NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note
1
:
Corporate Structure
Boardwalk Pipeline Partners, LP (the Partnership) is a Delaware limited partnership formed in 2005 to own and operate the business conducted by its primary subsidiary Boardwalk Pipelines, LP (Boardwalk Pipelines) and its operating subsidiaries, Gulf South Pipeline Company, LP (Gulf South), Texas Gas Transmission, LLC (Texas Gas), Gulf Crossing Pipeline Company LLC (Gulf Crossing), Boardwalk Louisiana Midstream, LLC (Louisiana Midstream), Boardwalk Petrochemical Pipeline, LLC and Boardwalk Texas Intrastate, LLC (together, the operating subsidiaries), which consists of integrated natural gas and natural gas liquids and other hydrocarbons (herein referred to together as NGLs) pipeline and storage systems. All of the Partnership’s operations are conducted by the operating subsidiaries.
As of
February 13, 2018
, Boardwalk Pipelines Holding Corp. (BPHC), a wholly-owned subsidiary of Loews Corporation (Loews), owned
125.6 million
of the Partnership’s common units, and, through Boardwalk GP, LP (Boardwalk GP), an indirect wholly-owned subsidiary of BPHC, holds the
2%
general partner interest and all of the incentive distribution rights (IDRs) of the Partnership. As of
February 13, 2018
, the common units and general partner interest owned by BPHC represent approximately
51%
of the Partnership’s equity interests, excluding the IDRs. The Partnership’s common units are traded under the symbol “BWP” on the New York Stock Exchange.
Note
2
:
Basis of Presentation and Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements of the Partnership were prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) (GAAP).
Principles of Consolidation
The consolidated financial statements include the Partnership’s accounts and those of its wholly-owned subsidiaries after elimination of intercompany transactions.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities and the fair values of certain items. The Partnership bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from such estimates.
Segment Information
The Partnership operates in
one
reportable segment - the operation of interstate natural gas and NGLs pipeline systems and integrated storage facilities. This segment consists of interstate natural gas pipeline systems which are located in the Gulf Coast region, Oklahoma, Arkansas and the Midwestern states of Tennessee, Kentucky, Illinois, Indiana and Ohio, and the Partnership's NGLs pipelines and storage facilities in Louisiana and Texas.
Regulatory Accounting
Most of the Partnership's natural gas pipeline subsidiaries are regulated by the Federal Energy Regulatory Commission (FERC). When certain criteria are met, GAAP requires that certain rate-regulated entities account for and report assets and liabilities consistent with the economic effect of the manner in which independent third-party regulators establish rates (regulatory accounting). This basis of accounting is applicable to operations of the Partnership’s Texas Gas subsidiary, which records certain costs and benefits as regulatory assets and liabilities in order to provide for recovery from or refund to customers in future periods, but is not applicable to operations associated with the Fayetteville and Greenville Laterals due to rates charged under negotiated rate agreements and a portion of the storage capacity due to the regulatory treatment associated with the rates charged for that capacity.
Effective April 1, 2016, the Partnership's Gulf South subsidiary implemented a fuel tracker as a result of a rate case settlement. The Partnership applies regulatory accounting for the fuel tracker, under which the value of fuel received from customers paying the maximum tariff rate and the related value of fuel used in transportation are recorded to a regulatory asset or liability depending on whether Gulf South uses more fuel than it collects from customers or collects more fuel than it uses. Prior to the implementation of the fuel tracker and the application of regulatory accounting, the value of fuel received from customers was reflected in operating revenues and the value of fuel used was reflected in operating expenses. Other than as described for Texas Gas and Gulf South, regulatory accounting is not applicable to the Partnership’s other FERC-regulated operations.
The Partnership monitors the regulatory and competitive environment in which it operates to determine whether its regulatory assets continue to be probable of recovery. If the Partnership were to determine that all or a portion of its regulatory assets no longer met the criteria for recognition as regulatory assets, that portion which was not recoverable would be written off, net of any regulatory liabilities.
Note
9
contains more information regarding the Partnership’s regulatory assets and liabilities.
Fair Value Measurements
Fair value refers to an exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal market in which the reporting entity transacts based on the assumptions market participants would use when pricing the asset or liability assuming its highest and best use. A fair value hierarchy has been established that prioritizes the information used to develop those assumptions giving priority, from highest to lowest, to quoted prices in active markets for identical assets and liabilities (Level 1); observable inputs not included in Level 1, for example, quoted prices for similar assets and liabilities (Level 2); and unobservable data (Level 3), for example, a reporting entity’s own internal data based on the best information available in the circumstances. The Partnership uses fair value measurements to account for asset retirement obligations (ARO) and any impairment charges. Fair value measurements are also used to perform goodwill impairment testing and report fair values for certain items contained in this Report. The Partnership considers any transfers between levels within the fair value hierarchy to have occurred at the beginning of a quarterly reporting period. The Partnership did not recognize any transfers between Level 1 and Level 2 of the fair value hierarchy and did not change its valuation techniques or inputs during the year ended
December 31, 2017
.
Notes
5
and
11
contain more information regarding fair value measurements.
Cash and Cash Equivalents
Cash equivalents are highly liquid investments with an original maturity of three months or less and are stated at cost plus accrued interest, which approximates fair value. The Partnership had no restricted cash at
December 31, 2017
and
2016
.
Cash Management
The operating subsidiaries participate in an intercompany cash management program with those that are FERC-regulated participating to the extent they are permitted under FERC regulations. Under the cash management program, depending on whether a participating subsidiary has short-term cash surpluses or cash requirements, Boardwalk Pipelines either provides cash to them or they provide cash to Boardwalk Pipelines. The transactions are represented by demand notes and are stated at historical carrying amounts. Interest income and expense are recognized on an accrual basis when collection is reasonably assured. The interest rate on intercompany demand notes is London Interbank Offered Rate (LIBOR) plus 1% and is adjusted every three months.
Trade and Other Receivables
Trade and other receivables are stated at their historical carrying amount, net of allowances for doubtful accounts. The Partnership establishes an allowance for doubtful accounts on a case-by-case basis when it believes the required payment of specific amounts owed is unlikely to occur. Uncollectible receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or a receivable amount is deemed otherwise unrealizable.
Gas Stored Underground and Gas Receivables and Payables
Certain of the Partnership's operating subsidiaries have underground gas in storage which is utilized for system management and operational balancing, as well as for services including firm and interruptible storage associated with certain no-notice (NNS) and parking and lending (PAL) services. Gas stored underground includes the historical cost of natural gas volumes owned by the operating subsidiaries, at times reduced by certain operational encroachments upon that gas. Current gas stored underground represents net retained fuel remaining after providing transportation and storage services which is available for resale and is valued at the lower of weighted-average cost or market.
The operating subsidiaries provide storage services whereby they store natural gas or NGLs on behalf of customers and also periodically hold customer gas under PAL services. Since the customers retain title to the gas held by the Partnership in providing these services, the Partnership does not record the related gas on its balance sheet. Certain of the Partnership's operating subsidiaries also periodically lend gas and NGLs to customers.
In the course of providing transportation and storage services to customers, the operating subsidiaries may receive different quantities of gas from shippers and operators than the quantities delivered on behalf of those shippers and operators. This results in transportation and exchange gas receivables and payables, commonly known as imbalances, which are primarily settled in cash or the receipt or delivery of gas in the future. Settlement of imbalances requires agreement between the pipelines and shippers or operators as to allocations of volumes to specific transportation contracts and timing of delivery of gas based on operational conditions. The receivables and payables are valued at market price for operations where regulatory accounting is not applicable and are valued at the historical value of gas in storage for operations where regulatory accounting is applicable.
Materials and Supplies
Materials and supplies are carried at average cost and are included in
Other Assets
on the Consolidated Balance Sheets. The Partnership expects its materials and supplies to be used for projects related to its property, plant and equipment (PPE) and for future growth projects. At
December 31, 2017
and
2016
, the Partnership held approximately
$20.1 million
and
$19.2 million
of materials and supplies.
Property, Plant and Equipment and Repair and Maintenance Costs
PPE is recorded at its original cost of construction or fair value of assets purchased. Construction costs and expenditures for major renewals and improvements which extend the lives of the respective assets are capitalized.
Construction work in progress
is included in the financial statements as a component of PPE. Repair and maintenance costs are expensed as incurred.
Depreciation of PPE related to operations for which regulatory accounting does not apply is provided for using the straight-line method of depreciation over the estimated useful lives of the assets, which range from
3
to
35
years. The ordinary sale or retirement of PPE for these assets could result in a gain or loss. Depreciation of PPE related to operations for which regulatory accounting is applicable is provided for primarily on the straight-line method at FERC-prescribed rates over estimated useful lives of
5
to
62
years. Reflecting the application of composite depreciation, gains and losses from the ordinary sale or retirement of PPE for these assets are not recognized in earnings and generally do not impact PPE, net.
Note
6
contains more information regarding the Partnership’s PPE.
Goodwill and Intangible Assets
Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets acquired and liabilities assumed. Goodwill is tested for impairment at the reporting unit level at least annually, as of November 30, or more frequently when events occur and circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. To test goodwill, a quantitative analysis is performed under a two-step impairment test to measure whether the fair value of the reporting unit is less than its carrying amount. If based upon a quantitative analysis the fair value of the reporting unit is less than its carrying amount, including goodwill, the Partnership performs an analysis of the fair value of all the assets and liabilities of the reporting unit. If the implied fair value of the reporting unit's goodwill is determined to be less than its carrying amount, an impairment loss is recognized for the difference.
Intangible assets are those assets which provide future economic benefit but have no physical substance. The Partnership recorded intangible assets for customer relationships obtained through its acquisitions. The customer relationships, which are included in
Other Assets
on the Consolidated Balance Sheets, have a finite life and are being amortized over their estimated useful lives.
Note
7
contains more information regarding the Partnership's goodwill and intangible assets.
Impairment of Long-lived Assets (including Tangible and Definite-lived Intangible Assets)
The Partnership evaluates its long-lived and intangible assets for impairment when, in management’s judgment, events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. When such a determination has been made, management’s estimate of undiscounted future cash flows attributable to the remaining economic useful life of the asset is compared to the carrying amount of the asset to determine whether an impairment has occurred. If an impairment of the carrying amount has occurred, the amount of impairment recognized in the financial statements is determined by estimating the fair value of the assets and recording a loss to the extent that the carrying amount exceeds the estimated fair value.
Capitalized Interest and Allowance for Funds Used During Construction (AFUDC)
The Partnership records capitalized interest, which represents the cost of borrowed funds used to finance construction activities for operations where regulatory accounting is not applicable. The Partnership records AFUDC, which represents the cost of funds, including equity funds, applicable to regulated natural gas transmission plant under construction as permitted by FERC regulatory practices, in connection with the Partnership’s operations where regulatory accounting is applicable. Capitalized interest and the allowance for borrowed funds used during construction are recognized as a reduction to
Interest expense
and the allowance for equity funds used during construction is included in
Miscellaneous other income, net
within the Consolidated Statements of Income. The following table summarizes capitalized interest and the allowance for borrowed funds and allowance for equity funds used during construction (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
December 31,
|
|
2017
|
|
2016
|
|
2015
|
Capitalized interest and allowance for borrowed funds used during construction
|
$
|
19.2
|
|
|
$
|
7.4
|
|
|
$
|
3.4
|
|
Allowance for equity funds used during construction
|
1.9
|
|
|
7.9
|
|
|
2.7
|
|
Income Taxes
The Partnership is not a taxable entity for federal income tax purposes. As such, it does not directly pay federal income tax. The Partnership’s taxable income or loss, which may vary substantially from the net income or loss reported in the Consolidated Statements of Income, is includable in the federal income tax returns of each partner. The aggregate difference in the basis of the Partnership’s net assets for financial and income tax purposes cannot be readily determined as the Partnership does not have access to the information about each partner’s tax attributes related to the Partnership. The subsidiaries of the Partnership directly incur some income-based state taxes which are presented in
Income taxes
on the Consolidated Statements of Income.
Note
13
contains more information regarding the Partnership’s income taxes.
Revenue Recognition
The maximum rates that may be charged by the majority of the Partnership's operating subsidiaries for their services are established through the FERC’s cost-based rate-making process; however, rates actually charged by those operating subsidiaries may be less than those allowed by the FERC. Revenues from transportation and storage services are recognized in the period the service is provided based on contractual terms and the related volumes transported or stored. In connection with some PAL and interruptible storage service agreements, cash is received at the inception of the service period resulting in the recording of deferred revenues which are recognized in revenues over the period the services are provided. At
December 31, 2017
and
2016
, the Partnership had deferred revenues of
$1.8 million
and
$8.4 million
, which are expected to be recognized through 2018.
Retained fuel is recognized in revenues at market prices in the month of retention for operations where regulatory accounting is not applicable. The related fuel consumed in providing transportation services is recorded in
Fuel and transportation
expenses at market prices in the month consumed. In some cases, customers may elect to pay cash for the cost of fuel used in providing transportation services instead of having fuel retained in-kind. Retained fuel included in
Transportation
on the Consolidated Statements of Income for the years ended
December 31, 2017
,
2016
and
2015
, was
$28.0 million
,
$29.1 million
and
$53.2 million
. As discussed under the
Regulatory Accounting
policy, Gulf South implemented a fuel tracker effective April 1, 2016, for customers paying the maximum tariff rate. Prior to the implementation of the fuel tracker and the application of regulatory accounting, the value of fuel received from customers was reflected in operating revenues and the value of fuel consumed was reflected in operating expenses.
The Partnership has contractual retainage provisions in some of its ethylene storage contracts that provide for the Partnership to retain ownership of
0.5%
of customer inventory volumes injected into storage wells. The Partnership may sell the retainage volumes if commercially marketable volumes are on hand. The Partnership recognizes revenue for ethylene retainage volumes upon the physical sale of such volumes.
Under FERC regulations, certain revenues that the operating subsidiaries collect may be subject to possible refunds to customers. Accordingly, during a rate case, estimated refund liabilities are recorded considering regulatory proceedings, advice of counsel and estimated risk-adjusted total exposure, as well as other factors. At December 31, 2017 and 2016, the Partnership did not have a refund liability for any open rate case recorded on the Consolidated Balance Sheets.
Asset Retirement Obligations
The accounting requirements for existing legal obligations associated with the future retirement of long-lived assets require entities to record the fair value of a liability for an ARO in the period during which the liability is incurred. The liability is initially recognized at fair value and is increased with the passage of time as accretion expense is recorded, until the liability is ultimately settled. The accretion expense is included within
Operation and maintenance
costs within the Consolidated Statements of Income. An amount corresponding to the amount of the initial liability is capitalized as part of the carrying amount of the related long-lived asset and depreciated over the useful life of that asset.
Note
8
contains more information regarding the Partnership’s ARO.
Environmental Liabilities
The Partnership records environmental liabilities based on management’s estimates of the undiscounted future obligation for probable costs associated with environmental assessment and remediation of operating sites. These estimates are based on evaluations and discussions with counsel and operating personnel and the current facts and circumstances related to these environmental matters.
Note
4
contains more information regarding the Partnership’s environmental liabilities.
Defined Benefit Plans
The Partnership maintains postretirement benefit plans for certain employees. The Partnership funds these plans through periodic contributions which are invested until the benefits are paid out to the participants, and records an asset or liability based on the overfunded or underfunded status of the plan. The net benefit costs of the plans are recorded in the Consolidated Statements of Income. Any deferred amounts related to unrecognized gains and losses or changes in actuarial assumptions are recorded as either a regulatory asset or liability or recorded as a component of accumulated other comprehensive income (AOCI) until those gains or losses are recognized in the Consolidated Statements of Income.
Note
11
contains more information regarding the Partnership’s pension and postretirement benefit obligations.
Unit-Based
and Other Long-Term Compensation
The Partnership provides awards of phantom common units (Phantom Common Units) to certain employees under its Long-Term Incentive Plan (LTIP). The Partnership also provides to certain employees awards of long-term cash bonuses (Long-Term Cash Bonuses) under the Boardwalk Pipeline Partners Unit Appreciation Rights (UAR) and Cash Bonus Plan.
The Partnership measures the cost of an award issued in exchange for employee services based on the grant-date fair value of the award, or the stated amount in the case of the Long-Term Cash Bonuses and amounts under retention payment agreements. All outstanding awards are required to be settled in cash and are classified as a liability until settlement. Unit-based compensation awards are remeasured each reporting period until the final amount of awards is determined. The related compensation expense, less an estimate of forfeitures, is recognized over the period that employees are required to provide services in exchange for the awards, usually the vesting period.
Note
11
contains more information regarding the Partnership’s unit-based and other long-term compensation.
Partner Capital Accounts
For purposes of maintaining capital accounts, items of income and loss of the Partnership are allocated among the partners each period, or portion thereof, in accordance with the partnership agreement, based on their respective ownership interests, after deducting any priority allocations in the form of cash distributions paid to the general partner as the holder of IDRs.
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2014-09,
Revenue from Contracts with Customers
(Topic 606), (ASC 606) which will
require entities to recognize revenue in an amount that reflects the transfer of promised goods or services to a customer in an amount based on the consideration the entity expects to be entitled to in exchange for those goods or services.
ASC 606
also requires disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. The Partnership implemented ASC 606 effective January 1, 2018, applying ASC 606 to customer contracts which were not completed as of the effective date, on a modified retrospective basis, and recognized a cumulative reduction to partners' capital of
$12.8 million
. The adjustment to partners' capital as of January 1, 2018, resulted from two items: (i) contracts which had changes to the rates during the service period that were charged to the customer without corresponding changes in service levels that were being provided by the Partnership, and (ii) the de-recognition of gas stored underground available for sale from customers who elected to have fuel retained in-kind because under ASC 606, retained fuel is not considered additional consideration included in the transaction price.
In February 2016, the FASB issued Accounting Standards Update 2016-02,
Leases (Topic 842)
(ASU 2016-02), which will require, among other things, the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under current GAAP. The amendments are to be applied at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018, however, early adoption is permitted. The Partnership has initiated a project to evaluate the impact that ASU 2016-02 will have on its financial statements when implemented, however, no conclusions have been reached.
Note
3
:
Asset Disposition and Impairments
On
May 9, 2017
, the Partnership sold its Flag City Processing Partners, LLC subsidiary, which owned the Flag City processing plant and related assets, to a third party for
$63.6 million
, including customary adjustments. The Partnership recognized losses and impairment charges, reported within
Total operating costs and expenses
,
of
$47.1 million
on the sale.
Note
4
:
Commitments and Contingencies
Legal Proceedings and Settlements
The Partnership's subsidiaries are parties to various legal actions arising in the normal course of business. Management believes the disposition of these outstanding legal actions will not have a material impact on the Partnership's financial condition, results of operations or cash flows.
Southeast Louisiana Flood Protection Litigation
The Partnership and its subsidiary, Gulf South, along with approximately
100
other energy companies operating in Southern Louisiana, have been named as defendants in a petition for damages and injunctive relief in state district court for Orleans Parish, Louisiana, (Case No. 13-6911) by the Board of Commissioners of the Southeast Louisiana Flood Protection Authority - East (Flood Protection Authority). The case was filed in state court, but was removed to the U.S. District Court for the Eastern District of New Orleans (Court) in August 2013. The lawsuit claims included negligence, strict liability, public nuisance, private nuisance, breach of contract and breach of the natural servitude of drain against the defendants, alleging that the defendants’ drilling, dredging, pipeline and industrial operations since the 1930s have caused increased storm surge risk, increased flood protection costs and unspecified damages to the Flood Protection Authority. In addition to attorney fees and unspecified monetary damages, the lawsuit sought abatement and restoration of the coastal lands, including backfilling and revegetating of canals dredged and used by the defendants, and abatement and restoration activities such as wetlands creation, reef creation, land bridge construction, hydrologic restoration, shoreline protection, structural protection, bank stabilization and ridge restoration. On February 13, 2015, the Court dismissed the case with prejudice. The Flood Protection Authority appealed the dismissal of the case to the U.S. Court of Appeals for the Fifth Circuit in May 2015 (Case No. 15-CV-30162). On March 3, 2017, the U.S. Court of Appeals for the Fifth Circuit upheld the Court’s dismissal. On April 12, 2017, the Fifth Circuit denied the Flood Protection Authorities' Petition for Rehearing En Banc. On July 11, 2017, the plaintiffs filed a writ of certiorari with the United States Supreme Court to review the case. On October 30, 2017, the United States Supreme Court denied a rehearing of the case.
Settlements and Insurance Proceeds
For the year ended
December 31, 2016
, the Partnership received
$12.7 million
in cash from the settlement of a legal claim which was recorded in
Transportation
revenues.
For the year ended
December 31, 2015
, the Partnership received
$8.8 million
in insurance proceeds from a business interruption claim related to Louisiana Midstream, which was recorded in
Transportation
revenues.
Environmental and Safety Matters
The operating subsidiaries are subject to federal, state and local environmental laws and regulations in connection with the operation and remediation of various operating sites. As of
December 31, 2017
and
2016
, the Partnership had an accrued liability of approximately
$5.0 million
related to assessment and/or remediation costs associated with the historical use of polychlorinated biphenyls, petroleum hydrocarbons and mercury. The liability represents management’s estimate of the undiscounted future obligations based on evaluations and discussions with counsel and operating personnel and the current facts and circumstances related to these matters. The related expenditures are expected to occur over the next
four years
. As of
December 31, 2017
and
2016
, approximately
$1.2 million
and
$1.7 million
were recorded in
Other current liabilities
and approximately
$3.8 million
and
$3.3 million
were recorded in
Other Liabilities and Deferred Credits
.
Clean Air Act and Climate Change
The Partnership’s pipelines and associated facilities are subject to the federal Clean Air Act, as amended, (CAA) and comparable state laws and regulations, which regulate the emission of air pollutants from many sources and impose various compliance monitoring and reporting requirements. Under the CAA, the Partnership may be required to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with stringent air permit requirements or utilize specific equipment or technologies to control emissions. The need to obtain permits has the potential to delay the development or expansion of the Partnership’s projects. Over the next several years, the Partnership may be required to incur certain capital expenditures for air pollution control equipment or other air emissions related issues. For example, in 2015, the Environmental Protection Agency (EPA) issued a final rule under the CAA, lowering the National Ambient Air Quality Standard (NAAQS) for ground-level ozone to 70 parts per billion under both the primary and secondary standards to provide requisite protection of public health and welfare, respectively. The EPA published a final rule in November 2017 that issued area designations of either “attainment/unclassifiable” or “unclassifiable” with respect to ground-level
ozone for approximately 85% of the U.S. counties and is expected to issue final non-attainment area requirements pursuant to this NAAQS rule by the second quarter 2018. States are also expected to implement more stringent regulations that could apply to the Partnership's operations. Compliance with this final rule could, among other things, require installation or new emission controls on some of the Partnership's equipment, result in longer permitting timelines and significantly increase its capital expenditures and operating costs. Additionally, the EPA has determined that greenhouse gas (GHG) emissions endanger public health and the environment because emissions of such gases are potentially contributing to warming of the earth’s atmosphere and other climatic changes. Based on these findings, the EPA has adopted regulations under the CAA related to GHG emissions. Additionally, many states have adopted regulations related to GHG emissions.
Lease Commitments
The Partnership has various operating lease commitments extending through the year 2028 generally covering office space and equipment rentals. Total lease expense for the years ended
December 31, 2017
,
2016
and
2015
, was approximately
$13.8 million
,
$13.2 million
and
$12.2 million
. The following table summarizes minimum future commitments related to these items at
December 31, 2017
(in millions):
|
|
|
|
|
2018
|
$
|
4.3
|
|
2019
|
4.3
|
|
2020
|
4.2
|
|
2021
|
4.0
|
|
2022
|
4.0
|
|
Thereafter
|
5.6
|
|
Total
|
$
|
26.4
|
|
Commitments for Construction
The Partnership’s future capital commitments are comprised of binding commitments under purchase orders for materials ordered but not received and firm commitments under binding construction service agreements. The commitments as of
December 31, 2017
, were approximately
$171.2 million
, all of which are expected to be settled within the next twelve months.
Pipeline Capacity Agreements
The Partnership’s operating subsidiaries have entered into pipeline capacity agreements with third-party pipelines that allow the operating subsidiaries to transport gas to off-system markets on behalf of customers. The Partnership incurred expenses of
$6.2 million
,
$6.5 million
and
$6.9 million
related to pipeline capacity agreements for the years ended
December 31, 2017
,
2016
and
2015
. The future commitments related to pipeline capacity agreements as of
December 31, 2017
, were (in millions):
|
|
|
|
|
2018
|
$
|
6.3
|
|
2019
|
5.5
|
|
2020
|
2.9
|
|
2021
|
1.7
|
|
2022
|
1.3
|
|
Thereafter
|
—
|
|
Total
|
$
|
17.7
|
|
Note
5
:
Other Comprehensive Income and Fair Value Measurements
Other Comprehensive Income
The Partnership estimates that approximately
$2.8 million
of net losses reported in AOCI as of
December 31, 2017
, are expected to be reclassified into earnings within the next twelve months. This amount is comprised of a
$1.6 million
decrease to earnings related to net periodic benefit cost and a
$1.2 million
decrease to earnings related to cash flow hedges. The amounts related to cash flow hedges are from treasury rate locks used in hedging interest payments associated with debt offerings that were settled in previous periods and are being amortized to earnings over the terms of the related interest payments, generally the terms of the related debt. The following table shows the components and reclassifications to net income of
Accumulated other comprehensive loss
which is included in
Partners' Capital
for the years ended
December 31, 2015
through
2017
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow Hedges
|
|
Pension and Other Postretirement Costs
|
|
Total
|
Beginning balance, January 1, 2015
|
$
|
(10.8
|
)
|
|
$
|
(62.0
|
)
|
|
$
|
(72.8
|
)
|
Reclassifications: Interest expense
(1)
|
2.4
|
|
|
—
|
|
|
2.4
|
|
Pension and other postretirement benefit costs
|
—
|
|
|
(13.9
|
)
|
|
(13.9
|
)
|
Ending balance, December 31, 2015
|
$
|
(8.4
|
)
|
|
$
|
(75.9
|
)
|
|
$
|
(84.3
|
)
|
Reclassifications: Interest expense
(1)
|
2.4
|
|
|
—
|
|
|
2.4
|
|
Pension and other postretirement benefit costs
|
—
|
|
|
1.8
|
|
|
1.8
|
|
Ending balance, December 31, 2016
|
$
|
(6.0
|
)
|
|
$
|
(74.1
|
)
|
|
$
|
(80.1
|
)
|
Loss recorded in AOCI
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
Reclassifications: Interest expense
(1)
|
2.5
|
|
|
—
|
|
|
2.5
|
|
Pension and other postretirement benefit costs
|
—
|
|
|
(1.9
|
)
|
|
(1.9
|
)
|
Ending balance, December 31, 2017
|
$
|
(5.0
|
)
|
|
$
|
(76.0
|
)
|
|
$
|
(81.0
|
)
|
|
|
(1)
|
Related to amounts deferred in AOCI from the treasury rate locks described above.
|
Financial Assets and Liabilities
As of
December 31, 2017
and
2016
, the Partnership had no assets and liabilities which were recorded at fair value on a recurring basis. The following methods and assumptions were used in estimating the fair value amounts included in the disclosures for financial assets and liabilities:
Cash and Cash Equivalents:
For cash and short-term financial assets, the carrying amount is a reasonable estimate of fair value due to the short maturity of those instruments.
Long-Term Debt:
The estimated fair value of the Partnership's publicly traded debt is based on quoted market prices at
December 31, 2017
and
2016
. The fair market value of the debt that is not publicly traded is based on market prices of similar debt at
December 31, 2017
and
2016
. The carrying amount of the Partnership's variable-rate debt approximates fair value because the instruments bear a floating market-based interest rate.
The carrying amounts and estimated fair values of the Partnership's financial assets and liabilities which were not recorded at fair value on the Consolidated Balance Sheets as of
December 31, 2017
and
2016
, were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
(1) The carrying amount of long-term debt excludes an
$8.1 million
long-term capital lease obligation and
$8.8 million
of unamortized debt issuance costs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
(1) The carrying amount of long-term debt excludes an
$8.6 million
long-term capital lease obligation and
$9.5 million
of unamortized debt issuance costs.
Note
6
:
Property, Plant and Equipment
The following table presents the Partnership’s PPE as of
December 31, 2017
and
2016
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
|
|
2017
Amount
|
|
Weighted-Average
Useful Lives
(Years)
|
|
2016
Amount
|
|
Weighted-Average
Useful Lives
(Years)
|
Depreciable plant:
|
|
|
|
|
|
|
|
|
Transmission
|
|
$
|
9,115.4
|
|
|
38
|
|
$
|
8,337.1
|
|
|
38
|
Storage
|
|
776.7
|
|
|
38
|
|
779.2
|
|
|
38
|
Gathering
|
|
109.2
|
|
|
23
|
|
385.2
|
|
|
28
|
General
|
|
196.7
|
|
|
13
|
|
194.2
|
|
|
13
|
Rights of way and other
|
|
127.6
|
|
|
36
|
|
125.7
|
|
|
36
|
Total utility depreciable plant
|
|
10,325.6
|
|
|
37
|
|
9,821.4
|
|
|
37
|
|
|
|
|
|
|
|
|
|
Non-depreciable:
|
|
|
|
|
|
|
|
|
|
|
Construction work in progress
|
|
416.5
|
|
|
|
|
368.5
|
|
|
|
Storage
|
|
105.5
|
|
|
|
|
105.5
|
|
|
|
Land
|
|
36.0
|
|
|
|
|
31.9
|
|
|
|
Total non-depreciable assets
|
|
558.0
|
|
|
|
|
505.9
|
|
|
|
|
|
|
|
|
|
|
|
|
Total PPE
|
|
10,883.6
|
|
|
|
|
10,327.3
|
|
|
|
Less: accumulated depreciation
|
|
2,621.1
|
|
|
|
|
2,333.8
|
|
|
|
|
|
|
|
|
|
|
|
|
Total PPE, net
|
|
$
|
8,262.5
|
|
|
|
|
$
|
7,993.5
|
|
|
|
The non-depreciable assets were not included in the calculation of the weighted-average useful lives.
The Partnership holds undivided interests in certain assets, including the Bistineau storage facility of which the Partnership owns
92%
, the Mobile Bay Pipeline of which the Partnership owns
64%
and offshore and other assets, comprised of pipeline and gathering assets in which the Partnership holds various ownership interests. In addition, the Partnership owns
83%
of two ethylene wells and supporting surface facilities in Choctaw, Louisiana, and certain ethylene and propylene pipelines connecting Louisiana Midstream’s storage facilities in Choctaw to chemical manufacturing plants in Geismar, Louisiana.
The proportionate share of investment associated with these interests has been recorded as PPE on the balance sheets. The Partnership records its portion of direct operating expenses associated with the assets in
Operation and maintenance
expense
. The following table presents the gross PPE investment and related accumulated depreciation for the Partnership’s undivided interests as of
December 31, 2017
and
2016
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
Gross PPE
Investment
|
|
Accumulated Depreciation
|
|
Gross PPE
Investment
|
|
Accumulated Depreciation
|
Bistineau storage
|
$
|
75.5
|
|
|
$
|
24.0
|
|
|
$
|
73.6
|
|
|
$
|
21.8
|
|
Mobile Bay Pipeline
|
13.2
|
|
|
5.8
|
|
|
13.3
|
|
|
5.4
|
|
NGL pipelines and facilities
|
34.8
|
|
|
5.2
|
|
|
34.8
|
|
|
4.2
|
|
Offshore and other assets
|
16.2
|
|
|
12.7
|
|
|
15.1
|
|
|
11.8
|
|
Total
|
$
|
139.7
|
|
|
$
|
47.7
|
|
|
$
|
136.8
|
|
|
$
|
43.2
|
|
Asset Impairment Charges
The Partnership recognized
$5.8 million
,
$3.8 million
and
$0.4 million
of asset impairment charges for the years ended
December 31, 2017
,
2016
and
2015
. A portion of the asset impairment charges recorded in 2017 were related to the sale of the Flag City processing plant and related assets, a portion of the charges in 2017 and the charges in 2016 were primarily due to materials and supplies inventory that were determined to be obsolete and the remainder of the charges in 2017 and the charges in 2015 were primarily due to an increase in the estimate of ARO related to assets having no carrying amount.
Note
7
:
Goodwill and Intangible Assets
Goodwill
As of
December 31, 2017
and
2016
, the Partnership had recorded in its Consolidated Balance Sheets
$237.4 million
of goodwill. The Partnership performed its annual goodwill impairment test for its reporting units as of
November 30, 2017
. The results of the quantitative goodwill impairment test indicated that the fair value of the Partnership’s reporting units significantly exceeded their carrying amounts. No impairment charge related to goodwill was recorded for any of the Partnership’s reporting units during
2017
,
2016
or
2015
.
Intangible Assets
The following table contains information regarding the Partnership's intangible assets, which includes customer relationships acquired as part of its acquisitions (in millions):
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2017
|
|
2016
|
Gross carrying amount
|
$
|
59.4
|
|
|
$
|
59.4
|
|
Accumulated amortization
|
(9.5
|
)
|
|
(7.5
|
)
|
Net carrying amount
|
$
|
49.9
|
|
|
$
|
51.9
|
|
|
|
|
|
For each of the years ended
December 31, 2017
,
2016
and
2015
, amortization expense for intangible assets was
$2.0 million
and was recorded in
Depreciation and amortization
on the Consolidated Statements of Income. Amortization expense for the next five years and in total thereafter as of
December 31, 2017
, is expected to be as follows (in millions):
|
|
|
|
|
2018
|
$
|
2.0
|
|
2019
|
2.0
|
|
2020
|
1.9
|
|
2021
|
1.9
|
|
2022
|
1.9
|
|
Thereafter
|
40.2
|
|
Total
|
$
|
49.9
|
|
The weighted-average remaining useful life of the Partnership's intangible assets as of
December 31, 2017
, was
26 years
.
Note
8
:
Asset Retirement Obligations
The Partnership has identified and recorded legal obligations associated with the abandonment of certain pipeline and storage assets, brine ponds, offshore facilities and the abatement of asbestos consisting of removal, transportation and disposal when removed from certain compressor stations and meter station buildings. Legal obligations exist for the main pipeline and certain other Partnership assets; however, the fair value of the obligations cannot be determined because the lives of the assets are indefinite, therefore cash flows associated with retirement of the assets cannot be estimated with the degree of accuracy necessary to establish a liability for the obligations.
The following table summarizes the aggregate carrying amount of the Partnership’s ARO as of
December 31, 2017
and
2016
(in millions):
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
Balance at beginning of year
|
$
|
51.9
|
|
|
$
|
52.6
|
|
Liabilities recorded
|
5.3
|
|
|
3.3
|
|
Liabilities settled
|
(3.7
|
)
|
|
(5.7
|
)
|
Accretion expense
|
1.6
|
|
|
1.7
|
|
Balance at end of year
|
55.1
|
|
|
51.9
|
|
Less: Current portion of ARO
|
(9.1
|
)
|
|
(7.2
|
)
|
Long-term ARO
|
$
|
46.0
|
|
|
$
|
44.7
|
|
For the Partnership’s operations where regulatory accounting is applicable, depreciation rates for PPE are comprised of two components. One component is based on economic service life (capital recovery) and the other is based on estimated costs of removal (as a component of negative salvage) which is collected in rates and does not represent an existing legal obligation. The Partnership has reflected
$65.8 million
and
$63.7 million
as of
December 31, 2017
and
2016
, in the accompanying Consolidated Balance Sheets as
Provision for other asset retirement
related to the estimated cost of removal collected in rates.
Note
9
:
Regulatory Assets and Liabilities
The amounts recorded as regulatory assets and liabilities in the Consolidated Balance Sheets as of
December 31, 2017
and
2016
, are summarized in the table below. The table also includes amounts related to unamortized debt expense and unamortized discount on long-term debt, while not regulatory assets and liabilities, are a critical component of the embedded cost of debt financing utilized in Texas Gas' rate proceedings. The tax effect of the equity component of AFUDC represents amounts recoverable from rate payers for the tax recorded in regulatory accounting. Certain amounts in the table are reflected as a negative, or a reduction, to be consistent with the regulatory books of account. The period of recovery for the regulatory assets included in rates varies from
one
to
eighteen
years. The remaining period of recovery for regulatory assets not yet included in rates would be determined in future rate proceedings. None of the regulatory assets shown below were earning a return as of
December 31, 2017
and
2016
(in millions):
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
Regulatory Assets:
|
|
|
|
Pension
|
$
|
10.6
|
|
|
$
|
10.6
|
|
Tax effect of AFUDC equity
|
2.3
|
|
|
2.7
|
|
Total regulatory assets
|
$
|
12.9
|
|
|
$
|
13.3
|
|
|
|
|
|
|
|
|
|
|
Regulatory Liabilities:
|
|
|
|
Cashout and fuel tracker
|
$
|
0.4
|
|
|
$
|
10.1
|
|
Provision for other asset retirement
|
65.8
|
|
|
63.7
|
|
Unamortized debt expense and premium on reacquired debt
|
(5.6
|
)
|
|
(6.8
|
)
|
Unamortized discount on long-term debt
|
(0.8
|
)
|
|
(1.0
|
)
|
Postretirement benefits other than pension
|
48.9
|
|
|
45.9
|
|
Total regulatory liabilities
|
$
|
108.7
|
|
|
$
|
111.9
|
|
Note
10
:
Financing
Long-Term Debt
The following table presents all long-term debt issues outstanding as of
December 31, 2017
and
2016
(in millions):
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
Notes and Debentures:
|
|
|
|
Boardwalk Pipelines
|
|
|
|
5.50% Notes due 2017 (Boardwalk Pipelines 2017 Notes)
|
$
|
—
|
|
|
$
|
300.0
|
|
5.20% Notes due 2018
|
185.0
|
|
|
185.0
|
|
5.75% Notes due 2019
|
350.0
|
|
|
350.0
|
|
3.375% Notes due 2023
|
300.0
|
|
|
300.0
|
|
4.95% Notes due 2024
|
600.0
|
|
|
600.0
|
|
5.95% Notes due 2026
|
550.0
|
|
|
550.0
|
|
4.45% Notes due 2027
|
500.0
|
|
|
—
|
|
|
|
|
|
Gulf South
|
|
|
|
|
|
6.30% Notes due 2017 (Gulf South 2017 Notes)
|
—
|
|
|
275.0
|
|
4.00% Notes due 2022
|
300.0
|
|
|
300.0
|
|
|
|
|
|
Texas Gas
|
|
|
|
|
|
4.50% Notes due 2021
|
440.0
|
|
|
440.0
|
|
7.25% Debentures due 2027
|
100.0
|
|
|
100.0
|
|
Total notes and debentures
|
3,325.0
|
|
|
3,400.0
|
|
|
|
|
|
Revolving Credit Facility:
|
|
|
|
|
|
Gulf Crossing
|
285.0
|
|
|
180.0
|
|
Gulf South
|
100.0
|
|
|
—
|
|
Total revolving credit facility
|
385.0
|
|
|
180.0
|
|
|
|
|
|
Capital lease obligation
|
8.1
|
|
|
8.6
|
|
|
3,718.1
|
|
|
3,588.6
|
|
Less:
|
|
|
|
Unamortized debt discount
|
(22.5
|
)
|
|
(21.1
|
)
|
Unamortized debt issuance costs
|
(8.8
|
)
|
|
(9.5
|
)
|
Total Long-Term Debt and Capital Lease Obligation
|
$
|
3,686.8
|
|
|
$
|
3,558.0
|
|
Maturities of the Partnership’s long-term debt for the next five years and in total thereafter are as follows (in millions):
|
|
|
|
|
2018
|
$
|
185.0
|
|
2019
|
350.0
|
|
2020
|
—
|
|
2021
|
440.0
|
|
2022
|
685.0
|
|
Thereafter
|
2,050.0
|
|
Total long-term debt
|
$
|
3,710.0
|
|
The Partnership has included
$185.0 million
of debt which matures in less than one year as long-term debt on its Consolidated Balance Sheets as of
December 31, 2017
. The Partnership has the intent and the ability to refinance the notes through the available borrowing capacity under its revolving credit facility as of
December 31, 2017
, and expects to retire the notes at their maturity.
Notes and Debentures
As of
December 31, 2017
and
2016
, the weighted-average interest rate of the Partnership's notes and debentures was
5.18%
and
5.46%
. For the years ended
December 31, 2017
,
2016
and
2015
, the Partnership completed the following debt issuances (in millions, except interest rates):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
March 2015
|
|
Boardwalk Pipelines
|
|
$
|
250.0
|
|
|
$
|
2.9
|
|
|
$
|
247.1
|
|
(3)
|
4.95
|
%
|
|
December 15, 2024
|
|
June 15 and
December 15
|
|
|
(1)
|
The net proceeds of this offering were used to retire the outstanding
$275.0 million
aggregate principal amount of the Gulf South 2017 Notes 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 2017 Notes at their maturity.
|
|
|
(3)
|
The net proceeds of this offering were used to retire a portion of the outstanding
$250.0 million
aggregate principal amount of the Texas Gas
4.60%
notes due 2015.
|
The Partnership’s notes and debentures are redeemable, in whole or in part, at the Partnership’s option at any time, at a redemption price equal to the greater of
100%
of the principal amount of the notes to be redeemed or a “make whole” redemption price based on the remaining scheduled payments of principal and interest discounted to the date of redemption at a rate equal to the Treasury rate plus 20 to 50 basis points depending upon the particular issue of notes, plus accrued and unpaid interest, if any. Other customary covenants apply, including those concerning events of default.
The indentures governing the notes and debentures have restrictive covenants which provide that, with certain exceptions, neither the Partnership nor any of its subsidiaries may create, assume or suffer to exist any lien upon any property to secure any indebtedness unless the debentures and notes shall be equally and ratably secured. All of the Partnership's debt obligations are unsecured. At
December 31, 2017
, Boardwalk Pipelines and its operating subsidiaries were in compliance with their debt covenants.
Revolving Credit Facility
The Partnership has a revolving credit facility having aggregate lending commitments of
$1.5 billion
and includes Boardwalk Pipelines, Texas Gas, Gulf South and Gulf Crossing as borrowers (Borrowers). Interest is determined, at the Partnership's election, by reference to (a) the
base rate
which is the highest of (1) the
prime rate
, (2) the
federal funds
rate plus
0.50%
and (3) the
one month Eurodollar Rate
plus
1.00%
, plus an applicable margin, or (b) the one-month
LIBOR
plus an applicable margin. The applicable margin ranges from
0.00%
to
0.75%
for loans bearing interest based on the base rate and ranges from
1.00%
to
1.75%
for loans bearing interest based on the LIBOR rate, in each case determined based on the individual Borrower's credit rating from time to time. The Third Amended and Restated Revolving Credit Agreement (amended credit agreement) provides for a quarterly commitment fee charged on the average daily unused amount of the revolving credit facility ranging from
0.10%
to
0.275%
which is determined based on the individual Borrower's credit rating from time to time. In 2017, the Partnership extended the maturity date of the revolving credit facility by one additional year to
May 26, 2022
. The revolving credit facility has a borrowing capacity of
$1.5 billion
through May 26, 2020, and a borrowing capacity of
$1.475 billion
from May 27, 2020, to May 26, 2022.
The revolving credit facility contains various restrictive covenants and other usual and customary terms and conditions, including restrictions regarding the incurrence of additional debt, the sale of assets and sale-leaseback transactions. The financial covenants under the revolving credit facility require the Partnership and its subsidiaries to maintain, among other things, a ratio of total consolidated debt to consolidated EBITDA (as defined in the amended credit agreement) measured for the previous twelve months of not more than
5.0 to 1.0
, or up to
5.5 to 1.0
for the three quarters following a qualified acquisition or series of acquisitions, where the purchase price exceeds
$100.0 million
over a rolling 12-month period. The Partnership and its subsidiaries were in compliance with all covenant requirements under the revolving credit facility as of
December 31, 2017
.
Outstanding borrowings under the Partnership's revolving credit facility as of
December 31, 2017
and
2016
, were
$385.0 million
and
$180.0 million
with a weighted-average borrowing rate of
2.72%
and
1.96%
. As of
February 13, 2018
, the Partnership had
$445.0 million
outstanding borrowings and approximately
$1.1 billion
of available borrowing capacity under the revolving credit facility.
Subordinated Loan Agreement with Affiliate
The Partnership has a Subordinated Loan Agreement with BPHC (Subordinated Loan) under which the Partnership can borrow up to
$300.0 million
through December 31, 2018. The Subordinated Loan bears interest at increasing rates, ranging from
5.75%
to
9.75%
, with the first increase occurring on May 1, 2018, to
7.75%
, payable semi-annually in June and December, and matures in July 2024. The Subordinated Loan must be prepaid with the net cash proceeds from the issuance of additional equity securities by the Partnership or the incurrence of certain indebtedness by the Partnership or its subsidiaries, although BPHC may waive such prepayment. BPHC may also demand prepayment at any time, up to the full amount then outstanding, with 15-months' notice. The Subordinated Loan is subordinated in right of payment to the Partnership’s obligations under its revolving credit facility pursuant to the terms of a Subordination Agreement between BPHC and Wells Fargo, N.A., as representative of the lenders under the revolving credit facility. Through the filing date of this Report, the Partnership has not borrowed any amounts under the Subordinated Loan.
Capital Lease
The Partnership recorded a capital lease obligation of
$10.5 million
in 2013 related to the lease of an office building in Owensboro, Kentucky. The office building lease has a term of fifteen years with two twenty-year renewal options. Future commitments under the capital lease are
$1.0 million
for
2018
,
$1.1 million
for each year
2019
through
2022
and
$6.2 million
thereafter. After deducting
$3.0 million
for amounts representing interest, the present value of the capital lease obligation at
December 31, 2017
, was
$8.6 million
, of which
$0.5 million
was recorded in
Other current liabilities
and
$8.1 million
was recorded in
Long–term debt and capital lease obligation
.
Amortization of the office building under the capital lease for each of the years ended
December 31, 2017
,
2016
and
2015
, was
$0.7 million
and was included in
Depreciation and amortization
. As of
December 31, 2017
and
2016
, assets recorded in
Natural gas transmission and other plant
under the capital lease were
$10.5 million
and the accumulated amortization was
$3.1 million
and
$2.4 million
.
Issuances of Common Units
The Partnership had
no
common unit issuances for the years ended
December 31, 2017
and
2016
. For the year ended
December 31, 2015
, the Partnership completed the following issuances and sales of common units under an equity distribution agreement (in millions, except the issuance price):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Month of Offering
|
|
Number of
Common Units
|
|
Issuance
Price
|
|
Less Underwriting Discounts and Expenses
|
|
Net Proceeds
(including General Partner Contribution)
|
|
Common Units Outstanding
After Offering
|
|
Common Units Held by the Public
After Offering
|
February 2015 - April 2015
|
|
7.0
|
|
$
|
16.19
|
|
(1)
|
|
$
|
1.1
|
|
|
$
|
115.4
|
|
|
250.3
|
|
|
|
124.6
|
(1) The issuance price represents the average issuance price for the common units issued under an equity distribution agreement.
Summary of Changes in Outstanding Units
The following table summarizes changes in the Partnership’s common units since January 1,
2015
(in millions):
|
|
|
|
|
|
Common
Units
|
|
Balance, January 1, 2015
|
243.3
|
|
|
Common units issued under an equity distribution agreement
|
7.0
|
|
|
Balance, December 31, 2015, 2016 and 2017
|
250.3
|
|
|
Registration Rights Agreement
The Partnership entered into an Amended and Restated Registration Rights Agreement with BPHC under which the Partnership agreed to register the resale of up to
27.9 million
common units by BPHC and to reimburse BPHC up to a maximum amount of
$0.914
per common unit for underwriting discounts and commissions. As of
December 31, 2017
and
2016
, the Partnership had an accrued liability of approximately
$16.0 million
for future underwriting discounts and commissions that would be reimbursed to BPHC and other registration and offering costs that are expected to be incurred by the Partnership.
Note
11
:
Employee Benefits
Retirement Plans
Defined Benefit Retirement Plans
Texas Gas employees hired prior to November 1, 2006, are covered under a non-contributory, defined benefit pension plan (Pension Plan). The Texas Gas Supplemental Retirement Plan (SRP) provides pension benefits for the portion of an eligible employee’s pension benefit under the Pension Plan that becomes subject to compensation limitations under the Internal Revenue Code. Collectively, the Partnership refers to the Pension Plan and the SRP as Retirement Plans. The Partnership uses a measurement date of December 31 for its Retirement Plans.
As a result of the Texas Gas rate case settlement in 2006, the Partnership is required to fund the amount of annual net periodic pension cost associated with the Pension Plan, including a minimum of
$3.0 million
, which is the amount included in rates. In each of
2017
and
2016
, the Partnership funded
$3.0 million
to the Pension Plan and expects to fund an additional
$3.0 million
to the plan in
2018
. The Partnership does not anticipate that any Pension Plan assets will be returned to the Partnership during
2018
. In
2017
, there were
no
payments made under the SRP. In
2016
, payments of less than
$0.1 million
were made under the SRP. The Partnership does not expect to fund the SRP until such time as benefits are paid.
The Partnership recognizes in expense each year the actuarially determined amount of net periodic pension cost associated with the Retirement Plans, including a minimum amount of
$3.0 million
related to its Pension Plan, in accordance with the 2006 rate case settlement. Texas Gas is permitted to seek future rate recovery for amounts of annual Pension Plan costs
in excess of $6.0 million
and is precluded from seeking future recovery of annual Pension Plan costs between
$3.0 million
and
$6.0 million
. As a result, the Partnership would recognize a regulatory asset for amounts of annual Pension Plan costs
in excess of $6.0 million
and would reduce its regulatory asset to the extent that annual Pension Plan costs are
less than $3.0 million
. Annual Pension Plan costs between
$3.0 million
and
$6.0 million
will be charged to expense.
Postretirement Benefits Other Than Pension (PBOP)
Texas Gas provides postretirement medical benefits and life insurance to retired employees who were employed full time, hired prior to January 1, 1996, and have met certain other requirements. In
2017
and
2016
, the Partnership contributed
$0.1 million
and
$0.2 million
to the PBOP plan. The PBOP plan is in an overfunded status; therefore, the Partnership does not expect to make any contributions to the plan in
2018
. The Partnership does not anticipate that any plan assets will be returned to the Partnership during
2018
. The Partnership uses a measurement date of December 31 for its PBOP plan.
Projected Benefit Obligation, Fair Value of Assets and Funded Status
The projected benefit obligation, fair value of assets, funded status and the amounts not yet recognized as components of net periodic pension and postretirement benefits cost for the Retirement Plans and PBOP at
December 31, 2017
and
2016
, were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plans
|
|
PBOP
|
|
For the Year Ended
December 31,
|
|
For the Year Ended
December 31,
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
Benefit obligation at beginning of period
|
$
|
137.7
|
|
|
$
|
143.8
|
|
|
$
|
42.1
|
|
|
$
|
48.4
|
|
Service cost
|
3.5
|
|
|
3.6
|
|
|
0.1
|
|
|
0.3
|
|
Interest cost
|
4.4
|
|
|
4.4
|
|
|
1.6
|
|
|
2.0
|
|
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
Actuarial loss (gain)
|
5.0
|
|
|
1.6
|
|
|
0.2
|
|
|
(5.6
|
)
|
Benefits paid
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(3.6
|
)
|
|
(4.0
|
)
|
Settlement
|
(9.5
|
)
|
|
(15.2
|
)
|
|
—
|
|
|
—
|
|
Benefit obligation at end of period
|
$
|
140.7
|
|
|
$
|
137.7
|
|
|
$
|
41.4
|
|
|
$
|
42.1
|
|
|
|
|
|
|
|
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of period
|
$
|
115.7
|
|
|
$
|
119.5
|
|
|
$
|
85.9
|
|
|
$
|
86.4
|
|
Actual return on plan assets
|
10.1
|
|
|
8.9
|
|
|
4.9
|
|
|
2.3
|
|
Benefits paid
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(3.7
|
)
|
|
(4.0
|
)
|
Settlement
|
(9.5
|
)
|
|
(15.2
|
)
|
|
—
|
|
|
—
|
|
Company contributions
|
3.0
|
|
|
3.0
|
|
|
0.1
|
|
|
0.2
|
|
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
Fair value of plan assets at end of period
|
$
|
118.9
|
|
|
$
|
115.7
|
|
|
$
|
88.2
|
|
|
$
|
85.9
|
|
|
|
|
|
|
|
|
|
Funded status
|
$
|
(21.8
|
)
|
|
$
|
(22.0
|
)
|
|
$
|
46.8
|
|
|
$
|
43.8
|
|
|
|
|
|
|
|
|
|
Items not recognized as components of net periodic cost:
|
|
|
|
|
|
|
|
|
|
Net actuarial loss
|
$
|
23.7
|
|
|
$
|
24.6
|
|
|
$
|
3.8
|
|
|
$
|
4.0
|
|
At
December 31, 2017
and
2016
, the following aggregate information relates only to the underfunded plans (in millions):
|
|
|
|
|
|
|
|
|
|
Retirement Plans
|
|
For the Year Ended
December 31,
|
|
2017
|
|
2016
|
Projected benefit obligation
|
$
|
140.7
|
|
|
$
|
137.7
|
|
Accumulated benefit obligation
|
130.3
|
|
|
128.2
|
|
Fair value of plan assets
|
118.9
|
|
|
115.7
|
|
Components of Net Periodic Benefit Cost
Components of net periodic benefit cost for both the Retirement Plans and PBOP for the years ended
December 31, 2017
,
2016
and
2015
, were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plans
|
|
PBOP
|
|
For the Year Ended
December 31,
|
|
For the Year Ended
December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
Service cost
|
$
|
3.5
|
|
|
$
|
3.6
|
|
|
$
|
3.8
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Interest cost
|
4.4
|
|
|
4.4
|
|
|
4.9
|
|
|
1.6
|
|
|
2.0
|
|
|
2.0
|
|
Expected return on plan assets
|
(7.8
|
)
|
|
(7.9
|
)
|
|
(9.1
|
)
|
|
(4.4
|
)
|
|
(4.6
|
)
|
|
(4.6
|
)
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(7.7
|
)
|
Amortization of unrecognized net loss
|
2.0
|
|
|
2.7
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlement charge
|
1.7
|
|
|
3.2
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net periodic benefit cost
|
$
|
3.8
|
|
|
$
|
6.0
|
|
|
$
|
4.1
|
|
|
$
|
(2.7
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(10.0
|
)
|
Due to the Texas Gas rate case settlement in 2006, Texas Gas is permitted to seek future rate recovery for amounts of annual Pension Plan costs
in excess of $6.0 million
.
Estimated Future Benefit Payments
The following table shows benefit payments, which reflect expected future service, as appropriate, which are expected to be paid for both the Retirement Plans and PBOP (in millions):
|
|
|
|
|
|
|
|
|
|
Retirement
Plans
|
|
PBOP
|
2018
|
$
|
20.2
|
|
|
$
|
2.7
|
|
2019
|
14.4
|
|
|
2.7
|
|
2020
|
13.8
|
|
|
2.7
|
|
2021
|
13.0
|
|
|
2.8
|
|
2022
|
14.0
|
|
|
2.6
|
|
2023-2027
|
61.1
|
|
|
12.2
|
|
Weighted–Average Assumptions
Weighted-average assumptions used to determine benefit obligations for the years ended
December 31, 2017
and
2016
, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plans
|
|
PBOP
|
|
For the Year Ended
December 31,
|
|
For the Year Ended
December 31,
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
Pension
|
|
SRP
|
|
Pension
|
|
SRP
|
|
|
|
|
Discount rate
|
3.25
|
%
|
|
3.40
|
%
|
|
3.60
|
%
|
|
3.85
|
%
|
|
3.70
|
%
|
|
4.20
|
%
|
Expected return on plan assets
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
5.30
|
%
|
|
5.30
|
%
|
Rate of compensation increase
|
3.86
|
%
|
|
3.86
|
%
|
|
3.86
|
%
|
|
3.86
|
%
|
|
—
|
|
|
—
|
|
Weighted-average assumptions used to determine net periodic benefit cost for the periods indicated were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Plans
|
|
PBOP
|
|
For the Year Ended
December 31,
|
|
For the Year Ended
December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
Pension
|
|
SRP
|
|
Pension
|
|
SRP
|
|
Pension
(2)
|
|
SRP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.35%
|
|
|
|
|
|
|
|
|
Discount rate
|
(1)
|
|
3.85
|
%
|
|
(1)
|
|
4.00
|
%
|
|
3.60%
|
|
3.75
|
%
|
|
4.20
|
%
|
|
4.25
|
%
|
|
3.90
|
%
|
Expected return on plan assets
|
7.25%
|
|
7.25
|
%
|
|
7.25%
|
|
7.25
|
%
|
|
7.50%
|
|
7.50
|
%
|
|
5.30
|
%
|
|
5.30
|
%
|
|
5.30
|
%
|
Rate of compensation increase
|
3.86%
|
|
3.86
|
%
|
|
3.50%
|
|
3.50
|
%
|
|
3.50%
|
|
3.50
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(1)
|
Pension expense was remeasured quarterly in 2017 and 2016. The quarterly remeasurements for each quarter in 2017 and 2016 were as follows: Quarter 1:
3.45%
and
3.45%
; Quarter 2:
3.30%
and
3.00%
; Quarter 3:
3.20%
and
2.85%
; and Quarter 4:
3.25%
and
3.60%
.
|
(2) Pension expense was remeasured at August 31, 2015, to reflect a settlement.
The long-term rate of return for plan assets was determined based on widely-accepted capital market principles, long-term return analysis for global fixed income and equity markets as well as the active total return oriented portfolio management style. Long-term trends are evaluated relative to market factors such as inflation, interest rates and fiscal and monetary policies, in order to assess the capital market assumptions as applied to the plan. Consideration of diversification needs and rebalancing is maintained.
PBOP Assumed Health Care Cost Trends
Assumed health care cost trend rates have a significant effect on the amounts reported for PBOP. A one-percentage-point change in assumed trend rates for health care costs would have had the following effects on amounts reported for the year ended
December 31, 2017
(in millions):
|
|
|
|
|
|
Effect of 1% Increase:
|
|
2017
|
Benefit obligation at end of year
|
|
$
|
1.9
|
|
Total of service and interest costs for year
|
|
0.1
|
|
|
|
|
|
|
|
Effect of 1% Decrease:
|
|
|
Benefit obligation at end of year
|
|
$
|
(1.6
|
)
|
Total of service and interest costs for year
|
|
(0.1
|
)
|
For measurement purposes, for
December 31, 2017
, health care cost trend rates for the plans were assumed to remain at
6.5%
for
2018
-
2019
, grading down to
5.0%
by
2021
, assuming
0.5%
annual increments for all participants. For
December 31, 2016
, health care cost trend rates for the plans were assumed to remain at
7.0%
for
2017
-
2018
, grading down to
5.0%
by
2021
, assuming
0.5%
annual increments for all participants.
Pension Plan and PBOP Asset Allocation and Investment Strategy
Pension Plan
The Pension Plan investments are held in a trust account and consist of an undivided interest in an investment account of the Loews Corporation Employees Retirement Trust (Master Trust), established by Loews and its participating subsidiaries. Use of the Master Trust permits the co-investing of trust assets of the Pension Plan with the assets of the Loews Corporation Cash Balance Retirement Plan for investment and administrative purposes. Although assets of all plans are co-invested in the Master Trust, the custodian maintains supporting records for the purpose of allocating the net gain or loss of the investment account to the participating plans. The net investment income of the investment assets is allocated by the custodian to each participating plan based on the relationship of the interest of each plan to the total of the interests of the participating plans. The Master Trust assets are measured at fair value. The fair value of the interest in the assets of the Master Trust associated with the Pension Plan as of
December 31, 2017
and
2016
, was
$118.9 million
(or
50.8%
) and
$115.7 million
(or
50.3%
), of the total Master Trust assets.
Equity securities are publicly traded securities which are valued using quoted market prices and are considered a Level 1 investment under the fair value hierarchy. Short-term investments that are actively traded or have quoted prices, such as money market funds, are considered Level 1 investments. Fixed income mutual funds are highly liquid and exchange traded, valued using quoted market prices, and are considered a Level 1 investment. Asset-backed securities are valued using pricing for similar securities, recently executed transactions, cash flow models with yield curves, broker/dealer quotes and other pricing models utilizing observable inputs, which include prepayment and default projections based on past performance of the underlying collateral and current market data, and are considered Level 2 investments. The limited partnership investments held within the Master Trust are recorded at fair value, which represents the Master Trust’s shares of the net asset value of each partnership, as determined by the general partner. The limited partnership and other invested assets consist primarily of hedge fund strategies that generate returns through investing in marketable securities in the public fixed income and equity markets.
The following table sets forth, by level within the fair value hierarchy, a summary of the Master Trust’s investments measured at fair value on a recurring basis at
December 31, 2017
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
The following table sets forth, by level within the fair value hierarchy, a summary of the Master Trust’s investments measured at fair value on a recurring basis at
December 31, 2016
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Trust Assets
|
|
Measured under Fair Value Hierarchy
|
|
Measured at Net Asset Value
|
|
Total Master Trust Assets
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Equity securities
|
$
|
40.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40.6
|
|
|
$
|
—
|
|
|
$
|
40.6
|
|
Short-term investments
|
6.7
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
|
6.7
|
|
Fixed income mutual funds
|
93.1
|
|
|
—
|
|
|
—
|
|
|
93.1
|
|
|
—
|
|
|
93.1
|
|
Asset-backed securities
|
—
|
|
|
7.1
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
7.1
|
|
Total assets measured at fair
value
|
140.4
|
|
|
7.1
|
|
|
—
|
|
|
147.5
|
|
|
—
|
|
|
147.5
|
|
Total limited partnerships
measured at net asset value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82.5
|
|
|
82.5
|
|
Total
|
$
|
140.4
|
|
|
$
|
7.1
|
|
|
$
|
—
|
|
|
$
|
147.5
|
|
|
$
|
82.5
|
|
|
$
|
230.0
|
|
PBOP
The PBOP plan assets are held in a trust and are measured at fair value. Short-term investments that are actively traded or have quoted prices, such as money market or mutual funds, are considered Level 1 investments. Fixed income mutual funds are actively traded and valued using quoted market prices and are considered Level 1 investments. Tax exempt securities, consisting of municipal securities, corporate and other taxable bonds and asset-backed securities are valued using pricing for similar securities, recently executed transactions, cash flow models with yield curves, broker/dealer quotes and other pricing models utilizing observable inputs and are considered Level 2 investments. Specifically for asset-backed securities, key inputs include prepayment and default projections based on past performance of the underlying collateral and current market data.
The following table sets forth, by level within the fair value hierarchy, a summary of the PBOP trust investments measured at fair value on a recurring basis at
December 31, 2017
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
The following table sets forth, by level within the fair value hierarchy, a summary of the PBOP trust investments measured at fair value on a recurring basis at
December 31, 2016
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PBOP Trust Assets
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Short-term investments
|
$
|
3.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.2
|
|
Fixed income mutual funds
|
4.9
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
Asset-backed securities
|
—
|
|
|
15.5
|
|
|
—
|
|
|
15.5
|
|
Corporate bonds
|
—
|
|
|
18.6
|
|
|
—
|
|
|
18.6
|
|
Tax exempt securities
|
—
|
|
|
43.7
|
|
|
—
|
|
|
43.7
|
|
Total investments
|
$
|
8.1
|
|
|
$
|
77.8
|
|
|
$
|
—
|
|
|
$
|
85.9
|
|
Investment strategy
Pension Plan: The Partnership employs a total-return approach using a mix of equities and fixed income investments to maximize the long-term return on plan assets for a prudent level of risk and generate cash flows adequate to meet plan requirements. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through careful consideration of the plan liabilities, plan funded status and corporate financial conditions. The investment strategy has been to allocate up to
60%
of the investment portfolio to equity and alternative investments, including limited partnerships, with the remainder primarily invested in fixed income securities. The investment portfolio contains a diversified blend of fixed income, equity and short-term securities. Alternative investments, including limited partnerships, have been used to enhance risk adjusted long-term returns while improving portfolio diversification. At
December 31, 2017
, the pension trust had committed
$6.8 million
to future capital calls from various third party limited partnership investments in exchange for an ownership interest in the related partnerships. Investment risk is monitored through annual liability measurements, periodic asset and liability studies and quarterly investment portfolio reviews.
PBOP: The investment strategy for the PBOP assets is to reduce the volatility of plan investments while protecting the initial investment given the overfunded status of the plan. At
December 31, 2017
and
2016
, all of the PBOP investments were in fixed income securities.
Defined Contribution Plan
Texas Gas employees hired on or after November 1, 2006, and all other employees of the Partnership are provided retirement benefits under a defined contribution plan, which also provides 401(k) plan benefits to its employees. Costs related to the Partnership’s defined contribution plan were
$11.0 million
,
$10.7 million
and
$9.8 million
for the years ended
December 31, 2017
,
2016
and
2015
.
Long-Term Incentive Compensation Plans
The Partnership grants to selected employees long-term compensation awards under the LTIP and the UAR and Cash Bonus Plan. These awards are intended to align the interests of the employees with those of the Partnership’s unitholders, encourage superior performance, attract and retain employees who are essential for the Partnership’s growth and profitability and to encourage employees to devote their best efforts to advancing the Partnership’s business over both long and short-term time horizons. The Partnership also makes annual grants of common units to certain of its directors under the LTIP.
LTIP
The Partnership reserved
3,525,000
common units for grants of units, restricted units, unit options and UARs to officers and directors of the Partnership’s general partner and for selected employees under the LTIP. The Partnership has outstanding Phantom Common Units which were granted under the plan. Each outstanding Phantom Common Unit includes a tandem grant of Distribution Equivalent Rights (DERs). The grantee must select one of two irrevocable payment elections shortly after the award is granted. If the first payment election is selected, an amount equal to the fair market value of the vested portion of the Phantom Common Units (as defined in the plan) and associated DERs will become payable to the grantee in cash on each of the two vesting dates. If the second payment election option is selected, the Phantom Common Units and associated DERs will become payable in cash on the second vesting date. The economic value of the Phantom Common Units is directly tied to the value of the Partnership’s common units, but these awards do not confer any rights of ownership to the grantee. The fair value of the awards will be recognized ratably over the vesting period and remeasured each quarter until settlement based on the market price of the Partnership’s common units and amounts credited under the DERs. Except for the annual grants of common units to certain of its directors, the Partnership has not made any grants of units, restricted units or unit options under the plan.
A summary of the status of the Phantom Common Units granted under the Partnership’s LTIP as of
December 31, 2017
and
2016
, and changes during the years ended
December 31, 2017
and
2016
, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
Phantom Common Units
|
|
Total Fair Value
(in millions)
|
|
Weighted-Average Vesting Period
(in years)
|
Outstanding at January 1, 2016
(1)
|
645,968
|
|
|
$
|
8.7
|
|
|
1.5
|
|
Granted
|
865,091
|
|
|
10.2
|
|
|
2.3
|
|
Paid
|
(237,972
|
)
|
|
(4.1
|
)
|
|
—
|
|
Forfeited
|
(15,462
|
)
|
|
—
|
|
|
—
|
|
Outstanding at December 31, 2016
(1)
|
1,257,625
|
|
|
22.5
|
|
|
1.2
|
|
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
|
|
|
|
(1)
|
Represents fair value and remaining weighted-average vesting period of outstanding awards at the end of the period.
|
The fair value of the awards at the date of grant was based on the closing market price of the Partnership’s common units on or directly preceding the date of grant. The fair value of the awards at
December 31, 2017
and
2016
, was based on the closing market price of the common unit on those dates of
$12.91
and
$17.36
plus the accumulated value of the DERs. The fair value of the awards will be recognized ratably over the vesting period and remeasured each quarter until settlement in accordance with the treatment of awards classified as liabilities, and taking into account the payment elections selected by the grantees. The Partnership recorded
$7.8 million
,
$11.6 million
and
$3.6 million
in
Administrative and general
expenses during
2017
,
2016
and
2015
for the Phantom Common Unit awards. The total estimated remaining unrecognized compensation expense related to the Phantom Common Units outstanding at
December 31, 2017
and
2016
, was
$6.0 million
and
$11.9 million
.
In
2017
and
2016
, the general partner purchased
10,812
and
17,108
of the Partnership’s common units in the open market at a price of
$18.50
and
$11.75
per unit. These units were granted under the LTIP to the independent directors as part of their director compensation. At
December 31, 2017
,
3,450,060
units were available for grants under the LTIP.
UAR and Cash Bonus Plan
The UAR and Cash Bonus Plan provides for grants of UARs and Long-Term Cash Bonuses to selected employees of the Partnership. In
2017
, the Partnership granted to certain employees
$2.7 million
of Long-Term Cash Bonuses, which will vest and become payable to the holders in cash equal to the amount of the grant after the vesting dates and in 2014, had granted
$9.2 million
of Long-Term Cash Bonuses, which vested and were paid in 2016. The Partnership recorded compensation expense of
$1.1 million
,
$3.5 million
and
$2.8 million
for the years ended
December 31, 2017
,
2016
and
2015
, related to the Long-Term Cash Bonuses. As of
December 31, 2017
, the Partnership had
$1.6 million
remaining unrecognized compensation expense related to the Long-Term Cash Bonuses.
Retention Payment Agreements
In 2014, the Partnership entered into retention payment agreements with certain key employees, under which an employee would be entitled to a fixed amount of cash prepayments, subject to the employees remaining employed by the Partnership over a period of
three years
and other conditions. As of December 31, 2017, all amounts under the retention payment agreements had vested and had been paid. Retention payments of
$5.8 million
,
$2.9 million
and
$2.9 million
were made in 2017, 2016 and 2015. The Partnership recorded compensation expense of
$0.9 million
,
$2.2 million
and
$3.8 million
for the years ended
December 31, 2017
,
2016
and
2015
.
Note
12
:
Cash Distributions and Net Income per Unit
Cash Distributions
The Partnership’s cash distribution policy requires that the Partnership distribute to its various ownership interests on a quarterly basis all of its available cash, as defined in its partnership agreement. IDRs, which represent a limited partner ownership interest and are currently held by the Partnership’s general partner, represent the contractual right to receive an increasing percentage of quarterly distributions of available cash as follows:
|
|
|
|
|
|
|
|
Total Quarterly Distributions
|
|
Marginal Percentage Interest
in Distributions
|
|
Target Amount
|
|
Limited Partner
Unitholders
|
|
General
Partner and
IDRs
|
First Target Distribution
|
up to $0.4025
|
|
98%
|
|
2%
|
Second Target Distribution
|
above $0.4025 up to $0.4375
|
|
85%
|
|
15%
|
Third Target Distribution
|
above $0.4375 up to $0.5250
|
|
75%
|
|
25%
|
Thereafter
|
above $0.5250
|
|
50%
|
|
50%
|
Since 2015, the Partnership has declared a quarterly distribution of
$0.10
per unit with respect to its common units, resulting in quarterly payments of
$25.1 million
to its common unitholders and
$0.5 million
to its general partner. For
2017
,
2016
and
2015
, the Partnership paid no amounts with respect to the IDRs because the quarterly target distribution levels for IDR payout were not met.
In February
2018
, the Partnership declared a quarterly cash distribution to unitholders of record of
$0.10
per common unit.
Net Income per Unit
For purposes of calculating net income per unit, net income for the current period is reduced by the amount of available cash that will be distributed with respect to that period. Any residual amount representing undistributed net income (or loss) is assumed to be allocated to the various ownership interests in accordance with the contractual provisions of the partnership agreement.
Under the Partnership’s partnership agreement, for any quarterly period, the IDRs participate in net income only to the extent of the amount of cash distributions actually declared, thereby excluding the IDRs from participating in undistributed net income or losses. Accordingly, undistributed net income is assumed to be allocated to the other ownership interests on a pro rata basis. Payments made on account of the Partnership’s various ownership interests are determined in relation to actual declared distributions, and are not based on the assumed allocations required under GAAP.
The following table provides a reconciliation of net income and the assumed allocation of net income to the common units for purposes of computing net income per unit for the year ended
December 31, 2017
(in millions, except per unit data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Common
Units
|
|
General Partner and IDRs
|
Net income
|
$
|
297.0
|
|
|
|
|
|
Declared distribution
|
102.2
|
|
|
$
|
100.2
|
|
|
$
|
2.0
|
|
Assumed allocation of undistributed net income
|
194.8
|
|
|
190.9
|
|
|
3.9
|
|
Assumed allocation of net income attributable to limited
partner unitholders and general partner
|
$
|
297.0
|
|
|
$
|
291.1
|
|
|
$
|
5.9
|
|
Weighted-average units outstanding
|
|
|
|
250.3
|
|
|
|
|
Net income per unit
|
|
|
|
$
|
1.16
|
|
|
|
|
The following table provides a reconciliation of net income and the assumed allocation of net income to the common units for purposes of computing net income per unit for the year ended
December 31, 2016
(in millions, except per unit data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Common
Units
|
|
General Partner and IDRs
|
Net income
|
$
|
302.2
|
|
|
|
|
|
Declared distribution
|
102.2
|
|
|
$
|
100.2
|
|
|
$
|
2.0
|
|
Assumed allocation of undistributed net income
|
200.0
|
|
|
196.0
|
|
|
4.0
|
|
Assumed allocation of net income attributable to limited
partner unitholders and general partner
|
$
|
302.2
|
|
|
$
|
296.2
|
|
|
$
|
6.0
|
|
Weighted-average units outstanding
|
|
|
|
250.3
|
|
|
|
|
Net income per unit
|
|
|
|
$
|
1.18
|
|
|
|
|
The following table provides a reconciliation of net income and the assumed allocation of net income to the common units for purposes of computing net income per unit for the year ended
December 31, 2015
(in millions, except per unit data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Common
Units
|
|
General Partner and IDRs
|
Net income
|
$
|
222.0
|
|
|
|
|
|
Declared distribution
|
102.2
|
|
|
$
|
100.2
|
|
|
$
|
2.0
|
|
Assumed allocation of undistributed net income
|
119.8
|
|
|
117.3
|
|
|
2.5
|
|
Assumed allocation of net income attributable to limited
partner unitholders and general partner
|
$
|
222.0
|
|
|
$
|
217.5
|
|
|
$
|
4.5
|
|
Weighted-average units outstanding
|
|
|
248.8
|
|
|
|
Net income per unit
|
|
|
$
|
0.87
|
|
|
|
Note
13
:
Income Taxes
The Partnership is not a taxable entity for federal income tax purposes. As such, it does not directly pay federal income tax. The Partnership’s taxable income or loss, which may vary substantially from the net income or loss reported in the Consolidated Statements of Income, is includable in the federal income tax returns of each partner. The aggregate difference in the basis of the Partnership’s net assets for financial and income tax purposes cannot be readily determined as the Partnership does not have access to the information about each partner’s tax attributes. The subsidiaries of the Partnership directly incur some income-based state taxes which are presented in
Income taxes
on the Consolidated Statements of Income.
Following is a summary of the provision for income taxes for the periods ended
December 31, 2017
,
2016
and
2015
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
Current expense:
|
|
|
|
|
|
State
|
$
|
0.7
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Total
|
0.7
|
|
|
0.4
|
|
|
0.4
|
|
Deferred provision:
|
|
|
|
|
|
|
|
|
State
|
0.3
|
|
|
0.2
|
|
|
0.1
|
|
Total
|
0.3
|
|
|
0.2
|
|
|
0.1
|
|
Income taxes
|
$
|
1.0
|
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
The Partnership’s tax years
2014
through
2017
remain subject to examination by the Internal Revenue Service and the states in which it operates. There were no differences between the provision at the statutory rate to the income tax provision at
December 31, 2017
,
2016
and
2015
. As of
December 31, 2017
and
2016
, there were no significant deferred income tax assets or liabilities.
Note
14
:
Credit Risk
Major Customers
For the years ended
December 31, 2017
,
2016
and
2015
, no customer comprised
10%
or more of the Partnership’s operating revenues.
Natural gas producers comprise a significant portion of the Partnership’s revenues and support several of the Partnership’s growth projects. In
2017
, approximately
46%
of revenues were generated from contracts with natural gas producers. In periods of low or unstable natural gas and oil prices, the Partnership could be exposed to increased credit risk associated with its producer customer group. The Partnership actively monitors its customer credit profiles, as well as the portion of revenues generated from investment-grade and non-investment-grade customers.
Gas Loaned to Customers
Natural gas price volatility can cause changes in credit risk related to gas and NGLs loaned to customers. As of
December 31, 2017
, the amount of gas owed to the operating subsidiaries due to gas imbalances and gas loaned under PAL and NNS agreements was approximately
12.3
trillion British thermal units (TBtu). Assuming an average market price during
December 2017
of
$2.76
per million British thermal units (MMBtu), the market value of that gas was approximately
$34.0 million
. As of
December 31, 2017
, there were
no
outstanding NGL imbalances owed to the operating subsidiaries. As of
December 31, 2016
, the amount of gas owed to the operating subsidiaries due to gas imbalances and gas loaned under PAL and NNS agreements was approximately
13.6
TBtu. Assuming an average market price during
December 2016
of
$3.47
per MMBtu, the market value of that gas at
December 31, 2016
, would have been approximately
$47.2 million
. As of
December 31, 2016
, the amount of NGLs owed to the operating subsidiaries due to imbalances was less than
0.1
MMBbls, which had a market value of approximately
$0.4 million
. If any significant customer should have credit or financial problems resulting in a delay or failure to repay the gas owed to the operating subsidiaries, it could have a material adverse effect on the Partnership’s financial condition, results of operations or cash flows.
Note
15
:
Related Party Transactions
Loews provides a variety of corporate services to the Partnership under services agreements, including but not limited to, information technology, tax, risk management, internal audit and corporate development services and also charges the Partnership for allocated overheads. The Partnership incurred charges related to these services of
$6.6 million
,
$7.1 million
and
$8.8 million
for the years ended
December 31, 2017
,
2016
and
2015
.
Distributions paid related to limited partner units held by BPHC and the
2%
general partner interest held by Boardwalk GP were
$52.2 million
for each of the years ended
December 31, 2017
,
2016
and
2015
.
In 2014, the Partnership and BPHC entered into a Subordinated Loan Agreement whereby the Partnership can borrow up to
$300.0 million
. Note 10 contains more information related to the affiliated long-term debt.
Note
16
:
Supplemental Disclosure of Cash Flow Information
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
Cash paid during the period for:
|
|
|
|
|
|
Interest (net of amount capitalized)
|
$
|
163.7
|
|
|
$
|
170.6
|
|
|
$
|
170.6
|
|
Income taxes, net
|
0.5
|
|
|
0.7
|
|
|
0.3
|
|
Non-cash adjustments:
|
|
|
|
|
|
|
|
|
Accounts payable and PPE
|
58.8
|
|
|
93.4
|
|
|
54.7
|
|
Note
17
:
Selected Quarterly Financial Data (Unaudited)
The following tables summarize selected quarterly financial data for
2017
and
2016
for the Partnership (in millions, except for earnings per unit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
213.8
|
|
|
189.7
|
|
|
250.4
|
|
|
202.2
|
|
Operating income
|
123.7
|
|
|
110.8
|
|
|
67.2
|
|
|
164.8
|
|
Interest expense, net
|
39.8
|
|
|
41.0
|
|
|
43.7
|
|
|
46.1
|
|
Other income
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|
(0.8
|
)
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common unit
|
$
|
0.33
|
|
|
$
|
0.27
|
|
|
$
|
0.09
|
|
|
$
|
0.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
For the Quarter Ended:
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
Operating revenues
|
$
|
352.6
|
|
|
$
|
303.3
|
|
|
$
|
306.3
|
|
|
$
|
345.0
|
|
Operating expenses
|
219.7
|
|
|
209.6
|
|
|
197.0
|
|
|
203.4
|
|
Operating income
|
132.9
|
|
|
93.7
|
|
|
109.3
|
|
|
141.6
|
|
Interest expense, net
|
46.3
|
|
|
48.3
|
|
|
45.3
|
|
|
42.5
|
|
Other income
|
(1.8
|
)
|
|
(1.9
|
)
|
|
(1.9
|
)
|
|
(2.1
|
)
|
Income before income taxes
|
88.4
|
|
|
47.3
|
|
|
65.9
|
|
|
101.2
|
|
Income taxes
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
Net income
|
$
|
88.2
|
|
|
$
|
47.3
|
|
|
$
|
65.7
|
|
|
$
|
101.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common unit
|
$
|
0.34
|
|
|
$
|
0.19
|
|
|
$
|
0.26
|
|
|
$
|
0.40
|
|
Note
18
:
Guarantee of Securities of Subsidiaries
Boardwalk Pipelines (Subsidiary Issuer) has issued securities which have been fully and unconditionally guaranteed by the Partnership (Parent Guarantor). The Subsidiary Issuer is
100%
owned by the Parent Guarantor. The Partnership's subsidiaries had
no
significant restrictions on their ability to pay distributions or make loans to the Partnership except as noted in the debt covenants and had
no
restricted assets at
December 31, 2017
and
2016
. Note
10
contains additional information regarding the Partnership's debt and related covenants.
Condensed Consolidating Balance Sheets as of
December 31, 2017
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Condensed Consolidating Balance Sheets as of
December 31, 2016
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Condensed Consolidating Statements of Income for the Year Ended
December 31, 2017
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,269.0
|
|
|
$
|
(88.3
|
)
|
|
$
|
1,180.7
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
20.5
|
|
|
(0.3
|
)
|
|
20.2
|
|
Storage
|
—
|
|
|
—
|
|
|
81.5
|
|
|
—
|
|
|
81.5
|
|
Other
|
—
|
|
|
—
|
|
|
40.2
|
|
|
—
|
|
|
40.2
|
|
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
|
)
|
|
—
|
|
|
126.8
|
|
|
—
|
|
|
126.5
|
|
Other operating costs and expenses
|
0.6
|
|
|
—
|
|
|
470.0
|
|
|
—
|
|
|
470.6
|
|
Total operating costs and expenses
|
0.3
|
|
|
—
|
|
|
944.4
|
|
|
(88.6
|
)
|
|
856.1
|
|
Operating (loss) income
|
(0.3
|
)
|
|
—
|
|
|
466.8
|
|
|
—
|
|
|
466.5
|
|
|
|
|
|
|
|
|
|
|
|
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
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
(2.1
|
)
|
Total other (income) deductions
|
(297.3
|
)
|
|
(250.0
|
)
|
|
46.5
|
|
|
669.3
|
|
|
168.5
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Condensed Consolidating Statements of Income for the Year Ended
December 31, 2016
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,230.2
|
|
|
$
|
(87.8
|
)
|
|
$
|
1,142.4
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
20.1
|
|
|
(1.9
|
)
|
|
18.2
|
|
Storage
|
—
|
|
|
—
|
|
|
91.4
|
|
|
—
|
|
|
91.4
|
|
Other
|
—
|
|
|
—
|
|
|
55.2
|
|
|
—
|
|
|
55.2
|
|
Total operating revenues
|
—
|
|
|
—
|
|
|
1,396.9
|
|
|
(89.7
|
)
|
|
1,307.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel and transportation
|
—
|
|
|
—
|
|
|
160.5
|
|
|
(89.7
|
)
|
|
70.8
|
|
Operation and maintenance
|
—
|
|
|
—
|
|
|
199.9
|
|
|
—
|
|
|
199.9
|
|
Administrative and general
|
0.5
|
|
|
—
|
|
|
141.7
|
|
|
—
|
|
|
142.2
|
|
Other operating costs and expenses
|
0.4
|
|
|
—
|
|
|
416.4
|
|
|
—
|
|
|
416.8
|
|
Total operating costs and expenses
|
0.9
|
|
|
—
|
|
|
918.5
|
|
|
(89.7
|
)
|
|
829.7
|
|
Operating (loss) income
|
(0.9
|
)
|
|
—
|
|
|
478.4
|
|
|
—
|
|
|
477.5
|
|
|
|
|
|
|
|
|
|
|
|
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
—
|
|
|
123.8
|
|
|
59.0
|
|
|
—
|
|
|
182.8
|
|
Interest (income) expense - affiliates, net
|
(37.8
|
)
|
|
44.4
|
|
|
(6.6
|
)
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.4
|
)
|
Equity in earnings of subsidiaries
|
(265.5
|
)
|
|
(433.6
|
)
|
|
—
|
|
|
699.1
|
|
|
—
|
|
Miscellaneous other expense (income),
net
|
0.2
|
|
|
—
|
|
|
(7.9
|
)
|
|
—
|
|
|
(7.7
|
)
|
Total other (income) deductions
|
(303.1
|
)
|
|
(265.5
|
)
|
|
44.2
|
|
|
699.1
|
|
|
174.7
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
302.2
|
|
|
265.5
|
|
|
434.2
|
|
|
(699.1
|
)
|
|
302.8
|
|
Income taxes
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
302.2
|
|
|
$
|
265.5
|
|
|
$
|
433.6
|
|
|
$
|
(699.1
|
)
|
|
$
|
302.2
|
|
Condensed Consolidating Statements of Income for the Year Ended
December 31, 2015
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,178.5
|
|
|
$
|
(87.4
|
)
|
|
$
|
1,091.1
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
11.6
|
|
|
(0.2
|
)
|
|
11.4
|
|
Storage
|
—
|
|
|
—
|
|
|
81.3
|
|
|
—
|
|
|
81.3
|
|
Other
|
—
|
|
|
—
|
|
|
65.4
|
|
|
—
|
|
|
65.4
|
|
Total operating revenues
|
—
|
|
|
—
|
|
|
1,336.8
|
|
|
(87.6
|
)
|
|
1,249.2
|
|
|
|
|
|
|
|
|
|
|
|
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel and transportation
|
—
|
|
|
—
|
|
|
186.9
|
|
|
(87.6
|
)
|
|
99.3
|
|
Operation and maintenance
|
—
|
|
|
—
|
|
|
209.5
|
|
|
—
|
|
|
209.5
|
|
Administrative and general
|
—
|
|
|
—
|
|
|
130.4
|
|
|
—
|
|
|
130.4
|
|
Other operating costs and expenses
|
0.3
|
|
|
—
|
|
|
413.9
|
|
|
—
|
|
|
414.2
|
|
Total operating costs and expenses
|
0.3
|
|
|
—
|
|
|
940.7
|
|
|
(87.6
|
)
|
|
853.4
|
|
Operating (loss) income
|
(0.3
|
)
|
|
—
|
|
|
396.1
|
|
|
—
|
|
|
395.8
|
|
|
|
|
|
|
|
|
|
|
|
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
—
|
|
|
104.0
|
|
|
72.4
|
|
|
—
|
|
|
176.4
|
|
Interest (income) expense - affiliates, net
|
(28.8
|
)
|
|
38.2
|
|
|
(9.4
|
)
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
Equity in earnings of subsidiaries
|
(193.5
|
)
|
|
(335.7
|
)
|
|
—
|
|
|
529.2
|
|
|
—
|
|
Miscellaneous other income, net
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
(2.7
|
)
|
Total other (income) deductions
|
(222.3
|
)
|
|
(193.5
|
)
|
|
59.9
|
|
|
529.2
|
|
|
173.3
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
222.0
|
|
|
193.5
|
|
|
336.2
|
|
|
(529.2
|
)
|
|
222.5
|
|
Income taxes
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
222.0
|
|
|
$
|
193.5
|
|
|
$
|
335.7
|
|
|
$
|
(529.2
|
)
|
|
$
|
222.0
|
|
Condensed Consolidating Statements of Comprehensive Income for the Year Ended
December 31, 2017
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 on cash flow hedge
|
(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
|
(1.9
|
)
|
|
(1.9
|
)
|
|
(1.9
|
)
|
|
3.8
|
|
|
(1.9
|
)
|
Total Comprehensive Income (Loss)
|
$
|
296.1
|
|
|
$
|
249.1
|
|
|
$
|
418.1
|
|
|
$
|
(667.2
|
)
|
|
$
|
296.1
|
|
Condensed Consolidating Statements of Comprehensive Income for the Year Ended
December 31, 2016
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
Net income (loss)
|
$
|
302.2
|
|
|
$
|
265.5
|
|
|
$
|
433.6
|
|
|
$
|
(699.1
|
)
|
|
$
|
302.2
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification adjustment transferred to
Net income from cash flow hedges
|
2.4
|
|
|
2.4
|
|
|
0.7
|
|
|
(3.1
|
)
|
|
2.4
|
|
Pension and other postretirement
benefit costs
|
1.8
|
|
|
1.8
|
|
|
1.8
|
|
|
(3.6
|
)
|
|
1.8
|
|
Total Comprehensive Income (Loss)
|
$
|
306.4
|
|
|
$
|
269.7
|
|
|
$
|
436.1
|
|
|
$
|
(705.8
|
)
|
|
$
|
306.4
|
|
Condensed Consolidating Statements of Comprehensive Income for the Year Ended
December 31, 2015
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
Net income (loss)
|
$
|
222.0
|
|
|
$
|
193.5
|
|
|
$
|
335.7
|
|
|
$
|
(529.2
|
)
|
|
$
|
222.0
|
|
Other comprehensive 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
|
(13.9
|
)
|
|
(13.9
|
)
|
|
(13.9
|
)
|
|
27.8
|
|
|
(13.9
|
)
|
Total Comprehensive Income (Loss)
|
$
|
210.5
|
|
|
$
|
182.0
|
|
|
$
|
322.5
|
|
|
$
|
(504.5
|
)
|
|
$
|
210.5
|
|
Condensed Consolidating Statements of Cash Flow for the Year Ended
December 31, 2017
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Condensed Consolidating Statements of Cash Flow for the Year Ended
December 31, 2016
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Condensed Consolidating Statements of Cash Flow for the Year Ended
December 31, 2015
(Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
Net cash provided by (used in)
operating activities
|
$
|
27.9
|
|
|
$
|
(136.3
|
)
|
|
$
|
684.8
|
|
|
$
|
—
|
|
|
$
|
576.4
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
(1.0
|
)
|
|
—
|
|
|
(373.5
|
)
|
|
—
|
|
|
(374.5
|
)
|
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
Proceeds from other recoveries
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
Advances to affiliates, net
|
(41.9
|
)
|
|
(269.0
|
)
|
|
(118.4
|
)
|
|
429.3
|
|
|
—
|
|
Net cash (used in) provided by
investing activities
|
(42.9
|
)
|
|
(269.0
|
)
|
|
(484.9
|
)
|
|
429.3
|
|
|
(367.5
|
)
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt, net of
issuance cost
|
—
|
|
|
247.1
|
|
|
—
|
|
|
—
|
|
|
247.1
|
|
Repayment of borrowings from long-term
debt and term loan
|
—
|
|
|
—
|
|
|
(725.0
|
)
|
|
—
|
|
|
(725.0
|
)
|
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
1,125.0
|
|
|
—
|
|
|
1,125.0
|
|
Repayment of borrowings on revolving
credit agreement, including financing
fees
|
—
|
|
|
(3.6
|
)
|
|
(870.0
|
)
|
|
—
|
|
|
(873.6
|
)
|
Principal payment of capital lease
obligation
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
Advances from affiliates, net
|
0.6
|
|
|
160.3
|
|
|
269.0
|
|
|
(429.3
|
)
|
|
0.6
|
|
Distributions paid
|
(101.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101.5
|
)
|
Proceeds from sale of common units
|
113.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113.1
|
|
Capital contributions from general
partner
|
2.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
Net cash provided by (used in)
financing activities
|
14.5
|
|
|
403.8
|
|
|
(201.4
|
)
|
|
(429.3
|
)
|
|
(212.4
|
)
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash
equivalents
|
(0.5
|
)
|
|
(1.5
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
(3.5
|
)
|
Cash and cash equivalents at
beginning of period
|
0.5
|
|
|
1.8
|
|
|
4.3
|
|
|
—
|
|
|
6.6
|
|
Cash and cash equivalents at
end of period
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|