EX-99.02 22 a2021ogeenergy10-kxex9902.htm EX-99.02 Document
Exhibit 99.02

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ENABLE MIDSTREAM PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
 Three Months Ended September 30,Nine Months Ended
September 30,
 2021202020212020
 (In millions, except per unit data)
Revenues (including revenues from affiliates (Note 13)):
Product sales$623 $280 $1,710 $764 
Service revenues333 316 1,003 995 
Total Revenues956 596 2,713 1,759 
Cost and Expenses (including expenses from affiliates (Note 13)):
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately)
565 250 1,510 653 
Operation and maintenance
92 96 267 313 
General and administrative27 28 89 73 
Depreciation and amortization104 105 313 314 
Impairments of property, plant and equipment and goodwill (Note 7)— — — 28 
Taxes other than income tax16 17 52 52 
Total Cost and Expenses804 496 2,231 1,433 
Operating Income152 100 482 326 
Other Income (Expense):
Interest expense(41)(43)(125)(136)
Equity in earnings (losses) of equity method affiliate, net(222)(211)
Other, net
Total Other Expense(36)(263)(113)(340)
Income (Loss) Before Income Tax116 (163)369 (14)
Income tax benefit— — — — 
Net Income (Loss)$116 $(163)$369 $(14)
Less: Net income (loss) attributable to noncontrolling interest— (6)
Net Income (Loss) Attributable to Limited Partners$116 $(164)$367 $(8)
Less: Series A Preferred Unit distributions (Note 6)26 27 
Net Income (Loss) Attributable to Common Units (Note 5)$107 $(173)$341 $(35)

Basic and diluted earnings (loss) per unit (Note 5)
Basic$0.24 $(0.40)$0.78 $(0.08)
Diluted$0.24 $(0.40)$0.76 $(0.08)
 
See Notes to the Unaudited Condensed Consolidated Financial Statements
1

Exhibit 99.02
ENABLE MIDSTREAM PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 Three Months Ended September 30,Nine Months Ended
September 30,
 2021202020212020
 (In millions)
Net income (loss)$116 $(163)$369 $(14)
Other comprehensive income (loss):
Change in fair value of interest rate derivative instruments— — — (7)
Reclassification of interest rate derivative losses to net income
Other comprehensive income (loss)(4)
Comprehensive income (loss)117 (161)373 (18)
Less: Comprehensive income (loss) attributable to noncontrolling interest— (6)
Comprehensive income (loss) attributable to Limited Partners$117 $(162)$371 $(12)

See Notes to the Unaudited Condensed Consolidated Financial Statements
2

Exhibit 99.02

ENABLE MIDSTREAM PARTNERS, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, 2021December 31, 2020
(In millions)
Current Assets:
Cash and cash equivalents$36 $
Accounts receivable, net of allowance for doubtful accounts (Note 1)384 248 
Accounts receivable—affiliated companies15 
Inventory43 42 
Gas imbalances26 42 
Other current assets, net of allowance for doubtful accounts (Note 1)38 31 
Total current assets536 381 
Property, Plant and Equipment:
Property, plant and equipment13,396 13,220 
Less: Accumulated depreciation and amortization2,785 2,555 
Property, plant and equipment, net10,611 10,665 
Other Assets:
Intangible assets, net492 539 
Investment in equity method affiliate76 76 
Other65 68 
Total other assets633 683 
Total Assets$11,780 $11,729 
Current Liabilities:
Accounts payable$220 $149 
Accounts payable—affiliated companies
Current portion of long-term debt800 — 
Short-term debt50 250 
Taxes accrued55 34 
Gas imbalances28 19 
Other144 128 
Total current liabilities1,299 582 
Other Liabilities:
Accumulated deferred income taxes, net
Regulatory liabilities27 25 
Other63 71 
Total other liabilities94 101 
Long-Term Debt3,154 3,951 
Commitments and Contingencies (Note 14)
Partners’ Equity:
Series A Preferred Units (14,520,000 issued and outstanding at September 30, 2021 and December 31, 2020)
362 362 
Common Units (435,877,546 issued and outstanding at September 30, 2021 and 435,549,892 issued and outstanding at December 31, 2020)
6,848 6,713 
Accumulated other comprehensive loss(2)(6)
Noncontrolling interest25 26 
Total Partners’ Equity7,233 7,095 
Total Liabilities and Partners’ Equity$11,780 $11,729 
See Notes to the Unaudited Condensed Consolidated Financial Statements
3

Exhibit 99.02
ENABLE MIDSTREAM PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
20212020
(In millions)
Cash Flows from Operating Activities:
Net income (loss)$369 $(14)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization313 314 
Deferred income taxes— 
Impairments of property, plant and equipment and goodwill— 28 
Net loss on sale/retirement of assets17 
Equity in (earnings) losses of equity method affiliate, net(5)211 
Return on investment in equity method affiliate14 
Equity-based compensation12 10 
Amortization of debt costs and discount
Other, net(7)(5)
Changes in other assets and liabilities:
Accounts receivable, net(136)14 
Accounts receivable—affiliated companies13 
Inventory(1)
Gas imbalance assets16 (3)
Other current assets, net(11)— 
Other assets
Accounts payable67 (47)
Accounts payable—affiliated companies— 
Gas imbalance liabilities(5)
Other current liabilities42 (14)
Other liabilities(9)(3)
Net cash provided by operating activities678 543 
Cash Flows from Investing Activities:
Capital expenditures (excluding equity AFUDC)(204)(152)
Proceeds from sale of assets19 
Proceeds from insurance— 
Return of investment in equity method affiliate— 
Other, net
Net cash used in investing activities(198)(120)
Cash Flows from Financing Activities:
Decrease in short-term debt(200)179 
Repayment of long-term debt— (267)
Proceeds from Revolving Credit Facility— 869 
Repayment of Revolving Credit Facility— (869)
Distributions to common unitholders(216)(288)
Distributions to preferred unitholders(26)(27)
Distributions to non-controlling interests(3)(5)
Cash paid for employee equity-based compensation(2)(1)
Net cash used in financing activities(447)(409)
Net Increase in Cash, Cash Equivalents and Restricted Cash33 14 
Cash, Cash Equivalents and Restricted Cash at Beginning of Period
Cash, Cash Equivalents and Restricted Cash at End of Period$36 $18 
See Notes to the Unaudited Condensed Consolidated Financial Statements
4

Exhibit 99.02
ENABLE MIDSTREAM PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY
(Unaudited)
Nine Months Ended September 30, 2021
 Series A
Preferred
Units
Common
Units
Accumulated Other Comprehensive LossNoncontrolling
Interest
Total Partners’
Equity
 UnitsValueUnitsValueValueValueValue
 (In millions)
Balance as of December 31, 202015 $362 435 $6,713 $(6)$26 $7,095 
Net income — — 155 — 165 
Other comprehensive income— — — — — 
Distributions
— (9)— (72)— (1)(82)
Equity-based compensation, net of units for employee taxes
— — — — 
Balance as of March 31, 202115 $362 436 $6,798 $(5)$26 $7,181 
Net income— — 79 — 88 
Other comprehensive income— — — — — 
Distributions
— (8)— (72)— (2)(82)
Equity-based compensation, net of units for employee taxes
— — — — — 
Balance as of June 30, 202115 $362 436 $6,809 $(3)$25 $7,193 
Net income— — 107 — — 116 
Other comprehensive income— — — — — 
Distributions
— (9)— (72)— — (81)
Equity-based compensation, net of units for employee taxes
— — — — — 
Balance as of September 30, 202115 $362 436 $6,848 $(2)$25 $7,233 

Nine Months Ended September 30, 2020
Series A Preferred UnitsCommon UnitsAccumulated Other Comprehensive LossNoncontrolling InterestTotal Partners’ Equity
UnitsValueUnitsValueValueValueValue
(In millions)
Balance as of December 31, 201915 $362 435 $7,013 $(3)$37 $7,409 
Net income (loss)— — 103 — (7)105 
Other comprehensive loss— — — — (6)— (6)
Distributions— (9)— (144)— (3)(156)
Equity-based compensation, net of units for employee taxes
— — — — — 
Impact of adoption of financial instruments-credit losses accounting standard (Note 1)— — — (3)— — (3)
Balance as of March 31, 202015 $362 435 $6,972 $(9)$27 $7,352 
Net income— — 35 — — 44 
Distributions— (9)— (72)— — (81)
Equity-based compensation, net of units for employee taxes
— — — — — 
Balance as of June 30, 202015 $362 435 $6,937 $(9)$27 $7,317 
Net income (loss)— — (173)— (163)
Other comprehensive loss— — — — — 
Distributions— (9)— (72)— (2)(83)
Equity-based compensation, net of units for employee taxes— — — — — 
Balance as of September 30, 202015 $362 435 $6,695 $(7)$26 $7,076 
See Notes to the Unaudited Condensed Consolidated Financial Statements
5

Exhibit 99.02
ENABLE MIDSTREAM PARTNERS, LP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

(1) Summary of Significant Accounting Policies

Organization

Enable Midstream Partners, LP (the Partnership) is a Delaware limited partnership whose assets and operations are organized into two reportable segments: (i) gathering and processing and (ii) transportation and storage. Our gathering and processing segment primarily provides natural gas gathering and processing services to our producer customers and crude oil, condensate and produced water gathering services to our producer and refiner customers. The transportation and storage segment provides interstate and intrastate natural gas pipeline transportation and storage services primarily to our producer, power plant, LDC and industrial end-user customers. Our natural gas gathering and processing assets are primarily located in Oklahoma, Texas, Arkansas and Louisiana and serve natural gas production in the Anadarko, Arkoma and Ark-La-Tex Basins. Crude oil gathering assets are located in Oklahoma and serve crude oil production in the SCOOP and STACK plays of the Anadarko Basin and in North Dakota and serve crude oil production in the Bakken Shale formation of the Williston Basin. The Partnership’s natural gas transportation and storage assets consist primarily of an interstate pipeline system extending from western Oklahoma and the Texas Panhandle to Louisiana, an interstate pipeline system extending from Louisiana to Illinois, an intrastate pipeline system in Oklahoma, and our investment in SESH, a pipeline extending from Louisiana to Alabama.

CenterPoint Energy and OGE Energy each have 50% of the management interests in Enable GP. Enable GP is the general partner of the Partnership and has no other operating activities. Enable GP is governed by a board made up of two representatives designated by each of CenterPoint Energy and OGE Energy, along with the Partnership’s Chief Executive Officer and three independent board members CenterPoint Energy and OGE Energy mutually agreed to appoint. CenterPoint Energy and OGE Energy also own a 40% and 60% interest, respectively, in the incentive distribution rights held by Enable GP.

As of September 30, 2021, CenterPoint Energy held approximately 53.7% or 233,856,623 of the Partnership’s common units, and OGE Energy held approximately 25.5% or 110,982,805 of the Partnership’s common units. Additionally, CenterPoint Energy holds 14,520,000 Series A Preferred 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 on an annual or continuing basis and may not remove Enable GP, its current general partner, 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.

As of September 30, 2021, the Partnership owned a 50% interest in SESH. See Note 8 for further discussion of SESH. For the nine months ended September 30, 2021, the Partnership owned a 50% ownership in Atoka and consolidated Atoka in the accompanying Condensed Consolidated Financial Statements as EOIT acted as the managing member of Atoka and had control over the operations of Atoka. In addition, the Partnership held a 60% interest in ESCP, which is consolidated in the accompanying Condensed Consolidated Financial Statements as EOCS acted as the managing member of ESCP and had control over the operations of ESCP.

Merger Agreement

On February 16, 2021, the Partnership and Energy Transfer entered into a Merger Agreement, whereby the Partnership will be acquired by Energy Transfer in an all-equity transaction, including the assumption of debt and other liabilities. Under the terms of the Merger Agreement, which has been unanimously approved by the Boards of Directors of both companies, Partnership common unitholders will receive 0.8595 of an Energy Transfer common unit for each Partnership common unit. Each of the Partnership’s Series A Preferred Units will be exchanged for 0.0265 Series G preferred units of Energy Transfer. The transaction will also include a $10 million cash payment for the Partnership’s general partner.

Generally, the Merger, including the receipt of equity consideration by common unitholders is expected to be treated as a tax-free transaction subject to certain exceptions as described in a Registration Statement on Form S-4 filed by Energy Transfer. The transaction, which is expected to close in the fourth quarter of 2021, is subject to customary closing conditions. CenterPoint Energy and OGE Energy, who collectively own approximately 79% of the outstanding Partnership common units, delivered their consents to the transaction. The Merger Agreement includes certain customary restrictions on the Partnership until closing of the Merger, such as limitations on distributions, equity issuances, and incurring and prepaying indebtedness. If the Merger does not occur, under certain circumstances, the Partnership may be required to pay Energy Transfer a termination fee of $97.5 million. Until the closing, we must continue to operate the Partnership as a stand-alone company.

6

Exhibit 99.02
Basis of Presentation

The accompanying Condensed 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 Consolidated Financial Statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in our Annual Report.

The Condensed Consolidated Financial Statements and the related notes 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 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, (d) acquisitions and dispositions of businesses, assets and other interests, and (e) the impact of the ongoing COVID-19 pandemic and its economic effects, which have continued to cause significant volatility in natural gas, NGLs and crude oil prices.

For a description of the Partnership’s reportable segments, see Note 16.

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.

Sales and Retirements of Assets

On September 23, 2019, the Partnership entered into an agreement to sell its undivided 1/12th interest in the Bistineau Storage Facility in Louisiana for approximately $19 million. On January 27, 2020, FERC approved the sale. The Partnership closed the sale on April 1, 2020. We did not recognize a gain or loss on this transaction.

In April 2020, we sustained damage to an approximately 100-mile gas gathering system in the Ark-La-Tex Basin of our gathering and processing segment. We have ceased operation of this system and are in the process of retiring it. We recognized a loss on retirement of approximately $20 million during the nine months ended September 30, 2020, which is included in Operation and maintenance expense in the Condensed Consolidated Statements of Income.

Accounts Receivable and Allowance for Doubtful Accounts

The Partnership adopted ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” on January 1, 2020. Upon adoption, the Partnership recognized a $3 million cumulative adjustment to Partners’ Equity and a corresponding adjustment to Allowance for doubtful accounts.

Accounts receivable are recorded at the invoiced amount and do not typically bear interest. The determination of the allowance for doubtful accounts requires management to make estimates and judgments regarding our customers’ ability to pay. The allowance for doubtful accounts is determined based primarily upon the historical loss-rate method established for various pools of accounts receivables with similar levels of credit risk. The historical loss-rates are then adjusted, as necessary, based on current conditions and forecast information that could result in future uncollectable amounts. On an ongoing basis, we evaluate our customers’ financial strength and liquidity based on aging of accounts receivable, payment history, and review of other relevant information, including ratings agency credit ratings and alerts, publicly available reports and news releases, and bank and trade references. It is the policy of management to review the outstanding accounts receivable and other receivable balances within other assets at least quarterly, giving consideration to credit losses, the aging of receivables, specific customer circumstances that may impact their ability to pay the amounts due and current and forecast economic conditions over the assets contractual lives. The following table summarizes the required allowance for doubtful accounts.
7

Exhibit 99.02
September 30, 2021December 31, 2020
(In millions)
Accounts receivable$$
Other current assets
Total Allowance for doubtful accounts$$

Inventory

Natural gas inventory is held, through the transportation and storage segment, to provide operational support for pipeline deliveries and to manage leased intrastate storage capacity. Natural gas liquids inventory is held, through the gathering and processing segment, due to timing differences between the production of certain natural gas liquids and ultimate sale to third parties. Natural gas and natural gas liquids inventory is valued using moving average cost and is subsequently recorded at the lower of cost or net realizable value. The Partnership recorded write-downs to net realizable value related to natural gas and natural gas liquids inventory of zero and $2 million during the three months ended September 30, 2021 and 2020, respectively, and $1 million and $9 million during the nine months ended September 30, 2021 and 2020, respectively.

Impairment of Long-Lived Assets (including Intangible Assets)

The Partnership periodically evaluates long-lived assets, including property, plant and equipment, and specifically identifiable intangibles other than goodwill, when events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. The determination of whether an impairment has occurred is based on an estimate of undiscounted cash flows attributable to the assets, as compared to the carrying value of the assets. For more information, see Note 7.

Impairment of Goodwill

The Partnership assesses its goodwill for impairment annually on October 1st, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. Goodwill is assessed for impairment by comparing the fair value of the reporting unit with its book value, including goodwill. The Partnership utilizes the market or income approaches to estimate the fair value of the reporting unit, also giving consideration to the alternative cost approach. Under the market approach, historical and current year forecasted cash flows are multiplied by a market multiple to determine fair value. Under the income approach, anticipated cash flows over a period of years plus a terminal value are discounted to present value using appropriate discount rates. The resulting fair value of the reporting unit is then compared to the carrying amount of the reporting unit and an impairment charge is recorded to goodwill for the difference. The Partnership performs its goodwill impairment testing at the reporting unit, which is one level below the transportation and storage and gathering and processing reportable segment level. For more information, see Note 7.

Impairment of Investment in Equity Method Affiliate

The Partnership evaluates its Investment in equity method affiliate for impairment when factors indicate that an other than temporary decrease in the value of its investment has occurred and the carrying amount of its investment may not be recoverable. The Partnership utilizes the market or income approaches to estimate the fair value of the investment, also giving consideration to the alternative cost approach. Under the market approach, historical and current year forecasted cash flows are multiplied by a market multiple to determine fair value. Under the income approach, anticipated cash flows over a period of years plus a terminal value are discounted to present value using appropriate discount rates. The resulting fair value of the investment is then compared to the carrying amount of the investment and an impairment charge equal to the difference, is recorded to Equity in earnings (losses) of equity method affiliate, net. Any basis difference between our recognized Investment in equity method affiliate and the underlying financial statements of the affiliate are assigned to the applicable net assets of the affiliate. For more information, see Note 8.


Capitalization of Interest and Allowance for Funds Used During Construction

Capitalized interest represents the approximate net composite interest cost of borrowed funds used for construction of assets other than those assets regulated by FERC. Allowance for funds used during construction (AFUDC) is separated into two components, borrowed funds (debt AFUDC) and equity funds (equity AFUDC). AFUDC is calculated under guidelines prescribed by FERC, and represents the approximate net composite interest cost of borrowed funds and a reasonable return on the equity funds used for construction of FERC regulated assets. Although equity AFUDC increases both utility plant and
8

Exhibit 99.02
earnings, it is realized in cash when the assets are included in rates for entities that apply guidance for accounting for regulated operations. Interest and AFUDC are capitalized as a component of projects under construction and will be amortized over the assets’ estimated useful lives. Capitalized interest and the borrowed funds component of AFUDC are recognized as an offset to Interest expense and the equity funds component of AFUDC is recognized in Other, net on the Condensed Consolidated Statements of Income. The Partnership capitalized interest and combined debt and equity AFUDC of $3 million and $1 million during the three months ended September 30, 2021 and 2020, respectively, and $10 million and $2 million during the nine months ended September 30, 2021 and 2020, respectively.


(2) New Accounting Pronouncements

Reference Rate Reform

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This standard provides optional guidance, for a limited time, to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The standard was effective upon issuance and generally can be applied through December 31, 2022. The Partnership adopted ASU 2020-04 during the year ended December 31, 2020. The implementation had no material impact on the Consolidated Financial Statements and related disclosures.

In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope.” This standard clarifies that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2021-01 also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. ASU 2021-01 was effective upon issuance and generally can be applied through December 31, 2022. The Partnership adopted ASU 2021-01 during the first quarter of 2021. The implementation had no material impact on the Condensed Consolidated Financial Statements and related disclosures.


9

Exhibit 99.02
(3) Revenues

The following tables disaggregate total revenues by major source from contracts with customers and the gain (loss) on derivative activity for the three and nine months ended September 30, 2021 and 2020.
Three Months Ended September 30, 2021
Gathering and
Processing
Transportation
and Storage
EliminationsTotal
(In millions)
Revenues:
Product sales:
Natural gas
$128 $158 $(154)$132 
Natural gas liquids
485 (5)485 
Condensate
34 — — 34 
Total revenues from natural gas, natural gas liquids, and condensate
647 163 (159)651 
Loss on derivative activity
(22)(6)— (28)
Total Product sales$625 $157 $(159)$623 
Service revenues:
Demand revenues
$30 $110 $— $140 
Volume-dependent revenues
184 12 (3)193 
Total Service revenues$214 $122 $(3)$333 
Total Revenues$839 $279 $(162)$956 
Three Months Ended September 30, 2020
Gathering and
Processing
Transportation
and Storage
EliminationsTotal
(In millions)
Revenues:
Product sales:
Natural gas
$58 $77 $(68)$67 
Natural gas liquids
208 (2)208 
Condensate
15 — — 15 
Total revenues from natural gas, natural gas liquids, and condensate
281 79 (70)290 
Loss on derivative activity(10)— — (10)
Total Product sales$271 $79 $(70)$280 
Service revenues:
Demand revenues
$32 $116 $— $148 
Volume-dependent revenues
160 10 (2)168 
Total Service revenues$192 $126 $(2)$316 
Total Revenues$463 $205 $(72)$596 
10

Exhibit 99.02
Nine Months Ended September 30, 2021
Gathering and
Processing
Transportation
and Storage
EliminationsTotal
(In millions)
Revenues:
Product sales:
Natural gas
$331 $621 $(415)$537 
Natural gas liquids
1,143 13 (13)1,143 
Condensate
101 — — 101 
Total revenues from natural gas, natural gas liquids, and condensate
1,575 634 (428)1,781 
Loss on derivative activity(61)(10)— (71)
Total Product sales$1,514 $624 $(428)$1,710 
Service revenues:
Demand revenues
$87 $344 $— $431 
Volume-dependent revenues
535 46 (9)572 
Total Service revenues$622 $390 $(9)$1,003 
Total Revenues$2,136 $1,014 $(437)$2,713 
Nine Months Ended September 30, 2020
Gathering and
Processing
Transportation
and Storage
EliminationsTotal
(In millions)
Revenues:
Product sales:
Natural gas
$161 $207 $(181)$187 
Natural gas liquids
523 (7)523 
Condensate
49 — — 49 
Total revenues from natural gas, natural gas liquids, and condensate
733 214 (188)759 
Gain (loss) on derivative activity(1)— 
Total Product sales$739 $213 $(188)$764 
Service revenues:
Demand revenues
$105 $371 $— $476 
Volume-dependent revenues
487 38 (6)519 
Total Service revenues$592 $409 $(6)$995 
Total Revenues$1,331 $622 $(194)$1,759 

MRT Rate Case Settlements

In June 2018, MRT filed a general NGA rate case (the 2018 Rate Case), and in October 2019, MRT filed a second rate case (the 2019 Rate Case). MRT began collecting the rates proposed in the 2018 Rate Case, subject to refund, on January 1, 2019. On March 26, 2020, FERC issued an order approving settlements filed in the 2018 Rate Case and the 2019 Rate Case. Upon issuance of the order and approval of the settlement of the MRT rate cases, the Partnership recognized $17 million of revenues from amounts previously held in reserve related to transportation and storage services performed in 2019. In May 2020, $21 million previously held in reserve was refunded to customers, which was inclusive of interest.

11

Exhibit 99.02
Accounts Receivable

The following table summarizes the components of accounts receivable, net of allowance for doubtful accounts.
September 30, 2021December 31, 2020
(In millions)
Accounts Receivable:
Customers$385 $245 
Contract assets (1)
12 
Non-customers
Total Accounts Receivable (2)
$393 $263 
____________________
(1)Contract assets reflected in Total Accounts Receivable include accrued minimum volume commitments. Contract assets are primarily attributable to revenues associated with estimated shortfall volumes on certain annual minimum volume commitment arrangements. Total Accounts Receivable does not include contract assets related to firm service transportation contracts with tiered rates of $11 million as of September 30, 2021 and $9 million as of December 31, 2020, which are reflected in Other Assets.
(2)Total Accounts Receivable includes Accounts receivable, net of allowance for doubtful accounts and Accounts receivable—affiliated companies.

Contract Liabilities

Our contract liabilities primarily consist of prepayments received from customers for which the good or service has not yet been provided in connection with the prepayment.

The table below summarizes the change in the contract liabilities.
September 30, 2021December 31, 2020
(In millions)
Deferred revenues, beginning of period (1)
$44 $48 
Amounts recognized in revenues related to the beginning balance(21)(25)
Net additions20 21 
Deferred revenues, end of period (1)
$43 $44 
____________________
(1)Deferred revenues includes deferred revenueaffiliated companies. This amount is included in Other current liabilities and Other long-term liabilities.

The table below summarizes the timing of recognition of these contract liabilities as of September 30, 2021.
20212022202320242025 and After
(In millions)
Deferred revenues (1)
$17 $$$$
____________________
(1)Deferred revenues includes deferred revenueaffiliated companies. This amount is included in Other current liabilities and Other long-term liabilities.

Remaining Performance Obligations

Our remaining performance obligations consist primarily of firm arrangements and minimum volume commitment arrangements. Upon completion of the performance obligations associated with these arrangements, customers are invoiced and revenue is recognized as Service revenues in the Condensed Consolidated Statements of Income.
12

Exhibit 99.02
The table below summarizes the timing of recognition of the remaining performance obligations as of September 30, 2021.
20212022202320242025 and After
(In millions)
Transportation and Storage$114 $422 $364 $270 $1,143 
Gathering and Processing30 122 121 101 213 
Total remaining performance obligations$144 $544 $485 $371 $1,356 


(4) Leases

The table below summarizes the operating leases included in the Condensed Consolidated Balance Sheets.

Balance Sheet LocationSeptember 30, 2021December 31, 2020
  (In millions)
Operating lease assetOther Assets$23 $25 
Total right-of-use assets$23 $25 
Operating lease liabilitiesOther Current Liabilities$$
Operating lease liabilitiesOther Liabilities22 24 
Total lease liabilities$26 $28 

As of September 30, 2021, all lease obligations outstanding were classified as operating leases. Therefore, all cash flows are reflected in Cash Flows from Operating Activities.

The following table presents the Partnership’s rental costs associated with field equipment and buildings.

Three Months Ended September 30,Nine Months Ended
September 30,
2021202020212020
(In millions)
Rental Costs:
Field equipment
$$$$12 
Office space

As of September 30, 2021, the weighted average remaining lease term is 6.1 years and the weighted average discount rate is 5.54%.

The following table presents the Partnership’s lease cost.
Three Months Ended September 30,Nine Months Ended
September 30,
2021202020212020
(In millions)
Lease Cost:
Operating lease cost
$$$$
Short-term lease cost
Variable lease cost
— 
Total Lease Cost
$$$12 $15 

All lease costs were included in the gathering and processing reportable segment during the three and nine months ended September 30, 2021 and 2020.

13

Exhibit 99.02


Under ASC 842, as of September 30, 2021, the Partnership has operating lease obligations expiring at various dates. Undiscounted cash flows for operating lease liabilities are as follows:
Non-cancellable operating leases
(In millions)
Year Ending December 31,
2021 - remainder$
2022
2023
2024
2025
2026
After 2026
Total28 
Less: impact of the applicable discount rate
Total lease liabilities$26 


(5) Earnings Per Limited Partner Unit

The following table illustrates the Partnership’s calculation of earnings per unit for common units.
Three Months Ended September 30,Nine Months Ended
September 30,
2021202020212020
(In millions, except per unit data)
Net income (loss)$116 $(163)$369 $(14)
Net income (loss) attributable to noncontrolling interest— (6)
Series A Preferred Unit distributions26 27 
Net income (loss) available to common units$107 $(173)$341 $(35)
Net income (loss) allocable to common units$107 $(173)$341 $(35)
Dilutive effect of Series A Preferred Unit distributions — 26 — 
Diluted net income (loss) allocable to common units$115 $(173)$367 $(35)
Basic weighted average number of common units outstanding (1)
438 437 438 437 
Dilutive effect of Series A Preferred Units (2)
46 — 46 — 
Dilutive effect of performance units (3)
— — 
Diluted weighted average number of common units outstanding 485 437 485 437 
Basic and diluted earnings (losses) per unit
Basic$0.24 $(0.40)$0.78 $(0.08)
Diluted$0.24 $(0.40)$0.76 $(0.08)
____________________
(1)Basic weighted average number of outstanding common units includes approximately two million time-based phantom units for each of the three months ended September 30, 2021 and 2020, respectively, and two million time-based phantom units for each of the nine months ended September 30, 2021 and 2020, respectively.
(2)For the three and nine months ended September 30, 2020, the issuance of “if converted” common units attributable to the Series A Preferred Units were excluded in the calculation of diluted earnings (loss) per unit as the impact was anti-dilutive.
(3)The contingent effect of the performance unit awards was anti-dilutive for the three and nine months ended September 30, 2020.

14

Exhibit 99.02

(6) Partners’ Equity

The Partnership Agreement requires that, within 60 days after the end of each quarter, the Partnership distribute all of its available cash (as defined in the Partnership Agreement) to unitholders of record on the applicable record date.

The Partnership paid or has authorized payment of the following cash distributions to common unitholders, as applicable, during 2021 and 2020 (in millions, except for per unit amounts):
Three Months EndedRecord DatePayment DatePer Unit DistributionTotal Cash Distribution
September 30, 2021 (1)
November 8, 2021November 17, 2021$0.16525 $72 
June 30, 2021 August 12, 2021August 24, 2021$0.16525 $72 
March 31, 2021May 13, 2021May 25, 2021$0.16525 $72 
December 31, 2020February 22, 2021March 1, 2021$0.16525 $72 
September 30, 2020November 17, 2020November 24, 2020$0.16525 $72 
June 30, 2020 August 18, 2020August 25, 2020$0.16525 $72 
March 31, 2020May 19, 2020May 27, 2020$0.16525 $72 
_____________________
(1)The Board of Directors declared a $0.16525 per common unit cash distribution on October 26, 2021, to be paid on November 17, 2021 to common unitholders of record at the close of business on November 8, 2021.

Holders of the Series A Preferred Units receive a quarterly cash distribution on a non-cumulative basis if and when declared by the General Partner, and subject to certain adjustments, equal to an annual rate of 10% on the stated liquidation preference of $25.00 from the date of original issue, February 18, 2016, to, but not including, the five-year anniversary of the original issue date, February 18, 2021. Thereafter, the holders receive a quarterly cash distribution based on a percentage of the stated liquidation preference equal to the sum of the three-month LIBOR plus 8.5%, which is included for each relevant period in the table below.

The Partnership paid or has authorized payment of the following cash distributions to holders of the Series A Preferred Units during 2021 and 2020 (in millions, except for per unit amounts):
Three Months EndedRecord DatePayment DateDistribution RatePer Unit DistributionTotal Cash Distribution
September 30, 2021 (1)
October 26, 2021November 12, 20218.6449 %$0.5403 $
June 30, 2021 July 30, 2021August 13, 20218.7016 %$0.5439 $
March 31, 2021 (2)
April 26, 2021May 14, 20218.7375 %$0.5873 $
December 31, 2020February 12, 2021February 12, 202110.0 %$0.625 $
September 30, 2020November 3, 2020November 13, 202010.0 %$0.625 $
June 30, 2020August 4, 2020August 14, 202010.0 %$0.625 $
March 31, 2020May 5, 2020May 15, 202010.0 %$0.625 $
_____________________
(1)The Board of Directors declared a $0.5403 per Series A Preferred Unit cash distribution on October 26, 2021, to be paid on November 12, 2021, to Series A Preferred unitholders of record at the close of business on October 26, 2021.
(2)The distribution rate for the three months ended March 31, 2021 reflects 10% through February 18, 2021, and the sum of the three-month LIBOR plus 8.5% for the remaining days in the period.


(7) Impairments of Property, Plant and Equipment and Goodwill

Impairment of Property, Plant and Equipment

The Partnership periodically evaluates property, plant and equipment for impairment when events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. The determination of whether an impairment has occurred is based on an estimate of undiscounted cash flows attributable to the assets, as compared to the carrying value of the assets. Due to decreases in natural gas and NGL market prices during 2020 as a result of the ongoing COVID-19 pandemic and its economic effects, together with the dispute over crude oil production levels between Russia and members of OPEC led by Saudi Arabia, as of March 31, 2020, management reassessed the carrying value of the Atoka assets,
15

Exhibit 99.02
in which the Partnership owns a 50% interest in the consolidated joint venture, which is a component of the gathering and processing segment. Based on forecasted future undiscounted cash flows, management determined that the carrying value of the Atoka assets were not fully recoverable. The Partnership utilized the income approach (generally accepted valuation approach) to estimate the fair value of these assets. The primary inputs were forecasted cash flows and the discount rate. The fair value measurement is based on inputs that are not observable in the market and thus represent Level 3 inputs. Applying a discounted cash flow model to the property, plant and equipment, the Partnership recognized a $16 million impairment, which is included in Impairments of property, plant and equipment and goodwill on the Condensed Consolidated Statements of Income during the nine months ended September 30, 2020.

Impairment of Goodwill

The Partnership tests its goodwill for impairment annually on October 1st, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. Goodwill is assessed for impairment by comparing the fair value of the reporting unit with its book value, including goodwill. During 2020, the commodity price declines due to the existing oversupply of crude oil, NGLs and natural gas were exacerbated by the ongoing COVID-19 pandemic and its economic effects, in addition to the dispute over crude oil production levels between Russia and members of OPEC led by Saudi Arabia in the first quarter. Despite the subsequent agreement in April 2020 by a coalition of nations including Russia and Saudi Arabia to reduce production of crude oil, the price of NGLs and crude oil had remained significantly lower than pre-pandemic levels. Amid such crude oil, NGL and natural gas price declines, producers had been cutting back spending and shifting their focus from emphasizing reserves growth, to increasing net cash flows and reducing outstanding debt, which consequently resulted in a decrease in rig count and in forecasted producer activity in the Ark-La-Tex Basin reporting unit during the first quarter of 2020. At the same time, unit prices and market multiples for midstream companies with gathering and processing operations had dropped to their lowest levels in the last three years. Due to the continuing decrease in forward commodity prices, the reduction in forecasted producer activities, the resulting decrease in our forecasted cash flows and the increase in the weighted average cost of capital, the Partnership determined that the fair value of the goodwill associated with our Ark-La-Tex Basin reporting unit would more likely than not be impaired. As a result, the Partnership performed a quantitative test for our goodwill and determined that the carrying value of the Ark-La-Tex Basin reporting unit exceeded its fair value and that goodwill associated with the Ark-La-Tex Basin was completely impaired in the amount of $12 million. The impairment is included in Impairments of property, plant and equipment and goodwill on the Condensed Consolidated Statements of Income for the nine months ended September 30, 2020. The Partnership had no goodwill recorded as of September 30, 2021 and December 31, 2020.


(8) Investment in Equity Method Affiliate
 
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.
 
SESH is owned 50% by Enbridge, Inc. and 50% by the Partnership. Pursuant to the terms of the SESH LLC Agreement, if, at any time, CenterPoint Energy has a right to receive less than 50% of our distributions through its interest in the Partnership and its economic interest in Enable GP, or does not have the ability to exercise certain control rights, Enbridge, Inc. may, under certain circumstances, have the right to purchase the Partnership’s interest in SESH at fair market value, subject to certain exceptions.

At September 30, 2020, the Partnership estimated the fair value of its investment in SESH was below the carrying value and concluded the decline in value was other than temporary due to the expiration of a transportation contract and the current status of renewal negotiations. As a result, the Partnership recorded a $225 million impairment on its investment in SESH for the three and nine months ended September 30, 2020, which is included in Equity in earnings (losses) of equity method affiliate, net in the Partnership’s Condensed Consolidated Statements of Income. The impairment analysis of the Partnership’s investment in SESH compared the estimated fair value of the investment to its carrying value. The fair value of the investment was determined using multiple valuation methodologies under both the market and income approaches. Due to the significant unobservable estimates and assumptions required, the Partnership concluded that the fair value estimate should be classified as a Level 3 measurement within the fair value hierarchy. The basis difference for our investment in SESH has been assigned to its property, plant and equipment and will be amortized over its approximately 50-year remaining useful life. See Note 1 for further information concerning the method used to evaluate and measure the impairment on the Partnership’s investment in SESH.

The Partnership shares operations of SESH with Enbridge, Inc. under service agreements. The Partnership is responsible for the field operations of SESH. SESH reimburses each party for actual costs incurred, which are billed based upon a combination of direct charges and allocations. The Partnership billed SESH $2 million and $3 million during the three months ended September 30, 2021 and 2020, respectively, and $7 million and $11 million during the nine months ended September 30,
16

Exhibit 99.02
2021 and 2020, respectively, associated with these service agreements.

The Partnership includes equity in earnings (losses) of equity method affiliate, net under the Other Income (Expense) caption in the Condensed Consolidated Statements of Income. The following table presents the amount of Equity in earnings of equity method affiliate recognized, Impairment of equity method affiliate investment and Distributions from equity method affiliate received.
Three Months Ended September 30,Nine Months Ended
September 30,
2021202020212020
(In millions)
Equity in earnings of equity method affiliate$$$$14 
Impairment of equity method affiliate investment— (225)— (225)
Equity in earnings (losses) of equity method affiliate, net$$(222)$$(211)
Distributions from equity method affiliate (1)
23 
___________________
(1)Distributions from equity method affiliate includes a $5 million and $14 million return on investment and a zero and $9 million return of investment for the nine months ended September 30, 2021 and 2020, respectively.

The following table includes the summarized financial information of SESH.
Three Months Ended September 30,Nine Months Ended
September 30,
2021202020212020
(In millions)
Income Statements:
Revenues$20 $24 $51 $79 
Operating income11 14 40 
Net income27 
 

17

Exhibit 99.02
(9) Debt

The following table presents the Partnership’s outstanding debt.
September 30, 2021December 31, 2020
Outstanding Principal
Discount (1)
Total DebtOutstanding Principal
Discount (1)
Total Debt
(In millions)
Commercial Paper$50 $— $50 $250 $— $250 
Revolving Credit Facility— — — — — — 
2019 Term Loan Agreement800 — 800 800 — 800 
2024 Notes600 — 600 600 — 600 
2027 Notes700 (1)699 700 (2)698 
2028 Notes800 (4)796 800 (5)795 
2029 Notes547 (1)546 547 (1)546 
2044 Notes531 — 531 531 — 531 
Total debt$4,028 $(6)$4,022 $4,228 $(8)$4,220 
Less: Short-term debt (2)
50 250 
Less: Current portion of long-term debt (3)
800 — 
Less: Unamortized debt expense (4)
18 19 
Total long-term debt$3,154 $3,951 
____________________
(1)Unamortized discount on long-term debt is amortized over the life of the respective debt.
(2)Short-term debt includes $50 million and $250 million of outstanding commercial paper as of September 30, 2021 and December 31, 2020, respectively.
(3)As of September 30, 2021, Current portion of long-term debt included $800 million outstanding balance of the 2019 Term Loan Agreement.
(4)As of September 30, 2021 and December 31, 2020, there was an additional $2 million and $3 million, respectively, of unamortized debt expense related to the Revolving Credit Facility included in Other assets, not included above.

Commercial Paper

The Partnership has 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. There were $50 million and $250 million outstanding under our commercial paper program at September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021, the weighted average interest rate for the outstanding commercial paper was 0.40%.

Revolving Credit Facility

The Partnership’s Revolving Credit Facility is a $1.75 billion, five-year senior unsecured revolving credit facility, which under certain circumstances may be increased from time to time up to an additional $875 million. The Revolving Credit Facility is scheduled to mature on April 6, 2023, subject to an extension option, which could be exercised two times to extend the term of the Revolving Credit Facility, in each case, for an additional one-year term. As of September 30, 2021, there were no principal advances, $3 million letters of credit outstanding and our available borrowing capacity was approximately $1.5 billion under our Revolving Credit Facility.

The Revolving Credit Facility provides that outstanding borrowings 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 designated credit ratings from S&P, Moody’s and Fitch Ratings. As of September 30, 2021, the applicable margin for LIBOR-based borrowings under the Revolving Credit Facility was 1.50% 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 credit ratings. As of September 30, 2021, the commitment fee under the restated Revolving Credit Facility was 0.20% per annum based on the Partnership’s credit ratings. The commitment fee is recorded as interest expense in the Partnership’s Condensed Consolidated Statements of Income.

18

Exhibit 99.02
2019 Term Loan Agreement

On January 29, 2019, the Partnership entered into an unsecured term loan agreement with Bank of America, N.A., as administrative agent, and the several lenders thereto. As of September 30, 2021, there was $800 million outstanding under the 2019 Term Loan Agreement. The 2019 Term Loan Agreement has a scheduled maturity date of January 29, 2022, but contains an option, which may be exercised up to two times, to extend the maturity date for an additional one-year term. The 2019 Term Loan Agreement provides that outstanding borrowings bear interest at the eurodollar rate and/or an alternate base rate, at the Partnership’s election, plus an applicable margin. The applicable margin is based on the Partnership’s credit ratings. The applicable margin shall equal, (1) in the case of interest rates determined by reference to the eurodollar rate, between 0.75% and 1.50% per annum and (2) in the case of interest rates determined by reference to the alternate base rate, between 0% and 0.50% per annum. As of September 30, 2021, the applicable margin for LIBOR-based advances under the 2019 Term Loan Facility was 1.25% based on the Partnership’s credit ratings. As of September 30, 2021, the weighted average interest rate of the 2019 Term Loan Agreement was 2.06%, including the impact of the associated interest rate derivatives designated as hedging instruments for accounting purposes.

Senior Notes

As of September 30, 2021, the Partnership’s debt included the 2024 Notes, 2027 Notes, 2028 Notes, 2029 Notes and 2044 Notes, which had $6 million of unamortized discount and $18 million of unamortized debt expense at September 30, 2021, resulting in effective interest rates of 4.00%, 4.56%, 5.18%, 4.30% and 5.08%, respectively, during the nine months ended September 30, 2021. In March 2020, the Partnership’s EOIT Senior Notes matured and were paid using proceeds from the Revolving Credit Facility.

During the nine months ended September 30, 2020, the Partnership repurchased $22 million aggregate principal amount of the 2029 Notes and 2044 Notes in open market transactions for approximately $17 million plus accrued interest, which resulted in a $5 million gain on extinguishment of debt. The gain is included in Other, net in the Condensed Consolidated Statements of Income.

As of September 30, 2021, the Partnership was in compliance with all of its debt agreements, including financial covenants.


(10) Derivative Instruments and Hedging Activities
 
The primary risks managed using derivative instruments are commodity price and interest rate risks.

Derivatives Not Designated as Hedging Instruments

Derivative instruments not designated as hedging instruments for accounting purposes are utilized to manage the Partnership’s exposure to commodity price risk. For derivative instruments not designated as hedging instruments, the gain or loss on the derivative is recognized currently in earnings.

19

Exhibit 99.02
Quantitative Disclosures Related to Derivative Instruments Not Designated as Hedging Instruments
 
The following table presents the Partnership’s derivative instruments that were not designated as hedging instruments for accounting purposes.
September 30, 2021December 31, 2020
Gross Notional Volume
PurchasesSalesPurchasesSales
Natural gas— TBtu (1)
Financial fixed futures/swaps— — 18 
Financial basis futures/swaps11 — 27 
Financial swaptions (2)
— — 
Crude oil (for condensate)— MBbl (3)
Financial futures/swaps— 180 — 465 
Financial swaptions (2)
— 60 — 90 
Natural gas liquids— MBbl (4)
Financial futures/swaps30 300 855 1,210 
Financial options— — — 45 
____________________
(1)As of September 30, 2021, 97.6% of the natural gas contracts had durations of one year or less and 2.4% had durations of more than one year and less than two years. As of December 31, 2020, 95.7% of the natural gas contracts had durations of one year or less and 4.3% had durations of more than one year and less than two years.
(2)The notional volume contains a combined derivative instrument consisting of a fixed price swap and a sold option, which gives the counterparties the right, but not the obligation, to increase the notional volume hedged under the fixed price swap until the option expiration date. The notional volume represents the volume prior to option exercise.
(3)As of September 30, 2021, 93.7% of the crude oil (for condensate) contracts had durations of one year or less and 6.3% had durations of more than one year and less than two years. As of December 31, 2020, 100.0% of the crude oil (for condensate) contracts had durations of one year or less.
(4)As of September 30, 2021, 95.5% of the natural gas liquids contracts had durations of one year or less and 4.5% had durations of more than one year and less than two years. As of December 31, 2020, 100.0% of the natural gas liquids contracts had durations of one year or less.

Derivatives Designated as Hedging Instruments

Derivative instruments designated as hedging instruments for accounting purposes are utilized in managing the Partnership’s interest rate risk exposures.

Quantitative Disclosures Related to Derivative Instruments Designated as Hedging Instruments

The following table presents the Partnership’s derivative instruments that were designated as hedging instruments for accounting purposes.
September 30, 2021December 31, 2020
Gross Notional Value
(In millions)
Interest rate swaps$300 $300 


20

Exhibit 99.02
Balance Sheet Presentation Related to Derivative Instruments

The following table presents the fair value of the derivative instruments that are included in the Partnership’s Condensed Consolidated Balance Sheets that were not designated as hedging instruments for accounting purposes.
September 30, 2021December 31, 2020
  Fair Value
InstrumentBalance Sheet LocationAssetsLiabilitiesAssetsLiabilities
  (In millions)
Natural gas
Financial futures/swapsOther Current$— $13 $$
Financial swaptionsOther Current— 12 
Crude oil (for condensate)
Financial futures/swapsOther Current— 13 
Financial swaptionsOther Current— — — 
Financial swaptionsOther— — — — 
Natural gas liquids
Financial futures/swapsOther Current15 
Financial swaptionsOther Current— — — 
Total gross commodity derivatives (1)
$$41 $19 $21 
_____________________
(1)See Note 11 for a reconciliation of the Partnership’s commodity derivatives fair value to the Partnership’s Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020.

The following table presents the fair value of the derivative instruments that are included in the Partnership’s Condensed Consolidated Balance Sheets that were designated as hedging instruments for accounting purposes.
September 30, 2021December 31, 2020
  Fair Value
InstrumentBalance Sheet LocationAssetsLiabilitiesAssetsLiabilities
  (In millions)
Interest rate swaps (1)
Other Current$— $$— $
_____________________
(1)All interest rate derivative instruments that were designated as cash flow hedges are considered Level 2 as of September 30, 2021 and December 31, 2020.


21

Exhibit 99.02
Income Statement Presentation Related to Derivative Instruments
 
The following table presents the effect of derivative instruments on the Partnership’s Condensed Consolidated Statements of Income.
Amounts Recognized in Income
Three Months Ended September 30,Nine Months Ended
September 30,
2021202020212020
(In millions)
Natural gas
Financial futures/swaps losses$(16)$(5)$(29)$(2)
Financial swaptions losses(6)(4)(11)(6)
Physical purchases/sales losses— (1)— — 
Crude oil (for condensate)
Financial futures/swaps gains (losses)(1)— (13)12 
Financial swaptions gains (losses)— — (2)
Natural gas liquids
Financial futures/swaps losses(5)— (16)(1)
Total$(28)$(10)$(71)$

For derivatives not designated as hedges in the tables above, amounts recognized in income for the periods ended September 30, 2021 and 2020, if any, are reported in Product sales.
    
The following table presents the components of gain (loss) on derivative activity in the Partnership’s Condensed Consolidated Statements of Income.
Three Months Ended September 30,Nine Months Ended
September 30,
2021202020212020
 (In millions)
Change in fair value of commodity derivatives$(7)$(15)$(36)$(17)
Realized gains (losses) on commodity derivatives(21)(35)22 
Gains (losses) on commodity derivative activity$(28)$(10)$(71)$

The following table presents the effect of derivative instruments that were designated as hedging instruments on the Partnership’s Condensed Consolidated Statements of Income.

Amounts Recognized in Income
Three Months Ended September 30,Nine Months Ended
September 30,
2021202020212020
(In millions)
Interest rate swaps losses$(1)$(2)$(4)$(3)

Interest rate derivatives designated as hedges are recognized in income once settled. Settlement amounts recognized in income for the periods ended September 30, 2021 and 2020 are reported in Interest expense.

Credit-Risk Related Contingent Features in Derivative Instruments
 
In the event Moody’s or S&P were to lower the Partnership’s senior unsecured debt rating to a below investment grade rating, the Partnership could be required to provide additional credit assurances to third parties, which could include letters of credit or cash collateral to satisfy its obligation under its financial and physical contracts relating to derivative instruments that are in a net liability position. As of September 30, 2021, under these obligations, the Partnership had posted $10 million of cash collateral related to natural gas swaps and swaptions, crude oil swaps and swaptions and NGL swaps and $6 million of additional collateral would be required to be posted by the Partnership in the event of a credit ratings downgrade to a below
22

Exhibit 99.02
investment grade rating. In certain situations where the Partnership’s credit rating is lowered by Moody’s or S&P, the Partnership could be subject to an early termination event related to certain derivative instruments, which could result in a cash settlement of the instruments at market values on the date of such early termination.


(11) 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. 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 three and nine months ended September 30, 2021, there were no transfers between levels. As of September 30, 2021, there were no contracts classified as Level 3.

Estimated Fair Value of Financial Instruments

The fair values of all accounts receivable, notes receivable, accounts payable, commercial paper and other such financial instruments on the Condensed Consolidated Balance Sheets are estimated to be approximately equivalent to their carrying amounts due to their short-term nature and have been excluded from the table below.

The following table summarizes the fair value and carrying amount of the Partnership’s financial instruments.
September 30, 2021December 31, 2020
Carrying AmountFair ValueCarrying AmountFair Value
(In millions)
Debt
Revolving Credit Facility (Level 2) (1)
$— $— $— $— 
2019 Term Loan Agreement (Level 2)800 800 800 800 
2024 Notes (Level 2)600 637 600 612 
2027 Notes (Level 2)699 776 698 709 
2028 Notes (Level 2)796 900 795 817 
2029 Notes (Level 2)546 593 546 544 
2044 Notes (Level 2)531 581 531 499 
____________________
(1)    Borrowing capacity is effectively reduced by our borrowings outstanding under the commercial paper program. $50 million and $250 million of commercial paper was outstanding as of September 30, 2021 and December 31, 2020, respectively.

The fair value of the Partnership’s Revolving Credit Facility, 2019 Term Loan Agreement, 2024 Notes, 2027 Notes, 2028 Notes, 2029 Notes, 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). As of September 30, 2021, no material fair value adjustments or fair value measurements were required for these non-financial assets or liabilities.

Based upon review of forecasted undiscounted cash flows as of September 30, 2021, all of the asset groups were considered recoverable. Based upon review for other than temporary declines in fair value, the investment in equity method affiliate was considered recoverable. Future price declines, throughput declines, contracted capacity declines, cost increases, regulatory or political environment changes and other changes in market conditions, including the supply of and demand for crude oil, NGLs and natural gas as well as the ongoing COVID-19 pandemic and its economic effects, could reduce forecasted undiscounted cash flows for the asset groups and result in other than temporary declines in the fair value of the investment in equity method affiliate.

23

Exhibit 99.02
Contracts with Master Netting Arrangements
 
As of September 30, 2021, the Partnership’s Level 2 interest rate derivatives are recorded as liabilities with no netting adjustments.

The following tables summarize the Partnership’s other assets and liabilities that are measured at fair value on a recurring basis. 
September 30, 2021Commodity Contracts
Gas Imbalances (1)
Assets Liabilities
Assets (2)
Liabilities (3)
(In millions)
Quoted market prices in active market for identical assets (Level 1)$— $11 $— $— 
Significant other observable inputs (Level 2)30 23 26 
Total fair value41 23 26 
Netting adjustments(3)(3)— — 
Total$— $38 $23 $26 
December 31, 2020Commodity Contracts
Gas Imbalances (1)
AssetsLiabilities
Assets (2)
Liabilities (3)
(In millions)
Quoted market prices in active market for identical assets (Level 1)$$14 $— $— 
Significant other observable inputs (Level 2)17 23 16 
Total fair value19 21 23 16 
Netting adjustments(19)(19)— — 
Total$— $$23 $16 
______________________
(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. There were no netting adjustments as of September 30, 2021 and December 31, 2020.
(2)Gas imbalance assets exclude fuel reserves for under retained fuel due from shippers of $3 million and $19 million at September 30, 2021 and December 31, 2020, respectively, which fuel reserves are based on the value of natural gas at the time the imbalance was created, and which are not subject to revaluation at fair market value.
(3)Gas imbalance liabilities exclude fuel reserves for over retained fuel due to shippers of $2 million and $3 million at September 30, 2021 and December 31, 2020, 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.


(12) Supplemental Disclosure of Cash Flow Information

The following table provides information regarding supplemental cash flow information:
 Nine Months Ended September 30,
 20212020
 (In millions)
Supplemental Disclosure of Cash Flow Information:
Cash Payments:
Interest, net of capitalized interest and debt AFUDC$112 $129 
Income taxes, net of refunds(1)
Non-cash transactions:
Accounts payable related to capital expenditures13 
Lease liabilities related to derecognition of right-of-use assets(1)(5)
Impact of adoption of financial instruments-credit losses accounting standard (Note 1)— (3)


24

Exhibit 99.02
(13) Related Party Transactions
 
The Partnership’s revenues from affiliated companies accounted for 5% and 6% of total revenues during the nine months ended September 30, 2021 and 2020, respectively. The following table presents the amounts of revenues from affiliated companies included in the Partnership’s Condensed Consolidated Statements of Income.
 
Three Months Ended September 30,Nine Months Ended
September 30,
2021202020212020
(In millions)
Gas transportation and storage service revenues — CenterPoint Energy
$15 $17 $58 $76 
Natural gas product sales — CenterPoint Energy— — 
Gas transportation and storage service revenues — OGE Energy 10 29 28 
Natural gas product sales — OGE Energy
34 
Total revenues — affiliated companies$26 $30 $126 $114 

The following table presents the amounts of natural gas purchased from affiliated companies included in the Partnership’s Condensed Consolidated Statements of Income.
Three Months Ended September 30,Nine Months Ended
September 30,
2021202020212020
(In millions)
Cost of natural gas purchases — CenterPoint Energy$— $— $— $
Cost of natural gas purchases — OGE Energy13 56 20 
Total cost of natural gas purchases — affiliated companies$13 $$56 $21 

Corporate services and seconded employees

The Partnership receives services and support functions from each of CenterPoint Energy and OGE Energy under services agreements for an initial term that ended on April 30, 2016. The services agreements automatically extend year-to-year at the end of the initial term, unless terminated by the Partnership with at least 90 days’ notice prior to the end of any extension. Additionally, the Partnership may terminate the services 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 2021 are both less than $1 million.

As of September 30, 2021, the Partnership had certain 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 seconded employee costs arising out of OGE Energy’s defined benefit and retiree medical plans is fixed at actual cost subject to an annual cap of $5 million until secondment is terminated.
 
The following table presents the amounts charged to the Partnership by affiliates for seconded employees, included primarily in Operation and maintenance and General and administrative expenses in the Partnership’s Condensed Consolidated Statements of Income.
 
Three Months Ended September 30,Nine Months Ended
September 30,
2021202020212020
(In millions)
Seconded Employee Costs — OGE Energy $$$11 $13 






25

Exhibit 99.02
(14) 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.

On January 1, 2017, the Partnership entered into a 10-year gathering and processing agreement, which became effective on July 1, 2018, with an affiliate of Energy Transfer for deliveries to the Godley Plant in Johnson County, Texas. As of September 30, 2021, the Partnership estimates the remaining associated minimum volume commitment fee to be $153 million. Minimum volume commitment fees are expected to be $4 million for the remainder of 2021, $23 million per year from 2022 through 2027 and $11 million in 2028.

On September 13, 2018, the Partnership executed a precedent agreement for the development of the Gulf Run Pipeline, an interstate natural gas transportation project. On January 30, 2019, a final investment decision was made by Golden Pass LNG, the cornerstone shipper for the liquefied natural gas facility to be served by the Gulf Run Pipeline project. Subject to approval of the project by FERC, the Partnership will be required to construct a large-diameter pipeline from northern Louisiana to Gulf Coast markets. In addition, the Partnership requested approval to transfer existing EGT transportation infrastructure to the Gulf Run Pipeline. The Partnership filed applications with FERC to obtain authorization to construct and operate the pipeline on February 28, 2020. FERC issued the environmental assessment on October 29, 2020. On June 1, 2021, FERC issued the Order Issuing Certificates and Approving Abandonment, which authorizes construction and operation of the Gulf Run Pipeline and transfer of certain existing EGT infrastructure to the Gulf Run Pipeline. On October 19, 2021, FERC issued the Notice to Proceed with Construction. The Partnership estimates the total cost of the Gulf Run Pipeline project would be as much as $540 million, excluding AFUDC. The project is backed by a 20-year firm transportation service agreement. The Gulf Run Pipeline connects natural gas producing regions in the U.S., including the Haynesville, Marcellus, Utica and Barnett shales and the Mid-Continent region. The project is expected to be placed into service in late 2022.


(15) Equity-Based Compensation

The following table summarizes the Partnership’s equity-based compensation expense related to performance units and phantom units for the Partnership’s employees and independent directors.
Three Months Ended September 30,Nine Months Ended
September 30,
2021202020212020
(In millions)
Performance units$$$$
Phantom units
Total compensation expense$$$12 $10 

The following table presents the assumptions related to the performance units granted in 2021.
2021
Number of units granted1,453,897
Fair value of units granted$10.26 
Expected distribution yield12.90 %
Expected price volatility100.00 %
Risk-free interest rate0.27 %
Expected life of units (in years)3

26

Exhibit 99.02
The following table presents the number of phantom units granted and the grant date fair value related to the phantom units granted in 2021.
2021
Phantom Units granted1,371,001 
Fair value of phantom units granted
$5.41 - $6.87

Units Outstanding

A summary of the activity for the Partnership’s performance units and phantom units applicable to the Partnership’s employees at September 30, 2021 and changes during 2021 are shown in the following table.
Performance UnitsPhantom Units
Number
of Units
Weighted Average Grant-Date Fair Value, Per UnitNumber
of Units
Weighted Average Grant-Date Fair Value, Per Unit
(In millions, except unit data)
Units outstanding at December 31, 20201,765,508 $13.10 1,790,845 $10.29 
Granted (1)
1,453,897 10.26 1,371,001 6.86 
Vested (2)
(398,614)17.70 (485,662)13.08 
Forfeited(45,945)9.94 (139,975)8.52 
Units outstanding at September 30, 20212,774,846 $11.00 2,536,209 $7.99 
Aggregate intrinsic value of units outstanding at September 30, 2021$23 $21 
_____________________
(1)Performance units represents the target number of performance units granted. The actual number of performance units earned, if any, is dependent upon performance and may range from 0% to 200% of the target.
(2)Performance units vested as of September 30, 2021 include 398,614 units from the 2018 annual grant, which were approved by the Board of Directors in 2018 and, based on the level of achievement of a performance goal established by the Board of Directors over the performance period of January 1, 2018 through December 31, 2020, no performance units vested.

Unrecognized Compensation Cost

The following table summarizes the Partnership’s unrecognized compensation cost for its non-vested performance units and phantom units, and the weighted-average periods over which the compensation cost is expected to be recognized.
September 30, 2021
Unrecognized Compensation Cost
(In millions)
Weighted Average Period for Recognition
(In years)
Performance Units$16 1.76
Phantom Units10 1.61
Total$26 

As of September 30, 2021, there were 3,151,858 units available for issuance under the long-term incentive plan.



27

Exhibit 99.02
(16) Reportable Segments

The Partnership’s determination of reportable segments considers the strategic operating units under which it manages sales, allocates resources and assesses performance of various products and services to customers in differing regulatory environments. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies excerpt in the Partnership’s audited 2020 Notes to Consolidated Financial Statements included in the Annual Report. The Partnership uses operating income as the measure of profit or loss for its reportable segments.

The Partnership’s assets and operations are organized into two reportable segments: (i) gathering and processing and (ii) transportation and storage. Our gathering and processing segment primarily provides natural gas gathering and processing services to our producer customers and crude oil, condensate and produced water gathering services to our producer and refiner customers. The transportation and storage segment provides interstate and intrastate natural gas pipeline transportation and storage services primarily to our producer, power plant, LDC and industrial end-user customers.


28

Exhibit 99.02
Financial data for reportable segments are as follows:
Three Months Ended September 30, 2021Gathering and
Processing
Transportation (1)
and Storage
EliminationsTotal
 (In millions)
Product sales$625 $157 $(159)$623 
Service revenues214 122 (3)333 
Total Revenues839 279 (162)956 
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately)
571 154 (160)565 
Operation and maintenance, General and administrative
77 43 (1)119 
Depreciation and amortization74 30 — 104 
Taxes other than income tax10 — 16 
Operating income$107 $46 $(1)$152 
Total Assets$10,953 $6,130 $(5,303)$11,780 
Capital expenditures (excluding equity AFUDC)$27 $26 $— $53 
Three Months Ended September 30, 2020Gathering and
Processing
Transportation (1)
and Storage
EliminationsTotal
 (In millions)
Product sales$271 $79 $(70)$280 
Service revenues192 126 (2)316 
Total Revenues463 205 (72)596 
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately)
244 78 (72)250 
Operation and maintenance, General and administrative
77 47 — 124 
Depreciation and amortization75 30 — 105 
Taxes other than income tax10 — 17 
Operating income$57 $43 $— $100 
Total assets as of December 31, 2020$10,830 $5,729 $(4,830)$11,729 
Capital expenditures (excluding equity AFUDC)$21 $29 $— $50 
29

Exhibit 99.02
Nine Months Ended September 30, 2021Gathering and
Processing
Transportation (1)
and Storage
EliminationsTotal
 (In millions)
Product sales$1,514 $624 $(428)$1,710 
Service revenues622 390 (9)1,003 
Total Revenues2,136 1,014 (437)2,713 
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately)
1,406 539 (435)1,510 
Operation and maintenance, General and administrative229 129 (2)356 
Depreciation and amortization222 91 — 313 
Taxes other than income tax32 20 — 52 
Operating income$247 $235 $— $482 
Total Assets$10,953 $6,130 $(5,303)$11,780 
Capital expenditures (excluding equity AFUDC)$68 $136 $— $204 
Nine Months Ended September 30, 2020Gathering and
Processing
Transportation (1)
and Storage
EliminationsTotal
 (In millions)
Product sales$739 $213 $(188)$764 
Service revenues592 409 (6)995 
Total Revenues1,331 622 (194)1,759 
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately)
631 215 (193)653 
Operation and maintenance, General and administrative250 137 (1)386 
Depreciation and amortization223 91 — 314 
Impairments of property, plant and equipment and goodwill28 — — 28 
Taxes other than income tax32 20 — 52 
Operating income$167 $159 $— $326 
Total assets as of December 31, 2020$10,830 $5,729 $(4,830)$11,729 
Capital expenditures (excluding equity AFUDC)$79 $73 $— $152 
_____________________
(1)See Note 8 for discussion regarding ownership interests in SESH and related equity earnings included in the transportation and storage segment for the three and nine months ended September 30, 2021 and 2020.


30