false0001591763 0001591763 2019-11-06 2019-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 _______________________________________

FORM 8-K

 _______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2019

 _______________________________________

ENABLE MIDSTREAM PARTNERS, LP

(Exact name of registrant as specified in its charter) 

 _______________________________________

Delaware			1-36413		72-1252419
(State or other jurisdiction of incorporation)			(Commission File Number)		(IRS Employer Identification No.)
499 West Sheridan Avenue,	Suite 1500
Oklahoma City,	Oklahoma				73102
(Address of principal executive offices)					(Zip Code)
Registrant's telephone number, including area code:

 (405) 525-7788

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Units Representing Limited Partner Interests			ENBL			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

---

Item 2.02     Results of Operations and Financial Condition.

On November 6, 2019, Enable Midstream Partners, LP (“Enable”) reported third quarter 2019 earnings. For additional information regarding Enable’s third quarter 2019 earnings, please refer to Enable’s press release attached to this report as Exhibit 99.1 (the “Press Release”), which Press Release is incorporated by reference herein. The information in the Press Release is being furnished, not filed, pursuant to Item 2.02. Accordingly, the information in the Press Release will not be incorporated by reference into any registration statement filed by Enable under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01     Financial Statements and Exhibits.

 

The exhibit listed below is furnished pursuant to Item 2.02 of this Form 8-K.

(d) Exhibits
Exhibit Number		Description
99.1		Press release issued by Enable Midstream Partners, LP dated November 6, 2019.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Enable Midstream Partners, LP
By:	Enable GP, LLC,
	its general partner
By:	/s/ Tom Levescy
	Tom Levescy
	Senior Vice President, Chief Accounting Officer and Controller

Date: November 6, 2019

 

•	Increased natural gas transported volumes, interstate natural gas firm contracted capacity and crude oil and condensate gathered volumes for third quarter 2019 compared to third quarter 2018

•	Achieved record quarterly Williston Basin crude oil gathered volumes

•	Made significant progress in settlement discussions with key customers in the Enable Mississippi River Transmission, LLC (MRT) rate case

•	Contracted or extended over 575,000 dekatherms per day (Dth/d) of transportation capacity during third quarter 2019 and signed a precedent agreement in October 2019 for the Merge, Arkoma, SCOOP and STACK (MASS) natural gas transportation project

•	Declared a quarterly cash distribution of $0.3305 per unit on all outstanding common units and $0.625 on all outstanding Series A Preferred Units

---

---

---

•	a decrease in revenues from natural gas liquids (NGLs) sales primarily due to lower sales volumes from lower recoveries of ethane, a decrease in the average realized sales price from lower average market prices for all NGL products as well as a decrease in revenues from natural gas sales due to lower average natural gas sales prices and lower sales volumes and

•	a decrease in processing service revenues resulting from lower consideration received from percent-of-proceeds, percent-of-liquids and keep-whole processing arrangements due to a decrease in the average realized price.

•	an increase in realized gains on natural gas, condensate and NGL derivatives and changes in the fair value of natural gas, condensate and NGL derivatives and

•	an increase in revenues from crude oil, condensate and produced water gathering revenues primarily due to the November 2018 acquisition of EOCS and an increase in volumes in the Williston Basin, partially offset by lower average rates.

•	a decrease in revenues from natural gas sales primarily due to lower sales volumes and lower average sales prices.

•	an increase in revenues from firm transportation and storage services due to new intrastate and interstate transportation contracts.

•	an increase in realized gains on natural gas, condensate and NGL derivatives and changes in the fair value of natural gas, condensate and NGL derivatives and

•	an increase in gross margin from crude oil, condensate and produced water gathering revenues primarily due to the November 2018 acquisition of EOCS and an increase in volumes in the Williston Basin, partially offset by lower average rates.

•	a decrease in processing service revenues due to lower consideration received from percent-of-proceeds, percent-of-liquids and keep-whole processing arrangements due to a decrease in the average realized price.

---

•	an increase in firm transportation and storage services due to new intrastate and interstate transportation contracts.

•	a decrease in system management activities.

---

(1)	Includes volumes under third party processing arrangements

(2)	Crude Oil/Condensate throughput includes crude oil and condensate gathered and transported on Enable’s crude oil and condensate gathering and transportation systems

(3)	Adjusted EBITDA, adjusted interest expense and distributable cash flow are non-GAAP financial measures and are reconciled to the nearest GAAP financial measures in this press release.

(4)	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.

(5)	A non-GAAP measure calculated as distributable cash flow divided by distributions related to common units.

---

(1)	NGL composite based on assumed composition of 45%, 30%, 10%, 5% and 10% for ethane, propane, normal butane, isobutane and natural gasoline, respectively.

•	Enable’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports as soon as reasonably practicable after Enable electronically files that material with or furnishes it to the SEC;

•	press releases on quarterly distributions, quarterly earnings and other developments;

•	governance information, including Enable’s governance guidelines, committee charters and code of ethics and business conduct;

•	information on events and presentations, including an archive of available calls, webcasts and presentations;

•	news and other announcements that Enable may post from time to time that investors may find useful or interesting; and

•	opportunities to sign up for email alerts and RSS feeds to have information pushed in real time.

---

•	Enable’s operating performance as compared to those of other publicly traded partnerships in the midstream energy industry, without regard to capital structure or historical cost basis;

•	The ability of Enable’s assets to generate sufficient cash flow to make distributions to its partners;

•	Enable’s ability to incur and service debt and fund capital expenditures; and

•	The viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

---

---

---

---

(1)	Change in fair value of derivatives includes changes in the fair value of derivatives that are not designated as hedging instruments.

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

(3)	This amount represents the quarterly cash distributions on the Series A Preferred Units declared for the three and nine months ended September 30, 2019 and 2018. 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.

(4)	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.

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

(6)	Represents cash distributions declared for common units outstanding as of each respective period. Amounts for 2019 reflect estimated cash distributions for common units outstanding for the quarter ended September 30, 2019.

---

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

(2)	Change in fair value of derivatives includes changes in the fair value of derivatives that are not designated as hedging instruments.

---

(1)	Includes volumes under third-party processing arrangements.

(2)	Excludes condensate.

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

(1)	Includes volumes under third-party processing arrangements.

(2)	Excludes condensate.

---

(1)	Net income attributable to limited partners range based on adding Series A Preferred Unit distributions to the net income attributable to common units outlook

(2)	Change in fair value of derivatives includes changes in the fair value of derivatives that are note designated as hedging instruments

(3)	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.