Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 14, 2019 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 1-36413 | |
Entity Registrant Name | ENABLE MIDSTREAM PARTNERS, LP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 72-1252419 | |
Entity Address, Address Line One | 499 West Sheridan Avenue, | |
Entity Address, Address Line Two | Suite 1500 | |
Entity Address, City or Town | Oklahoma City, | |
Entity Address, State or Province | OK | |
Entity Address, Postal Zip Code | 73102 | |
City Area Code | 405 | |
Local Phone Number | 525-7788 | |
Title of 12(b) Security | Common Units Representing Limited Partner Interests | |
Trading Symbol | ENBL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001591763 | |
Entity Common Stock, Shares Outstanding | 435,152,510 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues (including revenues from affiliates (Note 13)): | ||||
Total Revenues | $ 699 | $ 928 | $ 2,229 | $ 2,481 |
Cost and Expenses (including expenses from affiliates (Note 13)): | ||||
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately) | 263 | 516 | 958 | 1,335 |
Operation and maintenance | 105 | 98 | 307 | 289 |
General and administrative | 31 | 28 | 82 | 81 |
Depreciation and amortization | 108 | 100 | 323 | 292 |
Taxes other than income tax | 17 | 15 | 52 | 48 |
Total Cost and Expenses | 524 | 757 | 1,722 | 2,045 |
Operating Income | 175 | 171 | 507 | 436 |
Other Income (Expense): | ||||
Interest expense | (48) | (40) | (142) | (109) |
Equity in earnings of equity method affiliate | 5 | 7 | 12 | 20 |
Other, net | 1 | 1 | 2 | 1 |
Total Other Expense | (42) | (32) | (128) | (88) |
Income Before Income Tax | ||||
Income Before Income Tax | 133 | 139 | 379 | 348 |
Income tax benefit | 0 | 0 | (1) | 0 |
Net Income | ||||
Net Income | 133 | 139 | 380 | 348 |
Less: Net income attributable to noncontrolling interest | ||||
Less: Net income attributable to noncontrolling interest | 1 | 1 | 2 | 1 |
Net Income Attributable to Limited Partners | ||||
Net Income Attributable to Limited Partners | 132 | 138 | 378 | 347 |
Less: Series A Preferred Unit distributions (Note 7) | ||||
Less: Series A Preferred Unit distributions (Note 7) | 9 | 9 | 27 | 27 |
Net Income Attributable to Common Units (Note 6) | ||||
Net Income Attributable to Common Units (Note 6) | 123 | 129 | 351 | 320 |
Common Units | ||||
Net Income Attributable to Common Units (Note 6) | ||||
Net Income Attributable to Common Units (Note 6) | $ 123 | $ 129 | $ 351 | $ 320 |
Basic and Diluted earnings (loss) per unit and weighted average number of units outstanding | ||||
Basic earnings per unit (Note 6) | $ 0.28 | $ 0.30 | $ 0.81 | $ 0.74 |
Diluted earnings per unit (Note 6) | $ 0.28 | $ 0.30 | $ 0.81 | $ 0.73 |
Product | ||||
Revenues (including revenues from affiliates (Note 13)): | ||||
Total Revenues | $ 320 | $ 553 | $ 1,156 | $ 1,497 |
Natural Gas, Gathering, Transportation, Marketing and Processing | ||||
Revenues (including revenues from affiliates (Note 13)): | ||||
Total Revenues | $ 379 | $ 375 | $ 1,073 | $ 984 |
Condensed Consolited Statement
Condensed Consolited Statement of Comprehensive Income Statement - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 133 | $ 139 | $ 380 | $ 348 |
Other comprehensive loss: | ||||
Unrealized losses on derivative instruments | (1) | 0 | (4) | 0 |
Reclassification of derivative losses to net income | 0 | 0 | 0 | 0 |
Other comprehensive loss | (1) | 0 | (4) | 0 |
Comprehensive income | 132 | 139 | 376 | 348 |
Less: Comprehensive income attributable to noncontrolling interest | 1 | 1 | 2 | 1 |
Comprehensive income attributable to Limited Partners | $ 131 | $ 138 | $ 374 | $ 347 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 12 | $ 8 |
Restricted cash | 1 | 14 |
Accounts receivable, net of allowance for doubtful accounts (Note 1) | 268 | 290 |
Accounts receivable—affiliated companies | 22 | 19 |
Inventory | 47 | 50 |
Gas imbalances | 23 | 29 |
Other current assets | 44 | 39 |
Total current assets | 417 | 449 |
Property, Plant and Equipment: | ||
Property, plant and equipment | 13,171 | 12,899 |
Less accumulated depreciation and amortization | 2,263 | 2,028 |
Property, plant and equipment, net | 10,908 | 10,871 |
Other Assets: | ||
Intangible assets, net | 616 | 663 |
Goodwill | 98 | 98 |
Investment in equity method affiliate | 309 | 317 |
Other | 87 | 46 |
Total other assets | 1,110 | 1,124 |
Total Assets | 12,435 | 12,444 |
Current Liabilities: | ||
Accounts payable | 147 | 288 |
Accounts payable—affiliated companies | 2 | 4 |
Current portion of long-term debt | 253 | 500 |
Short-term debt | 182 | 649 |
Taxes accrued | 58 | 31 |
Gas imbalances | 17 | 22 |
Other | 160 | 121 |
Total current liabilities | 819 | 1,615 |
Other Liabilities: | ||
Accumulated deferred income taxes, net | 5 | 5 |
Regulatory liabilities | 24 | 23 |
Other | 79 | 54 |
Total other liabilities | 108 | 82 |
Long-Term Debt | 3,968 | 3,129 |
Commitments and Contingencies (Note 14) | ||
Partners’ Equity: | ||
Series A Preferred Units (14,520,000 issued and outstanding at September 30, 2019 and December 31, 2018) | 362 | 362 |
Common units | 7,145 | 7,218 |
Accumulated other comprehensive loss | (4) | 0 |
Noncontrolling interest | 37 | 38 |
Total Partners’ Equity | 7,540 | 7,618 |
Total Liabilities and Partners’ Equity | $ 12,435 | $ 12,444 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - shares | Sep. 30, 2019 | Dec. 31, 2018 |
Common Units | ||
Common and Subordinated units issued | 435,150,159 | 433,232,411 |
Common units and Subordinated units outstanding | 435,150,159 | 433,232,411 |
Series A Preferred Units | ||
Preferred units issued | 14,520,000 | 14,520,000 |
Preferred units outstanding | 14,520,000 | 14,520,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net income | $ 380 | $ 348 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 323 | 292 |
Deferred income taxes | (1) | 0 |
Loss on sale/retirement of assets | 5 | 1 |
Equity in earnings of equity method affiliate | (12) | (20) |
Return on investment in equity method affiliate | 12 | 20 |
Equity-based compensation | 13 | 12 |
Amortization of debt costs and discount (premium) | (1) | (1) |
Changes in other assets and liabilities: | ||
Accounts receivable, net | 19 | (56) |
Accounts receivable—affiliated companies | (3) | (2) |
Inventory | 3 | (5) |
Gas imbalance assets | 6 | 12 |
Other current assets | (2) | (19) |
Other assets | 8 | (6) |
Accounts payable | (108) | (19) |
Accounts payable—affiliated companies | (2) | 0 |
Gas imbalance liabilities | (5) | 8 |
Other current liabilities | 64 | 55 |
Other liabilities | (8) | 18 |
Net cash provided by operating activities | 691 | 638 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (353) | (551) |
Proceeds from sale of assets | 1 | 8 |
Proceeds from insurance | 0 | 1 |
Return of investment in equity method affiliate | 8 | 11 |
Other, net | (9) | 0 |
Net cash used in investing activities | (353) | (531) |
Cash Flows from Financing Activities: | ||
(Decrease) increase in short-term debt | (467) | 8 |
Proceeds from long-term debt, net of issuance costs | 1,544 | 787 |
Repayment of long-term debt | 700 | 450 |
Repayment of Revolving Credit Facility | (250) | 0 |
Proceeds from issuance of common units, net of issuance costs | 0 | 2 |
Distributions to common unitholders | 420 | 413 |
Distributions to Series A Preferred Units | (27) | (27) |
Distributions to non-controlling interests | (3) | (2) |
Cash paid for employee equity-based compensation | (24) | (9) |
Net cash used in financing activities | (347) | (104) |
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash | (9) | 3 |
Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 22 | 19 |
Cash, Cash Equivalents and Restricted Cash at End of Period | $ 13 | $ 22 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Partners' Equity (Unaudited) - USD ($) shares in Millions, $ in Millions | Total | Noncontrolling Interest | Series A Preferred UnitsPreferred Units | Common UnitsPartners' Capital | AOCI Attributable to Parent |
Balance, beginning of period at Dec. 31, 2017 | $ 7,654 | $ 12 | $ 362 | $ 7,280 | $ 0 |
Balance, beginning of period, units at Dec. 31, 2017 | 15 | 433 | |||
Changes in Partners' Capital | |||||
Net Income | 114 | $ 9 | $ 105 | ||
Distributions | (149) | (1) | (9) | (139) | |
Balance, end of period at Mar. 31, 2018 | 7,619 | 11 | $ 362 | $ 7,246 | 0 |
Balance, end of period, units at Mar. 31, 2018 | 15 | 433 | |||
Changes in Partners' Capital | |||||
Net Income | 95 | $ 9 | $ 86 | ||
Distributions | (146) | (9) | (137) | ||
Equity-based compensation, net of units for employee taxes | 3 | 3 | |||
Balance, end of period at Jun. 30, 2018 | 7,571 | 11 | $ 362 | $ 7,198 | 0 |
Balance, end of period, units at Jun. 30, 2018 | 15 | 433 | |||
Changes in Partners' Capital | |||||
Net Income | 139 | 1 | $ 9 | $ 129 | |
Issuance of common units | 2 | 2 | |||
Distributions | (147) | (1) | (9) | (137) | |
Equity-based compensation, net of units for employee taxes | 3 | 3 | |||
Balance, end of period at Sep. 30, 2018 | 7,568 | 11 | $ 362 | $ 7,195 | 0 |
Balance, end of period, units at Sep. 30, 2018 | 15 | 433 | |||
Balance, beginning of period at Dec. 31, 2018 | 7,618 | 38 | $ 362 | $ 7,218 | 0 |
Balance, beginning of period, units at Dec. 31, 2018 | 15 | 433 | |||
Changes in Partners' Capital | |||||
Net Income | 123 | 1 | $ 9 | $ 113 | |
Distributions | (148) | (1) | (9) | (138) | |
Equity-based compensation, net of units for employee taxes | (10) | $ (10) | |||
Equity-based compensation, net of units for employee taxes, units | 2 | ||||
Balance, end of period at Mar. 31, 2019 | 7,583 | 38 | $ 362 | $ 7,183 | 0 |
Balance, end of period, units at Mar. 31, 2019 | 15 | 435 | |||
Changes in Partners' Capital | |||||
Net Income | 124 | $ 9 | $ 115 | ||
Other comprehensive loss | (3) | (3) | |||
Distributions | (148) | (1) | (9) | (138) | |
Equity-based compensation, net of units for employee taxes | 3 | 3 | |||
Balance, end of period at Jun. 30, 2019 | 7,559 | 37 | $ 362 | $ 7,163 | (3) |
Balance, end of period, units at Jun. 30, 2019 | 15 | 435 | |||
Changes in Partners' Capital | |||||
Net Income | 133 | 1 | $ 9 | $ 123 | |
Other comprehensive loss | (1) | (1) | |||
Distributions | (154) | (1) | (9) | (144) | |
Equity-based compensation, net of units for employee taxes | 3 | 3 | |||
Balance, end of period at Sep. 30, 2019 | $ 7,540 | $ 37 | $ 362 | $ 7,145 | $ (4) |
Balance, end of period, units at Sep. 30, 2019 | 15 | 435 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Organization Enable Midstream Partners, LP is a Delaware limited partnership whose assets and operations are organized into two reportable segments: (i) gathering and processing and (ii) transportation and storage. The gathering and processing segment primarily provides natural gas and crude oil gathering and natural gas processing services to our producer customers. The transportation and storage segment provides interstate and intrastate natural gas pipeline transportation and storage services primarily to our producer, power plant, LDC and industrial end-user customers. The Partnership’s natural gas gathering and processing assets are primarily located in Oklahoma, Texas, Arkansas and Louisiana and serve natural gas production in the Anadarko, Arkoma and Ark-La-Tex Basins. Crude oil gathering assets are located in Oklahoma and serve crude oil production in the SCOOP and STACK plays of the Anadarko Basin and in North Dakota and serve crude oil production in the Bakken Shale formation of the Williston Basin. The Partnership’s natural gas transportation and storage assets consist primarily of an interstate pipeline system extending from western Oklahoma and the Texas Panhandle to Louisiana, an interstate pipeline system extending from Louisiana to Illinois, an intrastate pipeline system in Oklahoma, and our investment in SESH, a pipeline extending from Louisiana to Alabama. CenterPoint Energy and OGE Energy each have 50% of the management interests in Enable GP. Enable GP is the general partner of the Partnership and has no other operating activities. Enable GP is governed by a board made up of two representatives designated by each of CenterPoint Energy and OGE Energy, along with the Partnership’s Chief Executive Officer and three independent board members CenterPoint Energy and OGE Energy mutually agreed to appoint. CenterPoint Energy and OGE Energy also own a 40% and 60% interest, respectively, in the incentive distribution rights held by Enable GP. As of September 30, 2019 , CenterPoint Energy held approximately 53.7% or 233,856,623 of the Partnership’s common units, and OGE Energy held approximately 25.5% or 110,982,805 of the Partnership’s common units. Additionally, CenterPoint Energy holds 14,520,000 Series A Preferred Units. The limited partner interests of the Partnership have limited voting rights on matters affecting the business. As such, limited partners do not have rights to elect the Partnership’s general partner on an annual or continuing basis and may not remove Enable GP, its current general partner, without at least a 75% vote by all unitholders, including all units held by the Partnership’s limited partners, and Enable GP and its affiliates, voting together as a single class. As of September 30, 2019 , the Partnership owned a 50% interest in SESH. See Note 8 for further discussion of SESH. For the nine months ended September 30, 2019 , the Partnership held a 50% ownership in Atoka and consolidated Atoka in its Condensed Consolidated Financial Statements as EOIT acted as the managing member of Atoka and had control over the operations of Atoka. In addition, beginning November 1, 2018 through September 30, 2019 , the Partnership owned a 60% interest in ESCP, which is consolidated in its Condensed Consolidated Financial Statements as EOCS acted as the managing member of ESCP and had control over the operations of ESCP. Basis of Presentation The accompanying condensed consolidated financial statements and related notes of the Partnership have been prepared pursuant to the rules and regulations of the SEC and GAAP. Pursuant to such rules and regulations, certain disclosures normally included in financial statements prepared in accordance with GAAP have been omitted. The accompanying condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report. The condensed consolidated financial statements and the related notes reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the respective periods. Amounts reported in the Partnership’s Condensed Consolidated Statements of Income are not necessarily indicative of amounts expected for a full-year period due to the effects of, among other things, (a) seasonal fluctuations in demand for energy and energy services, (b) changes in energy commodity prices, (c) timing of maintenance and other expenditures and (d) acquisitions and dispositions of businesses, assets and other interests. For a description of the Partnership’s reportable segments, see Note 16 . Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Depreciation Expense The Partnership completed a depreciation study for the Gathering and Processing and Transportation and Storage segments. Effective January 1, 2019, the new depreciation rates have been applied prospectively as a change in accounting estimate. The new depreciation rates did not result in a material change in depreciation expense or results of operations. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and do not typically bear interest. The determination of the allowance for doubtful accounts requires management to make estimates and judgments regarding our customers’ ability to pay. The allowance for doubtful accounts is determined based upon specific identification and estimates of future uncollectable amounts. On an ongoing basis, we evaluate our customers’ financial strength based on aging of accounts receivable, payment history, and review of other relevant information, including ratings agency credit ratings and alerts, publicly available reports and news releases, and bank and trade references. It is the policy of management to review the outstanding accounts receivable at least quarterly, giving consideration to credit losses, the aging of receivables, specific customer circumstances that may impact their ability to pay the amounts due and current and forecasted economic conditions over the assets contractual lives. Based on this review, management determined that a $3 million and $2 million allowance for doubtful accounts was required at September 30, 2019 and December 31, 2018 , respectively. Inventory Natural gas inventory is held, through the transportation and storage segment, to provide operational support for pipeline deliveries and to manage leased intrastate storage capacity. Natural gas liquids inventory is held, through the gathering and processing segment, due to timing differences between the production of certain natural gas liquids and ultimate sale to third parties. Natural gas and natural gas liquids inventory is valued using moving average cost and is subsequently recorded at the lower of cost or net realizable value. The Partnership recorded no write-downs to net realizable value related to natural gas and natural gas liquids inventory during the three months ended September 30, 2019 and 2018 , respectively, and $6 million and $3 million during the nine months ended September 30, 2019 and 2018 , respectively. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements Accounting Standards to be Adopted in Future Periods Financial Instruments—Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This standard requires entities to measure all expected credit losses of financial assets held at a reporting date based on historical experience, current conditions, and reasonable and supportable forecasts in order to record credit losses in a more timely manner. ASU 2016-13 also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The standard is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for interim and annual periods beginning after December 15, 2018. The Partnership expects to adopt this standard in the first quarter of 2020 and does not expect the adoption of this standard to have a material impact on our Condensed Consolidated Financial Statements and related disclosures. Intangibles—Goodwill and Other In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This standard requires entities to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The standard is effective for interim and annual reporting periods beginning after December 15, 2019. The Partnership does not expect the adoption of this standard to have a material impact on our Condensed Consolidated Financial Statements and related disclosures. Fair Value Measurement—Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” which focuses on improving the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by U.S. GAAP that is most important to users of each entity’s financial statements. The standard is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted. The Partnership expects to adopt this standard in the first quarter of 2020 and continues to evaluate the other impacts of the new standards on our Condensed Consolidated Financial Statements and related disclosures. Intangibles—Goodwill and Other—Internal-Use Software In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which aims to reduce complexity in the accounting for costs of implementing a cloud computing service arrangement. ASU No. 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for interim and annual periods beginning after December 15, 2019. The Partnership does not expect the adoption of this standard to have a material impact on our Condensed Consolidated Financial Statements and related disclosures. Collaborative Arrangements In November 2018, the FASB issued ASU No. 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606.” This standard resolves the diversity in practice concerning the manner in which entities account for transactions on the basis of their view of the economics of the collaborative arrangement. The amendments (1) clarify that certain transactions between collaborative participants should be accounted for as revenue under topic 606 when the collaborative participant is a customer in the context of the unit of account; (2) add unit-of-account guidance in Topic 808 to align with the guidance in Topic 606; and (3) clarify that in a transaction that is not directly related to sales to third parties, presenting the transaction as revenue would be precluded if the collaborative participant counterparty was not a customer. The standard is effective for interim and annual periods beginning after December 15, 2019. The Partnership does not expect the adoption of this standard to have a material impact on our Condensed Consolidated Financial Statements and related disclosures. Codification Improvements |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenues The following tables disaggregate total revenues by major source from contracts with customers and the gain (loss) on derivative activity for the three and nine months ended September 30, 2019 and 2018 . Three Months Ended September 30, 2019 Gathering and Transportation Eliminations Total (In millions) Revenues: Product sales: Natural gas $ 69 $ 95 $ (69 ) $ 95 Natural gas liquids 191 5 (5 ) 191 Condensate 26 — — 26 Total revenues from natural gas, natural gas liquids, and condensate 286 100 (74 ) 312 Gain (loss) on derivative activity 8 — — 8 Total Product sales $ 294 $ 100 $ (74 ) $ 320 Service revenues: Demand revenues $ 97 $ 119 $ — $ 216 Volume-dependent revenues 151 15 (3 ) 163 Total Service revenues $ 248 $ 134 $ (3 ) $ 379 Total Revenues $ 542 $ 234 $ (77 ) $ 699 Three Months Ended September 30, 2018 Gathering and Transportation Eliminations Total (In millions) Revenues: Product sales: Natural gas $ 87 $ 146 $ (120 ) $ 113 Natural gas liquids 439 7 (7 ) 439 Condensate 25 — — 25 Total revenues from natural gas, natural gas liquids, and condensate 551 153 (127 ) 577 Loss on derivative activity (23 ) — (1 ) (24 ) Total Product sales $ 528 $ 153 $ (128 ) $ 553 Service revenues: Demand revenues $ 92 $ 114 $ — $ 206 Volume-dependent revenues 158 14 (3 ) 169 Total Service revenues $ 250 $ 128 $ (3 ) $ 375 Total Revenues $ 778 $ 281 $ (131 ) $ 928 Nine Months Ended September 30, 2019 Gathering and Transportation Eliminations Total (In millions) Revenues: Product sales: Natural gas $ 291 $ 365 $ (305 ) $ 351 Natural gas liquids 698 16 (16 ) 698 Condensate 93 — — 93 Total revenues from natural gas, natural gas liquids, and condensate 1,082 381 (321 ) 1,142 Gain (loss) on derivative activity 14 — — 14 Total Product sales $ 1,096 $ 381 $ (321 ) $ 1,156 Service revenues: Demand revenues $ 225 $ 373 $ — $ 598 Volume-dependent revenues 438 48 (11 ) 475 Total Service revenues $ 663 $ 421 $ (11 ) $ 1,073 Total Revenues $ 1,759 $ 802 $ (332 ) $ 2,229 Nine Months Ended September 30, 2018 Gathering and Transportation Eliminations Total (In millions) Revenues: Product sales: Natural gas $ 299 $ 420 $ (336 ) $ 383 Natural gas liquids 1,054 20 (20 ) 1,054 Condensate 98 — — 98 Total revenues from natural gas, natural gas liquids, and condensate 1,451 440 (356 ) 1,535 Gain (loss) on derivative activity (40 ) 2 — (38 ) Total Product sales $ 1,411 $ 442 $ (356 ) $ 1,497 Service revenues: Demand revenues $ 194 $ 347 $ — $ 541 Volume-dependent revenues 405 48 (10 ) 443 Total Service revenues $ 599 $ 395 $ (10 ) $ 984 Total Revenues $ 2,010 $ 837 $ (366 ) $ 2,481 Accounts Receivable The table below summarizes the change in accounts receivable for the nine months ended September 30, 2019 . September 30, December 31, (In millions) Accounts Receivable: Customers $ 281 $ 297 Contract assets (1) 4 6 Non-customers 5 6 Total Accounts Receivable (2) $ 290 $ 309 ____________________ (1) Contract assets reflected in Total Accounts Receivable include accrued minimum volume commitments. Contract assets are primarily attributable to revenues associated with estimated shortfall volumes on certain annual minimum volume commitment arrangements. Total Accounts Receivable does not include $5 million of contracts assets related to firm service transportation contracts with tiered rates, which are reflected in Other Assets. (2) Total Accounts Receivable includes Accounts receivable, net of allowance for doubtful accounts and Accounts receivable—affiliated companies. Contract Liabilities Our contract liabilities primarily consist of prepayments received from customers for which the good or service has not yet been provided in connection with the prepayment. The table below summarizes the change in the contract liabilities for the nine months ended September 30, 2019 : September 30, December 31, Amounts recognized in revenues (In millions) Deferred revenues $ 46 $ 48 $ 23 The table below summarizes the timing of recognition of these contract liabilities as of September 30, 2019 : 2019 2020 2021 2022 2023 and After (In millions) Deferred revenues $ 19 $ 6 $ 5 $ 5 $ 11 Remaining Performance Obligations Our remaining performance obligations consist primarily of firm arrangements and minimum volume commitment arrangements. Upon completion of the performance obligations associated with these arrangements, customers are invoiced and revenue is recognized as Service revenues in the Condensed Consolidated Statements of Income. The table below summarizes the timing of recognition of the remaining performance obligations as of September 30, 2019 : 2019 2020 2021 2022 2023 and After (In millions) Transportation and Storage $ 119 $ 419 $ 229 $ 172 $ 822 Gathering and Processing 47 163 136 138 460 Total remaining performance obligations $ 166 $ 582 $ 365 $ 310 $ 1,282 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases On January 1, 2019, the Partnership adopted ASU 2016-02, “Leases (ASC 842).” This standard requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Partnership has applied the standard to only contracts that were not expired as of January 1, 2019. The Partnership elected the optional transition practical expedient to not evaluate land easements that exist or expire before the Partnership's adoption of ASC 842 and that were not previously accounted for as leases under ASC 840. The Partnership elected the optional transition practical expedient to not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases and initial direct costs for any existing leases. Upon adoption, we increased our asset and liability balances on the Condensed Consolidated Balance Sheets by approximately $35 million due to the required recognition of right-of-use assets and corresponding lease liabilities for all lease obligations that were classified as operating leases. The Partnership did not recognize a material cumulative adjustment to the Condensed Consolidated Statement of Partners’ Equity and we did not have any material changes in the timing of expense recognition or our accounting policies. Our lease obligations are primarily comprised of rentals of field equipment and buildings, which are recorded as Operation and maintenance and General and administrative expenses in the Partnership’s Condensed Consolidated Statements of Income. Other than the contractual terms for each lease obligation, the key inputs for our calculations of the initial right-of-use assets and corresponding lease liabilities are the expected remaining life and applicable discount rate. Field equipment has an expected lease term of three to five years , with contractual base terms of one to three years followed by month-to-month renewals. Field equipment rental arrangements do not generally contain any significant variable lease payments. While certain arrangements may include lower standby rates, field equipment is generally anticipated to be in use for all of its expected lease term. Buildings have an expected lease term of seven to ten years , which is currently the same as the contractual base term. Building rental arrangements contain market-based renewal options of up to 15 years . Variable lease payments for buildings are generally comprised of costs for utilities, maintenance and building management services. There were no variable lease payments due under building rental arrangements until July 1, 2019, after which amounts are due monthly. The Partnership is generally not aware of the implicit rate for either field equipment or building rental arrangements, so discount rates are based upon the expected term of each arrangement and the Partnership’s uncollateralized borrowing rate associated with the expected term at the time of lease inception. As of September 30, 2019 , the weighted average remaining lease term is 6.6 years and the weighted average discount rate is 5.52% . As of September 30, 2019 , we have right-of-use assets of $36 million recorded as Other Assets, $11 million of corresponding obligations recorded as Other Current Liabilities and $28 million of corresponding obligations recorded as Other Liabilities on the Partnership’s Condensed Consolidated Balance Sheet. All lease obligations outstanding during the three and nine months ended September 30, 2019 were classified as operating leases, therefore all cash flows are reflected in Cash Flows from Operating Activities. Rental costs associated with field equipment and buildings were $6 million and $1 million during the three months ended September 30, 2019 , respectively, and $18 million and $5 million during the nine months ended September 30, 2019 , respectively. The table below summarizes lease expense for the three and nine months ended September 30, 2019 : Three Months Ended September 30, 2019 Gathering and Transportation Total (In millions) Lease Expense: Lease Cost: Operating lease cost $ 2 $ — $ 2 Short-term lease cost 3 1 4 Variable lease cost 1 — 1 Total Lease Cost $ 6 $ 1 $ 7 Nine Months Ended September 30, 2019 Gathering and Transportation Total (In millions) Lease Expense: Lease Cost: Operating lease cost $ 7 $ — $ 7 Short-term lease cost 14 1 15 Variable lease cost 1 — 1 Total Lease Cost $ 22 $ 1 $ 23 Under ASC 842, as of September 30, 2019 , the Partnership has operating lease obligations expiring at various dates. The $17 million difference between undiscounted cash flows for operating leases and our $39 million of lease obligations is due to the impact of the applicable discount rate. Undiscounted cash flows for operating lease liabilities are as follows: Year Ended December 31, 2019 2020 2021 2022 2023 2024 and After Total (In millions) Noncancellable operating leases $ 11 $ 11 $ 7 $ 6 $ 6 $ 15 $ 56 Under ASC 840, as of December 31, 2018 , the Partnership had the following operating lease obligations as well as the estimate of the period in which the obligation will be settled: Year Ended December 31, 2019 2020-2021 2022-2023 After 2023 Total (In millions) Noncancellable operating leases $ 14 $ 6 $ 6 $ 14 $ 40 |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition Velocity Holdings, LLC Acquisition On November 1, 2018, the Partnership acquired all of the equity interests in Velocity Holdings, LLC, now EOCS, which owns and operates a crude oil and condensate gathering system in the SCOOP and STACK plays of the Anadarko Basin, for approximately $444 million in cash, subject to certain customary working capital adjustments. The acquisition was accounted for as a business combination and was funded with borrowings under the commercial paper program. During the fourth quarter of 2018, the Partnership finalized the purchase price allocation as of November 1, 2018. The following table presents the fair value of the identified assets acquired and liabilities assumed at the acquisition date: Purchase price allocation: Assets acquired: Cash $ 1 Current Assets 3 Property, plant and equipment 124 Intangibles 259 Goodwill 86 Liabilities assumed: Current liabilities 1 Less: Non-Controlling Interest at fair value 28 Total identifiable net assets $ 444 The Partnership recognized intangible assets related to customer relationships. The acquired intangible assets will be amortized on a straight-line basis over the estimated customer contract life of approximately 15 years. Goodwill recognized from the acquisition primarily relates to greater operating leverage in the Anadarko Basin and is allocated to the gathering and processing segment. Included within the acquisition was 60% of a 26 -mile pipeline system joint venture with a third party which owns and operates a refinery connected to the EOCS system. This joint venture’s financials have been consolidated within the Partnership’s financial statements resulting in $28 million in non-controlling interest. The Partnership incurred approximately $6 million of acquisition costs associated with this transaction, which were included in General and administrative expense in the Consolidated Statements of Income for the twelve months ended December 31, 2018 . The Partnership determined not to include pro forma consolidated financial statements for the periods presented as the impact would not be material. |
Earnings Per Limited Partner Un
Earnings Per Limited Partner Unit | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Limited Partner Unit | Earnings Per Limited Partner Unit The following table illustrates the Partnership’s calculation of earnings per unit for common units: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions, except per unit data) Net income $ 133 $ 139 $ 380 $ 348 Net income attributable to noncontrolling interest 1 1 2 1 Series A Preferred Unit distributions 9 9 27 27 General partner interest in net income — — — — Net income available to common unitholders $ 123 $ 129 $ 351 $ 320 Net income allocable to common units $ 123 $ 129 $ 351 $ 320 Dilutive effect of Series A Preferred Unit distributions — — — — Diluted net income allocable to common units $ 123 $ 129 $ 351 $ 320 Basic earnings per unit Common units $ 0.28 $ 0.30 $ 0.81 $ 0.74 Basic weighted average number of common units outstanding (1) 437 435 436 434 Dilutive effect of Series A Preferred Units — — — — Dilutive effect of performance units — 1 — 2 Diluted weighted average number of common units outstanding 437 436 436 436 Diluted earnings per unit Common units $ 0.28 $ 0.30 $ 0.81 $ 0.73 ____________________ (1) Basic weighted average number of outstanding common units includes approximately two million time-based phantom units for each of the three months ended September 30, 2019 and 2018 , respectively, and one million time-based phantom units for each of the nine months ended September 30, 2019 and 2018 , respectively. |
Partners' Equity
Partners' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Partners' Equity | Partners’ Equity The Partnership Agreement requires that, within 60 days after the end of each quarter, the Partnership distribute all of its available cash (as defined in the Partnership Agreement) to unitholders of record on the applicable record date. The Partnership paid or has authorized payment of the following cash distributions to common unitholders, as applicable, during 2018 and 2019 (in millions, except for per unit amounts): Three Months Ended Record Date Payment Date Per Unit Distribution Total Cash Distribution September 30, 2019 (1) November 19, 2019 November 26, 2019 $ 0.3305 $ 144 June 30, 2019 August 20, 2019 August 27, 2019 0.3305 144 March 31, 2019 May 21, 2019 May 29, 2019 0.318 138 December 31, 2018 February 19, 2019 February 26, 2019 0.318 138 September 30, 2018 November 16, 2018 November 29, 2018 0.318 138 June 30, 2018 August 21, 2018 August 28, 2018 0.318 138 March 31, 2018 May 22, 2018 May 29, 2018 0.318 138 _____________________ (1) The Board of Directors declared this $0.3305 per common unit cash distribution on November 5, 2019 , to be paid on November 26, 2019 to common unitholders of record at the close of business on November 19, 2019 . The Partnership paid or has authorized payment of the following cash distributions to holders of the Series A Preferred Units during 2018 and 2019 (in millions, except for per unit amounts): Three Months Ended Record Date Payment Date Per Unit Distribution Total Cash Distribution September 30, 2019 (1) November 5, 2019 November 14, 2019 $ 0.625 $ 9 June 30, 2019 August 2, 2019 August 14, 2019 0.625 9 March 31, 2019 April 29, 2019 May 15, 2019 0.625 9 December 31, 2018 February 8, 2019 February 14, 2019 0.625 9 September 30, 2018 November 6, 2018 November 14, 2018 0.625 9 June 30, 2018 August 1, 2018 August 14, 2018 0.625 9 March 31, 2018 May 1, 2018 May 15, 2018 0.625 9 _____________________ (1) The Board of Directors declared a $0.625 per Series A Preferred Unit cash distribution on November 5, 2019 , to be paid on November 14, 2019 , to Series A Preferred unitholders of record at the close of business on November 5, 2019 . ATM Program On May 12, 2017, the Partnership entered into an ATM Equity Offering Sales Agreement, pursuant to which the Partnership may issue and sell common units having an aggregate offering price of up to $200 million , by sales methods and at prices determined by market conditions and other factors at the time of our offerings. The Partnership has no obligation to sell any common units under the ATM Program and the Partnership may suspend sales under the ATM Program at any time. During the nine months ended September 30, 2019 and 2018 , the Partnership did not issue common units under the ATM Program. As of September 30, 2019 , $197 million of common units remained available for issuance through the ATM Program. |
Investment in Equity Method Aff
Investment in Equity Method Affiliate | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Equity Method Affiliate | Investment in Equity Method Affiliate The Partnership uses the equity method of accounting for investments in entities in which it has an ownership interest between 20% and 50% and exercises significant influence. SESH is owned 50% by Enbridge, Inc. and 50% by the Partnership. Pursuant to the terms of the SESH LLC Agreement, if, at any time, CenterPoint Energy has a right to receive less than 50% of our distributions through its interest in the Partnership and its economic interest in Enable GP, or does not have the ability to exercise certain control rights, Enbridge, Inc. may, under certain circumstances, have the right to purchase the Partnership’s interest in SESH at fair market value, subject to certain exceptions. The Partnership shares operations of SESH with Enbridge, Inc. under service agreements. The Partnership is responsible for the field operations of SESH. SESH reimburses each party for actual costs incurred, which are billed based upon a combination of direct charges and allocations. The Partnership billed SESH $2 million and $6 million during the three months ended September 30, 2019 and 2018 , respectively, and $12 million and $14 million during the nine months ended September 30, 2019 and 2018 , respectively, associated with these service agreements. The Partnership includes equity in earnings of equity method affiliate under the Other Income (Expense) caption in the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2019 and 2018 . SESH: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Equity in Earnings of Equity Method Affiliate $ 5 $ 7 $ 12 $ 20 Distributions from Equity Method Affiliate (1) $ 4 $ 10 $ 20 $ 31 ___________________ (1) Distributions from equity method affiliate includes a $12 million and $20 million return on investment and a $8 million and $11 million return of investment for the nine months ended September 30, 2019 and 2018 , respectively. Summarized financial information of SESH: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Income Statements: Revenues $ 27 $ 29 $ 81 $ 85 Operating income $ 15 $ 18 $ 37 $ 51 Net income $ 10 $ 13 $ 24 $ 38 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the Partnership’s outstanding debt as of September 30, 2019 and December 31, 2018 . September 30, 2019 December 31, 2018 Outstanding Principal Premium (Discount) Total Debt Outstanding Principal Premium (Discount) Total Debt (In millions) Commercial Paper $ 182 $ — $ 182 $ 649 $ — $ 649 Revolving Credit Facility — — — 250 — 250 2019 Term Loan Agreement 800 — 800 — — — 2019 Notes — — — 500 — 500 2024 Notes 600 — 600 600 — 600 2027 Notes 700 (2 ) 698 700 (2 ) 698 2028 Notes 800 (6 ) 794 800 (6 ) 794 2029 Notes 550 (1 ) 549 — — — 2044 Notes 550 — 550 550 — 550 EOIT Senior Notes 250 3 253 250 7 257 Total debt $ 4,432 $ (6 ) $ 4,426 $ 4,299 $ (1 ) $ 4,298 Less: Short-term debt (1) 182 649 Less: Current portion of long-term debt (2) 253 500 Less: Unamortized debt expense (3) 23 20 Total long-term debt $ 3,968 $ 3,129 ____________________ (1) Short-term debt includes $182 million and $649 million of outstanding commercial paper as of September 30, 2019 and December 31, 2018 , respectively. (2) As of September 30, 2019 , Current portion of long-term debt included $253 million outstanding balance of the EOIT Senior Notes due March 15, 2020. As of December 31, 2018 , Current portion of long-term debt included $500 million outstanding balance of the 2019 Notes due May 15, 2019. (3) As of September 30, 2019 and December 31, 2018 , there was an additional $5 million and $6 million , respectively, of unamortized debt expense related to the Revolving Credit Facility included in Other assets, not included above. Commercial Paper The Partnership has a commercial paper program, pursuant to which the Partnership is authorized to issue up to $1.4 billion of commercial paper. The commercial paper program is supported by our Revolving Credit Facility, and outstanding commercial paper effectively reduces our borrowing capacity thereunder. There were $182 million and $649 million outstanding under our commercial paper program at September 30, 2019 and December 31, 2018 , respectively. The weighted average interest rate for the outstanding commercial paper was 2.96% as of September 30, 2019 . Revolving Credit Facility On April 6, 2018, the Partnership amended and restated its Revolving Credit Facility. As amended and restated, the Revolving Credit Facility is a $1.75 billion , 5 -year senior unsecured revolving credit facility, which under certain circumstances may be increased from time to time up to an additional $875 million . The Revolving Credit Facility is scheduled to mature on April 6, 2023, subject to an extension option, which could be exercised two times to extend the term of the Revolving Credit Facility, in each case, for an additional one-year term. As of September 30, 2019 , there were no principal advances and $3 million in letters of credit outstanding under the Revolving Credit Facility. The Revolving Credit Facility provides that outstanding borrowings bear interest at the LIBOR and/or an alternate base rate, at the Partnership’s election, plus an applicable margin. The applicable margin is based on the Partnership’s designated credit ratings from S&P, Moody’s and Fitch Ratings. As of September 30, 2019 , the applicable margin for LIBOR-based borrowings under the Revolving Credit Facility was 1.50% based on the Partnership’s credit ratings. In addition, the Revolving Credit Facility requires the Partnership to pay a fee on unused commitments. The commitment fee is based on the Partnership’s credit ratings. As of September 30, 2019 , the commitment fee under the restated Revolving Credit Facility was 0.20% per annum based on the Partnership’s credit ratings. The commitment fee is recorded as interest expense in the Partnership’s Condensed Consolidated Statements of Income. 2019 Term Loan Agreement On January 29, 2019, the Partnership entered into an unsecured term loan agreement with Bank of America, N.A., as administrative agent, and the several lenders thereto. The 2019 Term Loan Agreement has a scheduled maturity date of January 29, 2022, but contains an option, which may be exercised up to two times, to extend the maturity date for an additional one-year term. The 2019 Term Loan Agreement provides that outstanding borrowings bear interest at the eurodollar rate and/or an alternate base rate, at the Partnership’s election, plus an applicable margin. The applicable margin is based on the Partnership’s credit ratings. The applicable margin shall equal, (1) in the case of interest rates determined by reference to the eurodollar rate, between 0.75% and 1.50% per annum and (2) in the case of interest rates determined by reference to the alternate base rate, between 0% and 0.50% per annum. As of September 30, 2019 , the applicable margin for LIBOR-based advances under the 2019 Term Loan Facility was 1.25% based on the Partnership’s credit ratings. As of September 30, 2019 , the weighted average interest rate of the 2019 Term Loan Agreement was 3.33% . Prior to the expiration of the availability period for advances on July 26, 2019, the Partnership drew $1 billion in advances under the Term Loan Agreement, which were used for general partnership purposes. Advances under the 2019 Term Loan Agreement can be prepaid, in whole or in part, at any time without premium or penalty, other than usual and customary LIBOR breakage costs, if applicable. On September 16, 2019, the Partnership prepaid $200 million of the advances under the Term Loan Agreement, the repayment of which was not subject to LIBOR breakage costs. As of September 30, 2019 , there was $800 million outstanding under the 2019 Term Loan Agreement. The 2019 Term Loan Agreement contains a financial covenant requiring the Partnership to maintain a ratio of consolidated funded debt to consolidated EBITDA as of the last day of each fiscal quarter of less than or equal to 5.00 to 1.00; provided that, for a certain period time following an acquisition by the Partnership or certain of its subsidiaries with a purchase price that when combined with the aggregate purchase price for all other such acquisitions in any rolling 12-month period, is equal to or greater than $25 million , the consolidated funded debt to consolidated EBITDA ratio as of the last day of each such fiscal quarter during such period would be permitted to be up to 5.50 to 1.00. The 2019 Term Loan Agreement also contains covenants that restrict the Partnership and certain of its subsidiaries in respect of, among other things, mergers and consolidations, sales of all or substantially all assets, incurrence of subsidiary indebtedness, incurrence of liens, transactions with affiliates, designation of subsidiaries as Excluded Subsidiaries (as defined in the 2019 Term Loan Agreement), restricted payments, changes in the nature of their respective business and entering into certain restrictive agreements. The 2019 Term Loan Agreement is subject to acceleration upon the occurrence of certain defaults, including, among others, payment defaults on such facility, breach of representations, warranties and covenants, acceleration of indebtedness (other than intercompany and non-recourse indebtedness) of $100 million or more in the aggregate, change of control, nonpayment of uninsured judgments in excess of $100 million , and the occurrence of certain ERISA and bankruptcy events, subject, where applicable, to specified cure periods. Senior Notes On September 13, 2019, the Partnership completed the public offering of $550 million aggregate principal amount of its 4.15% Senior Notes due 2029. The Partnership received net proceeds of approximately $544 million , after deducting the underwriting discount and offering expenses. The net proceeds were used to repay $200 million of borrowings outstanding under the 2019 Term Loan Agreement, to repay amounts outstanding under the commercial paper program, and for general partnership purposes. The Partnership intends to issue commercial paper to repay the full amount of the EOIT Senior Notes at maturity. The 2029 Notes had an unamortized discount of $1 million and unamortized debt expense of $5 million at September 30, 2019 , resulting in an effective interest rate of 4.31% from the issue date through September 30, 2019 . As of September 30, 2019 , the Partnership’s debt also included the 2024 Notes, 2027 Notes, 2028 Notes and 2044 Notes, which had $8 million of unamortized discount and $18 million of unamortized debt expense at September 30, 2019 , resulting in effective interest rates of 4.01% , 4.57% , 5.20% and 5.08% , respectively, during the nine months ended September 30, 2019 . In May 2019, the Partnership’s 2019 Notes matured and were paid using proceeds from the 2019 Term Loan Agreement. As of September 30, 2019 , the Partnership’s debt included EOIT’s Senior Notes. The EOIT Senior Notes had $3 million of unamortized premium at September 30, 2019 , resulting in an effective interest rate of 3.82% during the nine months ended September 30, 2019 . As of September 30, 2019 , the Partnership and EOIT were in compliance with all of their debt agreements, including financial covenants. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Partnership is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are commodity price and interest rate risks. The Partnership is also exposed to credit risk in its business operations. Commodity Price Risk The Partnership uses forward physical contracts, commodity price swap contracts and commodity price option features to manage its commodity price risk exposures. Commodity derivative instruments used by the Partnership are as follows: • 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 price exposure associated with its gathering, processing, transportation and storage assets, contracts and asset management activities. Normal purchases and normal sales contracts are not recorded in Other Assets or Liabilities in the Condensed Consolidated Balance Sheets and earnings are recognized and recorded in the period in which physical delivery of the commodity occurs. Management applies normal purchases and normal sales treatment to: (i) commodity contracts for the purchase and sale of natural gas used in or produced by the Partnership’s operations and (ii) commodity contracts for the purchase and sale of NGLs produced by its gathering and processing business. The Partnership recognizes its non-exchange traded derivative instruments as Other Assets or Liabilities in the Condensed Consolidated Balance Sheets at fair value with such amounts classified as current or long-term based on their anticipated settlement. Exchange traded transactions are settled on a net basis daily through margin accounts with a clearing broker and are recorded as Other Assets or Liabilities in the Condensed Consolidated Balance Sheets at fair value on a net basis with such amounts classified as current or long-term based on their anticipated settlement. As of September 30, 2019 and December 31, 2018 , the Partnership had no commodity derivative instruments that were designated as cash flow or fair value hedges for accounting purposes. Interest Rate Risk The Partnership uses interest rate swap contracts to manage its interest rate risk exposures. The Partnership recognizes its interest rate derivative instruments as Other Assets or Liabilities in the Condensed Consolidated Balance Sheets at fair value with such amounts classified as current or long-term based on their anticipated settlement. The Partnership’s interest rate swap contracts are designated as cash flow hedging instruments for accounting purposes. For interest rate derivative instruments designated as cash flow hedging instruments, the gain or loss on the derivative is recognized currently in Accumulated other comprehensive loss and will be reclassified to Interest expense in the same period the hedged transaction affects earnings. As of September 30, 2019 , the Partnership had no interest rate derivative instruments that were designated as fair value hedges for accounting purposes. As of December 31, 2018 , the Partnership had no outstanding interest rate derivative instruments. Credit Risk Credit risk includes the risk that counterparties that owe the Partnership money or energy will breach their obligations. If the counterparties to these arrangements fail to perform, the Partnership may seek or be forced to enter into alternative arrangements. In that event, the Partnership’s financial results could be adversely affected, and the Partnership could incur losses. Derivatives Not Designated as Hedging Instruments Derivative instruments not designated as hedging instruments for accounting purposes are utilized to manage its exposure to commodity price risk. For derivative instruments not designated as hedging instruments, the gain or loss on the derivative is recognized currently in earnings. Quantitative Disclosures Related to Derivative Instruments Not Designated as Hedging Instruments The majority of natural gas physical purchases and sales not designated as hedges for accounting purposes are priced based on a monthly or daily index, and the fair value is subject to little or no market price risk. Natural gas physical sales volumes exceed natural gas physical purchase volumes due to the marketing of natural gas volumes purchased via the Partnership’s processing contracts, which are not derivative instruments. As of September 30, 2019 and December 31, 2018 , the Partnership had the following derivative instruments that were not designated as hedging instruments for accounting purposes: September 30, 2019 December 31, 2018 Gross Notional Volume Purchases Sales Purchases Sales Natural gas— TBtu (1) Financial fixed futures/swaps 13 22 16 28 Financial basis futures/swaps 16 40 18 29 Financial swaptions (3) — 3 — 1 Physical purchases/sales — 7 — 11 Crude oil (for condensate)— MBbl (2) Financial futures/swaps — 915 — 945 Financial swaptions (3) — 90 — 30 Natural gas liquids— MBbl (4) Financial futures/swaps 3,210 3,165 270 2,535 ____________________ (1) As of September 30, 2019 , 85.6% of the natural gas contracts had durations of one year or less and 14.4% had durations of more than one year and less than two years. 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. (2) As of September 30, 2019 , 83.6% of the crude oil (for condensate) contracts had durations of one year or less and 16.4% had durations of more than one year and less than two years. 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. (3) The notional 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 September 30, 2019 , 69.2% of the natural gas liquids contracts had durations of one year or less and 30.8% had durations of more than one year and less than two years. As of December 31, 2018 , 86.1% of the natural gas liquid contracts had durations of one year or less and 13.9% had durations of more than one year and less than two years. Derivatives Designated as Hedging Instruments Derivative instruments designated as hedging instruments for accounting purposes are utilized in managing the Partnership’s interest rate risk exposures. Quantitative Disclosures Related to Derivative Instruments Designated as Hedging Instruments The derivative instruments designated as hedges for accounting purposes are interest rate derivative instruments priced on monthly interest rates. As of September 30, 2019 and December 31, 2018 , the Partnership had the following derivative instruments that were designated as hedging instruments for accounting purposes: September 30, 2019 December 31, 2018 Gross Notional Value (In millions) Interest rate swaps $ 300 $ — Balance Sheet Presentation Related to Derivative Instruments The fair value of the derivative instruments that are presented in the Partnership’s Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 that were not designated as hedging instruments for accounting purposes are as follows: September 30, 2019 December 31, 2018 Fair Value Instrument Balance Sheet Location Assets Liabilities Assets Liabilities (In millions) Natural gas Financial futures/swaps Other Current $ 10 $ 6 $ 3 $ 5 Financial futures/swaps Other — 1 — 2 Physical purchases/sales Other Current 4 — 3 — Physical purchases/sales Other 1 — 4 — Crude oil (for condensate) Financial futures/swaps Other Current 4 14 9 3 Financial futures/swaps Other — 8 2 — Natural gas liquids Financial futures/swaps Other Current 26 5 10 1 Financial futures/swaps Other 10 2 2 — Total gross commodity derivatives (1) $ 55 $ 36 $ 33 $ 11 _____________________ (1) See Note 11 for a reconciliation of the Partnership’s commodity derivatives fair value to the Partnership’s Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 . The fair value of the derivative instruments that are presented in the Partnership’s Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 that were designated as hedging instruments for accounting purposes are as follows: September 30, 2019 December 31, 2018 Fair Value Instrument Balance Sheet Location Assets Liabilities Assets Liabilities (In millions) Interest rate swaps Other Current $ — $ 1 $ — $ — Interest rate swaps Other — 3 — — Total gross interest rate derivatives (1) $ — $ 4 $ — $ — _____________________ (1) All interest rate derivative instruments that were designated as cash flow hedges are considered Level 2 as of September 30, 2019 . Income Statement Presentation Related to Derivative Instruments The following table presents the effect of derivative instruments on the Partnership’s Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2019 and 2018 : Amounts Recognized in Income Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Natural gas Financial futures/swaps gains (losses) $ 2 $ (1 ) $ 10 $ (6 ) Physical purchases/sales gains 1 — 1 5 Crude oil (for condensate) Financial futures/swaps losses (8 ) (4 ) (29 ) (14 ) Natural gas liquids Financial futures/swaps gains (losses) 13 (19 ) 32 (23 ) Interest Rates Financial futures/swaps gains (losses) — — — — Total $ 8 $ (24 ) $ 14 $ (38 ) For derivatives not designated as hedges in the tables above, amounts recognized in income for the periods ended September 30, 2019 and 2018 , if any, are reported in Product sales. The following table presents the components of gain (loss) on derivative activity in the Partnership’s Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Change in fair value of commodity derivatives $ (2 ) $ (16 ) $ (3 ) $ (28 ) Realized gain (loss) on commodity derivatives 10 (8 ) 17 (10 ) Gain (loss) on commodity derivative activity $ 8 $ (24 ) $ 14 $ (38 ) Credit-Risk Related Contingent Features in Derivative Instruments In the event Moody’s or S&P were to lower the Partnership’s senior unsecured debt rating to a below investment grade rating, the Partnership could be required to provide additional credit assurances to third parties, which could include letters of credit or cash collateral to satisfy its obligation under its financial and physical contracts relating to derivative instruments that are in a net liability position. As of September 30, 2019 , under these obligations, the Partnership has posted no cash collateral related to natural gas swaps and swaptions, crude swaps and swaptions and NGL swaps and no additional collateral would be required to be posted by the Partnership in the event of a credit ratings downgrade to a below investment grade rating. In certain situations where the Partnership’s credit rating is lowered by Moody’s or S&P, the Partnership could be subject to an early termination event related to certain derivative instruments, which could result in a cash settlement of the instruments at market values on the date of such early termination. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are recorded at fair value in the Condensed Consolidated Balance Sheets and are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined below and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities are as follows: Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Instruments classified as Level 1 include natural gas futures, swaps and options transactions for contracts traded on either the NYMEX or the ICE and settled through either a NYMEX or ICE clearing broker. Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. Fair value assets and liabilities that are generally included in this category are derivatives with fair values based on inputs from actively quoted markets. Instruments classified as Level 2 generally include over-the-counter natural gas swaps, natural gas swaptions, natural gas basis swaps and natural gas purchase and sales transactions in markets such that the pricing is closely related to the NYMEX or the ICE pricing, over-the-counter WTI crude oil swaps and swaptions for condensate sales, and over-the-counter interest rate swaps traded in observable markets with less volume and transaction frequency than active markets. We consider the valuation of our interest rate derivatives as Level 2 as the primary input, the LIBOR curve, is based on quotes from an active exchange of Eurodollar futures for the same period as the future interest swap settlements. Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Unobservable inputs reflect the Partnership’s judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Partnership develops these inputs based on the best information available, including the Partnership’s own data. The Partnership utilizes the market approach in determining the fair value of its derivative positions by using either NYMEX, ICE or WTI published market prices, independent broker pricing data or broker/dealer valuations. The valuations of derivatives with pricing based on NYMEX or ICE published market prices may be considered Level 1 if they are settled through a NYMEX or ICE clearing broker account with daily margining. Over-the-counter derivatives with NYMEX, ICE or WTI based prices are considered Level 2 due to the impact of counterparty credit risk. Valuations based on independent broker pricing or broker/dealer valuations may be classified as Level 2 only to the extent they may be validated by an additional source of independent market data for an identical or closely related active market. Certain derivatives with option features may be classified as Level 2 if valued using an industry standard Black-Scholes option pricing model that contain observable inputs in the marketplace throughout the term of the derivative instrument. In certain less liquid markets or for longer-term contracts, forward prices are not as readily available. In these circumstances, contracts are valued using internally developed methodologies that consider historical relationships among various quoted prices in active markets that result in management’s best estimate of fair value. These contracts are classified as Level 3. As of September 30, 2019 , there were no contracts classified as Level 3. The Partnership determines the appropriate level for each financial asset and liability on a quarterly basis and recognizes transfers between levels at the end of the reporting period. For the three and nine months ended September 30, 2019 , there were no transfers between levels. The impact to the fair value of derivatives due to credit risk is calculated using the probability of default based on Standard & Poor’s Ratings Services and/or internally generated ratings. The fair value of derivative assets is adjusted for credit risk. The fair value of derivative liabilities is adjusted for credit risk only if the impact is deemed material. Estimated Fair Value of Financial Instruments The fair values of all accounts receivable, notes receivable, accounts payable, commercial paper and other such financial instruments on the Condensed Consolidated Balance Sheets are estimated to be approximately equivalent to their carrying amounts due to their short-term nature and have been excluded from the table below. The following table summarizes the fair value and carrying amount of the Partnership’s financial instruments as of September 30, 2019 and December 31, 2018 . September 30, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value (In millions) Debt Revolving Credit Facility (Level 2) (1) $ — $ — $ 250 $ 250 2019 Term Loan Agreement (Level 2) 800 800 — — 2019 Notes (Level 2) — — 500 497 2024 Notes (Level 2) 600 612 600 571 2027 Notes (Level 2) 698 701 698 642 2028 Notes (Level 2) 794 829 794 764 2029 Notes (Level 2) 549 529 — — 2044 Notes (Level 2) 550 500 550 445 EOIT Senior Notes (Level 2) 253 253 257 256 ____________________ (1) Borrowing capacity is effectively reduced by our borrowings outstanding under the commercial paper program. $182 million and $649 million of commercial paper was outstanding as of September 30, 2019 and December 31, 2018 , respectively. The fair value of the Partnership’s Revolving Credit Facility, 2019 Term Loan Agreement, 2019 Notes, 2024 Notes, 2027 Notes, 2028 Notes, 2029 Notes, 2044 Notes and EOIT Senior Notes is based on quoted market prices and estimates of current rates available for similar issues with similar maturities and is classified as Level 2 in the fair value hierarchy. Non-Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment). As of September 30, 2019 , no material fair value adjustments or fair value measurements were required for these non-financial assets or liabilities. Contracts with Master Netting Arrangements Fair value amounts recognized for forward, interest rate swap, option and other conditional or exchange contracts executed with the same counterparty under a master netting arrangement may be offset. The reporting entity’s choice to offset or not must be applied consistently. A master netting arrangement exists if the reporting entity has multiple contracts, whether for the same type of conditional or exchange contract or for different types of contracts, with a single counterparty that are subject to a contractual agreement that provides for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract. Offsetting the fair values recognized for forward, interest rate swap, option and other conditional or exchange contracts outstanding with a single counterparty results in the net fair value of the transactions being reported as an asset or a liability in the Condensed Consolidated Balance Sheets. The Partnership has presented the fair values of its derivative contracts under master netting agreements using a net fair value presentation. As of September 30, 2019 , the Partnership’s Level 2 interest rate derivatives are recorded as liabilities with no netting adjustments. The following tables summarize the Partnership’s other assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018 : September 30, 2019 Commodity Contracts Gas Imbalances (1) Assets Liabilities Assets (2) Liabilities (3) (In millions) Quoted market prices in active market for identical assets (Level 1) $ 8 $ 28 $ — $ — Significant other observable inputs (Level 2) 47 8 8 8 Unobservable inputs (Level 3) — — — — Total fair value 55 36 8 8 Netting adjustments (36 ) (36 ) — — Total $ 19 $ — $ 8 $ 8 December 31, 2018 Commodity Contracts Gas Imbalances (1) Assets Liabilities Assets (2) Liabilities (3) (In millions) Quoted market prices in active market for identical assets (Level 1) $ 4 $ 9 $ — $ — Significant other observable inputs (Level 2) 29 2 18 17 Unobservable inputs (Level 3) — — — — Total fair value 33 11 18 17 Netting adjustments (9 ) (9 ) — — Total $ 24 $ 2 $ 18 $ 17 ______________________ (1) The Partnership uses the market approach to fair value its gas imbalance assets and liabilities at individual, or where appropriate an average of, current market indices applicable to the Partnership’s operations, not to exceed net realizable value. There were no netting adjustments as of September 30, 2019 and December 31, 2018 . (2) Gas imbalance assets exclude fuel reserves for under retained fuel due from shippers of $15 million and $11 million at September 30, 2019 and December 31, 2018 , 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 $9 million and $5 million at September 30, 2019 and December 31, 2018 , 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. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 9 Months Ended |
Sep. 30, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Supplemental Disclosure of Cash Flow Information The following table provides information regarding supplemental cash flow information: Nine Months Ended September 30, 2019 2018 (In millions) Supplemental Disclosure of Cash Flow Information: Cash Payments: Interest, net of capitalized interest $ 131 $ 90 Income taxes, net of refunds 1 3 Non-cash transactions: Accounts payable related to capital expenditures 26 56 Lease liabilities arising from the application of ASC 842 42 — The following table reconciles cash and cash equivalents and restricted cash on the Condensed Consolidated Balance Sheets to cash, cash equivalents and restricted cash on the Condensed Consolidated Statements of Cash Flows: September 30, 2019 2018 (In millions) Cash and cash equivalents $ 12 $ 8 Restricted cash 1 14 Cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 13 $ 22 During the nine months ended September 30, 2019 , Restricted cash decreased $13 million |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The material related party transactions with CenterPoint Energy, OGE Energy and their respective subsidiaries are summarized below. There were no material related party transactions with other affiliates. Transportation and Storage Agreements Transportation and Storage Agreements with CenterPoint Energy EGT provides natural gas transportation and storage services to CenterPoint Energy’s LDCs in Arkansas, Louisiana, Oklahoma and Northeast Texas under a combination of contracts that include the following types of services: firm transportation, firm transportation with seasonal demand, firm storage, no-notice transportation with storage and maximum rate firm transportation. The contracts for firm transportation with seasonal demand will remain in effect through March 31, 2021. The contracts for firm transportation, firm storage and firm no-notice transportation with storage, as well as the contracts for maximum rate firm transportation for Oklahoma and portions of Northeast Texas, are in effect through March 31, 2021, and will remain in effect thereafter unless and until terminated by either party upon 180 days’ prior written notice. The contracts for maximum firm rate transportation for Arkansas, Louisiana and Texarkana, Texas terminated on March 31, 2018. MRT provides firm transportation and firm storage services to CenterPoint Energy’s LDCs in Arkansas and Louisiana. Contracts for these services are in effect through May 15, 2023 and will remain in effect thereafter unless and until terminated by either party upon twelve months’ prior written notice. Transportation and Storage Agreement with OGE Energy EOIT provides no-notice load-following transportation and storage services to OGE Energy. On March 17, 2014, EOIT entered into a transportation agreement with OGE Energy, for four of its generating facilities, with a primary term of May 1, 2014 through April 30, 2019. On October 24, 2018, EOIT entered into a no-notice load-following transportation agreement with OGE Energy, with a primary term of April 1, 2019 through May 1, 2024. Following the primary term, the agreement will remain in effect from year to year thereafter unless either party provides notice of termination to the other party at least 180 days prior to the commencement of the succeeding annual period. On December 6, 2016, EOIT entered into an additional firm transportation agreement with OGE Energy, for one of its generating facilities with a primary term of December 1, 2018 through December 1, 2038. Gas Sales and Purchases Transactions The Partnership sells natural gas volumes to affiliates of CenterPoint Energy and OGE Energy or purchases natural gas volumes from affiliates of CenterPoint Energy through a combination of forward, monthly and daily transactions. The Partnership enters into these physical natural gas transactions in the normal course of business based upon relevant market prices. The Partnership’s revenues from affiliated companies accounted for 5% and 4% of total revenues during the three months ended September 30, 2019 and 2018 , respectively, and 6% and 5% of total revenues during the nine months ended September 30, 2019 and 2018 , respectively. Amounts of revenues from affiliated companies included in the Partnership’s Condensed Consolidated Statements of Income are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Gas transportation and storage service revenues — CenterPoint Energy $ 22 $ 22 $ 78 $ 79 Natural gas product sales — CenterPoint Energy 3 1 7 9 Gas transportation and storage service revenues — OGE Energy 9 9 35 27 Natural gas product sales — OGE Energy 4 1 5 3 Total revenues — affiliated companies $ 38 $ 33 $ 125 $ 118 Amounts of natural gas purchased from affiliated companies included in the Partnership’s Condensed Consolidated Statements of Income are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Cost of natural gas purchases — CenterPoint Energy $ — $ — $ — $ 2 Cost of natural gas purchases — OGE Energy 12 7 25 15 Total cost of natural gas purchases — affiliated companies $ 12 $ 7 $ 25 $ 17 Seconded employees and corporate services As of September 30, 2019 , the Partnership had certain employees who are participants under OGE Energy’s defined benefit and retiree medical plans, who will remain seconded to the Partnership, subject to certain termination rights of the Partnership and OGE Energy. The Partnership’s reimbursement of OGE Energy for seconded employee costs arising out of OGE Energy’s defined benefit and retiree medical plans is fixed at actual cost subject to a cap of $5 million in 2019 and thereafter, unless and until secondment is terminated. The Partnership receives services and support functions from each of CenterPoint Energy and OGE Energy under services agreements for an initial term that ended on April 30, 2016. The services agreements automatically extend year-to-year at the end of the initial term, unless terminated by the Partnership with at least 90 days’ notice prior to the end of any extension. Additionally, the Partnership may terminate the services agreements at any time with 180 days’ notice, if approved by the Board of Enable GP. The Partnership reimburses CenterPoint Energy and OGE Energy for these services up to annual caps, which for 2019 are $1 million and $1 million , respectively. Amounts charged to the Partnership by affiliates for seconded employees and corporate services, included primarily in Operation and maintenance and General and administrative expenses in the Partnership’s Condensed Consolidated Statements of Income are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Corporate Services — CenterPoint Energy $ — $ 1 $ — $ 2 Seconded Employee Costs — OGE Energy 4 6 15 21 Corporate Services — OGE Energy — — — 1 Total corporate services and seconded employee costs $ 4 $ 7 $ 15 $ 24 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Partnership is routinely involved in legal, environmental, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies regarding matters arising in the ordinary course of business. Some of these proceedings may from time to time involve substantial amounts. The Partnership regularly analyzes current information and, as necessary, provides accruals for probable liabilities on the eventual disposition of these matters. The Partnership does not currently expect the disposition of these matters to have a material adverse effect on its financial condition, results of operations or cash flows. On January 1, 2017, the Partnership entered into a 10 -year gathering and processing agreement, which became effective on July 1, 2018, with an affiliate of Energy Transfer Partners, LP for 400 MMcf/d of deliveries to the Godley Plant in Johnson County, Texas. As of September 30, 2019 , the Partnership estimates the remaining associated 10 -year minimum volume commitment fee to be $198 million . On September 13, 2018, the Partnership executed a precedent agreement for the development of the Gulf Run Pipeline, an interstate natural gas transportation project. On January 30, 2019, a final investment decision was made by Golden Pass LNG, the cornerstone shipper for the LNG facility to be served by the Gulf Run Pipeline project. Subject to approval of the project by FERC, the Partnership will be required to construct a large-diameter pipeline from northern Louisiana to Gulf Coast markets. In addition, the Partnership may transfer existing EGT transportation infrastructure to the Gulf Run Pipeline. Under the precedent agreement, the Partnership estimates the cost to complete the Gulf Run Pipeline project would be as much as $550 million and the project is backed by a 20 -year firm transportation service. The Gulf Run Pipeline connects natural gas producing regions in the U.S., including the Haynesville, Marcellus, Utica and Barnett shales and the Mid-Continent region. The project is expected to be placed into service in 2022. On September 23, 2019, the Partnership entered into an agreement to sell its undivided 1/12th interest in the Bistineau Storage Facility in Louisiana for approximately $19 million . Until such time as the sale closes, the Partnership will continue to utilize this facility to provide storage services to its customers. Subject to approval by FERC, the Partnership anticipates closing the sale on April 1, 2020. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation The following table summarizes the Partnership’s equity-based compensation expense for the three and nine months ended September 30, 2019 and 2018 related to performance units, restricted units and phantom units for the Partnership’s employees and independent directors: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Performance units $ 3 $ 2 $ 8 $ 7 Restricted units — — — 1 Phantom units 1 2 5 4 Total compensation expense $ 4 $ 4 $ 13 $ 12 The following table presents the assumptions related to the performance share units granted in 2019. 2019 Number of units granted 610,170 Fair value of units granted $ 19.95 Expected distribution yield 8.38 % Expected price volatility 34.2 % Risk-free interest rate 2.54 % Expected life of units (in years) 3 The following table presents the number of phantom units granted and the grant date fair value related to the phantom units granted in 2019. 2019 Phantom Units granted 603,571 Fair value of phantom units granted $14.04 - $15.04 Units Outstanding A summary of the activity for the Partnership’s performance units and phantom units applicable to the Partnership’s employees at September 30, 2019 and changes during 2019 are shown in the following table. Performance Units Phantom Units Number of Units Weighted Average Grant-Date Fair Value, Per Unit Number of Units Weighted Average Grant-Date Fair Value, Per Unit (In millions, except unit data) Units outstanding at December 31, 2018 2,109,835 $ 14.33 1,447,590 $ 12.38 Granted (1) 610,170 19.95 603,571 15.00 Vested (2) (1,162,512 ) 11.01 (589,481 ) 8.51 Forfeited (53,875 ) 18.70 (59,004 ) 14.81 Units outstanding at September 30, 2019 1,503,618 $ 19.02 1,402,676 $ 15.03 Aggregate intrinsic value of units outstanding at September 30, 2019 $ 18 $ 17 _____________________ (1) Performance units represents the target number of performance units granted. The actual number of performance units earned, if any, is dependent upon performance and may range from 0% to 200% of the target. (2) Performance units vested as of September 30, 2019 include 1,103,761 and 26,986 units from 2016 grants, which were approved by the Board of Directors in 2016 and paid out at 200% , or 2,207,522 units on March 1, 2019 and 53,972 units on September 6, 2019, based on the level of achievement of a performance goal established by the Board of Directors over the performance period of January 1, 2016 through December 31, 2018 . Unrecognized Compensation Cost A summary of the Partnership’s unrecognized compensation cost for its non-vested performance units and phantom units, and the weighted-average periods over which the compensation cost is expected to be recognized are shown in the following table. September 30, 2019 Unrecognized Compensation Cost (In millions) Weighted Average Period for Recognition (In years) Performance Units $ 15 1.54 Phantom Units 11 1.56 Total $ 26 As of September 30, 2019 , there were 6,284,006 units available for issuance under the long-term incentive plan. |
Reportable Segments
Reportable Segments | 9 Months Ended | |
Sep. 30, 2019 | ||
Segment Reporting [Abstract] | ||
Reportable Segments | Reportable Segments The Partnership’s determination of reportable segments considers the strategic operating units under which it manages sales, allocates resources and assesses performance of various products and services to customers in differing regulatory environments. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies excerpt in the Partnership’s audited 2018 consolidated financial statements included in the Annual Report. The Partnership uses operating income as the measure of profit or loss for its reportable segments. The Partnership’s assets and operations are organized into two reportable segments: (i) gathering and processing, which primarily provides natural gas and crude oil gathering and natural gas processing services to our producer customers, and (ii) transportation and storage, which provides interstate and intrastate natural gas pipeline transportation and storage service primarily to our producer, power plant, LDC and industrial end-user customers. Financial data for reportable segments are as follows: Three Months Ended September 30, 2019 Gathering and Processing Transportation (1) and Storage Eliminations Total (In millions) Product sales $ 294 $ 100 $ (74 ) $ 320 Service revenues 248 134 (3 ) 379 Total Revenues 542 234 (77 ) 699 Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately) 238 102 (77 ) 263 Operation and maintenance, General and administrative 79 57 — 136 Depreciation and amortization 77 31 — 108 Taxes other than income tax 10 7 — 17 Operating income $ 138 $ 37 $ — $ 175 Total Assets $ 9,902 $ 5,839 $ (3,306 ) $ 12,435 Capital expenditures $ 70 $ 31 $ — $ 101 Three Months Ended September 30, 2018 Gathering and Processing Transportation (1) and Storage Eliminations Total (In millions) Product sales $ 528 $ 153 $ (128 ) $ 553 Service revenues 250 128 (3 ) 375 Total Revenues 778 281 (131 ) 928 Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately) 493 152 (129 ) 516 Operation and maintenance, General and administrative 78 48 — 126 Depreciation and amortization 66 34 — 100 Taxes other than income tax 9 6 — 15 Operating income $ 132 $ 41 $ (2 ) $ 171 Total assets as of December 31, 2018 $ 9,874 $ 5,805 $ (3,235 ) $ 12,444 Capital expenditures $ 125 $ 51 $ — $ 176 _____________________ (1) See Note 8 for discussion regarding ownership interests in SESH and related equity earnings included in the transportation and storage segment for the three and nine months ended September 30, 2019 and 2018 . Nine Months Ended September 30, 2019 Gathering and Processing Transportation (1) and Storage Eliminations Total (In millions) Product sales $ 1,096 $ 381 $ (321 ) $ 1,156 Service revenues 663 421 (11 ) 1,073 Total Revenues 1,759 802 (332 ) 2,229 Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately) 895 394 (331 ) 958 Operation and maintenance, General and administrative 238 152 (1 ) 389 Depreciation and amortization 229 94 — 323 Taxes other than income tax 31 21 — 52 Operating income $ 366 $ 141 $ — $ 507 Total Assets $ 9,902 $ 5,839 $ (3,306 ) $ 12,435 Capital expenditures $ 267 $ 86 $ — $ 353 Nine Months Ended September 30, 2018 Gathering and Processing Transportation (1) and Storage Eliminations Total (In millions) Product sales $ 1,411 $ 442 $ (356 ) $ 1,497 Service revenues 599 395 (10 ) 984 Total Revenues 2,010 837 (366 ) 2,481 Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately) 1,262 438 (365 ) 1,335 Operation and maintenance, General and administrative 230 141 (1 ) 370 Depreciation and amortization 191 101 — 292 Taxes other than income tax 29 19 — 48 Operating income $ 298 $ 138 $ — $ 436 Total assets as of December 31, 2018 $ 9,874 $ 5,805 $ (3,235 ) $ 12,444 Capital expenditures $ 416 $ 135 $ — $ 551 _____________________ (1) See Note 8 for discussion regarding ownership interests in SESH and related equity earnings included in the transportation and storage segment for the three and nine months ended September 30, 2019 and 2018 . | [1] |
[1] | See Note 8 for discussion regarding ownership interests in SESH and related equity earnings included in the transportation and storage segment for the three and nine months ended September 30, 2019 and 2018 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Enable Midstream Partners, LP is a Delaware limited partnership whose assets and operations are organized into two reportable segments: (i) gathering and processing and (ii) transportation and storage. The gathering and processing segment primarily provides natural gas and crude oil gathering and natural gas processing services to our producer customers. The transportation and storage segment provides interstate and intrastate natural gas pipeline transportation and storage services primarily to our producer, power plant, LDC and industrial end-user customers. The Partnership’s natural gas gathering and processing assets are primarily located in Oklahoma, Texas, Arkansas and Louisiana and serve natural gas production in the Anadarko, Arkoma and Ark-La-Tex Basins. Crude oil gathering assets are located in Oklahoma and serve crude oil production in the SCOOP and STACK plays of the Anadarko Basin and in North Dakota and serve crude oil production in the Bakken Shale formation of the Williston Basin. The Partnership’s natural gas transportation and storage assets consist primarily of an interstate pipeline system extending from western Oklahoma and the Texas Panhandle to Louisiana, an interstate pipeline system extending from Louisiana to Illinois, an intrastate pipeline system in Oklahoma, and our investment in SESH, a pipeline extending from Louisiana to Alabama. CenterPoint Energy and OGE Energy each have 50% of the management interests in Enable GP. Enable GP is the general partner of the Partnership and has no other operating activities. Enable GP is governed by a board made up of two representatives designated by each of CenterPoint Energy and OGE Energy, along with the Partnership’s Chief Executive Officer and three independent board members CenterPoint Energy and OGE Energy mutually agreed to appoint. CenterPoint Energy and OGE Energy also own a 40% and 60% interest, respectively, in the incentive distribution rights held by Enable GP. As of September 30, 2019 , CenterPoint Energy held approximately 53.7% or 233,856,623 of the Partnership’s common units, and OGE Energy held approximately 25.5% or 110,982,805 of the Partnership’s common units. Additionally, CenterPoint Energy holds 14,520,000 Series A Preferred Units. The limited partner interests of the Partnership have limited voting rights on matters affecting the business. As such, limited partners do not have rights to elect the Partnership’s general partner on an annual or continuing basis and may not remove Enable GP, its current general partner, without at least a 75% vote by all unitholders, including all units held by the Partnership’s limited partners, and Enable GP and its affiliates, voting together as a single class. As of September 30, 2019 , the Partnership owned a 50% interest in SESH. See Note 8 for further discussion of SESH. For the nine months ended September 30, 2019 , the Partnership held a 50% ownership in Atoka and consolidated Atoka in its Condensed Consolidated Financial Statements as EOIT acted as the managing member of Atoka and had control over the operations of Atoka. In addition, beginning November 1, 2018 through September 30, 2019 , the Partnership owned a 60% interest in ESCP, which is consolidated in its Condensed Consolidated Financial Statements as EOCS acted as the managing member of ESCP and had control over the operations of ESCP. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements and related notes of the Partnership have been prepared pursuant to the rules and regulations of the SEC and GAAP. Pursuant to such rules and regulations, certain disclosures normally included in financial statements prepared in accordance with GAAP have been omitted. The accompanying condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report. The condensed consolidated financial statements and the related notes reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the respective periods. Amounts reported in the Partnership’s Condensed Consolidated Statements of Income are not necessarily indicative of amounts expected for a full-year period due to the effects of, among other things, (a) seasonal fluctuations in demand for energy and energy services, (b) changes in energy commodity prices, (c) timing of maintenance and other expenditures and (d) acquisitions and dispositions of businesses, assets and other interests. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Depreciation Expense | Depreciation Expense The Partnership completed a depreciation study for the Gathering and Processing and Transportation and Storage segments. Effective January 1, 2019, the new depreciation rates have been applied prospectively as a change in accounting estimate. The new depreciation rates did not result in a material change in depreciation expense or results of operations. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts |
Inventory | Inventory |
New Accounting Pronouncements | New Accounting Pronouncements Accounting Standards to be Adopted in Future Periods Financial Instruments—Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This standard requires entities to measure all expected credit losses of financial assets held at a reporting date based on historical experience, current conditions, and reasonable and supportable forecasts in order to record credit losses in a more timely manner. ASU 2016-13 also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The standard is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for interim and annual periods beginning after December 15, 2018. The Partnership expects to adopt this standard in the first quarter of 2020 and does not expect the adoption of this standard to have a material impact on our Condensed Consolidated Financial Statements and related disclosures. Intangibles—Goodwill and Other In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This standard requires entities to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The standard is effective for interim and annual reporting periods beginning after December 15, 2019. The Partnership does not expect the adoption of this standard to have a material impact on our Condensed Consolidated Financial Statements and related disclosures. Fair Value Measurement—Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” which focuses on improving the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by U.S. GAAP that is most important to users of each entity’s financial statements. The standard is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted. The Partnership expects to adopt this standard in the first quarter of 2020 and continues to evaluate the other impacts of the new standards on our Condensed Consolidated Financial Statements and related disclosures. Intangibles—Goodwill and Other—Internal-Use Software In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which aims to reduce complexity in the accounting for costs of implementing a cloud computing service arrangement. ASU No. 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for interim and annual periods beginning after December 15, 2019. The Partnership does not expect the adoption of this standard to have a material impact on our Condensed Consolidated Financial Statements and related disclosures. Collaborative Arrangements In November 2018, the FASB issued ASU No. 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606.” This standard resolves the diversity in practice concerning the manner in which entities account for transactions on the basis of their view of the economics of the collaborative arrangement. The amendments (1) clarify that certain transactions between collaborative participants should be accounted for as revenue under topic 606 when the collaborative participant is a customer in the context of the unit of account; (2) add unit-of-account guidance in Topic 808 to align with the guidance in Topic 606; and (3) clarify that in a transaction that is not directly related to sales to third parties, presenting the transaction as revenue would be precluded if the collaborative participant counterparty was not a customer. The standard is effective for interim and annual periods beginning after December 15, 2019. The Partnership does not expect the adoption of this standard to have a material impact on our Condensed Consolidated Financial Statements and related disclosures. Codification Improvements |
Derivatives Instruments and Hedging Activities | The Partnership is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are commodity price and interest rate risks. The Partnership is also exposed to credit risk in its business operations. Commodity Price Risk The Partnership uses forward physical contracts, commodity price swap contracts and commodity price option features to manage its commodity price risk exposures. Commodity derivative instruments used by the Partnership are as follows: • 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 price exposure associated with its gathering, processing, transportation and storage assets, contracts and asset management activities. Normal purchases and normal sales contracts are not recorded in Other Assets or Liabilities in the Condensed Consolidated Balance Sheets and earnings are recognized and recorded in the period in which physical delivery of the commodity occurs. Management applies normal purchases and normal sales treatment to: (i) commodity contracts for the purchase and sale of natural gas used in or produced by the Partnership’s operations and (ii) commodity contracts for the purchase and sale of NGLs produced by its gathering and processing business. The Partnership recognizes its non-exchange traded derivative instruments as Other Assets or Liabilities in the Condensed Consolidated Balance Sheets at fair value with such amounts classified as current or long-term based on their anticipated settlement. Exchange traded transactions are settled on a net basis daily through margin accounts with a clearing broker and are recorded as Other Assets or Liabilities in the Condensed Consolidated Balance Sheets at fair value on a net basis with such amounts classified as current or long-term based on their anticipated settlement. As of September 30, 2019 and December 31, 2018 , the Partnership had no commodity derivative instruments that were designated as cash flow or fair value hedges for accounting purposes. Interest Rate Risk The Partnership uses interest rate swap contracts to manage its interest rate risk exposures. The Partnership recognizes its interest rate derivative instruments as Other Assets or Liabilities in the Condensed Consolidated Balance Sheets at fair value with such amounts classified as current or long-term based on their anticipated settlement. The Partnership’s interest rate swap contracts are designated as cash flow hedging instruments for accounting purposes. For interest rate derivative instruments designated as cash flow hedging instruments, the gain or loss on the derivative is recognized currently in Accumulated other comprehensive loss and will be reclassified to Interest expense in the same period the hedged transaction affects earnings. As of September 30, 2019 , the Partnership had no interest rate derivative instruments that were designated as fair value hedges for accounting purposes. As of December 31, 2018 , the Partnership had no outstanding interest rate derivative instruments. Credit Risk Credit risk includes the risk that counterparties that owe the Partnership money or energy will breach their obligations. If the counterparties to these arrangements fail to perform, the Partnership may seek or be forced to enter into alternative arrangements. In that event, the Partnership’s financial results could be adversely affected, and the Partnership could incur losses. Derivatives Not Designated as Hedging Instruments Derivative instruments not designated as hedging instruments for accounting purposes are utilized to manage its exposure to commodity price risk. For derivative instruments not designated as hedging instruments, the gain or loss on the derivative is recognized currently in earnings. Quantitative Disclosures Related to Derivative Instruments Not Designated as Hedging Instruments The majority of natural gas physical purchases and sales not designated as hedges for accounting purposes are priced based on a monthly or daily index, and the fair value is subject to little or no market price risk. Natural gas physical sales volumes exceed natural gas physical purchase volumes due to the marketing of natural gas volumes purchased via the Partnership’s processing contracts, which are not derivative instruments. |
Fair Value Measurements | Certain assets and liabilities are recorded at fair value in the Condensed Consolidated Balance Sheets and are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined below and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities are as follows: Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Instruments classified as Level 1 include natural gas futures, swaps and options transactions for contracts traded on either the NYMEX or the ICE and settled through either a NYMEX or ICE clearing broker. Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability. Fair value assets and liabilities that are generally included in this category are derivatives with fair values based on inputs from actively quoted markets. Instruments classified as Level 2 generally include over-the-counter natural gas swaps, natural gas swaptions, natural gas basis swaps and natural gas purchase and sales transactions in markets such that the pricing is closely related to the NYMEX or the ICE pricing, over-the-counter WTI crude oil swaps and swaptions for condensate sales, and over-the-counter interest rate swaps traded in observable markets with less volume and transaction frequency than active markets. We consider the valuation of our interest rate derivatives as Level 2 as the primary input, the LIBOR curve, is based on quotes from an active exchange of Eurodollar futures for the same period as the future interest swap settlements. Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Unobservable inputs reflect the Partnership’s judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Partnership develops these inputs based on the best information available, including the Partnership’s own data. The Partnership utilizes the market approach in determining the fair value of its derivative positions by using either NYMEX, ICE or WTI published market prices, independent broker pricing data or broker/dealer valuations. The valuations of derivatives with pricing based on NYMEX or ICE published market prices may be considered Level 1 if they are settled through a NYMEX or ICE clearing broker account with daily margining. Over-the-counter derivatives with NYMEX, ICE or WTI based prices are considered Level 2 due to the impact of counterparty credit risk. Valuations based on independent broker pricing or broker/dealer valuations may be classified as Level 2 only to the extent they may be validated by an additional source of independent market data for an identical or closely related active market. Certain derivatives with option features may be classified as Level 2 if valued using an industry standard Black-Scholes option pricing model that contain observable inputs in the marketplace throughout the term of the derivative instrument. In certain less liquid markets or for longer-term contracts, forward prices are not as readily available. In these circumstances, contracts are valued using internally developed methodologies that consider historical relationships among various quoted prices in active markets that result in management’s best estimate of fair value. These contracts are classified as Level 3. As of September 30, 2019 , there were no contracts classified as Level 3. The Partnership determines the appropriate level for each financial asset and liability on a quarterly basis and recognizes transfers between levels at the end of the reporting period. For the three and nine months ended September 30, 2019 , there were no transfers between levels. The impact to the fair value of derivatives due to credit risk is calculated using the probability of default based on Standard & Poor’s Ratings Services and/or internally generated ratings. The fair value of derivative assets is adjusted for credit risk. The fair value of derivative liabilities is adjusted for credit risk only if the impact is deemed material. |
Contracts with Master Netting Arrangements | Contracts with Master Netting Arrangements Fair value amounts recognized for forward, interest rate swap, option and other conditional or exchange contracts executed with the same counterparty under a master netting arrangement may be offset. The reporting entity’s choice to offset or not must be applied consistently. A master netting arrangement exists if the reporting entity has multiple contracts, whether for the same type of conditional or exchange contract or for different types of contracts, with a single counterparty that are subject to a contractual agreement that provides for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract. Offsetting the fair values recognized for forward, interest rate swap, option and other conditional or exchange contracts outstanding with a single counterparty results in the net fair value of the transactions being reported as an asset or a liability in the Condensed Consolidated Balance Sheets. The Partnership has presented the fair values of its derivative contracts under master netting agreements using a net fair value presentation. |
Reportable Segments | The Partnership’s determination of reportable segments considers the strategic operating units under which it manages sales, allocates resources and assesses performance of various products and services to customers in differing regulatory environments. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies excerpt in the Partnership’s audited 2018 consolidated financial statements included in the Annual Report. The Partnership uses operating income as the measure of profit or loss for its reportable segments. The Partnership’s assets and operations are organized into two reportable segments: (i) gathering and processing, which primarily provides natural gas and crude oil gathering and natural gas processing services to our producer customers, and (ii) transportation and storage, which provides interstate and intrastate natural gas pipeline transportation and storage service primarily to our producer, power plant, LDC and industrial end-user customers. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables disaggregate total revenues by major source from contracts with customers and the gain (loss) on derivative activity for the three and nine months ended September 30, 2019 and 2018 . Three Months Ended September 30, 2019 Gathering and Transportation Eliminations Total (In millions) Revenues: Product sales: Natural gas $ 69 $ 95 $ (69 ) $ 95 Natural gas liquids 191 5 (5 ) 191 Condensate 26 — — 26 Total revenues from natural gas, natural gas liquids, and condensate 286 100 (74 ) 312 Gain (loss) on derivative activity 8 — — 8 Total Product sales $ 294 $ 100 $ (74 ) $ 320 Service revenues: Demand revenues $ 97 $ 119 $ — $ 216 Volume-dependent revenues 151 15 (3 ) 163 Total Service revenues $ 248 $ 134 $ (3 ) $ 379 Total Revenues $ 542 $ 234 $ (77 ) $ 699 Three Months Ended September 30, 2018 Gathering and Transportation Eliminations Total (In millions) Revenues: Product sales: Natural gas $ 87 $ 146 $ (120 ) $ 113 Natural gas liquids 439 7 (7 ) 439 Condensate 25 — — 25 Total revenues from natural gas, natural gas liquids, and condensate 551 153 (127 ) 577 Loss on derivative activity (23 ) — (1 ) (24 ) Total Product sales $ 528 $ 153 $ (128 ) $ 553 Service revenues: Demand revenues $ 92 $ 114 $ — $ 206 Volume-dependent revenues 158 14 (3 ) 169 Total Service revenues $ 250 $ 128 $ (3 ) $ 375 Total Revenues $ 778 $ 281 $ (131 ) $ 928 |
Schedule of Accounts Receivable | September 30, December 31, (In millions) Accounts Receivable: Customers $ 281 $ 297 Contract assets (1) 4 6 Non-customers 5 6 Total Accounts Receivable (2) $ 290 $ 309 ____________________ (1) Contract assets reflected in Total Accounts Receivable include accrued minimum volume commitments. Contract assets are primarily attributable to revenues associated with estimated shortfall volumes on certain annual minimum volume commitment arrangements. Total Accounts Receivable does not include $5 million of contracts assets related to firm service transportation contracts with tiered rates, which are reflected in Other Assets. (2) Total Accounts Receivable includes Accounts receivable, net of allowance for doubtful accounts and Accounts receivable—affiliated companies. |
Summary of Timing Recognition of Contract Liabilities | The table below summarizes the timing of recognition of these contract liabilities as of September 30, 2019 : 2019 2020 2021 2022 2023 and After (In millions) Deferred revenues $ 19 $ 6 $ 5 $ 5 $ 11 |
Summary of Timing Recognition of Remaining Performance Obligations | The table below summarizes the timing of recognition of the remaining performance obligations as of September 30, 2019 : 2019 2020 2021 2022 2023 and After (In millions) Transportation and Storage $ 119 $ 419 $ 229 $ 172 $ 822 Gathering and Processing 47 163 136 138 460 Total remaining performance obligations $ 166 $ 582 $ 365 $ 310 $ 1,282 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The table below summarizes the change in the contract liabilities for the nine months ended September 30, 2019 : September 30, December 31, Amounts recognized in revenues (In millions) Deferred revenues $ 46 $ 48 $ 23 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Summary of Lease Expense | The table below summarizes lease expense for the three and nine months ended September 30, 2019 : Three Months Ended September 30, 2019 Gathering and Transportation Total (In millions) Lease Expense: Lease Cost: Operating lease cost $ 2 $ — $ 2 Short-term lease cost 3 1 4 Variable lease cost 1 — 1 Total Lease Cost $ 6 $ 1 $ 7 |
Schedule of Operating Lease Obligations Expiration | Undiscounted cash flows for operating lease liabilities are as follows: Year Ended December 31, 2019 2020 2021 2022 2023 2024 and After Total (In millions) Noncancellable operating leases $ 11 $ 11 $ 7 $ 6 $ 6 $ 15 $ 56 |
Operating Lease Obligation under ASC 840 | Under ASC 840, as of December 31, 2018 , the Partnership had the following operating lease obligations as well as the estimate of the period in which the obligation will be settled: Year Ended December 31, 2019 2020-2021 2022-2023 After 2023 Total (In millions) Noncancellable operating leases $ 14 $ 6 $ 6 $ 14 $ 40 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | Purchase price allocation: Assets acquired: Cash $ 1 Current Assets 3 Property, plant and equipment 124 Intangibles 259 Goodwill 86 Liabilities assumed: Current liabilities 1 Less: Non-Controlling Interest at fair value 28 Total identifiable net assets $ 444 |
Earnings Per Limited Partner _2
Earnings Per Limited Partner Unit (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule Of Earnings Per Unit For Common And Subordinated Limited Partner Units | The following table illustrates the Partnership’s calculation of earnings per unit for common units: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions, except per unit data) Net income $ 133 $ 139 $ 380 $ 348 Net income attributable to noncontrolling interest 1 1 2 1 Series A Preferred Unit distributions 9 9 27 27 General partner interest in net income — — — — Net income available to common unitholders $ 123 $ 129 $ 351 $ 320 Net income allocable to common units $ 123 $ 129 $ 351 $ 320 Dilutive effect of Series A Preferred Unit distributions — — — — Diluted net income allocable to common units $ 123 $ 129 $ 351 $ 320 Basic earnings per unit Common units $ 0.28 $ 0.30 $ 0.81 $ 0.74 Basic weighted average number of common units outstanding (1) 437 435 436 434 Dilutive effect of Series A Preferred Units — — — — Dilutive effect of performance units — 1 — 2 Diluted weighted average number of common units outstanding 437 436 436 436 Diluted earnings per unit Common units $ 0.28 $ 0.30 $ 0.81 $ 0.73 ____________________ (1) Basic weighted average number of outstanding common units includes approximately two million time-based phantom units for each of the three months ended September 30, 2019 and 2018 , respectively, and one million time-based phantom units for each of the nine months ended September 30, 2019 and 2018 , respectively. |
Partners' Equity (Tables)
Partners' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Equity Transactions with Limited Partner | The Partnership paid or has authorized payment of the following cash distributions to common unitholders, as applicable, during 2018 and 2019 (in millions, except for per unit amounts): Three Months Ended Record Date Payment Date Per Unit Distribution Total Cash Distribution September 30, 2019 (1) November 19, 2019 November 26, 2019 $ 0.3305 $ 144 June 30, 2019 August 20, 2019 August 27, 2019 0.3305 144 March 31, 2019 May 21, 2019 May 29, 2019 0.318 138 December 31, 2018 February 19, 2019 February 26, 2019 0.318 138 September 30, 2018 November 16, 2018 November 29, 2018 0.318 138 June 30, 2018 August 21, 2018 August 28, 2018 0.318 138 March 31, 2018 May 22, 2018 May 29, 2018 0.318 138 _____________________ (1) The Board of Directors declared this $0.3305 per common unit cash distribution on November 5, 2019 , to be paid on November 26, 2019 to common unitholders of record at the close of business on November 19, 2019 |
Schedule of Cash Distributions to Series A Preferred Unitholders | The Partnership paid or has authorized payment of the following cash distributions to holders of the Series A Preferred Units during 2018 and 2019 (in millions, except for per unit amounts): Three Months Ended Record Date Payment Date Per Unit Distribution Total Cash Distribution September 30, 2019 (1) November 5, 2019 November 14, 2019 $ 0.625 $ 9 June 30, 2019 August 2, 2019 August 14, 2019 0.625 9 March 31, 2019 April 29, 2019 May 15, 2019 0.625 9 December 31, 2018 February 8, 2019 February 14, 2019 0.625 9 September 30, 2018 November 6, 2018 November 14, 2018 0.625 9 June 30, 2018 August 1, 2018 August 14, 2018 0.625 9 March 31, 2018 May 1, 2018 May 15, 2018 0.625 9 _____________________ (1) The Board of Directors declared a $0.625 per Series A Preferred Unit cash distribution on November 5, 2019 , to be paid on November 14, 2019 , to Series A Preferred unitholders of record at the close of business on November 5, 2019 . |
Investment in Equity Method A_2
Investment in Equity Method Affiliate (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investments Detail | SESH: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Equity in Earnings of Equity Method Affiliate $ 5 $ 7 $ 12 $ 20 Distributions from Equity Method Affiliate (1) $ 4 $ 10 $ 20 $ 31 ___________________ (1) Distributions from equity method affiliate includes a $12 million and $20 million return on investment and a $8 million and $11 million return of investment for the nine months ended September 30, 2019 and 2018 , respectively. Summarized financial information of SESH: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Income Statements: Revenues $ 27 $ 29 $ 81 $ 85 Operating income $ 15 $ 18 $ 37 $ 51 Net income $ 10 $ 13 $ 24 $ 38 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents the Partnership’s outstanding debt as of September 30, 2019 and December 31, 2018 . September 30, 2019 December 31, 2018 Outstanding Principal Premium (Discount) Total Debt Outstanding Principal Premium (Discount) Total Debt (In millions) Commercial Paper $ 182 $ — $ 182 $ 649 $ — $ 649 Revolving Credit Facility — — — 250 — 250 2019 Term Loan Agreement 800 — 800 — — — 2019 Notes — — — 500 — 500 2024 Notes 600 — 600 600 — 600 2027 Notes 700 (2 ) 698 700 (2 ) 698 2028 Notes 800 (6 ) 794 800 (6 ) 794 2029 Notes 550 (1 ) 549 — — — 2044 Notes 550 — 550 550 — 550 EOIT Senior Notes 250 3 253 250 7 257 Total debt $ 4,432 $ (6 ) $ 4,426 $ 4,299 $ (1 ) $ 4,298 Less: Short-term debt (1) 182 649 Less: Current portion of long-term debt (2) 253 500 Less: Unamortized debt expense (3) 23 20 Total long-term debt $ 3,968 $ 3,129 ____________________ (1) Short-term debt includes $182 million and $649 million of outstanding commercial paper as of September 30, 2019 and December 31, 2018 , respectively. (2) As of September 30, 2019 , Current portion of long-term debt included $253 million outstanding balance of the EOIT Senior Notes due March 15, 2020. As of December 31, 2018 , Current portion of long-term debt included $500 million outstanding balance of the 2019 Notes due May 15, 2019. (3) As of September 30, 2019 and December 31, 2018 , there was an additional $5 million and $6 million , respectively, of unamortized debt expense related to the Revolving Credit Facility included in Other assets, not included above. |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | As of September 30, 2019 and December 31, 2018 , the Partnership had the following derivative instruments that were not designated as hedging instruments for accounting purposes: September 30, 2019 December 31, 2018 Gross Notional Volume Purchases Sales Purchases Sales Natural gas— TBtu (1) Financial fixed futures/swaps 13 22 16 28 Financial basis futures/swaps 16 40 18 29 Financial swaptions (3) — 3 — 1 Physical purchases/sales — 7 — 11 Crude oil (for condensate)— MBbl (2) Financial futures/swaps — 915 — 945 Financial swaptions (3) — 90 — 30 Natural gas liquids— MBbl (4) Financial futures/swaps 3,210 3,165 270 2,535 ____________________ (1) As of September 30, 2019 , 85.6% of the natural gas contracts had durations of one year or less and 14.4% had durations of more than one year and less than two years. 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. (2) As of September 30, 2019 , 83.6% of the crude oil (for condensate) contracts had durations of one year or less and 16.4% had durations of more than one year and less than two years. 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. (3) The notional 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 September 30, 2019 , 69.2% of the natural gas liquids contracts had durations of one year or less and 30.8% had durations of more than one year and less than two years. As of December 31, 2018 , 86.1% of the natural gas liquid 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 September 30, 2019 and December 31, 2018 , the Partnership had the following derivative instruments that were designated as hedging instruments for accounting purposes: September 30, 2019 December 31, 2018 Gross Notional Value (In millions) Interest rate swaps $ 300 $ — The fair value of the derivative instruments that are presented in the Partnership’s Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 that were designated as hedging instruments for accounting purposes are as follows: September 30, 2019 December 31, 2018 Fair Value Instrument Balance Sheet Location Assets Liabilities Assets Liabilities (In millions) Interest rate swaps Other Current $ — $ 1 $ — $ — Interest rate swaps Other — 3 — — Total gross interest rate derivatives (1) $ — $ 4 $ — $ — _____________________ (1) All interest rate derivative instruments that were designated as cash flow hedges are considered Level 2 as of September 30, 2019 . |
Schedule of Derivative Assets at Fair Value | The fair value of the derivative instruments that are presented in the Partnership’s Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 that were not designated as hedging instruments for accounting purposes are as follows: September 30, 2019 December 31, 2018 Fair Value Instrument Balance Sheet Location Assets Liabilities Assets Liabilities (In millions) Natural gas Financial futures/swaps Other Current $ 10 $ 6 $ 3 $ 5 Financial futures/swaps Other — 1 — 2 Physical purchases/sales Other Current 4 — 3 — Physical purchases/sales Other 1 — 4 — Crude oil (for condensate) Financial futures/swaps Other Current 4 14 9 3 Financial futures/swaps Other — 8 2 — Natural gas liquids Financial futures/swaps Other Current 26 5 10 1 Financial futures/swaps Other 10 2 2 — Total gross commodity derivatives (1) $ 55 $ 36 $ 33 $ 11 _____________________ (1) See Note 11 for a reconciliation of the Partnership’s commodity derivatives fair value to the Partnership’s Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 . |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table presents the effect of derivative instruments on the Partnership’s Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2019 and 2018 : Amounts Recognized in Income Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Natural gas Financial futures/swaps gains (losses) $ 2 $ (1 ) $ 10 $ (6 ) Physical purchases/sales gains 1 — 1 5 Crude oil (for condensate) Financial futures/swaps losses (8 ) (4 ) (29 ) (14 ) Natural gas liquids Financial futures/swaps gains (losses) 13 (19 ) 32 (23 ) Interest Rates Financial futures/swaps gains (losses) — — — — Total $ 8 $ (24 ) $ 14 $ (38 ) |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location | The following table presents the components of gain (loss) on derivative activity in the Partnership’s Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Change in fair value of commodity derivatives $ (2 ) $ (16 ) $ (3 ) $ (28 ) Realized gain (loss) on commodity derivatives 10 (8 ) 17 (10 ) Gain (loss) on commodity derivative activity $ 8 $ (24 ) $ 14 $ (38 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value and Carrying Amount of Financial Instruments | The following table summarizes the fair value and carrying amount of the Partnership’s financial instruments as of September 30, 2019 and December 31, 2018 . September 30, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value (In millions) Debt Revolving Credit Facility (Level 2) (1) $ — $ — $ 250 $ 250 2019 Term Loan Agreement (Level 2) 800 800 — — 2019 Notes (Level 2) — — 500 497 2024 Notes (Level 2) 600 612 600 571 2027 Notes (Level 2) 698 701 698 642 2028 Notes (Level 2) 794 829 794 764 2029 Notes (Level 2) 549 529 — — 2044 Notes (Level 2) 550 500 550 445 EOIT Senior Notes (Level 2) 253 253 257 256 ____________________ (1) Borrowing capacity is effectively reduced by our borrowings outstanding under the commercial paper program. $182 million and $649 million of commercial paper was outstanding as of September 30, 2019 and December 31, 2018 , respectively. |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables summarize the Partnership’s other assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018 : September 30, 2019 Commodity Contracts Gas Imbalances (1) Assets Liabilities Assets (2) Liabilities (3) (In millions) Quoted market prices in active market for identical assets (Level 1) $ 8 $ 28 $ — $ — Significant other observable inputs (Level 2) 47 8 8 8 Unobservable inputs (Level 3) — — — — Total fair value 55 36 8 8 Netting adjustments (36 ) (36 ) — — Total $ 19 $ — $ 8 $ 8 December 31, 2018 Commodity Contracts Gas Imbalances (1) Assets Liabilities Assets (2) Liabilities (3) (In millions) Quoted market prices in active market for identical assets (Level 1) $ 4 $ 9 $ — $ — Significant other observable inputs (Level 2) 29 2 18 17 Unobservable inputs (Level 3) — — — — Total fair value 33 11 18 17 Netting adjustments (9 ) (9 ) — — Total $ 24 $ 2 $ 18 $ 17 ______________________ (1) The Partnership uses the market approach to fair value its gas imbalance assets and liabilities at individual, or where appropriate an average of, current market indices applicable to the Partnership’s operations, not to exceed net realizable value. There were no netting adjustments as of September 30, 2019 and December 31, 2018 . (2) Gas imbalance assets exclude fuel reserves for under retained fuel due from shippers of $15 million and $11 million at September 30, 2019 and December 31, 2018 , 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 $9 million and $5 million at September 30, 2019 and December 31, 2018 , 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. |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides information regarding supplemental cash flow information: Nine Months Ended September 30, 2019 2018 (In millions) Supplemental Disclosure of Cash Flow Information: Cash Payments: Interest, net of capitalized interest $ 131 $ 90 Income taxes, net of refunds 1 3 Non-cash transactions: Accounts payable related to capital expenditures 26 56 Lease liabilities arising from the application of ASC 842 42 — |
Schedule of Restricted Cash and Cash Equivalents | The following table reconciles cash and cash equivalents and restricted cash on the Condensed Consolidated Balance Sheets to cash, cash equivalents and restricted cash on the Condensed Consolidated Statements of Cash Flows: September 30, 2019 2018 (In millions) Cash and cash equivalents $ 12 $ 8 Restricted cash 1 14 Cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 13 $ 22 During the nine months ended September 30, 2019 , Restricted cash decreased $13 million |
Schedule of Cash and Cash Equivalents | The following table reconciles cash and cash equivalents and restricted cash on the Condensed Consolidated Balance Sheets to cash, cash equivalents and restricted cash on the Condensed Consolidated Statements of Cash Flows: September 30, 2019 2018 (In millions) Cash and cash equivalents $ 12 $ 8 Restricted cash 1 14 Cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 13 $ 22 During the nine months ended September 30, 2019 , Restricted cash decreased $13 million |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Revenues from Related Parties | Amounts of revenues from affiliated companies included in the Partnership’s Condensed Consolidated Statements of Income are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Gas transportation and storage service revenues — CenterPoint Energy $ 22 $ 22 $ 78 $ 79 Natural gas product sales — CenterPoint Energy 3 1 7 9 Gas transportation and storage service revenues — OGE Energy 9 9 35 27 Natural gas product sales — OGE Energy 4 1 5 3 Total revenues — affiliated companies $ 38 $ 33 $ 125 $ 118 |
Schedule of Natural Gas Purchased From Related Parties | Amounts of natural gas purchased from affiliated companies included in the Partnership’s Condensed Consolidated Statements of Income are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Cost of natural gas purchases — CenterPoint Energy $ — $ — $ — $ 2 Cost of natural gas purchases — OGE Energy 12 7 25 15 Total cost of natural gas purchases — affiliated companies $ 12 $ 7 $ 25 $ 17 |
Schedule of Amounts Charged to Partnership by Related Parties | Amounts charged to the Partnership by affiliates for seconded employees and corporate services, included primarily in Operation and maintenance and General and administrative expenses in the Partnership’s Condensed Consolidated Statements of Income are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Corporate Services — CenterPoint Energy $ — $ 1 $ — $ 2 Seconded Employee Costs — OGE Energy 4 6 15 21 Corporate Services — OGE Energy — — — 1 Total corporate services and seconded employee costs $ 4 $ 7 $ 15 $ 24 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes the Partnership’s equity-based compensation expense for the three and nine months ended September 30, 2019 and 2018 related to performance units, restricted units and phantom units for the Partnership’s employees and independent directors: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (In millions) Performance units $ 3 $ 2 $ 8 $ 7 Restricted units — — — 1 Phantom units 1 2 5 4 Total compensation expense $ 4 $ 4 $ 13 $ 12 The following table presents the assumptions related to the performance share units granted in 2019. 2019 Number of units granted 610,170 Fair value of units granted $ 19.95 Expected distribution yield 8.38 % Expected price volatility 34.2 % Risk-free interest rate 2.54 % Expected life of units (in years) 3 The following table presents the number of phantom units granted and the grant date fair value related to the phantom units granted in 2019. 2019 Phantom Units granted 603,571 Fair value of phantom units granted $14.04 - $15.04 |
Schedule of Share-based Compensation, Activity | A summary of the activity for the Partnership’s performance units and phantom units applicable to the Partnership’s employees at September 30, 2019 and changes during 2019 are shown in the following table. Performance Units Phantom Units Number of Units Weighted Average Grant-Date Fair Value, Per Unit Number of Units Weighted Average Grant-Date Fair Value, Per Unit (In millions, except unit data) Units outstanding at December 31, 2018 2,109,835 $ 14.33 1,447,590 $ 12.38 Granted (1) 610,170 19.95 603,571 15.00 Vested (2) (1,162,512 ) 11.01 (589,481 ) 8.51 Forfeited (53,875 ) 18.70 (59,004 ) 14.81 Units outstanding at September 30, 2019 1,503,618 $ 19.02 1,402,676 $ 15.03 Aggregate intrinsic value of units outstanding at September 30, 2019 $ 18 $ 17 _____________________ (1) Performance units represents the target number of performance units granted. The actual number of performance units earned, if any, is dependent upon performance and may range from 0% to 200% of the target. (2) Performance units vested as of September 30, 2019 include 1,103,761 and 26,986 units from 2016 grants, which were approved by the Board of Directors in 2016 and paid out at 200% , or 2,207,522 units on March 1, 2019 and 53,972 units on September 6, 2019, based on the level of achievement of a performance goal established by the Board of Directors over the performance period of January 1, 2016 through December 31, 2018 . |
Schedule of Unrecognized Compensation Cost, Nonvested Awards | A summary of the Partnership’s unrecognized compensation cost for its non-vested performance units and phantom units, and the weighted-average periods over which the compensation cost is expected to be recognized are shown in the following table. September 30, 2019 Unrecognized Compensation Cost (In millions) Weighted Average Period for Recognition (In years) Performance Units $ 15 1.54 Phantom Units 11 1.56 Total $ 26 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 9 Months Ended | |
Sep. 30, 2019 | ||
Segment Reporting [Abstract] | ||
Schedule of Financial Data for Business Segments and Services | Financial data for reportable segments are as follows: Three Months Ended September 30, 2019 Gathering and Processing Transportation (1) and Storage Eliminations Total (In millions) Product sales $ 294 $ 100 $ (74 ) $ 320 Service revenues 248 134 (3 ) 379 Total Revenues 542 234 (77 ) 699 Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately) 238 102 (77 ) 263 Operation and maintenance, General and administrative 79 57 — 136 Depreciation and amortization 77 31 — 108 Taxes other than income tax 10 7 — 17 Operating income $ 138 $ 37 $ — $ 175 Total Assets $ 9,902 $ 5,839 $ (3,306 ) $ 12,435 Capital expenditures $ 70 $ 31 $ — $ 101 Three Months Ended September 30, 2018 Gathering and Processing Transportation (1) and Storage Eliminations Total (In millions) Product sales $ 528 $ 153 $ (128 ) $ 553 Service revenues 250 128 (3 ) 375 Total Revenues 778 281 (131 ) 928 Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately) 493 152 (129 ) 516 Operation and maintenance, General and administrative 78 48 — 126 Depreciation and amortization 66 34 — 100 Taxes other than income tax 9 6 — 15 Operating income $ 132 $ 41 $ (2 ) $ 171 Total assets as of December 31, 2018 $ 9,874 $ 5,805 $ (3,235 ) $ 12,444 Capital expenditures $ 125 $ 51 $ — $ 176 _____________________ (1) See Note 8 for discussion regarding ownership interests in SESH and related equity earnings included in the transportation and storage segment for the three and nine months ended September 30, 2019 and 2018 . Nine Months Ended September 30, 2019 Gathering and Processing Transportation (1) and Storage Eliminations Total (In millions) Product sales $ 1,096 $ 381 $ (321 ) $ 1,156 Service revenues 663 421 (11 ) 1,073 Total Revenues 1,759 802 (332 ) 2,229 Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately) 895 394 (331 ) 958 Operation and maintenance, General and administrative 238 152 (1 ) 389 Depreciation and amortization 229 94 — 323 Taxes other than income tax 31 21 — 52 Operating income $ 366 $ 141 $ — $ 507 Total Assets $ 9,902 $ 5,839 $ (3,306 ) $ 12,435 Capital expenditures $ 267 $ 86 $ — $ 353 Nine Months Ended September 30, 2018 Gathering and Processing Transportation (1) and Storage Eliminations Total (In millions) Product sales $ 1,411 $ 442 $ (356 ) $ 1,497 Service revenues 599 395 (10 ) 984 Total Revenues 2,010 837 (366 ) 2,481 Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately) 1,262 438 (365 ) 1,335 Operation and maintenance, General and administrative 230 141 (1 ) 370 Depreciation and amortization 191 101 — 292 Taxes other than income tax 29 19 — 48 Operating income $ 298 $ 138 $ — $ 436 Total assets as of December 31, 2018 $ 9,874 $ 5,805 $ (3,235 ) $ 12,444 Capital expenditures $ 416 $ 135 $ — $ 551 _____________________ (1) See Note 8 for discussion regarding ownership interests in SESH and related equity earnings included in the transportation and storage segment for the three and nine months ended September 30, 2019 and 2018 . | [1] |
[1] | See Note 8 for discussion regarding ownership interests in SESH and related equity earnings included in the transportation and storage segment for the three and nine months ended September 30, 2019 and 2018 . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ in Millions | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($)board_membershares | Mar. 31, 2019 | Sep. 30, 2019USD ($)board_membersegmentshares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Significant Accounting Policies [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Number of representatives designated by each of CenterPoint Energy and OGE Energy | board_member | 2 | 2 | |||
Number of independent board members | board_member | 3 | 3 | |||
Percentage vote by all unitholders (at least 75%) | 75.00% | ||||
Allowance for doubtful accounts | $ | $ 3 | $ 3 | $ 2 | ||
Inventory adjustments | $ | $ 0 | $ 6 | $ 3 | ||
SESH | |||||
Significant Accounting Policies [Line Items] | |||||
Ownership percentage | 50.00% | 50.00% | |||
CenterPoint | Common Units | |||||
Significant Accounting Policies [Line Items] | |||||
Units outstanding | 233,856,623 | 233,856,623 | |||
OGE Energy | Common Units | |||||
Significant Accounting Policies [Line Items] | |||||
Units outstanding | 110,982,805 | 110,982,805 | |||
Limited Partner | CenterPoint | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage share of management rights | 50.00% | 50.00% | |||
Percentage share of incentive distribution rights | 40.00% | 40.00% | |||
Limited partner ownership interest percentage | 53.70% | ||||
Limited Partner | CenterPoint | Series A 10% Fixed to Floating Non Cumulative Redeemable Perpetual Preferred Units | |||||
Significant Accounting Policies [Line Items] | |||||
Series A preferred units held by CenterPoint Energy | 14,520,000 | 14,520,000 | |||
Limited Partner | OGE Energy | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage share of management rights | 50.00% | ||||
Percentage share of incentive distribution rights | 60.00% | 60.00% | |||
Limited partner ownership interest percentage | 25.50% | ||||
Atoka | |||||
Significant Accounting Policies [Line Items] | |||||
Ownership interest (as a percentage) | 50.00% | ||||
ESCP | |||||
Significant Accounting Policies [Line Items] | |||||
Ownership interest (as a percentage) | 60.00% |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | $ 312 | $ 577 | $ 1,142 | $ 1,535 |
Gain (loss) on derivative activity | 8 | (24) | 14 | (38) |
Total Revenues | 699 | 928 | 2,229 | 2,481 |
Natural gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 95 | 113 | 351 | 383 |
Natural gas liquids | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 191 | 439 | 698 | 1,054 |
Condensate Natural Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 26 | 25 | 93 | 98 |
Product | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 320 | 553 | 1,156 | 1,497 |
Demand Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 216 | 206 | 598 | 541 |
Volume Dependant Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 163 | 169 | 475 | 443 |
Natural Gas, Gathering, Transportation, Marketing and Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 379 | 375 | 1,073 | 984 |
Operating Segments | Gathering and Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 286 | 551 | 1,082 | 1,451 |
Gain (loss) on derivative activity | 8 | (23) | 14 | (40) |
Total Revenues | 542 | 778 | 1,759 | 2,010 |
Operating Segments | Gathering and Processing | Natural gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 69 | 87 | 291 | 299 |
Operating Segments | Gathering and Processing | Natural gas liquids | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 191 | 439 | 698 | 1,054 |
Operating Segments | Gathering and Processing | Condensate Natural Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 26 | 25 | 93 | 98 |
Operating Segments | Gathering and Processing | Product | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 294 | 528 | 1,096 | 1,411 |
Operating Segments | Gathering and Processing | Demand Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 97 | 92 | 225 | 194 |
Operating Segments | Gathering and Processing | Volume Dependant Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 151 | 158 | 438 | 405 |
Operating Segments | Gathering and Processing | Natural Gas, Gathering, Transportation, Marketing and Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 248 | 250 | 663 | 599 |
Operating Segments | Transportation and Storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 100 | 153 | 381 | 440 |
Gain (loss) on derivative activity | 0 | 0 | 0 | 2 |
Total Revenues | 234 | 281 | 802 | 837 |
Operating Segments | Transportation and Storage | Natural gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 95 | 146 | 365 | 420 |
Operating Segments | Transportation and Storage | Natural gas liquids | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 5 | 7 | 16 | 20 |
Operating Segments | Transportation and Storage | Condensate Natural Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 0 | 0 | 0 | 0 |
Operating Segments | Transportation and Storage | Product | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 100 | 153 | 381 | 442 |
Operating Segments | Transportation and Storage | Demand Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 119 | 114 | 373 | 347 |
Operating Segments | Transportation and Storage | Volume Dependant Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 15 | 14 | 48 | 48 |
Operating Segments | Transportation and Storage | Natural Gas, Gathering, Transportation, Marketing and Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 134 | 128 | 421 | 395 |
Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | (74) | (127) | (321) | (356) |
Gain (loss) on derivative activity | 0 | (1) | 0 | 0 |
Total Revenues | (77) | (131) | (332) | (366) |
Eliminations | Natural gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | (69) | (120) | (305) | (336) |
Eliminations | Natural gas liquids | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | (5) | (7) | (16) | (20) |
Eliminations | Condensate Natural Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 0 | 0 | 0 | 0 |
Eliminations | Product | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | (74) | (128) | (321) | (356) |
Eliminations | Demand Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 0 | 0 | 0 | 0 |
Eliminations | Volume Dependant Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | (3) | (3) | (11) | (10) |
Eliminations | Natural Gas, Gathering, Transportation, Marketing and Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ (3) | $ (3) | $ (11) | $ (10) |
Revenue - Accounts Receivable (
Revenue - Accounts Receivable (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Customers | $ 281 | $ 297 | |
Contract assets | [1] | 4 | 6 |
Non-customers | 5 | 6 | |
Total Accounts Receivable | [2] | 290 | $ 309 |
Firm Service Transportation [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Contract assets | $ 5 | ||
[1] | Contract assets reflected in Total Accounts Receivable include accrued minimum volume commitments. Contract assets are primarily attributable to revenues associated with estimated shortfall volumes on certain annual minimum volume commitment arrangements. Total Accounts Receivable does not include $5 million of contracts assets related to firm service transportation contracts with tiered rates, which are reflected in Other Assets. | ||
[2] | Total Accounts Receivable includes Accounts receivable, net of allowance for doubtful accounts and Accounts receivable—affiliated companies. |
Revenue - Summary of Changes in
Revenue - Summary of Changes in Contract Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Deferred revenues | $ 46 | |
Calculated under Revenue Guidance in Effect before Topic 606 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Deferred revenues | $ 48 | |
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Deferred revenues | $ 23 |
Revenue - Summary of Recognitio
Revenue - Summary of Recognition Contract Liabilities (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | |
2019 | $ 19 |
2020 | 6 |
2021 | 5 |
2022 | 5 |
2023 and After | $ 11 |
Revenue - Summary of Recognit_2
Revenue - Summary of Recognition of Remaining Performance Obligations (Details) $ in Millions | Sep. 30, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | $ 166 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | Transportation and Storage | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | 119 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | Gathering and Processing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | 47 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | 582 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | Transportation and Storage | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | 419 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | Gathering and Processing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | 163 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | 365 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Transportation and Storage | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | 229 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Gathering and Processing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | 136 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | 310 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Transportation and Storage | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | 172 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Gathering and Processing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | 138 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | 1,282 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Transportation and Storage | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | 822 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Gathering and Processing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | $ 460 |
Revenue - Summary of the Impact
Revenue - Summary of the Impact of the Changes on Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | $ 312 | $ 577 | $ 1,142 | $ 1,535 |
Gain (loss) on derivative activity | 8 | (24) | 14 | (38) |
Total Revenues | 699 | 928 | 2,229 | 2,481 |
Natural gas | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 95 | 113 | 351 | 383 |
Natural gas liquids | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 191 | 439 | 698 | 1,054 |
Condensate Natural Gas | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total revenues from natural gas, natural gas liquids, and condensate | 26 | 25 | 93 | 98 |
Product | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total Revenues | 320 | 553 | 1,156 | 1,497 |
Demand Service Revenue | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total Revenues | 216 | 206 | 598 | 541 |
Volume Dependant Service Revenue | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total Revenues | 163 | 169 | 475 | 443 |
Natural Gas, Gathering, Transportation, Marketing and Processing | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total Revenues | $ 379 | $ 375 | $ 1,073 | $ 984 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets | $ 39 | $ 39 | $ 35 |
Difference between undiscounted cash flows for operating leases | 17 | 17 | |
Lease liabilities | $ 42 | $ 42 | $ 35 |
Weighted average lease term (in years) | 6 years 7 months 6 days | 6 years 7 months 6 days | |
Weighted average discount rate (as a percentage) | 5.52% | 5.52% | |
Rental costs | $ 7 | $ 23 | |
Other Assets | |||
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets | 36 | 36 | |
Other Current Liabilities | |||
Lessee, Lease, Description [Line Items] | |||
Operating Lease, Liability, Current | 11 | 11 | |
Other Liabilities | |||
Lessee, Lease, Description [Line Items] | |||
Operating Lease, Liability, Noncurrent | 28 | 28 | |
Field equipment | |||
Lessee, Lease, Description [Line Items] | |||
Rental costs | $ 6 | $ 18 | |
Buildings | |||
Lessee, Lease, Description [Line Items] | |||
Renewal options (up to) (in years) | 15 years | 15 years | |
Rental costs | $ 1 | $ 5 | |
Minimum | Field equipment | |||
Lessee, Lease, Description [Line Items] | |||
Expected lease term (in years) | 3 years | ||
Contractual base terms (in years) | 1 year | 1 year | |
Minimum | Buildings | |||
Lessee, Lease, Description [Line Items] | |||
Contractual base terms (in years) | 7 years | 7 years | |
Maximum | Field equipment | |||
Lessee, Lease, Description [Line Items] | |||
Expected lease term (in years) | 5 years | ||
Contractual base terms (in years) | 3 years | 3 years | |
Maximum | Buildings | |||
Lessee, Lease, Description [Line Items] | |||
Contractual base terms (in years) | 10 years | 10 years |
Leases - Summary of Lease Expen
Leases - Summary of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | $ 2 | $ 7 |
Short-term lease cost | 4 | 15 |
Variable Lease, Cost | 1 | 1 |
Total Lease Cost | 7 | 23 |
Gathering and Processing | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | 2 | 7 |
Short-term lease cost | 3 | 14 |
Variable Lease, Cost | 1 | 1 |
Total Lease Cost | 6 | 22 |
Transportation and Storage | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | 0 | 0 |
Short-term lease cost | 1 | 1 |
Variable Lease, Cost | 0 | 0 |
Total Lease Cost | $ 1 | $ 1 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Obligations Expiration (Details) $ in Millions | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 11 |
2020 | 11 |
2021 | 7 |
2022 | 6 |
2023 | 6 |
2024 and After | 15 |
Total | $ 56 |
Leases - Operating Lease Obliga
Leases - Operating Lease Obligation under ASC 840 (Details) $ in Millions | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 14 |
2020-2021 | 6 |
2022-2023 | 6 |
After 2023 | 14 |
Total | $ 40 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) $ in Millions | Nov. 01, 2018USD ($)mi | Sep. 30, 2019USD ($) |
General and Administrative Expense | ||
Business Acquisition [Line Items] | ||
Acquisition costs association with the transaction | $ 6 | |
Velocity Holdings, LLC | ||
Business Acquisition [Line Items] | ||
Payment to acquire Align Midstream, LLC | $ 444 | |
Percentage of Pipeline System Acquired | 60.00% | |
Number of Miles in Pipeline System Acquired | mi | 26 | |
Less: Non-Controlling Interest at fair value | $ 28 | |
Customer Relationships | Velocity Holdings, LLC | ||
Business Acquisition [Line Items] | ||
Weighted average useful life (in years) | 15 years |
Acquisition - Schedule of Asset
Acquisition - Schedule of Assets and Liabilities Assumed (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 | Nov. 01, 2018 |
Assets acquired: | |||
Goodwill | $ 98 | $ 98 | |
Velocity Holdings, LLC | |||
Assets acquired: | |||
Cash | $ 1 | ||
Accounts receivable | 3 | ||
Property, plant and equipment | 124 | ||
Intangibles | 259 | ||
Goodwill | 86 | ||
Liabilities assumed: | |||
Current liabilities | 1 | ||
Less: Non-Controlling Interest at fair value | 28 | ||
Total identifiable net assets | $ 444 |
Earnings Per Limited Partner _3
Earnings Per Limited Partner Unit (Details) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Net income | $ 133,000,000 | $ 139,000,000 | $ 380,000,000 | $ 348,000,000 | ||||
Net income attributable to noncontrolling interest | 1,000,000 | 1,000,000 | 2,000,000 | 1,000,000 | ||||
Series A Preferred Unit distributions | 9,000,000 | 9,000,000 | 27,000,000 | 27,000,000 | ||||
General partner interest in net income | 0 | 0 | 0 | 0 | ||||
Net Income Attributable to Common Units (Note 6) | 123,000,000 | 129,000,000 | 351,000,000 | 320,000,000 | ||||
Dilutive effect of Series A Preferred Unit distributions | $ 0 | $ 0 | $ 0 | 0 | ||||
Basic earnings per unit | ||||||||
Dilutive effect of Series A Preferred Units (in units) | 0 | 0 | ||||||
Dilutive effect of performance units (in units) | 0 | 1 | ||||||
Phantom units | ||||||||
Basic weighted average number of outstanding | ||||||||
Basic weighted average number of outstanding | [1] | 1,000,000 | 2 | 2,000,000 | ||||
Common Units | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Net Income Attributable to Common Units (Note 6) | $ 123,000,000 | $ 129,000,000 | $ 351,000,000 | 320,000,000 | ||||
Diluted net income | $ 123,000,000 | $ 129,000,000 | $ 351,000,000 | $ 320,000,000 | ||||
Basic weighted average number of outstanding | ||||||||
Basic weighted average number of outstanding | 437 | [1] | 435 | [1] | 436 | 434 | [1] | |
Basic earnings per unit | ||||||||
Basic earnings per unit | $ 0.28 | $ 0.30 | $ 0.81 | $ 0.74 | ||||
Dilutive effect of Series A Preferred Units (in units) | 0 | 0 | ||||||
Dilutive effect of performance units (in units) | 0 | 2 | ||||||
Diluted weighted average number of outstanding units | 437 | 436 | 436 | 436 | ||||
Diluted earnings per unit | $ 0.28 | $ 0.30 | $ 0.81 | $ 0.73 | ||||
[1] | Basic weighted average number of outstanding common units includes approximately two million time-based phantom units for each of the three months ended September 30, 2019 and 2018 , respectively, and one million time-based phantom units for each of the nine months ended September 30, 2019 and 2018 , respectively. |
Partners' Equity - Schedule of
Partners' Equity - Schedule of Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 26, 2019 | Nov. 19, 2019 | Nov. 14, 2019 | Nov. 05, 2019 | Aug. 27, 2019 | Aug. 20, 2019 | Aug. 14, 2019 | Aug. 02, 2019 | May 29, 2019 | May 21, 2019 | May 15, 2019 | Apr. 29, 2019 | Feb. 26, 2019 | Feb. 19, 2019 | Feb. 14, 2019 | Feb. 08, 2019 | Nov. 29, 2018 | Nov. 16, 2018 | Nov. 14, 2018 | Nov. 06, 2018 | Aug. 28, 2018 | Aug. 21, 2018 | Aug. 14, 2018 | Aug. 01, 2018 | May 29, 2018 | May 22, 2018 | May 15, 2018 | May 14, 2018 | May 01, 2018 | ||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||||||||||
Record Date | Aug. 20, 2019 | Aug. 2, 2019 | May 21, 2019 | Feb. 19, 2019 | Nov. 16, 2018 | Aug. 21, 2018 | May 22, 2018 | ||||||||||||||||||||||||
Payment Date | Aug. 27, 2019 | Aug. 14, 2019 | May 29, 2019 | Feb. 26, 2019 | Nov. 29, 2018 | Aug. 28, 2018 | May 29, 2018 | ||||||||||||||||||||||||
Series A 10% Fixed to Floating Non Cumulative Redeemable Perpetual Preferred Units | Preferred Units | |||||||||||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||||||||||
Record Date | Apr. 29, 2019 | Feb. 8, 2019 | Nov. 6, 2018 | Aug. 1, 2018 | May 1, 2018 | ||||||||||||||||||||||||||
Payment Date | May 15, 2019 | Feb. 14, 2019 | Nov. 14, 2018 | Aug. 14, 2018 | May 15, 2018 | ||||||||||||||||||||||||||
Cash Distribution | |||||||||||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||||||||||
Cash distribution declared (in dollars per unit) | $ 0.318 | $ 0.318 | $ 0.318 | ||||||||||||||||||||||||||||
Distribution made to unitholders | $ 144 | $ 9 | $ 138 | $ 138 | $ 138 | $ 138 | $ 138 | ||||||||||||||||||||||||
Cash distribution (in dollars per unit) | $ 0.625 | $ 0.3305 | $ 0.318 | $ 0.318 | |||||||||||||||||||||||||||
Cash Distribution | Series A 10% Fixed to Floating Non Cumulative Redeemable Perpetual Preferred Units | Preferred Units | |||||||||||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||||||||||
Cash distribution declared (in dollars per unit) | $ 0.625 | $ 0.625 | $ 0.625 | $ 0.625 | |||||||||||||||||||||||||||
Distribution made to unitholders | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | ||||||||||||||||||||||||||
Cash distribution (in dollars per unit) | $ 0.625 | ||||||||||||||||||||||||||||||
Subsequent Event | Series A 10% Fixed to Floating Non Cumulative Redeemable Perpetual Preferred Units | Preferred Units | |||||||||||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||||||||||
Record Date | [1] | Nov. 5, 2019 | |||||||||||||||||||||||||||||
Subsequent Event | Cash Distribution | |||||||||||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||||||||||
Distribution declared to unitholders | [2] | $ 144 | |||||||||||||||||||||||||||||
Cash distribution (in dollars per unit) | [2] | $ 0.3305 | |||||||||||||||||||||||||||||
Subsequent Event | Cash Distribution | Series A 10% Fixed to Floating Non Cumulative Redeemable Perpetual Preferred Units | Preferred Units | |||||||||||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||||||||||
Distribution declared to unitholders | [1] | $ 9 | |||||||||||||||||||||||||||||
Cash distribution (in dollars per unit) | $ 0.625 | [1] | $ 0.625 | ||||||||||||||||||||||||||||
Forecast [Member] | Subsequent Event | |||||||||||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||||||||||
Record Date | [2] | Nov. 19, 2019 | |||||||||||||||||||||||||||||
Payment Date | [2] | Nov. 26, 2019 | |||||||||||||||||||||||||||||
Forecast [Member] | Subsequent Event | Series A 10% Fixed to Floating Non Cumulative Redeemable Perpetual Preferred Units | Preferred Units | |||||||||||||||||||||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||||||||||||||||||||
Payment Date | [1] | Nov. 14, 2019 | |||||||||||||||||||||||||||||
[1] | The Board of Directors declared a $0.625 per Series A Preferred Unit cash distribution on November 5, 2019 , to be paid on November 14, 2019 , to Series A Preferred unitholders of record at the close of business on November 5, 2019 . | ||||||||||||||||||||||||||||||
[2] | The Board of Directors declared this $0.3305 per common unit cash distribution on November 5, 2019 , to be paid on November 26, 2019 to common unitholders of record at the close of business on November 19, 2019 |
Partners' Equity - Narrative (D
Partners' Equity - Narrative (Details) - USD ($) | May 12, 2017 | Sep. 30, 2019 | Dec. 31, 2018 |
Distribution Made to Limited Partner [Line Items] | |||
Limited partners' capital account, required quarterly distribution period | 60 days | ||
ATM Program | |||
Distribution Made to Limited Partner [Line Items] | |||
Aggregate offering price | $ 200,000,000 | ||
Common units available for issuance through ATM Program | $ 197,000,000 |
Investment in Equity Method A_3
Investment in Equity Method Affiliate - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||
Amount billed associated with service agreements | $ 699 | $ 928 | $ 2,229 | $ 2,481 |
Return on investment in equity method affiliate | 12 | 20 | ||
Return of investment in equity method affiliate | $ 8 | 11 | ||
SESH | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 50.00% | 50.00% | ||
Percentage of distributions through limited partner interest | 50.00% | |||
Return on investment in equity method affiliate | $ 12 | 20 | ||
Return of investment in equity method affiliate | 8 | 11 | ||
SESH | Equity Method Investee | Shared Operations Service Agreements | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Amount billed associated with service agreements | $ 2 | $ 6 | $ 12 | $ 14 |
Investment in Equity Method A_4
Investment in Equity Method Affiliate - Schedule of Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Equity in Earnings of Equity Method Affiliates: | ||||||
Equity in earnings of equity method affiliate | $ 5 | $ 7 | $ 12 | $ 20 | ||
Distributions from Equity Method Affiliates: | ||||||
Return on investment in equity method affiliate | 12 | 20 | ||||
Return of investment in equity method affiliate | 8 | 11 | ||||
SESH | ||||||
Equity in Earnings of Equity Method Affiliates: | ||||||
Equity in earnings of equity method affiliate | 5 | 7 | 12 | 20 | ||
Distributions from Equity Method Affiliates: | ||||||
Distributions from equity method affiliate | 4 | 10 | 20 | 31 | ||
Return on investment in equity method affiliate | 12 | 20 | ||||
Return of investment in equity method affiliate | 8 | 11 | ||||
Revenues | 27 | 29 | 81 | 85 | ||
Operating income | 15 | 18 | $ 37 | $ 51 | ||
Net income | $ 10 | $ 13 | $ 24 | $ 38 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Debt (Details) - USD ($) | Sep. 13, 2019 | Apr. 06, 2018 | Sep. 30, 2019 | Jan. 29, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||||||
Outstanding Principal | $ 4,432,000,000 | $ 4,299,000,000 | ||||
Premium (Discount) | (6,000,000) | (1,000,000) | ||||
Total Debt | 4,426,000,000 | 4,298,000,000 | ||||
Less: Current portion of long-term debt | [1] | 253,000,000 | ||||
Less: Unamortized debt expense | [2] | (23,000,000) | (20,000,000) | |||
Total long-term debt | 3,968,000,000 | 3,129,000,000 | ||||
2019 Term Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,000,000,000 | |||||
Debt Instrument, Repaid Amount | 200,000,000 | |||||
2019 Term Loan Agreement | 2019 Term Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding Principal | 800,000,000 | 0 | ||||
Premium (Discount) | 0 | 0 | ||||
Total Debt | 800,000,000 | 0 | ||||
Senior Notes | 2019 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding Principal | 0 | 500,000,000 | ||||
Premium (Discount) | 0 | 0 | ||||
Total Debt | 0 | 500,000,000 | ||||
Less: Current portion of long-term debt | [1] | 500,000,000 | ||||
Senior Notes | 2024 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding Principal | 600,000,000 | 600,000,000 | ||||
Premium (Discount) | 0 | 0 | ||||
Total Debt | $ 600,000,000 | 600,000,000 | ||||
Debt Instrument, Interest Rate During Period | 4.01% | |||||
Senior Notes | 2027 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding Principal | $ 700,000,000 | 700,000,000 | ||||
Premium (Discount) | (2,000,000) | (2,000,000) | ||||
Total Debt | $ 698,000,000 | 698,000,000 | ||||
Debt Instrument, Interest Rate During Period | 4.57% | |||||
Senior Notes | 2028 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding Principal | $ 800,000,000 | 800,000,000 | ||||
Premium (Discount) | (6,000,000) | (6,000,000) | ||||
Total Debt | $ 794,000,000 | 794,000,000 | ||||
Debt Instrument, Interest Rate During Period | 5.20% | |||||
Senior Notes | 2029 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 550,000,000 | |||||
Outstanding Principal | $ 550,000,000 | 0 | ||||
Premium (Discount) | (1,000,000) | 0 | ||||
Debt Issuance Costs, Net | 5,000,000 | |||||
Total Debt | $ 549,000,000 | 0 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.15% | |||||
Proceeds from Issuance of Senior Long-term Debt | $ 544,000,000 | |||||
Debt Instrument, Interest Rate During Period | 4.31% | |||||
Senior Notes | 2044 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding Principal | $ 550,000,000 | 550,000,000 | ||||
Premium (Discount) | 0 | 0 | ||||
Total Debt | $ 550,000,000 | 550,000,000 | ||||
Debt Instrument, Interest Rate During Period | 5.08% | |||||
Senior Notes | EOIT Senior Notes | EOIT | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding Principal | $ 250,000,000 | 250,000,000 | ||||
Premium (Discount) | 3,000,000 | 7,000,000 | ||||
Total Debt | $ 253,000,000 | 257,000,000 | ||||
Debt Instrument, Interest Rate During Period | 3.82% | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Term of Extension Period | 1 year | |||||
Outstanding Principal | $ 0 | 250,000,000 | ||||
Premium (Discount) | 0 | 0 | ||||
Total Debt | 0 | 250,000,000 | ||||
Unamortized debt expense related to Revolving Credit Facility | 5,000,000 | 6,000,000 | ||||
Commercial Paper | ||||||
Debt Instrument [Line Items] | ||||||
Premium (Discount) | 0 | 0 | ||||
Short-term Debt | [3] | $ 182,000,000 | $ 649,000,000 | |||
[1] | As of September 30, 2019 , Current portion of long-term debt included $253 million outstanding balance of the EOIT Senior Notes due March 15, 2020. As of December 31, 2018 , Current portion of long-term debt included $500 million outstanding balance of the 2019 Notes due May 15, 2019. | |||||
[2] | As of September 30, 2019 and December 31, 2018 , there was an additional $5 million and $6 million , respectively, of unamortized debt expense related to the Revolving Credit Facility included in Other assets, not included above. | |||||
[3] | Short-term debt includes $182 million and $649 million of outstanding commercial paper as of September 30, 2019 and December 31, 2018 , respectively. |
Debt - Narrative (Details)
Debt - Narrative (Details) | Apr. 06, 2018USD ($)time | Sep. 30, 2019USD ($) | Sep. 13, 2019USD ($) | Jan. 31, 2019USD ($) | Jan. 29, 2019USD ($) | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |||||||
Commercial paper, authorized | $ 1,400,000,000 | ||||||
Premium (Discount) | $ (6,000,000) | (1,000,000) | |||||
Outstanding Principal | $ 4,432,000,000 | 4,299,000,000 | |||||
2019 Term Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 1,000,000,000 | ||||||
Weighted average interest rate percentage | 3.33% | ||||||
Debt Instrument, Principle Advance | $ 800,000,000 | ||||||
Consolidated debt to EBITDA ratio | 5 | ||||||
Debt Instrument, Covenant, Acquisition Purchase Price in Rolling 12 Month Period, Minimum | $ 25,000,000 | ||||||
Threshold for debt covenant ratio for acquisitions | 5.50 | ||||||
Covenant, acceleration of indebtedness, threshold amount | $ 100,000,000 | ||||||
LIBOR | 2019 Term Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.25% | ||||||
Senior Notes | 2027 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Premium (Discount) | $ (2,000,000) | (2,000,000) | |||||
Outstanding Principal | $ 700,000,000 | 700,000,000 | |||||
Debt Instrument, Interest Rate During Period | 4.57% | ||||||
Senior Notes | 2028 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Premium (Discount) | $ (6,000,000) | (6,000,000) | |||||
Outstanding Principal | $ 800,000,000 | 800,000,000 | |||||
Debt Instrument, Interest Rate During Period | 5.20% | ||||||
Senior Notes | Senior Notes including 2019 Notes, 2024 Notes, and 2044 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized discount | $ (8,000,000) | ||||||
Unamortized debt expense | 18,000,000 | ||||||
Senior Notes | 2019 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Premium (Discount) | 0 | 0 | |||||
Outstanding Principal | 0 | 500,000,000 | |||||
Senior Notes | 2024 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Premium (Discount) | 0 | 0 | |||||
Outstanding Principal | $ 600,000,000 | 600,000,000 | |||||
Debt Instrument, Interest Rate During Period | 4.01% | ||||||
Senior Notes | 2044 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Premium (Discount) | $ 0 | 0 | |||||
Outstanding Principal | $ 550,000,000 | 550,000,000 | |||||
Debt Instrument, Interest Rate During Period | 5.08% | ||||||
Senior Notes | EOIT Senior Notes | EOIT | |||||||
Debt Instrument [Line Items] | |||||||
Premium (Discount) | $ 3,000,000 | 7,000,000 | |||||
Outstanding Principal | 250,000,000 | 250,000,000 | |||||
Unamortized premium | $ 3,000,000 | ||||||
Debt Instrument, Interest Rate During Period | 3.82% | ||||||
Senior Notes | 2029 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 550,000,000 | ||||||
Premium (Discount) | $ (1,000,000) | 0 | |||||
Unamortized debt expense | 5,000,000 | ||||||
Outstanding Principal | $ 550,000,000 | 0 | |||||
Debt Instrument, Interest Rate During Period | 4.31% | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.15% | ||||||
Commercial Paper | |||||||
Debt Instrument [Line Items] | |||||||
Commercial paper outstanding | [1] | $ 182,000,000 | $ 649,000,000 | ||||
Weighted average interest rate percentage | 2.96% | ||||||
Premium (Discount) | $ 0 | $ 0 | |||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 1,750,000,000 | ||||||
Duration of term loan facility (in years) | 5 years | ||||||
Increase in maximum borrowing capacity | $ 875,000,000 | ||||||
Number of times option maybe exercised to extend term of Term Loan Facility | time | 2 | ||||||
Debt Instrument, Term of Extension Period | 1 year | ||||||
Letters of credit principal advances | 0 | ||||||
Letters of credit outstanding amount | 3,000,000 | ||||||
Commitment fee percentage | 0.20% | ||||||
Premium (Discount) | $ 0 | 0 | |||||
Outstanding Principal | $ 0 | $ 250,000,000 | |||||
Revolving Credit Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin percentage | 1.50% | ||||||
Minimum | Eurodollar | 2019 Term Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.75% | ||||||
Minimum | Base Rate | 2019 Term Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||
Maximum | Eurodollar | 2019 Term Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | ||||||
Maximum | Base Rate | 2019 Term Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | ||||||
[1] | Short-term debt includes $182 million and $649 million of outstanding commercial paper as of September 30, 2019 and December 31, 2018 , respectively. |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Cash Flow Hedges Derivative Instruments at Fair Value, Net | $ 0 | |
Fair Value Hedges, Net | $ 0 | 0 |
Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Cash Flow Hedges Derivative Instruments at Fair Value, Net | $ 0 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities (Details) - Not Designated as Hedging Instrument bbl in Thousands, MMBTU in Millions | 9 Months Ended | |||
Sep. 30, 2019MMBTUbbl | Sep. 30, 2018MMBTUbbl | Dec. 31, 2018 | ||
Natural Gas, Financial fixed futures/swaps | Purchases | ||||
Derivative [Line Items] | ||||
Derivative, gross notional volume (TBtu) | [1] | 13 | 16 | |
Natural Gas, Financial fixed futures/swaps | Sales | ||||
Derivative [Line Items] | ||||
Derivative, gross notional volume (TBtu) | [1] | 22 | 28 | |
Natural gas, Financial basis futures/swaps | Purchases | ||||
Derivative [Line Items] | ||||
Derivative, gross notional volume (TBtu) | [1] | 16 | 18 | |
Natural gas, Financial basis futures/swaps | Sales | ||||
Derivative [Line Items] | ||||
Derivative, gross notional volume (TBtu) | [1] | 40 | 29 | |
Natural gas, Financial swaptions | Purchases | ||||
Derivative [Line Items] | ||||
Derivative, gross notional volume (TBtu) | [1],[2] | 0 | 0 | |
Natural gas, Financial swaptions | Sales | ||||
Derivative [Line Items] | ||||
Derivative, gross notional volume (TBtu) | [1],[2] | 3 | 1 | |
Physical purchases/sales | Purchases | ||||
Derivative [Line Items] | ||||
Derivative, gross notional volume (TBtu) | [1] | 0 | 0 | |
Physical purchases/sales | Sales | ||||
Derivative [Line Items] | ||||
Derivative, gross notional volume (TBtu) | [1] | 7 | 11 | |
Crude oil, Financial Futures/swaps | Purchases | ||||
Derivative [Line Items] | ||||
Derivative, gross notional volume (MMbl) | bbl | [3] | 0 | 0 | |
Crude oil, Financial Futures/swaps | Sales | ||||
Derivative [Line Items] | ||||
Derivative, gross notional volume (MMbl) | bbl | [3] | 915 | 945 | |
Crude oil, Financial options | Purchases | ||||
Derivative [Line Items] | ||||
Derivative, gross notional volume (MMbl) | bbl | [2],[3] | 0 | 0 | |
Crude oil, Financial options | Sales | ||||
Derivative [Line Items] | ||||
Derivative, gross notional volume (MMbl) | bbl | [2],[3] | 90 | 30 | |
Natural gas liquids, Financial Futures/swaps | Purchases | ||||
Derivative [Line Items] | ||||
Derivative, gross notional volume (MMbl) | bbl | [4] | 3,210 | 270 | |
Natural gas liquids, Financial Futures/swaps | Sales | ||||
Derivative [Line Items] | ||||
Derivative, gross notional volume (MMbl) | bbl | [4] | 3,165 | 2,535 | |
Natural gas | ||||
Derivative [Line Items] | ||||
Percent of contract with durations of one year or less | 85.60% | 74.00% | ||
Percent of contracts with durations of more than one year and less than two years | 14.40% | 24.20% | ||
Percent of contracts with durations of more than two years | 1.80% | |||
Condensate | ||||
Derivative [Line Items] | ||||
Percent of contract with durations of one year or less | 76.90% | 83.60% | ||
Percent of contracts with durations of more than one year and less than two years | 16.40% | 23.10% | ||
Natural gas liquids | ||||
Derivative [Line Items] | ||||
Percent of contract with durations of one year or less | 69.20% | 86.10% | ||
Percent of contracts with durations of more than one year and less than two years | 30.80% | 13.90% | ||
[1] | As of September 30, 2019 , 85.6% of the natural gas contracts had durations of one year or less and 14.4% had durations of more than one year and less than two years. 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. | |||
[2] | The notional 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. | |||
[3] | As of September 30, 2019 , 83.6% of the crude oil (for condensate) contracts had durations of one year or less and 16.4% had durations of more than one year and less than two years. 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. | |||
[4] | As of September 30, 2019 , 69.2% of the natural gas liquids contracts had durations of one year or less and 30.8% had durations of more than one year and less than two years. As of December 31, 2018 , 86.1% of the natural gas liquid contracts had durations of one year or less and 13.9% had durations of more than one year and less than two years. |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Derivative Instruments Designated as Hedging Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Designated as Hedging Instrument | Interest Rate Swap | ||
Derivative [Line Items] | ||
Gross Notional Value | $ 300 | $ 0 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Balance Sheet Location (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 | |
Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Assets | [1] | $ 0 | $ 0 |
Liabilities | [1] | 4 | 0 |
Not Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Assets | [2] | 55 | 33 |
Liabilities | [2] | 36 | 11 |
Interest rate swaps | Designated as Hedging Instrument | Other Current, Assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Asset, Current | 0 | 0 | |
Interest rate swaps | Designated as Hedging Instrument | Other Current Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Liability, Current | 1 | 0 | |
Interest rate swaps | Designated as Hedging Instrument | Other Noncurrent Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Asset, Noncurrent | 0 | 0 | |
Interest rate swaps | Designated as Hedging Instrument | Other Noncurrent Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Liability, Noncurrent | 3 | 0 | |
Natural gas | Financial futures/swaps | Not Designated as Hedging Instrument | Other Current, Assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Asset, Current | 10 | 3 | |
Natural gas | Financial futures/swaps | Not Designated as Hedging Instrument | Other Current Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Liability, Current | 6 | 5 | |
Natural gas | Financial futures/swaps | Not Designated as Hedging Instrument | Other Noncurrent Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Asset, Noncurrent | 0 | 0 | |
Natural gas | Financial futures/swaps | Not Designated as Hedging Instrument | Other Noncurrent Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Liability, Noncurrent | 1 | 2 | |
Natural gas | Physical purchases/sales | Not Designated as Hedging Instrument | Other Current, Assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Asset, Current | 4 | 3 | |
Natural gas | Physical purchases/sales | Not Designated as Hedging Instrument | Other Current Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Liability, Current | 0 | 0 | |
Natural gas | Physical purchases/sales | Not Designated as Hedging Instrument | Other Noncurrent Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Asset, Noncurrent | 1 | 4 | |
Natural gas | Physical purchases/sales | Not Designated as Hedging Instrument | Other Noncurrent Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Liability, Noncurrent | 0 | 0 | |
Crude oil (for condensate) | Financial futures/swaps | Not Designated as Hedging Instrument | Other Current, Assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Asset, Current | 4 | 9 | |
Crude oil (for condensate) | Financial futures/swaps | Not Designated as Hedging Instrument | Other Current Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Liability, Current | 14 | 3 | |
Crude oil (for condensate) | Financial futures/swaps | Not Designated as Hedging Instrument | Other Noncurrent Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Asset, Noncurrent | 0 | 2 | |
Crude oil (for condensate) | Financial futures/swaps | Not Designated as Hedging Instrument | Other Noncurrent Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Liability, Noncurrent | 8 | 0 | |
Natural gas liquids | Financial futures/swaps | Not Designated as Hedging Instrument | Other Current, Assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Asset, Current | 26 | 10 | |
Natural gas liquids | Financial futures/swaps | Not Designated as Hedging Instrument | Other Current Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Liability, Current | 5 | 1 | |
Natural gas liquids | Financial futures/swaps | Not Designated as Hedging Instrument | Other Noncurrent Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Asset, Noncurrent | 10 | 2 | |
Natural gas liquids | Financial futures/swaps | Not Designated as Hedging Instrument | Other Noncurrent Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Liability, Noncurrent | $ 2 | $ 0 | |
[1] | All interest rate derivative instruments that were designated as cash flow hedges are considered Level 2 as of September 30, 2019 . | ||
[2] | See Note 11 for a reconciliation of the Partnership’s commodity derivatives fair value to the Partnership’s Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 . |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Amounts Recognized in Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) on derivative, net | $ 8 | $ (24) | $ 14 | $ (38) |
Change in fair value of commodity derivatives | (2) | (16) | (3) | (28) |
Realized gain (loss) on commodity derivatives | 10 | (8) | 17 | (10) |
Gain (loss) on commodity derivative activity | 8 | (24) | 14 | (38) |
Cash collateral posted | 0 | 0 | ||
Cash collateral required if ratings are lowered | 0 | 0 | ||
Natural gas | Financial futures/swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) on derivative, net | 2 | (1) | 10 | (6) |
Natural gas | Physical purchases/sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) on derivative, net | 1 | 0 | 1 | 5 |
Condensate | Financial futures/swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) on derivative, net | (8) | (4) | (29) | (14) |
Natural gas liquids | Financial futures/swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) on derivative, net | $ 13 | $ (19) | $ 32 | $ (23) |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying and Fair Value Amounts (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | |
Carrying Amount | Senior Notes | 2028 Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes (Level 2) | $ 794,000,000 | $ 794,000,000 | |
Carrying Amount | Senior Notes | 2029 Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes (Level 2) | 549,000,000 | 0 | |
Carrying Amount | Significant other observable inputs (Level 2) | 2019 Term Loan Agreement | 2019 Term Loan Agreement | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
2019 Term Loan Agreement (Level 2) | 800,000,000 | 0 | |
Carrying Amount | Significant other observable inputs (Level 2) | Senior Notes | 2019 Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes (Level 2) | 0 | 500,000,000 | |
Carrying Amount | Significant other observable inputs (Level 2) | Senior Notes | 2024 Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes (Level 2) | 600,000,000 | 600,000,000 | |
Carrying Amount | Significant other observable inputs (Level 2) | Senior Notes | 2027 Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes (Level 2) | 698,000,000 | 698,000,000 | |
Carrying Amount | Significant other observable inputs (Level 2) | Senior Notes | 2044 Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes (Level 2) | 550,000,000 | 550,000,000 | |
Carrying Amount | Significant other observable inputs (Level 2) | Senior Notes | EOIT Senior Notes | EOIT | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes (Level 2) | 253,000,000 | 257,000,000 | |
Carrying Amount | Significant other observable inputs (Level 2) | Revolving Credit Facility | Revolving Credit Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Revolving Credit Facility (Level 2) | [1] | 0 | 250,000,000 |
Fair Value | Senior Notes | 2028 Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes (Level 2) | 829,000,000 | 764,000,000 | |
Fair Value | Senior Notes | 2029 Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes (Level 2) | 529,000,000 | 0 | |
Fair Value | Significant other observable inputs (Level 2) | 2019 Term Loan Agreement | 2019 Term Loan Agreement | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
2019 Term Loan Agreement (Level 2) | 800,000,000 | 0 | |
Fair Value | Significant other observable inputs (Level 2) | Senior Notes | 2019 Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes (Level 2) | 0 | 497,000,000 | |
Fair Value | Significant other observable inputs (Level 2) | Senior Notes | 2024 Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes (Level 2) | 612,000,000 | 571,000,000 | |
Fair Value | Significant other observable inputs (Level 2) | Senior Notes | 2027 Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes (Level 2) | 701,000,000 | 642,000,000 | |
Fair Value | Significant other observable inputs (Level 2) | Senior Notes | 2044 Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes (Level 2) | 500,000,000 | 445,000,000 | |
Fair Value | Significant other observable inputs (Level 2) | Senior Notes | EOIT Senior Notes | EOIT | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Senior Notes (Level 2) | 253,000,000 | 256,000,000 | |
Fair Value | Significant other observable inputs (Level 2) | Revolving Credit Facility | Revolving Credit Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Revolving Credit Facility (Level 2) | [1] | 0 | 250,000,000 |
Commercial Paper | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Short-term Debt | [2] | $ 182,000,000 | $ 649,000,000 |
[1] | Borrowing capacity is effectively reduced by our borrowings outstanding under the commercial paper program. $182 million and $649 million of commercial paper was outstanding as of September 30, 2019 and December 31, 2018 , respectively. | ||
[2] | Short-term debt includes $182 million and $649 million of outstanding commercial paper as of September 30, 2019 and December 31, 2018 , respectively. |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Retained fuel due from shippers | $ 15,000,000 | $ 11,000,000 | |
Over retained fuel due from shippers | 9,000,000 | 5,000,000 | |
Commodity Contracts | Recurring Measurement | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, total fair value | 55,000,000 | 33,000,000 | |
Liabilities, total fair value | 36,000,000 | 11,000,000 | |
Assets | (36,000,000) | (9,000,000) | |
Liabilities | (36,000,000) | (9,000,000) | |
Assets | 19,000,000 | 24,000,000 | |
Liabilities | 0 | 2,000,000 | |
Commodity Contracts | Recurring Measurement | Quoted market prices in active market for identical assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 8,000,000 | 4,000,000 | |
Liabilities | 28,000,000 | 9,000,000 | |
Commodity Contracts | Recurring Measurement | Significant other observable inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 47,000,000 | 29,000,000 | |
Liabilities | 8,000,000 | 2,000,000 | |
Commodity Contracts | Recurring Measurement | Unobservable inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Liabilities | 0 | 0 | |
Gas Imbalances | Recurring Measurement | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, total fair value | [1],[2] | 8,000,000 | 18,000,000 |
Liabilities, total fair value | [2],[3] | 8,000,000 | 17,000,000 |
Assets | [1],[2] | 0 | 0 |
Liabilities | [2],[3] | 0 | 0 |
Assets | [1],[2] | 8,000,000 | 18,000,000 |
Liabilities | [2],[3] | 8,000,000 | 17,000,000 |
Gas Imbalances | Recurring Measurement | Quoted market prices in active market for identical assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | [1],[2] | 0 | 0 |
Liabilities | [2],[3] | 0 | 0 |
Gas Imbalances | Recurring Measurement | Significant other observable inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | [1],[2] | 8,000,000 | 18,000,000 |
Liabilities | [2],[3] | 8,000,000 | 17,000,000 |
Gas Imbalances | Recurring Measurement | Unobservable inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | [1],[2] | 0 | 0 |
Liabilities | [2],[3] | $ 0 | $ 0 |
[1] | Gas imbalance assets exclude fuel reserves for under retained fuel due from shippers of $15 million and $11 million at September 30, 2019 and December 31, 2018 , 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. | ||
[2] | The Partnership uses the market approach to fair value its gas imbalance assets and liabilities at individual, or where appropriate an average of, current market indices applicable to the Partnership’s operations, not to exceed net realizable value. There were no netting adjustments as of September 30, 2019 and December 31, 2018 . | ||
[3] | Gas imbalance liabilities exclude fuel reserves for over retained fuel due to shippers of $9 million and $5 million at September 30, 2019 and December 31, 2018 , respectively, which fuel reserves are based on the value of natural gas at the time the imbalance was created, and which are not subject to revaluation at fair market value. |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Jan. 01, 2019 | |
Supplemental Cash Flow Information [Abstract] | |||
Interest, net of capitalized interest | $ 131 | $ 90 | |
Income taxes, net of refunds | 1 | 3 | |
Accounts payable related to capital expenditures | 26 | $ 56 | |
Operating Lease, Liability | $ 42 | $ 35 |
Supplemental Disclosure of Ca_4
Supplemental Disclosure of Cash Flow Information - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Supplemental Cash Flow Information [Abstract] | |||||
Cash and cash equivalents | $ 12 | $ 8 | $ 8 | ||
Restricted cash | 1 | 14 | 14 | ||
Cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows | $ 13 | $ 22 | $ 22 | $ 22 | $ 19 |
Supplemental Disclosure of Ca_5
Supplemental Disclosure of Cash Flow Information - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Supplemental Cash Flow Information [Abstract] | |
Decrease in restricted cash | $ 13 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Related Party Transaction [Line Items] | ||||
Partnership's revenues from affiliated companies as a percent of total revenues | 5.00% | 4.00% | 6.00% | 5.00% |
Subsidiary of Common Parent | CenterPoint | Three Services Included in Transportation and Storage Agreements | ||||
Related Party Transaction [Line Items] | ||||
Period of written notice | 180 days | |||
CenterPoint and OGE Energy | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Period notice of termination for reimbursements for all employee costs | 90 days | |||
OGE Energy | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Period notice of termination prior to commencement of succeeding annual period | 180 days | |||
OGE Energy | Defined Benefit and Retiree Medical Plans | ||||
Related Party Transaction [Line Items] | ||||
Expense reimbursement, 2018 and thereafter | $ 5 | |||
OGE Energy | Certain Services and Support Functions | ||||
Related Party Transaction [Line Items] | ||||
Expense reimbursement annual caps | 1 | |||
CenterPoint | Certain Services and Support Functions | ||||
Related Party Transaction [Line Items] | ||||
Expense reimbursement annual caps | $ 1 |
Related Party Transactions - Re
Related Party Transactions - Related Party Activity (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Related Party Transaction [Line Items] | ||||
Revenues from affiliated companies | $ 38 | $ 33 | $ 125 | $ 118 |
Cost of goods sold from affiliate | 12 | 7 | 25 | 17 |
Charges to the Partnership by affiliates | 4 | 7 | 15 | 24 |
CenterPoint | ||||
Related Party Transaction [Line Items] | ||||
Cost of goods sold from affiliate | 0 | 0 | 0 | 2 |
CenterPoint | Gas Transportation and Storage | ||||
Related Party Transaction [Line Items] | ||||
Revenues from affiliated companies | 22 | 22 | 78 | 79 |
CenterPoint | Gas Sales | ||||
Related Party Transaction [Line Items] | ||||
Revenues from affiliated companies | 3 | 1 | 7 | 9 |
CenterPoint | Corporate Services | ||||
Related Party Transaction [Line Items] | ||||
Charges to the Partnership by affiliates | 0 | 1 | 0 | 2 |
OGE Energy | ||||
Related Party Transaction [Line Items] | ||||
Cost of goods sold from affiliate | 12 | 7 | 25 | 15 |
OGE Energy | Gas Transportation and Storage | ||||
Related Party Transaction [Line Items] | ||||
Revenues from affiliated companies | 9 | 9 | 35 | 27 |
OGE Energy | Gas Sales | ||||
Related Party Transaction [Line Items] | ||||
Revenues from affiliated companies | 4 | 1 | 5 | 3 |
OGE Energy | Corporate Services | ||||
Related Party Transaction [Line Items] | ||||
Charges to the Partnership by affiliates | 0 | 0 | 0 | 1 |
OGE Energy | Seconded Employee Costs | ||||
Related Party Transaction [Line Items] | ||||
Charges to the Partnership by affiliates | $ 4 | $ 6 | $ 15 | $ 21 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 23, 2019USD ($) | Sep. 13, 2018 | Jan. 01, 2017MMcf | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||||
Gathering and processing agreement term (in years) | 10 years | |||
Energy deliveries (in MMcf/d) | MMcf | 400 | |||
Minimum volume commitment fee | $ 198 | |||
Estimated Cost to Complete Pipeline Project | $ 550 | |||
Firm transportation service agreement term (in years) | 20 years | |||
Sale of interest | $ 19 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation expense | $ 4 | $ 4 | $ 13 | $ 12 |
Performance units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation expense | 3 | 2 | 8 | 7 |
Restricted units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation expense | 0 | 0 | 0 | 1 |
Phantom units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation expense | $ 1 | $ 2 | $ 5 | $ 4 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Assumptions Related to Performance Share Units (Details) - Performance units | 9 Months Ended | |
Sep. 30, 2019$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,162,512 | [1] |
Number of units granted | 610,170 | [2] |
Fair value of units granted | $ / shares | $ 19.95 | [2] |
Expected distribution yield | 8.38% | |
Expected price volatility | 34.20% | |
Risk-free interest rate | 2.54% | |
Expected life of units (in years) | 3 years | |
Annual Grant in 2016 at 200% | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 2,207,522 | |
Annual Grant in 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of units granted | 1,103,761 | |
Officer Annual Grant in 2016 at 200% | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 53,972 | |
Officer Annual Grant in 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of units granted | 26,986 | |
[1] | Performance units vested as of September 30, 2019 include 1,103,761 and 26,986 units from 2016 grants, which were approved by the Board of Directors in 2016 and paid out at 200% , or 2,207,522 units on March 1, 2019 and 53,972 units on September 6, 2019, based on the level of achievement of a performance goal established by the Board of Directors over the performance period of January 1, 2016 through December 31, 2018 . | |
[2] | Performance units represents the target number of performance units granted. The actual number of performance units earned, if any, is dependent upon performance and may range from 0% to 200% of the target. |
Equity-Based Compensation - Pha
Equity-Based Compensation - Phantom Units (Details) - Phantom units | 9 Months Ended | |
Sep. 30, 2019$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Phantom Units granted | shares | 603,571 | [1] |
Fair value of phantom units granted (in dollars per share) | $ 15 | [1] |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of phantom units granted (in dollars per share) | 14.04 | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of phantom units granted (in dollars per share) | $ 15.04 | |
[1] | Performance units represents the target number of performance units granted. The actual number of performance units earned, if any, is dependent upon performance and may range from 0% to 200% of the target. |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity Units Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2018 | ||
Performance units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Units Outstanding (in units) | 2,109,835 | ||
Granted (in units) | [1] | 610,170 | |
Vested (in units) | [2] | (1,162,512) | |
Forfeited (in units) | (53,875) | ||
Units Outstanding (in units) | 1,503,618 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Units Outstanding (in dollars per unit) | $ 14.33 | ||
Granted (in dollars per unit) | [1] | 19.95 | |
Vested (in dollars per unit) | [2] | 11.01 | |
Forfeited (in dollars per unit) | 18.70 | ||
Units Outstanding (in dollars per unit) | $ 19.02 | ||
Aggregate Intrinsic Value of Units Outstanding | $ 18 | ||
Performance units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Payout percentage | 0.00% | ||
Performance units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Payout percentage | 200.00% | ||
Performance units | Annual Grant in 2016 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted (in units) | 1,103,761 | ||
Performance units | Annual Grant in 2014 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Payout percentage | 200.00% | ||
Performance units | Annual Grant in 2016 at 200% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Vested (in units) | (2,207,522) | ||
Phantom units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Units Outstanding (in units) | 1,447,590 | ||
Granted (in units) | [1] | 603,571 | |
Vested (in units) | [2] | (589,481) | |
Forfeited (in units) | (59,004) | ||
Units Outstanding (in units) | 1,402,676 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Units Outstanding (in dollars per unit) | $ 12.38 | ||
Granted (in dollars per unit) | [1] | 15 | |
Vested (in dollars per unit) | [2] | 8.51 | |
Forfeited (in dollars per unit) | 14.81 | ||
Units Outstanding (in dollars per unit) | 15.03 | ||
Aggregate Intrinsic Value of Units Outstanding | $ 17 | ||
Phantom units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Granted (in dollars per unit) | 14.04 | ||
Phantom units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Granted (in dollars per unit) | $ 15.04 | ||
[1] | Performance units represents the target number of performance units granted. The actual number of performance units earned, if any, is dependent upon performance and may range from 0% to 200% of the target. | ||
[2] | Performance units vested as of September 30, 2019 include 1,103,761 and 26,986 units from 2016 grants, which were approved by the Board of Directors in 2016 and paid out at 200% , or 2,207,522 units on March 1, 2019 and 53,972 units on September 6, 2019, based on the level of achievement of a performance goal established by the Board of Directors over the performance period of January 1, 2016 through December 31, 2018 . |
Equity-Based Compensation - Unr
Equity-Based Compensation - Unrecognized Compensation Cost (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized Compensation Cost (In millions) | $ 26 | |
Performance units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized Compensation Cost (In millions) | 15 | |
Weighted Average Period for Recognition (In years) | 1 year 6 months 14 days | |
Phantom units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized Compensation Cost (In millions) | $ 11 | |
Weighted Average Period for Recognition (In years) | 1 year 6 months 21 days | |
Long Term Incentive Plan | Common Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for issuance | 6,284,006 |
Reportable Segments - Schedule
Reportable Segments - Schedule of Financial Data for Business Segments and Services (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Total Revenues | $ 699 | $ 928 | $ 2,229 | $ 2,481 | |
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately) | 263 | 516 | 958 | 1,335 | |
Operation and maintenance, General and administrative | 136 | 126 | 389 | 370 | |
Depreciation and amortization | 108 | 100 | 323 | 292 | |
Taxes other than income tax | 17 | 15 | 52 | 48 | |
Operating Income | 175 | 171 | 507 | 436 | |
Capital expenditures | 101 | 176 | 353 | 551 | |
Total assets | 12,435 | 12,435 | $ 12,444 | ||
Operating Segments | Gathering and Processing | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenues | 542 | 778 | 1,759 | 2,010 | |
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately) | 238 | 493 | 895 | 1,262 | |
Operation and maintenance, General and administrative | 79 | 78 | 238 | 230 | |
Depreciation and amortization | 77 | 66 | 229 | 191 | |
Taxes other than income tax | 10 | 9 | 31 | 29 | |
Operating Income | 138 | 132 | 366 | 298 | |
Capital expenditures | 70 | 125 | 267 | 416 | |
Total assets | 9,902 | 9,902 | 9,874 | ||
Operating Segments | Transportation and Storage | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenues | 234 | 281 | 802 | 837 | |
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately) | 102 | 152 | 394 | 438 | |
Operation and maintenance, General and administrative | 57 | 48 | 152 | 141 | |
Depreciation and amortization | 31 | 34 | 94 | 101 | |
Taxes other than income tax | 7 | 6 | 21 | 19 | |
Operating Income | 37 | 41 | 141 | 138 | |
Capital expenditures | 31 | 51 | 86 | 135 | |
Total assets | 5,839 | 5,839 | 5,805 | ||
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenues | (77) | (131) | (332) | (366) | |
Cost of natural gas and natural gas liquids (excluding depreciation and amortization shown separately) | (77) | (129) | (331) | (365) | |
Operation and maintenance, General and administrative | 0 | 0 | (1) | (1) | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Taxes other than income tax | 0 | 0 | 0 | 0 | |
Operating Income | 0 | (2) | 0 | 0 | |
Capital expenditures | 0 | 0 | 0 | 0 | |
Total assets | (3,306) | (3,306) | $ (3,235) | ||
Product | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenues | 320 | 553 | 1,156 | 1,497 | |
Product | Operating Segments | Gathering and Processing | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenues | 294 | 528 | 1,096 | 1,411 | |
Product | Operating Segments | Transportation and Storage | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenues | 100 | 153 | 381 | 442 | |
Product | Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenues | (74) | (128) | (321) | (356) | |
Natural Gas, Gathering, Transportation, Marketing and Processing | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenues | 379 | 375 | 1,073 | 984 | |
Natural Gas, Gathering, Transportation, Marketing and Processing | Operating Segments | Gathering and Processing | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenues | 248 | 250 | 663 | 599 | |
Natural Gas, Gathering, Transportation, Marketing and Processing | Operating Segments | Transportation and Storage | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenues | 134 | 128 | 421 | 395 | |
Natural Gas, Gathering, Transportation, Marketing and Processing | Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenues | $ (3) | $ (3) | $ (11) | $ (10) |