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: NONE
|
||
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
|
|
7,190
|
|
|
113.1
|
|
|
—
|
|
|
9.7
|
|
|
3.1
|
|
Texas Gas
|
|
5,975
|
|
|
84.3
|
|
|
—
|
|
|
5.7
|
|
|
2.8
|
|
Gulf Crossing
|
|
375
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
1.4
|
|
Louisiana Midstream
|
|
435
|
|
|
7.6
|
|
|
31.8
|
|
|
—
|
|
|
—
|
|
Texas Intrastate
|
|
255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
the Clean Air Act (CAA) and analogous state laws, which regulate air emission pollutants, greenhouse gas (GHG) emissions and 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 establish the extent to which waterways are subject to federal or state jurisdiction and serve to regulate the 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 hazardous substances for disposal;
|
•
|
the Resource Conservation and Recovery Act and analogous state laws, which impose requirements for the generation, storage, treatment, transportation and disposal of solid and hazardous wastes at or 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.
|
•
|
limit our ability to borrow money for our working capital, capital expenditures, debt service requirements or other partnership purposes;
|
•
|
increase our vulnerability to general adverse economic and industry conditions; and
|
•
|
limit our ability to respond to business opportunities, including growing our business through acquisitions.
|
•
|
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 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.
|
Total projected operating revenues under committed firm agreements as of December 31, 2017
|
|
$
|
8,870.0
|
|
Adjustments for:
|
|
|
||
Actual revenues recognized from firm agreements in 2018(1)
|
|
(1,087.5
|
)
|
|
Firm agreements entered into in 2018
|
|
1,350.0
|
|
|
Total projected operating revenues under committed firm agreements as of December 31, 2018
|
|
$
|
9,132.5
|
|
Rating agency
|
|
Rating
(Us/Operating
Subsidiaries)
|
|
Outlook
(Us/Operating
Subsidiaries)
|
Standard and Poor's
|
|
BBB-/BBB-
|
|
Stable/Stable
|
Moody's Investor Services
|
|
Baa3/Baa2
|
|
Stable/Stable
|
Fitch Ratings, Inc.
|
|
BBB-/BBB-
|
|
Stable/Stable
|
|
2018
|
|
2017
|
||||
Carrying amount of fixed-rate debt
|
$
|
3,120.9
|
|
|
$
|
3,302.5
|
|
Fair value of fixed-rate debt
|
$
|
3,134.6
|
|
|
$
|
3,504.4
|
|
100 basis point increase in interest rates and resulting debt decrease
|
$
|
130.9
|
|
|
$
|
167.5
|
|
100 basis point decrease in interest rates and resulting debt increase
|
$
|
140.5
|
|
|
$
|
179.9
|
|
Weighted-average interest rate
|
5.17
|
%
|
|
5.18
|
%
|
|
December 31,
|
||||||
ASSETS
|
2018
|
|
2017
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3.6
|
|
|
$
|
17.6
|
|
Receivables:
|
|
|
|
|
|
||
Trade, net
|
139.2
|
|
|
116.8
|
|
||
Other
|
14.5
|
|
|
16.6
|
|
||
Gas transportation receivables
|
8.8
|
|
|
4.6
|
|
||
Costs recoverable from customers
|
23.6
|
|
|
—
|
|
||
Prepayments
|
21.3
|
|
|
17.9
|
|
||
Other current assets
|
1.3
|
|
|
7.1
|
|
||
Total current assets
|
212.3
|
|
|
180.6
|
|
||
|
|
|
|
||||
Property, Plant and Equipment:
|
|
|
|
|
|
||
Natural gas transmission and other plant
|
11,175.4
|
|
|
10,467.1
|
|
||
Construction work in progress
|
150.2
|
|
|
416.5
|
|
||
Property, plant and equipment, gross
|
11,325.6
|
|
|
10,883.6
|
|
||
Less—accumulated depreciation and amortization
|
2,939.8
|
|
|
2,621.1
|
|
||
Property, plant and equipment, net
|
8,385.8
|
|
|
8,262.5
|
|
||
|
|
|
|
||||
Other Assets:
|
|
|
|
|
|
||
Goodwill
|
237.4
|
|
|
237.4
|
|
||
Gas stored underground
|
68.6
|
|
|
86.3
|
|
||
Other
|
144.6
|
|
|
139.8
|
|
||
Total other assets
|
450.6
|
|
|
463.5
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
9,048.7
|
|
|
$
|
8,906.6
|
|
|
December 31,
|
||||||
LIABILITIES AND PARTNERS' CAPITAL
|
2018
|
|
2017
|
||||
Current Liabilities:
|
|
|
|
||||
Payables:
|
|
|
|
||||
Trade
|
$
|
61.2
|
|
|
$
|
76.0
|
|
Affiliates
|
0.5
|
|
|
1.5
|
|
||
Other
|
9.9
|
|
|
11.9
|
|
||
Gas payables
|
8.2
|
|
|
5.7
|
|
||
Accrued taxes, other
|
58.6
|
|
|
57.1
|
|
||
Accrued interest
|
38.1
|
|
|
37.9
|
|
||
Accrued payroll and employee benefits
|
34.0
|
|
|
33.7
|
|
||
Construction retainage
|
20.4
|
|
|
32.4
|
|
||
Deferred income
|
0.5
|
|
|
1.9
|
|
||
Other current liabilities
|
26.0
|
|
|
22.3
|
|
||
Total current liabilities
|
257.4
|
|
|
280.4
|
|
||
|
|
|
|
||||
Long–term debt and capital lease obligation
|
3,701.3
|
|
|
3,686.8
|
|
||
|
|
|
|
||||
Other Liabilities and Deferred Credits:
|
|
|
|
|
|
||
Pension liability
|
24.8
|
|
|
21.8
|
|
||
Asset retirement obligation
|
56.4
|
|
|
46.0
|
|
||
Provision for other asset retirement
|
68.5
|
|
|
65.8
|
|
||
Payable to affiliate
|
—
|
|
|
16.0
|
|
||
Other
|
78.4
|
|
|
65.0
|
|
||
Total other liabilities and deferred credits
|
228.1
|
|
|
214.6
|
|
||
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Partners’ Capital:
|
|
|
|
|
|
||
Common units – 250.3 million units issued and outstanding December 31, 2017
|
—
|
|
|
4,713.1
|
|
||
General partner
|
—
|
|
|
92.7
|
|
||
Partners' capital
|
4,947.1
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(85.2
|
)
|
|
(81.0
|
)
|
||
Total partners’ capital
|
4,861.9
|
|
|
4,724.8
|
|
||
Total Liabilities and Partners' Capital
|
$
|
9,048.7
|
|
|
$
|
8,906.6
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Revenues:
|
|
|
|
|
|
||||||
Transportation
|
$
|
1,083.6
|
|
|
$
|
1,156.2
|
|
|
$
|
1,120.3
|
|
Storage, parking and lending
|
90.4
|
|
|
101.7
|
|
|
109.6
|
|
|||
Other
|
49.7
|
|
|
64.7
|
|
|
77.3
|
|
|||
Total operating revenues
|
1,223.7
|
|
|
1,322.6
|
|
|
1,307.2
|
|
|||
|
|
|
|
|
|
||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|||
Fuel and transportation
|
19.0
|
|
|
54.8
|
|
|
70.8
|
|
|||
Operation and maintenance
|
205.6
|
|
|
204.2
|
|
|
199.9
|
|
|||
Administrative and general
|
136.3
|
|
|
129.0
|
|
|
143.3
|
|
|||
Depreciation and amortization
|
344.7
|
|
|
322.8
|
|
|
317.8
|
|
|||
(Gain) loss on sale of assets and impairments
|
(0.2
|
)
|
|
49.0
|
|
|
3.7
|
|
|||
Taxes other than income taxes
|
103.8
|
|
|
98.8
|
|
|
95.3
|
|
|||
Total operating costs and expenses
|
809.2
|
|
|
858.6
|
|
|
830.8
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
414.5
|
|
|
464.0
|
|
|
476.4
|
|
|||
|
|
|
|
|
|
||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
175.7
|
|
|
171.0
|
|
|
182.8
|
|
|||
Interest income
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||
Miscellaneous other income, net
|
(2.0
|
)
|
|
(4.6
|
)
|
|
(8.8
|
)
|
|||
Total other deductions
|
173.6
|
|
|
166.0
|
|
|
173.6
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
240.9
|
|
|
298.0
|
|
|
302.8
|
|
|||
|
|
|
|
|
|
||||||
Income taxes
|
0.6
|
|
|
1.0
|
|
|
0.6
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
240.3
|
|
|
$
|
297.0
|
|
|
$
|
302.2
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
240.3
|
|
|
$
|
297.0
|
|
|
$
|
302.2
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Loss on cash flow hedge
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|||
Reclassification adjustment transferred to Net income from cash flow hedges
|
1.2
|
|
|
2.5
|
|
|
2.4
|
|
|||
Pension and other postretirement benefit costs, net of tax
|
(5.4
|
)
|
|
(1.9
|
)
|
|
1.8
|
|
|||
Total Comprehensive Income
|
$
|
236.1
|
|
|
$
|
296.1
|
|
|
$
|
306.4
|
|
|
For the Year Ended
December 31, |
||||||||||
OPERATING ACTIVITIES:
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
240.3
|
|
|
$
|
297.0
|
|
|
$
|
302.2
|
|
Adjustments to reconcile net income to cash provided by operations:
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
344.7
|
|
|
322.8
|
|
|
317.8
|
|
|||
Amortization of deferred costs and other
|
8.9
|
|
|
8.1
|
|
|
2.1
|
|
|||
(Gain) loss on sale of assets and impairments
|
(0.2
|
)
|
|
49.0
|
|
|
3.7
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|||||
Trade and other receivables
|
(20.4
|
)
|
|
6.1
|
|
|
(10.4
|
)
|
|||
Gas receivables and storage assets
|
12.6
|
|
|
5.6
|
|
|
10.9
|
|
|||
Costs recoverable from customers
|
(23.6
|
)
|
|
3.8
|
|
|
—
|
|
|||
Other assets
|
(1.1
|
)
|
|
(3.8
|
)
|
|
0.8
|
|
|||
Trade and other payables
|
(0.2
|
)
|
|
(14.0
|
)
|
|
(20.0
|
)
|
|||
Other payables, affiliates
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Gas payables
|
1.2
|
|
|
(5.8
|
)
|
|
5.3
|
|
|||
Accrued liabilities
|
6.0
|
|
|
(4.1
|
)
|
|
9.9
|
|
|||
Other liabilities
|
(2.6
|
)
|
|
(27.7
|
)
|
|
(21.4
|
)
|
|||
Net cash provided by operating activities
|
565.6
|
|
|
637.0
|
|
|
600.8
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(486.7
|
)
|
|
(708.4
|
)
|
|
(590.4
|
)
|
|||
Proceeds from sale of operating assets
|
1.0
|
|
|
63.8
|
|
|
0.2
|
|
|||
Advances to affiliates
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(485.8
|
)
|
|
(644.6
|
)
|
|
(590.2
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term debt, net of issuance cost
|
—
|
|
|
494.0
|
|
|
539.1
|
|
|||
Repayment of borrowings from long-term debt
|
(185.0
|
)
|
|
(575.0
|
)
|
|
(250.0
|
)
|
|||
Proceeds from borrowings on revolving credit agreement
|
640.0
|
|
|
765.0
|
|
|
490.0
|
|
|||
Repayment of borrowings on revolving credit agreement,
including financing fees
|
(445.0
|
)
|
|
(560.8
|
)
|
|
(685.8
|
)
|
|||
Principal payment of capital lease obligation
|
(0.6
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|||
Advances from affiliates
|
(1.0
|
)
|
|
0.1
|
|
|
0.3
|
|
|||
Distributions paid
|
(102.2
|
)
|
|
(102.2
|
)
|
|
(102.2
|
)
|
|||
Net cash (used in) provided by financing activities
|
(93.8
|
)
|
|
20.6
|
|
|
(9.1
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(14.0
|
)
|
|
13.0
|
|
|
1.5
|
|
|||
Cash and cash equivalents at beginning of period
|
17.6
|
|
|
4.6
|
|
|
3.1
|
|
|||
Cash and cash equivalents at end of period
|
$
|
3.6
|
|
|
$
|
17.6
|
|
|
$
|
4.6
|
|
|
Common
Units
|
|
General
Partner
|
|
Partners'
Capital
|
|
Accumulated Other Comp
(Loss) Income
|
|
Total Partners' Capital
|
||||||||||
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
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
291.1
|
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
297.0
|
|
|||||
Distributions paid
|
(100.2
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(102.2
|
)
|
|||||
Other comprehensive loss,
net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|||||
Balance December 31, 2017
|
$
|
4,713.1
|
|
|
$
|
92.7
|
|
|
$
|
—
|
|
|
$
|
(81.0
|
)
|
|
$
|
4,724.8
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cumulative effect adjustment from the implementation of ASC 606
|
(12.6
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
|||||
Adjustment related to registration rights agreement
|
16.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|||||
Net income
|
136.6
|
|
|
2.8
|
|
|
100.9
|
|
|
—
|
|
|
240.3
|
|
|||||
Distributions paid
|
(50.1
|
)
|
|
(1.0
|
)
|
|
(51.1
|
)
|
|
—
|
|
|
(102.2
|
)
|
|||||
Other comprehensive income,
net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|
(4.2
|
)
|
|||||
General Partner purchase of common units and conversion
to partnership interests
|
(4,803.0
|
)
|
|
(94.3
|
)
|
|
4,897.3
|
|
|
—
|
|
|
—
|
|
|||||
Balance December 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,947.1
|
|
|
$
|
(85.2
|
)
|
|
$
|
4,861.9
|
|
|
|
As Reported
December 31, 2018 |
|
Adjustments
|
|
Balance as if ASC 605 was in effect
|
||||||
Consolidated Balance Sheet:
|
|
|
|
|
|
|
||||||
Other current assets (gas stored underground)
|
|
$
|
1.1
|
|
|
$
|
3.2
|
|
|
$
|
4.3
|
|
Gas stored underground
|
|
68.6
|
|
|
1.0
|
|
|
69.6
|
|
|||
Other assets
|
|
144.6
|
|
|
(0.2
|
)
|
|
144.4
|
|
|||
Other liabilities
|
|
78.4
|
|
|
(8.6
|
)
|
|
69.8
|
|
|||
Partners' Capital
|
|
4,861.9
|
|
|
12.5
|
|
|
4,874.4
|
|
|
|
As Reported
For the Year Ended December 31, 2018 |
|
Adjustments
|
|
Balance as if ASC 605 was in effect
|
||||||
Consolidated Income Statement:
|
|
|
|
|
|
|
||||||
Transportation
|
|
$
|
1,083.6
|
|
|
$
|
24.8
|
|
|
$
|
1,108.4
|
|
Storage, parking and lending
|
|
90.4
|
|
|
0.5
|
|
|
90.9
|
|
|||
Other
|
|
49.7
|
|
|
(4.3
|
)
|
|
45.4
|
|
|||
Total operating revenues
|
|
1,223.7
|
|
|
21.0
|
|
|
1,244.7
|
|
|||
Fuel and transportation expense
|
|
19.0
|
|
|
21.3
|
|
|
40.3
|
|
|||
Operating income
|
|
414.5
|
|
|
(0.3
|
)
|
|
414.2
|
|
|||
Net income
|
|
240.3
|
|
|
(0.3
|
)
|
|
240.0
|
|
|
For the Year Ended
December 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Capitalized interest and allowance for borrowed funds used during construction
|
$
|
8.5
|
|
|
$
|
19.2
|
|
|
$
|
7.4
|
|
Allowance for equity funds used during construction
|
0.5
|
|
|
1.9
|
|
|
7.9
|
|
|
For the
Year Ended December 31, 2018 |
||
Revenues from Contracts with Customers
|
|
||
Firm Service (1)
|
$
|
1,161.7
|
|
Interruptible Service
|
32.2
|
|
|
Other revenues
|
11.6
|
|
|
Total revenues from contracts with customers
|
1,205.5
|
|
|
|
|
||
Other operating revenues(2)
|
18.2
|
|
|
Total Operating Revenues
|
$
|
1,223.7
|
|
|
|
Contract Liabilities
|
||
Balance as of December 31, 2017
|
|
$
|
1.9
|
|
Cumulative effect adjustment from the implementation of
ASC 606
|
|
6.4
|
|
|
Revenues recognized that were included in the contract liability
balance at the beginning of the period
|
|
(3.2
|
)
|
|
Increases due to cash received, excluding amounts recognized as
revenues during the period
|
|
4.1
|
|
|
Balance as of December 31, 2018
|
|
$
|
9.2
|
|
|
|
As of December 31, 2018 (in millions)
|
||||||||||||||
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Estimated revenues from contracts with customers
from unsatisfied performance obligations as of
December 31, 2018
|
|
$
|
1,065.5
|
|
|
$
|
920.0
|
|
|
$
|
6,898.5
|
|
|
$
|
8,884.0
|
|
Operating revenues which are fixed and
determinable (operating leases)
|
|
18.5
|
|
|
20.0
|
|
|
210.0
|
|
|
248.5
|
|
||||
Total projected operating revenues under committed
firm agreements
|
|
$
|
1,084.0
|
|
|
$
|
940.0
|
|
|
$
|
7,108.5
|
|
|
$
|
9,132.5
|
|
2019
|
$
|
4.8
|
|
2020
|
4.7
|
|
|
2021
|
4.6
|
|
|
2022
|
4.5
|
|
|
2023
|
4.1
|
|
|
Thereafter
|
1.9
|
|
|
Total
|
$
|
24.6
|
|
2019
|
$
|
5.5
|
|
2020
|
3.0
|
|
|
2021
|
1.7
|
|
|
2022
|
1.3
|
|
|
2023
|
—
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
11.5
|
|
As of December 31, 2018
|
|
|
|
Estimated Fair Value
|
||||||||||||||||
Financial Assets
|
|
Carrying Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Cash and cash equivalents
|
|
$
|
3.6
|
|
|
$
|
3.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
|
$
|
3,700.9
|
|
(1)
|
$
|
—
|
|
|
$
|
3,714.6
|
|
|
$
|
—
|
|
|
$
|
3,714.6
|
|
As of December 31, 2017
|
|
|
|
Estimated Fair Value
|
||||||||||||||||
Financial Assets
|
|
Carrying Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Cash and cash equivalents
|
|
$
|
17.6
|
|
|
$
|
17.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Long-term debt
|
|
$
|
3,687.5
|
|
(1)
|
$
|
—
|
|
|
$
|
3,889.4
|
|
|
$
|
—
|
|
|
$
|
3,889.4
|
|
Category
|
|
2018
Amount |
|
Weighted-Average
Useful Lives
(Years)
|
|
2017
Amount |
|
Weighted-Average
Useful Lives
(Years)
|
||||
Depreciable plant:
|
|
|
|
|
|
|
|
|
||||
Transmission
|
|
$
|
9,719.3
|
|
|
37
|
|
$
|
9,115.4
|
|
|
38
|
Storage
|
|
818.0
|
|
|
38
|
|
776.7
|
|
|
38
|
||
Gathering
|
|
109.9
|
|
|
23
|
|
109.2
|
|
|
23
|
||
General
|
|
212.4
|
|
|
14
|
|
196.7
|
|
|
13
|
||
Rights of way and other
|
|
146.1
|
|
|
35
|
|
127.6
|
|
|
36
|
||
Total utility depreciable plant
|
|
11,005.7
|
|
|
37
|
|
10,325.6
|
|
|
37
|
||
|
|
|
|
|
|
|
|
|
||||
Non-depreciable:
|
|
|
|
|
|
|
|
|
|
|
||
Construction work in progress
|
|
150.2
|
|
|
|
|
416.5
|
|
|
|
||
Storage
|
|
126.7
|
|
|
|
|
105.5
|
|
|
|
||
Land
|
|
43.0
|
|
|
|
|
36.0
|
|
|
|
||
Total non-depreciable assets
|
|
319.9
|
|
|
|
|
558.0
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||
Total PPE
|
|
11,325.6
|
|
|
|
|
10,883.6
|
|
|
|
||
Less: accumulated depreciation
|
|
2,939.8
|
|
|
|
|
2,621.1
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||
Total PPE, net
|
|
$
|
8,385.8
|
|
|
|
|
$
|
8,262.5
|
|
|
|
|
2018
|
|
2017
|
||||||||||||
|
Gross PPE
Investment
|
|
Accumulated Depreciation
|
|
Gross PPE
Investment
|
|
Accumulated Depreciation
|
||||||||
Bistineau storage
|
$
|
84.5
|
|
|
$
|
26.6
|
|
|
$
|
75.5
|
|
|
$
|
24.0
|
|
Mobile Bay Pipeline
|
14.0
|
|
|
6.3
|
|
|
13.2
|
|
|
5.8
|
|
||||
NGL pipelines and facilities
|
34.8
|
|
|
6.2
|
|
|
34.8
|
|
|
5.2
|
|
||||
Offshore and other assets
|
14.6
|
|
|
11.4
|
|
|
16.2
|
|
|
12.7
|
|
||||
Total
|
$
|
147.9
|
|
|
$
|
50.5
|
|
|
$
|
139.7
|
|
|
$
|
47.7
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Gross carrying amount
|
$
|
59.4
|
|
|
$
|
59.4
|
|
Accumulated amortization
|
(11.5
|
)
|
|
(9.5
|
)
|
||
Net carrying amount
|
$
|
47.9
|
|
|
$
|
49.9
|
|
|
|
|
|
2019
|
$
|
2.0
|
|
2020
|
1.9
|
|
|
2021
|
1.9
|
|
|
2022
|
1.9
|
|
|
2023
|
1.9
|
|
|
Thereafter
|
38.3
|
|
|
Total
|
$
|
47.9
|
|
|
2018
|
|
2017
|
||||
Balance at beginning of year
|
$
|
55.1
|
|
|
$
|
51.9
|
|
Liabilities recorded
|
10.3
|
|
|
5.3
|
|
||
Liabilities settled
|
(5.0
|
)
|
|
(3.7
|
)
|
||
Accretion expense
|
1.9
|
|
|
1.6
|
|
||
Balance at end of year
|
62.3
|
|
|
55.1
|
|
||
Less: Current portion of ARO
|
(5.9
|
)
|
|
(9.1
|
)
|
||
Long-term ARO
|
$
|
56.4
|
|
|
$
|
46.0
|
|
|
2018
|
|
2017
|
||||
Regulatory Assets:
|
|
|
|
||||
Pension
|
$
|
10.6
|
|
|
$
|
10.6
|
|
Tax effect of AFUDC equity
|
1.0
|
|
|
2.3
|
|
||
Fuel tracker
|
23.6
|
|
|
—
|
|
||
Total regulatory assets
|
$
|
35.2
|
|
|
$
|
12.9
|
|
Regulatory Liabilities:
|
|
|
|
||||
Cashout and fuel tracker
|
$
|
8.0
|
|
|
$
|
0.4
|
|
Provision for other asset retirement
|
68.5
|
|
|
65.8
|
|
||
Unamortized debt expense and premium on reacquired debt
|
(4.3
|
)
|
|
(5.6
|
)
|
||
Unamortized discount on long-term debt
|
(0.6
|
)
|
|
(0.8
|
)
|
||
Postretirement benefits other than pension
|
51.6
|
|
|
48.9
|
|
||
Total regulatory liabilities
|
$
|
123.2
|
|
|
$
|
108.7
|
|
|
2018
|
|
2017
|
||||
Notes and Debentures:
|
|
|
|
||||
Boardwalk Pipelines
|
|
|
|
||||
5.20% Notes due 2018
|
$
|
—
|
|
|
$
|
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
|
|
|
550.0
|
|
||
4.45% Notes due 2027
|
500.0
|
|
|
500.0
|
|
||
|
|
|
|
||||
Gulf South
|
|
|
|
|
|
||
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
|
3,140.0
|
|
|
3,325.0
|
|
||
|
|
|
|
||||
Revolving Credit Facility:
|
|
|
|
|
|
||
Gulf Crossing
|
285.0
|
|
|
285.0
|
|
||
Gulf South
|
295.0
|
|
|
100.0
|
|
||
Total revolving credit facility
|
580.0
|
|
|
385.0
|
|
||
|
|
|
|
||||
Capital lease obligation
|
7.5
|
|
|
8.1
|
|
||
|
3,727.5
|
|
|
3,718.1
|
|
||
Less:
|
|
|
|
||||
Unamortized debt discount
|
(19.1
|
)
|
|
(22.5
|
)
|
||
Unamortized debt issuance costs
|
(7.1
|
)
|
|
(8.8
|
)
|
||
Total Long-Term Debt and Capital Lease Obligation
|
$
|
3,701.3
|
|
|
$
|
3,686.8
|
|
2019
|
$
|
350.0
|
|
2020
|
—
|
|
|
2021
|
440.0
|
|
|
2022
|
880.0
|
|
|
2023
|
300.0
|
|
|
Thereafter
|
1,750.0
|
|
|
Total long-term debt
|
$
|
3,720.0
|
|
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
|
(1)
|
The net proceeds of this offering were used to retire the outstanding $275.0 million aggregate principal amount of Gulf South's 6.30% notes due 2017 at maturity and to fund growth capital expenditures.
|
(2)
|
The net proceeds of this offering were used to retire the outstanding $250.0 million aggregate principal amount of the Boardwalk Pipelines 5.875% notes due 2016 and the outstanding $300.0 million aggregate principal amount of the Boardwalk Pipelines 5.50% notes due 2017 at their maturity.
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||
|
For the Year Ended
December 31, |
|
For the Year Ended
December 31, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of period
|
$
|
140.7
|
|
|
$
|
137.7
|
|
|
$
|
41.4
|
|
|
$
|
42.1
|
|
Service cost
|
3.3
|
|
|
3.5
|
|
|
0.1
|
|
|
0.1
|
|
||||
Interest cost
|
4.5
|
|
|
4.4
|
|
|
1.5
|
|
|
1.6
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
||||
Actuarial (gain) loss
|
(4.6
|
)
|
|
5.0
|
|
|
(4.0
|
)
|
|
0.2
|
|
||||
Benefits paid
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(4.4
|
)
|
|
(3.6
|
)
|
||||
Settlement
|
(18.4
|
)
|
|
(9.5
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of period
|
$
|
125.1
|
|
|
$
|
140.7
|
|
|
$
|
35.6
|
|
|
$
|
41.4
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of period
|
$
|
118.9
|
|
|
$
|
115.7
|
|
|
$
|
88.2
|
|
|
$
|
85.9
|
|
Actual return on plan assets
|
(3.6
|
)
|
|
10.1
|
|
|
—
|
|
|
4.9
|
|
||||
Benefits paid
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(4.4
|
)
|
|
(3.7
|
)
|
||||
Settlement
|
(18.4
|
)
|
|
(9.5
|
)
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
3.8
|
|
|
3.0
|
|
|
0.2
|
|
|
0.1
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
||||
Fair value of plan assets at end of period
|
$
|
100.3
|
|
|
$
|
118.9
|
|
|
$
|
85.0
|
|
|
$
|
88.2
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status
|
$
|
(24.8
|
)
|
|
$
|
(21.8
|
)
|
|
$
|
49.4
|
|
|
$
|
46.8
|
|
|
|
|
|
|
|
|
|
||||||||
Items not recognized as components of net periodic cost:
|
|
|
|
|
|
|
|
|
|
||||||
Net actuarial loss
|
$
|
25.8
|
|
|
$
|
23.7
|
|
|
$
|
4.4
|
|
|
$
|
3.8
|
|
|
Retirement Plans
|
||||||
|
For the Year Ended
December 31, |
||||||
|
2018
|
|
2017
|
||||
Projected benefit obligation
|
$
|
125.1
|
|
|
$
|
140.7
|
|
Accumulated benefit obligation
|
117.3
|
|
|
130.3
|
|
||
Fair value of plan assets
|
100.3
|
|
|
118.9
|
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||||||||||
|
For the Year Ended
December 31, |
|
For the Year Ended
December 31, |
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
3.3
|
|
|
$
|
3.5
|
|
|
$
|
3.6
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
Interest cost
|
4.5
|
|
|
4.4
|
|
|
4.4
|
|
|
1.5
|
|
|
1.6
|
|
|
2.0
|
|
||||||
Expected return on plan assets
|
(7.5
|
)
|
|
(7.8
|
)
|
|
(7.9
|
)
|
|
(4.6
|
)
|
|
(4.4
|
)
|
|
(4.6
|
)
|
||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
||||||
Amortization of unrecognized net loss
|
1.4
|
|
|
2.0
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement charge
|
3.0
|
|
|
1.7
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
4.7
|
|
|
$
|
3.8
|
|
|
$
|
6.0
|
|
|
$
|
(3.0
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(3.2
|
)
|
|
Retirement Plans
|
|
PBOP
|
||||
2019
|
$
|
21.2
|
|
|
$
|
2.5
|
|
2020
|
13.0
|
|
|
2.6
|
|
||
2021
|
12.2
|
|
|
2.7
|
|
||
2022
|
13.4
|
|
|
2.5
|
|
||
2023
|
12.5
|
|
|
2.5
|
|
||
2024-2028
|
54.0
|
|
|
11.2
|
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||||
|
For the Year Ended
December 31, |
|
For the Year Ended
December 31, |
||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||
|
Pension
|
|
SRP
|
|
Pension
|
|
SRP
|
|
|
|
|
||||||
Discount rate
|
4.00
|
%
|
|
4.10
|
%
|
|
3.25
|
%
|
|
3.40
|
%
|
|
4.30
|
%
|
|
3.70
|
%
|
Expected return on plan assets
|
7.00
|
%
|
|
7.00
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
5.30
|
%
|
|
5.30
|
%
|
Rate of compensation increase
|
3.86
|
%
|
|
3.86
|
%
|
|
3.86
|
%
|
|
3.86
|
%
|
|
—
|
|
|
—
|
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||||||||||
|
For the Year Ended
December 31, |
|
For the Year Ended
December 31, |
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
Pension
|
|
SRP
|
|
Pension
|
|
SRP
|
|
Pension
|
|
SRP
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
(1)
|
|
3.40
|
%
|
|
(1)
|
|
3.85
|
%
|
|
(1)
|
|
4.00
|
%
|
|
3.70
|
%
|
|
4.20
|
%
|
|
4.25
|
%
|
Expected return on plan assets
|
7.25%
|
|
7.25
|
%
|
|
7.25%
|
|
7.25
|
%
|
|
7.25%
|
|
7.25
|
%
|
|
5.30
|
%
|
|
5.30
|
%
|
|
5.30
|
%
|
Rate of compensation increase
|
3.86%
|
|
3.86
|
%
|
|
3.86%
|
|
3.86
|
%
|
|
3.50%
|
|
3.50
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Pension expense was remeasured quarterly in 2018, 2017 and 2016. The quarterly remeasurements for each quarter in 2018, 2017 and 2016 were as follows: Quarter 1: 3.75%, 3.45% and 3.45%; Quarter 2: 3.85%, 3.30% and 3.00%; Quarter 3: 3.95%, 3.20% and 2.85%; and Quarter 4: 4.00%, 3.25% and 3.60%.
|
|
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
|
$
|
34.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34.1
|
|
|
$
|
—
|
|
|
$
|
34.1
|
|
Short-term investments
|
8.8
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|
—
|
|
|
8.8
|
|
||||||
Fixed income mutual funds
|
90.3
|
|
|
—
|
|
|
—
|
|
|
90.3
|
|
|
—
|
|
|
90.3
|
|
||||||
Total assets measured at fair
value
|
133.2
|
|
|
—
|
|
|
—
|
|
|
133.2
|
|
|
—
|
|
|
133.2
|
|
||||||
Total limited partnerships
measured at net asset value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74.8
|
|
|
74.8
|
|
||||||
Total
|
$
|
133.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133.2
|
|
|
$
|
74.8
|
|
|
$
|
208.0
|
|
|
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
|
$
|
44.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44.0
|
|
|
$
|
—
|
|
|
$
|
44.0
|
|
Short-term investments
|
6.2
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
||||||
Fixed income mutual funds
|
96.2
|
|
|
—
|
|
|
—
|
|
|
96.2
|
|
|
—
|
|
|
96.2
|
|
||||||
Asset-backed securities
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
||||||
Total assets measured at fair
value |
146.4
|
|
|
1.5
|
|
|
—
|
|
|
147.9
|
|
|
—
|
|
|
147.9
|
|
||||||
Total limited partnerships
measured at net asset value |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86.3
|
|
|
86.3
|
|
||||||
Total
|
$
|
146.4
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
147.9
|
|
|
$
|
86.3
|
|
|
$
|
234.2
|
|
|
PBOP Trust Assets
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Short-term investments
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.0
|
|
Fixed income mutual funds
|
15.8
|
|
|
—
|
|
|
—
|
|
|
15.8
|
|
||||
Asset-backed securities
|
—
|
|
|
11.1
|
|
|
—
|
|
|
11.1
|
|
||||
Corporate bonds
|
—
|
|
|
23.6
|
|
|
—
|
|
|
23.6
|
|
||||
Tax exempt securities
|
—
|
|
|
30.5
|
|
|
—
|
|
|
30.5
|
|
||||
Total investments
|
$
|
19.8
|
|
|
$
|
65.2
|
|
|
$
|
—
|
|
|
$
|
85.0
|
|
|
PBOP Trust Assets
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Short-term investments
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
Fixed income mutual funds
|
13.9
|
|
|
—
|
|
|
—
|
|
|
13.9
|
|
||||
Asset-backed securities
|
—
|
|
|
11.5
|
|
|
—
|
|
|
11.5
|
|
||||
Corporate bonds
|
—
|
|
|
18.1
|
|
|
—
|
|
|
18.1
|
|
||||
Tax exempt securities
|
—
|
|
|
42.5
|
|
|
—
|
|
|
42.5
|
|
||||
Total investments
|
$
|
16.1
|
|
|
$
|
72.1
|
|
|
$
|
—
|
|
|
$
|
88.2
|
|
|
Phantom Common Units
|
|
Total Fair Value
(in millions)
|
|
Weighted-Average Vesting Period
(in years)
|
||||
Outstanding at January 1, 2017 (1)
|
1,257,625
|
|
|
$
|
22.5
|
|
|
1.2
|
|
Granted
|
487,142
|
|
|
8.1
|
|
|
2.3
|
|
|
Paid
|
(735,231
|
)
|
|
(11.2
|
)
|
|
—
|
|
|
Forfeited
|
(36,641
|
)
|
|
—
|
|
|
—
|
|
|
Outstanding at December 31, 2017 (1)
|
972,895
|
|
|
13.1
|
|
|
1.0
|
|
|
Granted
|
651,531
|
|
|
8.6
|
|
|
2.3
|
|
|
Paid
|
(677,169
|
)
|
|
(8.9
|
)
|
|
—
|
|
|
Forfeited
|
(57,555
|
)
|
|
—
|
|
|
—
|
|
|
Outstanding at December 31, 2018 (1)
|
889,702
|
|
|
$
|
11.2
|
|
|
1.2
|
|
(1)
|
Represents fair value and remaining weighted-average vesting period of outstanding awards at the end of the period.
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current expense:
|
|
|
|
|
|
||||||
State
|
$
|
0.4
|
|
|
$
|
0.7
|
|
|
$
|
0.4
|
|
Total
|
0.4
|
|
|
0.7
|
|
|
0.4
|
|
|||
Deferred provision:
|
|
|
|
|
|
|
|
|
|||
State
|
0.2
|
|
|
0.3
|
|
|
0.2
|
|
|||
Total
|
0.2
|
|
|
0.3
|
|
|
0.2
|
|
|||
Income taxes
|
$
|
0.6
|
|
|
$
|
1.0
|
|
|
$
|
0.6
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest (net of amount capitalized)
|
$
|
166.0
|
|
|
$
|
163.7
|
|
|
$
|
170.6
|
|
Income taxes, net
|
0.8
|
|
|
0.5
|
|
|
0.7
|
|
|||
Non-cash adjustments:
|
|
|
|
|
|
|
|
|
|||
Accounts payable and PPE
|
39.3
|
|
|
58.8
|
|
|
93.4
|
|
|
2018
|
||||||||||||||
|
For the Quarter Ended:
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Operating revenues
|
$
|
325.1
|
|
|
$
|
277.9
|
|
|
$
|
285.3
|
|
|
$
|
335.4
|
|
Operating expenses
|
217.8
|
|
|
197.1
|
|
|
199.6
|
|
|
194.7
|
|
||||
Operating income
|
107.3
|
|
|
80.8
|
|
|
85.7
|
|
|
140.7
|
|
||||
Interest expense, net
|
44.8
|
|
|
43.5
|
|
|
43.2
|
|
|
44.1
|
|
||||
Other (income) expense
|
(0.7
|
)
|
|
(0.7
|
)
|
|
0.2
|
|
|
(0.8
|
)
|
||||
Income before income taxes
|
63.2
|
|
|
38.0
|
|
|
42.3
|
|
|
97.4
|
|
||||
Income taxes
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
||||
Net income
|
$
|
63.0
|
|
|
$
|
37.9
|
|
|
$
|
42.2
|
|
|
$
|
97.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
||||||||||||||
|
For the Quarter Ended:
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Operating revenues
|
$
|
337.5
|
|
|
$
|
300.5
|
|
|
$
|
317.6
|
|
|
$
|
367.0
|
|
Operating expenses
|
214.5
|
|
|
190.5
|
|
|
250.9
|
|
|
202.7
|
|
||||
Operating income
|
123.0
|
|
|
110.0
|
|
|
66.7
|
|
|
164.3
|
|
||||
Interest expense, net
|
39.8
|
|
|
41.0
|
|
|
43.7
|
|
|
46.1
|
|
||||
Other income
|
(1.1
|
)
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|
(1.3
|
)
|
||||
Income before income taxes
|
84.3
|
|
|
70.1
|
|
|
24.1
|
|
|
119.5
|
|
||||
Income taxes
|
0.1
|
|
|
0.3
|
|
|
0.4
|
|
|
0.2
|
|
||||
Net income
|
$
|
84.2
|
|
|
$
|
69.8
|
|
|
$
|
23.7
|
|
|
$
|
119.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Cash and cash equivalents
|
|
$
|
0.3
|
|
|
$
|
1.6
|
|
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
3.6
|
|
Receivables
|
|
—
|
|
|
—
|
|
|
153.7
|
|
|
—
|
|
|
153.7
|
|
|||||
Receivables - affiliate
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|
(9.5
|
)
|
|
—
|
|
|||||
Costs recoverable from customers
|
|
—
|
|
|
—
|
|
|
23.6
|
|
|
—
|
|
|
23.6
|
|
|||||
Prepayments
|
|
0.3
|
|
|
—
|
|
|
21.0
|
|
|
—
|
|
|
21.3
|
|
|||||
Advances to affiliates
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
(2.0
|
)
|
|
—
|
|
|||||
Other current assets
|
|
—
|
|
|
—
|
|
|
14.3
|
|
|
(4.2
|
)
|
|
10.1
|
|
|||||
Total current assets
|
|
0.6
|
|
|
1.6
|
|
|
225.8
|
|
|
(15.7
|
)
|
|
212.3
|
|
|||||
Investment in consolidated subsidiaries
|
|
2,828.1
|
|
|
7,136.6
|
|
|
—
|
|
|
(9,964.7
|
)
|
|
—
|
|
|||||
Property, plant and equipment, gross
|
|
0.6
|
|
|
—
|
|
|
11,325.0
|
|
|
—
|
|
|
11,325.6
|
|
|||||
Less–accumulated depreciation and
amortization
|
|
0.6
|
|
|
—
|
|
|
2,939.2
|
|
|
—
|
|
|
2,939.8
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
—
|
|
|
8,385.8
|
|
|
—
|
|
|
8,385.8
|
|
|||||
Advances to affiliates – noncurrent
|
|
2,034.2
|
|
|
460.1
|
|
|
431.8
|
|
|
(2,926.1
|
)
|
|
—
|
|
|||||
Other noncurrent assets
|
|
0.2
|
|
|
2.5
|
|
|
446.5
|
|
|
1.4
|
|
|
450.6
|
|
|||||
Total other assets
|
|
2,034.4
|
|
|
462.6
|
|
|
878.3
|
|
|
(2,924.7
|
)
|
|
450.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Assets
|
|
$
|
4,863.1
|
|
|
$
|
7,600.8
|
|
|
$
|
9,489.9
|
|
|
$
|
(12,905.1
|
)
|
|
$
|
9,048.7
|
|
Liabilities and Partners' Capital
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Payables
|
|
$
|
0.6
|
|
|
$
|
0.1
|
|
|
$
|
70.4
|
|
|
$
|
—
|
|
|
$
|
71.1
|
|
Payable to affiliates
|
|
0.5
|
|
|
—
|
|
|
9.5
|
|
|
(9.5
|
)
|
|
0.5
|
|
|||||
Advances from affiliates
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
0.1
|
|
|
24.3
|
|
|
164.2
|
|
|
(2.8
|
)
|
|
185.8
|
|
|||||
Total current liabilities
|
|
1.2
|
|
|
26.4
|
|
|
244.1
|
|
|
(14.3
|
)
|
|
257.4
|
|
|||||
Long-term debt and capital lease
obligation
|
|
—
|
|
|
2,280.1
|
|
|
1,421.2
|
|
|
—
|
|
|
3,701.3
|
|
|||||
Advances from affiliates - noncurrent
|
|
—
|
|
|
2,466.0
|
|
|
460.1
|
|
|
(2,926.1
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
|
—
|
|
|
0.2
|
|
|
227.9
|
|
|
—
|
|
|
228.1
|
|
|||||
Total other liabilities and deferred
credits
|
|
—
|
|
|
2,466.2
|
|
|
688.0
|
|
|
(2,926.1
|
)
|
|
228.1
|
|
|||||
Total partners’ capital
|
|
4,861.9
|
|
|
2,828.1
|
|
|
7,136.6
|
|
|
(9,964.7
|
)
|
|
4,861.9
|
|
|||||
Total Liabilities and Partners' Capital
|
|
$
|
4,863.1
|
|
|
$
|
7,600.8
|
|
|
$
|
9,489.9
|
|
|
$
|
(12,905.1
|
)
|
|
$
|
9,048.7
|
|
Assets
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Cash and cash equivalents
|
|
$
|
0.3
|
|
|
$
|
4.6
|
|
|
$
|
12.7
|
|
|
$
|
—
|
|
|
$
|
17.6
|
|
Receivables
|
|
—
|
|
|
—
|
|
|
133.4
|
|
|
—
|
|
|
133.4
|
|
|||||
Receivables - affiliate
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
(7.0
|
)
|
|
—
|
|
|||||
Gas and liquids stored underground
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
6.5
|
|
|||||
Prepayments
|
|
0.1
|
|
|
—
|
|
|
17.8
|
|
|
—
|
|
|
17.9
|
|
|||||
Advances to affiliates
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
(2.3
|
)
|
|
—
|
|
|||||
Other current assets
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
(1.8
|
)
|
|
5.2
|
|
|||||
Total current assets
|
|
0.4
|
|
|
4.6
|
|
|
186.7
|
|
|
(11.1
|
)
|
|
180.6
|
|
|||||
Investment in consolidated subsidiaries
|
|
2,672.3
|
|
|
6,676.7
|
|
|
—
|
|
|
(9,349.0
|
)
|
|
—
|
|
|||||
Property, plant and equipment, gross
|
|
0.6
|
|
|
—
|
|
|
10,883.0
|
|
|
—
|
|
|
10,883.6
|
|
|||||
Less–accumulated depreciation
and amortization
|
|
0.6
|
|
|
—
|
|
|
2,620.5
|
|
|
—
|
|
|
2,621.1
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
—
|
|
|
8,262.5
|
|
|
—
|
|
|
8,262.5
|
|
|||||
Advances to affiliates – noncurrent
|
|
2,070.1
|
|
|
923.7
|
|
|
376.5
|
|
|
(3,370.3
|
)
|
|
—
|
|
|||||
Other noncurrent assets
|
|
—
|
|
|
3.3
|
|
|
460.5
|
|
|
(0.3
|
)
|
|
463.5
|
|
|||||
Total other assets
|
|
2,070.1
|
|
|
927.0
|
|
|
837.0
|
|
|
(3,370.6
|
)
|
|
463.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Assets
|
|
$
|
4,742.8
|
|
|
$
|
7,608.3
|
|
|
$
|
9,286.2
|
|
|
$
|
(12,730.7
|
)
|
|
$
|
8,906.6
|
|
Liabilities and Partners' Capital
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Payables
|
|
$
|
0.5
|
|
|
$
|
0.1
|
|
|
$
|
87.3
|
|
|
$
|
—
|
|
|
$
|
87.9
|
|
Payable to affiliates
|
|
1.5
|
|
|
—
|
|
|
7.0
|
|
|
(7.0
|
)
|
|
1.5
|
|
|||||
Advances from affiliates
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
—
|
|
|
25.2
|
|
|
167.9
|
|
|
(2.1
|
)
|
|
191.0
|
|
|||||
Total current liabilities
|
|
2.0
|
|
|
27.6
|
|
|
262.2
|
|
|
(11.4
|
)
|
|
280.4
|
|
|||||
Long-term debt and capital lease
obligation
|
|
—
|
|
|
2,461.8
|
|
|
1,225.0
|
|
|
—
|
|
|
3,686.8
|
|
|||||
Payable to affiliate - noncurrent
|
|
16.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|||||
Advances from affiliates - noncurrent
|
|
—
|
|
|
2,446.6
|
|
|
923.7
|
|
|
(3,370.3
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
198.6
|
|
|
—
|
|
|
198.6
|
|
|||||
Total other liabilities and deferred
credits
|
|
16.0
|
|
|
2,446.6
|
|
|
1,122.3
|
|
|
(3,370.3
|
)
|
|
214.6
|
|
|||||
Total partners’ capital
|
|
4,724.8
|
|
|
2,672.3
|
|
|
6,676.7
|
|
|
(9,349.0
|
)
|
|
4,724.8
|
|
|||||
Total Liabilities and Partners' Capital
|
|
$
|
4,742.8
|
|
|
$
|
7,608.3
|
|
|
$
|
9,286.2
|
|
|
$
|
(12,730.7
|
)
|
|
$
|
8,906.6
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,166.5
|
|
|
$
|
(82.9
|
)
|
|
$
|
1,083.6
|
|
Storage, parking and lending
|
—
|
|
|
—
|
|
|
91.0
|
|
|
(0.6
|
)
|
|
90.4
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
49.7
|
|
|
—
|
|
|
49.7
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
1,307.2
|
|
|
(83.5
|
)
|
|
1,223.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
102.5
|
|
|
(83.5
|
)
|
|
19.0
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
205.6
|
|
|
—
|
|
|
205.6
|
|
|||||
Administrative and general
|
(0.2
|
)
|
|
—
|
|
|
136.5
|
|
|
—
|
|
|
136.3
|
|
|||||
Other operating costs and expenses
|
0.4
|
|
|
—
|
|
|
447.9
|
|
|
—
|
|
|
448.3
|
|
|||||
Total operating costs and expenses
|
0.2
|
|
|
—
|
|
|
892.5
|
|
|
(83.5
|
)
|
|
809.2
|
|
|||||
Operating (loss) income
|
(0.2
|
)
|
|
—
|
|
|
414.7
|
|
|
—
|
|
|
414.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
—
|
|
|
121.2
|
|
|
54.5
|
|
|
—
|
|
|
175.7
|
|
|||||
Interest (income) expense-affiliates, net
|
(67.7
|
)
|
|
55.1
|
|
|
12.6
|
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Equity in earnings of subsidiaries
|
(172.8
|
)
|
|
(349.1
|
)
|
|
—
|
|
|
521.9
|
|
|
—
|
|
|||||
Miscellaneous other income, net
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||||
Total other (income) deductions
|
(240.5
|
)
|
|
(172.8
|
)
|
|
65.0
|
|
|
521.9
|
|
|
173.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
240.3
|
|
|
172.8
|
|
|
349.7
|
|
|
(521.9
|
)
|
|
240.9
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
240.3
|
|
|
$
|
172.8
|
|
|
$
|
349.1
|
|
|
$
|
(521.9
|
)
|
|
$
|
240.3
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,244.5
|
|
|
$
|
(88.3
|
)
|
|
$
|
1,156.2
|
|
Storage, parking and lending
|
—
|
|
|
—
|
|
|
102.0
|
|
|
(0.3
|
)
|
|
101.7
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
64.7
|
|
|
—
|
|
|
64.7
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
1,411.2
|
|
|
(88.6
|
)
|
|
1,322.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
143.4
|
|
|
(88.6
|
)
|
|
54.8
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
204.2
|
|
|
—
|
|
|
204.2
|
|
|||||
Administrative and general
|
(0.3
|
)
|
|
—
|
|
|
129.3
|
|
|
—
|
|
|
129.0
|
|
|||||
Other operating costs and expenses
|
0.6
|
|
|
—
|
|
|
470.0
|
|
|
—
|
|
|
470.6
|
|
|||||
Total operating costs and expenses
|
0.3
|
|
|
—
|
|
|
946.9
|
|
|
(88.6
|
)
|
|
858.6
|
|
|||||
Operating (loss) income
|
(0.3
|
)
|
|
—
|
|
|
464.3
|
|
|
—
|
|
|
464.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
—
|
|
|
129.6
|
|
|
41.4
|
|
|
—
|
|
|
171.0
|
|
|||||
Interest (income) expense - affiliates, net
|
(47.3
|
)
|
|
39.9
|
|
|
7.4
|
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Equity in earnings of subsidiaries
|
(250.0
|
)
|
|
(419.3
|
)
|
|
—
|
|
|
669.3
|
|
|
—
|
|
|||||
Miscellaneous other income, net
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
(4.6
|
)
|
|||||
Total other (income) deductions
|
(297.3
|
)
|
|
(250.0
|
)
|
|
44.0
|
|
|
669.3
|
|
|
166.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
297.0
|
|
|
250.0
|
|
|
420.3
|
|
|
(669.3
|
)
|
|
298.0
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
297.0
|
|
|
$
|
250.0
|
|
|
$
|
419.3
|
|
|
$
|
(669.3
|
)
|
|
$
|
297.0
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,208.1
|
|
|
$
|
(87.8
|
)
|
|
$
|
1,120.3
|
|
Storage, parking and lending
|
—
|
|
|
—
|
|
|
111.5
|
|
|
(1.9
|
)
|
|
109.6
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
77.3
|
|
|
—
|
|
|
77.3
|
|
|||||
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
|
|
|
—
|
|
|
142.8
|
|
|
—
|
|
|
143.3
|
|
|||||
Other operating costs and expenses
|
0.4
|
|
|
—
|
|
|
416.4
|
|
|
—
|
|
|
416.8
|
|
|||||
Total operating costs and expenses
|
0.9
|
|
|
—
|
|
|
919.6
|
|
|
(89.7
|
)
|
|
830.8
|
|
|||||
Operating (loss) income
|
(0.9
|
)
|
|
—
|
|
|
477.3
|
|
|
—
|
|
|
476.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
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 expense (income),
net
|
0.2
|
|
|
—
|
|
|
(9.0
|
)
|
|
—
|
|
|
(8.8
|
)
|
|||||
Total other (income) deductions
|
(303.1
|
)
|
|
(265.5
|
)
|
|
43.1
|
|
|
699.1
|
|
|
173.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
||||||||||
Net income (loss)
|
$
|
240.3
|
|
|
$
|
172.8
|
|
|
$
|
349.1
|
|
|
$
|
(521.9
|
)
|
|
$
|
240.3
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reclassification adjustment transferred to
Net income from cash flow hedges
|
1.2
|
|
|
1.2
|
|
|
0.7
|
|
|
(1.9
|
)
|
|
1.2
|
|
|||||
Pension and other postretirement
benefit costs, net of tax
|
(5.4
|
)
|
|
(5.4
|
)
|
|
(5.4
|
)
|
|
10.8
|
|
|
(5.4
|
)
|
|||||
Total Comprehensive Income (Loss)
|
$
|
236.1
|
|
|
$
|
168.6
|
|
|
$
|
344.4
|
|
|
$
|
(513.0
|
)
|
|
$
|
236.1
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net income (loss)
|
$
|
297.0
|
|
|
$
|
250.0
|
|
|
$
|
419.3
|
|
|
$
|
(669.3
|
)
|
|
$
|
297.0
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(Loss) gain on cash flow hedges
|
(1.5
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
1.5
|
|
|
(1.5
|
)
|
|||||
Reclassification adjustment transferred to
Net income from cash flow hedges
|
2.5
|
|
|
2.5
|
|
|
0.7
|
|
|
(3.2
|
)
|
|
2.5
|
|
|||||
Pension and other postretirement
benefit costs, net of tax
|
(1.9
|
)
|
|
(1.9
|
)
|
|
(1.9
|
)
|
|
3.8
|
|
|
(1.9
|
)
|
|||||
Total Comprehensive Income (Loss)
|
$
|
296.1
|
|
|
$
|
249.1
|
|
|
$
|
418.1
|
|
|
$
|
(667.2
|
)
|
|
$
|
296.1
|
|
|
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, net of tax
|
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 cash provided by (used in)
operating activities
|
$
|
67.3
|
|
|
$
|
(172.6
|
)
|
|
$
|
670.9
|
|
|
$
|
—
|
|
|
$
|
565.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(486.7
|
)
|
|
—
|
|
|
(486.7
|
)
|
|||||
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|||||
Advances to affiliates, net
|
35.9
|
|
|
(4.6
|
)
|
|
(394.9
|
)
|
|
363.5
|
|
|
(0.1
|
)
|
|||||
Net cash provided by (used in)
investing activities
|
35.9
|
|
|
(4.6
|
)
|
|
(880.6
|
)
|
|
363.5
|
|
|
(485.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repayment of borrowings from long-term
debt |
—
|
|
|
(185.0
|
)
|
|
—
|
|
|
—
|
|
|
(185.0
|
)
|
|||||
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
640.0
|
|
|
—
|
|
|
640.0
|
|
|||||
Repayment of borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
(445.0
|
)
|
|
—
|
|
|
(445.0
|
)
|
|||||
Principal payment of capital lease
obligation
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||
Advances from affiliates, net
|
(1.0
|
)
|
|
359.2
|
|
|
4.3
|
|
|
(363.5
|
)
|
|
(1.0
|
)
|
|||||
Distributions paid
|
(102.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102.2
|
)
|
|||||
Net cash (used in) provided by
financing activities
|
(103.2
|
)
|
|
174.2
|
|
|
198.7
|
|
|
(363.5
|
)
|
|
(93.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Decrease in cash and
cash equivalents
|
—
|
|
|
(3.0
|
)
|
|
(11.0
|
)
|
|
—
|
|
|
(14.0
|
)
|
|||||
Cash and cash equivalents at
beginning of period
|
0.3
|
|
|
4.6
|
|
|
12.7
|
|
|
—
|
|
|
17.6
|
|
|||||
Cash and cash equivalents at
end of period
|
$
|
0.3
|
|
|
$
|
1.6
|
|
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
3.6
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net cash provided by (used in)
operating activities
|
$
|
46.9
|
|
|
$
|
(161.5
|
)
|
|
$
|
751.6
|
|
|
$
|
—
|
|
|
$
|
637.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(708.4
|
)
|
|
—
|
|
|
(708.4
|
)
|
|||||
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
63.8
|
|
|
—
|
|
|
63.8
|
|
|||||
Advances to affiliates, net
|
54.9
|
|
|
(434.4
|
)
|
|
(460.4
|
)
|
|
839.9
|
|
|
—
|
|
|||||
Net cash provided by (used in)
investing activities
|
54.9
|
|
|
(434.4
|
)
|
|
(1,105.0
|
)
|
|
839.9
|
|
|
(644.6
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from long-term debt, net of
issuance cost
|
—
|
|
|
494.0
|
|
|
—
|
|
|
—
|
|
|
494.0
|
|
|||||
Repayment of borrowings from long-term
debt
|
—
|
|
|
(300.0
|
)
|
|
(275.0
|
)
|
|
—
|
|
|
(575.0
|
)
|
|||||
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
765.0
|
|
|
—
|
|
|
765.0
|
|
|||||
Repayment of borrowings on revolving
credit agreement, including financing
fees
|
—
|
|
|
(0.8
|
)
|
|
(560.0
|
)
|
|
—
|
|
|
(560.8
|
)
|
|||||
Principal payment of capital lease
obligation
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||
Advances from affiliates, net
|
0.1
|
|
|
405.5
|
|
|
434.4
|
|
|
(839.9
|
)
|
|
0.1
|
|
|||||
Distributions paid
|
(102.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102.2
|
)
|
|||||
Net cash (used in) provided by
financing activities
|
(102.1
|
)
|
|
598.7
|
|
|
363.9
|
|
|
(839.9
|
)
|
|
20.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(Decrease) increase in cash and cash
equivalents
|
(0.3
|
)
|
|
2.8
|
|
|
10.5
|
|
|
—
|
|
|
13.0
|
|
|||||
Cash and cash equivalents at
beginning of period
|
0.6
|
|
|
1.8
|
|
|
2.2
|
|
|
—
|
|
|
4.6
|
|
|||||
Cash and cash equivalents at
end of period
|
$
|
0.3
|
|
|
$
|
4.6
|
|
|
$
|
12.7
|
|
|
$
|
—
|
|
|
$
|
17.6
|
|
|
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
|
—
|
|
|
(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
|
|
|
2018
|
|
2017
|
||||
Audit fees (1)
|
$
|
2.7
|
|
|
$
|
2.5
|
|
Audit related fees (2)
|
—
|
|
|
0.1
|
|
||
Total
|
$
|
2.7
|
|
|
$
|
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
|
|
|
3.2*
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
Exhibit
Number
|
|
Description
|
4.14
|
|
|
4.15
|
|
|
4.16
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
*23.1
|
|
|
*31.1
|
|
|
*31.2
|
|
|
|
Boardwalk Pipeline Partners, LP
|
|
|
|
By: Boardwalk GP, LP
|
|
|
|
its general partner
|
|
|
|
By: Boardwalk GP, LLC
|
|
|
|
its general partner
|
|
Dated:
|
February 13, 2019
|
By:
|
/s/ Jamie L. Buskill
|
|
|
|
Jamie L. Buskill
|
|
|
|
Senior Vice President, Chief Financial and Administrative Officer, Treasurer and Director
|
Dated:
|
February 13, 2019
|
/s/ Stanley C. Horton
|
|
|
Stanley C. Horton
Chief Executive Officer, President and Director
(principal executive officer)
|
Dated:
|
February 13, 2019
|
/s/ Jamie L. Buskill
|
|
|
Jamie L. Buskill
Senior Vice President, Chief Financial and Administrative Officer, Treasurer and Director
(principal financial officer)
|
Dated:
|
February 13, 2019
|
/s/ Steven A. Barkauskas
|
|
|
Steven A. Barkauskas
Senior Vice President, Controller and Chief Accounting Officer
(principal accounting officer)
|
Dated:
|
February 13, 2019
|
/s/ Peter W. Keegan
|
|
|
Peter W. Keegan
Director |
Dated:
|
February 13, 2019
|
/s/ Michael E. McMahon
|
|
|
Michael E. McMahon
Senior Vice President, General Counsel, Secretary and Director
|
Dated:
|
February 13, 2019
|
/s/ Kenneth I. Siegel
|
|
|
Kenneth I. Siegel
Director, Chairman of the Board |
Dated:
|
February 13, 2019
|
/s/ Andrew H. Tisch
|
|
|
Andrew H. Tisch
Director |
Dated:
|
February 13, 2019
|
/s/ Jane Wang
|
|
|
Jane Wang
Director
|
Name and Address
|
Percentage Interest
|
Boardwalk GP, LP
9 Greenway Plaza, Suite 2800 Houston, Texas 77046 |
50.8286%
|
Boardwalk Pipelines Holding Corp.
9 Greenway Plaza, Suite 2800 Houston, Texas 77046 |
49.1714%
|
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 13, 2019
|
/s/ Stanley C. Horton
|
|
|
Stanley C. Horton
|
|
|
Chief Executive Officer, President 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 13, 2019
|
/s/ Jamie L. Buskill
|
|
|
Jamie L. Buskill
|
|
|
Senior Vice President, Chief Financial and Administrative Officer, Treasurer and Director
|