enlc-20240930

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

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

For the quarterly period ended September 30, 2024

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

For the transition period from to

Commission file number: 001-36336

ENLINK MIDSTREAM, LLC

(Exact name of registrant as specified in its charter)


Delaware		46-4108528
(State of organization)		(I.R.S. Employer Identification No.)

1722 Routh St., Suite 1300
Dallas,	Texas	75201
(Address of principal executive offices)		(Zip Code)

(214) 953-9500

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934:

Title of Each Class

Trading Symbol

Name of Exchange on which Registered

Common Units Representing Limited Liability Company Interests

ENLC

The New York Stock Exchange

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of October 31, 2024, the Registrant had 457,073,081 common units outstanding.

Table of Contents

TABLE OF CONTENTS


Item	Description	Page

	Definitions	3
	PART I—FINANCIAL INFORMATION
1.	Financial Statements	5
	Consolidated Balance Sheets	5
	Consolidated Statements of Operations	6
	Consolidated Statements of Comprehensive Income	7
	Consolidated Statements of Changes in Members’ Equity	8
	Consolidated Statements of Cash Flows	12
	Notes to Consolidated Financial Statements	13
	Note 1—General	13
	Note 2—Significant Accounting Policies	14
	Note 3—Intangible Assets	15
	Note 4—Related Party Transactions	16
	Note 5—Long-Term Debt	17
	Note 6—Income Taxes	18
	Note 7—Certain Provisions of the ENLK Partnership Agreement	19
	Note 8—Members’ Equity	21


	Note 9—Derivatives	24
	Note 10—Fair Value Measurements	26
	Note 11—Segment Information	27
	Note 12—Other Information	32
	Note 13—Commitments and Contingencies	33

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
	Overview	34
	Recent Developments Affecting Industry Conditions and Our Business	35
	Other Recent Developments	36
	Non-GAAP Financial Measures	38
	Results of Operations	43
	Critical Accounting Policies	53
	Liquidity and Capital Resources	53
	Indebtedness	57
	Inflation	57
	Recent Accounting Pronouncements	57
	Disclosure Regarding Forward-Looking Statements	58
3.	Quantitative and Qualitative Disclosures About Market Risk	59

4.	Controls and Procedures	61

	PART II—OTHER INFORMATION

1.	Legal Proceedings	62

1A.	Risk Factors	62

2.	Unregistered Sales of Equity Securities and Use of Proceeds	64

5.	Other Information	64

6.	Exhibits	65
	Signature	66

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DEFINITIONS

The following terms as defined are used in this document:


Defined Term						Definition
/d						Per day.

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 Acquisition						On April 30, 2021, we completed the acquisition of Amarillo Rattler, LLC, the owner of a gathering and 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 FASB Accounting Standards Codification.



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 transmission pipeline that connects ENLK’s Riverside fractionator to Marathon Petroleum Corporation’s Garyville refinery.
ASU						The FASB Accounting Standards Update.


Bbl						Barrel.
Bbtu						Billion British thermal units.
Bcf						Billion cubic feet.


Board						The board of directors of the Managing Member.
CCS						Carbon capture, transportation, and sequestration.
Cedar Cove JV						Cedar Cove Midstream LLC, a joint venture in which we own a 30% 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 Acquisition						On December 19, 2022, we acquired gathering and processing assets located in Central Oklahoma, including approximately 900 miles of lean and rich natural 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 plants located in the Delaware Basin in Texas.


ENLC						EnLink Midstream, LLC together with its consolidated subsidiaries.

ENLK						EnLink Midstream Partners, LP or, when applicable, EnLink Midstream Partners, LP together with its consolidated subsidiaries.
Exchange Act						The Securities Exchange Act of 1934, as amended.

FASB						The Financial Accounting Standards Board.
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.
GCF						Gulf Coast Fractionators, a joint venture in which we own a 38.75% interest. GCF owns an NGL fractionator in Mont Belvieu, Texas. The GCF assets were idled to reduce operating expenses in 2021 but are expected to resume operations in the fourth quarter of 2024.
General Partner						EnLink Midstream GP, LLC, the general partner of ENLK.
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.
GIP/ONEOK Transaction						On October 15, 2024, GIP closed a transaction to sell all of GIP’s equity interests in (i) ENLC and (ii) the Managing Member to ONEOK.

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ISDAs						International Swaps and Derivatives Association Agreements.
LIBOR						U.S. Dollar London Interbank Offered Rate.
LNG						Liquified natural gas.
Managing Member						EnLink Midstream Manager, LLC, the managing member of ENLC.
Matterhorn JV						Matterhorn JV, a joint venture in which we own a 15% interest. The Matterhorn JV is constructing 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.

NYMEX						New York Mercantile Exchange.
ONEOK						ONEOK, Inc.
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, which were divested in November 2023.
OTC						Over-the-counter.
Permian Basin						A large sedimentary basin that includes the Midland and Delaware Basins primarily in West Texas and New Mexico.
PIK Distribution						A quarterly distribution in-kind of Series B Preferred Units. We agreed with the holders of the Series B Preferred Units to make a PIK Distribution until the quarterly distribution in respect of the earlier of (x) any quarter in which the holders of the Series B Preferred Units give notice to the General Partner of their election to terminate such PIK Distribution right and (y) the quarter ending June 30, 2024.


Revolving Credit Facility						A $1.40 billion unsecured revolving credit facility entered into by ENLC, which includes a $500.0 million letter 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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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

ENLINK MIDSTREAM, LLC AND SUBSIDIARIES

Consolidated Balance Sheets

(In millions, except unit data)


	September 30, 2024		December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	10.4	$	28.7
Accounts receivable:
Trade receivables (1)	58.4		85.9
Accrued revenue and other	491.8		581.4

Fair value of derivative assets	40.3		76.9
Other current assets	127.1		65.4
Total current assets	728.0		838.3
Property and equipment, net of accumulated depreciation of $5,453.3 and $5,137.2, respectively	6,168.2		6,407.0
Intangible assets, net of accumulated amortization of $1,146.8 and $1,051.2, respectively	698.0		793.6

Investment in unconsolidated affiliates	156.5		150.5
Fair value of derivative assets	13.9		27.0
Other assets, net	119.2		112.2
Total assets	$	7,883.8	$	8,328.6
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Accounts payable and drafts payable	$	76.9	$	126.5

Accrued natural gas, NGLs, condensate, and crude oil purchases	339.9		428.0
Fair value of derivative liabilities	32.5		62.7
Current maturities of long-term debt	681.3		97.9
Other current liabilities	605.7		278.5
Total current liabilities	1,736.3		993.6
Long-term debt, net of unamortized issuance cost	4,150.2		4,471.0

Other long-term liabilities	78.0		98.0
Deferred tax liability, net	103.8		104.2
Fair value of derivative liabilities	13.7		26.7

Members’ equity:
Members’ equity (458,619,945 and 451,614,086 units issued and outstanding, respectively)	946.9		1,000.5
Accumulated other comprehensive income (loss)	(1.1)		0.7
Non-controlling interest	856.0		1,633.9
Total members’ equity	1,801.8		2,635.1
Commitments and contingencies (Note 13)
Total liabilities and members’ equity	$	7,883.8	$	8,328.6

____________________________

(1)There was no allowance for bad debt at September 30, 2024 and December 31, 2023.

See accompanying notes to consolidated financial statements.

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ENLINK MIDSTREAM, LLC AND SUBSIDIARIES

Consolidated Statements of Operations

(In millions, except per unit data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Unaudited)
Revenues:
Product sales	$	1,292.3	$	1,488.1	$	3,975.9	$	4,203.7
Midstream services	294.3		280.1		839.5		838.9
Gain (loss) on derivative activity	21.8		(22.0)		(8.0)		1.2
Total revenues	1,608.4		1,746.2		4,807.4		5,043.8
Operating costs and expenses:
Cost of sales, exclusive of operating expenses and depreciation and amortization	1,067.6		1,244.7		3,280.6		3,535.6
Operating expenses	134.0		143.3		441.8		412.5
Depreciation and amortization	186.1		163.8		514.0		489.5
Impairments	71.0		20.7		85.2		20.7
(Gain) loss on disposition of assets	0.7		(0.6)		(0.1)		(1.8)
General and administrative	30.0		30.4		115.4		87.8

Total operating costs and expenses	1,489.4		1,602.3		4,436.9		4,544.3
Operating income	119.0		143.9		370.5		499.5
Other income (expense):
Interest expense, net of interest income	(67.7)		(67.9)		(199.8)		(205.2)
Gain on extinguishment of debt	9.5		—		9.5		—
Income (loss) from unconsolidated affiliate investments	(11.6)		1.0		(12.1)		(3.7)
Other income (expense)	0.9		(0.6)		5.2		(0.2)
Total other expense	(68.9)		(67.5)		(197.2)		(209.1)
Income before non-controlling interest and income taxes	50.1		76.4		173.3		290.4
Income tax expense	(7.0)		(10.6)		(13.2)		(40.5)
Net income	43.1		65.8		160.1		249.9
Net income attributable to non-controlling interest	29.1		36.3		93.5		107.9
Net income attributable to ENLC	$	14.0	$	29.5	$	66.6	$	142.0
Net income attributable to ENLC per unit:
Basic common unit	$	(0.03)	$	0.06	$	0.08	$	0.31
Diluted common unit	$	(0.03)	$	0.06	$	0.08	$	0.30

See accompanying notes to consolidated financial statements.

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ENLINK MIDSTREAM, LLC AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(In millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(Unaudited)
Net income	$	43.1	$	65.8	$	160.1	$	249.9
Unrealized gain (loss) on designated cash flow hedge (1)	(4.9)		1.7		(1.8)		6.2
Comprehensive income	38.2		67.5		158.3		256.1
Comprehensive income attributable to non-controlling interest	29.1		36.3		93.5		107.9
Comprehensive income attributable to ENLC	$	9.1	$	31.2	$	64.8	$	148.2

____________________________

(1)Includes tax benefit of $1.7 million and $0.6 million for the three and nine months ended September 30, 2024, respectively, and tax expense of $0.5 million and $1.9 million for the three and nine months ended September 30, 2023, respectively.

See accompanying notes to consolidated financial statements.

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ENLINK MIDSTREAM, LLC AND SUBSIDIARIES

Consolidated Statements of Changes in Members’ Equity

(In millions)


	Common Units			Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Total
	$		Units	$		$		$
	(Unaudited)
























Balance, June 30, 2024	$	914.2	452.1	$	3.8	$	1,540.3	$	2,458.3
Conversion of unit-based awards for common units, net of units withheld for taxes	(0.8)		0.2	—		—		(0.8)
Unit-based compensation	5.7		—	—		—		5.7
Contributions from non-controlling interests	—		—	—		10.9		10.9
Distributions	(61.4)		—	—		(40.5)		(101.9)
Unrealized loss on designated cash flow hedge (1)	—		—	(4.9)		—		(4.9)
Exchange of Series B Preferred Units (2)	127.6		10.0	—		(127.6)		—
Repurchase of Series B Preferred Units (2)	(9.5)		—	—		(190.5)		(200.0)
Tax impact of exchange and repurchase of Series B Preferred Units	6.3		—	—		—		6.3
Redemption of Series C Preferred Units (2)	(3.8)		—	—		(360.7)		(364.5)
Repurchase of Series C Preferred Units (2)	—		—	—		(5.0)		(5.0)
Common units repurchased	(47.9)		(3.7)	—		—		(47.9)
Accrued common unit repurchase (3)	2.5		—	—		—		2.5
Net income	14.0		—	—		29.1		43.1
Balance, September 30, 2024	$	946.9	458.6	$	(1.1)	$	856.0	$	1,801.8

____________________________

(1)Includes tax benefit of $1.7 million for the three months ended September 30, 2024.

(2)For more information regarding the exchange and repurchase of the Series B Preferred Units and the repurchase and redemption of the Series C Preferred Units, see “Note 7—Certain Provisions of the ENLK Partnership Agreement.”

(3)Relates to the change in the repurchase accrual of ENLC common units held by GIP, which were contractually subject to repurchase by ENLC at the end of each quarter and settled in the subsequent quarter. For additional information, see “Note 8—Members’ Equity.”

See accompanying notes to consolidated financial statements.

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ENLINK MIDSTREAM, LLC AND SUBSIDIARIES

Consolidated Statements of Changes in Members’ Equity (Continued)

(In millions)


	Common Units			Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Total
	$		Units	$		$		$
	(Unaudited)




















Balance, June 30, 2023	$	1,156.1	462.0	$	4.5	$	1,613.6	$	2,774.2
Conversion of unit-based awards for common units, net of units withheld for taxes	(2.4)		0.3	—		—		(2.4)
Unit-based compensation	5.7		—	—		—		5.7
Contributions from non-controlling interests	—		—	—		29.4		29.4
Distributions	(58.4)		—	—		(49.7)		(108.1)
Unrealized gain on designated cash flow hedge (1)	—		—	1.7		—		1.7


Common units repurchased	(54.9)		(5.0)	—		—		(54.9)
Accrued common unit repurchase (2)	4.5		—	—		—		4.5
Net income	29.5		—	—		36.3		65.8
Balance, September 30, 2023	$	1,080.1	457.3	$	6.2	$	1,629.6	$	2,715.9

____________________________

(1)Includes tax expense of $0.5 million for the three months ended September 30, 2023.

(2)Relates to the change in the repurchase accrual of ENLC common units held by GIP, which were contractually subject to repurchase by ENLC at the end of each quarter and settled in the subsequent quarter. For additional information, see “Note 8—Members’ Equity.”

See accompanying notes to consolidated financial statements.

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ENLINK MIDSTREAM, LLC AND SUBSIDIARIES

Consolidated Statements of Changes in Members’ Equity (Continued)

(In millions)


	Common Units			Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Total
	$		Units	$		$		$
	(Unaudited)
Balance, December 31, 2023	$	1,000.5	451.6	$	0.7	$	1,633.9	$	2,635.1
Conversion of unit-based awards for common units, net of units withheld for taxes	(17.9)		3.0	—		—		(17.9)
Unit-based compensation	16.5		—	—		—		16.5
Contributions from non-controlling interests	—		—	—		24.7		24.7
Distributions	(183.9)		—	—		(122.4)		(306.3)
Unrealized loss on designated cash flow hedge (1)	—		—	(1.8)		—		(1.8)
Exchange of Series B Preferred Units (2)	217.5		17.0	—		(217.5)		—
Repurchase of Series B Preferred Units (2)	(9.5)		—	—		(190.5)		(200.0)
Tax impact of exchange and repurchase of Series B Preferred Units	6.3		—	—		—		6.3
Redemption of Series C Preferred Units (2)	(3.8)		—	—		(360.7)		(364.5)
Repurchase of Series C Preferred Units (2)	—		—	—		(5.0)		(5.0)
Common units repurchased (3)	(125.0)		(13.0)	—		—		(125.0)
Accrued common unit repurchase (4)	(20.4)		—	—		—		(20.4)
Net income	66.6		—	—		93.5		160.1
Balance, September 30, 2024	$	946.9	458.6	$	(1.1)	$	856.0	$	1,801.8

____________________________

(1)Includes tax benefit of $0.6 million for the nine months ended September 30, 2024.

(3)Excludes the $41.5 million repurchase of ENLC common units held by GIP on February 19, 2024, which was accrued at December 31, 2023.

(4)Relates to the repurchase of ENLC common units held by GIP, which were contractually subject to repurchase by ENLC at the end of each quarter and settled in the subsequent quarter. For additional information, see “Note 8—Members’ Equity.”

See accompanying notes to consolidated financial statements.

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ENLINK MIDSTREAM, LLC AND SUBSIDIARIES

Consolidated Statements of Changes in Members’ Equity (Continued)

(In millions)


	Common Units			Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Total
	$		Units	$		$		$
	(Unaudited)










Balance, December 31, 2022	$	1,306.4	469.0	$	—	$	1,606.3	$	2,912.7
Conversion of unit-based awards for common units, net of units withheld for taxes	(19.3)		2.9	—		—		(19.3)
Unit-based compensation	14.2		—	—		—		14.2
Contributions from non-controlling interests	—		—	—		51.5		51.5
Distributions	(178.6)		—	—		(132.2)		(310.8)
Unrealized gain on designated cash flow hedge (1)	—		—	6.2		—		6.2
Adjustment related to the redemption of the mandatorily redeemable non-controlling interest (2)	0.8		—	—		—		0.8

Repurchase of Series C Preferred Units	—		—	—		(3.9)		(3.9)
Common units repurchased	(162.4)		(14.6)	—		—		(162.4)
Accrued common unit repurchase (3)	(23.0)		—	—		—		(23.0)
Net income	142.0		—	—		107.9		249.9
Balance, September 30, 2023	$	1,080.1	457.3	$	6.2	$	1,629.6	$	2,715.9

____________________________

(1)Includes tax expense of $1.9 million for the nine months ended September 30, 2023.

(2)Relates to book-to-tax differences recorded upon the settlement of the mandatorily redeemable non-controlling interest.

(3)Relates to the repurchase of ENLC common units held by GIP, which were contractually subject to repurchase by ENLC at the end of each quarter and settled in the subsequent quarter. For additional information, see “Note 8—Members’ Equity.”

See accompanying notes to consolidated financial statements.

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ENLINK MIDSTREAM, LLC AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In millions)


	Nine Months Ended September 30,
	2024		2023
	(Unaudited)
Cash flows from operating activities:
Net income	$	160.1	$	249.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	514.0		489.5
Gain on disposition of assets	(0.1)		(1.8)
Non-cash unit-based compensation	16.5		14.2
Non-cash loss on derivatives recognized in net income	4.1		19.0
Gain on extinguishment of debt	(9.5)		—
Amortization of debt issuance costs and net discount of senior unsecured notes	4.6		4.9
Deferred income tax expense	12.0		39.0
Loss from unconsolidated affiliate investments	12.1		3.7
Impairments	85.2		20.7
Other operating activities	(2.5)		2.8
Changes in assets and liabilities, net of the effects of acquisitions:
Accounts receivable, accrued revenue, and other	117.7		33.3
Product inventory, prepaid expenses, and other	(65.7)		59.5
Accounts payable, accrued product purchases, and other accrued liabilities	(132.5)		(72.7)
Net cash provided by operating activities	716.0		862.0
Cash flows from investing activities:
Additions to property and equipment	(293.9)		(320.9)


Contributions to unconsolidated affiliate investments	(25.4)		(58.4)
Other investing activities	(5.8)		5.9
Net cash used in investing activities	(325.1)		(373.4)
Cash flows from financing activities:
Proceeds from borrowings	2,736.3		2,538.4
Repayments on borrowings	(2,465.2)		(2,544.4)

Distributions to members	(183.9)		(178.6)
Distributions to non-controlling interests	(122.4)		(132.2)
Payment to redeem mandatorily redeemable non-controlling interest	—		(10.5)
Repurchase of Series B Preferred Units	(200.0)		—
Repurchase of Series C Preferred Units	(5.0)		(3.9)

Contributions from non-controlling interests	24.7		51.5
Common unit repurchases	(166.5)		(162.4)
Payment of taxes related to the conversion of unit-based awards for common units	(17.9)		(19.3)
Other financing activities	(9.3)		(1.7)
Net cash used in financing activities	(409.2)		(463.1)
Net increase (decrease) in cash and cash equivalents	(18.3)		25.5
Cash and cash equivalents, beginning of period	28.7		22.6
Cash and cash equivalents, end of period	$	10.4	$	48.1

Supplemental disclosures of cash flow information:
Cash paid for interest	$	223.0	$	222.8
Cash paid for income taxes	$	1.1	$	1.5
Non-cash investing activities:

Right-of-use assets obtained in exchange for operating lease liabilities	$	40.3	$	13.3
Non-cash accrual of property and equipment	$	(29.2)	$	34.4
Non-cash financing activities:
Issuance of ENLC common units from Series B Preferred Units exchange	$	234.9	$	—
Redemption of Series B Preferred Units from Series B Preferred Units exchange	$	(217.5)	$	—

See accompanying notes to consolidated financial statements.

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ENLINK MIDSTREAM, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2024

(Unaudited)

(1) General

In this report, the terms “Company” or “Registrant,” as well as the terms “ENLC,” “our,” “we,” “us,” or like terms, are sometimes used as abbreviated references to EnLink Midstream, LLC itself or EnLink Midstream, LLC together with its consolidated subsidiaries, including ENLK and its consolidated subsidiaries. References in this report to “EnLink Midstream Partners, LP,” the “Partnership,” “ENLK,” or like terms refer to EnLink Midstream Partners, LP itself or EnLink Midstream Partners, LP together with its consolidated subsidiaries, including the Operating Partnership.

Please read the notes to the consolidated financial statements in conjunction with the Definitions page set forth in this report prior to Part I—Financial Information.

a.Organization of Business

ENLC is a Delaware limited liability company formed in October 2013. The Company’s common units are traded on the New York Stock Exchange under the symbol “ENLC.” As of September 30, 2024, and prior to the GIP/ONEOK Transaction, GIP, through GIP III Stetson I, L.P. (“GIP Stetson I”) and GIP III Stetson II, L.P. (“GIP Stetson II”), owned 44.0% of the outstanding limited liability company interests in ENLC. In addition to GIP’s equity interests in ENLC, GIP Stetson I maintained control over the Managing Member through its ownership of all of the equity interests in the Managing Member.

ENLC owns all of ENLK’s common units and also owns all of the membership interests of the General Partner. The General Partner manages ENLK’s operations and activities.

GIP/ONEOK Transaction

On October 15, 2024, GIP and ONEOK closed a transaction pursuant to which ONEOK acquired (i) 43.8% of the outstanding ENLC common units, consisting of 97,207,538 ENLC common units from GIP Stetson I and 103,133,215 ENLC common units from GIP Stetson II, in exchange for consideration equal to $14.90 in cash per common unit and (ii) all of the outstanding limited liability company interests in the Managing Member from GIP Stetson I in exchange for $300.0 million in cash, for a total cash consideration of approximately $3.285 billion. As a result of the GIP/ONEOK Transaction, ONEOK acquired control of the operations of ENLC and its subsidiaries.

b.Nature of Business

We primarily focus on owning, operating, investing in, and developing midstream energy infrastructure assets to provide midstream energy services, including:

•gathering, compressing, treating, processing, transporting, storing, and selling natural gas;

•fractionating, transporting, storing, and selling NGLs; and

•gathering, transporting, storing, trans-loading, and selling crude oil and condensate.

As of September 30, 2024, our midstream infrastructure network includes approximately 13,600 miles of pipelines, 25 natural gas processing plants with approximately 5.9 Bcf/d of processing capacity, seven fractionators with approximately 316,300 Bbls/d of fractionation capacity, barge and rail terminals, product storage facilities, purchasing and marketing capabilities, and equity investments in certain joint ventures. Our operations are based in the United States, and our sales are derived primarily from domestic customers.

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ENLINK MIDSTREAM, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(2) Significant Accounting Policies

a.Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q, are unaudited, and do not include all the information and disclosures required by GAAP for complete financial statements. All adjustments that, in the opinion of management, are necessary for a fair statement of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Commission on February 21, 2024. Certain reclassifications were made to the financial statements for the prior period to conform to current period presentation. The effect of these reclassifications had no impact on previously reported members’ equity or net income. All intercompany balances and transactions have been eliminated in consolidation.

b.Revenue Recognition

The following table summarizes the contractually committed fees (in millions) that we expect to recognize in our consolidated statements of operations, in either revenue or reductions to cost of sales, from MVC and firm transportation contractual provisions. These fees do not represent the shortfall amounts we expect to collect under our MVC and firm transportation contracts, as we generally do not expect volume shortfalls to equal the full amount of the contractual MVCs and firm transportation contracts during these periods.


Contractually Committed Fees	Commitments
2024 (remaining)	$	45.0
2025	158.8
2026	142.2
2027	112.1
2028	107.7
Thereafter	547.0
Total	$	1,112.8

c.Property and Equipment

In accordance with ASC 360, Property, Plant, and Equipment, we evaluate long-lived assets of identifiable business activities for potential impairment whenever events or changes in circumstances, or triggering events, indicate that their carrying value may not be recoverable. When the carrying amount of a long-lived asset is not recoverable, an impairment is recognized equal to the excess of the asset’s carrying value over its fair value, which is based on inputs that are not observable in the market, and thus represent Level 3 inputs.

In the third quarter of 2024, we identified changes in our outlook for future cash flows and the anticipated use of certain non-core assets in our Louisiana segment. We determined that the carrying amounts of these assets exceeded their fair values and are not recoverable. For the three months ended September 30, 2024, we recorded $71.0 million of impairment expense in our Louisiana segment related to our decision to idle the Pelican processing plant and cancel certain projects. For the nine months ended September 30, 2024, we recorded $85.2 million of impairment expense, of which $14.2 million was recorded in the first quarter of 2024 and related to changes in our outlook for future cash flows and the anticipated use of certain non-core assets in our North Texas segment.

During the third quarter of 2023, we identified changes in our outlook for future cash flows and the anticipated use of certain ORV crude assets in our Louisiana segment, which warranted an interim impairment test. We determined that the carrying amounts of these assets exceeded their fair values, based on market inputs and certain assumptions, and recorded an impairment expense of $20.7 million for the three months ended September 30, 2023.

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ENLINK MIDSTREAM, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

d.Non-controlling Interests

Our non-controlling interests are comprised of Series B Preferred Units, Series C Preferred Units, NGP’s 49.9% share of the Delaware Basin JV, and Marathon Petroleum Corporation’s 50.0% share of the Ascension JV. Certain of our joint venture arrangements provide us or our joint venture partners with the right, under certain circumstances, to cause a purchase or sale of interest in the joint venture or to seek to sell the entire joint venture. At any time after June 30, 2025, NGP has the right to arrange a sale of the Delaware Basin JV for the best available price; provided that, if NGP exercises this right, we are permitted, but not required, to purchase NGP’s interest at a certain call price.

e.Recent Accounting Pronouncements

On November 27, 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” (“ASU 2023-07”). ASU 2023-07 amends reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The impact of ASU 2023-07 would be limited to the disclosures within the footnotes of the consolidated financial statements.

On December 14, 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” (“ASU 2023-09”). ASU 2023-09 is intended to improve the transparency of income tax disclosures by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024, with early adoption permitted. Management is currently evaluating ASU 2023-09 to determine its impact on the Company’s annual disclosures.

On March 6, 2024, the Commission adopted a new set of rules that require a wide range of climate-related disclosures, including material climate-related risks, information on any climate-related targets or goals that are material to the registrant’s business, results of operations, or financial condition, Scope 1 and Scope 2 GHG emissions on a phased-in basis by certain larger registrants when those emissions are material and the filing of an attestation report covering the same, and disclosure of the financial statement effects of severe weather events and other natural conditions including costs and losses. Compliance dates under the final rule are phased in by registrant category. Multiple lawsuits have been filed challenging the Commission’s new climate rules, which have been consolidated and will be heard in the U.S. Court of Appeals for the Eighth Circuit. On April 4, 2024, the Commission issued an order staying the final rules until judicial review is complete.

(3) Intangible Assets

Intangible assets associated with customer relationships are amortized on a straight-line basis over the expected period of benefits of the customer relationships, which ranged from 10 to 20 years at the time the intangible assets were originally recorded. The weighted average amortization period for intangible assets is 14.9 years.

The following table represents our change in carrying value of intangible assets (in millions):


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Nine Months Ended September 30, 2024
Customer relationships, beginning of period	$	1,844.8	$	(1,051.2)	$	793.6
Amortization expense	—		(95.6)		(95.6)

Customer relationships, end of period	$	1,844.8	$	(1,146.8)	$	698.0

Amortization expense was $31.9 million for each of the three months ended September 30, 2024 and 2023 and $95.6 million and $95.7 million for the nine months ended September 30, 2024 and 2023, respectively.

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ENLINK MIDSTREAM, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The following table summarizes our estimated aggregate amortization expense for the next five years and thereafter (in millions):


2024 (remaining)	$	32.0
2025	110.2
2026	106.3
2027	106.3
2028	106.3
Thereafter	236.9

Total	$	698.0

(4) Related Party Transactions

(a) Transactions with the Cedar Cove JV

We process natural gas and purchase the related residue natural gas and NGLs from the Cedar Cove JV. Our transactions with the Cedar Cove JV for all periods presented were not material.

(b) Transactions with GIP

GIP Repurchase Agreement. On January 16, 2024, we entered into a new repurchase agreement with GIP with terms substantially similar to the repurchase agreement with GIP for 2023 entered into on December 20, 2022, which repurchase agreement terminated on December 31, 2023 in accordance with its terms. The current repurchase agreement will renew for successive one-year terms (each, a “Renewal Year”) on January 1 of each Renewal Year, with the first Renewal Year beginning on January 1, 2025, unless either the Company or the GIP Entities elects to terminate the Repurchase Agreement prior to the start of any Renewal Year, during a two-week period in December preceding the applicable Renewal Year.

On September 16, 2024, in connection with the GIP/ONEOK Transaction, we gave notice to GIP of our election to terminate the repurchase agreement entered into on January 16 , 2024, in accordance with the terms of the repurchase agreement. The termination of the repurchase agreement was effective as of October 2, 2024, upon which date we repurchased the applicable number of common units representing GIP’s pro rata share of the aggregate number of common units repurchased by us during the three months ended September 30, 2024.

See “Note 8—Members’ Equity” for additional information on the activity related to the GIP repurchase agreement.

Transactions with Companies Affiliated with GIP. We may engage in various transactions with GIP’s affiliated entities, including GIP’s portfolio companies. Our transactions with GIP’s affiliated entities for all periods presented were not material.

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ENLINK MIDSTREAM, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(5) Long-Term Debt

As of September 30, 2024 and December 31, 2023, long-term debt consisted of the following (in millions):


	September 30, 2024						December 31, 2023
	Outstanding Principal		Premium (Discount)		Long-Term Debt		Outstanding Principal		Premium (Discount)		Long-Term Debt

Revolving Credit Facility due 2027	$	—	$	—	$	—	$	—	$	—	$	—
AR Facility due 2025 (1)	260.0		—		260.0		300.0		—		300.0
ENLK’s 4.40% Senior unsecured notes due 2024	—		—		—		97.9		—		97.9
ENLK’s 4.15% Senior unsecured notes due 2025	421.6		—		421.6		421.6		—		421.6
ENLK’s 4.85% Senior unsecured notes due 2026	491.0		(0.1)		490.9		491.0		(0.2)		490.8
ENLC’s 5.625% Senior unsecured notes due 2028	500.0		—		500.0		500.0		—		500.0
ENLC’s 5.375% Senior unsecured notes due 2029	498.7		—		498.7		498.7		—		498.7
ENLC’s 6.50% Senior unsecured notes due 2030	1,000.0		(2.4)		997.6		1,000.0		(2.7)		997.3
ENLC’s 5.650% Senior unsecured notes due 2034	500.0		(1.9)		498.1		—		—		—
ENLK’s 5.60% Senior unsecured notes due 2044	340.0		(0.2)		339.8		350.0		(0.2)		349.8
ENLK’s 5.05% Senior unsecured notes due 2045	413.4		(4.4)		409.0		450.0		(5.0)		445.0
ENLK’s 5.45% Senior unsecured notes due 2047	448.2		(0.1)		448.1		500.0		(0.1)		499.9
Debt classified as long-term, including current maturities of long-term debt	$	4,872.9	$	(9.1)	4,863.8		$	4,609.2	$	(8.2)	4,601.0
Debt issuance cost (2)					(32.3)						(32.1)
Less: Current maturities of long-term debt (3)(4)(5)					(681.3)						(97.9)
Long-term debt, net of unamortized issuance cost					$	4,150.2					$	4,471.0

____________________________

(1)The effective interest rate was 5.9% and 6.4% at September 30, 2024 and December 31, 2023, respectively.

(2)Net of accumulated amortization of $23.8 million and $20.0 million at September 30, 2024 and December 31, 2023, respectively.

(3)The outstanding balance, net of debt issuance costs, of ENLK’s 4.40% senior unsecured notes due 2024 are classified as “Current maturities of long-term debt” in the consolidated balance sheet as of December 31, 2023 as these notes matured on April 1, 2024.

(4)The outstanding balance, net of debt issuance costs, of ENLK’s 4.15% senior unsecured notes are classified as “Current maturities of long-term debt” in the consolidated balance sheet as of September 30, 2024 as these notes mature on June 1, 2025.

(5)The AR Facility is classified as “Current maturities of long-term debt” in the consolidated balance sheet as of September 30, 2024 as the AR Facility is scheduled to terminate on August 1, 2025.

Revolving Credit Facility

The Revolving Credit Facility permits ENLC to borrow up to $1.4 billion on a revolving credit basis and includes a $500.0 million letter of credit subfacility. There were no outstanding borrowings under the Revolving Credit Facility and $14.6 million in outstanding letters of credit as of September 30, 2024.

On September 12, 2024, we amended the change of control provisions of the Revolving Credit Facility to, among other things, designate ONEOK as Qualifying Owners (as defined in the Revolving Credit Facility), such that the GIP/ONEOK Transaction did not result in a change of control under the Revolving Credit Agreement.At September 30, 2024, we were in compliance with the financial covenants of the Revolving Credit Facility.

AR Facility

On October 21, 2020, the SPV entered into the AR Facility. We are the primary beneficiary of the SPV, and we consolidate its assets and liabilities, which consist primarily of billed and unbilled accounts receivable of $496.4 million as of September 30, 2024. As of September 30, 2024, the AR Facility had a borrowing base of $383.3 million and there were $260.0 million in outstanding borrowings under the AR Facility.

Table of Contents

ENLINK MIDSTREAM, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The amount available for borrowings at any one time under the AR Facility is limited to a borrowing base amount calculated based on the outstanding balance of eligible receivables held as collateral, subject to certain reserves, concentration limits, and other limitations. Depending on our operational needs, we may not borrow the total amount available for borrowings. At September 30, 2024, we were in compliance with the financial covenants of the AR Facility.

Senior Unsecured Notes

On August 15, 2024, ENLC completed the sale of $500.0 million in aggregate principal amount of ENLC’s 5.650% senior unsecured notes due September 1, 2034 (the “2034 Notes”) at 99.618% of their face value. Interest on the 2034 Notes is payable on March 1 and September 1 of each year beginning on March 1, 2025. ENLC used the net proceeds for general limited liability company purposes, including to repay the borrowings under the Revolving Credit Facility and a portion of the borrowings under the AR Facility. A portion of these borrowings were incurred to purchase outstanding Series B Preferred Units on August 5, 2024. The 2034 Notes are fully and unconditionally guaranteed by ENLK.

Additionally, for the three and nine months ended September 30, 2024, we repurchased a portion of ENLK’s 5.60% senior unsecured notes due 2044 (the “2044 Notes”), ENLK’s 5.05% senior unsecured notes due 2045 (the “2045 Notes”), and ENLK’s 5.45% senior unsecured notes due 2047 (the “2047 Notes”) in open market transactions. As a result, we recognized a $9.5 million gain on extinguishment of debt, which is included in the consolidated statements of operations for the three and nine months ended September 30, 2024. We did not repurchase any senior unsecured notes in open market transactions during the three and nine months ended September 30, 2023.

(6) Income Taxes

The components of our income tax expense are as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Current income tax expense	$	(0.8)	$	(1.2)	$	(1.2)	$	(1.5)
Deferred income tax expense	(6.2)		(9.4)		(12.0)		(39.0)
Income tax expense	$	(7.0)	$	(10.6)	$	(13.2)	$	(40.5)

The following schedule reconciles income tax expense and the amount calculated by applying the statutory U.S. federal tax rate to income before non-controlling interest and income taxes (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Expected income tax expense based on federal statutory tax rate	$	(6.3)	$	(8.4)	$	(16.8)	$	(38.3)
State income tax expense, net of federal benefit	(0.9)		(1.1)		(2.4)		(4.9)
Unit-based compensation (1)	0.1		0.9		7.8		7.5



Other	0.1		(2.0)		(1.8)		(4.8)
Income tax expense	$	(7.0)	$	(10.6)	$	(13.2)	$	(40.5)

____________________________

(1)Related to book-to-tax differences recorded upon the vesting of unit-based awards.

Deferred Tax Assets and Liabilities