|
Commission file number: 01-32665
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BOARDWALK PIPELINE PARTNERS, LP
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(Exact name of registrant as specified in its charter)
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DELAWARE
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(State or other jurisdiction of incorporation or organization)
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20-3265614
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(I.R.S. Employer Identification No.)
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9 Greenway Plaza, Suite 2800
Houston, Texas 77046
(866) 913-2122
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(Address and Telephone Number of Registrant’s Principal Executive Office)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
|
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Name of each exchange on which registered
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Common Units Representing Limited Partner Interests
|
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: NONE
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PART I - FINANCIAL INFORMATION
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PART II - OTHER INFORMATION
|
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ASSETS
|
June 30,
2017 |
|
December 31,
2016
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
77.3
|
|
|
$
|
4.6
|
|
Receivables:
|
|
|
|
|
|
||
Trade, net
|
101.6
|
|
|
127.1
|
|
||
Other
|
11.2
|
|
|
12.7
|
|
||
Gas transportation receivables
|
4.3
|
|
|
8.2
|
|
||
Gas and liquids stored underground
|
4.7
|
|
|
1.3
|
|
||
Prepayments
|
21.9
|
|
|
17.7
|
|
||
Other current assets
|
1.1
|
|
|
2.6
|
|
||
Total current assets
|
222.1
|
|
|
174.2
|
|
||
|
|
|
|
||||
Property, Plant and Equipment:
|
|
|
|
|
|
||
Natural gas transmission and other plant
|
10,035.0
|
|
|
9,958.8
|
|
||
Construction work in progress
|
463.6
|
|
|
368.5
|
|
||
Property, plant and equipment, gross
|
10,498.6
|
|
|
10,327.3
|
|
||
Less—accumulated depreciation and amortization
|
2,468.1
|
|
|
2,333.8
|
|
||
Property, plant and equipment, net
|
8,030.5
|
|
|
7,993.5
|
|
||
|
|
|
|
||||
Other Assets:
|
|
|
|
|
|
||
Goodwill
|
237.4
|
|
|
237.4
|
|
||
Gas stored underground
|
95.7
|
|
|
93.5
|
|
||
Other
|
137.6
|
|
|
139.2
|
|
||
Total other assets
|
470.7
|
|
|
470.1
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
8,723.3
|
|
|
$
|
8,637.8
|
|
LIABILITIES AND PARTNERS' CAPITAL
|
June 30,
2017 |
|
December 31,
2016
|
||||
Current Liabilities:
|
|
|
|
||||
Payables:
|
|
|
|
||||
Trade
|
$
|
103.3
|
|
|
$
|
113.8
|
|
Affiliates
|
1.5
|
|
|
1.4
|
|
||
Other
|
25.0
|
|
|
23.7
|
|
||
Gas payables
|
7.8
|
|
|
6.7
|
|
||
Accrued taxes, other
|
53.1
|
|
|
52.7
|
|
||
Accrued interest
|
43.9
|
|
|
40.6
|
|
||
Accrued payroll and employee benefits
|
26.5
|
|
|
38.5
|
|
||
Construction retainage
|
17.8
|
|
|
19.6
|
|
||
Deferred income
|
5.5
|
|
|
7.5
|
|
||
Other current liabilities
|
25.0
|
|
|
28.4
|
|
||
Total current liabilities
|
309.4
|
|
|
332.9
|
|
||
|
|
|
|
||||
Long-term debt and capital lease obligation
|
3,574.5
|
|
|
3,558.0
|
|
||
|
|
|
|
||||
Other Liabilities and Deferred Credits:
|
|
|
|
|
|
||
Pension liability
|
22.2
|
|
|
22.0
|
|
||
Asset retirement obligation
|
44.3
|
|
|
44.7
|
|
||
Provision for other asset retirement
|
65.4
|
|
|
63.7
|
|
||
Payable to affiliate
|
16.0
|
|
|
16.0
|
|
||
Other
|
68.2
|
|
|
69.6
|
|
||
Total other liabilities and deferred credits
|
216.1
|
|
|
216.0
|
|
||
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
|
|
||
|
|
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|
||||
Partners’ Capital:
|
|
|
|
|
|
||
Common units - 250.3 million units issued and outstanding
as of June 30, 2017, and December 31, 2016
|
4,612.2
|
|
|
4,522.2
|
|
||
General partner
|
90.7
|
|
|
88.8
|
|
||
Accumulated other comprehensive loss
|
(79.6
|
)
|
|
(80.1
|
)
|
||
Total partners’ capital
|
4,623.3
|
|
|
4,530.9
|
|
||
Total Liabilities and Partners' Capital
|
$
|
8,723.3
|
|
|
$
|
8,637.8
|
|
|
|
|
For the
Three Months Ended June 30, |
|
For the
Six Months Ended June 30, |
||||||||||||
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Transportation
|
|
|
$
|
278.7
|
|
|
$
|
269.8
|
|
|
$
|
597.3
|
|
|
$
|
575.7
|
|
Parking and lending
|
|
|
7.9
|
|
|
4.4
|
|
|
13.3
|
|
|
8.5
|
|
||||
Storage
|
|
|
19.9
|
|
|
23.6
|
|
|
43.3
|
|
|
44.6
|
|
||||
Other
|
|
|
11.1
|
|
|
8.5
|
|
|
30.7
|
|
|
22.5
|
|
||||
Total operating revenues
|
|
|
317.6
|
|
|
306.3
|
|
|
684.6
|
|
|
651.3
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fuel and transportation
|
|
|
14.5
|
|
|
11.6
|
|
|
33.7
|
|
|
31.9
|
|
||||
Operation and maintenance
|
|
|
51.6
|
|
|
48.3
|
|
|
92.0
|
|
|
91.7
|
|
||||
Administrative and general
|
|
|
34.2
|
|
|
35.5
|
|
|
68.8
|
|
|
70.2
|
|
||||
Depreciation and amortization
|
|
|
80.2
|
|
|
79.1
|
|
|
160.8
|
|
|
158.1
|
|
||||
Loss on sale of assets and impairments
|
|
|
47.1
|
|
|
—
|
|
|
47.1
|
|
|
—
|
|
||||
Taxes other than income taxes
|
|
|
22.8
|
|
|
22.5
|
|
|
50.2
|
|
|
48.5
|
|
||||
Total operating costs and expenses
|
|
|
250.4
|
|
|
197.0
|
|
|
452.6
|
|
|
400.4
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
|
67.2
|
|
|
109.3
|
|
|
232.0
|
|
|
250.9
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
|
43.9
|
|
|
45.4
|
|
|
90.1
|
|
|
88.0
|
|
||||
Interest income
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
||||
Miscellaneous other income, net
|
|
|
(0.6
|
)
|
|
(1.9
|
)
|
|
(1.4
|
)
|
|
(4.0
|
)
|
||||
Total other deductions
|
|
|
43.1
|
|
|
43.4
|
|
|
88.4
|
|
|
83.8
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
|
|
24.1
|
|
|
65.9
|
|
|
143.6
|
|
|
167.1
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Income taxes
|
|
|
0.4
|
|
|
0.2
|
|
|
0.6
|
|
|
0.4
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
|
$
|
23.7
|
|
|
$
|
65.7
|
|
|
$
|
143.0
|
|
|
$
|
166.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income per Unit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income per common unit
|
|
|
$
|
0.09
|
|
|
$
|
0.26
|
|
|
$
|
0.56
|
|
|
$
|
0.65
|
|
Weighted-average number of common units outstanding
|
|
|
250.3
|
|
|
250.3
|
|
|
250.3
|
|
|
250.3
|
|
||||
Cash distribution declared and paid to common units per
common unit
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
|
For the
Three Months Ended June 30, |
|
For the
Six Months Ended June 30, |
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||
Net income
|
|
$
|
23.7
|
|
|
$
|
65.7
|
|
|
$
|
143.0
|
|
|
$
|
166.7
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss on cash flow hedge
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
||||
Reclassification adjustment transferred to Net income from cash flow hedges
|
|
0.6
|
|
|
0.6
|
|
|
1.3
|
|
|
1.2
|
|
|
||||
Pension and other postretirement benefit costs
|
|
0.4
|
|
|
1.1
|
|
|
0.7
|
|
|
1.7
|
|
|
||||
Total Comprehensive Income
|
|
$
|
24.7
|
|
|
$
|
67.4
|
|
|
$
|
143.5
|
|
|
$
|
169.6
|
|
|
|
For the
Six Months Ended June 30, |
||||||
OPERATING ACTIVITIES:
|
2017
|
|
2016
|
||||
Net income
|
$
|
143.0
|
|
|
$
|
166.7
|
|
Adjustments to reconcile net income to cash provided by operations:
|
|
|
|
|
|
||
Depreciation and amortization
|
160.8
|
|
|
158.1
|
|
||
Amortization of deferred costs and other
|
3.9
|
|
|
2.8
|
|
||
Loss on sale of assets and impairments
|
47.1
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Trade and other receivables
|
26.6
|
|
|
17.6
|
|
||
Gas receivables and storage assets
|
(1.7
|
)
|
|
(0.1
|
)
|
||
Costs recoverable from customers
|
2.2
|
|
|
—
|
|
||
Other assets
|
(7.3
|
)
|
|
(4.9
|
)
|
||
Trade and other payables
|
(7.0
|
)
|
|
(31.5
|
)
|
||
Other payables, affiliates
|
—
|
|
|
(0.1
|
)
|
||
Gas payables
|
(4.5
|
)
|
|
1.5
|
|
||
Accrued liabilities
|
(8.3
|
)
|
|
2.3
|
|
||
Other liabilities
|
(6.9
|
)
|
|
(7.7
|
)
|
||
Net cash provided by operating activities
|
347.9
|
|
|
304.7
|
|
||
|
|
|
|
||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Capital expenditures
|
(302.8
|
)
|
|
(259.0
|
)
|
||
Proceeds from sale of operating assets
|
64.8
|
|
|
0.1
|
|
||
Net cash used in investing activities
|
(238.0
|
)
|
|
(258.9
|
)
|
||
|
|
|
|
||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from long-term debt, net of issuance cost
|
494.0
|
|
|
539.1
|
|
||
Repayment of borrowings from long-term debt
|
(300.0
|
)
|
|
—
|
|
||
Proceeds from borrowings on revolving credit agreement
|
160.0
|
|
|
255.0
|
|
||
Repayment of borrowings on revolving credit agreement
|
(340.0
|
)
|
|
(630.0
|
)
|
||
Principal payment of capital lease obligation
|
(0.2
|
)
|
|
(0.2
|
)
|
||
Advances from affiliates
|
0.1
|
|
|
0.1
|
|
||
Distributions paid
|
(51.1
|
)
|
|
(51.1
|
)
|
||
Net cash (used in) provided by financing activities
|
(37.2
|
)
|
|
112.9
|
|
||
Increase in cash and cash equivalents
|
72.7
|
|
|
158.7
|
|
||
Cash and cash equivalents at beginning of period
|
4.6
|
|
|
3.1
|
|
||
Cash and cash equivalents at end of period
|
$
|
77.3
|
|
|
$
|
161.8
|
|
|
Common
Units
|
|
General
Partner
|
|
Accumulated
Other Comp
(Loss) Income
|
|
|
Total Equity
|
||||||||
Balance January 1, 2016
|
$
|
4,326.2
|
|
|
$
|
84.8
|
|
|
$
|
(84.3
|
)
|
|
|
$
|
4,326.7
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
163.4
|
|
|
3.3
|
|
|
—
|
|
|
|
166.7
|
|
||||
Distributions paid
|
(50.1
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
|
(51.1
|
)
|
||||
Other comprehensive
income, net of tax
|
—
|
|
|
—
|
|
|
2.9
|
|
|
|
2.9
|
|
||||
Balance June 30, 2016
|
$
|
4,439.5
|
|
|
$
|
87.1
|
|
|
$
|
(81.4
|
)
|
|
|
$
|
4,445.2
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance January 1, 2017
|
$
|
4,522.2
|
|
|
$
|
88.8
|
|
|
$
|
(80.1
|
)
|
|
|
$
|
4,530.9
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
140.1
|
|
|
2.9
|
|
|
—
|
|
|
|
143.0
|
|
||||
Distributions paid
|
(50.1
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
|
(51.1
|
)
|
||||
Other comprehensive
income, net of tax
|
—
|
|
|
—
|
|
|
0.5
|
|
|
|
0.5
|
|
||||
Balance June 30, 2017
|
$
|
4,612.2
|
|
|
$
|
90.7
|
|
|
$
|
(79.6
|
)
|
|
|
$
|
4,623.3
|
|
|
Cash Flow Hedges
|
|
Pension and
Other
Postretirement Costs
|
|
Total
|
||||||
Beginning balance, April 1, 2017
|
$
|
(6.8
|
)
|
|
$
|
(73.8
|
)
|
|
$
|
(80.6
|
)
|
Reclassifications:
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
0.6
|
|
|
|
—
|
|
|
|
0.6
|
|
Pension and other postretirement benefit costs
|
|
—
|
|
|
|
0.4
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|||
Ending balance, June 30, 2017
|
$
|
(6.2
|
)
|
|
$
|
(73.4
|
)
|
|
$
|
(79.6
|
)
|
|
Cash Flow Hedges
|
|
Pension and
Other
Postretirement Costs
|
|
Total
|
||||||
Beginning balance, April 1, 2016
|
$
|
(7.8
|
)
|
|
$
|
(75.3
|
)
|
|
$
|
(83.1
|
)
|
Reclassifications:
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
0.6
|
|
|
|
—
|
|
|
|
0.6
|
|
Pension and other postretirement benefit costs
|
|
—
|
|
|
|
1.1
|
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|||
Ending balance, June 30, 2016
|
$
|
(7.2
|
)
|
|
$
|
(74.2
|
)
|
|
$
|
(81.4
|
)
|
|
Cash Flow Hedges
|
|
Pension and
Other
Postretirement Costs
|
|
Total
|
||||||
Beginning balance, January 1, 2017
|
$
|
(6.0
|
)
|
|
$
|
(74.1
|
)
|
|
$
|
(80.1
|
)
|
Loss recorded in AOCI
|
|
(1.5
|
)
|
|
|
—
|
|
|
|
(1.5
|
)
|
Reclassifications:
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
1.3
|
|
|
|
—
|
|
|
|
1.3
|
|
Pension and other postretirement benefit costs
|
|
—
|
|
|
|
0.7
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|||
Ending balance, June 30, 2017
|
$
|
(6.2
|
)
|
|
$
|
(73.4
|
)
|
|
$
|
(79.6
|
)
|
|
Cash Flow Hedges
|
|
Pension and
Other
Postretirement Costs
|
|
Total
|
||||||
Beginning balance, January 1, 2016
|
$
|
(8.4
|
)
|
|
$
|
(75.9
|
)
|
|
$
|
(84.3
|
)
|
Reclassifications:
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
1.2
|
|
|
|
—
|
|
|
|
1.2
|
|
Pension and other postretirement benefit costs
|
|
—
|
|
|
|
1.7
|
|
|
|
1.7
|
|
|
|
|
|
|
|
|
|
|
|||
Ending balance, June 30, 2016
|
$
|
(7.2
|
)
|
|
$
|
(74.2
|
)
|
|
$
|
(81.4
|
)
|
As of June 30, 2017
|
|
|
|
|
Estimated Fair Value
|
||||||||||||||||
Financial Assets
|
|
Carrying Amount
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Cash and cash equivalents
|
|
$
|
77.3
|
|
|
|
$
|
77.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
|
$
|
3,575.8
|
|
(1)
|
|
$
|
—
|
|
|
$
|
3,777.2
|
|
|
$
|
—
|
|
|
$
|
3,777.2
|
|
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
|
|
|
Total
|
|
Common
Units
|
|
General Partner
and IDRs
|
||||||
Net income
|
$
|
23.7
|
|
|
|
|
|
||||
Declared distribution
|
25.6
|
|
|
$
|
25.1
|
|
|
$
|
0.5
|
|
|
Assumed allocation of undistributed net loss
|
(1.9
|
)
|
|
(1.9
|
)
|
|
—
|
|
|||
Assumed allocation of net income attributable to limited
partner unitholders and general partner |
$
|
23.7
|
|
|
$
|
23.2
|
|
|
$
|
0.5
|
|
Weighted-average units outstanding
|
|
|
250.3
|
|
|
|
|||||
Net income per unit
|
|
|
$
|
0.09
|
|
|
|
|
Total
|
|
Common
Units
|
|
General Partner
and IDRs
|
||||||
Net income
|
$
|
65.7
|
|
|
|
|
|
||||
Declared distribution
|
25.6
|
|
|
$
|
25.1
|
|
|
$
|
0.5
|
|
|
Assumed allocation of undistributed net income
|
40.1
|
|
|
39.3
|
|
|
0.8
|
|
|||
Assumed allocation of net income attributable to limited
partner unitholders and general partner |
$
|
65.7
|
|
|
$
|
64.4
|
|
|
$
|
1.3
|
|
Weighted-average units outstanding
|
|
|
|
250.3
|
|
|
|
|
|||
Net income per unit
|
|
|
|
$
|
0.26
|
|
|
|
|
|
Total
|
|
Common
Units
|
|
General Partner
and IDRs
|
||||||
Net income
|
$
|
143.0
|
|
|
|
|
|
||||
Declared distribution
|
51.1
|
|
|
$
|
50.1
|
|
|
$
|
1.0
|
|
|
Assumed allocation of undistributed net income
|
91.9
|
|
|
90.1
|
|
|
1.8
|
|
|||
Assumed allocation of net income attributable to limited
partner unitholders and general partner |
$
|
143.0
|
|
|
$
|
140.2
|
|
|
$
|
2.8
|
|
Weighted-average units outstanding
|
|
|
250.3
|
|
|
|
|||||
Net income per unit
|
|
|
$
|
0.56
|
|
|
|
|
Total
|
|
Common
Units
|
|
General Partner
and IDRs
|
||||||
Net income
|
$
|
166.7
|
|
|
|
|
|
||||
Declared distribution
|
51.1
|
|
|
$
|
50.1
|
|
|
$
|
1.0
|
|
|
Assumed allocation of undistributed net income
|
115.6
|
|
|
113.3
|
|
|
2.3
|
|
|||
Assumed allocation of net income attributable to limited
partner unitholders and general partner |
$
|
166.7
|
|
|
$
|
163.4
|
|
|
$
|
3.3
|
|
Weighted-average units outstanding
|
|
|
|
250.3
|
|
|
|
|
|||
Net income per unit
|
|
|
|
$
|
0.65
|
|
|
|
|
Date of
Issuance
|
|
Issuing Subsidiary
|
|
Amount of
Issuance
|
|
Purchaser
Discounts
and
Expenses
|
|
Net
Proceeds
|
|
Interest
Rate
|
|
Maturity Date
|
|
Interest Payable
|
||||||||||
January 2017
|
|
Boardwalk Pipelines
|
|
$
|
500.0
|
|
|
$
|
6.0
|
|
|
|
|
$
|
494.0
|
|
|
|
(1)
|
4.45%
|
|
July 15, 2027
|
|
January 15 and July 15
|
May 2016
|
|
Boardwalk Pipelines
|
|
$
|
550.0
|
|
|
$
|
10.9
|
|
|
|
|
$
|
539.1
|
|
|
|
(2)
|
5.95%
|
|
June 1, 2026
|
|
June 1 and December 1
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||
|
For the
Three Months Ended June 30, |
|
For the
Three Months Ended June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
$
|
0.9
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Interest cost
|
1.1
|
|
|
1.2
|
|
|
0.4
|
|
|
0.5
|
|
||||
Expected return on plan assets
|
(2.0
|
)
|
|
(2.0
|
)
|
|
(1.1
|
)
|
|
(1.2
|
)
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||
Amortization of unrecognized net loss
|
0.5
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
||||
Settlement charge
|
0.6
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
1.1
|
|
|
$
|
1.9
|
|
|
$
|
(0.7
|
)
|
|
$
|
(0.8
|
)
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||
|
For the
Six Months Ended June 30, |
|
For the
Six Months Ended June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
$
|
1.8
|
|
|
$
|
1.8
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
Interest cost
|
2.3
|
|
|
2.4
|
|
|
0.8
|
|
|
1.0
|
|
||||
Expected return on plan assets
|
(3.9
|
)
|
|
(4.0
|
)
|
|
(2.2
|
)
|
|
(2.4
|
)
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||
Amortization of unrecognized net loss
|
0.9
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
||||
Settlement charge
|
1.1
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
2.2
|
|
|
$
|
3.4
|
|
|
$
|
(1.3
|
)
|
|
$
|
(1.7
|
)
|
|
For the
Six Months Ended June 30, |
||||||
|
2017
|
|
2016
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest (net of amount capitalized)
|
$
|
82.4
|
|
|
$
|
78.7
|
|
Non-cash adjustments:
|
|
|
|
||||
Accounts payable and property, plant and equipment
|
90.0
|
|
|
94.6
|
|
Assets
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Cash and cash equivalents
|
|
$
|
0.7
|
|
|
$
|
75.0
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
77.3
|
|
Receivables
|
|
—
|
|
|
—
|
|
|
112.8
|
|
|
—
|
|
|
112.8
|
|
|||||
Receivables - affiliate
|
|
—
|
|
|
—
|
|
|
6.9
|
|
|
(6.9
|
)
|
|
—
|
|
|||||
Gas and liquids stored underground
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
4.7
|
|
|||||
Prepayments
|
|
0.5
|
|
|
0.1
|
|
|
21.3
|
|
|
—
|
|
|
21.9
|
|
|||||
Advances to affiliates
|
|
—
|
|
|
2.4
|
|
|
10.1
|
|
|
(12.5
|
)
|
|
—
|
|
|||||
Other current assets
|
|
—
|
|
|
0.1
|
|
|
6.8
|
|
|
(1.5
|
)
|
|
5.4
|
|
|||||
Total current assets
|
|
1.2
|
|
|
77.6
|
|
|
164.2
|
|
|
(20.9
|
)
|
|
222.1
|
|
|||||
Investment in consolidated subsidiaries
|
|
2,544.6
|
|
|
6,829.8
|
|
|
—
|
|
|
(9,374.4
|
)
|
|
—
|
|
|||||
Property, plant and equipment, gross
|
|
0.6
|
|
|
—
|
|
|
10,498.0
|
|
|
—
|
|
|
10,498.6
|
|
|||||
Less–accumulated depreciation
and amortization
|
|
0.6
|
|
|
—
|
|
|
2,467.5
|
|
|
—
|
|
|
2,468.1
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
—
|
|
|
8,030.5
|
|
|
—
|
|
|
8,030.5
|
|
|||||
Advances to affiliates – noncurrent
|
|
2,095.3
|
|
|
508.7
|
|
|
283.3
|
|
|
(2,887.3
|
)
|
|
—
|
|
|||||
Other noncurrent assets
|
|
—
|
|
|
2.9
|
|
|
467.5
|
|
|
0.3
|
|
|
470.7
|
|
|||||
Total other assets
|
|
2,095.3
|
|
|
511.6
|
|
|
750.8
|
|
|
(2,887.0
|
)
|
|
470.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
|
$
|
4,641.1
|
|
|
$
|
7,419.0
|
|
|
$
|
8,945.5
|
|
|
$
|
(12,282.3
|
)
|
|
$
|
8,723.3
|
|
Liabilities and Partners' Capital
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Payables
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
127.8
|
|
|
$
|
—
|
|
|
$
|
128.3
|
|
Payable to affiliates
|
|
1.5
|
|
|
—
|
|
|
6.9
|
|
|
(6.9
|
)
|
|
1.5
|
|
|||||
Advances from affiliates
|
|
—
|
|
|
10.1
|
|
|
2.4
|
|
|
(12.5
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
—
|
|
|
25.3
|
|
|
155.5
|
|
|
(1.2
|
)
|
|
179.6
|
|
|||||
Total current liabilities
|
|
1.8
|
|
|
35.6
|
|
|
292.6
|
|
|
(20.6
|
)
|
|
309.4
|
|
|||||
Long-term debt and capital lease
obligation
|
|
—
|
|
|
2,460.2
|
|
|
1,114.3
|
|
|
—
|
|
|
3,574.5
|
|
|||||
Payable to affiliate - noncurrent
|
|
16.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|||||
Advances from affiliates - noncurrent
|
|
—
|
|
|
2,378.6
|
|
|
508.7
|
|
|
(2,887.3
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
200.1
|
|
|
—
|
|
|
200.1
|
|
|||||
Total other liabilities and deferred
credits
|
|
16.0
|
|
|
2,378.6
|
|
|
708.8
|
|
|
(2,887.3
|
)
|
|
216.1
|
|
|||||
Total partners' capital
|
|
4,623.3
|
|
|
2,544.6
|
|
|
6,829.8
|
|
|
(9,374.4
|
)
|
|
4,623.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Liabilities and Partners' Capital
|
|
$
|
4,641.1
|
|
|
$
|
7,419.0
|
|
|
$
|
8,945.5
|
|
|
$
|
(12,282.3
|
)
|
|
$
|
8,723.3
|
|
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
|
|
|||||
Advances to affiliates – noncurrent
|
|
2,125.0
|
|
|
435.0
|
|
|
229.3
|
|
|
(2,789.3
|
)
|
|
—
|
|
|||||
Other noncurrent assets
|
|
—
|
|
|
3.3
|
|
|
466.8
|
|
|
—
|
|
|
470.1
|
|
|||||
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
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300.6
|
|
|
$
|
(21.9
|
)
|
|
$
|
278.7
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
8.1
|
|
|
(0.2
|
)
|
|
7.9
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
19.9
|
|
|
—
|
|
|
19.9
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
11.1
|
|
|
—
|
|
|
11.1
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
339.7
|
|
|
(22.1
|
)
|
|
317.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
36.6
|
|
|
(22.1
|
)
|
|
14.5
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
51.6
|
|
|
—
|
|
|
51.6
|
|
|||||
Administrative and general
|
—
|
|
|
—
|
|
|
34.2
|
|
|
—
|
|
|
34.2
|
|
|||||
Other operating costs and expenses
|
—
|
|
|
—
|
|
|
150.1
|
|
|
—
|
|
|
150.1
|
|
|||||
Total operating costs and expenses
|
—
|
|
|
—
|
|
|
272.5
|
|
|
(22.1
|
)
|
|
250.4
|
|
|||||
Operating income
|
—
|
|
|
—
|
|
|
67.2
|
|
|
—
|
|
|
67.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
—
|
|
|
32.4
|
|
|
11.5
|
|
|
—
|
|
|
43.9
|
|
|||||
Interest (income) expense - affiliates, net
|
(11.4
|
)
|
|
10.0
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Equity in earnings of subsidiaries
|
(12.3
|
)
|
|
(54.6
|
)
|
|
—
|
|
|
66.9
|
|
|
—
|
|
|||||
Miscellaneous other income, net
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||
Total other (income) deductions
|
(23.7
|
)
|
|
(12.3
|
)
|
|
12.2
|
|
|
66.9
|
|
|
43.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
23.7
|
|
|
12.3
|
|
|
55.0
|
|
|
(66.9
|
)
|
|
24.1
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
Net income (loss)
|
$
|
23.7
|
|
|
$
|
12.3
|
|
|
$
|
54.6
|
|
|
$
|
(66.9
|
)
|
|
$
|
23.7
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
291.7
|
|
|
$
|
(21.9
|
)
|
|
$
|
269.8
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
5.4
|
|
|
(1.0
|
)
|
|
4.4
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
23.6
|
|
|
—
|
|
|
23.6
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
8.5
|
|
|
—
|
|
|
8.5
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
329.2
|
|
|
(22.9
|
)
|
|
306.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
34.5
|
|
|
(22.9
|
)
|
|
11.6
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
48.3
|
|
|
—
|
|
|
48.3
|
|
|||||
Administrative and general
|
—
|
|
|
—
|
|
|
35.5
|
|
|
—
|
|
|
35.5
|
|
|||||
Other operating costs and expenses
|
0.1
|
|
|
—
|
|
|
101.5
|
|
|
—
|
|
|
101.6
|
|
|||||
Total operating costs and expenses
|
0.1
|
|
|
—
|
|
|
219.8
|
|
|
(22.9
|
)
|
|
197.0
|
|
|||||
Operating (loss) income
|
(0.1
|
)
|
|
—
|
|
|
109.4
|
|
|
—
|
|
|
109.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
—
|
|
|
30.4
|
|
|
15.0
|
|
|
—
|
|
|
45.4
|
|
|||||
Interest (income) expense - affiliates, net
|
(9.0
|
)
|
|
11.5
|
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Equity in earnings of subsidiaries
|
(57.0
|
)
|
|
(98.9
|
)
|
|
—
|
|
|
155.9
|
|
|
—
|
|
|||||
Miscellaneous other deductions
(income), net
|
0.2
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
(1.9
|
)
|
|||||
Total other (income) deductions
|
(65.8
|
)
|
|
(57.0
|
)
|
|
10.3
|
|
|
155.9
|
|
|
43.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
65.7
|
|
|
57.0
|
|
|
99.1
|
|
|
(155.9
|
)
|
|
65.9
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Net income (loss)
|
$
|
65.7
|
|
|
$
|
57.0
|
|
|
$
|
98.9
|
|
|
$
|
(155.9
|
)
|
|
$
|
65.7
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
641.1
|
|
|
$
|
(43.8
|
)
|
|
$
|
597.3
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
13.5
|
|
|
(0.2
|
)
|
|
13.3
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
43.3
|
|
|
—
|
|
|
43.3
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
30.7
|
|
|
—
|
|
|
30.7
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
728.6
|
|
|
(44.0
|
)
|
|
684.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
77.7
|
|
|
(44.0
|
)
|
|
33.7
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
92.0
|
|
|
—
|
|
|
92.0
|
|
|||||
Administrative and general
|
—
|
|
|
—
|
|
|
68.8
|
|
|
—
|
|
|
68.8
|
|
|||||
Other operating costs and expenses
|
0.1
|
|
|
—
|
|
|
258.0
|
|
|
—
|
|
|
258.1
|
|
|||||
Total operating costs and expenses
|
0.1
|
|
|
—
|
|
|
496.5
|
|
|
(44.0
|
)
|
|
452.6
|
|
|||||
Operating (loss) income
|
(0.1
|
)
|
|
—
|
|
|
232.1
|
|
|
—
|
|
|
232.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
—
|
|
|
65.4
|
|
|
24.7
|
|
|
—
|
|
|
90.1
|
|
|||||
Interest (income) expense - affiliates, net
|
(22.2
|
)
|
|
19.1
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||
Equity in earnings of subsidiaries
|
(120.9
|
)
|
|
(205.2
|
)
|
|
—
|
|
|
326.1
|
|
|
—
|
|
|||||
Miscellaneous other income, net
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||||
Total other (income) deductions
|
(143.1
|
)
|
|
(120.9
|
)
|
|
26.3
|
|
|
326.1
|
|
|
88.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
143.0
|
|
|
120.9
|
|
|
205.8
|
|
|
(326.1
|
)
|
|
143.6
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||||
Net income (loss)
|
$
|
143.0
|
|
|
$
|
120.9
|
|
|
$
|
205.2
|
|
|
$
|
(326.1
|
)
|
|
$
|
143.0
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
619.1
|
|
|
$
|
(43.4
|
)
|
|
$
|
575.7
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
9.5
|
|
|
(1.0
|
)
|
|
8.5
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
44.6
|
|
|
—
|
|
|
44.6
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
22.5
|
|
|
—
|
|
|
22.5
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
695.7
|
|
|
(44.4
|
)
|
|
651.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
76.3
|
|
|
(44.4
|
)
|
|
31.9
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
91.7
|
|
|
—
|
|
|
91.7
|
|
|||||
Administrative and general
|
0.1
|
|
|
—
|
|
|
70.1
|
|
|
—
|
|
|
70.2
|
|
|||||
Other operating costs and expenses
|
0.2
|
|
|
—
|
|
|
206.4
|
|
|
—
|
|
|
206.6
|
|
|||||
Total operating costs and expenses
|
0.3
|
|
|
—
|
|
|
444.5
|
|
|
(44.4
|
)
|
|
400.4
|
|
|||||
Operating (loss) income
|
(0.3
|
)
|
|
—
|
|
|
251.2
|
|
|
—
|
|
|
250.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
—
|
|
|
56.5
|
|
|
31.5
|
|
|
—
|
|
|
88.0
|
|
|||||
Interest (income) expense - affiliates, net
|
(17.9
|
)
|
|
23.5
|
|
|
(5.6
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Equity in earnings of subsidiaries
|
(149.3
|
)
|
|
(229.3
|
)
|
|
—
|
|
|
378.6
|
|
|
—
|
|
|||||
Miscellaneous other deductions
(income), net
|
0.2
|
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|
(4.0
|
)
|
|||||
Total other (income) deductions
|
(167.0
|
)
|
|
(149.3
|
)
|
|
21.5
|
|
|
378.6
|
|
|
83.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
166.7
|
|
|
149.3
|
|
|
229.7
|
|
|
(378.6
|
)
|
|
167.1
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
Net income (loss)
|
$
|
166.7
|
|
|
$
|
149.3
|
|
|
$
|
229.3
|
|
|
$
|
(378.6
|
)
|
|
$
|
166.7
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net income (loss)
|
$
|
23.7
|
|
|
$
|
12.3
|
|
|
$
|
54.6
|
|
|
$
|
(66.9
|
)
|
|
$
|
23.7
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reclassification adjustment transferred
to Net income from cash flow hedges
|
0.6
|
|
|
0.6
|
|
|
0.1
|
|
|
(0.7
|
)
|
|
0.6
|
|
|||||
Pension and other postretirement
benefit costs
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
|
(0.8
|
)
|
|
0.4
|
|
|||||
Total Comprehensive Income (Loss)
|
$
|
24.7
|
|
|
$
|
13.3
|
|
|
$
|
55.1
|
|
|
$
|
(68.4
|
)
|
|
$
|
24.7
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net income (loss)
|
$
|
65.7
|
|
|
$
|
57.0
|
|
|
$
|
98.9
|
|
|
$
|
(155.9
|
)
|
|
$
|
65.7
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reclassification adjustment transferred
to Net income from cash flow hedges
|
0.6
|
|
|
0.6
|
|
|
0.2
|
|
|
(0.8
|
)
|
|
0.6
|
|
|||||
Pension and other postretirement
benefit costs
|
1.1
|
|
|
1.1
|
|
|
1.1
|
|
|
(2.2
|
)
|
|
1.1
|
|
|||||
Total Comprehensive Income (Loss)
|
$
|
67.4
|
|
|
$
|
58.7
|
|
|
$
|
100.2
|
|
|
$
|
(158.9
|
)
|
|
$
|
67.4
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net income (loss)
|
$
|
143.0
|
|
|
$
|
120.9
|
|
|
$
|
205.2
|
|
|
$
|
(326.1
|
)
|
|
$
|
143.0
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loss on cash flow hedge
|
(1.5
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
1.5
|
|
|
(1.5
|
)
|
|||||
Reclassification adjustment transferred
to Net income from cash flow hedges
|
1.3
|
|
|
1.3
|
|
|
0.3
|
|
|
(1.6
|
)
|
|
1.3
|
|
|||||
Pension and other postretirement
benefit costs
|
0.7
|
|
|
0.7
|
|
|
0.7
|
|
|
(1.4
|
)
|
|
0.7
|
|
|||||
Total Comprehensive Income (Loss)
|
$
|
143.5
|
|
|
$
|
121.4
|
|
|
$
|
206.2
|
|
|
$
|
(327.6
|
)
|
|
$
|
143.5
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net income (loss)
|
$
|
166.7
|
|
|
$
|
149.3
|
|
|
$
|
229.3
|
|
|
$
|
(378.6
|
)
|
|
$
|
166.7
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reclassification adjustment transferred
to Net income from cash flow hedges
|
1.2
|
|
|
1.2
|
|
|
0.4
|
|
|
(1.6
|
)
|
|
1.2
|
|
|||||
Pension and other postretirement
benefit costs
|
1.7
|
|
|
1.7
|
|
|
1.7
|
|
|
(3.4
|
)
|
|
1.7
|
|
|||||
Total Comprehensive Income (Loss)
|
$
|
169.6
|
|
|
$
|
152.2
|
|
|
$
|
231.4
|
|
|
$
|
(383.6
|
)
|
|
$
|
169.6
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net cash provided by (used in)
operating activities
|
$
|
21.4
|
|
|
$
|
(79.3
|
)
|
|
$
|
405.8
|
|
|
$
|
—
|
|
|
$
|
347.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(302.8
|
)
|
|
—
|
|
|
(302.8
|
)
|
|||||
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
64.8
|
|
|
—
|
|
|
64.8
|
|
|||||
Advances to affiliates, net
|
29.7
|
|
|
(3.2
|
)
|
|
8.6
|
|
|
(35.1
|
)
|
|
—
|
|
|||||
Net cash provided by (used in)
investing activities
|
29.7
|
|
|
(3.2
|
)
|
|
(229.4
|
)
|
|
(35.1
|
)
|
|
(238.0
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from long-term debt, net of
issuance cost
|
—
|
|
|
494.0
|
|
|
—
|
|
|
—
|
|
|
494.0
|
|
|||||
Repayment of borrowings from long-term
debt
|
—
|
|
|
(300.0
|
)
|
|
—
|
|
|
—
|
|
|
(300.0
|
)
|
|||||
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
160.0
|
|
|
—
|
|
|
160.0
|
|
|||||
Repayment of borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
(340.0
|
)
|
|
—
|
|
|
(340.0
|
)
|
|||||
Principal payment of capital lease
obligation
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Advances from affiliates, net
|
0.1
|
|
|
(38.3
|
)
|
|
3.2
|
|
|
35.1
|
|
|
0.1
|
|
|||||
Distributions paid
|
(51.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.1
|
)
|
|||||
Net cash (used in) provided by
financing activities
|
(51.0
|
)
|
|
155.7
|
|
|
(177.0
|
)
|
|
35.1
|
|
|
(37.2
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase (decrease) in cash and cash
equivalents
|
0.1
|
|
|
73.2
|
|
|
(0.6
|
)
|
|
—
|
|
|
72.7
|
|
|||||
Cash and cash equivalents at
beginning of period
|
0.6
|
|
|
1.8
|
|
|
2.2
|
|
|
—
|
|
|
4.6
|
|
|||||
Cash and cash equivalents at
end of period
|
$
|
0.7
|
|
|
$
|
75.0
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
77.3
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net cash provided by (used in)
operating activities
|
$
|
17.8
|
|
|
$
|
(73.3
|
)
|
|
$
|
360.2
|
|
|
$
|
—
|
|
|
$
|
304.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(259.0
|
)
|
|
—
|
|
|
(259.0
|
)
|
|||||
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
Advances to affiliates, net
|
33.6
|
|
|
(6.5
|
)
|
|
270.1
|
|
|
(297.2
|
)
|
|
—
|
|
|||||
Net cash provided by (used in)
investing activities
|
33.6
|
|
|
(6.5
|
)
|
|
11.2
|
|
|
(297.2
|
)
|
|
(258.9
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from long-term debt, net of
issuance cost
|
—
|
|
|
539.1
|
|
|
—
|
|
|
—
|
|
|
539.1
|
|
|||||
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
255.0
|
|
|
—
|
|
|
255.0
|
|
|||||
Repayment of borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
(630.0
|
)
|
|
—
|
|
|
(630.0
|
)
|
|||||
Principal payment of capital lease
obligation
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Advances from affiliates, net
|
0.1
|
|
|
(303.7
|
)
|
|
6.5
|
|
|
297.2
|
|
|
0.1
|
|
|||||
Distributions paid
|
(51.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.1
|
)
|
|||||
Net cash (used in) provided by
financing activities
|
(51.0
|
)
|
|
235.4
|
|
|
(368.7
|
)
|
|
297.2
|
|
|
112.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase in cash and cash
equivalents
|
0.4
|
|
|
155.6
|
|
|
2.7
|
|
|
—
|
|
|
158.7
|
|
|||||
Cash and cash equivalents at
beginning of period
|
—
|
|
|
0.3
|
|
|
2.8
|
|
|
—
|
|
|
3.1
|
|
|||||
Cash and cash equivalents at
end of period
|
$
|
0.4
|
|
|
$
|
155.9
|
|
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
161.8
|
|
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
|
|
Sixth Supplemental Indenture dated as of January 12, 2017, 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).
|
*10.1
|
|
|
*31.1
|
|
|
*31.2
|
|
|
**32.1
|
|
|
**32.2
|
|
|
*101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
*101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
*101.DEF
|
|
XBRL Taxonomy Extension Definitions Document
|
*101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
*101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
* Filed herewith
|
||
** Furnished herewith
|
|
Boardwalk Pipeline Partners, LP
|
|
|
By: Boardwalk GP, LP
its general partner
|
|
|
By: Boardwalk GP, LLC
its general partner
|
|
July 31, 2017
|
By:
|
/s/ Jamie L. Buskill
|
|
|
Jamie L. Buskill
Senior Vice President, Chief Financial and Administrative Officer and Treasurer
|
Exhibit 10.1
|
|
Execution Version
|
By:
|
/s/ Jamie Buskill
|
Name:
|
Jamie Buskill
|
By:
|
/s/ Jamie Buskill
|
By:
|
/s/ Jamie Buskill
|
By:
|
/s/ Jamie Buskill
|
By:
|
/s/ Jamie Buskill
|
1)
|
I have reviewed this Quarterly Report on Form 10-Q 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:
|
July 31, 2017
|
/s/ Stanley C. Horton
|
|
|
Stanley C. Horton
|
|
|
President, Chief Executive Officer and Director
|
1)
|
I have reviewed this Quarterly Report on Form 10-Q 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:
|
July 31, 2017
|
/s/ Jamie L. Buskill
|
|
|
Jamie L. Buskill
|
|
|
Senior Vice President, Chief Financial and Administrative Officer and Treasurer
|