Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS OF

ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

TABLE OF CONTENTS

Item

Description

Page

PART I-FINANCIAL INFORMATION

1.

Financial Statements

4

2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

28

1

Table of Contents

DEFINITIONS

The following terms as defined are used in this document:

Defined Term

Definition

/d

Per day.

2014 Plan

ENLC's 2014 Long-Term Incentive Plan.

Adjusted gross margin

Revenue less cost of sales, exclusive of operating expenses and depreciation and amortization. Adjusted gross

margin is a non-GAAP financial measure. See "Item 2. Management's Discussion and Analysis of Financial

Condition and Results of Operations-Non-GAAP Financial Measures" for additional information.

Amarillo Rattler

On April 30, 2021, we completed the acquisition of Amarillo Rattler, LLC, the owner of a gathering and

Acquisition

processing system located in the Midland Basin.

AR Facility

An accounts receivable securitization facility of up to $500 million entered into by EnLink Midstream Funding,

LLC, a bankruptcy-remote special purpose entity and our indirect subsidiary, with PNC Bank, National

Association, as administrative agent and lender, and PNC Capital Markets, LLC, as structuring agent and

sustainability agent.

ASC

The Financial Accounting Standards Board Accounting Standards Codification.

ASC 718

ASC 718, Compensation-Stock Compensation.

ASC 815

ASC 815, Derivatives and Hedging.

ASC 820

ASC 820, Fair Value Measurements.

Ascension JV

Ascension Pipeline Company, LLC, a joint venture between a subsidiary of ENLK and a subsidiary of Marathon

Petroleum Corporation in which ENLK owns a 50% interest and Marathon Petroleum Corporation owns a 50%

interest. The Ascension JV, which began operations in April 2017, owns an NGL pipeline that connects ENLK's

Riverside fractionator to Marathon Petroleum Corporation's Garyville refinery.

Barnett Shale

A natural gas producing shale reservoir located in North Texas.

Barnett Shale

On July 1, 2022, we acquired all of the equity interest in the gathering and processing assets of Crestwood

Acquisition

Equity Partners LP located in the Barnett Shale.

Bbl

Barrel.

Bbtu

Billion British thermal units.

Bcf

Billion cubic feet.

Beginning TSR Price

The beginning total shareholder return ("TSR") price, which is the closing unit price of ENLC on the grant date

of the performance award agreement or the previous trading day if the grant date was not a trading day, is one of

the assumptions used to calculate the grant-date fair value of performance award agreements.

CCS

Carbon capture, transportation, and sequestration.

Cedar Cove JV

Cedar Cove Midstream LLC, a joint venture between a subsidiary of ENLK and a subsidiary of Kinder Morgan,

Inc. in which ENLK owns a 30% interest and Kinder Morgan, Inc. owns a 70% interest. The Cedar Cove JV,

which was formed in November 2016, owns gathering and compression assets in Blaine County, Oklahoma,

located in the STACK play.

Central Oklahoma

On December 19, 2022, we acquired gathering and processing assets located in Central Oklahoma, including

Acquisition

approximately 900 miles of lean and rich gas gathering pipeline and two processing plants with 280 MMcf/d of

total processing capacity.

CO2

Carbon dioxide.

Commission

U.S. Securities and Exchange Commission.

Delaware Basin

A large sedimentary basin in West Texas and New Mexico.

Delaware Basin JV

Delaware G&P LLC, a joint venture between a subsidiary of ENLK and an affiliate of NGP in which ENLK

owns a 50.1% interest and NGP owns a 49.9% interest. The Delaware Basin JV, which was formed in August

2016, owns the Lobo processing facilities and the Tiger processing plant located in the Delaware Basin in Texas.

ENLC

EnLink Midstream, LLC together with its consolidated subsidiaries.

ENLC Class C Common

A class of non-economic ENLC common units equal to the number of Series B Preferred Units in order to

Units

provide certain voting rights with respect to ENLC to the holders of such Series B Preferred Units.

ENLK

EnLink Midstream Partners, LP or, when applicable, EnLink Midstream Partners, LP together with its

consolidated subsidiaries.

FCDTCs

Futures and Cleared Derivatives Transactions Customer Agreements.

Federal Reserve

The Board of Governors of the Federal Reserve System of the United States.

GAAP

Generally accepted accounting principles in the United States of America.

Gal

Gallon.

2

Table of Contents

GCF

Gulf Coast Fractionators, which owns an NGL fractionator in Mont Belvieu, Texas. We own 38.75% of GCF.

The GCF assets were temporarily idled to reduce operating expenses in 2021, but are expected to resume

operations in 2024.

GIP

Global Infrastructure Management, LLC, an independent infrastructure fund manager, itself, its affiliates, or

managed fund vehicles, including GIP III Stetson I, L.P., GIP III Stetson II, L.P., and their affiliates.

ISDAs

International Swaps and Derivatives Association Agreements.

LIBOR

U.S. Dollar London Interbank Offered Rate.

Matterhorn JV

A joint venture with WhiteWater Midstream, LLC, Devon Energy Corporation, and MPLX LP. The Matterhorn

JV is expected to construct a pipeline designed to transport up to 2.5 Bcf/d of natural gas through approximately

490 miles of 42-inch pipeline from the Waha Hub in West Texas to Katy, Texas.

Midland Basin

A large sedimentary basin in West Texas.

MMbbls

Million barrels.

MMbtu

Million British thermal units.

MMcf

Million cubic feet.

MMgals

Million gallons.

MVC

Minimum volume commitment.

NGL

Natural gas liquid.

NGP

NGP Natural Resources XI, LP.

Operating Partnership

EnLink Midstream Operating, LP, a Delaware limited partnership and wholly owned subsidiary of ENLK.

OPIS

Oil Price Information Service.

ORV

ENLK's Ohio River Valley crude oil, condensate stabilization, natural gas compression, and brine disposal

assets in the Utica and Marcellus shales.

Permian Basin

A large sedimentary basin that includes the Midland and Delaware Basins primarily in West Texas and New

Mexico.

POL contracts

Percentage-of-liquids contracts.

POP contracts

Percentage-of-proceeds contracts.

Revolving Credit

A $1.40 billion unsecured revolving credit facility entered into by ENLC, which includes a $500.0 million letter

Facility

of credit subfacility. The Revolving Credit Facility is guaranteed by ENLK.

Series B Preferred Unit

ENLK's Series B Cumulative Convertible Preferred Unit.

Series C Preferred Unit

ENLK's Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit.

SOFR

Secured overnight financing rate.

SPV

EnLink Midstream Funding, LLC, a bankruptcy-remote special purpose entity that is an indirect subsidiary of

ENLC.

STACK

Sooner Trend Anadarko Basin Canadian and Kingfisher Counties in Oklahoma.

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Table of Contents

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

Consolidated Balance Sheets (In millions, except unit data)

March 31, 2023

December 31, 2022

ASSETS

(Unaudited)

Current assets:

Cash and cash equivalents

$

72.8

$

22.6

Accounts receivable:

Trade receivables (1)

86.3

89.2

Accrued revenue and other

537.5

636.0

Related party

294.1

217.4

Fair value of derivative assets

68.5

68.4

Other current assets

93.9

167.3

Total current assets

1,153.1

1,200.9

Property and equipment, net of accumulated depreciation of $4,898.8 and $4,774.5,

6,543.4

6,556.0

respectively

Intangible assets, net of accumulated amortization of $955.5 and $923.6,

889.3

921.2

respectively

Investment in unconsolidated affiliates

140.4

90.2

Fair value of derivative assets

13.6

2.9

Other assets, net

100.2

97.0

Total assets

$

8,840.0

$

8,868.2

LIABILITIES AND PARTNERS' EQUITY

Current liabilities:

Accounts payable and drafts payable

$

111.4

$

126.9

Accrued gas, NGLs, condensate, and crude oil purchases (2)

360.0

476.0

Fair value of derivative liabilities

41.1

42.9

Other current liabilities

173.1

198.6

Total current liabilities

685.6

844.4

Long-term debt, net of unamortized issuance cost (3)

4,828.0

4,723.5

Other long-term liabilities

96.6

94.0

Deferred tax liability

3.6

3.6

Fair value of derivative liabilities

18.3

2.7

Partners' equity:

Common unitholders (144,358,720 units issued and outstanding)

1,384.1

1,373.5

Series B Preferred Unitholders (54,168,359 units issued and outstanding)

798.6

799.2

Series C Preferred Unitholders (376,500 and 381,000 units issued and outstanding,

376.5

380.4

respectively)

General partner interest (1,594,974 equivalent units outstanding)

221.0

220.2

Accumulated other comprehensive loss

(1.6)

-

Non-controlling interest

429.3

426.7

Total partners' equity

3,207.9

3,200.0

Commitments and contingencies (Note 14)

Total liabilities and partners' equity

$

8,840.0

$

8,868.2

____________________________

  1. There was no allowance for bad debt at March 31, 2023. Includes allowance for bad debt of $0.1 million at December 31, 2022.
  2. Includes related party accounts payable balances of $1.2 million and $2.5 million at March 31, 2023 and December 31, 2022, respectively.
  3. Includes related party debt, net of unamortized issuance cost, of $2,180.6 million and $1,932.3 million at March 31, 2023 and December 31, 2022, respectively.

See accompanying notes to consolidated financial statements.

4

Table of Contents

ENLINK MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

Consolidated Statements of Operations

(In millions)

Three Months Ended

March 31,

2023

2022

(Unaudited)

Revenues:

Product sales

$

1,476.3

$

2,043.9

Midstream services

279.3

215.0

Gain (loss) on derivative activity

11.9

(31.2)

Total revenues

1,767.5

2,227.7

Operating costs and expenses:

Cost of sales, exclusive of operating expenses and depreciation and amortization (1)

1,271.9

1,794.5

Operating expenses

132.4

120.9

Depreciation and amortization

160.4

152.9

(Gain) loss on disposition of assets

(0.4)

5.1

General and administrative

29.3

29.0

Total operating costs and expenses

1,593.6

2,102.4

Operating income

173.9

125.3

Other income (expense):

Interest expense, net of interest income (2)

(68.5)

(55.1)

Loss from unconsolidated affiliate investments

(0.1)

(1.1)

Other income (expense)

(0.1)

0.1

Total other expense

(68.7)

(56.1)

Income before non-controlling interest and income taxes

105.2

69.2

Income tax expense

(0.1)

(0.2)

Net income

105.1

69.0

Net income attributable to non-controlling interest

10.9

7.3

Net income attributable to ENLK

$

94.2

$

61.7

____________________________

  1. Includes related party cost of sales of $1.5 million and $10.6 million for the three months ended March 31, 2023 and 2022, respectively.
  2. Includes related party interest expense of $32.6 million and $16.0 million for the three months ended March 31, 2023 and 2022, respectively.

See accompanying notes to consolidated financial statements.

5

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EnLink Midstream LLC published this content on 03 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 May 2023 21:17:54 UTC.