Gulf South Letterhead

UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION

DOCKET NO. CP19-__-000

APPLICATION

Exhibit F Location of Facilities Exhibit I Market Data Exhibit Y Accounting Treatment of Abandonment

VOLUME I PUBLIC INFORMATION

September 2019

September 23, 2019

Kimberly D. Bose, Secretary Federal Energy Regulatory Commission 888 First Street, N.E. Washington, DC 20426

Re: Gulf South Pipeline Company, LP Enable Gas Transmission, LLC Abbreviated Application for a Certificate of Public Convenience and Necessity, Abandonment, Acquisition, and Related Authorizations Docket No. CP19-___-000

Dear Ms. Bose:

Enable Gas Transmission, LLC (“Enable”) and Gulf South Pipeline Company, LP (“Gulf South”) (collectively “Applicants”) hereby submit for filing with the Federal Energy Regulatory Commission (“Commission”) an Abbreviated Application for a Certificate of Public Convenience and Necessity, Abandonment, Acquisition, and Related Authorizations (“Application”) pursuant to Section 7 of the Natural Gas Act (“NGA”), as amended, and Part 157 of the Commission’s regulations.

Applicants request authorizations necessary for Enable to sell and Gulf South to purchase Enable’s undivided ownership interest (“Enable’s Interest”) in the Bistineau Gas Storage Facility (“Bistineau” or “Bistineau storage”) located in Bienville and Bossier Parishes, Louisiana. The consolidation will serve the public interest by increasing administrative efficiency; providing greater operational flexibility under a single FERC gas tariff; and providing Gulf South more flexibility to provide the marketplace additional storage capacity it desires through the integration of Enable’s Interest. To accomplish this, Applicants request that the Commission:

(1) authorize Enable to abandon by sale its Interest in Bistineau to Gulf South; (2) authorize Gulf South to acquire Enable’s Interest by purchase and to operate it as part of its existing facilities, (3) authorize Enable to abandon by sale and Gulf South to acquire by purchase the cushion gas in situ currently owned by Enable at Bistineau; (4) reaffirm Gulf South’s ability to provide storage services in interstate commerce at market-based rates which would include existing Gulf South capacities at Bistineau plus the increased 8 Bcf of working gas capacity and 100,000 Mcf per day of withdrawal capacity purchased from Enable; (5) authorize Enable to abandon jurisdictional storage services provided from Bistineau under its Part 284 subpart G blanket certificate, issued in Docket No. CP82-384. (6) approve the accounting entries included as Exhibit Y which reflect these changes; and

9 Greenway Plaza, Ste. 2800 Houston, TX 77046 Tel. 713.479.8000 Gulf South Pipeline Company, LP Enable Gas Transmission, LLC September 23, 2019 Page 2

(7) (a) issue a waiver of the post and bid provisions of Section 6.8 of Gulf South’s tariff in order to permit the proposed FSS-B service agreement between the Applicants negotiated in the Agreement, to take effect on April 1, 2020 without modification and (b) issue any additional authorizations or waivers necessary to complete the proposed transfer of the Enable Interest.

Pursuant to 18 C.F.R. §388.112 of the Commission's regulations, this Application consists of two volumes:

VOLUME I: PUBLIC Public information, including the Application and Exhibits, except for Exhibit R which is designated Privileged;

VOLUME II: PRIVILEGED Exhibit R1 is provided in Volume II, considered Privileged, and labeled “CUI//PRIV” and “CONTAINS PRIVILEGED INFORMATION – DO NOT RELEASE.”

Pursuant to 18 C.F.R. § 388.112 of the Commission’s Regulations, Gulf South respectfully requests privileged treatment of Volume II. In accordance with the regulation, the information contained in Volume II and each page therein is provided and clearly labeled “CUI//PRIV” and “CONTAINS PRIVILEGED INFORMATION – DO NOT RELEASE” is being submitted to the Commission on September 23, 2019 and should maintain such designation for the life of the assets. As permitted by 18 C.F.R. § 388.112 of the Commission’s Regulations, Gulf South respectfully requests privileged treatment of Volume II because it contains certain commercially sensitive information and provides the commercial basis for the sale of the Enable Interest in Bistineau storage. Gulf South respectfully requests privileged treatment as it considers the agreement to be commercially sensitive and proprietary and thus exempt from mandatory public disclosure pursuant to the Freedom of Information Act, 5 U.S.C. 522. Gulf South is submitting the agreement in accordance with 18 C.F.R. Section 388.112 of the Commission’s Regulations. As a result, non- original copies of this application do not have Volume II.

In accordance with the Commission’s filing guidelines, Applicants will provide hard copies of this filing to the Commission (two copies to OEP Room 62-46 and one copy to OGC-EP Room 101-56). Applicants have also included a Notice suitable for publication in the Federal Register.

1 Gulf South and Enable are providing the executed Purchase and Sale Agreement (“PSA”). The exhibits and schedules to the PSA have been excluded but will be made available to the Commission upon request. Gulf South Pipeline Company, LP Enable Gas Transmission, LLC September 23, 2019 Page 3

If you have any questions, please contact Kyle Stephens at (713) 479-8033 or by email at [email protected].

Sincerely,

/s/ Michael E. McMahon

Michael E. McMahon Senior Vice President & General Counsel

Attachments

UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION

) Enable Gas Transmission, LLC ) Docket No. CP19-_____-000 Gulf South Pipeline Company, LP )

ABBREVIATED APPLICATION FOR CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY, ABANDONMENT AUTHORIZATION AND RELATED AUTHORIZATIONS

Pursuant to Sections 7(b) and 7(c) of the Natural Gas Act (“NGA”), 15 U.S.C.

§§ 717f(b) & 717f(c), as amended, and Parts 157 and 284 of the regulations of the Federal

Energy Regulatory Commission (“FERC” or “Commission”), 18 C.F.R. Parts 157 and 284,

Enable Gas Transmission, LLC (“Enable”) and Gulf South Pipeline Company, LP (“Gulf

South”) submit an abbreviated application for a certificate of public convenience and necessity and abandonment authority authorizing Enable to sell and Gulf South to purchase

Enable’s undivided ownership interest in the Bistineau Gas Storage Facility (“Bistineau” or

“Bistineau storage”) located in Bienville and Bossier Parishes, Louisiana.

Enable and Gulf South (collectively “Applicants”) submit this abbreviated application for authorizations necessary for Gulf South to acquire Enable’s undivided ownership interest in Bistineau (“Interest”)1 and consolidate the associated 8 billion cubic feet (“Bcf”) of working gas capacity and 100,000 Mcf per day of withdrawal capacity into Gulf South’s operations at Bistineau.

Enable and Gulf South have entered into a Purchase and Sale Agreement dated

September 23, 2019 (“Agreement”). A copy of the Agreement is submitted herewith in

1 Enable’s undivided interest includes, but is not limited to, recorded and unrecorded property rights, physical facilities such as wells, meters, pipelines, auxiliary facilities, and compressors, 7 Bcf of injected cushion natural gas and 2.5 Bcf of native cushion natural gas (collectively, “cushion gas”), and other rights as may be necessary to effectuate the transfer. See the Purchase and Sale Agreement in Exhibit R hereto.

Exhibit R, Volume II and is marked “CUI//PRIV” and “CONTAINS PRIVILEGED

INFORMATION – DO NOT RELEASE.” Gulf South requests pursuant to Section

388.112 of the Commission’s regulations 18 C.F.R. § 388.112, this document be treated as privileged information because it contains commercially sensitive, confidential information.

Upon approval from the Commission and closing of the transaction, Gulf South will own and operate all of the Bistineau storage field. The consolidation will serve the public interest by increasing administrative efficiency; providing greater operational flexibility under a single FERC gas tariff; and providing Gulf South more flexibility to provide the marketplace additional storage capacity it desires through the integration of Enable’s Interest.

This proposal will have no material effect on Enable’s customers and will not affect the nature or quality of Enable’s services as Enable operates its storage fields in aggregate as a complex. The Applicants have determined that this proposal will not affect the captive customers of Enable, Gulf South, or other pipeline systems. Since this proposal involves no construction or environmental disturbance, Applicants request that the Commission act as expeditiously as possible and approve this Application by January 16, 2020. This will ensure that Gulf South and Enable can complete the transfer by April 1, 2020, which aligns with the start of the storage injection season. Approving the Application in January will provide Gulf

South the certainty to offer the new capacity to the marketplace in a timely manner. The traditional injection season on Gulf South begins on April 1 of each year and having an additional 60 days to market the capacity will provide customers the time necessary to align their business needs with the availability of this capacity. Providing enough time to arrange these supply and storage agreements preserves the value of the new capacity for the 2020 storage season.

In support of this abbreviated application, the Applicants submit the following information:

I. DESCRIPTION OF APPLICANTS

Enable’s exact name is Enable Gas Transmission, LLC. Enable is a limited liability company organized and existing under the laws of the State of Delaware. Enable is a wholly-owned subsidiary of Enable Midstream Partners, LP. Enable’s principal offices are located at 409 West Sheridan Avenue, Suite 1500, Oklahoma City, Oklahoma, 73102.

The exact name of Gulf South is Gulf South Pipeline Company, LP, and its principal place of business is 9 Greenway Plaza, Suite 2800, Houston, Texas 77046. Gulf South is a limited partnership organized and existing under the laws of the state of Delaware and is duly authorized to do business in the states of Texas, Louisiana, Mississippi, Alabama, and

Florida. Gulf South is a natural gas company within the meaning of the NGA. It currently owns and operates approximately 7,240 miles of pipeline facilities extending from south and east Texas through Louisiana, Mississippi, southern Alabama, and western Florida. Gulf

South has numerous interconnects with other interstate and intrastate pipelines and storage facilities, which allow it to serve various on-system and off-system markets. Gulf South is an open-access pipeline company that provides transportation and storage services pursuant to Part 284 of the Commission’s regulations.

II. COMMUNICATIONS

All correspondence and communication concerning this Application should be addressed to the following:

Michael E. McMahon A. Gregory Junge Senior Vice President and General Counsel Hogan Lovells US LLP E. Adina Owen 555 Thirteenth Street, NW Senior Counsel Washington DC 20004 J. Kyle Stephens Phone: (202) 637-6642 Vice President, Regulatory Affairs [email protected] Boardwalk Pipeline Partners, LP 9 Greenway Plaza, Suite 2800 Houston, Texas 77046 Phone: (713) 479-8252 Fax: (713) 479-1745 [email protected] [email protected] [email protected]

Jonathan Christian Lisa D. Yoho Associate General Counsel Senior Director, Regulatory & FERC Compliance Enable Gas Transmission, LLC Austin Isensee 910 Louisiana St., Ste. 48040 (48th Floor) Lead Analyst, Regulatory & FERC Compliance Houston, TX 77002 Enable Gas Transmission, LLC (346) 701-2146 910 Louisiana St., Ste. 48040 (48th Floor) [email protected] Houston, TX 77002 (346) 701-2539 [email protected] [email protected]

Applicants respectfully request waiver of Rule 203(b)(3) of the Commission’s Rules of Practice and Procedure, 18 C.F.R. § 385.203(b)(3), to permit designation of more than two persons for service and communications. Applicants request that the Commission place each of these persons on the official service list for this proceeding pursuant to Rule 2010 of the

Commission’s Rules of Practice and Procedure, 18 C.F.R. § 385.2010.

III. APPLICANTS’ FACILITIES AND OPERATIONS

A. Enable’s Storage Facilities and Operations

Enable’s firm storage service is a system-wide service provided from four storage reservoirs connected to its pipeline system: the Ada Storage Reservoir in Oklahoma, the

Chiles Dome Storage Reservoir in Oklahoma, the Ruston Storage Reservoir in Louisiana, and the Bistineau Storage Reservoir in Louisiana. Enable’s total combined certificated storage capacity, including its interest in the Bistineau field, is approximately 90 Bcf, which includes approximately 49 Bcf of total combined working gas capacity. Enable owns an undivided interest, as described further herein, in Bistineau as a successor in interest to

Arkansas Louisiana Gas Company. As described below, Gulf South is the operator of

Bistineau. Enable’s interest in Bistineau represents a total of 17.5 Bcf of capacity, of which

8 Bcf is working gas capacity.

B. Gulf South’s Storage Facilities and Operations

Gulf South owns the majority of and operates Bistineau, which is located in Bienville and Bossier Parishes, Louisiana. Bistineau currently includes two compressor units comprising 9,000 horsepower at the Bistineau Station, 65 injection/withdrawal wells, 9 observation wells, and approximately 32 miles of storage pipelines.

Bistineau was converted from a depleted gas producing reservoir. The structural configuration of Bistineau is that of a faulted anticline, the major axis trending east-west.

The storage reservoir is bounded above by impermeable cap-rock. On the northeast flank of the reservoir, gas accumulation is controlled by a major fault trending northwest-southeast.

The remaining boundaries of the storage reservoir are limited by impermeable formations and water. Natural gas is stored in the Pettit Formation, comprised of three porous limestone

zones (“A,” “B,” and “C”). These three zones can be thought of as layers of a cake, with each successive layer from bottom to top separated by less permeable limestone. Zone A is the shallowest zone, or top layer; Zone B is the middle; and Zone C is the deepest, or bottom layer.

Bistineau was developed to offset the declining local gas supplies in northeast Texas and northern Louisiana and was placed in operation as a non-aquifer type storage field in

1966 pursuant to a certificate of public convenience and necessity issued in Docket No.

CP66-136-000.2 Bistineau has been expanded and the storage services offered from that facility have evolved consistent with Commission policy. Bistineau’s storage capacity has increased as follows:

TOTAL STORAGE CAPACITY (Mcf) AT 14.73 PSIA3 DOCKET NO. 103,524,000 CP66-1364 118,524,000 CP69-2025 123,524,000 CP70-1486 134,000,000 CP76-3417 141,000,000 CP76-341, amended8

Gulf South provides open-access storage services at Bistineau under Rate Schedules

FSS-B (Firm Storage Service - Bistineau) and ISS (Interruptible Storage Service). Gulf

South’s predecessor, Koch Gateway Pipeline Company was granted market-based rate authority for its FSS-B and ISS rate schedules.9 Gulf South also maintains working gas

2 United Gas Pipe Line Company, 35 F.P.C. 658 (1966). 3 Pounds per square inch absolute (“psia”). 4 United Gas Pipe Line Co., 35 FPC 658 (1966). 5 Arkansas Louisiana Gas Co. et al., 41 FPC 525 (1969) (Arkla). 6 United Gas Pipe Line Co., 43 FPC 700 (1970). 7 United Gas Pipe Line Co., 56 FPC 2432 (1976). 8 United Gas Pipe Line Co., 7 FERC ¶ 61,241 at 61,503 (1979). 9 Koch Gateway Pipeline Co., 66 FERC ¶ 61,385 (1994).

capacity to support 60% of Rate Schedule NNS (No-Notice Service) customer’s maximum supply quantity at Bistineau and 10 Bcf of natural gas to support operation of its system, of which a portion is at Bistineau.

In 1969, the Commission authorized the transfer of a partial ownership in Bistineau to

Arkansas Louisiana Gas Company, now Enable.10 Enable initially acquired 8 Bcf of working capacity and 2.5 Bcf of native gas. Enable provided 7 Bcf of gas to be used as injected cushion gas. Enable’s certificated withdrawal capacity has remained constant at 100,000

Mcf per day.

Bistineau’s working gas and base gas (including native gas) have been reclassified pursuant to inventory verification studies, yet the Enable interest has been unaffected.11

The following table reflects the current certificated storage levels at Bistineau as split between Enable and Gulf South.

Enable Gulf South Total (Bcf) (Bcf) (Bcf) Native Gas 2.5 4.00 6.5 Base Gas 7.0 41.76 48.76 Working Gas 8.0 77.74 85.74 Total 17.5 123.5 141.0

Gulf South owns and operates the Jackson gas storage facility (“Jackson Storage”) in

Rankin County, Mississippi. Jackson Storage has been in operation for over 50 years. Since

10 Arkla supra. 11 In 1997, in Docket No. CP97-631-000, Gulf South was granted permission to revise its estimated volumes of working gas and cushion gas associated with Bistineau and to take steps to prevent any further migration of gas by drilling a new withdrawal well on the western edge of the field and to expand protective acreage accordingly. In 2005, in Docket No. CP05-354-000, Gulf South was granted permission to adjust the certificated native, base and working gas storage capacity levels at Bistineau to more properly reflect the inventory levels based on the results of its most recent Inventory Verification Study.

it commenced service, the Commission has authorized Gulf South to increase the capacity at

Jackson Storage.12 Jackson Storage currently operates with a total overall certificated storage capacity of 7.729 Bcf, including 5.803 Bcf of working gas, and 1.926 Bcf of base gas.

Jackson Storage currently has eight injection and storage wells, nine observation wells, approximately 1.62 miles of 12-inch storage pipeline (north leg), 1.18 miles of 12-inch storage pipeline (south leg), and 2.08 miles of 16-inch storage pipeline, which connects the north and south legs to the Jackson Compressor Station. The Jackson Compressor Station has four compressor units of 2,000 hp each. Gulf South does not provide open-access storage services at Jackson Storage, but Gulf South maintains working gas capacity to support 40% of Rate Schedule NNS customer’s maximum supply quantity at Jackson Storage and 10 Bcf of natural gas to support operation of its system, of which a portion of this capacity is at Jackson Storage.

Gulf South also owns and operates the Petal storage complex (“Petal Storage”), which is located on the “Petal Salt Dome” in Forrest County, Mississippi. Petal Storage consists of eight caverns (Cavern Nos. 1, 3, 3-A, 6, 7, 8, 10, and 12A), including the former

Hattiesburg Industrial Gas Sales, L.L.C., facilities, with a certificated total storage capacity of 46.0 Bcf, certificated working gas capacity of 29.6 Bcf, and 16.4 Bcf of base gas. Petal

Storage currently has five certificated compressor stations providing 69,082 horsepower of compression, two 20-inch pipelines totaling 36.5 miles, 5.6 miles of 8-inch pipeline, and an integrated 5.6-mile, 20-inch storage header. In addition, Petal Storage customers have access to a 36-inch natural gas transmission pipeline that extends from the storage header 64.2 miles to the north (“Petal Pipeline”). The facility has twelve pipeline interconnections: eight

12 United Gas Pipe Line Co., 15 F.P.C. 643 (1956); Gulf South Pipeline Co. LP, 109 FERC ¶ 62,080, amended by, 115 FERC ¶ 61,366 (2006).

interconnections on the storage headers that are part of Petal Storage and four interconnections on the Petal Pipeline. Gulf South provides open-access storage services at

Petal Storage through Rate Schedule FSS-P (Firm Storage Service - Petal), ISS-P

(Interruptible Storage Service – Petal), AVS (Advancing Service), and PKS (Parking

Service). Gulf South’s recently reaffirmed market-based rate authority for its FSS-P, ISS-P,

AVS, and PKS rate schedules.13 Gulf South also provides open access no-notice transportation services supported by Petal Storage through Rate Schedule NNS-A

(Alternative No-Notice Service).

IV. DESCRIPTION OF PROPOSAL

The Applicants are seeking all certificate and abandonment authorizations necessary to transfer Enable’s Interest to Bistineau’s original owner, Gulf South. Upon Commission authorization for Gulf South to acquire the facilities and closing, Gulf South will consolidate the field’s capacities under its FERC Gas Tariff. Bistineau will then be owned and operated solely by Gulf South on an integrated basis as an interstate natural gas storage facility subject to the Commission’s jurisdiction under the NGA. This transfer will not harm the existing customers of Enable and will provide for more flexible services under a single entity, instead of by separate entities. Enable’s transportation customers will still have access to Bistineau through the same facilities they do today and can enter into service agreements with Gulf

South, if they so desire.

Specifically, Applicants request the Commission issue an order:

(1) authorizing Enable to abandon by sale its Interest in Bistineau to Gulf South;

13 Gulf South Pipeline Company, LP, 149 FERC ¶ 61,174 (2014).

(2) authorizing Gulf South to acquire Enable’s Interest by purchase and to operate

it as part of its existing facilities,

(3) authorizing Enable to abandon by sale and Gulf South to acquire by purchase

the cushion gas in situ currently owned by Enable at Bistineau;

(4) reaffirming Gulf South’s ability to provide storage services in interstate

commerce at market-based rates which would include existing Gulf South capacities at

Bistineau plus the increased 8 Bcf of working gas capacity and 100,000 Mcf per day of

withdrawal capacity purchased from Enable;

(5) authorizing Enable to abandon jurisdictional storage services provided from

Bistineau under its Part 284 subpart G blanket certificate, issued in Docket No. CP82-

384.14

(6) approving the accounting entries included as Exhibit Y which reflect these

changes; and

(7) (a) issuing a waiver of the post and bid provisions of Section 6.8 of Gulf

South’s tariff in order to permit the proposed FSS-B service agreement between the

Applicants negotiated in the Agreement, to take effect on April 1, 2020 without

modification and (b) issuing any additional authorizations or waivers necessary to

complete the proposed transfer of the Enable Interest.

Combining the capacity will create greater operational efficiency and improve reliability. The combined capacities also provide Gulf South more flexibility to support additional projects and new services to meet both regional and local market needs. The

14 Upon receipt of abandonment authority from the Commission, Enable will make a filing with the Commission for approval to modify its tariff to remove those portions of the tariff affected by this abandonment.

transfer will also result in administrative efficiencies for regional and local natural gas storage customers seeking new or continuing storage services from Bistineau.

Gulf South is seeking to continue providing firm and interruptible services at market- based rates from Bistineau. Because Gulf South operates Bistineau today, this will support a seamless transition for former Enable customers over to the Gulf South system, if they so desire. There are currently no customer contracts that would need to be transferred from

Enable to Gulf South as part of this sale. The requested approvals, if granted, would allow all of the ownership of Bistineau to reside with Gulf South, be operated under one FERC Gas

Tariff, and be operated in a more flexible and seamless manner to better serve both regional and local customers.

V. OPERATING AND MARKET CONDITIONS EXIST TO ALLOW THE ABANDONMENT

As described above, Enable’s firm storage service is a system-wide service. Enable currently has only one Firm Storage Service (“FSS”) customer, CenterPoint Energy

Resources Corp. (“CERC”). CERC currently has FSS contracts totaling 22,920,017 dekatherms (“Dth”). Enable also has several No-Notice Transportation Service (“NNTS”) contracts that utilize storage. Enable’s current total storage commitment currently under contract, including both FSS and NNTS service commitments, is approximately 31,000,000

Dth. CERC notified Enable in 2018 that it will be turning back approximately 7.6 Bcf of

FSS capacity as of April 1, 2021. Enable has a total of approximately 49 Bcf of certificated working gas capacity, which is more than adequate to meet Enable’s current and future anticipated firm contractual obligations to CERC and its other NNTS customers, even after the removal of the 8 Bcf of working gas capacity associated with the Bistineau field.

However, out of an abundance of caution, to ensure that deliveries to and from storage are not impacted by the proposed sale due to the location of the various storage assets on the

Enable transportation system and in order to ensure seamless operations after the sale of

Enable’s undivided ownership interest to Gulf South, the Applicants have agreed to a contractual solution whereby Enable will contract for 2,000,000 Dth of firm storage capacity from Gulf South at Bistineau for the period April 1, 2020 through March 31, 2021, which will provide both Enable and its current customers operational certainty.

Contracting with Gulf South for storage services at Bistineau and, if necessary, with other third-party storage providers, will ensure that Enable maintains adequate deliverability and is able to continue the level of service currently under contract, ensuring that there will be no negative impact on Enable’s customers. The contractual arrangement with Gulf South also will provide a transition period for Enable and CERC to adjust to Enable’s provision of storage services from its other storage facilities and will ensure that neither Enable nor its customer are forced to withdraw gas from the Bistineau field upon the closing of the transaction that they would not otherwise withdraw pursuant to normal operations. After this transition period, and after CERC’s turn back is effectuated, Enable will no longer require the storage capacity at the Bistineau field to meet the needs of its FSS customer. In the event that Enable determines that additional storage capability is needed, either during the period prior to CERC’s proposed turnback or after, Enable will contract for additional storage capacity from Bistineau or one of the many other storage options available in the area. As discussed in Section VII, below, many storage options exist to meet this need should it arise.

Enable has discussed the proposed sale of its interest in the Bistineau field with CERC and is authorized to state that CERC does not oppose the sale.

VI. THE PROPOSED CERTIFICATE AND TRANSFER IS REQUIRED BY THE PUBLIC CONVENIENCE AND NECESSITY

This Application meets the criteria of the Commission’s 1999 Certificate Policy

Statement (“Certificate Policy Statement”),15 and Applicants’ proposed consolidation and integration of the storage interests of Enable and Gulf South at Bistineau that will provide interstate services is in the public interest and is required by the present and future public convenience and necessity. Issuance of the requested authorizations will allow the

Applicants to meet business needs while continuing to provide open access, non- discriminatory storage from Bistineau consistent with the NGA and the Commission’s regulations and policies. The transfer proposed in the Application does not present concerns of subsidy by existing customers. Gulf South is currently permitted to provide all storage services from Bistineau at market-based rates. Existing customers of Enable and Gulf South will not be harmed by consolidation of the two interests.

A. Enable’s Proposed Abandonment by Transfer to Gulf South Is in the Public Interest

Section 7(b) of the NGA allows the abandonment of facilities upon a finding by the

Commission that “the present or future public convenience or necessity permits such abandonment.”16 The Commission has explained that it “examines abandonment applications on a case-by-case basis,” and that, “[i]n deciding whether a proposed abandonment is warranted, the Commission considers all relevant factors, but the criteria

15 See Certification of New Interstate Natural Gas Pipeline Facilities, Statement of Policy, 88 FERC ¶ 61,227, modified by, 89 FERC ¶ 61,040 (1999), Order Clarifying Statement of Policy, 90 FERC ¶ 61,128, Order Further Clarifying Statement of Policy, 92 FERC ¶ 61,094 (2000). 16 15 U.S.C. § 717f(b).

vary as the circumstances of the abandonment proposal vary.”17 An applicant bears the burden of establishing only that the public interest “will in no way be disserved by abandonment.”18 It need not show affirmative proof of benefit to the public interest.19 The

Commission has held that this standard “does not mean . . . that abandonment is not permitted if there is any harm to any narrow interest. The Commission takes a broad view in abandonment proceedings and evaluates proposed abandonment proposals against the benefits to the market as a whole.”20

Enable’s proposed abandonment of its Interest in Bistineau to Gulf South meets this standard. The Commission has granted abandonment authorization when one pipeline company merges into another and the new operator continues to operate the facilities as part of its system, recognizing that customers would benefit from greater flexibility, operational efficiencies, enhanced reliability, and access to new supply.21 Enable’s interstate pipeline facilities will continue to operate in interstate commerce subject to the jurisdiction of the

Commission. The abandonment would not impact the current storage contracts on Enable’s system since Enable’s storage fields are operated in aggregate and firm storage service is a system-wide service. After the abandonment, Enable’s customers that desire firm and interruptible storage service specifically at the Bistineau storage field will be able to contract directly with Gulf South. The Enable pipeline facilities, including the points at which gas is received into the Enable system from the Bistineau field and delivered from the Enable

17 Panhandle Eastern Pipe Line Co., 141 FERC ¶ 61,119 at P 11 (2012) (“Panhandle”). See also Transcontinental Gas Pipe Line Corp. v, FPC, 488 F.2d 1325, 1328 (D.C. Cir. 1973) (“Transco”). 18 ANR Pipeline Co., 139 FERC ¶ 61,238 at P 32 (citing Transco, 488 F.2d at 1328), reh’g granted in part and clarified by, 140 FERC ¶ 61,260 (2012) (“ANR”). 19 Consolidated Gas Supply Corp., 22 FERC ¶ 63,039 at 65,165 (1983). 20 ANR, 139 FERC ¶ 61,238 at P 32. 21 See, Ozark Gas Transmission, L.L.C, 93 FERC ¶ 61,281, at p. 61,944 (2000); Steuben Gas Storage Co., 141 FERC ¶ 62,036, at p. 64,090 (2012).

system into the Bistineau field, will remain available to any customers of Enable that desire to contract with Gulf South for storage services from Bistineau. Bistineau will continue to be operated under Gulf South’s open-access FERC Gas Tariff. Because there are no adverse impacts to Enable’s and Gulf South’s customers, the environment, or landowners, the

Commission should grant the authorizations requested.

B. Gulf South’s Acquisition of Enable’s Interest Is Consistent with the Commission’s Certificate Policy Statement

The Certificate Policy Statement establishes the criteria the Commission employs in determining whether there is sufficient need for a proposed interstate natural gas facility and whether the facility will serve the public interest. The threshold question is whether the proposal can be supported by the applicant without subsidies from existing customers.22 The

Certificate Policy Statement asks whether the impact on three constituencies – (i) the applicant’s existing customers, (ii) competing existing pipelines and their captive customers, and (iii) surrounding landowners and communities – is outweighed by the public benefit of the proposed facilities. Where there is no adverse impact on relevant interests, no balancing

23 of needs and detriments is necessary.

When evaluating certificate applications, the Commission’s stated goal is to give appropriate consideration to the enhancement of competitive transportation alternatives, the possibility of over-building, subsidization by existing customers, the applicant’s responsibility for unsubscribed capacity, the avoidance of unnecessary disruptions of the environment, and the unneeded exercise of eminent domain. Once the applicant demonstrates that the benefits to be achieved by the project will outweigh the potential

22 Certificate Policy Statement, 88 FERC at 61,745. 23 Id.

adverse effects, the Commission will find that the project is required by the public convenience and necessity.24

1. The Proposal Presents No Subsidization Concerns

The Applicants’ proposal does not rely on subsidies from existing Gulf South storage or transportation customers. All of Gulf South’s existing storage customers receive service under contracts with Gulf South at market-based and cost-based rates for service under the

NNS Rate Schedule, as authorized by the Commission in previous orders. All of Enable’s existing customers receive service under contracts with Enable at cost-based rates, as authorized by the Commission in previous orders. These contracts will not change as a result of approval of this application. Gulf South’s current No-Notice Service customers receive an allocation of costs from Bistineau as part of their maximum applicable rates. Gulf South is not proposing in this proceeding any change to the allocation of costs or capacity or to the rates for any existing services that will affect any existing contracts. Gulf South plans on offering this new storage capacity under its FSS-B Rate Schedule under its current market- based rate authority.25 Gulf South does not expect any material changes to the amount of fuel consumed in the operation of the facilities post-consolidation. Rates, contracts, and services provided to existing Enable and Gulf South customers under the existing FERC Gas Tariffs will not change as a result of approval of this Application.

24 Id. at p. 61,747. 25 As discussed in this Application and pursuant to Gulf South’s rate case settlement in Docket No. RP15-65-00, Bistineau provides 60% of the maximum supply quantity for no-notice transportation services and this will continue after the acquisition of the Enable Interest. Available no-notice transportation service capacity is already posted on Gulf South’s website for any customer who is interested in contracting for new or additional no-notice contract quantities.

2. Integration of the Enable Interest Will Not Adversely Impact Existing Enable or Gulf South Customers

The Applicants’ primary goal in this transfer is to maintain the status quo for existing customers of both Enable and Gulf South. Existing Enable customers will not be required to sign new agreements with Gulf South. Existing Enable customers can, if desired, elect to contract for new service on Gulf South. The Bistineau storage facility will continue to be connected to Enable and available to all Enable transportation customers without a separate transportation service agreement with Gulf South. In order to provide seamless operations across the closing date, the Applicants have agreed to a contractual solution which will provide both Enable and its current customers operational certainty during the transition period. On April 1, 2020, up to 2,000,000 Dth of storage capacity in the Bistineau storage field attributable to Enable’s Interest will be reserved under a new Gulf South Rate Schedule

FSS-B service agreement between Enable and Gulf South. The term of this service agreement is for one year, terminating at the end of the gas day on March 31, 2021, with injection and withdrawal capabilities conforming to Section 5.11[3] of the Gulf South tariff.

Enable will enter into the agreement pursuant to Section 13 of the General Terms and

Conditions section of its tariff which provides for the acquisition of off-system capacity on interstate pipelines. This will ensure that the proposed transfer will not require Enable’s customers to withdraw any quantities from Bistineau that they would not otherwise withdraw in the normal course of business.

Gulf South is not proposing any construction in order to accomplish the transfer and integration proposed in this Application. Gulf South currently operates Bistineau. There will be no operational impact on Gulf South’s customers as a result of this proposed transfer.

3. An Integrated Interstate Storage Facility Does Not Disrupt Existing Service or Harm Existing Enable and Gulf South Customers

Integration of all Bistineau capacities under a single tariff will not disrupt any existing services or harm existing Enable or Gulf South customers. Consolidation of the ownership will enhance the Commission’s regulatory goals by fostering seamless, efficient services through standardized terms, conditions, and business practices.26 The integration of the Enable and Gulf South interests will also promote operational efficiency, reliability, and customer flexibility by allowing Gulf South to use the full capabilities of Bistineau to support its operations.

4. Benefits of the Requested Authorizations Outweigh Adverse Consequences

Granting the requested authorizations will have substantial benefits for existing and potential customers and shippers, without adversely affecting the interests of Applicants’ existing customers. Because the proposal would not involve new construction, issues raised in the Commission’s Certificate Policy Statement concerning overbuilding, disruptions to the environment and use of eminent domain are not present.27 Applicants’ proposed actions will not rely on subsidization from existing customers, and existing customers will continue to

26 See Pipeline Service Obligations and Revisions to Regulations Governing Self-Implementing Transportation; and Regulation of Natural Gas Pipelines After Wellhead Decontrol, Order No. 636, 57 Fed. Reg. 13267, 13269 (Apr. 16, 1992), FERC Stats. & Regs. ¶ 30,939 at 30,393 (1992) (stating the Commission’s policy goals are “to ensure that all shippers have meaningful access to the pipeline transportation grid so that willing buyers and sellers can meet in a competitive, national market to transact the most efficient deals possible.”); order on reh’g, Order No. 636-A, 57 Fed. Reg. 36,128 (Aug. 12, 1992), FERC Stats. & Regs., Regs. Preambles ¶ 30,950 (1992); order denying reh’g, Order No. 636-B, 61 FERC ¶ 61,272 (1992), order on reh’g, 62 FERC ¶ 61,007 (1993) aff’d in part and remanded in part, United Distribution Cos. v. FERC, 88 F.3d 1105 (D.C. Cir. 1996); order on remand, Order No. 636-C, 78 FERC ¶ 61,186 (1997), order on reh’g, Order No. 636-D, 83 FERC ¶ 61,210 (1998); Atlanta Gas Light Co., 84 FERC ¶ 61,119 at 61,638 (1998) (“The broader regulatory framework created by Order No. 636 was designed to encourage the development of a smooth-operating, seamless natural gas pipeline grid for the purpose of enabling gas buyers to benefit from price competition in the natural gas wellhead market.”). 27 See Certificate Policy Statement, 88 FERC at 61,227.

receive service under the same rates and terms provided in their existing contracts. Any potential adverse effects the project may have are substantially outweighed by the public benefits that the proposed consolidation would achieve.

Enable’s proposed abandonment and Gulf South’s proposed acquisition and integration of Enable’s Interest in Bistineau is in the public interest, is required by the present and future public convenience and necessity, satisfies the Commission’s policy objectives, and meets the criteria set forth by the Commission in its Certificate Policy Statement. The

Commission should find that the acquisition of Enable’s Interest is in the public convenience and necessity and grant Enable and Gulf South the certificate and abandonment authorities requested herein. Applicants respectfully submit that their proposal merits prompt authorization.

VII. GULF SOUTH’S REQUEST TO CONTINUE PROVIDING STORAGE SERVICE AND STORAGE RELATED SERVICES AT MARKET-BASED RATES AND TRANSMISSION SERVICE AT COST-BASED RATES

Gulf South is not proposing any changes to the currently-effective rates established for Bistineau at this time. All customers utilizing Bistineau for firm or interruptible storage services will continue to pay market-based rates for its storage services.

Gulf South seeks a determination by the Commission that Gulf South may continue providing firm and interruptible storage services at market-based rates from Bistineau. The

Commission has approved Gulf South’s requests to charge market-based rates for its storage

services.28 The Commission recently found that Gulf South’s storage service raised no market power concerns.29

Consistent with its previously submitted market power analyses, Gulf South continues to define its relevant geographic market area to reflect what is referred to as the

Gulf Coast Production Area. The Gulf Coast Production Area includes the states of

Louisiana and Mississippi, as well as the two neighboring states of Alabama and the eastern portion of Texas. The Commission has accepted this geographic market definition (i.e. the

Gulf Coast Production Area) in numerous market-based storage orders.30 This area now includes 62 underground natural gas storage facilities, including the Gulf South, Enable, and other storage facilities owned by Gulf South’s affiliate. Also consistent with its most recent market power analysis, Gulf South has continued to define its relevant product market to include all natural gas storage facilities (both interstate and intrastate) in the Gulf Coast

Production Area.

28 See Gulf South Pipeline Co., 101 FERC ¶ 61,204 (2002) (finding that Gulf South lacked market power in the gas storage market and authorizing Gulf South to charge market-based rates for storage services at the now-defunct Magnolia storage facility); Koch Gateway Pipeline Co., 65 FERC ¶ 61,144 (1993); Koch Gateway Pipeline Co., 66 FERC ¶ 61,385 (1994) (finding that Gulf South’s predecessor-in-interest lacked market power in the gas storage market and authorizing market-based rates for firm and interruptible storage services at Bistineau). Gulf South routinely submits to the Commission an informational filing with an updated market- power analysis whenever Gulf South or an affiliated adds or acquires additional storage capacity. Gulf South’s most recent informational filing, submitted in Docket No. CP02-155 on May 13, 2013, provided an updated market-power analysis to reflect the Enable/Hattiesburg transfer. The market power analysis demonstrated that Gulf South continued to lack market power following that transfer. 29 On July 18, 2019, in Docket No. CP19-3-000, the Commission reviewed the HHI study submitted by Gulf South and approved Gulf South to continue its use of market-based rates and acknowledged Gulf South’s lack of market power status. 30 See, e.g., Sawgrass Storage, LLC, 138 FERC ¶ 61,180 (2012) (“Sawgrass”); Golden Triangle Storage, Inc., 138 FERC ¶ 61,036 (2012) (“Golden Triangle”); Cadeville Gas Storage, LLC, 132 FERC ¶ 61,115 (2010); BCR Holdings, Inc., 132 FERC ¶ 61,085 (2010); Atmos Pipeline and Storage, LLC, 127 FERC ¶ 61,260 (2009); Liberty Gas Storage, L.L.C., 127 FERC ¶ 61,221 (2009) (“Liberty”); Southeast Gas Storage, LLC, 125 FERC ¶ 61,307 (2008); Leaf River Energy Center, LLC, 125 FERC ¶ 61,131 (2008); Bay Gas Storage Co., Docket Nos. PR08-7-000 and PR08-7-001 (2008); PetroLogistics Natural Gas Storage, LLC, 122 FERC ¶ 61,193 (2008); and Monroe Gas Storage Co., 121 FERC ¶ 61,285 (2007).

An updated market power study is attached hereto as Exhibit I. In Exhibit I the calculated HHI’s for the relevant market are 1,151 for working gas and 815 for daily deliverability, demonstrating that Gulf South and its affiliate lack the ability to exercise market power at its storage facilities acting together with other storage providers. These

HHI’s are significantly below the 1,800 level that the Commission has determined would warrant additional scrutiny. The analysis indicates that Gulf South and its affiliate possesses a 10.74% market share for working gas capacity and a 10.09% market share for daily deliverability. Given the calculated HHI results and the other mitigating factors, these market shares indicate that Gulf South lacks the ability to exercise market power at its storage facilities acting alone.

The market power analysis demonstrates that Gulf South will continue to lack market power for its storage services in its relevant geographic market. The analysis also demonstrates that there is substantial ease of entry into the Gulf Coast Production Area that can help mitigate any remaining possible market power concerns. The proposed integration of the Enable facilities into Gulf South should not adversely affect Gulf South’s or its affiliate’s authorization to charge market-based rates at its various storage facilities pursuant to the Commission’s Alternative Rate Policy Statement.

VIII. ENVIRONMENTAL & LANDOWNER NOTIFICATION

The Applicants do not seek any authorization under this Application for construction or modification of any facilities. Thus, no environmental impacts will result from the proposed acquisitions and abandonments described in this Application. Applicants have not

included the environmental report generally required to be appended to certificate and abandonment applications as Exhibit F-1.31

For similar projects that proposed no construction or ground disturbance, the

Commission has found that neither an environmental assessment nor environmental impact statement should be required.32 Applicants request that the Commission either find that this project qualifies for a categorical exclusion under Section 380.4(a) of the Commission’s regulations or waive the requirement to file an environmental report.33

Because this Application involves no construction of facilities, the Commission’s landowner notification rules do not apply.34

IX. NOTICE & REQUEST FOR WAIVERS

In compliance with Section 284.504 of the Commission’s regulations and the Orders

35 36 issued in Docket Nos. CP14-473, et al. and CP19-3-000, Gulf South requests that the

Commission accept this Application as providing the required notice to the Commission regarding its acquisition of Enable’s Interest in Bistineau. As described in the Application and depicted in the HHI Study, provided as Exhibit I, Gulf South’s acquisition does not

31 See Southern Natural Gas Co., 91 FERC ¶ 61,206 at p. 61,734 (2000) (stating that “because no facilities are to be constructed or removed [in connection with the integration of two pipeline systems through abandonment and acquisition], there are no environmental concerns that impact the approval of this proposal.”) 32 See, e.g., UGI Storage Co., 133 FERC ¶ 61,073 at P 156 (2010) (no EA required where transfer of ownership assets did not involve ground disturbance), reh’g denied, 134 FERC ¶ 61,239 (2011); Chandeleur Pipe Line Co., 107 FERC ¶ 61,162 at P 25 (2004) (approving acquisition of an offshore gathering company and making it part of Chandeleur’s interstate pipeline system and finding that the transaction qualified for a categorical exclusion under Section 380.4(a)); Equitrans, L.P., 104 FERC ¶ 61,008 at P 37 (2003) (approving transfer of interstate pipelines and finding that an environmental review was not necessary because facilities were abandoned by sale through the transfer and no construction was required). 33 18 C.F.R. § 380.4(a)(27) (categorical exclusion for “[s]ale, exchange, and transportation of natural gas under sections 4, 5 and 7 of the Natural Gas Act that requires no construction of facilities”); 18 C.F.R. § 380.4(a)(31) (categorical exclusion for “[a]bandonment of facilities by sale that involves only minor or no ground disturbance to disconnect the facilities from the system”). 34 See 18 C.F.R. § 157.6(d)(1). 35 Gulf South Pipeline Co., LP, 149 FERC ¶ 61,174 (2014) at P. 42 36 Gulf South Pipeline Co., LP, 168 FERC ¶ 61,034 (2019).

significantly impact Gulf South’s market power status or its market-based rate authority. The

Applicants also request that the Commission grant any waivers it may deem necessary to issue the certificates and grant the approvals requested herein.

X. SHORTENED PROCEDURES

The Applicants request that this Application be processed in accordance with the shortened procedures set forth in Rules 801 and 802 of the Commission’s Rules of Practice and Procedure.37 Accordingly, the Applicants request that the intermediate decision procedure be omitted and waives oral hearing and opportunity for filing exceptions to the decision of the Commission.

In order to provide existing customers with the operational benefits and flexibility presented by this integration, the Commission should grant the requested authorizations no later than January 16, 2020. This will ensure that Gulf South and Enable can complete the transaction by April 1, 2020, prior to the storage injection season.

XI. CERTIFICATION

The Applicants state that they are willing and able to perform the acts and the services for which this Application is made, and, in so doing, to conform to the provisions of the NGA and the Commission’s rules and regulations promulgated thereunder.

XII. NOTICE

Attached is a form of Notice suitable for publication in the Federal Register.

37 18 C.F.R. §§ 385.801, 385.802.

XIII. DESCRIPTION OF EXHIBITS

In accordance with Sections 157.14 to 157.16 of the Commission’s regulations,38 and the Commission’s regulations for filing an abbreviated application under Section 157.7,39 the following exhibits relevant to Gulf South’s requested certificate authorities and integration of the capacity are attached, incorporated by reference, or omitted for the reasons stated.

Exhibit A Articles of Incorporation and By-Laws Omitted. Gulf South filed as Exhibit A in Docket No. CP19-490, which is incorporated by reference.

Exhibit B State Authorization Omitted. Gulf South filed as Exhibit B in Docket No. CP02-155, which is incorporated herein by reference.

Exhibit C Company Officials Omitted. Gulf South filed as Exhibit A in Docket No. CP19-490, which is incorporated by reference.

Exhibit D Subsidiaries and Affiliation. Omitted. Gulf South filed as Exhibit A in Docket No. CP19-3, which is incorporated by reference.

Exhibit E Other Pending Applications and Filings Omitted. Gulf South does not have any other applications or filings pending before the Commission that might significantly affect the instant application.

Exhibit F Location of Facilities Submitted herewith.

Exhibit F-I Environmental Report Omitted. No earth disturbance or construction of facilities is proposed.

Exhibit G,G-I Flow Diagrams Omitted. The transfer will have no impact on the operations or capacities Gulf South’s pipeline system.

38 18 C.F.R. §§ 157.14 – 157.16. 39 18 C.F.R. § 157.7.

Exhibit G-II Flow Diagram Data Omitted. The transfer will have no impact on the operations or capacities Gulf South’s pipeline system.

Exhibit H Total Gas Supply Data Omitted. No construction of facilities is proposed.

Exhibit I Market Data Submitted herewith.

Exhibit J Federal Authorizations Omitted. No other federal authorizations are required.

Exhibit K Cost of Facilities Omitted. No construction of facilities is proposed.

Exhibit L Financing Omitted. No construction of facilities is proposed.

Exhibit M Construction, Operation, and Management Omitted. No construction of facilities is proposed. Gulf South will continue to operate and maintain the Bistineau Storage Facility.

Exhibit N Revenues—Expenses—Income Omitted. Gulf South currently has Commission authorization for market-based rates for all services provided from Bistineau under its FERC Gas Tariff.

Exhibit O Depreciation and Depletion Omitted. There will be no change to Gulf South’s depreciation rates for Bistineau storage assets.

Exhibit P Tariff Omitted. No FERC Gas Tariff changes are required or proposed.

Exhibit Q Effect of Acquisition on Existing Contracts and Tariffs Omitted. There is no effect on Gulf South’s existing contracts or tariffs.

Exhibit R Acquisition Contracts The Purchase and Sale Agreement is provided herewith in Volume II and is marked “CUI//PRIV” and “CONTAINS PRIVILEGED INFORMATION – DO NOT RELEASE.” The Applicants request pursuant to Section 388.112 of the Commission’s regulations 18 C.F.R. § 388.112, this document be treated as privileged information because it contains commercially sensitive, confidential information.

Exhibit S Accounting Omitted. Gulf South currently has Commission authorization for market-based rates for all services provided from Bistineau under its FERC Gas Tariff.

In accordance with Sections 157.18 of the Commission’s regulations,40 and the

Commission’s regulations for filing an abbreviated application under Section 157.7,41 the following exhibits are relevant to Enable’s application to abandon all of its jurisdictional facilities and its blanket certificates issued under Parts 157 and 284 of the Commission’s regulations.

Exhibit T Related Applications Omitted. There are no related applications.

Exhibit U Contracts and Other Agreements Omitted. See Exhibit R.

Exhibit V Flow Diagram Showing Daily Design Capacity and Reflecting Operation of Applicant’s System After Abandonment Omitted. The transfer will have no impact on the operation or capacities of Enable’s pipeline system.

Exhibit W Impact on Customers Whose Service will be Terminated Omitted. No service agreements will be terminated.

Exhibit X Effect of the Abandonment on Existing Tariffs Omitted. Upon receipt of abandonment authority from the Commission, Enable will make a filing with the Commission for approval to modify its tariff to remove portions of the tariff affected by this abandonment.

Exhibit Y Accounting Treatment of Abandonment Submitted herewith.

Exhibit Z Location of Facilities. Omitted. See Exhibit F.

40 18 C.F.R. §§ 157.18. 41 18 C.F.R. § 157.7.

XIV. CONCLUSION

WHEREFORE, for the reasons set forth herein, Applicants requests the Commission to expedite its review of the proposal contained herein and, no later than January 16, 2020, issue a certificate of public convenience and necessity authorizing the abandonment by

Enable and the acquisition and operation of Enable’s Interest as described in the instant application, and any and all additional authorizations deemed necessary by the Commission to accomplish the purpose of this Application.

Sincerely,

/s/ Michael E. McMahon

Michael E. McMahon Senior Vice President & General Counsel Gulf South Pipeline Company, LP

/s/ Lisa D. Yoho

Lisa D. Yoho Senior Director, Regulatory and FERC Compliance Enable Gas Transmission, LLC

UNITED STATES OF AMERICA FEDERAL ENERGY REGULATORY COMMISSION

Enable Gas Transmission, LLC Docket No. CP19-___-000 Gulf South Pipeline Company, LP

NOTICE OF APPLICATION

(September __, 2019)

Take notice that on September 23, 2019, Enable Gas Transmission, LLC (“Enable”) and Gulf South Pipeline Company, LP (“Gulf South”) (collectively “Applicants”), 910 Louisiana Street, Suite 48040, Houston, Texas 77002, and 9 Greenway Plaza, Suite 2800, Houston, Texas 77046, respectively, filed in the above referenced docket, pursuant to section 7 of the Natural Gas Act (NGA) this abbreviated application for a certificate of public convenience and necessity.

Any questions regarding Enable and this application may be directed to Lisa D. Yoho, Senior Director, Regulatory & FERC Compliance, Enable Gas Transmission, LLC, 910 Louisiana Street, Suite 48040, Houston, Texas 77002; by telephone at (346) 701-2539 or by email at [email protected].

Any questions regarding Gulf South and this application may be directed to J. Kyle Stephens, Vice President of Regulatory Affairs, Gulf South Pipeline Company, LP, 9 Greenway Plaza, Suite 2800, Houston, Texas 77046; by telephone at (713) 479-8033 or by email at [email protected].

Pursuant to section 157.9 of the Commission's rules, 18 CFR 157.9, within 90 days of this Notice the Commission staff will either: complete its environmental assessment (EA) and place it into the Commission’s public record (eLibrary) for this proceeding; or issue a Notice of Schedule for Environmental Review. If a Notice of Schedule for Environmental Review is issued, it will indicate, among other milestones, the anticipated date for the Commission staff's issuance of the final environmental impact statement (FEIS) or EA for this proposal. The filing of the EA in the Commission’s public record for this proceeding or the issuance of a Notice of Schedule for Environmental Review will serve to notify federal and state agencies of the timing for the completion of all necessary reviews, and the subsequent need to complete all federal authorizations within 90 days of the date of issuance of the Commission staff's FEIS or EA.

There are two ways to become involved in the Commission's review of this project. First, any person wishing to obtain legal status by becoming a party to the proceedings for this project should, on or before the comment date stated below file with the Federal Energy Regulatory Commission, 888 First Street, NE, Washington, DC 20426, a motion to intervene in accordance with the requirements of the Commission's Rules of Practice and Procedure (18 CFR 385.214 or 385.211) and the Regulations under the NGA (18 CFR 157.10). A person obtaining party status will be placed on the service list maintained by the Secretary of the Commission and will receive copies of all documents filed by the applicant and by all other parties. A party must submit 7 copies of filings made in the proceeding with the Commission and must mail a copy to the applicant and to every other party. Only parties to the proceeding can ask for court review of Commission orders in the proceeding. The Commission strongly encourages electronic submissions of comments, protests and interventions in lieu of paper using the “eFiling” link at http://www.ferc.gov. Persons unable to file electronically should submit an original and 5 copies of the protest or intervention to the Federal Energy regulatory Commission, at the address above. Only parties to the proceeding can ask for court review of Commission orders in the proceeding.

However, a person does not have to intervene in order to have comments considered. The second way to participate is by filing with the Secretary of the Commission, as soon as possible, an original and two copies of comments in support of or in opposition to this project. The Commission will consider these comments in determining the appropriate action to be taken, but the filing of a comment alone will not serve to make the filer a party to the proceeding. The Commission's rules require that persons filing comments in opposition to the project provide copies of their protests only to the party or parties directly involved in the protest.

Persons who wish to comment only on the environmental review of this project should submit an original and two copies of their comments to the Secretary of the Commission. Environmental commenters will be placed on the Commission's environmental mailing list, will receive copies of the environmental documents, and will be notified of meetings associated with the Commission's environmental review process. Environmental commenters will not be required to serve copies of filed documents on all other parties. However, the non-party commenters will not receive copies of all documents filed by other parties or issued by the Commission (except for the mailing of environmental documents issued by the Commission) and will not have the right to seek court review of the Commission's final order.

The filing may also be viewed on-line at http://www.ferc.gov using the “eLibrary” link and is available for review in the Commission’s Public Reference Room in Washington, DC. There is an “eSubscription” link on the web site that enables subscribers to receive email notification when a document is added to a subscribed docket. For assistance with any FERC Online service, please email FERC at [email protected] or call toll-free, (866) 208-3676 or for TYY, (202) 502-8659.

Comment Date: 5:00 pm Eastern Time on , 2019.

Kimberly D. Bose Secretary

Exhibit F Location of Facilities Exhibit F

O k l a h o m a Page 1 of 2

A r k a n s a s

Mississippi

A l a b a m a

T e x a s F l o r i d a L o u i s i a n a

Bistineau Storage

Enable Midstream - Transmission Gulf South Pipeline - Transmission State 0 15 30 60 Miles Date: 9/23/2019

Document Path: O:\AppData\GIS\Cloud\Data\Commercial\GIS\Enable\BWP-GIS-1886 - Enable Midstream.mxd Exhibit F Page 2 of 2

Webster

Bistineau Storage Field

Bossier

Bienville

Caddo

Red River 0 1.5 3 6 Service Layer Credits: Sources: Esri, HERE, DeLorme, USGS, Intermap, increment P Corp., Miles NRCAN, Esri Japan, METI, Esri China (Hong Kong), Esri (Thailand), MapmyIndia, © OpenStreetMap contributors, and the GIS User Community

Map Items BISTINEAU STORAGE FIELD Bistineau Storage Field BIENVILLE PARISH Gulf South Pipeline E X H I B I T F County Boundary Document Path: O:\AppData\GIS\Cloud\Data\Commercial\GIS\Bist\BWP-GIS-1891 - Bistineau Storage Exhibit F.mxd

Exhibit I Market Data Exhibit I

Boardwalk Pipeline Partners, LP Market Power Analysis - Update

This market power analysis was conducted by Boardwalk Pipeline Partners, LP (“Boardwalk”) using the guidelines established in the Federal Energy Regulatory Commission (“FERC” or “Commission”) Policy Statement;1 the June 2006 Final Rule on Rate Regulation of Certain Natural Gas Storage Facilities (“Order No. 678”);2 and orders issued by the Commission granting market-based rate authorization to underground storage and market hub operators.

As described in the application, Gulf South Pipeline Company, LP (“Gulf South”) intends to purchase Enable Midstream Partners, LP’s (“Enable”) 1/12th ownership interest in the Bistineau Storage Field, which will make Gulf South the sole owner of this storage field. Gulf South hereby provides a proposed market power study, attached as Appendix B, reflecting the increased certificated working gas capacity and deliverability as described in the certificate application.

Boardwalk has undertaken this market power analysis to incorporate these changes in its overall storage capacity and deliverability. The updated analysis demonstrates that Boardwalk’s storage facilities, including Gulf South and Boardwalk Storage Company, LLC (“BSC”), will continue to meet the Commission’s standards for market-based rates for its storage services. This updated market power analysis reflects the most current data available as of May 2019.

The study incorporates updated data obtained primarily from FERC certificated capacities, the 191 Field Level Storage Data (Monthly) Report, as well as updated information obtained from companies’ public websites. The current market power analysis continues to utilize the same relevant geographic area, referred to as the Gulf Coast Production Area, and updated to reflect a total of 62 storage facilities.

Description of Boardwalk’s Gulf Coast Production Area Storage Facilities (by Affiliate)

Gulf South Pipeline Company, LP

Gulf South currently owns three natural gas storage facilities – (1) the Bistineau Storage Facility near Shreveport, Louisiana; (2) the Jackson Storage Facility near Jackson, Mississippi; and (3) the Petal Storage Complex located in Forrest County, Mississippi.

Currently, the Bistineau Storage Facility is jointly owned with Enable. Gulf South’s share of Bistineau’s working gas capacity is approximately 77,745 MMcf with an associated daily deliverability of 1,100 MMcf/d. The Commission has authorized Gulf South to charge market-based rates at Bistineau.3 The proposed acquisition of the Enable capacity at the Bistineau Storage Field would increase Gulf South’s certificated capacity by 8,000 MMcf and its deliverability by 100 MMcf/d.

1 Alternatives to Traditional Cost-of-Service Ratemaking for Natural Gas Pipelines and Regulation of Negotiated Transportation Services of Natural Gas Pipelines, 74 FERC ¶ 61,076, order on clarification, 74 FERC ¶ 61,194, order denying reh’g and clarification, 75 FERC ¶ 61,024, reh’g denied, 75 FERC ¶ 61,066 (1996), pet. for review denied sub nom., Burlington Res. Oil & Gas Co. v. FERC, 172 F.3d 918 (D.C. Cir. 1998) (“Policy Statement”). 2 Rate Regulation of Certain Natural Gas Storage Facilities, Order No. 678, FERC Stats. & Regs. [Regs. Preambles 2006-2007] ¶ 31,220, order on clarification and reh’g, Order No 678-A, 117 FERC ¶ 61,190 (2006). 3 See Koch Gateway Pipeline Co., 66 FERC ¶ 61,385 (1994).

Exhibit I

The Jackson Storage Facility, with a working gas capacity of approximately 5,803 MMcf and associated daily deliverability of 303 MMcf/d, is used to support the storage component of Gulf South’s no-notice transportation services and for operational purposes.

The Petal Storage Complex is located in Forrest County, Mississippi. As approved in Docket No. CP19-3- 000,4 the total certificated working storage capacity is currently 29,629 MMcf with total daily deliverability of 2,495 MMcf/d. Storage services were initially offered at the Petal Storage Complex in 1993 and subsequently the facilities have been expanded numerous times. In each instance,5 FERC authorized the use of market based rates to provide storage services at the Petal Storage Complex, most recently on July 18, 2019 (“July Order”) in Docket No. CP19-3-000. Appendix B reflects the daily deliverability approved in the July Order.

For purposes of this market power analysis, Boardwalk is providing both the current and proposed certificated working gas and deliverability capacities, as reflected in Appendices A and B. The proposed capacities reflect the proposed acquisition by Gulf South of the Enable capacity at the Bistineau Storage Field.

Boardwalk Storage Company, LLC

BSC owns and operates facilities which are high-deliverability salt cavern natural gas storage facilities located in Iberville Parish, Louisiana. BSC facilities currently consist of one certificated natural gas storage salt cavern, Cavern No. 25, with certificated capacities totaling approximately 11.8 Bcf (7.6 Bcf working gas and 4.2 Bcf cushion gas); a compressor station comprised of four electrically driven compressors totaling 20,000 hp; and a pipeline header system. BSC is authorized to deliver natural gas at a rate of approximately 550 MMcf per day, and inject gas at a rate of approximately 350 MMcf per day. BSC’s Cavern No. 25 is currently providing storage service.

The Commission authorized BSC to charge market based rates for its storage and hub services commencing with its initial certificate issued in March 2008.6 BSC’s authorization to charge market based rates has been reaffirmed by the Commission on two subsequent occasions, once in 2010 and most recently on June 21, 2012.7

Requirements for Market-Based Rate Authority

Boardwalk is proposing to continue to provide firm and interruptible storage services at its storage facilities under the market-based rate authority previously granted by the Commission.

Under the Commission’s Policy Statement, there are three steps that must be evaluated by applicants for market-based rates to demonstrate that it lacks significant market power: (1) defining the relevant geographic and product markets; (2) measuring a firm’s market share and market concentration in the

4 See 168 FERC ¶ 61,034 (2019). 5 See 64 FERC ¶ 61,190 (1993); 86 FERC ¶ 61,224 (1999); 90 FERC ¶ 61,243 (2000); 102 FERC ¶ 61,243 (2003); 118 FERC ¶ 61,253 (2007); 124 FERC ¶ 61,066 (2008); 132 FERC ¶ 61,168 (2010); 142 FERC ¶ 61,119 (2013); 149 FERC ¶ 61,174 (2014); and Id. 6 See PetroLogistics Natural Gas Storage, LLC, 122 FERC ¶ 61,193 (2008). 7 See 139 FERC ¶ 62,246 (2012). See also 133 FERC ¶ 62,074 (2010).

Exhibit I

relevant market; and (3) evaluating ease of entry into the market as well as other factors relevant to the applicant’s ability to exercise market power.8

This market power analysis has evaluated each of these three steps utilizing an approach consistent with Boardwalk’s previous market power evaluations submitted in Docket Nos. CP11-50, CP02-155, CP13-31, RP93-205, CP12-464, CP14-473, CP15-13, and CP19-3.

1. Defining the Relevant Geographic and Product Markets

Consistent with its previous market power studies, Boardwalk has continued to define its relevant geographic market area to reflect what is referred to as the Gulf Coast Production Area. The Gulf Coast Production Area includes the states of Louisiana and Mississippi, as well as the two neighboring states of Alabama and the eastern portion of Texas. The Commission has accepted this geographic market definition (i.e. the Gulf Coast Production Area) in numerous market-based storage orders.9 This area now includes 62 underground natural gas storage facilities, including the Gulf South and BSC storage facilities. Also consistent with its most recent market power study, Boardwalk has continued to define its relevant product market to include all natural gas storage facilities (both interstate and intrastate) in the Gulf Coast Production Area.

2. Measuring Boardwalk’s Market Share and Market Concentration in the Relevant Market

The Commission explains in the Policy Statement that a seller can exercise market power by either raising price acting alone, or acting together with other sellers.10 In the Commission’s market power framework, an applicant’s market share is an indicator of whether an applicant can exercise market power “acting alone,” and the Herfindahl-Hirschman Index (“HHI”) indicates whether an applicant can “act together” with competing providers to exercise market power. Each seller’s market share is calculated by dividing its capacity by the total capacity of the market. A market share near or below 10 percent has been used by the Commission as a “safe harbor” and a lack of market power acting alone.11 In evaluating market shares above 10 percent, the Commission also considers other mitigating factors, such as ease of entry into the market.12

The HHI for the market is calculated by squaring each participant’s market share, and then summing the results and typically multiplying this figure by 10,000 to avoid decimals. The Policy Statement provides

8 Policy Statement at p. 61,231. 9 See, e.g., Gulf South Pipeline Co., LP, 149 FERC ¶ 61,174 (2014); D'lo Gas Storage, LLC, 140 FERC ¶ 61,182 (2012) Sawgrass Storage, LLC, 138 FERC ¶ 61,180 (2012); Golden Triangle Storage, Inc., 138 FERC ¶ 61,036 (2012); Cadeville Gas Storage, LLC, 132 FERC ¶ 61,115 (2010); BCR Holdings, Inc., 132 FERC ¶ 61,085 (2010); Atmos Pipeline and Storage, LLC, 127 FERC ¶ 61,260 (2009); Liberty Gas Storage, L.L.C., 127 FERC ¶ 61,221 (2009) (“Liberty”); Southeast Gas Storage, LLC, 125 FERC ¶ 61,307 (2008); Leaf River Energy Center, LLC, 125 FERC ¶ 61,131 (2008); Bay Gas Storage Co., Docket Nos. PR08-7-000 and PR08-7-001 (2008); PetroLogistics Natural Gas Storage, LLC, 122 FERC ¶ 61,193 (2008); and Monroe Gas Storage Co., 121 FERC ¶ 61,285 (2007). 10 Policy Statement at p. 61,234. 11 Red Lake Storage, LP, 102 FERC ¶ 61,077 at P 39 (2003). 12 Id. The Commission has granted market-based rate authority in Copiah Storage, LLC, 121 FERC ¶ 61,272 (2007), with a 22.0 percent market share for daily deliverability capacity; ONEOK Gas Storage, L.L.C., 90 FERC ¶ 61,283 (2000), with a market share of 21.8 percent for daily deliverability capacity; in Egan Hub Partners, LP, 95 FERC ¶ 61,395 (2001) with a 19.3 percent market share for incoming hub capacity; and in Liberty, with a 16.0 percent market share for daily deliverability.

Exhibit I

that an HHI of less than 1,800 indicates a market in which sellers cannot exercise market power acting together.13 A low HHI is indicative of an unconcentrated market in which sellers will be unable, acting together, to increase price above competitive levels.

Boardwalk has calculated the market shares and HHI’s for both the working gas capacity and the daily deliverability in the relevant market area, grouped by corporate ownership. See attached Appendices A and B.

As shown in Appendix B, the proposed calculated HHI’s for the relevant market are 1,151 for working gas and 815 for daily deliverability, suggesting that Boardwalk lacks the ability to exercise market power at its storage facilities acting together with other storage providers. These proposed HHI’s are significantly below the 1,800 level that the Commission has determined would warrant additional scrutiny.

The analysis further indicates that, after incorporating the proposed additional Bistineau working gas capacity and deliverability, Boardwalk will possess a 10.74% market share for working gas capacity and a 10.09% market share for daily deliverability.

Given the calculated, proposed HHI results and the other mitigating factors discussed below, these market shares indicate that Boardwalk continues to lack the ability to exercise market power at its storage facilities acting alone.

3. Evaluating Ease of Entry into the Market as well as Other Relevant Factors

The Commission has consistently stated that ease of entry into the relevant market can limit the potential for natural gas storage companies operating in an area to exercise market power.14 The attached Appendices A and B provide evidence on the ease of entry in the Gulf Coast Production Area. Both Appendices A and B show there are currently 62 separate facilities owned by 25 corporate entities in the relevant market area. Of the 25 corporate entities, 23 of them possess a working gas market share of less than 10 percent, which demonstrates that no significant barriers to entry exists with respect to the size and scale of market participants. The ease of entry into the Gulf Coast Production Area is also demonstrated by the multitude of recently certificated projects for expansion and new capacity by the Commission. Appendix C lists the 59 certificated storage projects in the Gulf Coast Production Area since 2000, which amounts to approximately 793 Bcf of working gas capacity and 45 Bcf/d of daily deliverability. Appendix D lists currently certificated storage projects which are expected to be placed into service in the future, including capacity expected outside of one year. The appendices included herein all demonstrate the ease of entry within the Gulf Coast Production Area.

Furthermore, the product market is conservative, since it excludes potential competition from non-storage alternatives, including local natural gas production, pipeline capacity and park and loan services, and financial market instruments, which the Commission allows to be included in relevant market evaluations.15

13 Policy Statement at p. 61,235. 14 See, e.g., Sawgrass, 138 FERC ¶ 61,180 at P 43; Golden Triangle, 138 FERC ¶ 61,036 at P 19; Perryville Gas Storage LLC, 137 FERC ¶ 61,160 at P 18 (2011). 15 Order No. 678, 115 FERC ¶ 61,343 at PP 6, 48.

Exhibit I

Conclusion

The market power analysis indicates that after incorporating the acquisition of the Enable capacity at the Bistineau Storage Field, Boardwalk will continue to lack market power for its storage services in its relevant geographic market. The market shares for Boardwalk and the HHI’s in the relevant geographic market are low, with the HHI’s significantly below the 1,800 HHI threshold which is indicative of possible market power concerns. The analysis also demonstrates that there is substantial ease of entry into the Gulf Coast Production Area that can help mitigate any remaining possible market power concerns.

For all the above reasons, the proposed increased storage capacities at Boardwalk’s Bistineau Storage Field should not adversely affect Boardwalk’s authorization to charge market based rates at its various storage facilities pursuant to the Commission’s Alternative Rate Policy Statement.

Page 1 of 2

Appendix A - Natural Gas Storage Fields in the Gulf Coast Production Area (Operational) HHI and Market Share - Current Daily Working Gas Deliverability State Corporate Owners Operator Gas Storage Field Capacity (MMcf) Market Share HHI (MMcf/d) Market Share HHI

1 LA AGL Resources (1) Pivotal Energy Jefferson Island 5,733 720 2 TX Pivotal Energy Golden Triangle / Spindletop 13,784 600 Subtotal 19,517 1.63% 3 1,320 2.93% 9

3 TX Alinda Capital Partners (2) Hill-Lake Gas Storage, LLC Hill Lake 9,879 350 4 TX Worsham-Steed Gas Storage, LLC Worsham-Steed 26,214 500 Subtotal 36,092 3.01% 9 850 1.89% 4

5 MS Atmos Energy (3) Mississippi Valley Gas Co. Amory 995 25 6 MS Mississippi Valley Gas Co. Goodwin 913 6 7 MS Atmos Pipeline Company Bethel 6,232 597 8 TX Atmos Pipeline Company Lake Dallas 2,944 152 9 TX Atmos Pipeline Company La-Pan 3,407 119 10 TX Atmos Pipeline Company New York City 5,619 152 11 TX Atmos Pipeline Company Tri-Cities 27,692 410 Subtotal 47,802 3.99% 16 1,461 3.24% 11

12 TX Cago, Inc. (4) Cago, Inc. Ambassador (Mississippi) 651 0.05% 0 1 0.00% 0

13 LA Cardinal Gas Storage Partners (5) Arcadia Gas Storage , LLC Arcadia 15,250 900 14 LA Cadeville Gas Storage, LLC Cadeville/ James Sand 17,000 250 15 MS Monroe Gas Storage Four Mile Creek 6,700 237 16 LA Perryville Gas Storage, LLC Perryville 11,850 641 Subtotal 50,800 4.24% 18 2,029 4.50% 20

17 LA Enable Midstream (6) Enable Gas Transmission Ruston 4,000 70 18 LA Enable Mississippi River East Unionville 27,568 490 19 LA Enable Mississippi River West Unionville 11,466 190 20 LA Enable Gas Transmission Bistineau 8,000 100 Subtotal 51,034 4.25% 18 850 1.89% 4

21 LA Enlink (7) Bridgeline Holdings LP Sorrento 3,258 240 22 LA Enlink Napoleonville 7,752 500 23 TX Chevron Phillips Chemical Co. Clemens NE Cavern 20 223 75 Subtotal 11,234 0.94% 1 815 1.81% 3

24 TX Devon Energy Corp./Enlink (8) Enlink Midstream Services, LLC Lone Camp 713 0.06% 0 27 0.06% 0

25 TX Dow Chemical Co. (9) Dow Chemical Co. Stratton Ridge (DW69) 760 0.06% 0 100 0.22% 0

26 TX Energy Transfer Partners (10) Houston Pipe Line Co. Bammel 52,500 1,200 27 TX Energy Transfer Fuel Bethel Salt Dome 7,721 400 28 TX Energy Transfer Fuel South Bryson 4,968 175 Subtotal 65,189 5.44% 30 1,775 3.94% 16

29 TX Enstor (11) Enstor Katy Storage and Transportation LP Katy Hub & Storage 23,500 700 30 AL MultiFuels/Freebird Assets, Inc.ii Freebird / East Detroit 11,200 305 31 MS Caledonia Energy Partners, LLC Caledonia/Carter 18,500 550 Subtotal 53,200 4.44% 20 1,555 3.45% 12

32 LA Enterprise Products Partners (12) Pontchartrain Natural Gas System Pontchartrain /Grand Bayou 1,600 225 33 TX Enterprise Texas Pipeline Boling 12,990 1,400 Subtotal 14,590 1.22% 1 1,625 3.61% 13

34 TX Entergy (13) PB Energy Storage Services Spindletop 7,200 0.60% 0 480 1.06% 1

35 TX Freeport LNG (14) FLNG Storage LP Stratton Ridge Salt Dome 4,500 0.38% 0 500 1.11% 1 Page 2 of 2

36 TX Inergy Midstream/Crestwood Midstream LP (15) Tres Palacios Gas Storage LLC Tres Palacios / Markham 34,910 2.91% 8 2,500 5.55% 31

37 TX Kinder Morgan Energy Part. (16) Underground Services Markham LP Markham 21,900 1,080 38 TX Underground Storage LLC Pierce Junction 2,230 250 39 TX Kinder Morgan Texas Pipeline Dayton North 11,000 875 40 TX Kinder Morgan Tejas Pipeline Stratton Ridge 1,410 100 41 TX Natural Gas Pipeline Co. North Lansing 96,000 1,240 42 TX Kinder Morgan Tejas Pipeline West Clear Lakeiii 99,350 895 43 LA Bear Creek Storage Company Bear Creek 59,200 900 44 MS Southern Natural Gas Muldon 36,000 750 Subtotal 327,090 27.27% 744 6,090 13.51% 183

45 TX Lower Colorado River Authority (17) Lower Colorado River Authority Hilbig 4,000 0.33% 0 110 0.24% 0

46 MS Macquarie Infrastructure (18) Leaf River Energy Center LLC Leaf River / New Home Dome 30,774 2.57% 7 1,200 2.66% 7

47 TX Phillips 66 (DCP Midstream) (19) Centana Intrastate Pipeline Co. Spindletop 6,800 0.57% 0 250 0.55% 0

48 LA Plains All American (20) Pine Prairie Energy Center, LLC Pine Prairie Energy Center 56,000 3,200 49 MS SG Resources Mississippi LLC Southern Pines Energy Center 40,000 2,400 Subtotal 96,000 8.00% 64 5,600 12.42% 154

50 AL Sempra Energy (21) Bay Gas Storage Company Ltd. McIntosh 21,950 2,400 51 MS Mississippi Hub LLC Mississippi Hub/Bond 23,222 1,200 Subtotal 45,172 3.77% 14 3,600 7.99% 64

52 LA Southern Union Co. (22) Trunkline Gas Pipeline Epps 13,000 1.08% 1 150 0.33% 0

53 LA Spectra Energy (23) Bobcat Gas Storage Bobcat Gas Storage / Port Barre Salt 28,460 2,000 54 LA Texas Eastern Transmission, LP Egan 16,330 2,500 55 TX Moss Bluff Hub Partners LP Moss Bluff 20,960 1,000 56 TX (DCP Midstream) Centana Intrastate Pipeline Co. Spindletop 6,800 250 Subtotal 72,550 6.05% 37 5,750 12.76% 163

57 LA Williams Companies (24) Transcontinental Gas Pipe Line Washington 75,000 790 58 MS Transcontinental Gas Pipe Line Eminence 10,048 1,198 Subtotal 85,048 7.09% 50 1,988 4.41% 19

59 LA Boardwalk Pipelines (25) Gulf South Pipeline Co., LP Bistineau 77,745 1,100 60 MS Gulf South Pipeline Co., LP Jackson 5,803 303 61 MS Gulf South Pipeline Co., LP Petal Gas Storage/ Hattiesburg 29,629 2,495 62 LA Boardwalk Storage Company, LLC Choctaw Cavern 25 7,600 550 Subtotal 120,777 10.07% 101 4,448 9.87% 97

TOTALS 1,199,403 100.00% 1,143 45,075 100.00% 811

Sources: Energy Information Administration, 191 Field Level Storage Data (Monthly) Report (As of March 2019), and Boardwalk FERC Orders. Page 1 of 2

1 LA AGL Resources (1) Pivotal Energy Jefferson Island 5,733 720 2 TX Pivotal Energy Golden Triangle / Spindletop 13,784 600 Subtotal 19,517 1.63% 3 1,320 2.93% 9

3 TX Alinda Capital Partners (2) Hill-Lake Gas Storage, LLC Hill Lake 9,879 350 4 TX Worsham-Steed Gas Storage, LLC Worsham-Steed 26,214 500 Subtotal 36,092 3.01% 9 850 1.89% 4

12 TX Cago, Inc. (4) Cago, Inc. Ambassador (Mississippi) 651 0.05% 0 1 0.00% 0

20 LA Enlink (7) Bridgeline Holdings LP Sorrento 3,258 240 21 LA Enlink Napoleonville 7,752 500 22 TX Chevron Phillips Chemical Co. Clemens NE Cavern 20 223 75 Subtotal 11,234 0.94% 1 815 1.81% 3

23 TX Devon Energy Corp./Enlink (8) Enlink Midstream Services, LLC Lone Camp 713 0.06% 0 27 0.06% 0

24 TX Dow Chemical Co. (9) Dow Chemical Co. Stratton Ridge (DW69) 760 0.06% 0 100 0.22% 0

25 TX Energy Transfer Partners (10) Houston Pipe Line Co. Bammel 52,500 1,200 26 TX Energy Transfer Fuel Bethel Salt Dome 7,721 400 27 TX Energy Transfer Fuel South Bryson 4,968 175 Subtotal 65,189 5.44% 30 1,775 3.94% 16

28 TX Enstor (11) Enstor Katy Storage and Transportation LP Katy Hub & Storage 23,500 700 29 AL MultiFuels/Freebird Assets, Inc.ii Freebird / East Detroit 11,200 305 30 MS Caledonia Energy Partners, LLC Caledonia/Carter 18,500 550 Subtotal 53,200 4.44% 20 1,555 3.45% 12

31 LA Enterprise Products Partners (12) Pontchartrain Natural Gas System Pontchartrain /Grand Bayou 1,600 225 32 TX Enterprise Texas Pipeline Boling 12,990 1,400 Subtotal 14,590 1.22% 1 1,625 3.61% 13

33 TX Entergy (13) PB Energy Storage Services Spindletop 7,200 0.60% 0 480 1.06% 1

34 TX Freeport LNG (14) FLNG Storage LP Stratton Ridge Salt Dome 4,500 0.38% 0 500 1.11% 1 Page 2 of 2

Appendix B - Natural Gas Storage Fields in the Gulf Coast Production Area (Operational) HHI and Market Share - Proposed Daily Working Gas Deliverability State Corporate Owners Operator Gas Storage Field Capacity (MMcf) Market Share HHI (MMcf/d) Market Share HHI 35 TX Inergy Midstream/Crestwood Midstream LP (15) Tres Palacios Gas Storage LLC Tres Palacios / Markham 34,910 2.91% 8 2,500 5.55% 31

36 TX Kinder Morgan Energy Part. (16) Underground Services Markham LP Markham 21,900 1,080 37 TX Underground Storage LLC Pierce Junction 2,230 250 38 TX Kinder Morgan Texas Pipeline Dayton North 11,000 875 39 TX Kinder Morgan Tejas Pipeline Stratton Ridge 1,410 100 40 TX Natural Gas Pipeline Co. North Lansing 96,000 1,240 41 TX Kinder Morgan Tejas Pipeline West Clear Lakeiii 99,350 895 42 LA Bear Creek Storage Company Bear Creek 59,200 900 43 MS Southern Natural Gas Muldon 36,000 750 Subtotal 327,090 27.27% 744 6,090 13.51% 183

44 TX Lower Colorado River Authority (17) Lower Colorado River Authority Hilbig 4,000 0.33% 0 110 0.24% 0

45 MS Macquarie Infrastructure (18) Leaf River Energy Center LLC Leaf River / New Home Dome 30,774 2.57% 7 1,200 2.66% 7

46 TX Phillips 66 (DCP Midstream) (19) Centana Intrastate Pipeline Co. Spindletop 6,800 0.57% 0 250 0.55% 0

47 LA Plains All American (20) Pine Prairie Energy Center, LLC Pine Prairie Energy Center 56,000 3,200 48 MS SG Resources Mississippi LLC Southern Pines Energy Center 40,000 2,400 Subtotal 96,000 8.00% 64 5,600 12.42% 154

49 AL Sempra Energy (21) Bay Gas Storage Company Ltd. McIntosh 21,950 2,400 50 MS Mississippi Hub LLC Mississippi Hub/Bond 23,222 1,200 Subtotal 45,172 3.77% 14 3,600 7.99% 64

51 LA Southern Union Co. (22) Trunkline Gas Pipeline Epps 13,000 1.08% 1 150 0.33% 0

52 LA Spectra Energy (23) Bobcat Gas Storage Bobcat Gas Storage / Port Barre Salt 28,460 2,000 53 LA Texas Eastern Transmission, LP Egan 16,330 2,500 54 TX Moss Bluff Hub Partners LP Moss Bluff 20,960 1,000 55 TX (DCP Midstream) Centana Intrastate Pipeline Co. Spindletop 6,800 250 Subtotal 72,550 6.05% 37 5,750 12.76% 163

56 LA Williams Companies (24) Transcontinental Gas Pipe Line Washington 75,000 790 57 MS Transcontinental Gas Pipe Line Eminence 10,048 1,198 Subtotal 85,048 7.09% 50 1,988 4.41% 19

58 LA Boardwalk Pipelines (25) Gulf South Pipeline Co., LP Bistineau 85,745 1,200 59 MS Gulf South Pipeline Co., LP Jackson 5,803 303 60 MS Gulf South Pipeline Co., LP Petal Gas Storage/ Hattiesburg 29,629 2,495 61 LA Boardwalk Storage Company, LLC Choctaw Cavern 25 7,600 550 Subtotal 128,777 10.74% 115 4,548 10.09% 102

TOTALS 1,199,403 100.00% 1,151 45,075 100.00% 815

Sources: Energy Information Administration, 191 Field Level Storage Data (Monthly) Report (As of March 2019), and Boardwalk FERC Orders. Appendix C - Certificated Natural Gas Projects Since 2000 Gulf Coast Production Area

Daily Working Gas Deliverability Company (Storage Field or Project) State Docket No. Order Date Capacity (MMcf) (MMcf/d)

1 Petal Gas Storage Company, LLC (Forrest) MS CP99-615 3/15/2000 3,600 640

2 Egan Hub Partners, LP (Egan Hub) LA CP01-66 6/14/2001 4,000 1,500

3 Copiah County Storage Company (Copiah) MS CP02-25 6/13/2002 3,300 300

4 SG Resources Mississippi, LLC (Southern Pines Energy Center) MS CP02-229 10/10/2002 12,000 1,200

5 Gulf South Pipeline Company, LP (Magnolia Gas Storage Facility) LA CP02-155 11/21/2002 10,600 600

6 Natural Gas Pipeline Co of America (North Lansing Storage Field Project) TX CP02-391 12/24/2002 10,700 1,100

7 Petal Gas Storage Company, LLC (Forrest) MS CP02-387 2/28/2003 8,000 800

8 Egan Hub Partners, LP (Egan Hub) LA CP03-12 4/2/2003 8,000 1,500

9 Pine Prairie Energy Center, LLC LA CP04-379 11/23/2004 24,000 3,200

10 Gulf South Pipeline Company, LP (Jackson Storage Field Project) MS CP04-366 3/24/2005 1,200 250

11 Freebird Gas Storage, LLC (East Detroit) AL CP05-29 4/15/2005 6,000 160

12 Caledonia Energy Partners, LLC (Caledonia Energy Complex Project) MS CP05-15 4/19/2005 11,720 330

13 Liberty Gas Storage, LLC (Liberty Gas Storage Project) LA CP05-92 12/8/2005 17,600 1,000

14 Natural Gas Pipeline Co of America (Sayre Storage Field Expansion) TX CP05-405 1/23/2006 10,000 1,240

15 Port Barre Investments, LLC d/b/a Bobcat Gas Storage LA CP06-66 7/20/2006 12,000 1,200

16 MoBay Gas Storage Hub, Inc. AL CP06-398 12/20/2006 50,000 1,000

17 SG Resources Mississippi, LLC (Southern Pines Energy Center) MS CP02-229-002 1/24/2007 12,000 1,200

18 Mississippi Hub, LLC MS CP07-4 2/15/2007 12,000 1,200

19 Petal Gas Storage, LLC MS CP07-30 3/28/2007 2,850 475

20 Port Barre Investments, LLC d/b/a Bobcat Gas Storage LA CP06-66-001 4/19/2007 1,500 0

21 Tres Palacios Gas Storage, LLC TX CP07-90 9/20/2007 36,000 2,500

22 Egan Hub Storage, LLC (Egan Hub Fourth Cavern Project) LA CP07-88 10/18/2007 8,000 200

23 Copiah Storage, LLC (Copiah Storage Project) MS CP02-25-001 12/20/2007 12,200 300

24 Monroe Gas Storage Company, LLC MS CP07-406 12/21/2007 12,000 465

25 Golden Triangle Storage, Inc. TX CP07-414 12/31/2007 16,000 600

26 PetroLogistics Natural Gas Storage, LLC LA CP07-427 3/3/2008 6,000 300

27 Port Barre Investments, LLC d/b/a Bobcat Gas Storage LA CP06-66-002 3/4/2008 2,100 0

28 Enstor Houston Hub Storage and Transportation, LP TX CP07-390 4/4/2008 30,000 1,000

29 Black Bayou Gas Storage LA CP07-451 6/19/2008 15,000 1,200

30 Tarpon Whitetail Gas Storage, LLC MS CP08-46 6/19/2008 8,600 300

31 Caledonia Energy Partners, LLC (County Line/Delta Pressure) MS CP08-52 7/17/2008 5,200 147

32 Petal Gas Storage, LLC MS CP08-66 7/18/2008 10,000 1,094

33 Southeast Gas Storage (Black Warrior Storage Project) MS CP08-418 12/18/2008 24,700 500 Daily Working Gas Deliverability Company (Storage Field or Project) State Docket No. Order Date Capacity (MMcf) (MMcf/d)

34 SG Resources Mississippi, LLC MS CP02-229-004 11/20/2008 16,000 2,400

35 Leaf River Energy Center, LLC MS CP08-8 10/30/2008 32,000 2,500

36 Port Barre Investments, LLC d/b/a Bobcat Gas Storage LA CP09-19 3/19/2009 24,000 1,800

37 Liberty Gas Storage, LLC LA CP08-454 6/3/2009 18,900 1,200

38 Atmos Pipeline and Storage LLC LA CP09-22 6/18/2009 15,000 1,500

39 Pine Prairie Energy Center Expansion LA CP04-379-002 8/5/2009 24,000 0

40 Mississippi Hub, LLC MS CP09-110 9/17/2009 3,000 200

41 Perryville Gas Storage, LLC LA CP09-418 1/26/2010 15,000 600

42 PetroLogistics Natural Gas Storage, LLC LA CP10-66 3/31/2010 5,300 0

43 Port Barre Investments, LLC d/b/a Bobcat Gas Storage LA CP10-30 3/31/2010 9,300 0

44 MoBay Gas Storage Hub LLC AL CP06-398-002 5/20/2010 9,600 0

45 Mississippi Hub, LLC MS CP10-65 7/2/2010 15,000 1,400

46 BCR Holdings, Inc. LA CP10-40 7/26/2010 15,000 1,200

47 Cadeville Gas Storage LLC LA CP10-16 8/10/2010 16,400 420

48 Petal Gas Storage, LLC MS CP10-50 8/24/2010 5,000 600

49 PetroLogistics Natural Gas Storage, LLC LA CP10-473 10/21/2010 4,600 150

50 Tres Palacios Gas Storage, LLC TX CP10-499 12/14/2010 2,400 0

51 Tallulah Gas Storage, LLC LA CP10-494 3/18/2011 24,000 1,575

52 Pine Prairie Energy Center, LLC LA CP11-1 5/19/2011 32,000 0

53 Perryville Gas Storage, LLC LA CP11-159 11/29/2011 5,000 0

54 Golden Triangle Storage, Inc. TX CP11-531 1/19/2012 16,600 0

55 Sawgrass Storage, LLC LA CP11-523 3/15/2012 30,000 300

56 PetroLogistics Natural Gas Storage, LLC LA CP11-50 6/19/2012 7,000 850

57 D'Lo Gas Storage LLC MS CP12-39 9/6/2012 24,000 1,200

58 Leaf River Energy Center LLC MS CP12-526 3/21/2013 16,000 0

59 Mississippi Hub, LLC MS CP13-493 9/23/2013 1,700 0

TOTALS 793,670 45,396 Source: FERC Office of Energy Projects, "Certificated Natural Gas Storage Projects Since 2000"(As of November 2016) and FERC Orders Appendix D - EIA Document on Upcoming U.S. Natural Gas Storage Facilities (Limited to reflect any projects located in TX, LA, MS, and AL)

Total Capacity Working Deliverability Project Name Operator Company Year in Service Development Status State Storage Region (Bcf) Capacity (Bcf) (MMcf/day) Field Type FERC Regulated? Docket Pine Prairie Energy Center Caverns 6 and 7 Pine Prairie Energy Center 2020 On Hold LA South Central 24 Salt Dome Yes CP11-1-000 D'Lo Gas Storage Cavern 1 D'Lo Gas Storage LLC 2022 Planned MS South Central - 8 400 Salt Dome Yes CP18-524-000 D'Lo Gas Storage Cavern 2 D'Lo Gas Storage LLC 2022 Planned MS South Central - 8 400 Salt Dome Yes CP18-524-000 D'Lo Gas Storage Cavern 3 D'Lo Gas Storage LLC 2022 Planned MS South Central - 8 400 Salt Dome Yes CP18-524-000

Highlighted cells contain updated information

Source: Unformatted original document can be found at : http://www.eia.gov/naturalgas/storage/EIA-Storageplan.xls, Updated Q2 2019

Exhibit Y Accounting Treatment of Abandonment EXHIBIT Y Docket No. CP19-______EXHIBIT Y Page 1 of 1

SUMMARY OF PROPOSED JOURNAL ENTRIES PERTAINING TO THE ABANDONMENT BY SALE AND TRANSFER OF INTEREST IN BISTINEAU STORAGE FIELD TO GULF SOUTH PIPELINE COMPANY, LP

Debit Credit

101 Gas Plant In Service (Storage) 6,325,378 108 Accumulated Provision for Depreciation of Gas Plant 5,164,174 117.1 Gas Stored-Base Gas 17,426,429 131 Cash (Major Only) 18,770,000 421.1 Gain on disposition of property 182,367 (To record the sale of the Bistineau Field Storage Facility assets in its entirety and Enable Gas Transmission, LLC's ownership portion and to record the Cost of Removal associated with the abandonment by sale) 409.2 Income Taxes - Federal 277,806 409.2 Income Taxes - Other 55,180 282 Accumulated Deferred Income Taxes – Other Property 299,991 236 Taxes Accrued 332,986 411.1 Provision for Deferred Income Taxes - Credit 299,991 (To record income taxes associated with the sale of assets)

Overall Transaction Explanation: To record the abandonment by sale and transfer of Enable Gas Transmission, LLC's interest in the Bistineau Storage Facility to Gulf South Pipeline Company, LP

Original Cost Number Accounting Description Debit Credit

350.1 Land 3,715 350.2 Right of Way 215,866 351 Structures and improvements 144,116 352 Wells 1,473,431 352.1 Storage leaseholds and rights 176,673 352.3 Nonrecoverable natural gas 63,748 353 Lines 2,360,352 354 Compressor Station Equipment 1,314,050 355 Measuring and regulating equipment 147,002 356 Purification equipment 174,410 357 Other equipment 252,015

Note: Accumulated depreciation amounts calculated through March 31, 2020