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•	changes in general economic conditions;

•	competitive conditions in our industry;

•	actions taken by our customers and competitors;

•	the supply and 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;

•	strategic decisions by CenterPoint Energy and OGE Energy regarding their ownership of us and Enable GP;

•	operating hazards and other risks incidental to transporting, storing, gathering and processing natural gas, NGLs, crude oil and midstream products;

•	natural disasters, weather-related delays, casualty losses and other matters beyond our control;

•	interest rates;

•	the timing and extent of changes in labor and material prices;

•	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 current or future litigation; and

•	other factors set forth in this report and our other filings with the SEC.

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Capitalize on Organic Growth Opportunities Associated with Our Strategically Located Assets: We own and operate assets servicing four major producing basins in the United States, including some of the most productive shale plays in these basins. We intend to grow our business by utilizing a disciplined approach emphasizing capital efficiency when developing new midstream energy infrastructure projects to support new and existing customers in these areas.

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Maintain Strong Customer Relationships to Attract New Volumes and Expand Beyond Our Existing Asset Footprint and Business Lines: Management believes that we have built a strong and loyal customer base through exemplary customer service and reliable project execution. We have invested in organic growth projects in support of our existing and new customers. We work to maintain and build relationships with key producers and suppliers in an effort to attract new volumes and expansion opportunities.

•	Continue to Minimize Direct Commodity Price Exposure Through Fee-Based Contracts: We continually seek ways to minimize our exposure to commodity price risk. Management believes that focusing on fee-based revenues reduces

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•	Grow Through Accretive Acquisitions: We continually evaluate potential acquisitions of complementary assets with the potential for attractive returns in new and existing operating areas and midstream business lines. We will continue to analyze acquisition opportunities using disciplined financial and operating practices, including evaluating and managing risks to cash available for distribution.

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Anadarko Basin (Oklahoma, Texas Panhandle). We have natural gas gathering and processing operations in those portions of the Anadarko Basin located in Oklahoma and the Texas Panhandle where, as of December 31, 2018, we served over 200 producers. Our operations include gathering and processing natural gas produced from the SCOOP, STACK, Granite Wash, Cleveland, Marmaton, Tonkawa, Cana Woodford and Mississippi Lime plays. The current focus of our Anadarko Basin gathering and processing operations is primarily on rich gas production.

•	Arkoma Basin (Oklahoma, Arkansas). In the Arkoma Basin, our operations primarily serve the Woodford Shale play located in Oklahoma and the Fayetteville Shale play located in Arkansas. Our Arkoma Basin gathering and processing operations serve both rich and lean gas production. As of December 31, 2018, we served more than 80 producers in the Arkoma Basin.

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Ark-La-Tex Basin (Arkansas, Louisiana and Texas). We have gathering and processing operations in the Ark-La-Tex Basin located in Arkansas, Louisiana and Texas. Our Ark-La-Tex gathering and processing operations primarily serve the Haynesville, Cotton Valley and the lower Bossier plays. As of December 31, 2018, we served over 100 producers in the Ark-La-Tex Basin where our gathering and processing operations provide service for both rich and lean gas production.

•	Anadarko Basin (Oklahoma). In the Anadarko Basin, we have operations that are located in Oklahoma. Our operations in the Anadarko Basin include the gathering of crude oil and condensate from producers in the SCOOP and STACK (including the area where the SCOOP and STACK come together known as the Merge play) plays. As of December 31, 2018, we served three producers and one refinery customer.

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•	Williston Basin (North Dakota). In the Williston Basin, we have operations in the Bakken Shale that are located in North Dakota. The focus of our operations in the Williston Basin is the gathering of crude oil and produced water for XTO Energy Inc. (XTO), an affiliate of ExxonMobil Corporation, with pipeline gathering systems in Dunn, McKenzie, Williams and Mountrail Counties of North Dakota.

(1)	Excludes condensate.

(2)	Anadarko Basin processing capacity does not include firm contracted capacity of 400 MMcf/d at Energy Transfer’s Godley plant.

(3)	Ark-La-Tex Basin assets also include 14,500 Bbl/d of fractionation capacity and 6,300 Bbl/d of ethane pipeline capacity, which are not listed in the table.

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(1)	In addition to the processing plants listed above, the Partnership is a party to a 10-year gathering and processing agreement, which became effective on July 1, 2018, and provides for 400 MMcf/d of deliveries to Energy Transfer, LP’s Godley Plant in Johnson County, Texas.

(2)	Excludes condensate.

(3)	Average daily inlet volumes and inlet capacity includes 21 MMcf/d and 25 MMcf/d, respectively, related to a separate cryogenic unit.

(4)	A processing plant has been in operation on the Waskom plant site since 1940. The Waskom plant was upgraded to cryogenic in 1995.

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•	Under a typical fee-based processing arrangement, we process the raw natural gas to extract the NGLs, purchase the NGLs from the producer less a fee, return the processed natural gas to the producer and sell the NGLs for our own account.

•	Under a typical percent-of-liquids processing arrangement, we process the raw natural gas to extract the NGLs, purchase the NGLs from the producer at a discount, return the processed natural gas to the producer and sell the NGLs for our own account.

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•	Under a typical percent-of-proceeds processing arrangement, we process the raw natural gas to extract the NGLs, purchase the NGLs and an agreed upon percentage of the processed natural gas from the producer at a discount, return the remaining processed natural gas to the producer and sell the purchased natural gas and NGLs for our own account.

•	Under a typical keep-whole arrangement, we process raw natural gas to extract the NGLs, return a quantity of the processed natural gas to the producer that is equivalent to the raw natural gas on a Btu basis and retain and sell the NGLs for our own account.

(1)	Represents the percentage of gathering and processing gross margin from gathering contracts with minimum volume commitments that were attributable to shortfall payments.

(2)	Under the Williston Basin contracts, if the customer ships in excess of the minimum volume, this volume commitment could end before the expiration of the contract term.

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(1)	Actual volumes transported per day may be less than total firm contracted capacity based on demand.

(2)	Transportation Firm Contracted Capacity includes contracts with affiliates and our subsidiaries.

(3)	Our EOIT pipeline system is a web-like configuration with multidirectional flow capabilities between numerous receipt and delivery points, which limits our ability to determine an overall system capacity. During the year ended December 31, 2018, the peak daily throughput was 2.6 TBtu/d or, on a volumetric basis, 2.6 Bcf/d.

(4)	SESH has 1.09 Bcf/d of transportation capacity from Perryville, Louisiana to its endpoint in Mobile County, Alabama.

(5)	We own a 50% interest in SESH and as such, do not include certain information regarding its transportation and storage assets in the table set forth above.

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•	rates, terms and conditions of service and service contracts;

•	certification and construction of new facilities or expansion of existing facilities;

•	abandonment of facilities;

•	maintenance of accounts and records;

•	acquisition and disposition of facilities;

•	initiation, extension or abandonment of services;

•	accounting, depreciation and amortization policies;

•	conduct and relationship with certain affiliates;

•	market manipulation in connection with the purchase or sale of natural gas or transportation in interstate commerce; and

•	various other matters.

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•	the overall cost of service, including operating costs and overhead;

•	the allocation of overhead and other administrative and general expenses to the regulated entity;

•	the appropriate capital structure to be utilized in calculating rates;

•	the appropriate rate of return on equity and interest rates on debt;

•	the rate base, including the proper starting rate base;

•	the throughput underlying the rate; and

•	the proper allowance for federal and state income taxes.

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•	the fees and gross margins we realize with respect to the volume of natural gas, NGLs and crude oil that we handle;

•	the prices of, levels of production of, and demand for natural gas, NGLs and crude oil;

•	the volume of natural gas, NGLs and crude oil we gather, compress, treat, dehydrate, process, fractionate, transport and store;

•	the relationship among prices for natural gas, NGLs and crude oil;

•	cash calls and settlements of hedging positions;

•	margin requirements on open price risk management assets and liabilities;

•	the level of competition from other companies offering midstream services;

•	adverse effects of governmental and environmental regulation;

•	the level of our operation and maintenance expenses and general and administrative costs; and

•	prevailing economic conditions.

•	the level and timing of capital expenditures we make;

•	the cost of acquisitions;

•	our debt service requirements and other liabilities;

•	fluctuations in working capital needs;

•	our ability to borrow funds and access capital markets;

•	restrictions contained in our debt agreements;

•	the amount of cash reserves established by our general partner;

•	distributions paid on our Series A Preferred Units; and

•	other business risks affecting our cash levels.

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•	the availability and cost of capital;

•	prevailing and projected commodity prices, including the prices of natural gas, NGLs and crude oil;

•	demand for natural gas, NGLs and crude oil;

•	levels of reserves;

•	geological considerations;

•	environmental or other governmental regulations, including the availability of drilling permits, the regulation of hydraulic fracturing, and the regulation of air emissions; and

•	the availability of drilling rigs and other costs of production and equipment.

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•	our joint venture partners may share certain approval rights over major decisions;

•	our joint venture partners may not pay their share of the joint venture’s obligations, leaving us liable for their shares of joint venture liabilities;

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•	we may be unable to control the amount of cash we will receive from the joint venture;

•	we may incur liabilities as a result of an action taken by our joint venture partners;

•	we may be required to devote significant management time to the requirements of and matters relating to the joint ventures;

•	our insurance policies may not fully cover loss or damage incurred by both us and our joint venture partners in certain circumstances;

•	our joint venture partners may be in a position to take actions contrary to our instructions or requests or contrary to our policies or objectives; and

•	disputes between us and our joint venture partners may result in delays, litigation or operational impasses.

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•	damage to pipelines and plants, related equipment and surrounding properties caused by hurricanes, tornadoes, floods, fires, earthquakes and other natural disasters, acts of terrorism and actions by third parties;

•	inadvertent damage from construction, vehicles and farm and utility equipment;

•	leaks of natural gas, NGLs, crude oil and other hydrocarbons or losses of natural gas, NGLs and crude oil as a result of the malfunction of equipment or facilities;

•	ruptures, fires and explosions; and

•	other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.

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•	acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;

•	acquired businesses or assets could have environmental, permitting or other problems for which contractual protections prove inadequate;

•	we may assume liabilities that were not disclosed to us, that exceed our estimates, or for which our rights to indemnification from the seller are limited;

•	we may be unable to integrate acquired businesses successfully and realize anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems; and

•	acquisitions, or the pursuit of acquisitions, could disrupt our ongoing businesses, distract management, divert resources and make it difficult to maintain our current business standards, controls and procedures.

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•	the ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or the financing may not be available on favorable terms, if at all;

•	a portion of cash flows will be required to make interest payments on the debt, reducing the funds that would otherwise be available for operations, future business opportunities and distributions;

•	our debt level will make us more vulnerable to competitive pressures or a downturn in our business or the economy generally; and

•	our debt level may limit our flexibility in responding to changing business and economic conditions.

•	permit our subsidiaries to incur or guarantee additional debt;

•	incur or permit to exist certain liens on assets;

•	dispose of assets;

•	merge or consolidate with another company or engage in a change of control;

•	enter into transactions with affiliates on non-arm’s length terms; and

•	change the nature of our business.

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•	rates, operating terms, conditions of service and service contracts;

•	certification and construction of new facilities;

•	extension or abandonment of services and facilities or expansion of existing facilities;

•	maintenance of accounts and records;

•	acquisition and disposition of facilities;

•	initiation and discontinuation of services;

•	depreciation and amortization policies;

•	conduct and relationship with certain affiliates;

•	market manipulation in connection with interstate sales, purchases or natural gas transportation; and

•	various other matters.

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•	perform ongoing assessments of pipeline integrity;

•	develop a baseline plan to prioritize the assessment of a covered pipeline segment;

•	identify and characterize applicable threats that could impact a high consequence area;

•	improve data collection, integration, and analysis;

•	repair and remediate pipelines as necessary; and

•	implement preventive and mitigating action.

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Neither the Partnership Agreement nor any other agreement requires CenterPoint Energy or OGE Energy to pursue a business strategy that favors us. The directors and officers of CenterPoint Energy and OGE Energy have a fiduciary duty to make decisions in the best interests of the stockholders of their respective companies, which may be contrary to our interests. CenterPoint Energy and OGE Energy may choose to shift the focus of their investment and growth to areas not served by our assets. In addition, CenterPoint Energy is the holder of our Series A Preferred Units and may favor its interests in voting in favor of actions relating to such units, including voting in favor of making distributions on such Series A Preferred Units even if no distributions are made on the common units.

•	Our general partner is allowed to take into account the interests of parties other than us, such as CenterPoint Energy and OGE Energy, in resolving conflicts of interest.

•	Some of the directors of our general partner are also officers and/or directors of CenterPoint Energy or OGE Energy and will owe fiduciary duties to their respective companies. These individuals may also devote significant time to the business of CenterPoint Energy or OGE Energy, respectively.

•	The Partnership Agreement replaces the fiduciary duties that would otherwise be owed to us by our general partner with contractual standards governing its duties, limits our general partner’s liabilities and restricts the remedies available to our unitholders for actions that, without such limitations, might constitute breaches of fiduciary duty.

•	Except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval.

•	Disputes may arise under our commercial agreements with CenterPoint Energy and OGE Energy.

•	Our general partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership units and the creation, reduction or increase of cash reserves, each of which can affect the amount of distributable cash flow.

•	Our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus, or an expansion or investment capital expenditure, which does not reduce operating surplus. This determination can affect the amount of cash that is distributed to our unitholders.

•	Our general partner determines which costs incurred by it and its affiliates are reimbursable by us.

•	Our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make incentive distributions.

•	The Partnership Agreement permits us to classify up to $300 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions to our general partner in respect of the incentive distribution rights.

•	The Partnership Agreement does not prohibit our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf.

•	Our general partner intends to limit its liability regarding our contractual and other obligations.

•	Our general partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if they own more than 90% of the common units. If our general partner and its affiliates reduce their ownership percentage to below 70% of the outstanding units, the ownership threshold to exercise the call right will be permanently reduced to 80%.

•	Our general partner controls the enforcement of the obligations that it and its affiliates owe to us.

•	Our general partner decides whether to retain separate counsel, accountants or others to perform services for us.

•	Our general partner may transfer its incentive distribution rights without unitholder approval.

•	Our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our general partner’s incentive distribution rights without the approval of the conflicts committee of the Board of Directors or our unitholders. This election may result in lower distributions to our common unitholders in certain situations.

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•	how to allocate corporate opportunities among us and its other affiliates;

•	whether to exercise its limited call right;

•	whether to seek approval of the resolution of a conflict of interest by the conflicts committee of the Board of Directors;

•	whether to elect to reset target distribution levels;

•	whether to transfer the incentive distribution rights to a third party; and

•	whether or not to consent to any merger or consolidation of the Partnership or amendment to the Partnership Agreement.

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whenever our general partner, the Board of Directors or any committee thereof (including the conflicts committee) makes a determination or takes, or declines to take, any other action in their respective capacities, our general partner, the Board of Directors and any committee thereof (including the conflicts committee), as applicable, is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the decision was in the best interests of the Partnership, and, except as specifically provided by our Partnership Agreement, will not be subject to any other or different standard imposed by our Partnership Agreement, Delaware law, or any other law, rule or regulation, or at equity;

•	our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as such decisions are made in good faith;

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our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and

•	our general partner will not be in breach of its obligations under the Partnership Agreement (including any duties to us or our unitholders) if a transaction with an affiliate or the resolution of a conflict of interest is:

•	approved by the conflicts committee of the Board of Directors, although our general partner is not obligated to seek such approval;

•	approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner and its affiliates;

•	determined by the Board of Directors to be on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or

•	determined by the Board of Directors to be fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us.

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•	our existing unitholders’ proportionate ownership interest in us will decrease;

•	the amount of distributable cash flow on each unit may decrease;

•	because the amount payable to holders of incentive distribution rights is based on a percentage of the total distributable cash flow, the distributions to holders of incentive distribution rights will increase even if the per unit distribution on common units remains the same;

•	the ratio of taxable income to distributions may increase;

•	the relative voting strength of each previously outstanding unit may be diminished; and

•	the market price of the common units may decline.

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•	we were conducting business in a state but had not complied with that particular state’s partnership statute; or

•	a unitholder’s right to act with other unitholders to remove or replace our general partner, to approve some amendments to our Partnership Agreement or to take other actions under our Partnership Agreement constitutes “control” of our business.

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(1)	Revenues and Cost of natural gas and natural gas liquids, excluding depreciation and amortization are shown under the guidance of ASC 606 for 2018 and under ASC 605 for 2017 and prior.

(2)	Historical basic and diluted earnings per common limited partner unit reflects the 1 for 1.279082616 reverse unit split effected on March 25, 2014.

(3)

Basic and diluted earnings per subordinated unit reflect net income (loss) attributable to the Partnership for periods subsequent to its IPO, as no subordinated units were outstanding prior to this date. The financial tests required for conversion of all subordinated units were met and the 207,855,430 outstanding subordinated units converted into common units on a one-for-one basis on August 30, 2017.

(4)	Distributions attributable to periods prior to the IPO are in accordance with the First Amended and Restated Agreement of Limited Partnership. Distributions declared per unit prior to the IPO relate to common units, as no subordinated units were outstanding prior to the date of the IPO.

(5)	Distributions attributable to periods subsequent to the IPO are in accordance with the Partnership Agreement. Distributions declared per unit relate to common and subordinated units.

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(1)	See “Reconciliations of Non-GAAP Financial Measures” in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a reconciliation of Gross margin, Adjusted EBITDA and DCF to their most directly comparable financial measure calculated and presented in accordance with GAAP.

(2)	Excludes condensate.

(3)	NGLs sold includes volumes of NGLs withdrawn from inventory or purchased for system balancing purposes.

(4)	Initial operation of our crude oil gathering system began on November 1, 2013.

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(1)	Gross margin is a non-GAAP measure and is defined and reconciled to its most directly comparable financial measures calculated and presented below under the caption Reconciliations of Non-GAAP Financial Measures.

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(1)	Excludes condensate.

(2)	NGLs sold includes volumes of NGLs withdrawn from inventory or purchased for system balancing purposes.

•	revenues from NGL sales increased $459 million resulting from higher average NGL prices, higher processed volumes and increased recoveries of ethane in the Anadarko and Ark-La-Tex Basins, inclusive of a $29 million decrease due to the implementation of ASC 606, and

•	changes in the fair value of natural gas, condensate and NGL derivatives increased $23 million.

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•	revenues from natural gas sales decreased $4 million due to a $44 million decrease related to the implementation of ASC 606, partially offset by a $40 million increase due to higher sales volumes offset by a lower average price.

•	processing service revenues increased $128 million resulting from higher processed volumes primarily under fixed processing arrangements in the Anadarko and Ark-La-Tex Basins, inclusive of a $70 million increase due to the implementation of ASC 606,

•	natural gas gathering revenues increased $37 million due to higher fees and gathered volumes in the Anadarko and Ark-La-Tex Basins, inclusive of a $46 million decrease due to the implementation of ASC 606, and

•	crude oil, condensate and produced water gathering revenues increased $9 million driven by a $5 million increase in the Anadarko Basin due to the acquisition of EOCS and a $4 million increase in the Williston Basin due to higher gathered volumes, partially offset by a reduction in average rates.

•	processing service fees increased $128 million resulting from higher processed volumes primarily under fixed processing arrangements in the Anadarko and Ark-La-Tex Basins, inclusive of a $70 million increase due to the implementation of ASC 606,

•	natural gas gathering fees increased $37 million due to higher fees and gathered volumes in the Anadarko and Ark-La-Tex Basins, inclusive of a $46 million decrease due to the implementation of ASC 606,

•	changes in the fair value of natural gas, condensate and NGL derivatives increased $23 million,

•	revenues from NGL sales less the cost of NGLs increased $10 million inclusive of a $64 million decrease due to the implementation of ASC 606, partially offset by higher average NGL prices and higher processed volumes in the Anadarko and Ark-La-Tex Basins, and

•	crude oil, condensate and produced water gathering revenues increased $9 million driven by a $5 million increase in the Anadarko Basin due to the acquisition of EOCS and a $4 million increase in the Williston Basin due to higher gathered volumes, partially offset by a reduction in average rates.

•	revenues from natural gas sales less the cost of natural gas decreased $11 million primarily due to a $36 million decrease due to lower average prices partially offset by higher sales volumes and a $15 million increase in fuel costs, inclusive of a $40 million increase due to the implementation of ASC 606, and

•	a $4 million decrease in intercompany management fees.

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•	revenues from natural gas sales increased $27 million primarily due to higher volumes, partially offset by lower average prices and inclusive of a $4 million decrease due to the implementation of ASC 606, and

•	revenues from NGL sales increased $3 million due to higher average prices and higher volumes.

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•	other firm transportation and storage services increased $15 million due to new interstate and intrastate transportation contracts, and

•	volume-dependent transportation revenues increased $14 million primarily due to an increase in commodity fees from new contracts and an increase in off-system transportation due to increases in volumes at higher rates.

•	firm transportation services between Carthage, Texas and Perryville, Louisiana decreased $17 million due to contract expirations during 2017.

•	changes in the fair value of natural gas derivatives decreased $26 million, and

•	firm transportation services between Carthage, Texas and Perryville, Louisiana decreased $17 million due to contract expirations during 2017.

•	other firm transportation and storage services increased $15 million due to new interstate and intrastate transportation contracts,

•	volume-dependent transportation increased $14 million primarily due to an increase in commodity fees from new contracts and an increase in off-system transportation due to increases in volumes at higher rates, and

•	system management activities increased $6 million.

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(1)	Other non-cash losses include loss on sale of assets and write-downs of materials and supplies.

(2)

This amount represents the quarterly cash distributions on the Series A Preferred Units declared for the years ended December 31, 2018 and 2017. The year ended December 31, 2016 amount includes the prorated quarterly cash distribution on the Series A Preferred Units declared on April 26, 2016. In accordance with the Partnership Agreement, the Series A Preferred Unit distributions are deemed to have been paid out of available cash with respect to the quarter immediately preceding the quarter in which the distribution is made.

(3)	Distributions for phantom and performance units represent distribution equivalent rights paid in cash. Phantom unit distribution equivalent rights are paid during the vesting period and performance unit distribution equivalent rights are paid at vesting.

(4)	See below for a reconciliation of Adjusted interest expense to Interest expense.

(5)	Represents cash distributions declared for common and subordinated units outstanding as of each respective period.  Amounts for 2018 reflect estimated cash distributions for common units outstanding for the quarter ended December 31, 2018.

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(1)	Other non-cash items includes amortization of debt expense, discount and premium on long-term debt and write-downs of materials and supplies.

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•	cash on hand;

•	cash generated from operations;

•	proceeds from commercial paper issuances and borrowings under our Revolving Credit facility; and

•	capital raised through debt and equity markets.

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•	maintenance capital expenditures, which are cash expenditures (including expenditures for the construction or development of new capital assets or the replacement, improvement or expansion of existing capital assets) made to maintain, over the long-term, our operating capacity or operating income; and

•	expansion capital expenditures, which are cash expenditures incurred for acquisitions or capital improvements that we expect will increase our operating income or operating capacity over the long term.

•	less, the amount of cash reserves established by our general partner to:

•	provide for the proper conduct of our business (including cash reserves for our future capital expenditures, future acquisitions and anticipated future debt service requirements and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings or rate proceedings under applicable law subsequent to that quarter);

•	comply with applicable law, any of our debt instruments or other agreements;

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provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters (provided that our general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent us from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter); or

•	provide funds for distributions on our preferred units;

•	plus, if our general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.

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(1)	The board of directors of Enable GP declared this $0.318 per common unit cash distribution on February 8, 2019, to be paid on February 26, 2019, to unitholders of record at the close of business on February 19, 2019.

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(1)	The board of directors of Enable GP declared a $0.625 per Series A Preferred Unit cash distribution on February 8, 2019, which was paid on February 14, 2019 to Series A Preferred unitholders of record at the close of business on February 8, 2019.

(2)	The prorated quarterly distribution for the Series A Preferred Units is for a partial period beginning on February 18, 2016, and ending on March 31, 2016, which equates to $0.625 per unit on a full-quarter basis or $2.50 per unit on an annualized basis.

(1)	Contractual interest payments associated with long-term debt are $143 million, $250 million, $243 million and $861 million in 2019, 2020 through 2021, 2022 through 2023 and after 2023, respectively.

(2)	Excludes premium (discount) on long-term debt of $1 million.

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•	Under a firm arrangement, a customer agrees to pay a fixed fee for a contractually agreed upon pipeline or storage capacity, which results in performance obligations for each individual period of reservation. Once the services have been completed, or the customer no longer has access to the contracted capacity, revenue is recognized.

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Under a minimum volume commitment arrangement, a customer agrees to pay the contractually agreed upon gathering, compressing and treating fees for a minimum volume of natural gas or crude oil irrespective of whether or not the minimum volume of natural gas or crude oil is delivered, which results in performance obligations for each individual unit of volume. If the actual volumes exceed the minimum volume of natural gas or crude oil, the customer pays the contractually agreed upon gathering, compressing and treating fees for the excess volumes in

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(1)

Contract assets reflected in Total Accounts Receivable include accrued minimum volume commitments. Contract assets decreased $21 million compared to January 1, 2018 due to increased throughput on certain minimum volume commitment arrangements resulting in lower recognized contract assets as of December 31, 2018. Total Accounts Receivable does not include $3 million of contract assets related to firm transportation contracts with tiered rates, which are reflected in Other Assets.

(2)	Total Accounts Receivable includes Accounts receivables, net of allowance for doubtful accounts and Accounts receivable—affiliated companies.

•	Under certain firm arrangements, customers pay their demand fee prior to the month of contracted capacity. These fees are applied to the subsequent month’s activity and are included in other current liabilities on the Consolidated Balance Sheets.

•	Under certain demand and volume dependent arrangements, customers make contributions of aid in construction payments. For payments that are related to contracts under ASC 606, the payment is deferred and amortized over the life of the associated contract and the unamortized balance is included in other current or long-term liabilities on the Consolidated Balance Sheets.

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•

Natural gas and natural gas liquids purchase arrangements - For certain arrangements within our gathering and processing segment, the Partnership purchases and controls the entire hydrocarbon stream at the point of receipt. As of January 1, 2018, these arrangements are considered supplier contracts rather than contracts with customers. Therefore, beginning January 1, 2018, the gathering and processing fees for these arrangements that were previously recognized as Service revenues under ASC 605 are recognized as reductions to Cost of natural gas and natural gas liquids.

•

Percent-of-proceeds and percent-of-liquids processing arrangements - Under percent-of-proceeds and percent-of-liquids arrangements within our gathering and processing segment, the Partnership has previously recognized the value of natural gas and natural gas liquids received in our purchase cost within Cost of natural gas and natural gas liquids. As of January 1, 2018, the Partnership recognizes the value of the natural gas and NGLs received as Service revenues and as an increase to Cost of natural gas and natural gas liquids when the natural gas or NGLs are sold and Product sales are recognized.

•

Keep-whole arrangements - Under keep-whole arrangements within our gathering and processing segment, the Partnership has previously recognized the value of NGLs received in Product sales and the value of the thermally equivalent quantity of natural gas provided in our purchase cost within Cost of natural gas and natural gas liquids. As of January 1, 2018, the Partnership recognizes the value of the NGLs received less the value of the thermally equivalent volume of natural gas provided as Service revenues and as an increase to Cost of natural gas and natural gas liquids when the NGLs are sold and Product sales are recognized.

•

Fixed fuel arrangements - Under certain gathering arrangements within our gathering and processing segment as well as under certain transportation arrangements within our transportation and storage segment we receive a fixed amount of fuel regardless of actual fuel usage. Previously, revenue for fuel in excess of actual usage was recognized when such fuel was received, and additional revenue was recognized when such fuel was sold. As of January 1, 2018, fuel in excess of actual usage is treated as a byproduct obtained through the fulfillment of a contract, and

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•

Natural gas and natural gas liquids sales arrangements - For certain arrangements within our gathering and processing segment, the Partnership sells the entire hydrocarbon stream at the point of delivery to a third-party processing facility. As of January 1, 2018, these arrangements are considered sales once control has transferred to the third-party processing facility. Therefore, beginning January 1, 2018, the costs and fees for these arrangements that were previously recognized as a component of cost of gas and natural gas liquids, are recognized as reductions to the transaction price under ASC 606.

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(1)	Basic weighted average number of outstanding common units for the year ended December 31, 2018 includes approximately one million time-based phantom units.

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(1)	The board of directors of Enable GP declared this $0.318 per common unit cash distribution on February 8, 2019, to be paid on February 26, 2019, to common unitholders of record at the close of business on February 19, 2019.

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(1)	The board of directors of Enable GP declared this $0.625 per Series A Preferred Unit cash distribution on February 8, 2019, which was paid on February 14, 2019 to Series A Preferred unitholders of record at the close of business on February 8, 2019.

(2)	The prorated quarterly distribution for the Series A Preferred Units is for a partial period beginning on February 18, 2016, and ending on March 31, 2016, which equates to $0.625 per unit on a full-quarter basis or $2.50 per unit on an annualized basis.

•	rank senior to the Partnership’s common units with respect to the payment of distributions and distribution of assets upon liquidation, dissolution and winding up;

•	have no stated maturity;

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•	are not subject to any sinking fund; and

•	will remain outstanding indefinitely unless repurchased or redeemed by the Partnership or converted into its common units in connection with a change of control.

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(1)	See Note 4 for discussion of the acquisition of Velocity Holdings, LLC and Align Midstream, LLC during the years ended December 31, 2018 and 2017, respectively.

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(1)	See Note 4 for further discussion.

(1)	Distributions from equity method affiliate includes a $26 million, $28 million and $28 million return on investment and a $7 million, $5 million and $15 million return of investment for the years ended December 31, 2018, 2017 and 2016, respectively.

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(1)	Unamortized premium (discount) on long-term debt is amortized over the life of the respective debt.

(2)	Short-term debt includes $649 million and $405 million of commercial paper outstanding as of December 31, 2018 and 2017, respectively.

(3)	As of December 31, 2018, Current portion of long-term debt includes the $500 million outstanding balance of the 2019 Notes due May 15, 2019. At December 31, 2017, Current portion of long-term debt included the $450 million outstanding balance of the 2015 Term Loan Agreement which the Partnership repaid in May 2018.

(4)	As of December 31, 2018 and 2017, there was an additional $6 million and $3 million, respectively, of unamortized debt expense related to the Revolving Credit Facility included in Other long-term assets, not included above. Unamortized debt expense is amortized over the life of the respective debt.

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•	NGL put options, NGL futures and swaps, and WTI crude oil futures, swaps and swaptions are used to manage the Partnership’s NGL and condensate exposure associated with its processing agreements;

•	natural gas futures and swaps, natural gas options, natural gas swaptions and natural gas commodity purchases and sales are used to manage the Partnership’s natural gas exposure associated with its gathering, processing, transportation and storage assets, contracts and asset management activities.

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(1)

As of December 31, 2018, 74.0% of the natural gas contracts had durations of one year or less, 24.2% had durations of more than one year and less than two years and 1.8% had durations of more than two years. As of December 31, 2017, 67.7% of the natural gas contracts had durations of one year or less, 16.1% had durations of more than one year and less than two years and 16.2% had durations of more than two years.

(2)	As of December 31, 2018, 76.9% of the crude oil (for condensate) contracts had durations of one year or less and 23.1% had durations of more than one year and less than two years. As of December 31, 2017, 100% of the crude oil (for condensate) contracts had durations of one year or less.

(3)	The notional value 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 quantity hedged under the fixed price swap until the option expiration date. The notional volume represents the volume prior to option exercise.

(4)	As of December 31, 2018, 86.1% of the natural gas liquids contracts had durations of one year or less and 13.9% had durations of more than one year and less than two years. As of December 31, 2017, 100% of the natural gas liquid contracts had durations of one year or less.

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(1)	See Note 13 for a reconciliation of the Partnership’s total derivatives fair value to the Partnership’s Consolidated Balance Sheets as of December 31, 2018 and 2017.

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(1)	Borrowing capacity is effectively reduced by our borrowings outstanding under the commercial paper program. $649 million and $405 million of commercial paper was outstanding as of December 31, 2018 and 2017, respectively.

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(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 December 31, 2018 and 2017.

(2)	Gas imbalance assets exclude fuel reserves for under retained fuel due from shippers of $11 million and $10 million at December 31, 2018 and 2017, 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 $5 million and none at December 31, 2018 and 2017, 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.

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(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.

(2)	Performance units vested as of December 31, 2018 include 401,772 units from the annual grant, which were approved by the Board of Directors in 2015 and paid out at 200% of target, or 803,544 units, based on the level of achievement of a performance goal established by the Board of Directors over the performance period.

(3)

Performance units outstanding as of December 31, 2018 include 1,109,676 units from the 2016 annual grant, which were approved by the Board of Directors in 2016. The results of the performance units were certified by the Compensation Committee in February 2019, at a 200% payout based on the level of achievement of a performance goal established by the Board of Directors over a performance period of January 1, 2016 through December 31, 2018. The increase in outstanding units for a payout percentage of an amount other than 100% is not reflected above until the vesting date.

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(1)	Equity in earnings of equity method affiliate is included in Other Income (Expense) on the Consolidated Statements of Income and is not included in the table above. See Note 10 for discussion regarding ownership interest in SESH and related equity earnings included in the transportation and storage segment for the years ended December 31, 2018, 2017 and 2016.

(2)	The Partnership had no external customers accounting for 10% or more of Total revenues in periods shown. See Note 15 for revenues from affiliated companies.

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(1)	See Note 6 for discussion of the conversion of the subordinated units.

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•	possesses appropriate skills and professional experience;

•	has a reputation for integrity and other qualities;

•	possesses expertise, including industry knowledge, determined in the context of the needs of the Board of Directors;

•	has experience in positions with a high degree of responsibility;

•	is a leader in the organizations with which he or she is affiliated;

•	is diverse in terms of geography, gender, ethnicity and age;

•	has the time, energy, interest and willingness to serve as a member of the Board of Directors; and

•	meets such standards of independence and financial knowledge as may be required or desirable.

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(1)	One Leadership Square, 211 North Robinson Avenue, Suite 150, Oklahoma City, Oklahoma 73102

(2)	321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma 73101

(3)	1111 Louisiana Street, Houston, Texas 77002

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(1)

Amounts in this column reflect the aggregate grant date fair value amount of the Partnership equity-based unit awards granted to each named executive officer. The grant date fair value amount of performance unit awards is computed in accordance with FASB ASC Topic 718 based on the probable achievement level of the underlying performance conditions as of the grant date. Please refer to the Grants of Plan-Based Awards table for 2018 and the accompanying footnotes. Assuming achievement of the performance goals at the maximum level, the grant date fair value of the performance units granted in 2018 and included in this column would be $3,318,502 for Mr. Sailor, $1,295,888 for Mr. Laws, $749,524 for Ms. Farmer, $1,057,009 for Mr. C. Harris, and $748,852 for Mr. Schroeder. Assuming achievement of the performance goals at the maximum level, the grant date fair value of the performance units granted in 2017 and included in this column would be $2,969,584 for Mr. Sailor, $1,020,578 for Mr. Laws, $698,191 for Ms. Farmer, $668,129 for Mr. C. Harris, and $696,572 for Mr. Schroeder. Assuming achievement of the performance goals at the maximum level, the grant date fair value of the performance units granted in 2016 and included in this column would be $4,324,134 for Mr. Sailor, $1,324,256 for Mr. Laws, $975,938 for Ms. Farmer, $1,498,802 for Mr. C. Harris, and $975,938 for Mr. Schroeder. The grant date fair value amount of phantom unit awards is computed in accordance with FASB ASC Topic 718. See Note 18 to the financial statements for a discussion of the valuation assumptions used for these awards.

(2)	Amounts in this column reflect amounts earned under the Partnership’s Short-Term Incentive Plan.

(3)	The following table sets forth the elements of All Other Compensation for 2018, 2017 and 2016.

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(4)	Represents salary from hire date on September 6, 2016 to December 31, 2016.

(5)	Amounts include an award of 19,276 phantom units Mr. C. Harris received upon employment with the Partnership, of which 9,638 units vested on September 6, 2017 and 9,638 units vested on September 6, 2018. Awards granted to Mr. C. Harris in 2016 were calculated based on the closing price of the Partnership’s common units, as reported on the NYSE on the grant date.

(6)	None of our named executive officers received perquisites valued in excess of $10,000 in 2018.

(7)	Amounts include $28,000 of travel allowance in 2017 and $14,000 of travel allowance in 2016 for Mr. C. Harris and $1,046 of tax gross up for Mr. Laws in 2016.

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(1)

Amounts in columns (c), (d) and (e) of the Grants of Plan-Based Awards Table for 2018 above represent the threshold, target and maximum amounts that would be payable to named executive officers pursuant to the 2018 annual incentive awards made under the Enable Midstream Partners, LP Short-Term Incentive Plan. The Short-Term Incentive Plan was designed with a funding trigger that requires threshold performance for the plan to payout. If threshold performance is not met, no payments will be made. For each performance measure, established thresholds were set (at which 50% payout would be made), a target level of performance (at which a 100% payout would be made) and a maximum level of performance (at or above which a 150% payout would be made) based on eligible earnings. The award may be increased or decreased at the Compensation Committee’s discretion based on the performance of the named executive officer, but the award may not exceed 200% of the named executive officer’s target. As discussed in the Compensation Discussion and Analysis above, the amount that each executive officer will receive is dependent upon Partnership performance against a distributable cash flow target (50%), operations & maintenance and general & administrative expense (30%) and an aggregate safety target (20%).

(2)

Amounts in columns (f), (g) and (h) above represent awards of performance units under Enable Midstream Partners, LP Long-Term Incentive Plan. All payouts of such performance units will be made in units and any accumulated distribution equivalent rights will be paid in cash to the extent earned. Due to their variable nature, accumulated distribution equivalent rights are not disclosed in the table above. The conditions of the 2018 award provide that the executive officer will receive from 0% to 200% of the performance units awarded depending upon the Partnership’s total unitholder return of a group of 16 peer companies over a performance period from January 1, 2018 through December 31, 2020. Total unit holder return includes both price appreciation and cash distributions over the performance period. Price appreciation is determined by comparing the average closing price of units of the Partnership or any company in the peer group for the 20 trading days preceding the performance period and for the last 20 trading days during the performance period. Cash distributions for the Partnership or any company in the peer group are assumed to have been reinvested in additional units on the date two days prior to the distribution record date. At the end of the performance period, the terms of these performance units provide for payout of 100% of the performance units initially granted if the Partnership’s total unitholder return is at the 50th percentile of the peer group, with higher payouts for performance above the 50th percentile up to 200% of the performance units granted if total unitholder return is at or above the 90th percentile of the peer group. The terms of these performance units provide for payouts of less than 100% of the performance units granted if the Partnership’s total unitholder return is below the 50th percentile of the peer group, with no payout for performance below the 30th percentile.

(3)	Amounts in column (i) above represent the number of phantom unit awards granted to each of our named executive officers under the Enable Midstream Partners, LP Long-Term Incentive Plan.

(4)	Amounts reflect the grant date fair value based on a probable value of these awards or target value, of 100% payout. See Note 18 to the financial statements for further information.

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(1)	This amount represents a time-based phantom unit award under the Enable Midstream Partners Long-Term Incentive Plan scheduled to vest on March 1, 2021. Values were calculated based on a $13.53 closing price of the Partnership’s common units, as reported on the NYSE at December 31, 2018.

(2)	This amount represents a time-based phantom unit award under the Enable Midstream Partners Long-Term Incentive Plan scheduled to vest on March 1, 2020. Values were calculated based on a $13.53 closing price of the Partnership’s common units, as reported on the NYSE at December 31, 2018.

(3)	This amount represents a time-based phantom unit award under the Enable Midstream Partners Long-Term Incentive Plan scheduled to vest on March 1, 2019. Values were calculated based on a $13.53 closing price of the Partnership’s common units, as reported on the NYSE at December 31, 2018.

(4)

This amount represents a performance unit award under the Enable Midstream Partners Long-Term Incentive Plan. The performance cycle began on January 1, 2018 and ends December 31, 2020. The number of units listed reflects the number of units paid at maximum performance. The value of the awards was calculated based on maximum payout of 200% and a $13.53 closing price of the Partnership’s common units, as reported on the NYSE on December 31, 2018. This award will vest on March 1, 2021.

(5)

This amount represents a performance unit award under the Enable Midstream Partners Long-Term Incentive Plan. The performance cycle began on January 1, 2017 and ends December 31, 2019. The number of units listed reflects the number of units paid at maximum performance. The value of the awards was calculated based on maximum payout of 200% and a $13.53 closing price of the Partnership’s common units, as reported on the NYSE on December 31, 2018. This award will vest on March 1, 2020.

(6)

This amount represents a performance unit award under the Enable Midstream Partners Long-Term Incentive Plan. The performance cycle began on January 1, 2016 and ends December 31, 2018. The number of units listed reflects the number of units paid at maximum performance. The value of the awards was calculated based on maximum payout of 200% and a $13.53 closing price of the Partnership’s common units, as reported on the NYSE on December 31, 2018. This award will vest on March 1, 2019.

(7)

This amount represents a performance unit award under the Enable Midstream Partners Long-Term Incentive Plan granted on September 6, 2016. The performance cycle began on January 1, 2016 and ends December 31, 2018. The number of units listed reflects the number of units paid at maximum performance. The value of the awards was calculated based on maximum payout of 200% and a $13.53 closing price of the Partnership's common units, as reported on the NYSE on December 31, 2018. This award will vest on September 6, 2019.

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(1)	The value of the awards was calculated based on the closing price of the Partnership’s common units, as reported on the NYSE on the date of vesting.

(2)	These amounts reflect the payout of performance units granted on June 1, 2015. The units vested on March 1, 2018. Performance was based on the Partnership's total unitholder return over a period of January 1, 2015 to December 31, 2017.

(3)	This amount reflects the distribution of time-based restricted units granted on April 16, 2014 in connection with the IPO. The units vested on April 16, 2018.

(4)	This amount reflects the distribution of time-based phantom units granted on September 6, 2016 as compensation for equity forfeited upon leaving his prior employer. The units vested on September 6, 2018.

(1)	The amounts disclosed in this column also are disclosed in the “All Other Compensation” column of the Summary Compensation Table and are further described in the All Other Compensation Table.

(2)	Represents earnings on invested funds in each Executive’s individual account.

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•	for the President and Chief Executive Officer, a lump-sum cash payment of 2.99 times his annual base salary and short-term incentive plan award target;

•	for each Executive Vice President, a lump-sum cash payment of 2.0 times his or her annual base salary and short-term incentive plan award target; and

•	for any other officer who is not an Executive Vice President, a lump-sum cash payment of 1.5 times his or her annual base salary and short-term incentive plan award target.

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(1)	Reflects the lump-sum cash payment of the change of control benefit, plus any accrued salary and vacation. The change of control benefit for Mr. Sailor reflects 2.99 times his base salary and short-term incentive target; all other named executive officers change of control benefit reflects 2.00 times their base salary and short-term incentive target.

(2)	Reflects the lump-sum cash payment of each named executive officer’s target short-term incentive bonus.

(3)	Reflects the lump-sum cash payment for health and welfare benefit coverage. The benefit for Mr. Sailor reflects the sum of the Employer’s portion of the annual premium for medical, dental and vision times 2.99; all other named executive officers reflects the sum of the Employer’s portion of the annual premium for medical, dental and vision times 2.00.

(4)	Reflects the lump-sum cash payment for outplacement assistance.

(5)

Amounts above include the value of all unvested phantom unit awards and, if applicable, the value of any distribution equivalent rights. All performance unit awards will vest and be paid out as if the applicable performance goals had been satisfied at target levels or actual performance, whichever is greater. The amounts above include the value of all unvested performance unit awards, assuming target level payout and, if applicable, the value of any distribution equivalent rights.

(1)	Reflects the cash payment of 1.0 times his annual base salary of $695,000 and his short-term incentive plan award target of $695,000 as of December 31, 2018.

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(1)	Reflects the aggregate grant date fair value of 2018 unit awards computed in accordance with FASB ASC Topic 718. Awards granted to independent directors vested immediately. See Note 18 to the financial statements for further information.

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*	Less than 1%

(1)	1111 Louisiana Street, Houston, Texas 77002

(2)	321 North Harvey, P.O. Box 321, Oklahoma City, OK 73101

(3)	200 Clarendon Street, 55th Floor Boston, MA 02116

(4)	One Leadership Square, 211 North Robinson Avenue, Suite 150, Oklahoma City, Oklahoma 73102

(5)	910 Louisiana Street, Houston, Texas 77002

(6)

Based on a Schedule 13D/A filed with the SEC pursuant to the Exchange Act on August 31, 2017. The common units reported represent the aggregated beneficial ownership by CenterPoint Energy, together with its wholly owned subsidiaries. CenterPoint Energy may be deemed to have sole voting power with respect to 233,856,623 common units. CenterPoint Energy has no shared voting or dispositive power with respect to any of the common units shown. CenterPoint Energy also holds 14,520,000 Series A Preferred Units.

(7)

Based on a Schedule 13G filed with the SEC pursuant to the Exchange Act on February 11, 2015. The common units reported represent the aggregated beneficial ownership by OGE Energy Corp., together with its wholly owned subsidiaries. OGE Energy Corp. may be deemed to have sole voting power with respect to 110,982,805 common units. OGE Energy Corp. has no shared voting or dispositive power with respect to any of the common units shown.

(8)

Based on a Schedule 13G filed with the SEC pursuant to the Exchange Act on August 8, 2018, 31,238,733 common units are held by Bronco Midstream Infrastructure, LLC. ArcLight Capital Partners, LLC is the investment advisor for, and ArcLight Capital Holdings, LLC is the managing partner of the general partner of each of ArcLight Energy Partners Fund V, L.P., ArcLight Energy Partners Fund IV, L.P. and Bronco Midstream Partners, LP. Bronco Midstream Infrastructure, LLC is an indirect wholly owned subsidiary of Enogex Holdings LLC. ArcLight Capital Partners, LLC has ultimate voting and investment control over the common units held by Bronco Midstream Infrastructure LLC and thus may be deemed to indirectly beneficially own such securities. Due to certain voting rights granted to Mr. Revers as a member of the investment committee of ArcLight Capital Partners, LLC, Mr. Revers may be deemed to indirectly beneficially own the common units attributable to ArcLight Capital Partners, LLC, but disclaims any such ownership except to the extent of his pecuniary interest therein.

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(1)	Our Long-Term Incentive Plan was adopted by our general partner for the benefit of our officers, directors and employees. See Item 11. “Executive Compensation-Compensation Discussion and Analysis.” The plan provides for the issuance of a total of 13,100,000 common units under the plan.

(2)	The number of securities remaining available for future issuance includes 0 restricted units that have been granted under our long-term incentive plan that have not vested.

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•	Such party intends to cease using the midstream operations assets of the business within 12 months of the acquisition of such business; or

•	Such party acquires a business with midstream operations having a value in excess of $50 million (or $100 million in the aggregate with any of such party’s other midstream operations assets), and it offers to us the opportunity to acquire the midstream operations assets of such business.

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1.

Number of Performance Units. You have been granted the target number of Performance Units of [Number of Awards Granted] (“Target Performance Units”), subject to your acceptance of this Award as provided in Section 16 below. Appendix I describes the manner in which the total number of Performance Units (if any) that you earn will be calculated (subject to the vesting requirements described below). The actual number of Performance Units earned under this Award may be more or less depending on the Partnership’s performance as described in this Agreement and Appendix I.

2.	Date of Grant. The grant date of the Performance Units is [Grant Date] (“Date of Grant”).

3.

Vesting and Payment of Award. The Performance Units are subject to a vesting requirement (in addition to the performance requirement described in Appendix I). The Performance Units earned as described in Appendix I shall become vested on the distribution date of the Award following the end of the Performance Period as determined by the Committee (the “Vesting Date”), provided that your Employment continue at all times from the Date of Grant up to and including the Vesting Date. The Vesting Date will be no earlier than January 1st and no later than June 30th, each of the calendar year immediately following the end of the Performance Period. The foregoing notwithstanding, if you have a Qualifying Termination (as defined below) before the Vesting Date, you may vest in all or portion of this Award as described in Section 4. On the Vesting Date you will be paid Units equal to the number of earned Performance Units (and your Performance Units will be cancelled on the Vesting Date), which will be transferred to a third-party non-retirement brokerage account established for you with the Plan Administrator (your “Brokerage Account”). In addition, at the time of such payment in respect of the earned Performance Units, you will also be paid a cash distribution equivalent payment in an amount equal to the product of: (i) the number of Units paid to you; and (ii) the aggregate amount of DERs for the DER Period, without interest.

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4.	Termination of Employment Prior to Vesting Date.

a.	Forfeiture of Performance Units Upon Termination. In the event your Employment is terminated for any reason other than a Qualifying Termination or Retirement prior to the Vesting Date, the Performance Units shall automatically and immediately be forfeited and cancelled on the date of such termination.

b.

Disability or Termination Due To Death. If, prior to Vesting Date, you experience a Disability or a Qualifying Termination as a result of your death, then you will earn your Target Performance Units as of the date of your Qualifying Termination or Disability. Units equal to your Target Performance Units will be paid to you or your beneficiary (and your Performance Units will be cancelled upon such payment date) by transfer to your Brokerage Account, along with a cash payment to you or your beneficiary in the amount of the DERs (as described in Section 3), as soon as practicable following, but in no event more than 30 days after, such termination date or disability date.

c.	Retirement.

i.

If you terminate your Employment due to your Retirement prior to the end of the Performance Period, then you will earn a pro rata number of the Performance Units as provided in Appendix I and the resulting Units will be paid to you (and the Performance Units will be cancelled) as otherwise provided in Section 3. The number of Performance Units that you will earn will be determined by multiplying the full number of Performance Units as provided in Appendix I by a fraction, the numerator of which is the number of calendar days during the period beginning on the first day of the Performance Period and ending on the date of your Retirement and the denominator of which is the number of calendar days during the Performance Period (rounded up to the next whole number).

ii.	If you terminate your Employment due to your Retirement after the end of the Performance Period but prior to the Vesting Date, then you will earn the Performance Units as provided in Appendix I and the resulting Units will be paid to you (and the Performance Units will be cancelled) as otherwise provided in Section 3.

5.

Change of Control Event. If a Change in Control (as defined in the Plan) occurs prior to the end of the Performance Period and (i) your Employment has not terminated as of the Vesting Date or (ii) you experience a Qualifying Termination other than due to death before the Vesting Date, then you will earn Performance Units equal to the greater of: (1) your Target Performance Units or (2) the number of Performance Units earned as provided in Appendix I and the resulting Units will be paid to you (and the Performance Units will be cancelled) as provided in Section 3.

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6.	Definitions. As used in this Agreement, the following capitalized terms have the following meanings:

a.	“Cause” means the occurrence of any of the following events:

(i)

the commission by you of a material act or willful misconduct that is materially detrimental to the Partnership or any Affiliate including, but not limited to, the willful violation of any material law, rule, regulation of a government entity or cease and desist order applicable to you, the Partnership, or any Affiliate (other than a law, rule or regulation relating to a minor traffic violation or similar offense), or an act which constitutes a breach by you of a fiduciary duty owed to the Partnership or any Affiliate;

(ii)

the commission by you of an act of dishonesty relating to the performance of your duties, habitual unexcused absence(s) from work, willful failure to perform duties in any material respect (other than any such failure resulting from your incapacity due to physical or mental illness or Disability), or gross negligence in the performance of duties resulting in material damage or injury to the Partnership or any Affiliate, its reputation or goodwill; or

(iii)	any felony conviction of you or any conviction of you involving dishonesty, fraud or breach of trust (other than for a minor traffic violation or similar offense).

b.	“DER Period” means the distributions paid per Unit to the Partnership’s unitholders on Units during the period beginning on the Date of Grant and ending on the Vesting Date.

c.	“Disability” means you are receiving long term disability benefits under a long term disability plan of the Partnership, the Company or their Affiliates; provided such Disability qualifies as a “disability” under Code Section 409A and such Disability occurs during your Employment.

d.	“Employment” means an Employee’s direct employment by the Company, the Partnership or a wholly-owned subsidiary of the Partnership.

e.	“Good Reason” means you terminate your Employment during the two (2)-year period following a Change in Control due to one or more of the following conditions (each an “Event”) arising without your consent:

(i)	a material reduction in your authority, duties or responsibilities in effect on the date of the Change in Control;

(ii)	a decrease in your base salary in effect on the date of the Change in Control by more than ten percent (10%);

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(iii)	a decrease in your target bonus opportunity by more than ten percent (10%) as compared to your target bonus opportunity under the Enable Midstream Partners, LP Short Term Incentive Plan in effect on the date of the Change in Control;

(iv)	a decrease in your target long term incentive compensation opportunity by more than ten percent (10%) as compared to your target long term incentive compensation opportunity under the Plan in effect on the date of the Change in Control;

(v)	a relocation of your principal office by more than fifty (50) miles away from the location of your principal office on the date of the Change in Control; or

(vi)	any other action or inaction that constitutes a material breach by the Partnership or the Company of any written agreement under which you provide Employment services.

(x)	you provide written notice to the Chief Executive Officer or Board of Directors of the Event that you believe constitutes “Good Reason” within ninety (90) days of the occurrence of such Event (“Good Reason Notice”);

(y)	after receipt of the Good Reason Notice, the Partnership or Company is provided at least thirty (30) days to cure, correct, or mitigate the Event (the “Cure Period”); and

(z)	no later than ten (10) days after the end of Cure Period or, if earlier, the date the Partnership or Company provided you notice that it will not that it will not cure, correct, or mitigate the Event, you terminate your Employment.

f.	“Performance Period” means the multi-year period set forth in Appendix I.

g.	“Qualifying Termination” means your Employment is terminated:

(i)	due to your death;

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(ii)	by the Partnership or the Company, as applicable, during the two (2)-year period following a Change in Control for any reason other than for Cause; or

(iii)	by you for Good Reason.

h.	“Retirement” means your Employment is terminated (i) on or after reaching age sixty (60) and (ii) having attained ten (10) or more years of Credited Service during your Employment. For purposes of this Agreement, “Credited Service” means your continuous years of service as recognized by the Company for the purposes of this Award.

i.	“Target Performance Units” means the number of Performance Units granted to you as of the Grant Date, with an equal number of Units to be awarded to you on the Vesting Date if the Company attains an Achievement Percentage of 100% and you satisfy the other vesting and eligibility requirements of this Agreement.

7.

Non-Transferability. None of the Performance Units granted under this Award are transferable (by operation of law or otherwise) by you. If, in the event of your divorce, legal separation or other dissolution of your marriage, your former spouse is awarded ownership of, or an interest in, all or part of the Performance Units granted under this Award that have not yet vested, such award to your former spouse shall automatically and immediately be forfeited and cancelled.

8.

Beneficiaries. Units earned in respect of your Performance Units as a result of your death will be transferred to your Brokerage Account. Such Units held within your Brokerage Account, along with the cash payment for the related DERs, will be distributed to named beneficiaries registered with the Plan Administrator. If you have not named a beneficiary, such Units and cash payment for the related DERs will be distributed to your estate.

9.	Unitholder Rights. You shall have no rights as a unitholder of the Partnership based on your Performance Units.

10.	No Right to Continued Employment. Nothing in this Agreement or in the Plan guarantees your continued Employment or restricts the Partnership or the Company from terminating your Employment at any time.

11.

Withholding of Taxes. No issuance of Units shall occur or be made pursuant to this Agreement until you have paid or made arrangements approved by the Committee to satisfy all your federal, state and other governmental withholding tax obligations. For purposes of this Section, unless you make other arrangements or are subsequently notified to the contrary, the Partnership or applicable Affiliate will satisfy your obligations with respect to any applicable minimum required tax withholding by withholding a number of the Units having a then-fair-market value equal to such tax withholding obligations.

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12.

Entire Agreement. This Agreement constitutes the entire agreement of you and the Partnership with regard to this Award and contains all the covenants, promises, representations, warranties and agreements between you and Partnership with respect to the Performance Units granted herein. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among you, the Partnership and the Company relating to this Award are hereby null and void and of no further force and effect.

13.	Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of laws principles thereof.

14.

Non-issuance of Units if Violation of Law or Policy. Notwithstanding any other provision of this Agreement, the Partnership shall not be obligated to deliver to you any Units if counsel to the Partnership determines such delivery would violate any law or regulation of any governmental authority or agreement between the Partnership and any national securities exchange upon which the Units are listed or any policy of the Partnership or any Affiliate.

15.

Incorporation of the Plan. The Performance Units issued pursuant to this Agreement are subject to the terms of the Plan, which is hereby incorporated by reference as if set forth in its entirety herein, including, without limitation, the ability of the Partnership as provided in the Plan, in its discretion, to amend this Agreement without your approval. In the event of a conflict between the terms of this Agreement and the Plan, the Plan shall be the controlling document.

16.	Clawback Right. Notwithstanding any other provisions in the Plan or this Agreement, you agree and acknowledge that this Award shall be subject to recovery or clawback by the Company or Partnership under any clawback policy from time to time adopted by the Committee whether before or after the Date of Grant.

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a.	“Achievement Percentage” means the percentage of Target Performance Units earned as determined by the Committee after the end of the Performance Period that reflects the extent to which the Company achieved the Performance Measure during the Performance Period.

b.	“Peer Group” means the entities as selected by the Committee or the Board for this Award, such entities may be changes by the Committee or the Board from time to time without notice to you.

c.	“Performance Measure” means the Partnership’s TUR performance ranking for the Performance Period expressed in terms of the Partnership’s percentile position among the Peer Group when ranked by TUR for the Performance Period.

d.	“Performance Period” means the three-year period commencing on January 1, 2018 and ending on December 31, 2020.

e.

“TUR” means total unitholder return for the Partnership and the Peer Group, which shall include both price appreciation (depreciation) and cash distributions (assuming that cash distributions are reinvested in additional units on the ex-dividend date), over the Performance Period. For purposes of the calculation of TUR, the unit price of the Partnership or any company in the Peer Group shall be based on an average of such unit price at the close of trading for the twenty (20) trading days immediately

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1.	Number of Phantom Units. You have been granted [Number of Awards Granted] Phantom Units, subject to your acceptance of this Award as provided in Section 15 below.

2.	Date of Grant. The grant date of the Phantom Units is [Grant Date] (“Date of Grant”).

3.	Vesting and Payment of Award.

(a)

Except as otherwise provided in Section 3(b) or Section 4, the Phantom Units shall become vested on the third anniversary of the Date of Grant or such earlier date as may be determined by the Committee, provided that your Employment continues at all times from the Date of Grant up to and including the Vesting Date. The foregoing notwithstanding, if you have a Qualifying Termination (as defined below), you may vest in all or portion of this Award as described in Section 4(b).

(b)

If you are Retirement Eligible on the Date of Grant, or if you will become Retirement Eligible prior to the third anniversary of the Date of Grant, then on each of the first, second and third anniversary of the Date of Grant, 1/3 of the Phantom Units subject to this Agreement shall vest, provided that your Employment continues at all times from the Date of Grant up to and including each Vesting Date. The foregoing notwithstanding, if you have a Qualifying Termination (as defined below), you may vest in all or portion of this Award as described in Section 4(b).

(c)

On each Vesting Date you will be entitled to Units equal to the number of vested Phantom Units (and your vested Phantom Units will be cancelled on the Vesting Date), which will be transferred to a third-party non-retirement brokerage account established for you with the Plan Administrator (your “Brokerage Account”) as soon as administratively practicable following the Vesting Date, but in no event later than 30 days after each Vesting Date (subject to withholding as referenced in Section 10).

(d)	Each Phantom Unit granted hereunder is granted in tandem with a corresponding DER, which DER shall remain outstanding from the Date of Grant until the Phantom

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4.	Termination of Employment Prior to Vesting Date.

(a)	In the event your Employment is terminated for any reason other than a Qualifying Termination prior to any Vesting Date, any unvested Phantom Units shall automatically and immediately be forfeited and cancelled on the date of such termination.

(b)

If you experience a Qualifying Termination prior to any Vesting Date, then your unvested Phantom Units will immediately vest as of the date of your Qualifying Termination. Except as provided in Section 4(c) below, the Units equal to your Phantom Units will be paid to you or your beneficiary (and your Phantom Units will be cancelled upon such payment date) by transfer to your Brokerage Account, as soon as practicable following, but in no event more than 30 days after, such termination date.

(c)

The Phantom Units granted pursuant to this Agreement are intended to comply with or be exempt from Section 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. The foregoing to the contrary notwithstanding, if your Award is considered deferred compensation under Section 409A of the Code and as of the date of your Qualifying Termination (other than due to death) you are a “specified employee” (within the meaning of Section 409A of the Code) as determined by the Partnership, then payment of the Units earned by you due to your Qualifying Termination (other than due to death) will be paid to you on the earlier of (1) the date that is six months and two days following the date of your Qualifying Termination (other than due to death) or (2) the date of your death.

5.	Definitions. As used in this Agreement, the following capitalized terms have the following meanings:

(a)	“Cause” means the occurrence of any of the following events:

(i)	the commission by you of a material act or willful misconduct that is materially detrimental to the Partnership or any Affiliate including, but not limited to, the willful violation of any material law, rule, regulation of a government entity or cease and desist order applicable to you, the Partnership, or any Affiliate (other than a law, rule or regulation relating to a minor traffic

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(ii)

the commission by you of an act of dishonesty relating to the performance of your duties, habitual unexcused absence(s) from work, willful failure to perform duties in any material respect (other than any such failure resulting from your incapacity due to physical or mental illness or Disability), or gross negligence in the performance of duties resulting in material damage or injury to the Partnership or any Affiliate, its reputation or goodwill; or

(iii)	any felony conviction of you or any conviction of you involving dishonesty, fraud or breach of trust (other than for a minor traffic violation or similar offense).

(b)	“Credited Service” means your continuous years of service as recognized by the Company for the purposes of this Award.

(c)	“Disability” means you are receiving long term disability benefits under a long term disability plan of the Partnership, the Company or their Affiliates.

(d)	“Employment” means an Employee’s direct employment by the Company, the Partnership or a wholly-owned subsidiary of the Partnership.

(e)	“Good Reason” means you terminate your Employment during the two (2)-year period following a Change in Control due to one or more of the following conditions (each an “Event”) arising without your consent:

(i)	a material reduction in your authority, duties or responsibilities in effect on the date of the Change in Control;

(ii)	a decrease in your base salary in effect on the date of the Change in Control by more than ten percent (10%);

(iii)	a decrease in your target bonus opportunity by more than ten percent (10%) as compared to your target bonus opportunity under the Enable Midstream Partners, LP Short Term Incentive Plan in effect on the date of the Change in Control;

(iv)	a decrease in your target long term incentive compensation opportunity by more than ten percent (10%) as compared to your target long term incentive compensation opportunity under the Plan in effect on the date of the Change in Control;

(v)	a relocation of your principal office by more than fifty (50) miles away from the location of your principal office on the date of the Change in Control; or

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(vi)	any other action or inaction that constitutes a material breach by the Partnership or the Company of any written agreement under which you provide Employment services.

(x)	you provide written notice to the Chief Executive Officer or Board of Directors of the Event that you believe constitutes “Good Reason” within ninety (90) days of the occurrence of such Event (“Good Reason Notice”);

(y)	after receipt of the Good Reason Notice, the Partnership or Company is provided at least thirty (30) days to cure, correct, or mitigate the Event (the “Cure Period”); and

(z)	no later than ten (10) days after the end of Cure Period or, if earlier, the date the Partnership or Company provided you notice that it will not that it will not cure, correct, or mitigate the Event, you terminate your Employment.

(f)	“Qualifying Termination” means your Employment is terminated:

(i)	due to your death;

(ii)	due to your Disability;

(iii)	by the Partnership or the Company, as applicable, during the two (2)-year period following a Change in Control for any reason other than for Cause; or

(iv)	by you for Good Reason.

(g)	“Retirement Eligible” means (i) reaching age sixty (60) and (ii) having attained ten (10) or more years of Credited Service during your Employment.

(h)	“Vesting Date” means the date on which all or any portion of this Award is eligible to vest under Section 3(a) or 3(b).

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6.

Non-Transferability. None of the Phantom Units granted under this Award are transferable (by operation of law or otherwise) by you. If, in the event of your divorce, legal separation or other dissolution of your marriage, your former spouse is awarded ownership of, or an interest in, all or part of the Phantom Units granted under this Award that have not yet vested, such award to your former spouse shall automatically and immediately be forfeited and cancelled.

7.	Beneficiaries. Units earned in respect of your Phantom Units that vest as a result of your death will be transferred to your Brokerage Account. Such Units held within your Brokerage Account will be distributed to named beneficiaries registered with the Plan Administrator. If you have not named a beneficiary, such Units will be distributed to your estate.

8.	Unitholder Rights. You shall have no rights as a unitholder of the Partnership based on your Phantom Units.

9.	No Right to Continued Employment. Nothing in this Agreement or in the Plan guarantees your continued Employment or restricts the Partnership or the Company from terminating your Employment at any time.

10.

Withholding of Taxes. No issuance of Units shall occur or be made pursuant to this Agreement until you have paid or made arrangements approved by the Committee to satisfy all your federal, state and other governmental withholding tax obligations. For purposes of this Section, unless you make other arrangements or are subsequently notified to the contrary, the Partnership or applicable Affiliate will satisfy your obligations with respect to any applicable minimum required tax withholding by withholding a number of Units having a then-fair-market value equal to such tax withholding obligations.

11.

Entire Agreement. This Agreement constitutes the entire agreement of you and the Partnership with regard to this Award and contains all the covenants, promises, representations, warranties and agreements between you and Partnership with respect to the Phantom Units granted herein. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among you, the Partnership and the Company relating to this Award are hereby null and void and of no further force and effect.

12.	Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of laws principles thereof.

13.

Non-issuance of Units if Violation of Law or Policy. Notwithstanding any other provision of this Agreement, the Partnership shall not be obligated to deliver to you any Units if counsel to the Partnership determines such delivery would violate any law or regulation of any governmental authority or agreement between the Partnership and any national securities exchange upon which the Units are listed or any policy of the Partnership or any Affiliate.

14.	Incorporation of the Plan. The Phantom Units issued pursuant to this Agreement are subject to the terms of the Plan, which is hereby incorporated by reference as if set forth in its entirety herein, including, without limitation, the ability of the Partnership as provided in the Plan,

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15.	Clawback Right. Notwithstanding any other provisions in the Plan or this Agreement, you agree and acknowledge that this Award shall be subject to recovery or clawback by the Company or Partnership under any clawback policy from time to time adopted by the Committee whether before or after the Date of Grant.

16.

Acceptance of Award. If you agree with the terms and conditions of this Award and desire to accept it, you must indicate your acceptance on your online award acceptance page on the Plan Administrator’s website, by selecting “Accept Grant” and following the website prompts until you reach the “Confirmation” page. To decline this Award, contact the Company’s Human Resources department. If within 180 days of the Date of Grant you do not accept or decline this Award as described in this Section, this Award will be deemed to be accepted. By accepting this Award you acknowledge receipt of a copy of the Plan and prospectus, which are available on the Plan Administrator’s website, and represent that you are familiar with the terms and provisions of the Plan and this Agreement and agree to be bound thereby. You further agree to accept as binding, conclusive and final all decisions or interpretations of the Committee with respect to any questions arising under the Plan and this Agreement.

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.