Current income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
DCF
|
$
|
156
|
|
|
$
|
144
|
|
|
$
|
327
|
|
|
$
|
318
|
|
|
|
|
|
|
|
|
|
||||||||
Distributions related to common and subordinated unitholders
(4)
|
$
|
138
|
|
|
$
|
134
|
|
|
$
|
275
|
|
|
$
|
268
|
|
|
|
|
|
|
|
|
|
||||||||
Distribution coverage ratio
|
1.13
|
|
|
1.07
|
|
|
1.19
|
|
|
1.18
|
|
(1)
|
Other non-cash losses includes loss on sale of assets and write-downs of materials and supplies.
|
(2)
|
This amount represents the quarterly cash distributions on the Series A Preferred Units declared for the three and six months ended June 30, 2017 and 2016. The six months ended June 30, 2016 amount includes the prorated quarterly cash distribution on the Series A preferred Units declared on April 26, 2016. In accordance with the
Partnership Agreement
, the Series A Preferred Unit distributions are deemed to have been paid out of available cash with respect to the quarter immediately preceding the quarter in which the distribution is made.
|
(3)
|
See below for a reconciliation of Adjusted interest expense to Interest expense.
|
(4)
|
Represents cash distributions declared for common and subordinated units outstanding as of each respective period. Amounts for 2017 reflect estimated cash distributions for common and subordinated units outstanding for the quarter ended June 30, 2017.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Reconciliation of Adjusted EBITDA to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
226
|
|
|
$
|
172
|
|
|
$
|
382
|
|
|
$
|
289
|
|
Interest expense, net of interest income
|
31
|
|
|
25
|
|
|
58
|
|
|
48
|
|
||||
Net income attributable to noncontrolling interest
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Income tax expense
|
1
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
Deferred income tax expense
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Other non-cash items
(1)
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Changes in operating working capital which (provided) used cash:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
(18
|
)
|
|
2
|
|
|
(28
|
)
|
|
(22
|
)
|
||||
Accounts payable
|
(9
|
)
|
|
(3
|
)
|
|
46
|
|
|
84
|
|
||||
Other, including changes in noncurrent assets and liabilities
|
(5
|
)
|
|
(40
|
)
|
|
7
|
|
|
(51
|
)
|
||||
Return of investment in equity method affiliate
|
1
|
|
|
—
|
|
|
5
|
|
|
13
|
|
||||
Change in fair value of derivatives
|
(11
|
)
|
|
39
|
|
|
(35
|
)
|
|
47
|
|
||||
Adjusted EBITDA
|
$
|
215
|
|
|
$
|
196
|
|
|
$
|
436
|
|
|
$
|
411
|
|
(1)
|
Other non-cash items includes amortization of debt expense, discount and premium on long-term debt and write-downs of materials and supplies.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In millions)
|
||||||||||||||
Reconciliation of Adjusted interest expense to Interest expense:
|
|
|
|
|
|
|
|
||||||||
Interest Expense
|
$
|
31
|
|
|
$
|
25
|
|
|
$
|
58
|
|
|
$
|
48
|
|
Amortization of premium on long-term debt
|
2
|
|
|
1
|
|
|
3
|
|
|
3
|
|
||||
Capitalized interest on expansion capital
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Amortization of debt expense and discount
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
||||
Adjusted interest expense
|
$
|
32
|
|
|
$
|
26
|
|
|
$
|
59
|
|
|
$
|
49
|
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Net cash provided by operating activities
|
$
|
382
|
|
|
$
|
289
|
|
Net cash used in investing activities
|
$
|
(142
|
)
|
|
$
|
(208
|
)
|
Net cash used in financing activities
|
$
|
(242
|
)
|
|
$
|
(79
|
)
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Proceeds from 2027 Notes, net of issuance costs
|
$
|
691
|
|
|
$
|
—
|
|
Net (repayments) proceeds from Revolving Credit Facility
|
(636
|
)
|
|
432
|
|
||
Repayments from commercial paper program
|
—
|
|
|
(236
|
)
|
||
Repayment of notes payable—affiliated companies
|
—
|
|
|
(363
|
)
|
||
Proceeds from issuance of Series A Preferred Units, net of issuance costs
|
—
|
|
|
362
|
|
||
Distributions
|
(296
|
)
|
|
(274
|
)
|
||
Cash taxes paid for employee equity-based compensation
|
(1
|
)
|
|
—
|
|
•
|
cash on hand;
|
•
|
cash generated from operations;
|
•
|
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.
|
|
|
ENABLE MIDSTREAM PARTNERS, LP
|
||
|
|
(Registrant)
|
||
|
|
|
||
|
|
By: ENABLE GP, LLC
|
||
|
|
Its general partner
|
||
|
|
|
|
|
Date:
|
August 1, 2017
|
By:
|
|
/s/ Tom Levescy
|
|
|
|
|
Tom Levescy
|
|
|
|
|
Senior Vice President, Chief Accounting Officer and Controller
|
|
|
|
|
(Principal Accounting Officer)
|
1.01
|
PREAMBLE
|
(a)
|
¨
adopts a new plan as of _[month, day, year]
|
(b)
|
x
amends and restates its existing plan as of October 15, 2016 [month, day, year] which is the Amendment Restatement Date. Except as otherwise provided in Appendix A, all amounts deferred under the Plan prior to the Amendment Restatement Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Restatement Date.
|
1.02
|
PLAN
|
1.04
|
EMPLOYER
|
Entity
|
Publicly Traded on Est. Securities Market
|
|
|
Yes
|
No
|
Enable Midstream Services, LLC
|
¨
|
x
|
|
¨
|
¨
|
|
¨
|
¨
|
|
¨
|
¨
|
|
¨
|
¨
|
|
¨
|
¨
|
1.05
|
ADMINISTRATOR
|
Name:
|
Administrative Committee of Enable Midstream Partners, LP
|
Address:
|
One Leadership Square, North Tower
211 North Robinson Avenue, Suite 150
Oklahoma City, OK 73102
|
|
|
Note:
|
The Administrator is the person or persons designated by the Plan Sponsor to be responsible for the administration of the Plan. Neither Fidelity Employer Services Company nor any other Fidelity affiliate can be the Administrator
.
|
1.06
|
KEY EMPLOYEE DETERMINATION DATES
|
2.01
|
PARTICIPATION
|
(a)
|
|
x
|
|
Employees [complete
(i), (ii)
or (iii)]
|
|
|
|
(i)
|
|
¨
|
Eligible Employees are selected by the Employer.
|
|
|
(ii)
|
|
x
|
Eligible Employees are those employees of the Employer who satisfy the following criteria:
|
|
|
|
|
|
Management and highly compensated employees of an Employer who are selected from time to time by the Plan Sponsor. Only those employees selected by the Plan Sponsor before the beginning of a Plan Year (or after the beginning of a Plan Year as provided under section 4.01(b)(ii) of the Adoption Agreement) will be permitted to make employee deferrals for the Plan Year and will be eligible to receive Employer Contributions under section 5.01(b) of the Adoption Agreement for such Plan Year. Employees whose Compensation for a Plan Year exceeds the Code Section 401(a)(17) Compensation limit and who were not selected before the beginning of a Plan Year may be selected by the Plan Sponsor to be eligible to receive Employer Contributions under section 5.01(b) of the Adoption Agreement for such Plan Year.
|
|
|
(iii)
|
|
¨
|
Employees are not eligible to participate.
|
(b)
|
|
x
|
|
Directors [complete (i), (ii) or (iii)]
|
|
|
|
(i)
|
|
¨
|
All Directors are eligible to participate.
|
|
|
(ii)
|
|
x
|
Only Directors selected by the Employer are eligible to participate but only for purposes of making deferrals pursuant to Section 4.01(a)(iv).
|
|
|
(iii)
|
|
¨
|
Directors are not eligible to participate.
|
3.01
|
COMPENSATION
|
(a)
|
¨
Compensation is defined as:
|
|
|
|
|
|
|
(b)
|
x
Compensation as defined in
Enable Midstream Partners 401
(kl
Savings Plan
without regard to the limitation in Section 401(a)(17) of the Code for such Plan Year, including amounts deferred to this Plan.
|
(c)
|
x
Director Compensation is defined as:
|
Cash portion of Director Fees
|
|
|
(d)
|
¨
Compensation shall, for all Plan purposes, be limited to
|
(e)
|
¨
Not Applicable.
|
3.02
|
BONUSES
|
Type
|
Will be treated as Performance Based Compensation
|
|
|
Yes
|
No
|
Enable Midstream Partners LP Short Term Incentive Plan
|
¨
|
x
|
|
¨
|
¨
|
|
¨
|
¨
|
|
¨
|
¨
|
|
¨
|
¨
|
¨
|
Not Applicable.
|
4.01
|
PARTICIPANT CONTRIBUTIONS
|
(a)
|
Amount of Deferrals
|
(i)
|
Compensation Other than Bonuses [do not complete if you complete (iii)]
|
(ii)
|
Bonuses [do not complete if you complete (iii)]
|
(iii)
|
Compensation [do not complete if you completed (i) and (ii)]
|
Dollar Amount
|
% Amount
|
Increment
|
||
Min
|
Max
|
Min
|
Max
|
|
|
|
|
|
|
(iv)
|
Director Compensation
|
(b)
|
Election Period
|
(i)
|
Performance Based Compensation A special election period
|
(c)
|
Revocation of Deferral Agreement
|
(d)
|
No Participant Contributions
|
5.01
|
EMPLOYER CONTRIBUTIONS
|
(a)
|
Matching Contributions
|
(A)
|
¨
|
_____ [insert percentage] of the Compensation the Participant has elected to defer for the Plan Year
|
(B)
|
x
|
An amount determined by the Employer in its sole discretion
|
(C)
|
¨
|
Matching Contributions for each Participant shall be limited to $_____and/or ______
%
of Compensation.
|
(D)
|
¨
|
Other:
|
|
|
_________________________________
_________________________________
|
(E)
|
¨
|
Not Applicable [Proceed to Section 5.01(b)]
|
(iii)
|
Time of Allocation
|
(A)
|
¨
|
As of the last day of the Plan Year
|
(B)
|
x
|
At such times as the Employer shall determine in it sole discretion
|
(C)
|
¨
|
At the time the Compensation on account of which the Matching Contribution is being made would otherwise have been paid to the Participant
|
(D)
|
¨
|
Other:
|
|
|
_________________________________
_________________________________
|
(b)
|
Other Contributions
|
(i)
|
Amount
|
(A)
|
¨
|
An amount equal to______[insert number] % of the Participant's Compensation
|
(B)
|
x
|
An amount determined by the Employer in its sole discretion on Compensation in excess of the 401(a)(17) limit for the Plan Year
|
(C)
|
¨
|
Contributions for each Participant shall be limited to
$__________
|
(D)
|
¨
|
Other:
|
|
|
A Match Restoration contribution equal to six
___
|
|
|
percent (6%) of a Participant's Compensation in
_
|
|
|
excess of the 401(a)(17) limit for the Plan Year
__
|
|
|
_______________________________________
|
|
|
_______________________________________
|
(E)
|
¨
|
Not Applicable [Proceed to Section 6.01]
|
(ii)
|
Eligibility for Other Contributions
|
(A)
|
¨
|
As of the last day of the Plan Year
|
(B)
|
x
|
At such time or times as the Employer may determine in its sole discretion
|
(C)
|
¨
|
Other:
|
¨
|
Employer contributions are not permitted under the Plan.
|
6.01
|
DISTRIBUTIONS
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(a)
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Timing of Distributions
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(i)
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All distributions shall commence in accordance with the following [choose one]:
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(A)
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¨
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As soon as administratively feasible following the distribution event but in no event later than the time prescribed by Treas. Reg. Sec. 1.409A- 3(d).
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(B)
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x
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Calendar quarter on specified month and day [______ month of quarter (insert 1,2 or 3); ______day (insert day)]
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(C)
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¨
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Calendar quarter on specified month and day [______ month of quarter (insert 1,2 or 3); ______day (insert day)]
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(D)
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¨
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Calendar quarter on specified month and day [
______
month of quarter (insert 1,2 or 3); ______day (insert day)]
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(ii)
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The timing of distributions as determined in Section 6.01(a)(i) shall be modified by the adoption of:
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(A)
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x
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Event Delay - Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for
six (6)
months [insert number of months].
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(B)
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¨
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Hold Until Next Year - Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for twelve months from the date of the event if payment pursuant to Section 6.01(a)(i) will thereby occur in the next calendar year or on the first payment date in the next calendar year in all other cases.
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(C)
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¨
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Immediate Processing - The timing method selected by the Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following distribution events [insert events]:
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(D)
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¨
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Not applicable.
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(b)
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Distribution Events
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Lump Sum
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Installments
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(i)
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¨
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Specified Date
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___ years
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(ii)
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¨
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Specified Age
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___ years
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(iii)
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x
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Separation from Service
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X
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5 or 10
years
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(iv)
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¨
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Separation from Service plus 6 months
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___ years
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(v)
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¨
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Separation from Service plus ___ months [not to exceed ___ months]
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___ years
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(vi)
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¨
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Retirement
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___ years
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(vii)
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¨
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Retirement plus 6 months
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___ years
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(viii)
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¨
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Retirement plus ___ months [not to exceed ___ months]
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___ years
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(ix)
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¨
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Disability
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___ years
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(x)
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¨
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Death
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___ years
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(xi)
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x
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Change in Control
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X
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5 or 10
years
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¨
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Monthly
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¨
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Quarterly
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x
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Annually
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(c)
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Specified Date and Specified Age elections may not extend beyond age
Not Applicable
[insert age or "Not Applicable" if no maximum age applies].
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(d)
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Payment Election Override
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EVENTS
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FORM OF PAYMENT
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||||
¨
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Separation from Service
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Lump Sum
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Installments
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¨
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Separation from Service before Retirement
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Lump Sum
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Installments
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x
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Death
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X
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Lump Sum
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Installments
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¨
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Disability
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Lump Sum
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Installments
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¨
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Not Applicable
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(e)
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Involuntary Cashouts
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x
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If the Participant's vested Account at the time of his Separation from Service does not exceed $30,000 distribution of the vested Account shall automatically be made in the form of a single lump sum in accordance with Section 9.5 of the Plan.
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¨
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There are no involuntary cashouts.
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(f)
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Retirement
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¨
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Retirement shall be defined as a Separation from Service that occurs on or after the Participant [insert description of requirements]:
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x
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No special definition of Retirement applies.
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(g)
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Distribution Election Change A Participant
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x
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Shall
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¨
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Shall Not
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(h)
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Frequency of Elections The Plan Sponsor
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¨
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Has
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x
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Has Not
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7.01
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VESTING
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(a)
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Matching Contributions
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(b)
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Other Employer Contributions
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x
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Years of Service
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Vesting %
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0
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100%
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(insert '100' if there is immediate vesting)
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1
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2
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3
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4
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5
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6
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7
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8
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9
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¨
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Other:
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¨
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Class year vesting applies.
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¨
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Not applicable.
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(c)
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Acceleration of Vesting
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(i)
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¨
Death
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(ii)
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¨
Disability
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(iii)
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¨
Change in Control
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(iv)
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¨
Eligibility for Retirement
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(v)
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¨
Other:
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(vi)
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x
Not applicable.
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(d)
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Years of Service
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(i)
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A Participant's Years of Service shall include all service performed for the Employer and
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¨
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Shall
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¨
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Shall Not
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(ii)
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Years of Service shall also include service performed for the following entities:
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(iii)
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Years of Service shall be determined in accordance with (select one)
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(A)
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¨
The elapsed time method in Treas. Reg.Sec. 1.410(a)-7
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(B)
¨
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The general method in DOL Reg. Sec. 2530.200b-1 through b-4
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(C)
¨
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The Participant's Years of Service credited under [insert name of plan]
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(iv)
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x
Not applicable.
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8.01
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UNFORESEEABLE EMERGENCY
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(a)
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A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24:
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¨
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Will
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x
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Will Not [if Unforeseeable Emergency withdrawals are not permitted, proceed to Section 9.01
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(b)
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Upon a withdrawal due to an Unforeseeable Emergency, a Participant's deferral election for the remainder of the Plan Year:
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¨
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Will
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¨
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Will Not
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9.01
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I
NVESTMENT DECISIONS
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(a)
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x
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The Participant or his Beneficiary
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(b)
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¨
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The Employer
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x
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Does
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¨
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Does Not
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11.01
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TERMINATION UPON CHANGE IN CONTROL
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x
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Reserves
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¨
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Does Not Reserve
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11.02
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AUTOMATIC DISTRIBUTION UPON CHANGE IN CONTROL
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¨
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Shall
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x
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Shall Not
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11.03
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CHANGE IN CONTROL
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(a)
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x
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A change in the ownership of the Employer as described in Section 9.7(c) of the Plan.
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(b)
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x
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A change in the effective control of the Employer as described in Section 9.7(d) of the Plan.
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(c)
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x
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A change in the ownership of a substantial portion of the assets of the Employer as described in Section 9.7(e) of the Plan.
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(d)
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¨
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Not applicable.
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PLAN SPONSOR:
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/s/ Lisa Allison
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By:
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Lisa Allison
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Title:
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VP - Human Resources & Administration
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a)
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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;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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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
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d)
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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
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a)
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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
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b)
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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.
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/s/ Rodney J. Sailor
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Rodney J. Sailor
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President and Chief Executive Officer, Enable GP, LLC, the General Partner of Enable Midstream Partners, LP
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(Principal Executive Officer)
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a)
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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;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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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
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d)
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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
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a)
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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
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b)
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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.
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/s/ John P. Laws
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John P. Laws
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Executive Vice President, Chief Financial Officer and Treasurer, Enable GP, LLC, the General Partner of Enable Midstream Partners, LP
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(Principal Financial Officer)
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/s/ Rodney J. Sailor
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Rodney J. Sailor
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President and Chief Executive Officer, Enable GP, LLC, the General Partner of Enable Midstream Partners, LP
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(Principal Executive Officer)
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/s/ John P. Laws
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John P. Laws
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Executive Vice President, Chief Financial Officer and Treasurer, Enable GP, LLC, the General Partner of Enable Midstream Partners, LP
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(Principal Financial Officer)
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