Q3 2014 ENBL 10-Q
Table of Contents

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 _______________________________________
FORM 10-Q
 _______________________________________
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to_____
Commission File No. 1-36413
 _______________________________________
ENABLE MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter) 
 _______________________________________
Delaware
 
72-1252419
(State or jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
One Leadership Square
211 North Robinson Avenue
Suite 950
Oklahoma City, Oklahoma 73102
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (405) 525-7788
 _______________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
¨
 
Accelerated filer
 
¨
 
 
 
 
 
 
 
Non-accelerated filer
 
þ  (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes þ No
At October 17, 2014, there were 214,355,023 common units and 207,855,430 subordinated units outstanding.
 
 
 
 
 


Table of Contents


ENABLE MIDSTREAM PARTNERS, LP
FORM 10-Q
TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 
 
 
 

 



 




i

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GLOSSARY
 
Adjusted EBITDA.
Net income from continuing operations before interest expense, income tax expense, depreciation and amortization expense and certain other items management believes affect the comparability of operating results.
ArcLight.
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.
ASU.
Accounting Standards Update.
Barrel.
42 U.S. gallons of petroleum products.
Bbl.
Barrel.
Bcf/d.
Billion cubic feet per day.
Btu.
British thermal unit. When used in terms of volume, Btu refers to the amount of natural gas required to raise the temperature of one pound of water by one degree Fahrenheit at one atmospheric pressure.
CenterPoint Energy.
CenterPoint Energy, Inc., a Texas corporation, and its subsidiaries, other than Enable Midstream Partners, LP.
Condensate.
A natural gas liquid with a low vapor pressure, mainly composed of propane, butane, pentane and heavier hydrocarbon fractions.
EGT.
Enable Gas Transmission, LLC, a wholly owned subsidiary of the Partnership that operates a 5,987-mile interstate pipeline that provides natural gas transportation and storage services to customers principally in the Anadarko, Arkoma and Ark-La-Tex basins in Oklahoma, Texas, Arkansas, Louisiana and Kansas.
Enable GP.
Enable GP, LLC, a Delaware limited liability company and the general partner of Enable Midstream Partners, LP.
Enable Midstream Services.
Enable Midstream Services, LLC, a wholly owned subsidiary of Enable Midstream Partners, LP.
Enable Oklahoma.
Enable Oklahoma Intrastate Transmission, LLC, formerly Enogex LLC, a wholly owned subsidiary of the Partnership that operates a 2,242-mile intrastate pipeline that provides natural gas transportation and storage services to customers in Oklahoma.
Enogex.
Enogex LLC, a Delaware limited liability company.
Exchange Act.
Securities Exchange Act of 1934, as amended.
FASB.
Financial Accounting Standards Board.
FERC.
Federal Energy Regulatory Commission.
Fractionation.
The separation of the heterogeneous mixture of extracted NGLs into individual components for end-use sale.
GAAP.
Generally accepted accounting principles in the United States.
Gas imbalance.
The difference between the actual amounts of natural gas delivered from or received by a pipeline, as compared to the amounts scheduled to be delivered or received.
Gross margin.
Total revenues minus cost of goods sold, excluding depreciation and amortization.
LIBOR.
London Interbank Offered Rate.
MBbl/d.
Thousand barrels per day.
MFA.
Master Formation Agreement dated March 14, 2013.
MRT.
Enable Mississippi River Transmission, LLC, a wholly owned subsidiary of the Partnership that operates a 1,663-mile interstate pipeline that provides natural gas transportation and storage services principally in Texas, Arkansas, Louisiana, Missouri and Illinois.
NGLs.
Natural gas liquids, which are the hydrocarbon liquids contained within natural gas including condensate.
NYMEX.
New York Mercantile Exchange.
Offering.
Initial public offering of Enable Midstream Partners, LP.
OGE Energy.
OGE Energy Corp., an Oklahoma corporation, and its subsidiaries, other than Enable Midstream Partners, LP.
Partnership.
Enable Midstream Partners, LP.

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Prospectus.
The prospectus related to the Offering dated April 10, 2014 as filed with the Securities and Exchange Commission on April 11, 2014.
SEC.
Securities and Exchange Commission.
Securities Act.
Securities Act of 1933, as amended.
SESH.
Southeast Supply Header, LLC, in which the Partnership owns a 49.90% interest at September 30, 2014, that operates a 286-mile interstate natural gas pipeline from Perryville, Louisiana, to southeastern Alabama near the Gulf Coast.
TBtu.
Trillion British thermal units.
TBtu/d.
Trillion British thermal units per day.
Term Loan Facility.
$1.05 billion senior unsecured term loan facility.
WTI.
West Texas Intermediate.
2019 Notes.
$500 million 2.400% senior notes due 2019.
2024 Notes.
$600 million 3.900% senior notes due 2024.
2044 Notes.
$550 million 5.000% senior notes due 2044.


 
 
 
 
 
 
 
 
 
 
 
 




2

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FORWARD-LOOKING STATEMENTS
 
Some of the information in this report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as “could,” “will,” “should,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this report include our expectations of plans, strategies, objectives, growth and anticipated financial and operational performance, including revenue projections, capital expenditures and tax position. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed.
 
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, when considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report and in the Prospectus. Those risk factors and other factors noted throughout this report and in the Prospectus could cause our actual results to differ materially from those disclosed in any forward-looking statement. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
changes in general economic conditions;
competitive conditions in our industry;
actions taken by our customers and competitors;
the demand for natural gas, NGLs, crude oil and midstream services;
our ability to successfully implement our business plan;
our ability to complete internal growth projects on time and on budget;
the price and availability of debt and equity financing;
operating hazards and other risks incidental to transporting, storing and gathering natural gas, NGLs, crude oil and midstream products;
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
interest rates;
labor relations;
large customer defaults;
changes in the availability and cost of capital;
changes in tax status;
the effects of existing and future laws and governmental regulations;
changes in insurance markets impacting costs and the level and types of coverage available;
the timing and extent of changes in commodity prices;
the suspension, reduction or termination of our customers’ obligations under our commercial agreements;
disruptions due to equipment interruption or failure at our facilities, or third-party facilities on which our business is dependent;
the effects of future litigation; and
other factors set forth in this report and our other filings with the SEC, including the Prospectus.
Forward-looking statements speak only as of the date on which they are made. We expressly disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.


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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ENABLE MIDSTREAM PARTNERS, LP
CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
 
(In millions, except per unit data)
Revenues (including revenues from affiliates (Note 11))
$
803

 
$
792

 
$
2,632

 
$
1,665

Cost of Goods Sold, excluding depreciation and amortization (including expenses from affiliates (Note 11))
439

 
459

 
1,550

 
827

Operating Expenses:
 
 
 
 
 
 
 
Operation and maintenance (including expenses from affiliates (Note 11))
128

 
124

 
383

 
302

Depreciation and amortization
69

 
67

 
205

 
148

Impairment
1

 
12

 
1

 
12

Taxes other than income taxes
14

 
15

 
41

 
37

Total Operating Expenses
212

 
218

 
630

 
499

Operating Income
152

 
115

 
452

 
339

Other Income (Expense):
 
 
 
 
 
 
 
Interest expense (including expenses from affiliates (Note 11))
(20
)
 
(13
)
 
(50
)
 
(53
)
Equity in earnings of equity method affiliates
5

 
3

 
12

 
12

Interest income—affiliated companies

 
1

 

 
9

Other, net
3

 

 
(2
)
 

Total Other Income (Expense)
(12
)
 
(9
)
 
(40
)
 
(32
)
Income Before Income Taxes
140

 
106

 
412

 
307

Income tax expense (benefit)
1

 
1

 
2

 
(1,195
)
Net Income
$
139

 
$
105

 
$
410

 
$
1,502

Less: Net income attributable to noncontrolling interest

 
1

 
2

 
2

Net Income attributable to Enable Midstream Partners, LP
$
139

 
$
104

 
$
408

 
$
1,500

Limited partners' interest in net income attributable to Enable Midstream Partners, LP (Note 4)
$
139

 
104

 
$
408

 
174

Basic and diluted earnings per common limited partner unit (Note 4)
$
0.33

 
$
0.27

 
$
1.00

 
$
0.45

Basic and diluted earnings per subordinated limited partner unit (Note 4)
$
0.33

 
$

 
$
0.98

 
$


 

See Notes to the Unaudited Condensed Combined and Consolidated Financial Statements
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Table of Contents

ENABLE MIDSTREAM PARTNERS, LP
CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
 
(In millions)
Net income
$
139

 
$
105

 
$
410

 
$
1,502

Comprehensive income
139

 
105

 
410

 
1,502

Less: Comprehensive income attributable to noncontrolling interest

 
1

 
2

 
2

Comprehensive income attributable to Enable Midstream Partners, LP
$
139

 
$
104

 
$
408

 
$
1,500





See Notes to the Unaudited Condensed Combined and Consolidated Financial Statements
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Table of Contents

ENABLE MIDSTREAM PARTNERS, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
 
September 30,
2014
 
December 31,
2013
 
(In millions)
Current Assets:
 
Cash and cash equivalents
$
18

 
$
108

Accounts receivable
318

 
306

Accounts receivable—affiliated companies
28

 
28

Inventory
65

 
83

Gas imbalances
35

 
10

Other current assets
56

 
14

Total current assets
520

 
549

Property, Plant and Equipment:
 
 
 
Property, plant and equipment
10,163

 
9,655

Less accumulated depreciation and amortization
819

 
665

Property, plant and equipment, net
9,344

 
8,990

Other Assets:
 
 
 
Intangible assets, net
363

 
383

Goodwill
1,068

 
1,068

Investment in equity method affiliates
349

 
198

Other
48

 
44

Total other assets
1,828

 
1,693

Total Assets
$
11,692

 
$
11,232

Current Liabilities:
 
 
 
Accounts payable
$
266

 
$
400

Accounts payable—affiliated companies
35

 
40

Current portion of long-term debt

 
204

Notes payable—commercial paper
95

 

Taxes accrued
47

 
20

Gas imbalances
11

 
13

Other
65

 
43

Total current liabilities
519

 
720

Other Liabilities:
 
 
 
Accumulated deferred income taxes, net
8

 
8

Notes payable—affiliated companies
363

 
363

Regulatory liabilities
16

 
16

Other
31

 
28

Total other liabilities
418

 
415

Long-Term Debt
1,929

 
1,916

Commitments and Contingencies (Note 12)

 

Partners’ Capital:
 
 
 
Enable Midstream Partners, LP Partners’ Capital
8,794

 
8,148

Noncontrolling interest
32

 
33

Total Partners’ Capital
8,826

 
8,181

Total Liabilities and Partners’ Capital
$
11,692

 
$
11,232




See Notes to the Unaudited Condensed Combined and Consolidated Financial Statements
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Table of Contents

ENABLE MIDSTREAM PARTNERS, LP
CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
(In millions)
Cash Flows from Operating Activities:
 
Net income
$
410

 
$
1,502

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
205

 
148

Deferred income taxes
(1
)
 
(1,197
)
Impairments
1

 
12

Gain on sale/retirement of assets
4

 
2

Equity in earnings of equity method affiliates, net of distributions

 
8

Equity based compensation
9

 

Amortization of debt costs and discount (premium)
(1
)
 

Changes in other assets and liabilities:
 
 
 
Accounts receivable, net
(11
)
 
(37
)
Accounts receivable—affiliated companies

 
(2
)
Inventory
6

 
(9
)
Gas imbalance assets
(25
)
 

Income taxes receivable

 
20

Other current assets
(2
)
 
20

Other assets
10

 
(7
)
Accounts payable
(91
)
 
3

Accounts payable—affiliated companies
(5
)
 
7

Gas imbalance liabilities
(1
)
 
(6
)
Other current liabilities
50

 
11

Other liabilities
3

 
(3
)
Net cash provided by operating activities
561

 
472

Cash Flows from Investing Activities:
 
 
 
Capital expenditures
(586
)
 
(366
)
Decrease in notes receivable—affiliated companies

 
434

Return of investment in equity method affiliates
198

 

Investment in equity method affiliates
(187
)
 

Other, net
2

 
(5
)
Net cash provided by (used in) investing activities
(573
)
 
63

Cash Flows from Financing Activities:
 
 
 
Repayment of long term debt
(1,500
)
 

Proceeds from long term debt, net of issuance costs
1,635

 
1,046

Proceeds from revolving credit facility
115

 
590

Repayment of revolving credit facility
(487
)
 
(447
)
Increase in notes payable—commercial paper
95

 

Decrease of notes payable—affiliated companies

 
(1,542
)
Repayment of advance with affiliated companies

 
(139
)
Capital contributions from partners
464

 
43

Distributions to partners
(400
)
 
(62
)
Net cash provided by (used in) financing activities
(78
)
 
(511
)
Net Increase in Cash and Cash Equivalents
(90
)
 
24

Cash and Cash Equivalents at Beginning of Period
108

 

Cash and Cash Equivalents at End of Period
$
18

 
$
24


See Notes to the Unaudited Condensed Combined and Consolidated Financial Statements
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Table of Contents

ENABLE MIDSTREAM PARTNERS, LP
CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
(Unaudited)

 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
(In millions)
Supplemental Disclosure of Cash Flow Information:
 
 
 
Cash Payments:
 
 
 
Interest, net of capitalized interest
$
53

 
$
52

Income taxes (refunds), net
1

 
(9
)
Non-cash transactions:
 
 
 
Accounts payable related to capital expenditures
4

 
41

Issuance of common units upon interest acquisition of SESH (Note 7)
161

 

Acquisition of Enogex (Note 3)

 
3,788



See Notes to the Unaudited Condensed Combined and Consolidated Financial Statements
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ENABLE MIDSTREAM PARTNERS, LP
CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF
ENABLE MIDSTREAM PARTNERS, LP PARENT NET EQUITY AND PARTNERS’ CAPITAL
(Unaudited)
 
 
Partners’
Capital
 
Parent Net
Investment
 
Accumulated
Other
Comprehensive
Loss
 
Total Enable
Midstream
Partners, LP
Partners’
Capital
 
Noncontrolling
Interest
 
Total
Partners’
Capital
 
Units
 
Value
 
Value
 
Value
 
Value
 
Value
 
Value
 
(In millions)
Balance as of December 31, 2012

 
$

 
$
3,221

 
$
(6
)
 
$
3,215

 
$
6

 
$
3,221

Net income

 

 
1,326

 

 
1,326

 

 
1,326

Contributions from (Distributions to) CenterPoint Energy prior to formation (Note 5)

 

 
(295
)
 
6

 
(289
)
 

 
(289
)
Balance as of April 30, 2013

 

 
4,252

 

 
4,252

 
6

 
4,258

Conversion to a limited partnership
227

 
4,252

 
(4,252
)
 

 

 

 

Issuance of units upon acquisition of Enogex on May 1, 2013
163

 
3,788

 

 

 
3,788

 
26

 
3,814

Net income

 
174

 

 

 
174

 
2

 
176

Distributions to partners

 
(62
)
 

 

 
(62
)
 

 
(62
)
Balance as of September 30, 2013
390

 
$
8,152

 
$

 
$

 
$
8,152

 
$
34

 
$
8,186

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2013
390

 
$
8,148

 
$

 
$

 
$
8,148

 
$
33

 
$
8,181

Net income

 
408

 

 

 
408

 
2

 
410

Issuance of IPO common units
25

 
464

 

 

 
464

 

 
464

Issuance of common units upon interest acquisition of SESH
6

 
161

 

 

 
161

 

 
161

Distributions to partners

 
(397
)
 

 

 
(397
)
 
(3
)
 
(400
)
Equity based compensation
1

 
10

 

 

 
10

 
$

 
10

Balance as of September 30, 2014
422

 
$
8,794

 
$

 
$

 
$
8,794

 
$
32

 
$
8,826


See Notes to the Unaudited Condensed Combined and Consolidated Financial Statements
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Table of Contents

ENABLE MIDSTREAM PARTNERS, LP
NOTES TO THE UNAUDITED CONDENSED COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
 

(1) Summary of Significant Accounting Policies

Organization
 
Enable Midstream Partners, LP (Partnership) is a Delaware limited partnership formed on May 1, 2013 by CenterPoint Energy, Inc. (CenterPoint Energy), OGE Energy Corp. (OGE Energy) and affiliates of ArcLight Capital Partners, LLC (ArcLight), pursuant to the terms of the MFA. The Partnership is a large-scale, growth-oriented limited partnership formed to own, operate and develop strategically located natural gas and crude oil infrastructure assets. The Partnership’s assets and operations are organized into two business segments: (i) Gathering and Processing, which primarily provides natural gas gathering, processing and fractionation services and crude oil gathering for our producer customers, and (ii) Transportation and Storage, which provides interstate and intrastate natural gas pipeline transportation and storage service primarily to natural gas producers, utilities and industrial customers. The natural gas gathering and processing assets are strategically located in four states and serve natural gas production in the Anadarko, Arkoma and Ark-La-Tex basins. This segment also includes an emerging crude oil gathering business in the Bakken shale formation, principally located in the Williston basin. The natural gas transportation and storage assets extend from western Oklahoma and the Texas Panhandle to Alabama and from Louisiana to Illinois.
 
The Partnership is controlled equally by CenterPoint Energy and OGE Energy, who each have 50% of the management rights of Enable GP. Enable GP was established by CenterPoint Energy and OGE Energy to govern the Partnership and has no other operating activities. Enable GP is governed by a board made up of an equal number of representatives designated by each of CenterPoint Energy and OGE Energy, along with the Partnership's Chief Executive Officer and the independent board members CenterPoint Energy and OGE Energy mutually agreed to appoint. Based on the 50/50 management ownership, with neither company having control, effective May 1, 2013, CenterPoint Energy and OGE Energy deconsolidated their interests in the Partnership and Enogex, respectively. CenterPoint Energy and OGE Energy also own a 40% and 60% interest, respectively, in the incentive distribution rights held by Enable GP.

At September 30, 2014, CenterPoint Energy held approximately 55.4% of the limited partner interests in the Partnership, or 94,126,366 common units and 139,704,916 subordinated units, and OGE Energy held approximately 26.3% of the limited partner interests in the Partnership, or 42,832,291 common units and 68,150,514 subordinated units. The limited partner interests of the Partnership have limited voting rights on matters affecting the business. As such, limited partners do not have rights to elect the Partnership’s General Partner (Enable GP) on an annual or continuing basis and may not remove Enable GP without at least a 75% vote by all unitholders, including all units held by the Partnership’s limited partners, and Enable GP and its affiliates, voting together as a single class.
 
Upon conversion to a limited partnership on May 1, 2013, the Partnership’s earnings are generally no longer subject to income tax (other than Texas state margin taxes and taxes associated with the Partnership's corporate subsidiary) and are taxable at the individual partner level. As a result of the conversion to a partnership immediately prior to formation, CenterPoint Energy assumed all outstanding current income tax liabilities and the Partnership derecognized the deferred income tax assets and liabilities by recording an income tax benefit of $1.24 billion. Consequently, the Combined and Consolidated Statements of Income do not include an income tax provision on income earned on or after May 1, 2013 (other than Texas state margin taxes and taxes associated with the Partnership's corporate subsidiary). See Note 13 for further discussion of the Partnership’s income taxes.
Prior to May 1, 2013, the financial statements of the Partnership include EGT, MRT and the non-rate regulated natural gas gathering, processing and treating operations, which were under common control by CenterPoint Energy, and a 50% interest in SESH. Through the Partnership's formation on May 1, 2013, CenterPoint Energy retained certain assets and liabilities and related balances in accumulated other comprehensive loss, historically held by the Partnership, such as certain notes payable—affiliated companies to CenterPoint Energy and benefit plan obligations. Additionally, the Partnership distributed a 25.05% interest in SESH to CenterPoint Energy, subject to future acquisition by the Partnership through put and call options discussed in Note 7. On May 1, 2013, OGE Energy and ArcLight indirectly contributed 100% of the equity interests in Enogex to the Partnership in exchange for limited partner interests and, for OGE Energy only, interests in Enable GP. The Partnership concluded that the Partnership formation on May 1, 2013 was considered a business combination, and for accounting purposes, the Partnership was the acquirer of Enogex. Subsequent to May 1, 2013, the financial statements of the Partnership are consolidated to reflect the acquisition of Enogex. See Note 3 for further discussion of the acquisition of Enogex. For the period from May 1, 2013 through May 29, 2014, the financial statements reflect a 24.95% interest in SESH. For the period of May 30, 2014 through September 30, 2014, the financial statements reflect a 49.90% interest in SESH. See Note 7 for further discussion of SESH.


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In addition, at September 30, 2014, as a result of the acquisition of Enogex on May 1, 2013, the Partnership held a 50% ownership interest in Atoka Midstream LLC (Atoka). At September 30, 2014, the Partnership consolidated Atoka in its Condensed Combined and Consolidated Financial Statements as Enable Oklahoma acted as the managing member of Atoka and had control over the operations of Atoka.

On April 16, 2014, the Partnership completed the Offering of 25,000,000 common units, representing limited partner interests in the Partnership, at a price to the public of $20.00 per common unit. The Partnership received net proceeds of $464 million from the sale of the common units, after deducting underwriting discounts and commissions, the structuring fee and offering expenses. In connection with the Offering, underwriters exercised their option to purchase 3,750,000 additional common units, which were fulfilled with units held by ArcLight. As a result, the Partnership did not receive any proceeds from the sale of common units pursuant to the exercise of the underwriters' option to purchase additional common units. The exercise of the underwriters' option to purchase additional common units did not affect the total number of units outstanding or the amount of cash needed to pay the minimum quarterly distribution on all outstanding units. The Partnership retained the net proceeds of the Offering for general partnership purposes, including the funding of expansion capital expenditures, and to pre-fund demand fees expected to be incurred over the next three years relating to certain expiring transportation and storage contracts. In connection with the Offering, 139,704,916 of CenterPoint Energy's common units and 68,150,514 of OGE Energy's common units were converted into subordinated units.

Basis of Presentation

The accompanying condensed combined and consolidated financial statements and related notes of the Partnership have been prepared pursuant to the rules and regulations of the SEC and GAAP. Pursuant to such rules and regulations, certain disclosures normally included in financial statements prepared in accordance with GAAP have been omitted. The accompanying condensed combined and consolidated financial statements and related notes should be read in conjunction with the combined and consolidated financial statements and related notes included in the Prospectus.  

 For accounting and financial reporting purposes, (i) the formation of the Partnership is considered a contribution of real estate by CenterPoint Energy and is reflected at CenterPoint Energy’s historical cost as of May 1, 2013 and (ii) the Partnership acquired Enogex on May 1, 2013.
 
The condensed combined and consolidated financial statements for the nine months ended September 30, 2013 have been prepared from the historical accounting records maintained by CenterPoint Energy for the Partnership until May 1, 2013 and may not necessarily be indicative of the condition that would have existed or the results of operations if the Partnership had been operated as a separate and unaffiliated entity. All of the Partnership’s historical combined entities were under common control and management for the periods presented until May 1, 2013, and all intercompany transactions and balances are eliminated in combination and consolidation, as applicable. Beginning on May 1, 2013, the Partnership consolidated Enogex and all previously combined entities of the Partnership.
 
These condensed combined and consolidated financial statements and the related financial statement disclosures reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the respective periods. Amounts reported in the Partnership’s Condensed Combined and Consolidated Statements of Income are not necessarily indicative of amounts expected for a full-year period due to the effects of, among other things, (a) seasonal fluctuations in demand for energy and energy services, (b) changes in energy commodity prices, (c) timing of maintenance and other expenditures and (d) acquisitions and dispositions of businesses, assets and other interests.
 
For a description of the Partnership’s reportable business segments, see Note 15.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reverse Unit Split

On March 25, 2014, the Partnership effected a 1 for 1.279082616 reverse unit split. All unit and per unit amounts presented within the condensed combined and consolidated financial statements reflect the effects of the reverse unit split.


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Second Amended and Restated Agreement of Limited Partnership of Enable Midstream Partners, LP

On April 16, 2014, in connection with the closing of the Offering of the Partnership, the Partnership amended and restated its First Amended and Restated Agreement of Limited Partnership to remove certain provisions that expired upon completion of the Offering. Following the Offering, ArcLight no longer has protective approval rights over certain material activities of the Partnership, including material increases in capital expenditures and certain equity issuances, entering into transactions with related parties and acquiring, pledging or disposing of certain material assets.

 
(2) New Accounting Pronouncements

In May 2014, FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers," which supersedes the revenue recognition requirements in "Revenue Recognition (Topic 605)," and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early application not permitted. The Partnership is currently evaluating the new standard.


(3) Acquisition of Enogex
 
Under the acquisition method, the fair value of the consideration transferred by the Partnership to OGE Energy and ArcLight for the contribution of Enogex in exchange for interest in the Partnership was allocated to the assets acquired and liabilities assumed on May 1, 2013 based on their estimated fair value. Enogex’s assets, liabilities and equity are recorded at their estimated fair value as of May 1, 2013, and beginning on May 1, 2013, the Partnership consolidated Enogex.
 
On May 1, 2013, in accordance with the MFA, CenterPoint Energy, OGE Energy, and ArcLight received 227,508,825 common units, 110,982,805 common units, and 51,527,730 common units, respectively, representing limited partner interests in the Partnership. The fair value of consideration transferred to OGE Energy and ArcLight in exchange for the contribution of Enogex consists of the fair value of the limited and, for OGE Energy only, general partner interests. The Partnership utilized the market approach to estimate the fair value of the limited partner interests, general partner interests and Atoka, also giving consideration to alternative methods such as the income and cost approaches as it relates to the underlying assets and liabilities. The primary inputs for the market valuation were the historical and current year forecasted cash flows and market multiple. The primary inputs for the income approach were forecasted cash flows and the discount rate. The primary inputs for the cost approach were costs for similar assets and ages of the assets. All fair value measurements of assets acquired and liabilities assumed were based on a combination of inputs that were not observable in the market and thus represented Level 3 inputs.
 
The Partnership incurred no acquisition related costs in the Condensed Combined and Consolidated Statement of Income based upon the terms in the MFA.

The following table summarizes the amounts recognized by the Partnership for the estimated fair value of assets acquired and liabilities assumed for the acquisition of the 100% interest in Enogex as of May 1, 2013 and is reconciled to the consideration transferred by the Partnership:


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Amounts Recognized as of May 1, 2013
 
(In millions)
Assets
 
Current Assets
$
192

Property, plant and equipment
3,919

Goodwill
439

Other intangible assets
401

Other assets
21

Total assets
$
4,972

 
 
Liabilities
 
Current liabilities
$
393

Long-term debt
745

Other liabilities
20

Total liabilities
1,158

Less: Noncontrolling interest at fair value
26

Fair value of consideration transferred
$
3,788


 The amounts of Enogex’s revenue, operating income, net income and net income attributable to the Partnership included in the Partnership’s Combined and Consolidated Statement of Income for the period from May 1, 2013 through September 30, 2013, before eliminations, are as follows (in millions):

Revenues
$
861

Operating income
63

Net income
54

Net income attributable to Enable Midstream Partners, LP
52


 Impact on Depreciation
 
The property, plant and equipment acquired from Enogex have differing weighted average useful lives from the existing assets of the Partnership. These assets will be depreciated over a weighted average estimated useful life of 32 years.
 
Pro forma Results of Operations
 
The Partnership’s pro forma results of operations in the combined entity had the acquisition of Enogex been completed on January 1, 2013 are as follows:
 
Nine Months Ended 
 September 30, 2013
 
(In millions)
Pro forma results of operations:
 
Pro forma revenues
$
2,296

Pro forma operating income
356

Pro forma net income
1,522

Pro forma net income attributable to Enable Midstream Partners, LP
1,520

 
The pro forma consolidated results of operations include adjustments to:
Include the historical results of Enogex beginning on January 1, 2013;
Include incremental depreciation and amortization incurred on the step-up of Enogex’s assets;
Include adjustments to revenue and cost of sales to reflect Enogex purchase price adjustments for the recurring impact of certain loss contracts and deferred revenues; and

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Include a reduction to interest expense for recognition of a premium on Enogex’s fixed rate senior notes.
The pro forma information is not necessarily indicative of the results of operations that would have occurred had the transactions been made at the beginning of the periods presented or the future results of the consolidated operations.
 

(4) Earnings Per Limited Partner Unit

Limited partners’ interest in net income attributable to the Partnership and basic and diluted earnings per unit reflect net income attributable to the Partnership for periods subsequent to its formation as a limited partnership on May 1, 2013, as no limited partner units were outstanding prior to this date.

Basic and diluted earnings per limited partner unit is calculated by dividing the limited partners’ interest in net income by the weighted average number of limited partner units outstanding during the period. Any common units issued during the period are included on a weighted average basis for the days in which they were outstanding. There was no dilutive effect of unit-based awards during the three and nine months ended September 30, 2014.

The following table illustrates the Partnership’s calculation of earnings per unit for common and subordinated limited partner units:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
 
(In millions, except per unit data)
Net income attributable to Enable Midstream Partners, LP
$
139

 
$
104

 
$
408

 
$
174

Less general partner interest in net income

 

 

 

Limited partner interest in net income attributable to Enable Midstream Partners, LP
$
139

 
$
104

 
$
408

 
$
174

Net income allocable to common units
$
71

 
$
104

 
$
282

 
$
174

Net income allocable to subordinated units
68

 

 
126

 

Limited partner interest in net income attributable to Enable Midstream Partners, LP
$
139

 
$
104

 
$
408

 
$
174

Basic and diluted weighted average number of outstanding limited partner units
 
 
 
 
 
 
 
Common units
214

 
390

 
281

 
390

Subordinated units
208

 

 
128

 

Total
422

 
390

 
409

 
390

Basic and diluted earnings per limited partner unit
 
 
 
 
 
 
 
Common units
$
0.33

 
$
0.27

 
$
1.00

 
$
0.45

Subordinated units
$
0.33

 
$

 
$
0.98

 
$



(5) Enable Midstream Partners, LP Parent Net Equity and Partners’ Capital

Prior to May 1, 2013, Enable Midstream Partners, LP Parent Net Equity represents the investment of CenterPoint Energy in the Partnership. On April 30, 2013, immediately prior to formation of the limited partnership, while under common control, CenterPoint Energy completed equity transactions with the Partnership, whereby CenterPoint Energy made a cash contribution to the Partnership and retained certain assets and liabilities previously held by the Partnership, all of which were deemed to be transfers of net assets not constituting a transfer of a business, as follows:


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Amounts retained prior to May 1, 2013
 
(In millions)
Contributions from (Distributions to) CenterPoint Energy
 
Cash
$
40

Pension and postretirement plans
22

Deferred financing cost
6

Investment in 25.05% of SESH (see Note 7)
(197
)
Increase in Notes payable-affiliated companies
(143
)
Decrease in Notes receivable-affiliated companies
(45
)
Income tax obligations, net
28

Net distributions to CenterPoint Energy prior to formation
$
(289
)

Effective May 1, 2013, Enable Midstream Partners, LP Partners’ Capital on the Consolidated Balance Sheet represents the net amount of capital, accumulated net income, contributions and distributions affecting the investments of CenterPoint Energy, OGE Energy, and ArcLight in the Partnership. On February 14, 2014, May 14, 2014 and August 14, 2014, the Partnership distributed $114 million, $155 million and $22 million to the unitholders of record as of January 1, 2014, April 1, 2014, and April 1, 2014, respectively in accordance with the Partnership’s First Amended and Restated Agreement of Limited Partnership.

The Partnership's Second Amended and Restated Agreement of Limited Partnership requires that, within 45 days subsequent to the end of each quarter, the Partnership distribute all of its available cash (as defined in the Second Amended and Restated Agreement of Limited Partnership) to unitholders of record on the applicable record date. The Partnership did not make distributions for the period that began on April 1, 2014 and ended on April 15, 2014, the day prior to the closing of the Offering, other than the required distributions to CenterPoint Energy, OGE Energy, and ArcLight under the First Amended and Restated Agreement of Limited Partnership.

We paid or have authorized payment of the following cash distributions under the Second Amended and Restated Agreement of Limited Partnership during 2014 (in millions, except for per unit amounts):
Quarter Ended
 
Record Date
 
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
June 30, 2014 (1)
 
August 4, 2014
 
August 14, 2014
 
$
0.2464

 
$
104

September 30, 2014 (2)
 
November 4, 2014
 
November 14, 2014
 
0.3025

 
128

_____________________
(1)
The quarterly distribution for three months ended June 30, 2014 was prorated for the period beginning immediately after the closing of the Partnership's Offering, April 16, 2014 through June 30, 2014.
(2)
The board of directors of Enable GP declared this $0.3025 per common unit cash distribution on October 24, 2014, to be paid on November 14, 2014, to unitholders of record at the close of business on November 4, 2014.

General Partner Interest and Incentive Distribution Rights

Enable GP owns a non-economic general partner interest in the Partnership and thus will not be entitled to distributions that the Partnership makes prior to the liquidation of the Partnership in respect of such general partner interest. Enable GP currently holds incentive distribution rights that entitle it to receive increasing percentages, up to a maximum of 50.0%, of the cash the Partnership distributes from operating surplus (as defined in the Prospectus) in excess of $0.330625 per unit per quarter. The maximum distribution of 50.0% does not include any distributions that Enable GP or its affiliates may receive on common units or subordinated units that they own.

Subordinated Units

All subordinated units are held by CenterPoint Energy and OGE Energy. These units are considered subordinated because during the subordination period (as defined in the Prospectus), the common units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.2875 per common unit, which amount is defined in

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the partnership agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. These units are deemed “subordinated” because for a period of time, referred to as the subordination period, the subordinated units will not be entitled to receive any distributions until the common units have received the minimum quarterly distribution plus any arrearages from prior quarters. Furthermore, no arrearages will be paid on the subordinated units.

Subordination Period

The subordination period began on the closing date of the Offering and will extend until the first business day following the distributions of available cash from operating surplus (as defined in the Prospectus) on each of the outstanding common units and subordinated units equal to or exceeding $1.15 per unit (the annualized minimum quarterly distribution) for each of the three consecutive, non-overlapping four-quarter periods immediately preceding June 30, 2017. Also, if the Partnership has paid distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equal to or exceeding $1.725 per unit (150 percent of the annualized minimum quarterly distribution) and the related distribution on the incentive distribution rights, for any four-consecutive-quarter period ending on or after June 30, 2015, the subordination period will terminate.


(6) Intangible Assets, Net
 
Prior to May 1, 2013, the Partnership did not have any intangible assets. The Partnership recorded $401 million in intangible assets associated with customer relationships due to the acquisition of Enogex.

The Partnership determined that intangible assets related to customer relationships have a weighted average useful life of 15 years as of May 1, 2013. Intangible assets do not have any significant residual value or renewal options of existing terms. There are no intangible assets with indefinite useful lives.

The Partnership recorded amortization expense of $7 million during each of the three months ended September 30, 2014 and 2013, respectively, and $20 million and $11 million during each of the nine months ended September 30, 2014 and 2013, respectively.

 
(7) Investments in Equity Method Affiliates
 
The Partnership uses the equity method of accounting for investments in entities in which it has an ownership interest between 20% and 50% and exercises significant influence. Until May 1, 2013, the Partnership held a 50% investment in SESH, a 286-mile interstate natural gas pipeline, which was accounted for as an investment in equity method affiliates. On May 1, 2013, the Partnership distributed a 25.05% interest in SESH to CenterPoint Energy, retaining a 24.95% interest in SESH.
 
For the period May 1, 2013 through May 29, 2014, CenterPoint Energy indirectly owned a 25.05% interest in SESH. Pursuant to the MFA, that interest could be contributed to the Partnership upon exercise of certain put or call rights, under which CenterPoint Energy would contribute to the Partnership CenterPoint Energy’s retained interest in SESH at a price equal to the fair market value of such interest at the time the put right or call right is exercised. On May 13, 2014, CenterPoint Energy exercised its put right with respect to a 24.95% interest in SESH. Pursuant to the put right, on May 30, 2014, CenterPoint Energy contributed a 24.95% interest in SESH to the Partnership in exchange for 6,322,457 common units representing limited partner interests in the Partnership, which had a fair value of $161 million based upon the closing market price of the Partnership's common units. If CenterPoint Energy were to exercise its remaining put right or the Partnership were to exercise its remaining call right (which may be no earlier than June 2015), CenterPoint Energy’s retained interest in SESH would be contributed to the Partnership in exchange for consideration consisting of 25,341 limited partner units for a 0.1% interest in SESH and, subject to certain restrictions, a cash payment, payable either from CenterPoint Energy to the Partnership or from the Partnership to CenterPoint Energy, in an amount such that the total consideration exchanged is equal in value to the fair market value of the contributed interest in SESH, subject to adjustment for accretion and dilution events. Affiliates of Spectra Energy Corp own the remaining 50% interest in SESH. As of September 30, 2014, the Partnership owns a 49.90% interest in SESH.

In connection with CenterPoint Energy's exercise of its put right with respect to its 24.95% interest in SESH, the parties agreed to allocate the distributions for the second quarter on (i) the SESH interest acquired by Enable and (ii) the Enable units issued to CenterPoint Energy for the SESH interest pro rata based on the time each party held the relevant interest. On July 25, 2014, the Partnership received a $7 million distribution from SESH for the three month period ended June 30, 2014, representing

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the Partnership's 49.90% interest in SESH.  Under the terms of the agreement, the Partnership made a payment of approximately $1 million to CenterPoint Energy related to the additional 24.95% interest during the quarter ending September 30, 2014.

On June 13, 2014, SESH made a special distribution of the proceeds of its $400 million senior note issuance, less debt issuance costs, which resulted in a $198 million distribution to the Partnership. In August 2014, the Partnership contributed $187 million to SESH which was utilized to repay SESH's $375 million senior notes due August 2014, increasing the book value of the Partnership's 49.90% investment in SESH to $349 million as of September 30, 2014. The Partnership and other members of SESH intend to contribute or otherwise return the remaining special distribution to SESH as necessary for general SESH purposes, including capital expenditures associated with SESH's expansion plans.

Investment in Equity Method Affiliates:
 
(In millions)
Balance as of December 31, 2013
$
198

Interest acquisition of SESH
161

Return of investment from SESH refinancing
(198
)
Additional investment in SESH
187

Equity in earnings of equity method affiliate
12

Contributions to equity method affiliate
2

Distributions from equity method affiliate
(13
)
Balance as of September 30, 2014
$
349


Equity in Earnings of Equity Method Affiliates:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
2014

2013
 
(In millions)
SESH
$
5

 
$
3

 
$
12

 
$
12


Distributions from Equity Method Affiliates:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014

2013
 
2014
 
2013
 
(In millions)
SESH (1)
$
7

 
$
3

 
$
13

 
$
20

 _____________________
(1)
Excludes $198 million in special distributions for the return of investment in SESH for the nine month period ended September 30, 2014.

Summarized financial information of SESH is presented below:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
 
(In millions)
Income Statements:
 
 
 
 
 
 
 
Revenues
$
27

 
$
28

 
$
80

 
$
81

Operating income
17

 
18

 
50

 
49

Net income
12

 
13

 
34

 
34


 

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(8) Debt
 
On May 27, 2014, the Partnership completed the private offering of $500 million 2.400% senior notes due 2019 (2019 Notes), $600 million 3.900% senior notes due 2024 (2024 Notes) and $550 million 5.000% senior notes due 2044 (2044 Notes), with registration rights. The Partnership received aggregate proceeds of $1.63 billion. Certain of the proceeds were used to repay the $1.05 billion senior unsecured term loan facility (Term Loan Facility), and certain of the proceeds were used to repay the Enable Oklahoma $250 million variable rate term loan and the Enable Oklahoma $200 million 6.875% senior notes due July 15, 2014, and for general corporate purposes. On July 15, 2014, the Partnership repaid the Enable Oklahoma $200 million 6.875% senior notes. A wholly owned subsidiary of CenterPoint Energy has guaranteed collection of the Partnership’s obligations under the 2019 Notes and 2024 Notes, on an unsecured subordinated basis, subject to automatic release on May 1, 2016.
 
The Partnership also has a $1.4 billion senior unsecured revolving credit facility (Revolving Credit Facility) that is scheduled to expire on May 1, 2018. As of September 30, 2014, there were no principal advances and $2 million in letters of credit outstanding under the Revolving Credit Facility. However, as discussed below, commercial paper borrowings effectively reduce our borrowing capacity under this Revolving Credit Facility.
 
The Revolving Credit Facility permits outstanding borrowings to bear interest at the LIBOR and/or an alternate base rate, at the Partnership’s election, plus an applicable margin. The applicable margin is based on the Partnership’s applicable credit ratings. As of September 30, 2014, the applicable margin for LIBOR-based borrowings under the Revolving Credit Facility was 1.625% based on the Partnership’s credit ratings. In addition, the Revolving Credit Facility requires the Partnership to pay a fee on unused commitments. The commitment fee is based on the Partnership’s applicable credit rating from the rating agencies. As of September 30, 2014, the commitment fee under the Revolving Credit Facility was 0.25% per annum based on the Partnership’s credit ratings.

In January 2014, the Partnership commenced a commercial paper program, pursuant to which the Partnership is authorized to issue up to $1.4 billion of commercial paper. The commercial paper program is supported by our Revolving Credit Facility, and outstanding commercial paper effectively reduces our borrowing capacity thereunder. As of September 30, 2014, $95 million was outstanding under our commercial paper program. Any reduction in our credit ratings could prevent us from accessing the commercial paper markets.

As of September 30, 2014, the Partnership’s debt included $250 million of 6.25% senior notes due March 2020 (the Enable Oklahoma Senior Notes). The Enable Oklahoma Senior Notes have $30 million unamortized premium at September 30, 2014.
 
Unamortized debt expense of $17 million and $9 million at September 30, 2014 and December 31, 2013, respectively, is classified in Other Assets in the Condensed Consolidated Balance Sheets and is being amortized over the life of the respective debt. Unamortized premium on long-term debt of $30 million and $37 million at September 30, 2014 and December 31, 2013, respectively, is classified as either Long-Term Debt or Current Portion of Long-Term Debt, consistent with the underlying debt instrument, in the Condensed Consolidated Balance Sheets and is being amortized over the life of the respective debt.

The Partnership recorded a $4 million loss on extinguishment of debt associated with the retirement of the $1.05 billion Term Loan Facility and the Enable Oklahoma $250 million variable rate term loan, discussed above, which is included in Other, net on the Condensed Combined and Consolidated Statement of Income.
 
As of September 30, 2014, the Partnership and Enable Oklahoma were in compliance with all of their debt agreements, including financial covenants.
 

(9) Fair Value Measurements
 
Certain assets and liabilities are recorded at fair value in the Condensed Consolidated Balance Sheets and are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined below and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities are as follows:
 
Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Instruments classified as Level 1 include natural gas futures, swaps and options transactions for contracts traded on the NYMEX and settled through a NYMEX clearing broker.

18


 
Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. Fair value assets and liabilities that are generally included in this category are derivatives with fair values based on inputs from actively quoted markets. Instruments classified as Level 2 include over-the-counter NYMEX natural gas swaps, natural gas basis swaps and natural gas purchase and sales transactions in markets such that the pricing is closely related to the NYMEX pricing, and over-the-counter WTI crude swaps for condensate sales.
 
Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Unobservable inputs reflect the Partnership’s judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Partnership develops these inputs based on the best information available, including the Partnership’s own data.
 
The Partnership utilizes the market approach in determining the fair value of its derivative positions by using either NYMEX or WTI published market prices, independent broker pricing data or broker/dealer valuations. The valuations of derivatives with pricing based on NYMEX published market prices may be considered Level 1 if they are settled through a NYMEX clearing broker account with daily margining. Over-the-counter derivatives with NYMEX or WTI based prices are considered Level 2 due to the impact of counterparty credit risk. Valuations based on independent broker pricing or broker/dealer valuations may be classified as Level 2 only to the extent they may be validated by an additional source of independent market data for an identical or closely related active market. In certain less liquid markets or for longer-term contracts, forward prices are not as readily available. In these circumstances, contracts are valued using internally developed methodologies that consider historical relationships among various quoted prices in active markets that result in management’s best estimate of fair value. These contracts are classified as Level 3.
 
The Partnership determines the appropriate level for each financial asset and liability on a quarterly basis and recognizes transfers between levels at the end of the reporting period. For the period ended September 30, 2014, there were no transfers between Level 1, 2, and 3 investments.
 
The impact to the fair value of derivatives due to credit risk is calculated using the probability of default based on Standard & Poor’s Ratings Services and/or internally generated ratings. The fair value of derivative assets is adjusted for credit risk. The fair value of derivative liabilities is adjusted for credit risk only if the impact is deemed material.

Contracts with Master Netting Arrangements
 
Fair value amounts recognized for forward, interest rate swap, option and other conditional or exchange contracts executed with the same counterparty under a master netting arrangement may be offset. The reporting entity’s choice to offset or not must be applied consistently. A master netting arrangement exists if the reporting entity has multiple contracts, whether for the same type of conditional or exchange contract or for different types of contracts, with a single counterparty that are subject to a contractual agreement that provides for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract. Offsetting the fair values recognized for forward, interest rate swap, option and other conditional or exchange contracts outstanding with a single counterparty results in the net fair value of the transactions being reported as an asset or a liability in the Condensed Consolidated Balance Sheets. The Partnership has presented the fair values of its derivative contracts under master netting agreements using a net fair value presentation.
 
The following tables summarize the Partnership’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013:

19


 
September 30, 2014
Commodity Contracts
 
Gas Imbalances (1)
 
Assets
 
Liabilities
 
Assets (2)
 
Liabilities (3)
 
(In millions)
Quoted market prices in active market for identical assets (Level 1)
$
4

 
$
(2
)
 
$

 
$

Significant other observable inputs (Level 2)
1

 

 
33

 
$
11

Unobservable inputs (Level 3)
1

 

 

 
$

Total fair value
6

 
(2
)
 
33

 
$
11

Netting adjustments

 

 

 
$

Total
$
6

 
$
(2
)
 
$
33

 
$
11


December 31, 2013
Commodity Contracts
 
Gas Imbalances (1)
 
Assets
 
Liabilities
 
Assets (2)
 
Liabilities (3)
 
(In millions)
Quoted market prices in active market for identical assets (Level 1)
$
1

 
$
2

 
$

 
$

Significant other observable inputs (Level 2)

 
1

 
8

 
10

Unobservable inputs (Level 3)

 

 

 

Total fair value
1

 
3

 
8

 
10

Netting adjustments
(1
)
 
(2
)
 

 

Total
$

 
$
1

 
$
8

 
$
10

______________________
(1)
The Partnership uses the market approach to fair value its gas imbalance assets and liabilities at individual, or where appropriate an average of, current market indices applicable to the Partnership’s operations, not to exceed net realizable value. Gas imbalances held by Enable Oklahoma are valued using an average of the Inside FERC Gas Market Report for Panhandle Eastern Pipe Line Co. (Texas, Oklahoma Mainline), ONEOK (Oklahoma) and ANR Pipeline (Oklahoma) indices. There were no netting adjustments as of September 30, 2014 and December 31, 2013.
(2)
Gas imbalance assets exclude fuel reserves for under retained fuel due from shippers of $1 million and $2 million at September 30, 2014 and December 31, 2013, respectively, which fuel reserves are based on the value of natural gas at the time the imbalance was created and which are not subject to revaluation at fair market value.
(3)
Gas imbalance liabilities exclude fuel reserves for over retained fuel due to shippers of $1 million and $3 million at September 30, 2014 and December 31, 2013, respectively, which fuel reserves are based on the value of natural gas at the time the imbalance was created and which are not subject to revaluation at fair market value.


Estimated Fair Value of Financial Instruments

The fair values of all accounts receivable, notes receivable, accounts payable, notes payable-commercial paper, and other such financial instruments on the Condensed Consolidated Balance Sheets are estimated to be approximately equivalent to their carrying amounts and have been excluded from the table below. The following table summarizes the fair value and carrying amount of the Partnership’s financial instruments at September 30, 2014 and December 31, 2013.
 

20


 
September 30, 2014
 
December 31, 2013
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
 
(In millions)
Long-Term Debt
 
 
 
 
 
 
 
Long-term notes payable - affiliated companies (Level 2)
$
363

 
$
366

 
$
363

 
$
363

Revolving Credit Facility (Level 2)(1)

 

 
333

 
333

Term Loan Facility (Level 2)

 

 
1,050

 
1,050

Enable Oklahoma Term Loan (Level 2)

 

 
250

 
250

Enable Oklahoma Senior Notes (Level 2)(2)
280

 
286

 
487

 
477

Enable Midstream Partners, LP 2019, 2024 and 2044 Notes (Level 2)
1,649

 
1,641

 

 

___________________
(1)
Borrowing capacity is reduced by our borrowings outstanding under the commercial paper program. $95 million of commercial paper was outstanding as of September 30, 2014 and none was outstanding as of December 31, 2013.
(2)
No amount was included in the current portion of long term debt as of September 30, 2014 and $204 million is included as of December 31, 2013.

The fair value of the Partnership’s Term Loan Facility and Long-term notes payable—affiliated companies, along with the Enable Oklahoma Senior Notes and Enable Midstream Partners, LP 2019, 2024 and 2044 Notes, is based on quoted market prices and estimates of current rates available for similar issues with similar maturities and is classified as Level 2 in the fair value hierarchy.
 
Non-Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
 
Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment).

At September 30, 2014 and December 31, 2013, no material fair value adjustments or fair value measurements were required for these non-financial assets or liabilities.


(10) Derivative Instruments and Hedging Activities
 
The Partnership is exposed to certain risks relating to its ongoing business operations. The primary risk managed using derivative instruments is commodity price risk. The Partnership is also exposed to credit risk in its business operations.
 
Commodity Price Risk
 
The Partnership has used forward physical contracts, commodity price swap contracts and commodity price option features to manage the Partnership’s commodity price risk exposures in the past. Commodity derivative instruments used by the Partnership are as follows:
NGL put options, NGL futures and swaps, and WTI crude futures and swaps for condensate sales are used to manage the Partnership’s NGL and condensate exposure associated with its processing agreements;
natural gas futures and swaps are used to manage the Partnership’s keep-whole natural gas exposure associated with its processing operations and the Partnership’s natural gas exposure associated with operating its gathering, transportation and storage assets; and
natural gas futures and swaps, natural gas options and natural gas commodity purchases and sales are used to manage the Partnership’s natural gas exposure associated with its storage and transportation contracts and asset management activities.

Normal purchases and normal sales contracts are not recorded in Other Assets or Liabilities in the Condensed Consolidated Balance Sheets and earnings are recognized and recorded in the period in which physical delivery of the commodity occurs. Management applies normal purchases and normal sales treatment to: (i) commodity contracts for the purchase and sale of natural gas used in or produced by the Partnership’s operations and (ii) commodity contracts for the purchase and sale of NGLs produced by the Partnership’s gathering and processing business.

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The Partnership recognizes its non-exchange traded derivative instruments as Other Assets or Liabilities in the Condensed Consolidated Balance Sheets at fair value with such amounts classified as current or long-term based on their anticipated settlement. Exchange traded transactions are settled on a net basis daily through margin accounts with a clearing broker and, therefore, are recorded at fair value on a net basis in Other Current Assets in the Condensed Consolidated Balance Sheets.
 
As of September 30, 2014 and December 31, 2013, the Partnership had no derivative instruments that were designated as cash flow or fair value hedges for accounting purposes.

Credit Risk
 
The Partnership is exposed to certain credit risks relating to its ongoing business operations. Credit risk includes the risk that counterparties that owe the Partnership money or energy will breach their obligations. If the counterparties to these arrangements fail to perform, the Partnership may be forced to enter into alternative arrangements. In that event, the Partnership’s financial results could be adversely affected, and the Partnership could incur losses.
 
Derivatives Not Designated As Hedging Instruments
 
Derivative instruments not designated as hedging instruments for accounting purposes are utilized in the Partnership’s asset management activities. For derivative instruments not designated as hedging instruments, the gain or loss on the derivative is recognized currently in earnings.

Quantitative Disclosures Related to Derivative Instruments
 
The majority of natural gas physical purchases and sales not designated as hedges for accounting purposes are priced based on a monthly or daily index, and the fair value is subject to little or no market price risk. Natural gas physical sales volumes exceed natural gas physical purchase volumes due to the marketing of natural gas volumes purchased via the Partnership’s processing contracts, which are not derivative instruments.

As of September 30, 2014, the Partnership had the following derivative instruments that were not designated as hedging instruments for accounting purposes.

  
Gross Notional  Volume
 
Purchases
 
Sales
Natural gas— TBtu(1)
 
 
 
Physical
7

 
39

Fixed futures/swaps
3

 
15

Basis futures/swaps
6

 
18

Condensate— MBbl(2)

 

Futures/swaps

 
168

Natural gas liquids— MBbl(3)

 

Futures/swaps

 
204

____________________
(1)
85.4 percent of the natural gas contracts have durations of one year or less, 9.8 percent have durations of more than one year and less than two years and 4.8 percent have durations of more than two years.
(2)
100.0 percent of the condensate contracts have durations of one year or less.
(3)
100.0 percent of the natural gas liquids contracts have durations of one year or less.


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Table of Contents

As of December 31, 2013, the Partnership had the following derivative instruments that were not designated as hedging instruments for accounting purposes.

  
Gross Notional  Volume
 
Purchases
 
Sales
Natural gas— TBtu(1)
 
 
 
Physical
7

 
43

Fixed futures/swaps
3

 
5

Basis futures/swaps
3

 
6

____________________
(1)
94.8 percent of the natural gas contracts have durations of one year or less, 2.5 percent have durations of more than one year and less than two years and 2.7 percent have durations of more than two years.

Balance Sheet Presentation Related to Derivative Instruments
 
The fair value of the derivative instruments that are presented in the Partnership’s Condensed Consolidated Balance Sheet as of September 30, 2014 are as follows:
 
 
 
 
Fair Value
Instrument
Balance Sheet Location
 
Assets
 
Liabilities
 
 
 
(In millions)
Derivatives not designated as hedging instruments
 
 
 
Natural gas
 
 
 
Financial futures/swaps
Other Current
 
$
6

 
$
2

Physical purchases/sales
Other Current
 
1

 

Total gross derivatives (1)
 
 
$
7

 
$
2

_____________________
(1)
See Note 9 for a reconciliation of the Partnership’s total derivatives fair value to the Partnership’s Condensed Consolidated Balance Sheet as of September 30, 2014.
The fair value of the derivative instruments that are presented in the Partnership’s Condensed Consolidated Balance Sheet as of December 31, 2013 are as follows:
 
 
 
 
Fair Value
Instrument
Balance Sheet Location
 
Assets
 
Liabilities
 
 
 
(In millions)
Derivatives not designated as hedging instruments
 
 
 
Natural gas
 
 
 
Financial futures/swaps
Other Current
 
$
1

 
$
2

Physical purchases/sales
Other Current
 

 
1

Total gross derivatives (1)
 
 
$
1

 
$
3

_______________________
(1)
See Note 9 for a reconciliation of the Partnership’s total derivatives fair value to the Partnership’s Condensed Consolidated Balance Sheet as of December 31, 2013.

Income Statement Presentation Related to Derivative Instruments
 
The following tables present the effect of derivative instruments on the Partnership’s Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2014.

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Amounts Recognized in Income
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
 
(In millions)
Natural gas physical purchases/sales gains (losses)
$
(1
)
 
$
1

 
$
(1
)
 
$
(2
)
Natural gas financial futures/swaps gains (losses)
3

 

 
4

 
1

Condensate financial futures/swaps gains (losses)
$
3

 
$

 
$
2

 
$

Total
$
5

 
$
1

 
$
5

 
$
(1
)
 
For derivatives not designated as hedges in the tables above, amounts recognized in income for the periods ended September 30, 2014 and 2013, if any, are reported in Revenues.
 
Credit-Risk Related Contingent Features in Derivative Instruments
 
In the event Moody’s Investors Services or Standard & Poor’s Ratings Services were to lower the Partnership’s senior unsecured debt rating to a below investment grade rating, at September 30, 2014, the Partnership would have been required to post no cash collateral to satisfy its obligation under its financial and physical contracts relating to derivative instruments that are in a net liability position at September 30, 2014. In addition, the Partnership could be required to provide additional credit assurances in future dealings with third parties, which could include letters of credit or cash collateral.


(11) Related Party Transactions
 
The material related party transactions with CenterPoint Energy, OGE Energy and their respective subsidiaries are summarized below. There were no material related party transactions with other affiliates.
 
The Partnership’s revenues from affiliated companies accounted for 5% and 8% of revenues during the three months ended September 30, 2014 and 2013, respectively, and 5% and 10% of revenues during the nine months ended September 30, 2014 and 2013, respectively. Amounts of revenues from affiliated companies included in the Partnership’s Condensed Combined and Consolidated Statements of Income are summarized as follows:
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
 
(In millions)
Gas transportation and storage - CenterPoint Energy
$
22

 
$
23

 
$
82

 
$
82

Gas sales - CenterPoint Energy
1

 
22

 
17

 
46

Gas transportation and storage - OGE Energy (1)
9

 
12

 
31

 
20

Gas sales - OGE Energy (1)
5

 
9

 
10

 
11

Total revenues - affiliated companies
$
37

 
$
66

 
$
140

 
$
159

____________________
(1)
The Partnership's contracts with OGE Energy to transport and sell natural gas to OGE Energy’s natural gas-fired generation facilities and store natural gas are reflected in Partnership’s Condensed Combined and Consolidated Statement of Income beginning on May 1, 2013. On March 17, 2014, the Partnership and the electric utility subsidiary of OGE Energy signed a new transportation agreement effective May 1, 2014 with a primary term through April 30, 2019. Following the primary term, the agreement will remain in effect from year to year thereafter unless either party provides notice of termination to the other party at least 180 days prior to the commencement of the succeeding annual period.

Amounts of natural gas purchased from affiliated companies included in the Partnership’s Condensed Combined and Consolidated Statements of Income are summarized as follows:
 

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Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
 
(In millions)
Cost of goods sold - CenterPoint Energy
$

 
$
1

 
$
2

 
$
4

Cost of goods sold - OGE Energy
8

 
3

 
14

 
5

Total cost of goods sold - affiliated companies
$
8

 
$
4

 
$
16

 
$
9


Prior to May 1, 2013, the Partnership had employees and reflected the associated benefit costs directly and not as corporate services. Under the terms of the MFA, effective May 1, 2013 the Partnership’s employees were seconded by CenterPoint Energy and OGE Energy, and the Partnership began reimbursing each of CenterPoint Energy and OGE Energy for all employee costs under the seconding agreements until the seconded employees transition from CenterPoint Energy and OGE Energy to the Partnership. The Partnership anticipates transitioning seconded employees from CenterPoint Energy and OGE Energy to the Partnership effective January 1, 2015, except for those employees who are participants under OGE Energy’s defined benefit and retiree medical plans, who will remain seconded to the Partnership, subject to certain termination rights of the Partnership and OGE Energy. The Partnership’s reimbursement of OGE Energy for employee costs arising out of OGE Energy’s defined benefit and retiree medical plans is fixed at $6 million in each of 2015 and 2016, $5 million in 2017, and at actual cost subject to a cap of $5 million in 2018 and thereafter, in the event of continued secondment.
 
Prior to May 1, 2013, the Partnership received certain services and support functions from CenterPoint Energy described below. Under the terms of the MFA, effective May 1, 2013, the Partnership receives services and support functions from each of CenterPoint Energy and OGE Energy under service agreements for an initial term ending on April 30, 2016. The service agreements automatically extend year-to-year at the end of the initial term, unless terminated by the Partnership with at least 90 days’ notice. Additionally, the Partnership may terminate these service agreements at any time with 180 days’ notice, if approved by the Board of Enable GP. The Partnership reimburses CenterPoint Energy and OGE Energy for these services up to annual caps, which for 2014 are $38 million and $28 million, respectively.
 
Effective April 1, 2014, the Partnership, CenterPoint Energy and OGE Energy agreed to reduce certain allocated costs charged to the Partnership because the Partnership has assumed responsibility for the related activities.

Amounts charged to the Partnership by affiliates for seconded employees and corporate services, included primarily in operating and maintenance expenses in Partnership’s Condensed Combined and Consolidated Statements of Income are as follows:
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
 
(In millions)
Seconded Employee Costs - CenterPoint Energy (1)
$
32

 
$
36

 
$
101

 
$
61

Corporate Services - CenterPoint Energy
6

 
9

 
23

 
31

Seconded Employee Costs - OGE Energy (2)
25

 
26

 
78

 
41

Corporate Services - OGE Energy (2) 
3

 
6

 
13

 
10

Total corporate services and seconded employees expense
$
66


$
77

 
$
215

 
$
143

_________________________
(1)
Beginning on May 1, 2013, CenterPoint Energy assumed all employees of the Partnership and seconded such employees to the Partnership. Therefore, costs historically incurred directly by the Partnership for employment services are reflected as seconded employee costs subsequent to formation on May 1, 2013.
(2)
Corporate services and seconded employee expenses from OGE Energy are reflected in the Condensed Combined and Consolidated Statement of Income beginning on May 1, 2013.

The Partnership has outstanding long-term notes payable—affiliated companies to CenterPoint Energy at both September 30, 2014 and December 31, 2013 of $363 million which mature in 2017. Notes having an aggregate principal amount of approximately $273 million bear a fixed interest rate of 2.10% and notes having an aggregate principal amount of approximately $90 million bear a fixed interest rate of 2.45%.

The Partnership recorded affiliated interest expense to CenterPoint Energy on note payable—affiliated companies of $2 million during each of the three months ended September 30, 2014 and 2013, respectively, and $6 million and $33 million during the nine months ended September 30, 2014 and 2013, respectively.

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The Partnership recorded no interest income—affiliated companies from CenterPoint Energy on notes receivable—affiliated companies and $1 million during each of the three months ended September 30, 2014 and 2013, respectively, and no interest income-affiliated companies and $9 million during each of the nine months ended September 30, 2014 and 2013, respectively.

 
(12) Commitments and Contingencies
 
The Partnership is involved in legal, environmental, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies regarding matters arising in the ordinary course of business. Some of these proceedings involve substantial amounts. The Partnership regularly analyzes current information and, as necessary, provides accruals for probable liabilities on the eventual disposition of these matters. The Partnership does not expect the disposition of these matters to have a material adverse effect on its financial condition, results of operations or cash flows.


(13) Income Taxes
 
The items comprising income tax expense are as follows:
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
 
(In millions)
Provision (benefit) for current income taxes
 
 
 
 
 
 
 
Federal
$
1

 
$
3

 
$
2

 
$
1

State

 

 
1

 
1

Total provision (benefit) for current income taxes
1

 
3

 
3

 
2

Provision (benefit) for deferred income taxes, net
 
 
 
 
 
 
 
Federal
$
(1
)
 
(2
)
 
$
(2
)
 
$
(1,039
)
State
1

 

 
1

 
(158
)
Total provision (benefit) for deferred income taxes, net

 
(2
)
 
(1
)
 
(1,197
)
Total income tax expense (benefit)
$
1

 
$
1

 
$
2

 
$
(1,195
)
 
Upon conversion to a limited partnership on May 1, 2013, the Partnership’s earnings are generally no longer subject to income tax (other than Texas state margin taxes) and are taxable at the individual partner level, with the exception of Enable Midstream Services, LLC, a wholly owned subsidiary (Enable Midstream Services). The Partnership and its subsidiaries are pass-through entities for federal income tax purposes. For these entities, all income, expenses, gains, losses and tax credits generated flow through to their owners and, accordingly, do not result in a provision for income taxes in the condensed combined and consolidated financial statements. Consequently, the Condensed Combined and Consolidated Statements of Income do not include an income tax provision for income earned on or after May 1, 2013 (other than Texas state margin taxes).

As a result of the conversion to a limited partnership, CenterPoint Energy assumed all outstanding current income tax liabilities and the deferred income tax assets and liabilities were eliminated by recording a provision for income tax benefit of $1.24 billion.

Enable Midstream Services is subject to U.S. federal and state income taxes. Deferred income tax assets and liabilities for the operations of this corporation are recognized for temporary differences between the assets and liabilities for financial reporting and tax purposes. Changes in tax legislation are included in the relevant computations in the period in which such changes are effective.

 
(14) Equity Based Compensation

Enable GP has adopted the Enable Midstream Partners, LP Long Term Incentive Plan for officers, directors and employees of the Partnership, Enable GP or affiliates, including any individual who provides services to the Partnership or Enable GP as a seconded employee, and any consultants or affiliates of Enable GP or other individuals who perform services for the Partnership.


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Table of Contents

The long term incentive plan consists of the following components: phantom units, performance units, appreciations rights, restricted units, option rights, cash incentive awards, distribution equivalent rights or other unit-based awards and unit awards. The purpose of awards under the long term incentive plan is to provide additional incentive compensation to employees providing services to the Partnership, and to align the economic interests of such employees with the interests of unitholders. The long term incentive plan will limit the number of units that may be delivered pursuant to vested awards to 13,100,000 common units, subject to proportionate adjustment in the event of unit splits and similar events. Common units cancelled, forfeited, expired or cash settled will be available for delivery pursuant to other awards. The plan is administered by the board of directors of Enable GP or a designated committee thereof.

The following table summarizes the Partnership’s compensation expense for the three and nine months ended September 30, 2014 and 2013 related to performance units, restricted units, and phantom units for the Partnership's employees.

 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
 
(In millions)
Performance units
$
1

 
$

 
$
1

 
$

Restricted units
3

 

 
8

 

Phantom units
1

 

 
1

 

Total compensation expense
$
5

 
$

 
$
10

 
$


Performance Units

On June 2, 2014, the board of directors of Enable GP granted 563,963 performance based phantom units (performance units) to certain employees providing services to the Partnership, including executive officers, that cliff vest three years from the grant date. The performance units provide for accelerated vesting if there is a change in control (as defined in the Enable Midstream Partners, LP Long Term Incentive Plan). Each performance unit is subject to forfeiture if the recipient terminates employment with the Partnership prior to the end of the three-year award cycle for any reason other than death, disability or retirement. In the event of death or disability, a participant will receive a payment based on the targeted achievement of the performance goals during the award cycle. In the event of retirement, a participant will receive a pro rated payment based on the actual performance of the performance goals during the award cycle.

The payment of performance units is dependent upon the Partnership's total unitholder return ranking relative to a peer group of companies over the period of April 11, 2014 through December 31, 2016 as compared to a target set at the time of the grant by the board of directors of Enable GP. Any performance units that cliff vest three years from the grant date (i.e. the three year award cycle) will be payable in the Partnership's common units. All of these performance units are classified as equity in the Partnership's Condensed Consolidated Balance Sheet. If there is no or only a partial payout for the performance units at the end of the award cycle, the unearned performance units are cancelled. Payout requires approval of the board of directors of Enable GP.

The fair value of the performance units was estimated on the grant date using a lattice-based valuation model that factors in information, including the expected dividend yield, expected price volatility, risk-free interest rate and the probable outcome of the market condition, over the expected life of the performance units. Compensation expense for the performance units is a fixed amount determined at the grant date fair value and is recognized over the three-year award cycle regardless of whether performance units are awarded at the end of the award cycle. Distributions are accumulated and paid at vesting, and therefore, are not included in the fair value calculation. Due to the short trading history of the Partnership's common units, expected price volatility is based on the average of the three-year volatility of the peer group companies used to determine the total unitholder return ranking. The risk-free interest rate for the performance unit grants is based on the three-year U.S. Treasury yield curve in effect at the time of the grant. The expected life of the units is based on the non-vested period since inception of the award cycle. There are no post-vesting restrictions related to the Partnership’s performance units. The number of performance units granted based on total unitholder return and the assumptions used to calculate the grant date fair value of the performance units based on total unitholder return are shown in the following table.

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Table of Contents

 
2014
Number of units granted
563,963

Fair value of units granted
$
26.12

Expected price volatility
22.2
%
Risk-free interest rate
0.83
%
Expected life of units (in years)
3.00


Restricted Units

On April 16, 2014 the board of directors of Enable GP granted 375,000 restricted units to the Chief Executive Officer of Enable GP, of which 40% vested on August 1, 2014 and 20% vest on each of February 1, 2015, 2016 and 2017. Additionally, on April 16, 2014, the board of directors of Enable GP granted 150,000 restricted units to the Chief Executive Officer of Enable GP, which vest four years from the grant date. On April 16, 2014, the board of directors of Enable GP granted 137,500 restricted units to the Chief Financial Officer of Enable GP, which vest 45.46% on March 1, 2015 and 54.54% on March 1, 2016. Additionally, on April 16, 2014, the board of directors of Enable GP granted 25,000 restricted units to the Chief Financial Officer of Enable GP, which vest four years from the grant date. Prior to vesting, each share of restricted stock is subject to forfeiture if the recipient ceases to render substantial services to the Partnership for any reason other than death, disability or retirement. During the restriction period these units may not be sold, assigned, transferred or pledged and are subject to a risk of forfeiture.

The board of directors of Enable GP has also authorized various grants of time-based restricted units (restricted units) to certain employees providing services to the Partnership that are subject to cliff vesting over various terms, not longer than three years from the grant date. Prior to vesting, each share of restricted stock is subject to forfeiture if the recipient ceases to render substantial services to the Partnership for any reason other than death, disability or retirement. During the restriction period these units may not be sold, assigned, transferred or pledged and are subject to a risk of forfeiture.

The fair value of the restricted units was based on the closing market price of the Partnership’s common unit on the grant date. Compensation expense for the restricted units is a fixed amount determined at the grant date fair value and is recognized as services are rendered by employees over a vesting period, as defined in the agreements. Distributions are paid as declared prior to vesting and, therefore, are included in the fair value calculation. After payment, distributions are not subject to forfeiture. The expected life of the restricted units is based on the non-vested period since inception of the award cycle. There are no post-vesting restrictions related to the Partnership's restricted units. The number of restricted units granted related to the Partnership’s employees and the grant date fair value are shown in the following table.

2014
Restricted units granted on April 16, 2014 to the Chief Executive Officer and Chief Financial Officer of Enable GP
687,500

Fair value of restricted units granted
$
22.60




Restricted units granted to the Partnership's employees
243,616

Fair value of restricted units granted
$24.65 - $25.50


Phantom Units

On April 21, 2014, the board of directors of Enable GP granted 100,000 time-based phantom units (phantom units) to certain employees providing services to the Partnership, including executive officers, that vest on the first anniversary of the date of grant. Prior to vesting, each share of restricted units is subject to forfeiture if the recipient ceases to render substantial services to the Partnership for any reason other than death, disability or retirement. During the restriction period these units may not be sold, assigned, transferred or pledged and are subject to a risk of forfeiture.

The fair value of the phantom units was based on the closing market price of the Partnership’s common unit on the grant date. Compensation expense for the phantom unit is a fixed amount determined at the grant date fair value and is recognized as services are rendered by employees over a one-year vesting period. Distributions are accumulated and paid at vesting and, therefore, are not included in the fair value calculation. The expected life of the phantom unit is based on the non-vested period since inception of the one-year award cycle. There are no post-vesting restrictions related to the Partnership's phantom unit. The number of phantom units granted related to the Partnership’s employees and the grant date fair value are shown in the following table.

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2014
Phantom units granted to the Partnership's employees
100,000

Fair value of phantom units granted
$
23.16


Units Outstanding

A summary of the activity for the Partnership's performance units, restricted units, and phantom units applicable to the Partnership’s employees at September 30, 2014 and changes in 2014 are shown in the following table.

 
Performance Units
 
Restricted Units
 
Phantom Units
  
Number
of Units
 
Aggregate
Intrinsic
Value
 
Number
of Units
 
Aggregate
Intrinsic
Value
 
Number
of Units
 
Aggregate
Intrinsic
Value
 
(In millions, except unit data)
Units Outstanding at December 31, 2013

 

 

 

 

 

Granted(1)
563,963

 

 
931,116

 

 
100,000

 

Vested
(1,545
)
 

 
(150,515
)
 

 
(500
)
 


Forfeited
(7,034
)
 

 
(2,901
)
 

 
(6,000
)
 

Units Outstanding at September 30, 2014
555,384

 
$
13

 
777,700

 
$
19

 
93,500

 
$
2

Units Fully Vested at September 30, 2014
1,545

 
$

 
150,515

 
 
 
500

 
$

_____________________
(1)
For performance units, this represents the target number of performance units granted.  The actual number of performance units earned, if any, is dependent upon performance and may range from 0 percent to 200 percent of the target.

Unrecognized Compensation Cost

A summary of the Partnership's unrecognized compensation cost for its non-vested performance units, restricted units, and phantom units, and the weighted-average periods over which the compensation cost is expected to be recognized are shown in the following table.
 
September 30, 2014
 
Unrecognized Compensation Cost
(In millions)
 
Weighted Average to be Recognized
(In years)
Performance Units
$
13

 
2.89
Restricted Units
14

 
1.80
Phantom Units
1

 
0.58
Total
$
28

 
 

As of September 30, 2014, there were 11,519,555 units available for issuance under the long term incentive plan.


(15) Reportable Business Segments
 
The Partnership’s determination of reportable business segments considers the strategic operating units under which it manages sales, allocates resources and assesses performance of various products and services to wholesale or retail customers in differing regulatory environments. The accounting policies of the business segments are the same as those described in the summary of significant accounting policies excerpt in the Partnership’s audited 2013 combined and consolidated financial statements included in the Prospectus, which explain that some executive benefit costs of the Partnership prior to May 1, 2013 have not been allocated to business segments. The Partnership uses operating income as the measure of profit or loss for its business segments.
 
The Partnership’s assets and operations are organized into two business segments: (i) Gathering and Processing, which primarily provides natural gas gathering, processing and fractionation services and crude oil gathering for our producer customers, and (ii) Transportation and Storage, which provides interstate and intrastate natural gas pipeline transportation and storage service primarily to natural gas producers, utilities and industrial customers. Effective May 1, 2013, the intrastate natural gas pipeline

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operations acquired from Enogex were combined with the interstate pipelines in the transportation and storage segment and the non-rate regulated natural gas gathering, processing and treating operations acquired from Enogex were combined with in the gathering and processing segment.
 
Financial data for business segments and services are as follows:
 
Three Months Ended September 30, 2014
Gathering  and
Processing
 
Transportation
and Storage(1)
 
Eliminations
 
Total
 
(In millions)
Revenues
$
604

 
$
341

 
$
(142
)
 
$
803

Cost of goods sold, excluding depreciation and amortization
382

 
198

 
(141
)
 
439

Operation and maintenance
76

 
53

 
(1
)
 
128

Depreciation and amortization
41

 
28

 

 
69

Impairment
1

 

 

 
1

Taxes other than income tax
8

 
6

 

 
14

Operating income
$
96

 
$
56

 
$

 
$
152

Total assets
$
8,169

 
$
5,400

 
$
(1,877
)
 
$
11,692

Capital expenditures
$
227

 
$
25

 
$
(4
)
 
$
248

 
 
 
 
 
 
 
 
Three Months Ended September 30, 2013
Gathering and
Processing
 

Transportation
and Storage(1)
 
Eliminations
 
Total
 
(In millions)
Revenues
$
544

 
$
353

 
$
(105
)
 
$
792

Cost of goods sold, excluding depreciation and amortization
351

 
212

 
(104
)
 
459

Operation and maintenance
68

 
57

 
(1
)
 
124

Depreciation and amortization
37

 
30

 

 
67

Impairment
12

 

 

 
12

Taxes other than income tax
6

 
9

 

 
15

Operating income
$
70

 
$
45

 
$

 
$
115

Total assets as of December 31, 2013
$
7,157

 
$
5,717

 
$
(1,642
)
 
$
11,232

Capital expenditures
$
160

 
$
37

 
$

 
$
197

_____________________
(1)
Transportation and Storage recorded equity income of $5 million and $3 million for the three months ended September 30, 2014 and 2013, respectively, from its interest in SESH, a jointly-owned pipeline. These amounts are included in Equity in earnings of equity method affiliates under the Other Income (Expense) caption. Transportation and Storage’s investment in SESH was $349 million and $198 million as of September 30, 2014 and December 31, 2013, respectively, and is included in Investments in equity method affiliates. The Partnership reflected a 50% interest in SESH until May 1, 2013 when the Partnership distributed a 25.05% interest in SESH to CenterPoint Energy. For the period of May 1, 2013 through May 29, 2014 the Partnership reflected a 24.95% interest in SESH. On May 30, 2014, CenterPoint Energy contributed its 24.95% interest in SESH to the Partnership. As of September 30, 2014, the Partnership owns 49.90% interest in SESH. See Note 7 for further discussion regarding SESH.

30

Table of Contents

Nine Months Ended September 30, 2014
Gathering  and
Processing
 
Transportation
and Storage(1)
 
Eliminations
 
Total
 
(In millions)
Revenues
$
1,882

 
$
1,219