Commission file number:
01-32665
|
||
BOARDWALK PIPELINE PARTNERS, LP
|
||
(Exact name of registrant as specified in its charter)
|
||
DELAWARE
|
||
(State or other jurisdiction of incorporation or organization)
|
||
20-3265614
|
||
(I.R.S. Employer Identification No.)
|
||
9 Greenway Plaza, Suite 2800
Houston, Texas 77046
(866) 913-2122
|
||
(Address and Telephone Number of Registrant’s Principal Executive Office)
|
||
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
|
Name of each exchange on which registered
|
Common Units Representing Limited Partner Interests
|
|
New York Stock Exchange
|
Securities registered pursuant to Section 12(g) of the Act:
NONE
|
Pipeline and Storage Systems
|
|
Miles of Pipeline
|
|
Working Gas Storage Capacity (Bcf)
|
|
Liquids Storage Capacity (MMBbls)
|
|
Peak-day Delivery Capacity (Bcf/d)
(1)
|
|
Average Daily Throughput (Bcf/d)
(1)
|
|||||
Gulf South
|
|
7,225
|
|
|
113.1
|
|
|
—
|
|
|
8.3
|
|
|
2.7
|
|
Texas Gas
|
|
6,025
|
|
|
84.3
|
|
|
—
|
|
|
5.2
|
|
|
2.4
|
|
Gulf Crossing
|
|
375
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
1.1
|
|
Louisiana Midstream
|
|
450
|
|
|
7.6
|
|
|
24.0
|
|
|
—
|
|
|
—
|
|
Field Services
|
|
290
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
Estimated
Total Cost
(1)
|
|
Expected
in-service date
(1)
|
|
Approximate weighted-average contract life (in years)
|
||||
Northern Supply Access
|
$
|
230.0
|
|
|
Second quarter 2017
|
|
|
16
|
|
Sulphur Storage and Pipeline Expansion
|
|
145.0
|
|
|
Fourth quarter 2017
|
|
|
Confidential
|
|
Coastal Bend Header
|
|
720.0
|
|
|
First half 2018
|
|
|
20
|
|
Other growth projects
(2)
|
|
170.0
|
|
|
Second half 2017-2019
|
|
|
Various
|
|
(1)
|
Estimates are based on internally developed financial models and time-lines. Factors in the estimates include, but are not limited to, those related to pipeline costs based on mileage, size and type of pipe, materials and construction and engineering costs.
|
(2)
|
Other growth projects consist of projects in Louisiana comprised of three ethylene transportation and storage projects to serve industrial customers, the development of storage wells and associated facilities for brine supply services and a natural gas transportation project to serve a power plant. The power plant project remains subject to customer and FERC approvals.
|
•
|
the Clean Air Act (CAA) and analogous state laws, which impose obligations related to air emission pollutants, greenhouse gas (GHG) emissions and regulations affecting reciprocating engines subject to Maximum Achievable Control Technology standards;
|
•
|
the Federal Water Pollution Control Act, commonly referred to as the Clean Water Act, and analogous state laws, which regulate discharge of wastewater from our facilities into state and federal waters;
|
•
|
the Comprehensive Environmental Response, Compensation and Liability Act, commonly referred to as CERCLA, or the Superfund law, and analogous state laws, which regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by us or locations to which we have sent wastes for disposal;
|
•
|
the Resource Conservation and Recovery Act and analogous state laws, which impose requirements for the handling and discharge of solid and hazardous waste from our facilities; and
|
•
|
the Occupational Safety and Health Act (OSHA) and analogous state laws, which establish workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potential harmful effects of these substances and appropriate control measures.
|
•
|
fluctuations in cash generated by our operations, which may be affected by the seasonality of our business, timing of payments, defaults, general business conditions and market conditions that impact contract renewals, pricing, basis spreads, time period price spreads, market rates and supply and demand for natural gas and our services;
|
•
|
the level of capital expenditures we make or anticipate making, including for expansion, growth projects and acquisitions;
|
•
|
the amount of cash necessary to meet current or anticipated debt service requirements and other liabilities;
|
•
|
fluctuations in our working capital needs;
|
•
|
our ability to borrow funds and/or access capital markets on acceptable terms to fund operations or capital expenditures, including acquisitions, and restrictions contained in our debt agreements;
|
•
|
the cost and form of payment for pending or anticipated acquisitions and growth or expansion projects and the timing and commercial success of any such initiatives; and
|
•
|
unanticipated costs to operate our business, such as for maintenance and regulatory compliance.
|
•
|
the diversion of management's and employees' attention from other business concerns;
|
•
|
inaccurate assumptions about volume, revenues and project costs, including potential synergies;
|
•
|
a decrease in our liquidity as a result of our using available cash or borrowing capacity to finance the acquisition or project;
|
•
|
a significant increase in our interest expense or financial leverage if we incur additional debt to finance the acquisition or project;
|
•
|
inaccurate assumptions about the overall costs of equity or debt;
|
•
|
an inability to hire, train or retain qualified personnel to manage and operate the acquired business and assets or the developed assets;
|
•
|
unforeseen difficulties operating in new product areas or new geographic areas; and
|
•
|
changes in regulatory requirements or delays of regulatory approvals.
|
•
|
an inability to integrate successfully the businesses we acquire;
|
•
|
the assumption of unknown liabilities for which we are not indemnified, for which our indemnity is inadequate or for which our insurance policies may exclude from coverage;
|
•
|
limitations on rights to indemnity from the seller; and
|
•
|
customer or key employee losses of an acquired business.
|
•
|
BPHC and its affiliates may engage in competition with us;
|
•
|
neither our partnership agreement nor any other agreement requires BPHC or its affiliates (other than our general partner) to pursue a business strategy that favors us. Directors and officers of BPHC and its affiliates have a fiduciary duty to make decisions in the best interest of BPHC shareholders, which may be contrary to our interests;
|
•
|
our general partner is allowed to take into account the interests of parties other than us, such as BPHC and its affiliates, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders;
|
•
|
some officers of our general partner who provide services to us may devote time to affiliates of our general partner and may be compensated for services rendered to such affiliates;
|
•
|
our partnership agreement limits the liability and reduces the fiduciary duties of our general partner and the remedies available to our unitholders for actions that, without these limitations, might constitute breaches of fiduciary duty. By purchasing common units, unitholders are consenting to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable law;
|
•
|
our general partner determines the amount and timing of asset purchases and sales, borrowings, repayments of indebtedness, issuances of additional partnership securities and cash reserves, each of which can affect the amount of cash that is available for distribution to our unitholders;
|
•
|
our general partner determines the amount and timing of any capital expenditures and whether an expenditure is for maintenance capital, which reduces operating surplus, or a capital improvement expenditure, which does not. Such determination can affect the amount of cash that is distributed to our unitholders;
|
•
|
in some instances, our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make incentive distributions;
|
•
|
our general partner determines which costs, including allocated overhead, incurred by it and its affiliates are reimbursable by us;
|
•
|
our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered on terms that are fair and reasonable to us or entering into additional contractual arrangements with any of these entities on our behalf, and provides that reimbursement to Loews for amounts allocable to us consistent with accounting and allocation methodologies generally permitted by the FERC for rate-making purposes and past business practices is deemed fair and reasonable to us;
|
•
|
our general partner controls the enforcement of obligations owed to us by it and its affiliates;
|
•
|
our general partner intends to limit its liability regarding our contractual obligations;
|
•
|
our general partner decides whether to retain separate counsel, accountants or others to perform services for us; and
|
•
|
our general partner may exercise its rights to call and purchase (1) all of our common units if, at any time, it and its affiliates own more than 80% of the outstanding common units or (2) all of our equity securities (including common units), if it and its affiliates own more than 50% in the aggregate of the outstanding common units and any other classes of equity securities and it receives an opinion of outside legal counsel to the effect that our being a pass-through entity for tax purposes has or is reasonably likely to have a material adverse effect on the maximum applicable rates we can charge our customers.
|
•
|
permits our general partner to make a number of decisions in its individual capacity, as opposed to its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting us, our affiliates or any limited partner. Decisions made by our general partner in its individual capacity will be made by a majority of the owners of our general partner, and not by the board of directors of our general partner. Examples of these kinds of decisions include the exercise of its call rights, its voting rights with respect to the units it owns and its registration rights and the determination of whether to consent to any merger or consolidation of the partnership;
|
•
|
provides that our general partner shall not have any liability to us or our unitholders for decisions made in its capacity as general partner so long as it acted in good faith, meaning it believed that the decisions were in the best interests of the partnership;
|
•
|
generally provides that affiliate transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and
|
•
|
provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud or willful misconduct.
|
|
Sales Price Range per
Common Unit
|
|
|
Cash Distributions
per
Common Unit
(1)
|
|
||||||
|
High
|
|
Low
|
|
|
|
|||||
Year Ended December 31, 2016:
|
|
|
|
|
|
|
|
||||
Fourth quarter
|
$
|
18.49
|
|
|
$
|
16.02
|
|
|
$
|
0.1000
|
|
Third quarter
|
17.97
|
|
|
15.97
|
|
|
|
0.1000
|
|
||
Second quarter
|
18.16
|
|
|
13.96
|
|
|
|
0.1000
|
|
||
First quarter
|
14.83
|
|
|
8.86
|
|
|
|
0.1000
|
|
||
Year Ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
||
Fourth quarter
|
$
|
13.99
|
|
|
$
|
10.54
|
|
|
$
|
0.1000
|
|
Third quarter
|
15.08
|
|
|
11.26
|
|
|
|
0.1000
|
|
||
Second quarter
|
17.93
|
|
|
14.26
|
|
|
|
0.1000
|
|
||
First quarter
|
18.32
|
|
|
14.77
|
|
|
|
0.1000
|
|
(1)
|
Represents cash distributions attributable to the quarter and declared and paid to limited partner unitholders within 60 days after quarter end.
|
|
Total Quarterly Distributions
|
|
Marginal Percentage Interest
in Distributions
|
||
Target Amount
|
|
Limited Partner
Unitholders
|
|
General
Partner and IDRs
|
|
First Target Distribution
|
up to $0.4025
|
|
98%
|
|
2%
|
Second Target Distribution
|
above $0.4025 up to $0.4375
|
|
85%
|
|
15%
|
Third Target Distribution
|
above $0.4375 up to $0.5250
|
|
75%
|
|
25%
|
Thereafter
|
above $0.5250
|
|
50%
|
|
50%
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Total operating revenues
|
$
|
1,307.2
|
|
|
$
|
1,249.2
|
|
|
$
|
1,233.8
|
|
|
$
|
1,205.6
|
|
|
$
|
1,185.0
|
|
Net income attributable to controlling interest
|
302.2
|
|
|
222.0
|
|
|
233.6
|
|
|
253.7
|
|
|
306.0
|
|
|||||
Total assets
|
8,637.8
|
|
|
8,300.3
|
|
|
8,194.3
|
|
|
7,900.1
|
|
|
7,845.6
|
|
|||||
Long-term debt and capital lease obligation
|
3,558.0
|
|
|
3,459.3
|
|
|
3,677.2
|
|
|
3,410.0
|
|
|
3,522.3
|
|
|||||
Net income per common unit — basic
|
1.18
|
|
|
0.87
|
|
|
0.94
|
|
|
1.00
|
|
|
1.37
|
|
|||||
Net income per class B unit — basic
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.05
|
|
|
0.36
|
|
|||||
Net income per common unit — diluted
|
—
|
|
|
—
|
|
|
—
|
|
|
0.96
|
|
|
1.37
|
|
|||||
Net income per class B unit — diluted
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.48
|
|
|
0.36
|
|
|||||
Distributions per common unit
|
0.40
|
|
|
0.40
|
|
|
0.40
|
|
|
2.13
|
|
|
2.1275
|
|
|||||
Distributions per class B unit
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.90
|
|
|
1.20
|
|
|||||
EBITDA
(2)
|
803.0
|
|
|
722.2
|
|
|
687.6
|
|
|
688.7
|
|
|
726.5
|
|
|||||
Distributable cash flow
(2)
|
507.3
|
|
|
413.3
|
|
|
449.4
|
|
|
558.6
|
|
|
497.4
|
|
(1)
|
On October 9, 2013, the class B units converted to common units on a one-for-one basis pursuant to the terms of our partnership agreement.
|
(2)
|
Non-GAAP Financial Measures.
|
•
|
our operating performance and return on invested capital as compared to those of other companies in the midstream portion of the natural gas and NGLs industry, without regard to financing methods and capital structure;
|
•
|
our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners; and
|
•
|
the viability of acquisitions and capital expenditure projects.
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Net Income
|
$
|
302.2
|
|
|
$
|
222.0
|
|
|
$
|
146.8
|
|
|
$
|
250.2
|
|
|
$
|
306.0
|
|
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(86.8
|
)
|
|
(3.5
|
)
|
|
—
|
|
|||||
Net income attributable to controlling interests
|
302.2
|
|
|
222.0
|
|
|
233.6
|
|
|
253.7
|
|
|
306.0
|
|
|||||
Income taxes
|
0.6
|
|
|
0.5
|
|
|
0.4
|
|
|
0.5
|
|
|
0.5
|
|
|||||
Depreciation and amortization
|
317.8
|
|
|
323.7
|
|
|
288.7
|
|
|
271.6
|
|
|
252.3
|
|
|||||
Interest expense
|
182.8
|
|
|
176.4
|
|
|
165.5
|
|
|
163.4
|
|
|
168.4
|
|
|||||
Interest income
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|
(0.7
|
)
|
|||||
EBITDA
|
$
|
803.0
|
|
|
$
|
722.2
|
|
|
$
|
687.6
|
|
|
$
|
688.7
|
|
|
$
|
726.5
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash paid for interest net of capitalized interest
(1)
|
170.6
|
|
|
170.6
|
|
|
153.0
|
|
|
151.0
|
|
|
169.8
|
|
|||||
Maintenance capital expenditures
(2)
|
121.3
|
|
|
142.5
|
|
|
91.4
|
|
|
69.7
|
|
|
79.8
|
|
|||||
Base gas capital expenditures
|
—
|
|
|
—
|
|
|
14.7
|
|
|
—
|
|
|
—
|
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from insurance recoveries and settlements
(3)
|
—
|
|
|
6.2
|
|
|
6.3
|
|
|
—
|
|
|
9.2
|
|
|||||
Proceeds from sale of operating assets
|
0.2
|
|
|
0.8
|
|
|
2.9
|
|
|
60.7
|
|
|
5.9
|
|
|||||
Net gain on sale of operating assets
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(1.1
|
)
|
|
(29.5
|
)
|
|
(3.3
|
)
|
|||||
Asset impairment
|
3.8
|
|
|
0.4
|
|
|
3.0
|
|
|
4.1
|
|
|
9.1
|
|
|||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
51.5
|
|
|
—
|
|
|||||
Bluegrass project impairment, net of noncontrolling interest
|
—
|
|
|
—
|
|
|
10.0
|
|
|
—
|
|
|
—
|
|
|||||
Other:
(4)
|
(7.7
|
)
|
|
(2.7
|
)
|
|
(0.2
|
)
|
|
3.8
|
|
|
(0.4
|
)
|
|||||
Distributable Cash Flow
|
$
|
507.3
|
|
|
$
|
413.3
|
|
|
$
|
449.4
|
|
|
$
|
558.6
|
|
|
$
|
497.4
|
|
(1)
|
The year ended December 31, 2012, included $9.6 million of payments related to the settlements of interest rate derivatives.
|
(2)
|
In 2014, the level of annual maintenance capital expenditures has risen due to an increase in integrity management activities, further discussed below under
Pipeline System Maintenance
. For the year ended December 31, 2015, maintenance capital expenditures were impacted by pipeline maintenance associated with our brine operations, pipeline integrity upgrades and continued increased integrity management activities.
|
(3)
|
The amounts recorded for the years ended December 31, 2015 and 2014, represent amounts associated with legal settlements. The amount recorded for the year ended December 31, 2012, represents insurance recoveries associated with a fire at a compressor station and recoveries from legal settlements. All years exclude any proceeds recognized in earnings.
|
(4)
|
Includes non-cash items such as the equity component of allowance for funds used during construction and equity in earnings, net of noncontrolling interests. The year ended December 31, 2013, includes the sale of ethylene inventory that was acquired through the acquisition of Louisiana Midstream.
|
As of
|
||||
December 31, 2016
(1)
|
||||
(in millions)
|
||||
2016
|
|
$
|
1,023.0
|
|
2017
|
|
|
1,055.0
|
|
2018
|
|
|
975.0
|
|
Rating agency
|
|
Rating
(Us/Operating
Subsidiaries)
|
|
Outlook
(Us/Operating
Subsidiaries)
|
Standard and Poor's
(1)
|
|
BBB-/BBB-
|
|
Stable/Stable
|
Moody's Investor Services
|
|
Baa3/Baa2
|
|
Stable/Stable
|
Fitch Ratings, Inc.
|
|
BBB-/BBB-
|
|
Stable/Stable
|
|
|
|
Cash Invested
|
|||||
|
Estimated
|
|
Through
|
|||||
|
Total Cost
(1)
|
|
December 31, 2016
|
|||||
Northern Supply Access
|
$
|
230.0
|
|
|
|
$
|
148.5
|
|
Sulphur Storage and Pipeline Expansion
|
|
145.0
|
|
|
|
|
81.0
|
|
Coastal Bend Header
|
|
720.0
|
|
|
|
|
149.4
|
|
Other growth projects
(2)
|
|
170.0
|
|
|
|
|
14.1
|
|
Total
|
$
|
1,265.0
|
|
|
|
$
|
393.0
|
|
(1)
|
Estimates are based on internally developed financial models and time-lines. Factors in the estimates include, but are not limited to, those related to pipeline costs based on mileage, size and type of pipe, materials and construction and engineering costs.
|
(2)
|
Other growth projects consist of projects in Louisiana comprised of three ethylene transportation and storage projects to serve industrial customers, the development of storage wells and associated facilities for brine supply services and a natural gas transportation project to serve a power plant. The power plant project remains subject to customer and FERC approvals.
|
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
Principal payments on long-term debt
(1)
|
$
|
3,580.0
|
|
|
$
|
575.0
|
|
|
$
|
535.0
|
|
|
$
|
620.0
|
|
|
$
|
1,850.0
|
|
Interest on long-term debt
(2)
|
949.6
|
|
|
167.0
|
|
|
268.3
|
|
|
213.3
|
|
|
301.0
|
|
|||||
Capital commitments
(3)
|
218.2
|
|
|
218.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pipeline capacity agreements
(4)
|
16.6
|
|
|
6.5
|
|
|
5.4
|
|
|
3.4
|
|
|
1.3
|
|
|||||
Operating lease commitments
|
27.3
|
|
|
4.7
|
|
|
7.6
|
|
|
6.7
|
|
|
8.3
|
|
|||||
Capital lease commitments
(5)
|
12.7
|
|
|
1.0
|
|
|
2.1
|
|
|
2.2
|
|
|
7.4
|
|
|||||
Total
|
$
|
4,804.4
|
|
|
$
|
972.4
|
|
|
$
|
818.4
|
|
|
$
|
845.6
|
|
|
$
|
2,168.0
|
|
(1)
|
Includes our senior unsecured notes, having maturity dates from
2017
to 2027, and
$180.0 million
of loans outstanding under our revolving credit facility, having a maturity date of May 26, 2021. The amounts included in the
Less than 1 Year
column are included in long-term debt on our balance sheet. We have refinanced the notes maturing in less than a year on a long-term basis and otherwise have sufficient available borrowing capacity under our revolving credit facility to extend the amount that would come due in less than one year.
|
(2)
|
Interest obligations represent interest due on our senior unsecured notes at fixed rates. Future interest obligations under our revolving credit facility are uncertain, due to the variable interest rate and fluctuating balances, and are not included in the table above. Based on a
1.96%
weighted-average interest rate and an unused commitment fee of 0.18% as of
December 31, 2016
, our future cash obligations would be $5.9 million, $11.8 million and $8.3 million due in less than one year, 1-3 years and 3-5 years.
|
(3)
|
Capital commitments represent binding commitments under purchase orders for materials ordered but not received and firm commitments under binding construction service agreements existing at
December 31, 2016
.
|
(4)
|
The amounts shown are associated with pipeline capacity agreements on third-party pipelines that allow our operating subsidiaries to transport gas to off-system markets on behalf of our customers.
|
(5)
|
Capital lease commitments represent future non-cancelable minimum lease payments under a capital lease agreement.
|
•
|
our ability to maintain or replace expiring gas transportation and storage contracts, to contract and physically make our systems bi-directional and to sell short-term capacity on our pipelines;
|
•
|
our growth projects are supported by foundation shippers, many of which are major natural gas producers. The recent volatility in oil and natural gas prices could impact the foundation shippers ability to obtain credit support in the future and cause our counterparty credit risk to increase;
|
•
|
the impact of changes to laws and regulations, such as the proposed GHG and methane legislation and other changes in environmental legislations, the pipeline safety bill, and regulatory changes that result from that legislation applicable to interstate pipelines, on our business, including our costs, liabilities and revenues;
|
•
|
the costs of maintaining and ensuring the integrity and reliability of our pipeline systems, the need to remove pipeline and other assets from service as a result of such activities, and the timing and financial impacts of returning any such assets to service;
|
•
|
we may not complete projects, including growth projects, that we have commenced or will commence, or we may complete projects on materially different terms, cost or timing than anticipated and we may not be able to achieve the intended economic or operational benefits of any such projects, if completed;
|
•
|
the successful negotiation, consummation and completion of contemplated transactions, projects and agreements, including obtaining all necessary regulatory and customer approvals and resolving land owner opposition, or the timing, cost, scope, financial performance and execution of our recent, current and future acquisitions and growth projects;
|
•
|
the impact to our business of our continuing to make distributions on our common units to our unitholders at our current distribution rate;
|
•
|
the ability of our customers to pay for our services, including the ability of any foundation shippers on our growth projects to provide required credit support or otherwise comply with the terms of precedent agreements;
|
•
|
the impact of new pipelines or new gas supply sources on competition and basis spreads on our pipeline systems;
|
•
|
volatility or disruptions in the capital or financial markets;
|
•
|
the impact of the FERC's rate-making policies and decisions on the services we offer, the rates we are proposing to charge or are charging and our ability to recover the full cost of operating our pipeline, including earning a reasonable return on equity;
|
•
|
the success of our strategy to grow and diversify our business, including expansion into new product lines and geographic areas, especially in light of the volatile price levels of oil and natural gas experienced in 2016 which can influence the associated production of these commodities;
|
•
|
the impact on our system throughput and revenues from changes in the supply of and demand for natural gas;
|
•
|
our ability to access the bank and capital markets on acceptable terms to refinance our outstanding indebtedness and to fund our capital needs;
|
•
|
operational hazards, litigation and unforeseen interruptions for which we may not have adequate or appropriate insurance coverage;
|
•
|
the future cost of insuring our assets; and
|
•
|
our ability to access new sources of natural gas and the impact on us of any future decreases in supplies of natural gas in our supply areas.
|
|
2016
|
|
2015
|
||||
Carrying amount of fixed-rate debt
|
$
|
3,378.9
|
|
|
$
|
3,085.6
|
|
Fair value of fixed-rate debt
|
$
|
3,529.2
|
|
|
$
|
2,924.7
|
|
100 basis point increase in interest rates and resulting debt decrease
|
$
|
148.3
|
|
|
$
|
113.3
|
|
100 basis point decrease in interest rates and resulting debt increase
|
$
|
160.2
|
|
|
$
|
121.1
|
|
Weighted-average interest rate
|
5.46
|
%
|
|
5.32
|
%
|
|
December 31,
|
||||||
ASSETS
|
2016
|
|
2015
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4.6
|
|
|
$
|
3.1
|
|
Receivables:
|
|
|
|
|
|
||
Trade, net
|
127.1
|
|
|
117.2
|
|
||
Other
|
12.7
|
|
|
12.3
|
|
||
Gas transportation receivables
|
8.2
|
|
|
5.6
|
|
||
Gas and liquids stored underground
|
1.3
|
|
|
10.7
|
|
||
Prepayments
|
17.7
|
|
|
16.9
|
|
||
Other current assets
|
2.6
|
|
|
4.0
|
|
||
Total current assets
|
174.2
|
|
|
169.8
|
|
||
|
|
|
|
||||
Property, Plant and Equipment:
|
|
|
|
|
|
||
Natural gas transmission and other plant
|
9,958.8
|
|
|
9,504.7
|
|
||
Construction work in progress
|
368.5
|
|
|
201.9
|
|
||
Property, plant and equipment, gross
|
10,327.3
|
|
|
9,706.6
|
|
||
Less—accumulated depreciation and amortization
|
2,333.8
|
|
|
2,052.2
|
|
||
Property, plant and equipment, net
|
7,993.5
|
|
|
7,654.4
|
|
||
|
|
|
|
||||
Other Assets:
|
|
|
|
|
|
||
Goodwill
|
237.4
|
|
|
237.4
|
|
||
Gas stored underground
|
93.5
|
|
|
97.6
|
|
||
Other
|
139.2
|
|
|
141.1
|
|
||
Total other assets
|
470.1
|
|
|
476.1
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
8,637.8
|
|
|
$
|
8,300.3
|
|
|
December 31,
|
||||||
LIABILITIES AND PARTNERS' CAPITAL
|
2016
|
|
2015
|
||||
Current Liabilities:
|
|
|
|
||||
Payables:
|
|
|
|
||||
Trade, net
|
$
|
113.8
|
|
|
$
|
99.1
|
|
Affiliates
|
1.4
|
|
|
1.3
|
|
||
Other
|
23.7
|
|
|
19.5
|
|
||
Gas payables
|
6.7
|
|
|
4.7
|
|
||
Accrued taxes, other
|
52.7
|
|
|
47.3
|
|
||
Accrued interest
|
40.6
|
|
|
39.7
|
|
||
Accrued payroll and employee benefits
|
38.5
|
|
|
33.2
|
|
||
Construction retainage
|
19.6
|
|
|
10.7
|
|
||
Deferred income
|
7.5
|
|
|
6.9
|
|
||
Customer rate refunds
|
—
|
|
|
16.3
|
|
||
Other current liabilities
|
28.4
|
|
|
35.7
|
|
||
Total current liabilities
|
332.9
|
|
|
314.4
|
|
||
|
|
|
|
||||
Long–term debt and capital lease obligation
|
3,558.0
|
|
|
3,459.3
|
|
||
|
|
|
|
||||
Other Liabilities and Deferred Credits:
|
|
|
|
|
|
||
Pension liability
|
22.0
|
|
|
24.3
|
|
||
Asset retirement obligation
|
44.7
|
|
|
38.1
|
|
||
Provision for other asset retirement
|
63.7
|
|
|
57.2
|
|
||
Payable to affiliate
|
16.0
|
|
|
16.0
|
|
||
Other
|
69.6
|
|
|
64.3
|
|
||
Total other liabilities and deferred credits
|
216.0
|
|
|
199.9
|
|
||
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Partners’ Capital:
|
|
|
|
|
|
||
Common units – 250.3 million units issued and
outstanding as of December 31, 2016 and 2015
|
4,522.2
|
|
|
4,326.2
|
|
||
General partner
|
88.8
|
|
|
84.8
|
|
||
Accumulated other comprehensive loss
|
(80.1
|
)
|
|
(84.3
|
)
|
||
Total partners’ capital
|
4,530.9
|
|
|
4,326.7
|
|
||
Total Liabilities and Partners' Capital
|
$
|
8,637.8
|
|
|
$
|
8,300.3
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Revenues:
|
|
|
|
|
|
||||||
Transportation
|
$
|
1,142.4
|
|
|
$
|
1,091.1
|
|
|
$
|
1,065.1
|
|
Parking and lending
|
18.2
|
|
|
11.4
|
|
|
23.3
|
|
|||
Storage
|
91.4
|
|
|
81.3
|
|
|
89.5
|
|
|||
Other
|
55.2
|
|
|
65.4
|
|
|
55.9
|
|
|||
Total operating revenues
|
1,307.2
|
|
|
1,249.2
|
|
|
1,233.8
|
|
|||
|
|
|
|
|
|
||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|||
Fuel and transportation
|
70.8
|
|
|
99.3
|
|
|
124.7
|
|
|||
Operation and maintenance
|
199.9
|
|
|
209.5
|
|
|
194.8
|
|
|||
Administrative and general
|
142.2
|
|
|
130.4
|
|
|
125.0
|
|
|||
Depreciation and amortization
|
317.8
|
|
|
323.7
|
|
|
288.7
|
|
|||
Asset impairment
|
3.8
|
|
|
0.4
|
|
|
10.1
|
|
|||
Net gain on sale of operating assets
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(1.1
|
)
|
|||
Taxes other than income taxes
|
95.3
|
|
|
90.6
|
|
|
93.5
|
|
|||
Total operating costs and expenses
|
829.7
|
|
|
853.4
|
|
|
835.7
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
477.5
|
|
|
395.8
|
|
|
398.1
|
|
|||
|
|
|
|
|
|
||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
182.8
|
|
|
176.4
|
|
|
165.5
|
|
|||
Interest income
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.6
|
)
|
|||
Equity losses in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
86.5
|
|
|||
Miscellaneous other income
|
(7.7
|
)
|
|
(2.7
|
)
|
|
(0.5
|
)
|
|||
Total other deductions
|
174.7
|
|
|
173.3
|
|
|
250.9
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
302.8
|
|
|
222.5
|
|
|
147.2
|
|
|||
|
|
|
|
|
|
||||||
Income taxes
|
0.6
|
|
|
0.5
|
|
|
0.4
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
302.2
|
|
|
222.0
|
|
|
146.8
|
|
|||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(86.8
|
)
|
|||
Net income attributable to controlling interests
|
$
|
302.2
|
|
|
$
|
222.0
|
|
|
$
|
233.6
|
|
Net Income per Unit:
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||||
Net income per common unit
|
$
|
1.18
|
|
|
$
|
0.87
|
|
|
$
|
0.94
|
|
Weighted-average number of common
units outstanding
|
250.3
|
|
|
248.8
|
|
|
243.3
|
|
|||
Cash distribution declared and paid to common units
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
302.2
|
|
|
$
|
222.0
|
|
|
$
|
146.8
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Loss on cash flow hedges
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||
Reclassification adjustment transferred to Net income from cash flow hedges
|
2.4
|
|
|
2.4
|
|
|
2.6
|
|
|||
Pension and other postretirement benefit costs
|
1.8
|
|
|
(13.9
|
)
|
|
(10.9
|
)
|
|||
Total Comprehensive Income
|
306.4
|
|
|
210.5
|
|
|
137.8
|
|
|||
Comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(86.8
|
)
|
|||
Comprehensive income attributable to controlling interests
|
$
|
306.4
|
|
|
$
|
210.5
|
|
|
$
|
224.6
|
|
|
For the Year Ended
December 31, |
||||||||||
OPERATING ACTIVITIES:
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
302.2
|
|
|
$
|
222.0
|
|
|
$
|
146.8
|
|
Adjustments to reconcile net income to cash provided by operations:
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
317.8
|
|
|
323.7
|
|
|
288.7
|
|
|||
Amortization of deferred costs and other
|
2.1
|
|
|
7.7
|
|
|
5.7
|
|
|||
Asset impairment
|
3.8
|
|
|
0.4
|
|
|
10.1
|
|
|||
Net gain on sale of operating assets
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(1.1
|
)
|
|||
Equity losses in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
86.5
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|||||
Trade and other receivables
|
(10.4
|
)
|
|
(18.6
|
)
|
|
8.3
|
|
|||
Other receivables, affiliates
|
—
|
|
|
—
|
|
|
1.0
|
|
|||
Gas receivables and storage assets
|
10.9
|
|
|
(14.3
|
)
|
|
(11.5
|
)
|
|||
Costs recoverable from customers
|
—
|
|
|
(0.3
|
)
|
|
0.5
|
|
|||
Other assets
|
0.8
|
|
|
(3.2
|
)
|
|
5.8
|
|
|||
Trade and other payables
|
(20.0
|
)
|
|
39.4
|
|
|
(7.3
|
)
|
|||
Other payables, affiliates
|
(0.1
|
)
|
|
(0.7
|
)
|
|
0.2
|
|
|||
Gas payables
|
5.3
|
|
|
(3.7
|
)
|
|
(8.8
|
)
|
|||
Accrued liabilities
|
9.9
|
|
|
0.3
|
|
|
3.9
|
|
|||
Other liabilities
|
(21.4
|
)
|
|
24.2
|
|
|
(15.2
|
)
|
|||
Net cash provided by operating activities
|
600.8
|
|
|
576.4
|
|
|
513.6
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(590.4
|
)
|
|
(374.5
|
)
|
|
(404.4
|
)
|
|||
Proceeds from sale of operating assets
|
0.2
|
|
|
0.8
|
|
|
2.9
|
|
|||
Proceeds from insurance and other recoveries
|
—
|
|
|
6.2
|
|
|
6.3
|
|
|||
Advances to affiliates
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(20.5
|
)
|
|||
Distributions from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
11.1
|
|
|||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(294.7
|
)
|
|||
Net cash used in investing activities
|
(590.2
|
)
|
|
(367.5
|
)
|
|
(699.2
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term debt, net of issuance cost
|
539.1
|
|
|
247.1
|
|
|
342.9
|
|
|||
Repayment of borrowings from long-term debt and term loan
|
(250.0
|
)
|
|
(725.0
|
)
|
|
(25.0
|
)
|
|||
Proceeds from borrowings on revolving credit agreement
|
490.0
|
|
|
1,125.0
|
|
|
665.0
|
|
|||
Repayment of borrowings on revolving credit agreement,
including financing fees
|
(685.8
|
)
|
|
(873.6
|
)
|
|
(720.0
|
)
|
|||
Principal payment of capital lease obligation
|
(0.5
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||
Advances from affiliates
|
0.3
|
|
|
0.6
|
|
|
0.1
|
|
|||
Distributions paid
|
(102.2
|
)
|
|
(101.5
|
)
|
|
(99.2
|
)
|
|||
Capital contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
8.2
|
|
|||
Proceeds from sale of common units
|
—
|
|
|
113.1
|
|
|
—
|
|
|||
Capital contributions from general partner
|
—
|
|
|
2.3
|
|
|
—
|
|
|||
Distributions paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
(7.9
|
)
|
|||
Net cash (used in) provided by financing activities
|
(9.1
|
)
|
|
(212.4
|
)
|
|
163.7
|
|
|||
Increase (decrease) in cash and cash equivalents
|
1.5
|
|
|
(3.5
|
)
|
|
(21.9
|
)
|
|||
Cash and cash equivalents at beginning of period
|
3.1
|
|
|
6.6
|
|
|
28.5
|
|
|||
Cash and cash equivalents at end of period
|
$
|
4.6
|
|
|
$
|
3.1
|
|
|
$
|
6.6
|
|
|
Partners' Capital
|
|
|
|
|
|||||||||||||||
|
Common
Units
|
|
|
General
Partner
|
|
Accumulated Other Comp
(Loss) Income
|
|
Non-controlling Interest
|
|
Total Equity
|
||||||||||
Balance January 1, 2014
|
$
|
3,963.4
|
|
|
|
$
|
77.3
|
|
|
$
|
(63.8
|
)
|
|
$
|
86.5
|
|
|
$
|
4,063.4
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income (loss)
|
228.9
|
|
|
|
4.7
|
|
|
—
|
|
|
(86.8
|
)
|
|
146.8
|
|
|||||
Distributions paid
|
(97.2
|
)
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(99.2
|
)
|
|||||
Capital contributions from
noncontrolling interests
|
—
|
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
|
8.2
|
|
|||||
Distributions paid to
noncontrolling interests
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(7.9
|
)
|
|
(7.9
|
)
|
|||||
Other comprehensive loss,
net of tax
|
—
|
|
|
|
—
|
|
|
(9.0
|
)
|
|
—
|
|
|
(9.0
|
)
|
|||||
Balance December 31, 2014
|
$
|
4,095.1
|
|
|
|
$
|
80.0
|
|
|
$
|
(72.8
|
)
|
|
$
|
—
|
|
|
$
|
4,102.3
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
217.5
|
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
|
222.0
|
|
|||||
Distributions paid
|
(99.5
|
)
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(101.5
|
)
|
|||||
Sale of common units, net of
related transaction costs
|
113.1
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113.1
|
|
|||||
Capital contribution from
general partner |
—
|
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|||||
Other comprehensive loss,
net of tax
|
—
|
|
|
|
—
|
|
|
(11.5
|
)
|
|
—
|
|
|
(11.5
|
)
|
|||||
Balance December 31, 2015
|
$
|
4,326.2
|
|
|
|
$
|
84.8
|
|
|
$
|
(84.3
|
)
|
|
$
|
—
|
|
|
$
|
4,326.7
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
296.2
|
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
302.2
|
|
|||||
Distributions paid
|
(100.2
|
)
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(102.2
|
)
|
|||||
Other comprehensive income,
net of tax
|
—
|
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
4.2
|
|
|||||
Balance December 31, 2016
|
$
|
4,522.2
|
|
|
|
$
|
88.8
|
|
|
$
|
(80.1
|
)
|
|
$
|
—
|
|
|
$
|
4,530.9
|
|
|
For the Year Ended
December 31, |
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Capitalized interest and allowance for borrowed funds used during construction
|
$
|
7.4
|
|
|
$
|
3.4
|
|
|
$
|
6.8
|
|
Allowance for equity funds used during construction
|
7.9
|
|
|
2.7
|
|
|
0.5
|
|
2017
|
$
|
4.7
|
|
2018
|
4.1
|
|
|
2019
|
3.5
|
|
|
2020
|
3.4
|
|
|
2021
|
3.3
|
|
|
Thereafter
|
8.3
|
|
|
Total
|
$
|
27.3
|
|
2017
|
$
|
6.5
|
|
2018
|
3.7
|
|
|
2019
|
1.7
|
|
|
2020
|
1.7
|
|
|
2021
|
1.7
|
|
|
Thereafter
|
1.3
|
|
|
Total
|
$
|
16.6
|
|
|
Cash Flow Hedges
|
|
Pension and Other Postretirement Costs
|
|
Total
|
||||||
Beginning balance, January 1, 2014
|
$
|
(12.7
|
)
|
|
$
|
(51.1
|
)
|
|
$
|
(63.8
|
)
|
Loss recorded in accumulated other comprehensive loss
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||
Reclassifications:
|
|
|
|
|
|
||||||
Other operating revenues
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Interest expense
(1)
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|||
Pension and other postretirement benefit costs
|
—
|
|
|
(10.9
|
)
|
|
(10.9
|
)
|
|||
Ending balance, December 31, 2014
|
$
|
(10.8
|
)
|
|
$
|
(62.0
|
)
|
|
$
|
(72.8
|
)
|
Reclassifications: Interest expense
(1)
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|||
Pension and other postretirement benefit costs
|
—
|
|
|
(13.9
|
)
|
|
(13.9
|
)
|
|||
Ending balance, December 31, 2015
|
$
|
(8.4
|
)
|
|
$
|
(75.9
|
)
|
|
$
|
(84.3
|
)
|
Reclassifications: Interest expense
(1)
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|||
Pension and other postretirement benefit costs
|
—
|
|
|
1.8
|
|
|
1.8
|
|
|||
Ending balance, December 31, 2016
|
$
|
(6.0
|
)
|
|
$
|
(74.1
|
)
|
|
$
|
(80.1
|
)
|
(1)
|
Related to amounts deferred in AOCI from the treasury rate locks described above.
|
As of December 31, 2016
|
|
|
|
Estimated Fair Value
|
||||||||||||||||
Financial Assets
|
|
Carrying Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Cash and cash equivalents
|
|
$
|
4.6
|
|
|
$
|
4.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
|
$
|
3,558.9
|
|
(1)
|
$
|
—
|
|
|
$
|
3,709.2
|
|
|
$
|
—
|
|
|
$
|
3,709.2
|
|
As of December 31, 2015
|
|
|
|
Estimated Fair Value
|
||||||||||||||||
Financial Assets
|
|
Carrying Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Cash and cash equivalents
|
|
$
|
3.1
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Long-term debt
|
|
$
|
3,460.6
|
|
(1)
|
$
|
—
|
|
|
$
|
3,299.7
|
|
|
$
|
—
|
|
|
$
|
3,299.7
|
|
Category
|
|
2016
Amount |
|
Weighted-Average
Useful Lives
(Years)
|
|
2015
Amount |
|
Weighted-Average
Useful Lives
(Years)
|
||||
Depreciable plant:
|
|
|
|
|
|
|
|
|
||||
Transmission
|
|
$
|
8,337.1
|
|
|
38
|
|
$
|
7,930.3
|
|
|
37
|
Storage
|
|
779.2
|
|
|
38
|
|
769.5
|
|
|
38
|
||
Gathering
|
|
385.2
|
|
|
28
|
|
347.6
|
|
|
27
|
||
General
|
|
194.2
|
|
|
13
|
|
182.8
|
|
|
13
|
||
Rights of way and other
|
|
125.7
|
|
|
36
|
|
122.5
|
|
|
37
|
||
Total utility depreciable plant
|
|
9,821.4
|
|
|
37
|
|
9,352.7
|
|
|
37
|
||
|
|
|
|
|
|
|
|
|
||||
Non-depreciable:
|
|
|
|
|
|
|
|
|
|
|
||
Construction work in progress
|
|
368.5
|
|
|
|
|
201.9
|
|
|
|
||
Storage
|
|
105.5
|
|
|
|
|
105.5
|
|
|
|
||
Land
|
|
31.9
|
|
|
|
|
30.2
|
|
|
|
||
Other
|
|
—
|
|
|
|
|
16.3
|
|
|
|
||
Total non-depreciable assets
|
|
505.9
|
|
|
|
|
353.9
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||
Total PPE
|
|
10,327.3
|
|
|
|
|
9,706.6
|
|
|
|
||
Less: accumulated depreciation
|
|
2,333.8
|
|
|
|
|
2,052.2
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||
Total PPE, net
|
|
$
|
7,993.5
|
|
|
|
|
$
|
7,654.4
|
|
|
|
|
2016
|
|
2015
|
||||||||||||
|
Gross PPE
Investment
|
|
Accumulated Depreciation
|
|
Gross PPE
Investment
|
|
Accumulated Depreciation
|
||||||||
Bistineau storage
|
$
|
73.6
|
|
|
$
|
21.8
|
|
|
$
|
68.9
|
|
|
$
|
19.5
|
|
Mobile Bay Pipeline
|
13.3
|
|
|
5.4
|
|
|
13.2
|
|
|
5.1
|
|
||||
NGL pipelines and facilities
|
34.8
|
|
|
4.2
|
|
|
34.8
|
|
|
3.2
|
|
||||
Offshore and other assets
|
15.1
|
|
|
11.8
|
|
|
17.1
|
|
|
12.8
|
|
||||
Total
|
$
|
136.8
|
|
|
$
|
43.2
|
|
|
$
|
134.0
|
|
|
$
|
40.6
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Gross carrying amount
|
$
|
59.4
|
|
|
$
|
59.4
|
|
Accumulated amortization
|
(7.5
|
)
|
|
(5.5
|
)
|
||
Net carrying amount
|
$
|
51.9
|
|
|
$
|
53.9
|
|
|
|
|
|
2017
|
$
|
2.0
|
|
2018
|
2.0
|
|
|
2019
|
2.0
|
|
|
2020
|
1.9
|
|
|
2021
|
1.9
|
|
|
Thereafter
|
42.1
|
|
|
|
$
|
51.9
|
|
|
2016
|
|
2015
|
||||
Balance at beginning of year
|
$
|
52.6
|
|
|
$
|
46.3
|
|
Liabilities recorded
|
3.3
|
|
|
9.7
|
|
||
Liabilities settled
|
(5.7
|
)
|
|
(5.1
|
)
|
||
Accretion expense
|
1.7
|
|
|
1.7
|
|
||
Balance at end of year
|
51.9
|
|
|
52.6
|
|
||
Less: Current portion of ARO
|
(7.2
|
)
|
|
(14.5
|
)
|
||
Long-term ARO
|
$
|
44.7
|
|
|
$
|
38.1
|
|
|
2016
|
|
2015
|
||||
Regulatory Assets:
|
|
|
|
||||
Pension
|
$
|
10.6
|
|
|
$
|
10.6
|
|
Tax effect of AFUDC equity
|
2.7
|
|
|
3.1
|
|
||
Total regulatory assets
|
$
|
13.3
|
|
|
$
|
13.7
|
|
Regulatory Liabilities:
|
|
|
|
||||
Cashout and fuel tracker
|
$
|
10.1
|
|
|
$
|
6.0
|
|
Provision for other asset retirement
|
63.7
|
|
|
57.2
|
|
||
Unamortized debt expense and premium on reacquired debt
|
(6.8
|
)
|
|
(8.0
|
)
|
||
Unamortized discount on long-term debt
|
(1.0
|
)
|
|
(1.2
|
)
|
||
Postretirement benefits other than pension
|
45.9
|
|
|
39.9
|
|
||
Total regulatory liabilities
|
$
|
111.9
|
|
|
$
|
93.9
|
|
|
2016
|
|
2015
|
||||
Notes and Debentures:
|
|
|
|
||||
Boardwalk Pipelines
|
|
|
|
||||
5.875% Notes due 2016 (Boardwalk Pipelines 2016 Notes)
|
$
|
—
|
|
|
$
|
250.0
|
|
5.50% Notes due 2017 (Boardwalk Pipelines 2017 Notes)
|
300.0
|
|
|
300.0
|
|
||
5.20% Notes due 2018
|
185.0
|
|
|
185.0
|
|
||
5.75% Notes due 2019
|
350.0
|
|
|
350.0
|
|
||
3.375% Notes due 2023
|
300.0
|
|
|
300.0
|
|
||
4.95% Notes due 2024
|
600.0
|
|
|
600.0
|
|
||
5.95% Notes due 2026
|
550.0
|
|
|
—
|
|
||
|
|
|
|
||||
Gulf South
|
|
|
|
|
|
||
6.30% Notes due 2017 (Gulf South 2017 Notes)
|
275.0
|
|
|
275.0
|
|
||
4.00% Notes due 2022
|
300.0
|
|
|
300.0
|
|
||
|
|
|
|
||||
Texas Gas
|
|
|
|
|
|
||
4.50% Notes due 2021
|
440.0
|
|
|
440.0
|
|
||
7.25% Debentures due 2027
|
100.0
|
|
|
100.0
|
|
||
Total notes and debentures
|
3,400.0
|
|
|
3,100.0
|
|
||
|
|
|
|
||||
Revolving Credit Facility:
|
|
|
|
|
|
||
Gulf Crossing
|
180.0
|
|
|
375.0
|
|
||
|
|
|
|
||||
Capital lease obligation
|
8.6
|
|
|
9.1
|
|
||
|
3,588.6
|
|
|
3,484.1
|
|
||
Less:
|
|
|
|
||||
Unamortized debt discount
|
(21.1
|
)
|
|
(14.4
|
)
|
||
Unamortized debt issuance costs
|
(9.5
|
)
|
|
(10.4
|
)
|
||
Total Long-Term Debt and Capital Lease Obligation
|
$
|
3,558.0
|
|
|
$
|
3,459.3
|
|
2017
|
$
|
575.0
|
|
2018
|
185.0
|
|
|
2019
|
350.0
|
|
|
2020
|
—
|
|
|
2021
|
620.0
|
|
|
Thereafter
|
1,850.0
|
|
|
Total long-term debt
|
$
|
3,580.0
|
|
Date of
Issuance
|
|
Issuing Subsidiary
|
|
Amount of
Issuance
|
|
Purchaser
Discounts
and
Expenses
|
|
Net
Proceeds
|
|
Interest
Rate
|
|
Maturity Date
|
|
Interest
Payable
|
|||||||
May 2016
|
|
Boardwalk Pipelines
|
|
$
|
550.0
|
|
|
$
|
10.9
|
|
|
$
|
539.1
|
|
(1)
|
5.95
|
%
|
|
June 1, 2026
|
|
June 1 and December 1
|
March 2015
|
|
Boardwalk Pipelines
|
|
$
|
250.0
|
|
|
$
|
2.9
|
|
|
$
|
247.1
|
|
(2)
|
4.95
|
%
|
|
December 15, 2024
|
|
June 15 and
December 15
|
November 2014
|
|
Boardwalk Pipelines
|
|
$
|
350.0
|
|
|
$
|
7.1
|
|
|
$
|
342.9
|
|
(3)
|
4.95
|
%
|
|
December 15, 2024
|
|
June 15 and
December 15
|
(1)
|
The net proceeds of this offering were used to retire the Boardwalk Pipelines 2016 Notes and the Boardwalk Pipelines 2017 Notes. Initially, the Partnership used the net proceeds to reduce outstanding borrowings under its revolving credit facility. Subsequently, on November 15, 2016, and February 1, 2017, the Partnership retired all of the outstanding aggregate principal amount of Boardwalk Pipelines 2016 Notes and Boardwalk Pipelines 2017 Notes with borrowings under its revolving credit facility.
|
(2)
|
The net proceeds of this offering were used to retire a portion of the outstanding
$250.0 million
aggregate principal amount of the Texas Gas
4.60%
notes due 2015 (Texas Gas 2015 Notes). Initially, the Partnership used the net proceeds to reduce outstanding borrowings under its revolving credit facility. Subsequently, on June 1, 2015, the Partnership retired the Texas Gas 2015 Notes with borrowings under its revolving credit facility.
|
(3)
|
The net proceeds of this offering were used to retire all of the outstanding
$275.0 million
aggregate principal amount of the Gulf South
5.05%
notes due 2015 and the remainder of the net proceeds were used to reduce outstanding borrowings under the Partnership's revolving credit facility.
|
Month of Offering
|
|
Number of
Common Units
|
|
Issuance
Price
|
|
Less Underwriting Discounts and Expenses
|
|
Net Proceeds
(including General Partner Contribution)
|
|
Common Units Outstanding
After Offering
|
|
Common Units Held by the Public
After Offering
|
|||||||||
February 2015 - April 2015
|
|
7.0
|
|
$
|
16.19
|
|
(1)
|
|
$
|
1.1
|
|
|
$
|
115.4
|
|
|
250.3
|
|
|
|
124.6
|
|
Common
Units
|
|
|
Balance, January 1, 2014 and December 31, 2014
|
243.3
|
|
|
Common units issued under an equity distribution agreement
|
7.0
|
|
|
Balance, December 31, 2015 and 2016
|
250.3
|
|
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||
|
For the Year Ended
December 31, |
|
For the Year Ended
December 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of period
|
$
|
143.8
|
|
|
$
|
149.9
|
|
|
$
|
48.4
|
|
|
$
|
55.1
|
|
Service cost
|
3.6
|
|
|
3.8
|
|
|
0.3
|
|
|
0.3
|
|
||||
Interest cost
|
4.4
|
|
|
4.9
|
|
|
2.0
|
|
|
2.0
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.1
|
|
||||
Actuarial loss (gain)
|
1.6
|
|
|
(1.9
|
)
|
|
(5.6
|
)
|
|
(5.6
|
)
|
||||
Benefits paid
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(4.0
|
)
|
|
(4.5
|
)
|
||||
Settlement
|
(15.2
|
)
|
|
(12.4
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of period
|
$
|
137.7
|
|
|
$
|
143.8
|
|
|
$
|
42.1
|
|
|
$
|
48.4
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of period
|
$
|
119.5
|
|
|
$
|
130.7
|
|
|
$
|
86.4
|
|
|
$
|
87.3
|
|
Actual return on plan assets
|
8.9
|
|
|
(1.3
|
)
|
|
2.3
|
|
|
2.4
|
|
||||
Benefits paid
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(4.0
|
)
|
|
(4.5
|
)
|
||||
Settlement
|
(15.2
|
)
|
|
(12.4
|
)
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
3.0
|
|
|
3.0
|
|
|
0.2
|
|
|
0.1
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.1
|
|
||||
Fair value of plan assets at end of period
|
$
|
115.7
|
|
|
$
|
119.5
|
|
|
$
|
85.9
|
|
|
$
|
86.4
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status
|
$
|
(22.0
|
)
|
|
$
|
(24.3
|
)
|
|
$
|
43.8
|
|
|
$
|
38.0
|
|
|
|
|
|
|
|
|
|
||||||||
Items not recognized as components of net periodic cost:
|
|
|
|
|
|
|
|
|
|
||||||
Prior service cost (credit)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
Net actuarial loss
|
24.6
|
|
|
29.9
|
|
|
4.0
|
|
|
7.2
|
|
||||
Total
|
$
|
24.6
|
|
|
$
|
29.9
|
|
|
$
|
4.0
|
|
|
$
|
6.3
|
|
|
Retirement Plans
|
||||||
|
For the Year Ended
December 31, |
||||||
|
2016
|
|
2015
|
||||
Projected benefit obligation
|
$
|
137.7
|
|
|
$
|
143.8
|
|
Accumulated benefit obligation
|
128.2
|
|
|
134.1
|
|
||
Fair value of plan assets
|
115.7
|
|
|
119.5
|
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||||||||||
|
For the Year Ended
December 31, |
|
For the Year Ended
December 31, |
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
$
|
3.6
|
|
|
$
|
3.8
|
|
|
$
|
3.9
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Interest cost
|
4.4
|
|
|
4.9
|
|
|
5.8
|
|
|
2.0
|
|
|
2.0
|
|
|
2.2
|
|
||||||
Expected return on plan assets
|
(7.9
|
)
|
|
(9.1
|
)
|
|
(9.5
|
)
|
|
(4.6
|
)
|
|
(4.6
|
)
|
|
(4.2
|
)
|
||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(7.7
|
)
|
|
(7.8
|
)
|
||||||
Amortization of unrecognized net loss
|
2.7
|
|
|
2.0
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||
Settlement charge
|
3.2
|
|
|
2.5
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
6.0
|
|
|
$
|
4.1
|
|
|
$
|
3.5
|
|
|
$
|
(3.2
|
)
|
|
$
|
(10.0
|
)
|
|
$
|
(9.1
|
)
|
|
Retirement
Plans
|
|
PBOP
|
||||
2017
|
$
|
18.4
|
|
|
$
|
2.7
|
|
2018
|
12.6
|
|
|
2.8
|
|
||
2019
|
14.6
|
|
|
2.8
|
|
||
2020
|
14.5
|
|
|
2.9
|
|
||
2021
|
12.7
|
|
|
2.9
|
|
||
2022-2026
|
62.4
|
|
|
13.1
|
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||||
|
For the Year Ended
December 31, |
|
For the Year Ended
December 31, |
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||
|
Pension
|
|
SRP
|
|
Pension
|
|
SRP
|
|
|
|
|
||||||
Discount rate
|
3.60
|
%
|
|
3.85
|
%
|
|
3.60
|
%
|
|
4.00
|
%
|
|
4.20
|
%
|
|
4.25
|
%
|
Expected return on plan assets
|
7.25
|
%
|
|
7.25
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
5.30
|
%
|
|
5.30
|
%
|
Rate of compensation increase
|
3.86
|
%
|
|
3.86
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
—
|
|
|
—
|
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||||||||||||
|
For the Year Ended
December 31, |
|
For the Year Ended
December 31, |
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||
|
Pension
(1)
|
|
SRP
|
|
Pension
(2)
|
|
SRP
|
|
Pension
|
|
SRP
|
|
|
|
|
|
|
||||||||
Discount rate
|
3.60%/
3.45%/
3.00%/
2.85%
|
|
|
4.00
|
%
|
|
3.35%/
3.60% |
|
3.75
|
%
|
|
4.00
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
3.90
|
%
|
|
4.50
|
%
|
Expected return on plan assets
|
7.25
|
%
|
|
7.25
|
%
|
|
7.50%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
5.30
|
%
|
|
5.30
|
%
|
|
5.30
|
%
|
Rate of compensation increase
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Effect of 1% Increase:
|
|
2016
|
||
Benefit obligation at end of year
|
|
$
|
1.7
|
|
Total of service and interest costs for year
|
|
0.1
|
|
Effect of 1% Decrease:
|
|
|
||
Benefit obligation at end of year
|
|
$
|
(1.5
|
)
|
Total of service and interest costs for year
|
|
(0.1
|
)
|
|
Master Trust Assets
|
||||||||||||||||||||||
|
Measured under Fair Value Hierarchy
|
|
Measured at Net Asset Value
|
|
Total Master Trust Assets
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Equity securities
|
$
|
40.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40.6
|
|
|
$
|
—
|
|
|
$
|
40.6
|
|
Short-term investments
|
6.7
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
|
6.7
|
|
||||||
Fixed income mutual funds
|
93.1
|
|
|
—
|
|
|
—
|
|
|
93.1
|
|
|
—
|
|
|
93.1
|
|
||||||
Asset-backed securities
|
—
|
|
|
7.1
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
7.1
|
|
||||||
Total assets measured at fair
value
|
140.4
|
|
|
7.1
|
|
|
—
|
|
|
147.5
|
|
|
—
|
|
|
147.5
|
|
||||||
Total limited partnerships
measured at net asset value (1) |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82.5
|
|
|
82.5
|
|
||||||
Total
|
$
|
140.4
|
|
|
$
|
7.1
|
|
|
$
|
—
|
|
|
$
|
147.5
|
|
|
$
|
82.5
|
|
|
$
|
230.0
|
|
|
Master Trust Assets
|
||||||||||||||||||||||
|
Measured under Fair Value Hierarchy
|
|
Measured at Net Asset Value
|
|
Total Master Trust Assets
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Equity securities
|
$
|
36.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36.1
|
|
|
$
|
—
|
|
|
$
|
36.1
|
|
Short-term investments
|
6.6
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
6.6
|
|
||||||
Fixed income mutual funds
|
94.8
|
|
|
—
|
|
|
—
|
|
|
94.8
|
|
|
—
|
|
|
94.8
|
|
||||||
Asset-backed securities
|
—
|
|
|
6.4
|
|
|
—
|
|
|
6.4
|
|
|
—
|
|
|
6.4
|
|
||||||
Total assets measured at fair
value |
137.5
|
|
|
6.4
|
|
|
—
|
|
|
143.9
|
|
|
—
|
|
|
143.9
|
|
||||||
Total limited partnerships
measured at net asset value (1) |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90.4
|
|
|
90.4
|
|
||||||
Total
|
$
|
137.5
|
|
|
$
|
6.4
|
|
|
$
|
—
|
|
|
$
|
143.9
|
|
|
$
|
90.4
|
|
|
$
|
234.3
|
|
|
PBOP Trust Assets
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Short-term investments
|
$
|
3.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.2
|
|
Fixed income mutual funds
|
4.9
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
||||
Asset-backed securities
|
—
|
|
|
15.5
|
|
|
—
|
|
|
15.5
|
|
||||
Corporate bonds
|
—
|
|
|
18.6
|
|
|
—
|
|
|
18.6
|
|
||||
Tax exempt securities
|
—
|
|
|
43.7
|
|
|
—
|
|
|
43.7
|
|
||||
Total investments
|
$
|
8.1
|
|
|
$
|
77.8
|
|
|
$
|
—
|
|
|
$
|
85.9
|
|
|
PBOP Trust Assets
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Short-term investments
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
Fixed income mutual funds
|
4.7
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
||||
Asset-backed securities
|
—
|
|
|
18.8
|
|
|
—
|
|
|
18.8
|
|
||||
Corporate bonds
|
—
|
|
|
17.0
|
|
|
—
|
|
|
17.0
|
|
||||
Tax exempt securities
|
—
|
|
|
42.9
|
|
|
—
|
|
|
42.9
|
|
||||
Total investments
|
$
|
7.7
|
|
|
$
|
78.7
|
|
|
$
|
—
|
|
|
$
|
86.4
|
|
|
Phantom Common Units
|
|
Total Fair Value
(in millions)
|
|
Weighted-Average Vesting Period
(in years)
|
||||
Outstanding at January 1, 2015
(1)
|
199,669
|
|
|
$
|
4.1
|
|
|
0.9
|
|
Granted
|
647,256
|
|
|
10.1
|
|
|
2.4
|
|
|
Paid
|
(196,748
|
)
|
|
(2.9
|
)
|
|
—
|
|
|
Forfeited
|
(4,209
|
)
|
|
—
|
|
|
—
|
|
|
Outstanding at December 31, 2015
(1)
|
645,968
|
|
|
8.7
|
|
|
1.5
|
|
|
Granted
|
865,091
|
|
|
10.2
|
|
|
2.3
|
|
|
Paid
|
(237,972
|
)
|
|
(4.1
|
)
|
|
—
|
|
|
Forfeited
|
(15,462
|
)
|
|
—
|
|
|
—
|
|
|
Outstanding at December 31, 2016
(1)
|
1,257,625
|
|
|
$
|
22.5
|
|
|
1.2
|
|
(1)
|
Represents fair value and remaining weighted-average vesting period of outstanding awards at the end of the period.
|
|
Total Quarterly Distributions
|
|
Marginal Percentage Interest
in Distributions
|
||
|
Target Amount
|
|
Limited Partner
Unitholders
|
|
General
Partner and
IDRs
|
First Target Distribution
|
up to $0.4025
|
|
98%
|
|
2%
|
Second Target Distribution
|
above $0.4025 up to $0.4375
|
|
85%
|
|
15%
|
Third Target Distribution
|
above $0.4375 up to $0.5250
|
|
75%
|
|
25%
|
Thereafter
|
above $0.5250
|
|
50%
|
|
50%
|
Payment Date
|
|
Distribution
per Unit
|
|
Amount Paid to Common
Unitholders
|
|
Amount Paid to General Partner (Including IDRs)
(1)
|
||||||
November 17, 2016
|
|
$
|
0.1000
|
|
|
$
|
25.0
|
|
|
$
|
0.5
|
|
August 18, 2016
|
|
0.1000
|
|
|
25.1
|
|
|
0.5
|
|
|||
May 19, 2016
|
|
0.1000
|
|
|
25.1
|
|
|
0.5
|
|
|||
February 25, 2016
|
|
0.1000
|
|
|
25.0
|
|
|
0.5
|
|
|||
November 19, 2015
|
|
0.1000
|
|
|
25.0
|
|
|
0.5
|
|
|||
August 20, 2015
|
|
0.1000
|
|
|
25.1
|
|
|
0.5
|
|
|||
May 21, 2015
|
|
0.1000
|
|
|
25.1
|
|
|
0.5
|
|
|||
February 26, 2015
|
|
0.1000
|
|
|
24.3
|
|
|
0.5
|
|
|||
November 20, 2014
|
|
0.1000
|
|
|
24.3
|
|
|
0.5
|
|
|||
August 21, 2014
|
|
0.1000
|
|
|
24.3
|
|
|
0.5
|
|
|||
May 15, 2014
|
|
0.1000
|
|
|
24.3
|
|
|
0.5
|
|
|||
February 27, 2014
|
|
0.1000
|
|
|
24.3
|
|
|
0.5
|
|
(1)
|
For
2016
,
2015
and
2014
, the quarterly target distribution levels for IDR payout were not met and the Partnership paid no amounts with respect to the IDRs.
|
|
Total
|
|
Common
Units
|
|
General Partner and IDRs
|
||||||
Net income
|
$
|
302.2
|
|
|
|
|
|
||||
Declared distribution
|
102.2
|
|
|
$
|
100.2
|
|
|
$
|
2.0
|
|
|
Assumed allocation of undistributed net income
|
200.0
|
|
|
196.0
|
|
|
4.0
|
|
|||
Assumed allocation of net income attributable to limited
partner unitholders and general partner
|
$
|
302.2
|
|
|
$
|
296.2
|
|
|
$
|
6.0
|
|
Weighted-average units outstanding
|
|
|
|
250.3
|
|
|
|
|
|||
Net income per unit
|
|
|
|
$
|
1.18
|
|
|
|
|
|
Total
|
|
Common
Units
|
|
General Partner and IDRs
|
||||||
Net income
|
$
|
222.0
|
|
|
|
|
|
||||
Declared distribution
|
102.2
|
|
|
$
|
100.2
|
|
|
$
|
2.0
|
|
|
Assumed allocation of undistributed net income
|
119.8
|
|
|
117.3
|
|
|
2.5
|
|
|||
Assumed allocation of net income attributable to limited
partner unitholders and general partner
|
$
|
222.0
|
|
|
$
|
217.5
|
|
|
$
|
4.5
|
|
Weighted-average units outstanding
|
|
|
|
248.8
|
|
|
|
|
|||
Net income per unit
|
|
|
|
$
|
0.87
|
|
|
|
|
|
Total
|
|
Common
Units
|
|
General Partner and IDRs
|
||||||
Net income
|
$
|
146.8
|
|
|
|
|
|
||||
Less: Net loss attributable to noncontrolling interests
|
(86.8
|
)
|
|
|
|
|
|||||
Net income attributable to controlling interests
|
233.6
|
|
|
|
|
|
|||||
Declared distribution
|
99.2
|
|
|
$
|
97.2
|
|
|
$
|
2.0
|
|
|
Assumed allocation of undistributed net income
|
134.4
|
|
|
131.7
|
|
|
2.7
|
|
|||
Assumed allocation of net income attributable to limited
partner unitholders and general partner
|
$
|
233.6
|
|
|
$
|
228.9
|
|
|
$
|
4.7
|
|
Weighted-average units outstanding
|
|
|
243.3
|
|
|
|
|||||
Net income per unit
|
|
|
$
|
0.94
|
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current expense:
|
|
|
|
|
|
||||||
State
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
Total
|
0.4
|
|
|
0.4
|
|
|
0.3
|
|
|||
Deferred provision:
|
|
|
|
|
|
|
|
|
|||
State
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|||
Total
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|||
Income taxes
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
$
|
0.4
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest (net of amount capitalized)
|
$
|
170.6
|
|
|
$
|
170.6
|
|
|
$
|
153.0
|
|
Income taxes, net
|
0.7
|
|
|
0.3
|
|
|
0.1
|
|
|||
Non-cash adjustments:
|
|
|
|
|
|
|
|
|
|||
Accounts payable and PPE
|
93.4
|
|
|
54.7
|
|
|
36.9
|
|
|
2016
|
||||||||||||||
|
For the Quarter Ended:
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Operating revenues
|
$
|
352.6
|
|
|
$
|
303.3
|
|
|
$
|
306.3
|
|
|
$
|
345.0
|
|
Operating expenses
|
219.7
|
|
|
209.6
|
|
|
197.0
|
|
|
203.4
|
|
||||
Operating income
|
132.9
|
|
|
93.7
|
|
|
109.3
|
|
|
141.6
|
|
||||
Interest expense, net
|
46.3
|
|
|
48.3
|
|
|
45.3
|
|
|
42.5
|
|
||||
Other income
|
(1.8
|
)
|
|
(1.9
|
)
|
|
(1.9
|
)
|
|
(2.1
|
)
|
||||
Income before income taxes
|
88.4
|
|
|
47.3
|
|
|
65.9
|
|
|
101.2
|
|
||||
Income taxes
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
||||
Net income
|
$
|
88.2
|
|
|
$
|
47.3
|
|
|
$
|
65.7
|
|
|
$
|
101.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per unit
|
$
|
0.34
|
|
|
$
|
0.19
|
|
|
$
|
0.26
|
|
|
$
|
0.40
|
|
|
2015
|
||||||||||||||
|
For the Quarter Ended:
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Operating revenues
|
$
|
326.8
|
|
|
$
|
294.1
|
|
|
$
|
298.6
|
|
|
$
|
329.7
|
|
Operating expenses
|
220.4
|
|
|
213.4
|
|
|
212.7
|
|
|
206.9
|
|
||||
Operating income
|
106.4
|
|
|
80.7
|
|
|
85.9
|
|
|
122.8
|
|
||||
Interest expense, net
|
42.1
|
|
|
43.0
|
|
|
45.8
|
|
|
45.1
|
|
||||
Other income
|
(1.4
|
)
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
||||
Income before income taxes
|
65.7
|
|
|
38.4
|
|
|
40.5
|
|
|
77.9
|
|
||||
Income taxes
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
||||
Net income
|
$
|
65.6
|
|
|
$
|
38.3
|
|
|
$
|
40.4
|
|
|
$
|
77.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per unit
|
$
|
0.26
|
|
|
$
|
0.15
|
|
|
$
|
0.16
|
|
|
$
|
0.31
|
|
Assets
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Cash and cash equivalents
|
|
$
|
0.6
|
|
|
$
|
1.8
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
4.6
|
|
Receivables
|
|
—
|
|
|
—
|
|
|
139.8
|
|
|
—
|
|
|
139.8
|
|
|||||
Receivables - affiliate
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
(7.0
|
)
|
|
—
|
|
|||||
Gas and liquids stored underground
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|||||
Prepayments
|
|
0.4
|
|
|
—
|
|
|
17.3
|
|
|
—
|
|
|
17.7
|
|
|||||
Advances to affiliates
|
|
—
|
|
|
72.9
|
|
|
102.7
|
|
|
(175.6
|
)
|
|
—
|
|
|||||
Other current assets
|
|
—
|
|
|
—
|
|
|
13.9
|
|
|
(3.1
|
)
|
|
10.8
|
|
|||||
Total current assets
|
|
1.0
|
|
|
74.7
|
|
|
284.2
|
|
|
(185.7
|
)
|
|
174.2
|
|
|||||
Investment in consolidated subsidiaries
|
|
2,423.2
|
|
|
6,653.6
|
|
|
—
|
|
|
(9,076.8
|
)
|
|
—
|
|
|||||
Property, plant and equipment, gross
|
|
0.6
|
|
|
—
|
|
|
10,326.7
|
|
|
—
|
|
|
10,327.3
|
|
|||||
Less–accumulated depreciation and
amortization
|
|
0.6
|
|
|
—
|
|
|
2,333.2
|
|
|
—
|
|
|
2,333.8
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
—
|
|
|
7,993.5
|
|
|
—
|
|
|
7,993.5
|
|
|||||
Other noncurrent assets
|
|
—
|
|
|
3.3
|
|
|
466.8
|
|
|
—
|
|
|
470.1
|
|
|||||
Advances to affiliates – noncurrent
|
|
2,125.0
|
|
|
435.0
|
|
|
229.3
|
|
|
(2,789.3
|
)
|
|
—
|
|
|||||
Total other assets
|
|
2,125.0
|
|
|
438.3
|
|
|
696.1
|
|
|
(2,789.3
|
)
|
|
470.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Assets
|
|
$
|
4,549.2
|
|
|
$
|
7,166.6
|
|
|
$
|
8,973.8
|
|
|
$
|
(12,051.8
|
)
|
|
$
|
8,637.8
|
|
Liabilities and Partners' Capital
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Payables
|
|
$
|
0.9
|
|
|
$
|
0.2
|
|
|
$
|
136.4
|
|
|
$
|
—
|
|
|
$
|
137.5
|
|
Payable to affiliates
|
|
1.4
|
|
|
—
|
|
|
7.0
|
|
|
(7.0
|
)
|
|
1.4
|
|
|||||
Advances from affiliates
|
|
—
|
|
|
102.7
|
|
|
72.9
|
|
|
(175.6
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
—
|
|
|
21.8
|
|
|
175.3
|
|
|
(3.1
|
)
|
|
194.0
|
|
|||||
Total current liabilities
|
|
2.3
|
|
|
124.7
|
|
|
391.6
|
|
|
(185.7
|
)
|
|
332.9
|
|
|||||
Long-term debt and capital lease
obligation
|
|
—
|
|
|
2,264.4
|
|
|
1,293.6
|
|
|
—
|
|
|
3,558.0
|
|
|||||
Payable to affiliate - noncurrent
|
|
16.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|||||
Advances from affiliates - noncurrent
|
|
—
|
|
|
2,354.3
|
|
|
435.0
|
|
|
(2,789.3
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
200.0
|
|
|
—
|
|
|
200.0
|
|
|||||
Total other liabilities and deferred
credits
|
|
16.0
|
|
|
2,354.3
|
|
|
635.0
|
|
|
(2,789.3
|
)
|
|
216.0
|
|
|||||
Total partners’ capital
|
|
4,530.9
|
|
|
2,423.2
|
|
|
6,653.6
|
|
|
(9,076.8
|
)
|
|
4,530.9
|
|
|||||
Total Liabilities and Partners'
Capital
|
|
$
|
4,549.2
|
|
|
$
|
7,166.6
|
|
|
$
|
8,973.8
|
|
|
$
|
(12,051.8
|
)
|
|
$
|
8,637.8
|
|
Assets
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
Receivables
|
|
—
|
|
|
—
|
|
|
129.5
|
|
|
—
|
|
|
129.5
|
|
|||||
Receivables - affiliate
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
(7.0
|
)
|
|
—
|
|
|||||
Gas and liquids stored underground
|
|
—
|
|
|
—
|
|
|
10.7
|
|
|
—
|
|
|
10.7
|
|
|||||
Prepayments
|
|
0.2
|
|
|
—
|
|
|
16.7
|
|
|
—
|
|
|
16.9
|
|
|||||
Advances to affiliates
|
|
—
|
|
|
21.0
|
|
|
107.7
|
|
|
(128.7
|
)
|
|
—
|
|
|||||
Other current assets
|
|
—
|
|
|
—
|
|
|
12.8
|
|
|
(3.2
|
)
|
|
9.6
|
|
|||||
Total current assets
|
|
0.2
|
|
|
21.3
|
|
|
287.2
|
|
|
(138.9
|
)
|
|
169.8
|
|
|||||
Investment in consolidated subsidiaries
|
|
2,153.5
|
|
|
7,067.6
|
|
|
—
|
|
|
(9,221.1
|
)
|
|
—
|
|
|||||
Property, plant and equipment, gross
|
|
0.6
|
|
|
—
|
|
|
9,706.0
|
|
|
—
|
|
|
9,706.6
|
|
|||||
Less–accumulated depreciation
and amortization
|
|
0.6
|
|
|
—
|
|
|
2,051.6
|
|
|
—
|
|
|
2,052.2
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
—
|
|
|
7,654.4
|
|
|
—
|
|
|
7,654.4
|
|
|||||
Other noncurrent assets
|
|
0.4
|
|
|
3.0
|
|
|
472.7
|
|
|
—
|
|
|
476.1
|
|
|||||
Advances to affiliates – noncurrent
|
|
2,190.2
|
|
|
466.3
|
|
|
1,113.4
|
|
|
(3,769.9
|
)
|
|
—
|
|
|||||
Total other assets
|
|
2,190.6
|
|
|
469.3
|
|
|
1,586.1
|
|
|
(3,769.9
|
)
|
|
476.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Assets
|
|
$
|
4,344.3
|
|
|
$
|
7,558.2
|
|
|
$
|
9,527.7
|
|
|
$
|
(13,129.9
|
)
|
|
$
|
8,300.3
|
|
Liabilities and Partners' Capital
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Payables
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
118.2
|
|
|
$
|
—
|
|
|
$
|
118.6
|
|
Payable to affiliates
|
|
1.3
|
|
|
—
|
|
|
7.0
|
|
|
(7.0
|
)
|
|
1.3
|
|
|||||
Advances from affiliates
|
|
—
|
|
|
107.7
|
|
|
21.0
|
|
|
(128.7
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
—
|
|
|
20.9
|
|
|
176.8
|
|
|
(3.2
|
)
|
|
194.5
|
|
|||||
Total current liabilities
|
|
1.6
|
|
|
128.7
|
|
|
323.0
|
|
|
(138.9
|
)
|
|
314.4
|
|
|||||
Long-term debt and capital lease
obligation
|
|
—
|
|
|
1,972.4
|
|
|
1,486.9
|
|
|
—
|
|
|
3,459.3
|
|
|||||
Payable to affiliate - noncurrent
|
|
16.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|||||
Advances from affiliates - noncurrent
|
|
—
|
|
|
3,303.6
|
|
|
466.3
|
|
|
(3,769.9
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
183.9
|
|
|
—
|
|
|
183.9
|
|
|||||
Total other liabilities and deferred
credits
|
|
16.0
|
|
|
3,303.6
|
|
|
650.2
|
|
|
(3,769.9
|
)
|
|
199.9
|
|
|||||
Total partners’ capital
|
|
4,326.7
|
|
|
2,153.5
|
|
|
7,067.6
|
|
|
(9,221.1
|
)
|
|
4,326.7
|
|
|||||
Total Liabilities and Partners'
Capital
|
|
$
|
4,344.3
|
|
|
$
|
7,558.2
|
|
|
$
|
9,527.7
|
|
|
$
|
(13,129.9
|
)
|
|
$
|
8,300.3
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,230.2
|
|
|
$
|
(87.8
|
)
|
|
$
|
1,142.4
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
20.1
|
|
|
(1.9
|
)
|
|
18.2
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
91.4
|
|
|
—
|
|
|
91.4
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
55.2
|
|
|
—
|
|
|
55.2
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
1,396.9
|
|
|
(89.7
|
)
|
|
1,307.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
160.5
|
|
|
(89.7
|
)
|
|
70.8
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
199.9
|
|
|
—
|
|
|
199.9
|
|
|||||
Administrative and general
|
0.5
|
|
|
—
|
|
|
141.7
|
|
|
—
|
|
|
142.2
|
|
|||||
Other operating costs and expenses
|
0.4
|
|
|
—
|
|
|
416.4
|
|
|
—
|
|
|
416.8
|
|
|||||
Total operating costs and expenses
|
0.9
|
|
|
—
|
|
|
918.5
|
|
|
(89.7
|
)
|
|
829.7
|
|
|||||
Operating (loss) income
|
(0.9
|
)
|
|
—
|
|
|
478.4
|
|
|
—
|
|
|
477.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
—
|
|
|
123.8
|
|
|
59.0
|
|
|
—
|
|
|
182.8
|
|
|||||
Interest (income) expense-affiliates, net
|
(37.8
|
)
|
|
44.4
|
|
|
(6.6
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Equity in earnings of subsidiaries
|
(265.5
|
)
|
|
(433.6
|
)
|
|
—
|
|
|
699.1
|
|
|
—
|
|
|||||
Miscellaneous other income, net
|
0.2
|
|
|
—
|
|
|
(7.9
|
)
|
|
—
|
|
|
(7.7
|
)
|
|||||
Total other (income) deductions
|
(303.1
|
)
|
|
(265.5
|
)
|
|
44.2
|
|
|
699.1
|
|
|
174.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
302.2
|
|
|
265.5
|
|
|
434.2
|
|
|
(699.1
|
)
|
|
302.8
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
302.2
|
|
|
$
|
265.5
|
|
|
$
|
433.6
|
|
|
$
|
(699.1
|
)
|
|
$
|
302.2
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,178.5
|
|
|
$
|
(87.4
|
)
|
|
$
|
1,091.1
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
11.6
|
|
|
(0.2
|
)
|
|
11.4
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
81.3
|
|
|
—
|
|
|
81.3
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
65.4
|
|
|
—
|
|
|
65.4
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
1,336.8
|
|
|
(87.6
|
)
|
|
1,249.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
186.9
|
|
|
(87.6
|
)
|
|
99.3
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
209.5
|
|
|
—
|
|
|
209.5
|
|
|||||
Administrative and general
|
—
|
|
|
—
|
|
|
130.4
|
|
|
—
|
|
|
130.4
|
|
|||||
Other operating costs and expenses
|
0.3
|
|
|
—
|
|
|
413.9
|
|
|
—
|
|
|
414.2
|
|
|||||
Total operating costs and expenses
|
0.3
|
|
|
—
|
|
|
940.7
|
|
|
(87.6
|
)
|
|
853.4
|
|
|||||
Operating (loss) income
|
(0.3
|
)
|
|
—
|
|
|
396.1
|
|
|
—
|
|
|
395.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
—
|
|
|
104.0
|
|
|
72.4
|
|
|
—
|
|
|
176.4
|
|
|||||
Interest (income) expense - affiliates, net
|
(28.8
|
)
|
|
38.2
|
|
|
(9.4
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Equity in earnings of subsidiaries
|
(193.5
|
)
|
|
(335.7
|
)
|
|
—
|
|
|
529.2
|
|
|
—
|
|
|||||
Miscellaneous other income, net
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
(2.7
|
)
|
|||||
Total other (income) deductions
|
(222.3
|
)
|
|
(193.5
|
)
|
|
59.9
|
|
|
529.2
|
|
|
173.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
222.0
|
|
|
193.5
|
|
|
336.2
|
|
|
(529.2
|
)
|
|
222.5
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
222.0
|
|
|
$
|
193.5
|
|
|
$
|
335.7
|
|
|
$
|
(529.2
|
)
|
|
$
|
222.0
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,157.9
|
|
|
$
|
(92.8
|
)
|
|
$
|
1,065.1
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
23.3
|
|
|
—
|
|
|
23.3
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
90.4
|
|
|
(0.9
|
)
|
|
89.5
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
55.9
|
|
|
—
|
|
|
55.9
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
1,327.5
|
|
|
(93.7
|
)
|
|
1,233.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
218.4
|
|
|
(93.7
|
)
|
|
124.7
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
194.8
|
|
|
—
|
|
|
194.8
|
|
|||||
Administrative and general
|
0.2
|
|
|
—
|
|
|
124.8
|
|
|
—
|
|
|
125.0
|
|
|||||
Other operating costs and expenses
|
0.2
|
|
|
—
|
|
|
391.0
|
|
|
—
|
|
|
391.2
|
|
|||||
Total operating costs and expenses
|
0.4
|
|
|
—
|
|
|
929.0
|
|
|
(93.7
|
)
|
|
835.7
|
|
|||||
Operating (loss) income
|
(0.4
|
)
|
|
—
|
|
|
398.5
|
|
|
—
|
|
|
398.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
—
|
|
|
76.5
|
|
|
89.0
|
|
|
—
|
|
|
165.5
|
|
|||||
Interest (income) expense - affiliates, net
|
(30.0
|
)
|
|
41.2
|
|
|
(11.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||
Equity in earnings of subsidiaries
|
(204.0
|
)
|
|
(321.7
|
)
|
|
—
|
|
|
525.7
|
|
|
—
|
|
|||||
Equity losses in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
86.5
|
|
|
—
|
|
|
86.5
|
|
|||||
Miscellaneous other income, net
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||
Total other (income) deductions
|
(234.0
|
)
|
|
(204.0
|
)
|
|
163.2
|
|
|
525.7
|
|
|
250.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
233.6
|
|
|
204.0
|
|
|
235.3
|
|
|
(525.7
|
)
|
|
147.2
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
233.6
|
|
|
204.0
|
|
|
234.9
|
|
|
(525.7
|
)
|
|
146.8
|
|
|||||
Net loss attributable to noncontrolling
interests
|
—
|
|
|
—
|
|
|
(86.8
|
)
|
|
—
|
|
|
(86.8
|
)
|
|||||
Net income (loss) attributable to controlling
interests |
$
|
233.6
|
|
|
$
|
204.0
|
|
|
$
|
321.7
|
|
|
$
|
(525.7
|
)
|
|
$
|
233.6
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net income (loss)
|
$
|
302.2
|
|
|
$
|
265.5
|
|
|
$
|
433.6
|
|
|
$
|
(699.1
|
)
|
|
$
|
302.2
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reclassification adjustment transferred to
Net income from cash flow hedges
|
2.4
|
|
|
2.4
|
|
|
0.7
|
|
|
(3.1
|
)
|
|
2.4
|
|
|||||
Pension and other postretirement
benefit costs
|
1.8
|
|
|
1.8
|
|
|
1.8
|
|
|
(3.6
|
)
|
|
1.8
|
|
|||||
Total Comprehensive Income (Loss)
|
$
|
306.4
|
|
|
$
|
269.7
|
|
|
$
|
436.1
|
|
|
$
|
(705.8
|
)
|
|
$
|
306.4
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net income (loss)
|
$
|
222.0
|
|
|
$
|
193.5
|
|
|
$
|
335.7
|
|
|
$
|
(529.2
|
)
|
|
$
|
222.0
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reclassification adjustment transferred to
Net income from cash flow hedges
|
2.4
|
|
|
2.4
|
|
|
0.7
|
|
|
(3.1
|
)
|
|
2.4
|
|
|||||
Pension and other postretirement
benefit costs
|
(13.9
|
)
|
|
(13.9
|
)
|
|
(13.9
|
)
|
|
27.8
|
|
|
(13.9
|
)
|
|||||
Total Comprehensive Income (Loss)
|
$
|
210.5
|
|
|
$
|
182.0
|
|
|
$
|
322.5
|
|
|
$
|
(504.5
|
)
|
|
$
|
210.5
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net income (loss)
|
$
|
233.6
|
|
|
$
|
204.0
|
|
|
$
|
234.9
|
|
|
$
|
(525.7
|
)
|
|
$
|
146.8
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(Loss) gain on cash flow hedges
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|
1.4
|
|
|
(0.7
|
)
|
|||||
Reclassification adjustment transferred to
Net Income from cash flow hedges
|
2.6
|
|
|
2.6
|
|
|
0.9
|
|
|
(3.5
|
)
|
|
2.6
|
|
|||||
Pension and other postretirement
benefit costs
|
(10.9
|
)
|
|
(10.9
|
)
|
|
(10.9
|
)
|
|
21.8
|
|
|
(10.9
|
)
|
|||||
Total Comprehensive Income (Loss)
|
224.6
|
|
|
195.0
|
|
|
224.2
|
|
|
(506.0
|
)
|
|
137.8
|
|
|||||
Comprehensive loss attributable to
noncontrolling interests
|
—
|
|
|
—
|
|
|
(86.8
|
)
|
|
—
|
|
|
(86.8
|
)
|
|||||
Comprehensive income (loss) attributable to
controlling interests
|
$
|
224.6
|
|
|
$
|
195.0
|
|
|
$
|
311.0
|
|
|
$
|
(506.0
|
)
|
|
$
|
224.6
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net cash provided by (used in)
operating activities
|
$
|
37.3
|
|
|
$
|
(161.9
|
)
|
|
$
|
725.4
|
|
|
$
|
—
|
|
|
$
|
600.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(590.4
|
)
|
|
—
|
|
|
(590.4
|
)
|
|||||
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Advances to affiliates, net
|
65.2
|
|
|
(20.6
|
)
|
|
39.1
|
|
|
(83.7
|
)
|
|
—
|
|
|||||
Net cash provided by (used in)
investing activities
|
65.2
|
|
|
(20.6
|
)
|
|
(551.1
|
)
|
|
(83.7
|
)
|
|
(590.2
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from long-term debt, net of
issuance cost |
—
|
|
|
539.1
|
|
|
—
|
|
|
—
|
|
|
539.1
|
|
|||||
Repayment of borrowings from long-term
debt and term loan |
—
|
|
|
(250.0
|
)
|
|
—
|
|
|
—
|
|
|
(250.0
|
)
|
|||||
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
490.0
|
|
|
—
|
|
|
490.0
|
|
|||||
Repayment of borrowings on revolving
credit agreement, including financing
fees
|
—
|
|
|
(0.8
|
)
|
|
(685.0
|
)
|
|
—
|
|
|
(685.8
|
)
|
|||||
Principal payment of capital lease
obligation
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||
Advances from affiliates, net
|
0.3
|
|
|
(104.3
|
)
|
|
20.6
|
|
|
83.7
|
|
|
0.3
|
|
|||||
Distributions paid
|
(102.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102.2
|
)
|
|||||
Net cash (used in) provided by
financing activities
|
(101.9
|
)
|
|
184.0
|
|
|
(174.9
|
)
|
|
83.7
|
|
|
(9.1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase (decrease) in cash and
cash equivalents
|
0.6
|
|
|
1.5
|
|
|
(0.6
|
)
|
|
—
|
|
|
1.5
|
|
|||||
Cash and cash equivalents at
beginning of period
|
—
|
|
|
0.3
|
|
|
2.8
|
|
|
—
|
|
|
3.1
|
|
|||||
Cash and cash equivalents at
end of period
|
$
|
0.6
|
|
|
$
|
1.8
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
4.6
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net cash provided by (used in)
operating activities
|
$
|
27.9
|
|
|
$
|
(136.3
|
)
|
|
$
|
684.8
|
|
|
$
|
—
|
|
|
$
|
576.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
(1.0
|
)
|
|
—
|
|
|
(373.5
|
)
|
|
—
|
|
|
(374.5
|
)
|
|||||
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|||||
Proceeds from other recoveries
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|||||
Advances to affiliates, net
|
(41.9
|
)
|
|
(269.0
|
)
|
|
(118.4
|
)
|
|
429.3
|
|
|
—
|
|
|||||
Net cash (used in) provided by
investing activities
|
(42.9
|
)
|
|
(269.0
|
)
|
|
(484.9
|
)
|
|
429.3
|
|
|
(367.5
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from long-term debt, net of
issuance cost
|
—
|
|
|
247.1
|
|
|
—
|
|
|
—
|
|
|
247.1
|
|
|||||
Repayment of borrowings from long-term
debt and term loan
|
—
|
|
|
—
|
|
|
(725.0
|
)
|
|
—
|
|
|
(725.0
|
)
|
|||||
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
1,125.0
|
|
|
—
|
|
|
1,125.0
|
|
|||||
Repayment of borrowings on revolving
credit agreement, including financing
fees
|
—
|
|
|
(3.6
|
)
|
|
(870.0
|
)
|
|
—
|
|
|
(873.6
|
)
|
|||||
Principal payment of capital lease
obligation
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Advances from affiliates, net
|
0.6
|
|
|
160.3
|
|
|
269.0
|
|
|
(429.3
|
)
|
|
0.6
|
|
|||||
Distributions paid
|
(101.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101.5
|
)
|
|||||
Proceeds from sale of common units
|
113.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113.1
|
|
|||||
Capital contributions from general
partner
|
2.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|||||
Net cash provided by (used in)
financing activities
|
14.5
|
|
|
403.8
|
|
|
(201.4
|
)
|
|
(429.3
|
)
|
|
(212.4
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Decrease in cash and cash equivalents
|
(0.5
|
)
|
|
(1.5
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
(3.5
|
)
|
|||||
Cash and cash equivalents at
beginning of period
|
0.5
|
|
|
1.8
|
|
|
4.3
|
|
|
—
|
|
|
6.6
|
|
|||||
Cash and cash equivalents at
end of period
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net cash provided by (used in)
operating activities
|
$
|
30.2
|
|
|
$
|
(112.1
|
)
|
|
$
|
595.5
|
|
|
$
|
—
|
|
|
$
|
513.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(404.4
|
)
|
|
—
|
|
|
(404.4
|
)
|
|||||
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
|||||
Proceeds from insurance and other
recoveries
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
6.3
|
|
|||||
Advances to affiliates, net
|
363.9
|
|
|
(49.6
|
)
|
|
(175.2
|
)
|
|
(139.0
|
)
|
|
0.1
|
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(20.5
|
)
|
|
—
|
|
|
(20.5
|
)
|
|||||
Distributions from unconsolidated
affiliates
|
—
|
|
|
—
|
|
|
11.1
|
|
|
—
|
|
|
11.1
|
|
|||||
Acquisition of businesses, net of cash
acquired
|
(294.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(294.7
|
)
|
|||||
Net cash provided by (used in)
investing activities
|
69.2
|
|
|
(49.6
|
)
|
|
(579.8
|
)
|
|
(139.0
|
)
|
|
(699.2
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from long-term debt, net of
issuance cost |
—
|
|
|
342.9
|
|
|
—
|
|
|
—
|
|
|
342.9
|
|
|||||
Repayment of borrowings from term loan
|
—
|
|
|
—
|
|
|
(25.0
|
)
|
|
—
|
|
|
(25.0
|
)
|
|||||
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
665.0
|
|
|
—
|
|
|
665.0
|
|
|||||
Repayment of borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
(720.0
|
)
|
|
—
|
|
|
(720.0
|
)
|
|||||
Principal payment of capital lease
obligation
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Advances from affiliates, net
|
0.1
|
|
|
(188.6
|
)
|
|
49.6
|
|
|
139.0
|
|
|
0.1
|
|
|||||
Distributions paid
|
(99.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99.2
|
)
|
|||||
Capital contributions from noncontrolling
interests
|
—
|
|
|
—
|
|
|
8.2
|
|
|
—
|
|
|
8.2
|
|
|||||
Distributions paid to noncontrolling
interests
|
—
|
|
|
—
|
|
|
(7.9
|
)
|
|
—
|
|
|
(7.9
|
)
|
|||||
Net cash (used in) provided by
financing activities
|
(99.1
|
)
|
|
154.3
|
|
|
(30.5
|
)
|
|
139.0
|
|
|
163.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase (decrease) in cash and cash
equivalents
|
0.3
|
|
|
(7.4
|
)
|
|
(14.8
|
)
|
|
—
|
|
|
(21.9
|
)
|
|||||
Cash and cash equivalents at
beginning of period
|
0.2
|
|
|
9.2
|
|
|
19.1
|
|
|
—
|
|
|
28.5
|
|
|||||
Cash and cash equivalents at
end of period
|
$
|
0.5
|
|
|
$
|
1.8
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
6.6
|
|
Name
|
|
Age
|
|
Position
|
Stanley C. Horton
|
|
67
|
|
Chief Executive Officer (CEO), President and Director
|
Jamie L. Buskill
|
|
52
|
|
Senior Vice President, Chief Financial and Administrative Officer and Treasurer
|
Michael E. McMahon
|
|
61
|
|
Senior Vice President, General Counsel and Secretary
|
Jonathan E. Nathanson
|
|
55
|
|
Senior Vice President, Corporate Development
|
Kenneth I. Siegel
|
|
59
|
|
Director, Chairman of the Board
|
Arthur L. Rebell
|
|
76
|
|
Director
|
William R. Cordes
|
|
68
|
|
Director
|
Thomas E. Hyland
|
|
71
|
|
Director
|
Mark L. Shapiro
|
|
72
|
|
Director
|
Andrew H. Tisch
|
|
67
|
|
Director
|
Peter W. Keegan
|
|
72
|
|
Director
|
(i)
|
during the past three years the director has been an employee, or an immediate family member has been an executive officer, of us;
|
(ii)
|
the director or an immediate family member received, during any twelve month period within the past three years, more than $120,000 per year in direct compensation from us, excluding director and committee fees, pension payments and certain forms of deferred compensation;
|
(iii)
|
the director is a current partner or employee or an immediate family member is a current partner of a firm that is our internal or external auditor, or an immediate family member is a current employee of such a firm and personally works on our audit, or, within the last three years, the director or an immediate family member was a partner employee of such a firm and personally worked on our audit within that time;
|
(iv)
|
the director or an immediate family member has at any time during the past three years been employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee; or
|
(v)
|
the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three years, exceeds the greater of $1.0 million, or 2% of the other company’s consolidated gross revenues.
|
•
|
we had no material safety or pipeline deliverability issues and we were in compliance with all federal, state and local laws, rules and regulations;
|
•
|
we exceeded EBITDA and distributable cash flow amounts included in our plan;
|
•
|
we continued to take steps to enhance the Partnership’s financing options, including refinancing expiring, fixed-rate notes, extending the term of our Revolving Credit Agreement, extending the borrowing period under our Subordinated Loan Agreement with our general partner and executing a new $500.0 million equity distribution agreement;
|
•
|
we placed into service four major growth projects on time and under budget and were successful in executing additional contracts that support new growth projects;
|
•
|
our organic growth projects identified in Part I, Item 1
Business
-Current Growth Projects
of this Report are progressing as contemplated and remain on target and on budget; and
|
•
|
we continued to work on strengthening our balance sheet by funding growth projects with internally generated cash flows, and we completed 2016 with a debt to EBITDA ratio of approximately 4.5x and obtained investment grade debt ratings by the three major rating agencies.
|
•
|
Attract, motivate and retain highly qualified Named Executive Officers with market-competitive compensation;
|
•
|
Create a strong link between pay and performance (both Partnership and individual performance);
|
•
|
Motivate the Named Executive Officers to achieve both short and long-term Partnership goals;
|
•
|
Align interests of Named Executive Officers with the interests of the Partnership; and
|
•
|
Encourage prudent business behavior and minimize inappropriate risk taking.
|
Compensation
Element
|
|
Objectives
|
|
Design Elements
|
Base Salary
|
*
|
Attract and retain executives by providing compensation comparable with similar positions in the industry.
|
*
|
Base salary levels are reviewed annually and may be adjusted based both on individual performance and market competitiveness of total direct compensation (which is the sum of base salary, short-term incentive awards and long-term incentive awards).
|
Short-Term Incentive Award
|
*
|
Drive annual business performance by rewarding achievement of Partnership objectives.
|
*
|
Awards are comprised of annual cash bonus awards (STI Awards) under our Short-Term Incentive Plan (STIP).
|
*
|
Drive individual performance by including an individual performance component.
|
*
|
Payout of awards can range from 0% to 200% of target, at the discretion of the Board, based both on Partnership and individual performance, with equal weighting on both.
|
|
*
|
Attract talent by providing competitive short-term cash incentive targets.
|
*
|
Target levels are reviewed annually and may be adjusted based on market competitiveness of total direct compensation.
|
|
*
|
Reinforce corporate values of safety and compliance as Partnership objectives.
|
|
|
|
Long-Term Incentive Award
|
*
|
Attract and retain talent, motivate top performance and provide opportunity to share in long-term success of the Partnership.
|
*
|
Awards can consist of a combination of or any one of the following: phantom common units (Phantom Common Units) under our Long-Term Incentive Plan (LTIP) and long-term cash bonuses (Long-Term Cash Bonus) under our Unit Appreciation Rights and Cash Bonus Plan (UAR and Cash Bonus Plan).
|
*
|
Minimize inappropriate risk-taking by providing the appropriate mix of award types.
|
*
|
Longer vesting periods achieve retention objectives and discourage unreasonable risk taking for short-term gain.
|
|
*
|
Drive long-term business performance by aligning reward with common unit price, appreciation in common unit price and distributions to unitholders.
|
*
|
Phantom Common Units encourage retention and facilitate alignment with unitholder interests.
|
|
*
|
Drive individual performance by setting grant levels based on individual performance.
|
*
|
Long-Term Cash Bonus awards support retention of executives and provide our Board flexibility to mix equity-based and non-equity-based long-term compensation to support its objectives.
|
|
|
|
*
|
Mix of award types is reviewed annually.
|
|
|
|
*
|
Award levels are reviewed annually and are based on individual performance and market competitiveness of total direct compensation.
|
|
Benefits
|
*
|
Attract and retain executives by providing market competitive benefits.
|
*
|
Reviewed annually to ensure competitiveness.
|
Name
|
|
2016 Base Salary
(1)
|
|
STI Bonus Paid in
2017 for the 2016
Calendar Year
|
|
Long-Term Cash Bonus Granted in 2017 for the 2016 Calendar Year
(2)
|
|
Grant Date Fair Value for Long-Term Incentive Plan Awards granted in 2017 for the 2016 Calendar Year
(3)
|
|
Total
|
|
Stanley C. Horton
|
|
$850,018
|
|
$1,162,000
|
|
$506,250
|
|
$1,656,017
|
|
$4,174,285
|
|
Jamie L. Buskill
|
|
$408,661
|
|
$500,000
|
|
$150,000
|
|
$490,661
|
|
$1,549,322
|
|
Michael E. McMahon
|
|
$307,624
|
|
$420,000
|
|
$137,500
|
|
$449,785
|
|
$1,314,909
|
|
Jonathan E. Nathanson
|
|
$333,470
|
|
$385,000
|
|
$—
|
|
$—
|
|
$718,470
|
(1)
|
Represents the base salary for Mr. Horton for the entire year. Messrs. Buskill, McMahon and Nathanson’s base salaries were each increased by approximately 3% effective February 22, 2016. In addition, Mr. Buskill’s base salary was increased to $450,000 from his previous salary of $335,000 effective May 2, 2016. Refer to
Base Salary
below for further discussion of base salary adjustments.
|
(2)
|
Represents Long-Term Cash Bonuses granted under our UAR and Cash Bonus Plan on February 2, 2017.
|
(3)
|
Represents the grant date fair value of the Phantom Common Units granted under our LTIP on
February 2, 2017
. Messrs. Horton, Buskill and McMahon were granted
89,129
,
26,408
and
24,208
units. The fair value of each unit was derived based on the closing price of
$18.58
for the Partnership's common units on the NYSE on
February 1, 2017
. Refer to
Long-Term Incentive Awards – Phantom Common Units
for further discussion regarding the Phantom Common Units.
|
•
|
annual cash bonus awards under our STIP;
|
•
|
long-term, equity-based awards under our LTIP; and
|
•
|
Long-Term Cash Bonuses under our UAR and Cash Bonus Plan.
|
Name
|
|
2016 Base Salary
(1)
|
|
2016 STI
Target %
|
|
2016 STI Target Payout
|
Stanley C. Horton
|
|
$850,018
|
|
100%
|
|
$850,018
|
Jamie L. Buskill
|
|
$408,661
|
|
100%
|
|
$408,661
|
Michael E. McMahon
|
|
$307,624
|
|
100%
|
|
$307,624
|
Jonathan E. Nathanson
|
|
$333,470
|
|
100%
|
|
$333,470
|
1.
|
Operate our assets safely, reliably and in compliance with all applicable federal and state laws and governmental rules and regulations.
|
2.
|
Focus on delivering financial results that are consistent with the Partnership's 2016 budget.
|
3.
|
Explore strategic acquisition opportunities that would support profitable diversification and/or growth of our business.
|
4.
|
Improve efficiency throughout the Partnership including operating within departmental budgets.
|
5.
|
Market firm transportation, storage, gathering and processing services.
|
6.
|
Complete all projects on-time and meet project schedules for the year.
|
7.
|
Remain within budgeted capital expenditures while meeting strict safety and compliance guidelines and business needs.
|
8.
|
Identify other new growth and/or efficiency projects during the year that will result in the Partnership meeting its long-term growth projections and financial performance.
|
Name
|
|
2016 Incentive
Payout as
% of Base Salary
|
|
STI Bonus
|
Stanley C. Horton
|
|
137%
|
|
$1,162,000
|
Jamie L. Buskill
|
|
122%
|
|
$500,000
|
Michael E. McMahon
|
|
137%
|
|
$420,000
|
Jonathan E. Nathanson
|
|
115%
|
|
$385,000
|
(1)
|
The amounts shown in this column represent cash STI Awards earned under our STIP for
2016
,
2015
and
2014
. See the
Compensation Discussion and Analysis
above for discussion of the
2016
STI Awards. The amounts for 2016 and
2015
also include retention payments described below. In 2014, Long-Term Cash Bonuses were granted to Messrs. Horton, Buskill, McMahon and Nathanson having stated amounts of
$1,300,000
,
$500,000
,
$400,000
and
$400,000
. The awards vested and became payable, subject to the terms of the plan and grant agreements, on
December 16, 2016
, and are reported in the Summary Compensation Table in 2016, or the year they were earned.
|
(2)
|
In 2014, Messrs. Horton, Buskill, McMahon and Nathanson were awarded
$2,190,000
,
$885,000
,
$960,000
and
$900,000
under Retention Payment Agreements. Each award will vest and become payable as follows: 25% vested and became payable on
February 28, 2015
, 25% vested and became payable on
February 29, 2016
, and the remaining 50% will vest and become payable on
February 28, 2017
. In 2016 and 2015, amounts earned and paid to Messrs. Horton, Buskill, McMahon and Nathanson under the Retention Payment Agreements were
$547,500
,
$221,250
,
$240,000
and
$225,000
for each year.
|
(3)
|
Messrs. Horton, Buskill, McMahon and Nathanson were granted “Unit Awards” in the form of Phantom Common Units under our LTIP in February 2016 having a grant date fair value, determined in accordance with GAAP, of
$1,610,290
,
$447,307
,
$380,209
and
$380,209
and reported in the Summary Compensation Table for
2016
. The fair value of each unit was derived based on the closing price of
$10.61
for our common units on the NYSE on
February 3, 2016
. Each such grant includes a tandem grant of Distribution Equivalent Rights (DERs); will vest 50% on
December 1, 2017
, and 50% on
December 1, 2018
; and will be payable in cash to the grantee pursuant to a payment option selected by the grantee in an amount equal to the 30 day trading average closing price of the units (as defined in the plan). The vested amount then credited to the grantee’s DER account will be payable in cash. Messrs. Horton, Buskill, McMahon and Nathanson were also granted Phantom Common Units under our LTIP in February 2015 having a grant date fair value, determined in accordance with GAAP, of $1,798,834, $499,670, $399,739 and $399,739 and reported in the Summary Compensation Table for 2015. The fair value of each unit was derived based on the closing price of $15.51 for our common units on the NYSE on February 4, 2015. Each such grant includes a tandem grant of DERs; vested 50% on December 1, 2016, and will vest 50% on December 1, 2017; and will be payable in cash to the grantee pursuant to a payment option selected by the grantee in an amount equal to the 30 day trading average closing price of the units
|
(4)
|
Includes matching contributions under 401(k) plan (
$15,900
), employer contributions to the Boardwalk Savings Plan (
$10,600
), imputed life insurance premiums (
$6,858
) and preferred parking.
|
(5)
|
Includes the change in qualified retirement plan account balance (
$60,999
) and interest and pay credits for the supplemental retirement plan (
$259,129
). Details about both pension plans are contained in the
Pension Benefits
section below.
|
(6)
|
Includes matching contributions under 401(k) plan (
$15,900
), imputed life insurance premiums (
$3,495
) and preferred parking.
|
(7)
|
Includes matching contributions under 401(k) plan (
$15,900
), employer contributions to the Boardwalk Savings Plan (
$10,600
), imputed life insurance premiums (
$5,704
) and preferred parking.
|
(8)
|
Includes matching contributions under 401(k) plan (
$15,900
), employer contributions to the Boardwalk Savings Plan (
$10,600
) and imputed life insurance premiums (
$2,313
).
|
(9)
|
In addition to the compensation reported herein, in 2017, Long-Term Cash Bonuses were granted to Messrs. Horton, Buskill and McMahon having stated amounts of $506,250, $150,000 and $137,500. The awards will vest and become payable 50% on
December 1, 2018
, and 50% on
December 1, 2019
. Additionally, Messrs. Horton, Buskill and McMahon were granted “Unit Awards” in the form of Phantom Common Units under our LTIP, having a grant date fair value of
$1,656,017
,
$490,661
and
$449,785
. The fair value of each unit was derived based on the closing price of
February 1, 2017
, for our common units on the NYSE of
$18.58
. Each such grant includes a tandem grant of DERs; will vest 50% on
December 1, 2018
, and 50% on
December 1, 2019
; and will be payable in cash to the grantee pursuant to a payment option selected by the grantee in an amount equal to the 30 day trading average closing price of the units (as defined in the plan). The vested amount then credited to the grantee’s DER account will be payable in cash. See
Compensation Discussion and Analysis
above for discussion of the Long-Term Cash Bonuses and Phantom Common Unit awards.
|
Named Executive Officer
|
|
Year
|
|
Percentage of Total Compensation Paid as Salary and Bonus
|
Stanley C. Horton
|
|
2016
|
|
70%
|
Jamie L. Buskill
|
|
2016
|
|
67%
|
Michael E. McMahon
|
|
2016
|
|
77%
|
Jonathan E. Nathanson
|
|
2016
|
|
77%
|
Grants of Plan-Based Awards for 2016
|
||||||||
Names
|
|
Grant Date
|
|
All Other Unit
Awards: Number
of Units
(1)
(#)
|
|
Grant Date Fair Value of Unit Awards
(2)
($)
|
||
Stanley C. Horton
|
|
2/4/2016
|
|
151,771
|
|
|
1,610,290
|
|
Jamie L. Buskill
|
|
2/4/2016
|
|
42,159
|
|
|
447,307
|
|
Michael E. McMahon
|
|
2/4/2016
|
|
35,835
|
|
|
380,209
|
|
Jonathan Nathanson
|
|
2/4/2016
|
|
35,835
|
|
|
380,209
|
|
|
|
|
Phantom Common Units
|
|
||
Name
|
|
|
Number of Units That Have Not Vested
|
|
Market Value of Units That Have Not Vested
($)
|
|
Stanley C. Horton
|
|
|
57,989
|
|
1,053,080
|
(1)
|
|
|
|
151,771
|
|
2,695,453
|
(2)
|
Jamie L. Buskill
|
|
|
16,108
|
|
292,521
|
(1)
|
|
|
|
42,159
|
|
748,744
|
(2)
|
Michael E. McMahon
(3)
|
|
|
12,886
|
|
234,010
|
(1)
|
|
|
|
35,835
|
|
636,430
|
(2)
|
Jonathan E. Nathanson
|
|
|
12,886
|
|
234,010
|
(1)
|
|
|
|
35,835
|
|
636,430
|
(2)
|
Units Vested for 2016
|
||||
|
Unit Awards
|
|||
Name
|
|
Number of Phantom Common Units Vesting
(#)
|
|
Value Received on Vesting
(1)
($)
|
Stanley C. Horton
|
|
57,990
|
|
1,024,103
|
Jamie L. Buskill
|
|
16,108
|
|
284,467
|
Michael E. McMahon
(2)
|
|
12,887
|
|
227,584
|
Jonathan E. Nathanson
|
|
12,887
|
|
227,584
|
(1)
|
The Phantom Common Units vested December 1, 2016. At no time were our common units issued to or owned by the Named Executive Officers.
|
(2)
|
As discussed in
Phantom Common Units
above, these awards contained payment options for which each Named Executive Officer was required to make a payment election within 30 days of the grant of the award. Mr. McMahon, while his units vested on December 1, 2016, elected to defer payment of his award and related DER amounts until December 2017 pursuant to the payment options and provisions of the grant agreement. The vested Phantom Common Units will continue to be re-measured and accumulate DERs until settlement, pursuant to the provisions of the grant agreement. A portion of these deferred units were redeemed to satisfy tax requirements.
|
Pension Benefits for 2016
|
||||||||
Name
|
|
Plan Name
|
|
Number of Years Credited Service
(#)
|
|
Present Value of Accumulated Benefit
($)
|
|
Payments During Last Fiscal Year
($)
|
Jamie L. Buskill
|
|
TGRP
|
|
30.3
|
|
641,859
|
|
—
|
|
|
SRP
|
|
30.3
|
|
891,573
|
|
—
|
Nonqualified Deferred Compensation
|
||||||
Name
|
|
Registrant Contributions in 2016
($)
|
|
Aggregate Balance at December 31, 2016
($)
|
||
Michael E. McMahon
(1)
|
|
224,930
|
|
|
224,930
|
|
(1)
|
As of
December 31, 2016
, Messrs. Horton, McMahon and Nathanson were eligible for retirement as defined in the LTIP award agreement (as defined above). In order for a Phantom Common Unit to become vested due to retirement, retirement must occur 13 months after the grant date or one year after a retirement notice is provided, whichever is longer. The awards that exceed the time requirement are the LTIP awards granted in February 2015. LTIP amounts were determined by multiplying the number of Phantom Common Units each executive held on
December 31, 2016
, by the value of our common units on December 30, 2016, or
$17.36
. As of
December 31, 2016
, Messrs. Horton, McMahon and Nathanson held Phantom Common Units of
57,989
,
25,272
and
12,886
which were granted in 2015. The DER adjustment through
December 31, 2016
, applicable to each Phantom Common Unit granted in February 2015, was
$0.80
. Except for amounts associated with Mr. McMahon’s Phantom Common Units which vested in 2016 and payment was deferred until 2017, the remaining amounts will vest on December 1, 2017, and all amounts will become payable on December 1, 2017.
|
(2)
|
For LTIP amounts related to change of control, the full amount of the award would become vested in the event that the change of control definition per the award agreement has been triggered. For LTIP amounts related to death or disability,
|
(3)
|
Includes earned but unused PTO at
December 31, 2016
. In order to receive PTO payments upon retirement, the employee must have provided us with at least a six month notice prior to the termination of his employment.
|
(4)
|
Mr. Buskill would also be entitled to receive payment under the SRP six months after termination for any reason, which amounts are reported in the Pension Benefits table.
|
(5)
|
Retention amounts are determined by multiplying the portion of the Retention Payment that would have become vested on the next Vesting Date following
December 31, 2016
, by the proration of vesting days. The assumed proration factor at
December 31, 2016
, was
0.947
for the retention agreements issued in March 2014 and which vest on February 28, 2017.
|
(1)
|
On February 23, 2016, Messrs. Rebell, Cordes, Hyland and Shapiro were each granted 4,277 common units. The grant date fair value of the award for each Eligible Director, based on the market price of
$11.75
, was $50,245. The Eligible Directors had no outstanding equity awards at December 31, 2016.
|
(2)
|
Chairman of the Audit Committee.
|
(3)
|
Chairman of the Conflicts Committee.
|
Name of Beneficial Owner
|
|
Common
Units Beneficially Owned
|
|
Percentage of
Common
Units Beneficially Owned
(1)
|
Stanley C. Horton
|
|
14,000
|
(2)
|
*
|
Jamie L. Buskill
|
|
—
|
|
—
|
William R. Cordes
|
|
16,209
|
|
*
|
Thomas E. Hyland
|
|
22,109
|
(3)
|
*
|
Peter W. Keegan
|
|
—
|
|
—
|
Michael E. McMahon
|
|
—
|
|
—
|
Jonathan E. Nathanson
|
|
15,000
|
(4)
|
*
|
Arthur L. Rebell
|
|
54,385
|
(5)
|
*
|
Mark L. Shapiro
|
|
26,709
|
|
*
|
Kenneth I. Siegel
|
|
—
|
|
*
|
Andrew H. Tisch
|
|
81,050
|
(6)
|
*
|
All directors and executive officers as a group
|
|
229,462
|
|
*
|
BPHC
(7)
|
|
125,586,133
|
|
50%
|
Loews
(7)
|
|
125,586,133
|
|
50%
|
(1)
|
As of
February 15, 2017
, we had 250,296,782 common units issued and outstanding.
|
(2)
|
14,000 units were purchased and are owned by Mr. Horton’s spouse. In October 2015, these shares were transferred to the DWH Revocable Trust of which Mr. Horton's spouse is the beneficiary and trustee.
|
(3)
|
400 of these units are owned by Mr. Hyland’s spouse.
|
(4)
|
15,000 units are owned by Mr. Nathanson’s spouse.
|
(5)
|
32,984 of these units are owned by ARebell, LLC, a limited liability company controlled by Mr. Rebell. 801 units are owned by Mr. Rebell's spouse.
|
(6)
|
Represents one quarter of the number of units owned by a general partnership in which a one-quarter interest is held by a trust of which Mr. Tisch is managing trustee.
|
(7)
|
Loews is the parent company of BPHC and may, therefore, be deemed to beneficially own the units held by BPHC. The address of BPHC is 9 Greenway Plaza, Suite 2800, Houston, TX 77046. The address of Loews is 667 Madison Avenue, New York, New York 10065. Boardwalk GP, an indirect, wholly-owned subsidiary of BPHC, also holds our 2% general partner interest and all of our IDRs. Including the general partner interest but excluding the impact of the IDRs, Loews indirectly owns approximately 51% of our total ownership interests.
Our Partnership Interests
in Part II, Item 5 of this Report contains more information regarding our calculation of BPHC’s equity ownership.
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in the first column)
|
||
Equity compensation plans approved by security holders
|
|
—
|
|
|
N/A
|
|
—
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
N/A
|
|
3,460,872
|
|
|
2016
|
|
2015
|
||||
Audit fees
(1)
|
$
|
2.5
|
|
|
$
|
2.5
|
|
Audit related fees
(2)
|
0.1
|
|
|
0.1
|
|
||
Total
|
$
|
2.6
|
|
|
$
|
2.6
|
|
(1)
|
Includes the aggregate fees and expenses for annual financial statement audit and quarterly financial statement reviews.
|
(2)
|
Includes the aggregate fees and expenses for services that were reasonably related to the performance of the financial statement audits or reviews described above and not included under Audit fees above, mainly including consents, comfort letters and audits of employee benefits plans.
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Certificate of Limited Partnership of Boardwalk Pipeline Partners, LP (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-127578, filed on August 16, 2005).
|
3.2
|
|
Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP dated as of June 17, 2008 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 18, 2008).
|
3.3
|
|
Certificate of Limited Partnership of Boardwalk GP, LP (Incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-127578, filed on August 16, 2005).
|
3.4
|
|
Agreement of Limited Partnership of Boardwalk GP, LP (Incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-127578, filed on September 22, 2005).
|
3.5
|
|
Certificate of Formation of Boardwalk GP, LLC (Incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-127578, filed on August 16, 2005).
|
3.6
|
|
Amended and Restated Limited Liability Company Agreement of Boardwalk GP, LLC (Incorporated by reference to Exhibit 3.6 to Amendment No. 4 to Registrant’s Registration Statement on Form S-1, Registration No. 333-127578, filed on October 31, 2005).
|
3.7
|
|
Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP, dated as of October 31, 2011 (Incorporated by reference to Exhibit 3.7 to the Registrant’s Quarterly Report on Form 10-Q filed on November 1, 2011).
|
3.8
|
|
Amendment No. 2 to the Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP, dated as of October 25, 2012 (Incorporated by reference to Exhibit 3.1 to the Registrant's Current report on Form 8-K filed on October 30, 2012).
|
3.9
|
|
Amendment No. 3 to the Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP, dated as of October 7, 2013 (Incorporated by reference to Exhibit 3.1 to the Registrant's Current report on Form 8-K filed on October 8, 2013).
|
4.1
|
|
Indenture dated as of June 12, 2012, between Gulf South Pipeline Company, LP and The Bank of New York Mellon Trust Company, N.A. (Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 13, 2012).
|
4.2
|
|
Registration Rights Agreement dated June 12, 2012 between Gulf South Pipeline Company, LP and the Initial Purchasers (Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on June 13, 2012).
|
4.3
|
|
Amended and Restated Registration Rights Agreement dated June 26, 2009, by and between Boardwalk Pipeline Partners, LP and Boardwalk Pipelines Holding Corp. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 26, 2009).
|
4.4
|
|
Indenture dated July 15, 1997, between Texas Gas Transmission Corporation (now known as Texas Gas Transmission, LLC) and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.1 to Texas Gas Transmission Corporation’s Registration Statement on Form S-3, Registration No. 333-27359, filed on May 19, 1997).
|
4.5
|
|
Indenture dated as of May 28, 2003, between TGT Pipeline, LLC and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 3.6 to TGT Pipeline, LLC’s (now known as Boardwalk Pipelines, LP) Registration Statement on Form S-4, Registration No. 333-108693, filed on September 11, 2003).
|
4.6
|
|
Indenture dated as of May 28, 2003, between Texas Gas Transmission, LLC and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 3.5 to Boardwalk Pipelines, LLC’s (now known as Boardwalk Pipelines, LP) Registration Statement on Form S-4, Registration No. 333-108693, filed on September 11, 2003).
|
4.7
|
|
Indenture dated as of January 18, 2005, between TGT Pipeline, LLC and The Bank of New York, as Trustee, (Incorporated by reference to Exhibit 10.1 to TGT Pipeline, LLC’s (now known as Boardwalk Pipelines, LP) Current Report on Form 8-K filed on January 24, 2005).
|
4.8
|
|
Indenture dated as of January 18, 2005, between Gulf South Pipeline Company, LP and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 10.2 to Boardwalk Pipelines, LLC’s (now known as Boardwalk Pipelines, LP) Current Report on Form 8-K filed on January 24, 2005).
|
Exhibit
Number
|
|
Description
|
4.9
|
|
Indenture dated as of November 21, 2006, between Boardwalk Pipelines, LP, as issuer, the Registrant, as guarantor, and The Bank of New York Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 22, 2006).
|
4.10
|
|
Indenture dated August 17, 2007, between Gulf South Pipeline Company, LP and the Bank of New York Trust Company, N.A. therein (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 17, 2007).
|
4.11
|
|
Indenture dated January 19, 2011, between Texas Gas Transmission, LLC and the Bank of New York Trust Company, N.A. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 19, 2011).
|
4.12
|
|
First Supplemental Indenture dated June 7, 2011, between Texas Gas Transmission, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current report on Form 8-K, filed on June 13, 2011).
|
4.13
|
|
Second Supplemental Indenture dated June 16, 2011, between Texas Gas Transmission, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current report on Form 8-K, filed on June 20, 2011).
|
4.14
|
|
Subordination Agreement, dated as of July 31, 2014, among Boardwalk Pipelines Holding Corp., as Subordinated Creditor, Wells Fargo Bank N.A., as Senior Creditor Representative, and Boardwalk Pipelines, LP, as Borrower (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 5, 2014).
|
4.15
|
|
Indenture dated August 21, 2009, by and among Boardwalk Pipelines, LP, as issuer, Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to Boardwalk Pipeline Partners, LP’s Current Report on Form 8-K, filed on August 21, 2009).
|
4.16
|
|
First Supplemental Indenture dated August 21, 2009, by and among Boardwalk Pipelines, LP, as issuer, Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.2 to Boardwalk Pipeline Partners, LP’s Current Report on Form 8-K, filed on August 21, 2009).
|
4.17
|
|
Second Supplemental Indenture dated November 8, 2012, by and among Boardwalk Pipelines, LP, as issuer, Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to Boardwalk Pipeline Partners, LP's Current Report on Form 8-K, filed on November 8, 2012).
|
4.18
|
|
First Supplemental Indenture to the indenture dated November 21, 2006, among Boardwalk Pipelines, LP, as issuer, Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on April 23, 2013).
|
4.19
|
|
Third Supplemental Indenture to the indenture dated August 21, 2009, among Boardwalk Pipelines, LP, as issuer, Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on April 23, 2013).
|
4.20
|
|
Fourth Supplemental Indenture to the indenture dated August 21, 2009, among Boardwalk Pipelines, LP, as issuer, Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on November 26, 2014).
|
4.21
|
|
Fifth Supplemental Indenture to the indenture dated August 21, 2009, among Boardwalk Pipelines, LP, as issuer, Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 20, 2016).
|
10.1
|
|
Services Agreement dated as of May 16, 2003, by and between Loews Corporation and Texas Gas Transmission, LLC (Incorporated by reference to Exhibit 10.8 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-127578, filed on October 24, 2005).
(1)
|
***10.2
|
|
Boardwalk Pipeline Partners, LP Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.9 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-127578, filed on October 31, 2005).
|
***10.3
|
|
Form of Phantom Unit Award Agreement under the Boardwalk Pipeline Partners, LP Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.10 to the Registrant’s 2005 Annual Report on Form 10-K filed on March 16, 2006).
|
***10.4
|
|
Boardwalk Operating GP, LLC Short-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 27, 2010).
|
Exhibit
Number
|
|
Description
|
***10.5
|
|
Boardwalk Pipeline Partners Unit Appreciation Rights and Cash Bonus Plan (Incorporated by reference to Exhibits 10.1 and 10.2 to the Registrant’s Current Report on Form 8-K filed on December 17, 2010).
|
*, ***10.6
|
|
|
***10.7
|
|
Form of Grant for Cash Bonus Awards under the Boardwalk Pipeline Partners Unit Appreciation Rights and Cash Bonus Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 12, 2014).
|
***10.8
|
|
Form of Retention Payment agreement. (Incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed on February 24, 2014).
|
***10.9
|
|
Boardwalk Operating GP, LLC Exempt Employee Annual Short-Term Incentive Plan (As Amended and Restated Effective January 1, 2013) (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 29, 2013).
|
***10.10
|
|
Form of Grant of Phantom Unit Grant Agreement under the Boardwalk Pipeline Partners Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 9, 2015).
|
10.11
|
|
Subordinated Loan Agreement dated as of July 31, 2014, between Boardwalk Pipelines, LP, as Borrower, and Boardwalk Pipelines Holding Corp., as Lender (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 5, 2014).
|
10.12
|
|
Amendment No. 1 to Subordinated Loan Agreement dated as of October 30, 2015, between Boardwalk Pipelines, LP, as Borrower, and Boardwalk Pipelines Holding Corp., as Lender. (Incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed on November 3, 2015).
|
10.13
|
|
Amendment No. 2 to Subordinated Loan Agreement dated as of July 28, 2016, between Boardwalk Pipelines, LP, as Borrower, and Boardwalk Pipelines Holding Corp., as Lender (Incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on August 1, 2016).
|
10.14
|
|
Third Amended and Restated Revolving Credit Agreement, dated as of May 26, 2015, among Boardwalk Pipelines, LP, Texas Gas Transmission, LLC, Gulf South Pipeline Company, LP and Gulf Crossing Pipeline Company LLC, as borrowers, Boardwalk Pipeline Partners, LP, as guarantor, the several lenders and issuers party thereto, Wells Fargo Bank, N.A., as administrative agent, Citibank, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, and Bank of China, New York Branch, Barclays Bank PLC, Deutsche Bank Securities Inc., Mizuho Bank, Ltd., MUFG Union Bank, N.A., and Royal Bank of Canada, as co-documentation agents, and Wells Fargo Securities, LLC, Citigroup Global Markets, Inc., J.P. Morgan Securities LLC, Bank of China, New York Branch, Barclays Bank PLC, Deutsche Bank Securities Inc., Mizuho Bank, Ltd., MUFG Union Bank, N.A., and RBC Capital Markets, as joint lead arrangers and joint bookrunners (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 26, 2015).
|
10.15
|
|
Amendment No. 1 to the Third Amended and Restated Revolving Credit, dated as of July 29, 2016, among Boardwalk Pipelines, LP, Texas Gas Transmission, LLC, Gulf South Pipeline Company, LP and Gulf Crossing Pipeline Company LLC, as borrowers, Boardwalk Pipeline Partners, LP, as guarantor, the several lenders and issuers party thereto, Wells Fargo Bank, N.A., as administrative agent, Citibank, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, and Bank of China, New York Branch, Barclays Bank PLC, Deutsche Bank Securities Inc., Mizuho Bank, Ltd., MUFG Union Bank, N.A., and Royal Bank of Canada, as co-documentation agents, and Wells Fargo Securities, LLC, Citigroup Global Markets, Inc., J.P. Morgan Securities LLC, Bank of China, New York Branch, Barclays Bank PLC, Deutsche Bank Securities Inc., Mizuho Bank, Ltd., MUFG Union Bank, N.A., and RBC Capital Markets, as joint lead arrangers and joint bookrunners (Incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on August 1, 2016).
|
10.16
|
|
Sixth Supplemental Indenture to the indenture dated August 21, 2009, by and among Boardwalk Pipelines, LP, as issuer, Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 18, 2017).
|
*12.1
|
|
|
*21.1
|
|
|
*23.1
|
|
|
*31.1
|
|
|
*31.2
|
|
|
**32.1
|
|
|
|
Boardwalk Pipeline Partners, LP
|
|
|
|
By: Boardwalk GP, LP
|
|
|
|
its general partner
|
|
|
|
By: Boardwalk GP, LLC
|
|
|
|
its general partner
|
|
Dated:
|
February 15, 2017
|
By:
|
/s/ Jamie L. Buskill
|
|
|
|
Jamie L. Buskill
|
|
|
|
Senior Vice President, Chief Financial and Administrative Officer and Treasurer
|
Dated:
|
February 15, 2017
|
/s/ Stanley C. Horton
|
|
|
Stanley C. Horton
President, Chief Executive Officer and Director
(principal executive officer)
|
Dated:
|
February 15, 2017
|
/s/ Jamie L. Buskill
|
|
|
Jamie L. Buskill
Senior Vice President, Chief Financial and Administrative Officer and Treasurer
(principal financial officer)
|
Dated:
|
February 15, 2017
|
/s/ Steven A. Barkauskas
|
|
|
Steven A. Barkauskas
Senior Vice President, Controller and Chief Accounting Officer
(principal accounting officer)
|
Dated:
|
February 15, 2017
|
/s/ William R. Cordes
|
|
|
William R. Cordes
Director
|
Dated:
|
February 15, 2017
|
/s/ Thomas E. Hyland
|
|
|
Thomas E. Hyland
Director
|
Dated:
|
February 15, 2017
|
/s/ Peter W. Keegan
|
|
|
Peter W. Keegan
Director |
Dated:
|
February 15, 2017
|
/s/ Arthur L. Rebell
|
|
|
Arthur L. Rebell
Director
|
Dated:
|
February 15, 2017
|
/s/ Mark L. Shapiro
|
|
|
Mark L. Shapiro
Director
|
Dated:
|
February 15, 2017
|
/s/ Kenneth I. Siegel
|
|
|
Kenneth I. Siegel
Director
|
Dated:
|
February 15, 2017
|
/s/ Andrew H. Tisch
|
|
|
Andrew H. Tisch
Director
|
1.
|
Grant of Phantom Units with DERs and Cash Bonus
.
|
(a)
|
Effective as of the grant date set forth above (the “
Grant Date
”), Boardwalk Pipeline Partners, LP, a Delaware limited partnership (the “
Partnership
”), hereby grants to you [●] Phantom Units under the Boardwalk Pipeline Partners Long-Term Incentive Plan (the “
LTIP
”) on the terms and conditions set forth in this Phantom Unit and Cash Bonus Grant Agreement (this “
Agreement
”) and in the LTIP. Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the LTIP, unless the context requires otherwise.
|
(b)
|
This grant of Phantom Units includes a tandem distribution equivalent right (“
DER
”) grant with respect to each Phantom Unit granted under this Agreement. The Partnership shall establish a DER bookkeeping account (“
DER Account
”) for you with respect to each Phantom Unit granted hereunder that shall be credited with an amount equal to all cash distributions, if any, paid by the Partnership with respect to a common unit of the Partnership (“
Common Unit
”) so long as such Phantom Unit is “outstanding” on the record date for the applicable distribution.
|
(c)
|
Effective as of the Grant Date, the Partnership hereby grants you a contingent Cash Bonus under the Boardwalk Pipeline Partners Unit Appreciation Rights and Cash Bonus Plan (the “
UAR and Cash Bonus Plan
” and together with the LTIP, the “
Plans
”) in the amount of [●] on the terms and conditions set forth herein and in the UAR and Cash Bonus Plan.
|
2.
|
Vesting
.
|
(a)
|
Subject to Paragraph 3 below, the Phantom Units and Cash Bonus will become vested in accordance with the following schedule so long as you remain an Employee of the Partnership or one of its Affiliates through each “Vesting Date” listed below:
|
Vesting Date
|
Percentage of Phantom Units and Cash Bonus Granted Under this
Agreement that Become Vested
|
December 1, 2018
|
50%
|
December 1, 2019
|
50%
|
(b)
|
Except as otherwise provided in Paragraph 3, if you incur a termination of employment with the Partnership and its Affiliates that constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “
Code
”) and the Treasury regulations and other applicable guidance issued thereunder (a “
Termination of Employment
”) prior to December 1, 2019 (the “
Final Vesting Date
”), then, as of the date of your Termination of Employment, the Phantom Units, if any, that remain unvested and the portion of the Cash Bonus, if any, that has not become vested shall automatically be forfeited in full without payment upon your Termination of Employment.
|
(c)
|
Upon the vesting of a Phantom Unit, the amount credited to your tandem DER Account with respect to such Phantom Unit shall also vest. If a Phantom Unit is forfeited, the amount credited to your tandem DER Account with respect to such Phantom Unit shall be forfeited at the same time.
|
3.
|
Events Occurring Prior to the Final Vesting Date
.
|
(a)
|
Death or Disability. If you incur a Termination of Employment prior to the Final Vesting Date due to your death or a disability that entitles you to benefits under a long-term disability plan of the Partnership or one of its Affiliates (“Disability”), a pro-rata percentage of the Phantom Units and Cash Bonus granted hereunder will automatically become vested upon your Termination of Employment. Such pro-rata percentage shall be equal to “A” divided by “B,” where “A” is the number of days in the period beginning on the Grant Date and ending on the date of your Termination of Employment, and “B” is the total number of days in the period beginning on the Grant Date and ending on the Final Vesting Date (the “Vesting Period”). The remaining percentage of your Phantom Units that do not become vested as provided in the preceding sentence shall automatically be cancelled unpaid and Cash Bonus that does not become vested as provided in the preceding sentence shall be automatically forfeited on your Termination of Employment. Notwithstanding any deferral election you make pursuant to Paragraph 4(b), as soon as reasonably practicable (and, in all events, not later than 30 days) following your Termination of Employment due to your death or Disability, subject to Paragraph 5, the Partnership (or one of its Affiliates) shall pay to you (or, in the event of your death, to your estate or the person or persons who acquire the Phantom Units, tandem DERs and rights to the Cash Bonus granted hereunder by will or the laws of descent and distribution or otherwise by reason of your death), (i) with respect to each Phantom Unit that becomes vested pursuant to this Paragraph 3(a), an amount of cash equal to the sum of (x) the average closing price of a Common Unit on the New York Stock Exchange (“
NYSE
”) for the last 30 trading days immediately preceding your Termination of Employment, and (y) the cumulative amount credited to your DER Account maintained with respect to such vested Phantom Unit and (ii) an amount of cash equal to the portion of the Cash Bonus that becomes vested pursuant to this Paragraph 3(a).
|
(b)
|
Retirement
. If your Termination of Employment occurs on or after the date that is 13 months after the Grant Date and prior to the Final Vesting Date and is due to your Retirement, then any unvested portion of your Phantom Units and Cash Bonus will automatically become vested upon your Termination of Employment, subject to your continued compliance with the Noncompetition Restriction and the Non-solicitation Restriction set forth below. Such Phantom Units (less the Retirement Tax Accelerated Phantom Units, as defined below) will be paid to you at the time you originally elected in accordance Paragraph 4 (i.e., the Regular Payment Dates if you elected “Payment Option A” or the Deferred Payment Date if you elected “Payment Option B”) and the Cash Bonus will be paid to you on the Regular Payment Dates, so long as you have continuously complied with the Noncompetition Restriction and the Non-solicitation Restriction through the applicable payment date(s). However, certain tax withholding obligations must be satisfied with respect to your vested Phantom Units and tandem DERs in the calendar year in which the Retirement Vesting Date (as defined below) occurs. To satisfy these tax withholding obligations, a portion of your vested Phantom Units (the “
Retirement Tax Accelerated Phantom Units
”) and tandem DERs will be accelerated and withheld in accordance with Paragraph 5 on or before the last day of the calendar year in which the Retirement Vesting Date occurs. As used in this Paragraph 3(b):
|
(i)
|
“
Noncompetition Restriction
” means that, during the period beginning on the Grant Date and ending on the Final Vesting Date (the “
Award Period
”), without the written consent of the Committee, you will not, directly or indirectly (other than on behalf of the Partnership or one or more of its Affiliates), carry on or engage in the business of providing transportation, storage or processing of natural gas or natural gas liquids or any other business in which the Partnership or any of its Affiliates is engaged and with respect to which you provide material services or for which you have material responsibility during the final two years of your employment (the “
Business
”) within the Restricted Area; accordingly, you acknowledge and agree that during the Award Period and within the Restricted Area, you will not be employed or engaged by (or
|
(ii)
|
“
Non-solicitation Restriction
” means that during the Award Period, you will not, directly or indirectly, for yourself or any other person or entity, request or solicit in any manner, without the written consent of the Committee, any employee of the Partnership or any of its Affiliates with whom you had regular contact, or with whom you had a supervisory relationship (whether as a supervisor or supervisee) during the course of your employment with the Partnership or any of its Affiliates to terminate his or her employment with the Partnership or any of its Affiliates;
|
(iii)
|
“
Restricted Area
” means: (A) the State of Texas; (B) the following parishes within the State of Louisiana: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, DeSoto, East Baton Rouge, East Carroll, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson, Jefferson Davis, Lafayette, Lafourche, LaSalle, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana, and Winn; and (C) any other county in which you provide material services or for which you have material responsibility during the final two years of employment with the Partnership or any of its Affiliates; and
|
(iv)
|
“
Retirement
” means your Termination of Employment due to your resignation on or after reaching age 55 and having completed five or more years of continuous service with the Partnership and its Affiliates; provided, however, that such resignation will constitute a Retirement only if, at least one year prior to your desired retirement date (your “
Retirement Date
”), which Retirement Date shall not be earlier than the date that is 13 months after the Grant Date, you file a written notice with the human resources department of the Partnership that (x) indicates you intend to retire and (y) specifies your Retirement Date (a “
Retirement Notice
”). For the avoidance of doubt, if you incur a Termination of Employment prior to the Retirement Vesting Date, then your Termination of Employment will not be considered a Retirement for purposes of this Agreement (regardless of whether you have filed a Retirement Notice).
|
(v)
|
“
Retirement Vesting Date
” means the later of the date that is (x) 13 months after the Grant Date or (y) one year after you file a Retirement Notice.
|
(c)
|
Change of Control
. If a Change of Control occurs during the Vesting Period and you incur a Qualified Termination on or after such Change of Control, then any unvested portion of the Phantom Units and Cash Bonus granted to you will automatically become vested upon your Qualified Termination, but will be paid at the time you originally elected in accordance Paragraph 4 (i.e., in the case of Phantom Units, the Regular Payment Dates if you elected “Payment Option A” or the Deferred Payment Date if you elected “Payment Option B” and, in the case of the Cash Bonus, on the Regular Payment Dates). As used in this Paragraph 3(c), a “
Qualified Termination
” means your Termination of Employment before the Final Vesting Date either (i) by the Partnership or any of its Affiliates for any reason other than due to (x) your material violation of the Partnership’s or one of its Affiliate’s code of conduct policy, (y) your death or (z) your Disability or (ii) by you as a result of a material diminution in your duties and responsibilities in the aggregate following a Change of Control as compared to your duties and responsibilities immediately before such Change of Control.
|
(d)
|
Other Terminations
. If your Termination of Employment occurs prior to the Final Vesting Date for any reason other than as provided in Paragraphs 3(a), (b) and (c) above, then any unvested portion of the Phantom Units and Cash Bonus granted to you shall automatically be forfeited on the date of your Termination of Employment without payment, unless and to the extent such forfeiture is waived by the Committee in its sole discretion.
|
4.
|
Payments
. To accept the Phantom Units, tandem DERs and Cash Bonus granted under this Agreement, you must login to Ceridian https://sourceselfservice2.ceridian.com/bwp and elect, within 30 days following the Grant Date, the time at which your vested Phantom Units and tandem DERs, if any, shall be paid to you (i.e., Payment Option A or Payment Option B, as described in Paragraphs 4(a) and 4(b) and summarized in the chart below). This election does not affect the timing of payment for your Cash Bonus. Your time of payment election will be irrevocable and cannot be changed once it is made.
|
Vesting Date
|
Payment Option A
|
Payment Option B
|
December 1, 2018
|
Vested Phantom Units and tandem DERs paid in December 2018
Vested portion of Cash Bonus paid in December 2018 |
Vested Phantom Units and tandem DERs generally* deferred until December 2019
Vested portion of Cash Bonus paid in December 2018 |
December 1, 2019
|
Vested Phantom Units and tandem DERs paid in December 2019
Vested portion of Cash Bonus paid in December 2019 |
Vested Phantom Units and tandem DERs paid in December 2019
Vested portion of Cash Bonus paid in December 2019 |
(a)
|
Payment Option A
: If you elect “Payment Option A,” your vested Phantom Units will be paid as they become vested (i.e., 50% will be paid in December 2018 and 50% will be paid in December 2019). In particular, on or as soon as reasonably practicable (and, in all events, not later than 30 days) after each Vesting Date (the “
Regular Payment Dates
”), subject to Paragraph 5, the Partnership (or one of its Affiliates) shall pay to you, with respect to each vested Phantom Unit, an amount of cash equal to the sum of (i) the average closing price of a Common Unit on the NYSE for the last 30 trading days immediately preceding the applicable Regular Payment Date, and (ii) the cumulative amount credited to your DER Account maintained with respect to such vested Phantom Unit.
|
(b)
|
Payment Option B
: If you elect “Payment Option B,” except as otherwise provided in Paragraph 3(a), your vested Phantom Units will be deferred and paid to you within 30 days following the Final Vesting Date (the “
Deferred Payment Date
”). In particular, as soon as reasonably practicable (and, in all events, not later than 30 days) following the Deferred Payment Date, subject to Paragraph 5, the Partnership (or one of its Affiliates) shall pay to you, with respect to each vested Phantom Unit (other than the Payment Option B Tax Accelerated Phantom Units, as defined
|
(c)
|
Cash Bonus
: Regardless of whether you elect Payment Option A or Payment Option B, on each Regular Payment Date, the Partnership shall pay you an amount of cash equal to 50% of the Cash Bonus, less the amount of all taxes the Partnership is required to withhold from such payments.
|
5.
|
Withholding of Taxes
. To the extent that the vesting or payment of a Phantom Unit, a tandem DER or any portion of the Cash Bonus granted hereunder results in the receipt of compensation income or wages by you with respect to which the Partnership (or one of its Affiliates) has a tax withholding obligation pursuant to applicable law, the Partnership (or its Affiliate) shall withhold, or cause to be withheld, from payments otherwise payable to you an amount equal to any tax or social security required to be withheld by reason of such resulting compensation income or wages, and to take such other action(s) as may be necessary in the opinion of the Partnership (or its Affiliate) to satisfy such withholding obligation. You acknowledge and agree that none of the Board, the Committee, the Partnership or any of its Affiliates have made any representation or warranty as to the tax consequences to you as a result of the vesting or payment of the Phantom Units, tandem DERs or Cash Bonus granted hereunder. You represent that you are in no manner relying on the Board, the Committee, the Partnership or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. You represent that you have consulted with any tax consultants that you deem advisable with respect to the Phantom Units, tandem DERs and Cash Bonus granted hereunder.
|
6.
|
No Rights as a Common Unit Holder
. Without limiting any provision of this Agreement, neither you nor any person claiming under or through you shall have any of the rights or privileges of a holder of Common Units (including, without limitation, any voting rights) as a result of the grant of the Phantom Units or tandem DERs hereunder.
|
7.
|
Limitations Upon Transfer
. All rights under this Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise) other than by will or the laws of descent and distribution and such rights shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Agreement or the Plans, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.
|
8.
|
Binding Effect
. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Partnership and any person lawfully claiming under you.
|
9.
|
Entire Agreement
.
This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the Phantom Units, tandem DERs and Cash Bonus granted hereunder. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.
|
10.
|
Amendments
. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plans; provided, however, that except as otherwise provided in the Plans or this Agreement, any such amendment that materially reduces your rights hereunder shall be effective only if it is in writing and signed by both you and an authorized officer of the general partner of the General Partner of the Partnership.
|
11.
|
Section 409A Compliance
. The terms of this Agreement shall be construed as necessary to comply with, or be exempt from, Section 409A of the Code and the Treasury regulations and other applicable guidance issued thereunder (collectively, “
Section 409A
”). If a payment hereunder would be subject to the additional tax under Section 409A(a)(2)(B)(i) of the Code, then such payment shall be delayed and paid in a lump sum (without interest) on the earlier of (i) the first day that is more than six months after your Termination of Employment or (ii) your death. For purposes of Section 409A, each payment provided under this Agreement shall be treated as a separate payment.
|
12.
|
No Right to Employment
. Nothing in the Plans, nor the grant of the Phantom Units, tandem DERs and Cash Bonus pursuant to this Agreement, shall confer upon you the right to continued employment by the Partnership or any of its Affiliates or affect in any way the right of the Partnership or any of its Affiliates to terminate your employment at any time. Unless otherwise provided in a written employment agreement or by applicable law, your employment by the Partnership and its Affiliates shall be on an at-will basis, and your employment relationship may be terminated at any time by either you or the Partnership or one of its Affiliates for any reason or for no reason whatsoever, with or without cause or notice. Any question as to whether and when there has been a termination of your employment, and the cause of such termination, shall be determined by the Committee or its delegate, and its determination shall be final and binding for all purposes.
|
13.
|
Clawback
. Notwithstanding any provision in this Agreement or the Plans to the contrary, to the extent required by (a) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any Securities and Exchange Commission rule or any applicable securities exchange listing standards and/or (b) any policy that may be adopted or amended by the Board from time to time, all Phantom Units, tandem DERs and Cash Bonus granted hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy.
|
14.
|
Governing Law
. This grant shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws principles thereof.
|
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
For the Year Ended
December 31,
|
|||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes
|
$
|
302.8
|
|
|
|
$
|
222.5
|
|
|
|
$
|
147.2
|
|
|
|
$
|
250.7
|
|
|
|
$
|
306.5
|
|
|
Equity losses in unconsolidated
affiliates
|
|
—
|
|
|
|
|
—
|
|
|
|
|
86.5
|
|
|
|
|
1.2
|
|
|
|
|
—
|
|
|
Net loss attributable to noncontrolling
interests
|
|
—
|
|
|
|
|
—
|
|
|
|
|
9.2
|
|
|
|
|
3.5
|
|
|
|
|
—
|
|
|
Amortization of capitalized interest
|
|
3.8
|
|
|
|
|
3.9
|
|
|
|
|
3.5
|
|
|
|
|
3.4
|
|
|
|
|
3.3
|
|
|
Fixed charges
|
|
196.8
|
|
|
|
|
186.2
|
|
|
|
|
179.4
|
|
|
|
|
176.0
|
|
|
|
|
178.4
|
|
|
Capitalized interest
|
|
(5.8
|
)
|
|
|
|
(2.5
|
)
|
|
|
|
(6.8
|
)
|
|
|
|
(6.4
|
)
|
|
|
|
(4.6
|
)
|
|
Total earnings
|
$
|
497.6
|
|
|
|
$
|
410.1
|
|
|
|
$
|
419.0
|
|
|
|
$
|
428.4
|
|
|
|
$
|
483.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net of capitalized
interest
|
$
|
184.4
|
|
|
|
$
|
177.3
|
|
|
|
$
|
165.7
|
|
|
|
$
|
163.5
|
|
|
|
$
|
168.6
|
|
|
Capitalized interest
|
|
5.8
|
|
|
|
|
2.5
|
|
|
|
|
6.8
|
|
|
|
|
6.4
|
|
|
|
|
4.6
|
|
|
Implicit interest in rents
|
|
6.6
|
|
|
|
|
6.4
|
|
|
|
|
6.9
|
|
|
|
|
6.1
|
|
|
|
|
5.2
|
|
|
Total fixed charges
|
$
|
196.8
|
|
|
|
$
|
186.2
|
|
|
|
$
|
179.4
|
|
|
|
$
|
176.0
|
|
|
|
$
|
178.4
|
|
|
Ratio of earnings to fixed charges
|
|
2.53x
|
|
|
|
|
2.20x
|
|
|
|
|
2.34x
|
|
|
|
2.43x
|
|
|
|
2.71x
|
|
|
|
|
|
|
|
|
|
“earnings” is the aggregate of the following items: pre-tax income or loss from continuing operations before adjustment for income or loss from equity investees; plus fixed charges; plus amortization of capitalized interest; less capitalized interest and noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges; and
|
|
|
|
|
|
|
|
“fixed charges” means the sum of the following: interest expensed and capitalized; amortized premiums, discounts and capitalized expenses related to indebtedness; and an estimate of the interest within rental expense. Fixed charges are not reduced by any allowance for funds used during construction.
|
Name of Subsidiary
|
|
Organized Under Laws of
|
|
Business Names
|
|
|
|
|
|
Boardwalk Resources Company, LLC
|
|
Delaware
|
|
|
Boardwalk Field Services, LLC
|
|
Delaware
|
|
Field Services
|
Boardwalk Louisiana Midstream, LLC
|
|
Delaware
|
|
Louisiana Midstream
|
Boardwalk Midstream, LLC
|
|
Delaware
|
|
|
Boardwalk Operating GP, LLC
|
|
Delaware
|
|
|
Boardwalk Petrochemical Pipeline, LLC
|
|
Delaware
|
|
Boardwalk Petrochemical
|
Boardwalk Pipelines, LP
|
|
Delaware
|
|
|
Boardwalk Storage Company, LLC
|
|
Delaware
|
|
|
GS Pipeline Company, LLC
|
|
Delaware
|
|
|
Gulf Crossing Pipeline Company LLC
|
|
Delaware
|
|
Gulf Crossing
|
Gulf South Pipeline Company, LP
|
|
Delaware
|
|
Gulf South
|
Texas Gas Transmission, LLC
|
|
Delaware
|
|
Texas Gas
|
1)
|
I have reviewed this Annual Report on Form 10-K of Boardwalk Pipeline Partners, LP;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
February 15, 2017
|
/s/ Stanley C. Horton
|
|
|
Stanley C. Horton
|
|
|
President, Chief Executive Officer and Director
|
1)
|
I have reviewed this Annual Report on Form 10-K of Boardwalk Pipeline Partners, LP;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
February 15, 2017
|
/s/ Jamie L. Buskill
|
|
|
Jamie L. Buskill
|
|
|
Senior Vice President, Chief Financial and Administrative Officer and Treasurer
|