UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

ý☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2017~~2022

¨☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________



Commission file number:		01-32665

BOARDWALK PIPELINE PARTNERS, LP
(Exact name of registrant as specified in its charter)

~~DELAWARE~~Delaware			20-3265614
(State or other jurisdiction of incorporation or organization)

~~20-3265614~~
(I.R.S. Employer Identification No.)

9 Greenway Plaza, Suite 2800 ~~Houston, Texas 77046~~ ~~(866) 913-2122~~
Houston,	Texas		77046
(866)	913-2122
(Address and Telephone Number of Registrant’s Principal Executive Office)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)		Name of each exchange on which registered
~~Common Units Representing Limited Partner Interests~~		~~New York Stock Exchange~~
~~Securities registered pursuant to Section 12(g) of the Act:~~NONE	NONE		NONE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ýNo o

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ýNo o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. ~~(Check one)~~

Large ~~accelerated filer~~Accelerated Filer o Accelerated Filer o Non-Accelerated Filer ý ~~Accelerated filer~~ o ~~Non-accelerated filer~~ o Smaller ~~reporting company~~ oReporting Company ☐

Emerging ~~growth company~~ oGrowth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~Yes~~ o No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ ☐ No ý

AsBoardwalk Pipeline Partners, LP meets the conditions set forth in General Instructions H(1) (a) and (b) of ~~October 30, 2017,~~Form 10-Q and is therefore filing this form with the ~~registrant had 250,296,782 common units outstanding.~~

reduced disclosure format.

TABLE OF CONTENTS

FORM 10-Q

June 30, 2022

~~September 30, 2017~~

BOARDWALK PIPELINE PARTNERS, LP

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Millions)

(Unaudited)


ASSETS	June 30, 2022		December 31, 2021
Current Assets:
Cash and cash equivalents	$	505.6	$	39.1
Receivables:
Trade, net	105.9		126.2
Other	26.8		31.4
Gas transportation receivables	27.6		8.0
Advances to affiliates	2.7		—
Gas stored underground	26.9		26.1

Prepayments	19.7		21.4
Other current assets	5.3		7.1
Total current assets	720.5		259.3

Property, Plant and Equipment:
Natural gas transmission and other plant	12,482.6		12,248.6
Construction work in progress	96.1		239.5
Property, plant and equipment, gross	12,578.7		12,488.1
Less—accumulated depreciation and amortization	4,097.6		3,947.0
Property, plant and equipment, net	8,481.1		8,541.1

Other Assets:
Goodwill	237.4		237.4
Gas stored underground	161.5		114.0
Other	178.1		179.6
Total other assets	577.0		531.0

Total Assets	$	9,778.6	$	9,331.4

ASSETS September 30,
2017 December 31, 2016
Current Assets:
Cash and cash equivalents $ 22.6
$ 4.6
Receivables:

Trade, net 94.2
127.1
Other 14.0
12.7
Gas transportation receivables 6.2
8.2
Gas and liquids stored underground 5.6
1.3
Prepayments 19.8
17.7
Other current assets 0.8
2.6
Total current assets 163.2
174.2

Property, Plant and Equipment:

Natural gas transmission and other plant 10,112.5
9,958.8
Construction work in progress 562.2
368.5
Property, plant and equipment, gross 10,674.7
10,327.3
Less—accumulated depreciation and amortization 2,543.1
2,333.8
Property, plant and equipment, net 8,131.6
7,993.5

Other Assets:

Goodwill 237.4
237.4
Gas stored underground 92.5
93.5
Other 137.4
139.2
Total other assets 467.3
470.1

Total Assets $ 8,762.1
$ 8,637.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Millions)

(Unaudited)


LIABILITIES AND PARTNERS' CAPITAL	June 30, 2022		December 31, 2021
Current Liabilities:
Payables:
Trade	$	45.9	$	31.1
Affiliates	4.5		1.7
Other	21.8		20.3
Gas transportation payables	35.5		20.0
Accrued taxes, other	57.2		65.8
Accrued interest	38.8		32.7
Accrued payroll and employee benefits	27.3		37.4
Construction retainage	13.1		16.6
Regulatory liabilities	54.1		12.7




Current portion of long-term debt	299.9		—
Other current liabilities	22.8		21.4
Total current liabilities	620.9		259.7

Long-term debt and finance lease obligation	3,231.7		3,334.5

Other Liabilities and Deferred Credits:
Pension liability	3.5		5.6
Asset retirement obligations	63.8		61.5
Provision for other asset retirement	90.9		88.2
Other	117.6		112.8
Total other liabilities and deferred credits	275.8		268.1

Commitments and Contingencies	0		0

Partners' Capital:
Partners' capital	5,721.7		5,541.7
Accumulated other comprehensive loss	(71.5)		(72.6)
Total partners' capital	5,650.2		5,469.1
Total Liabilities and Partners' Capital	$	9,778.6	$	9,331.4

LIABILITIES AND PARTNERS' CAPITAL September 30,
2017
December 31,
2016
Current Liabilities:
Payables:
Trade $ 78.2
$ 113.8
Affiliates 1.5
1.4
Other 9.7
23.7
Gas payables 6.1
6.7
Accrued taxes, other 75.7
52.7
Accrued interest 38.7
40.6
Accrued payroll and employee benefits 28.1
38.5
Construction retainage 24.5
19.6
Deferred income 2.9
7.5
Other current liabilities 27.3
28.4
Total current liabilities 292.7
332.9

Long-term debt and capital lease obligation 3,585.7
3,558.0

Other Liabilities and Deferred Credits:

Pension liability 19.3
22.0
Asset retirement obligation 44.6
44.7
Provision for other asset retirement 64.6
63.7
Payable to affiliate 16.0
16.0
Other 71.0
69.6
Total other liabilities and deferred credits 215.5
216.0

Commitments and Contingencies

Partners’ Capital:

Common units - 250.3 million units issued and outstanding
as of September 30, 2017, and December 31, 2016
4,655.6
4,522.2
General partner 91.5
88.8
Accumulated other comprehensive loss (78.9 ) (80.1 )
Total partners’ capital 4,668.2
4,530.9
Total Liabilities and Partners' Capital $ 8,762.1
$ 8,637.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

~~(Millions, except per unit amounts)~~(Millions)

(Unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2017			2016			2017			2016				2022		2021		2022		2021
Operating Revenues:													Operating Revenues:
Transportation	$	272.9		$	259.6		$	870.2		$	835.3		Transportation	$	272.8	$	266.6	$	598.4	$	583.8
Parking and lending	4.3			4.9			17.6			13.4
Storage	18.9			23.4			62.2			68.0
Storage, parking and lending													Storage, parking and lending	32.4		27.6		61.5		55.5
Other	4.4			15.4			35.1			37.9			Other	17.7		15.7		40.9		40.6
Total operating revenues	300.5			303.3			985.1			954.6			Total operating revenues	322.9		309.9		700.8		679.9

Operating Costs and Expenses:													Operating Costs and Expenses:
Fuel and transportation	9.0			19.1			42.7			51.0			Fuel and transportation	7.9		3.9		13.2		13.3
Operation and maintenance	49.0			52.1			141.0			143.8			Operation and maintenance	57.0		49.3		103.9		97.7
Administrative and general	26.3			34.4			95.1			104.6			Administrative and general	35.0		34.9		72.5		69.7
Depreciation and amortization	80.6			80.6			241.4			238.7			Depreciation and amortization	98.4		92.0		191.6		183.0
(Gain) loss on sale of assets and impairments	—			(0.1		)	47.1			(0.1		)
Loss (gain) on sale of assets and impairments													Loss (gain) on sale of assets and impairments	0.8		(0.1)		0.8		(0.2)
Taxes other than income taxes	24.8			23.5			75.0			72.0			Taxes other than income taxes	28.4		25.4		58.3		56.1
Total operating costs and expenses	189.7			209.6			642.3			610.0			Total operating costs and expenses	227.5		205.4		440.3		419.6

Operating income	110.8			93.7			342.8			344.6			Operating income	95.4		104.5		260.5		260.3

Other Deductions (Income):													Other Deductions (Income):
Interest expense	41.0			48.4			131.1			136.4			Interest expense	41.8		40.3		84.3		81.0
Interest income	—			(0.1		)	(0.3		)	(0.3		)	Interest income	(0.1)		—		(0.1)		—
Miscellaneous other income, net	(0.3		)	(1.9		)	(1.7		)	(5.9		)	Miscellaneous other income, net	(1.3)		(2.7)		(4.1)		(5.3)
Total other deductions	40.7			46.4			129.1			130.2			Total other deductions	40.4		37.6		80.1		75.7

Income before income taxes	70.1			47.3			213.7			214.4			Income before income taxes	55.0		66.9		180.4		184.6

Income taxes	0.3			—			0.9			0.4			Income taxes	0.2		0.1		0.4		0.3

Net income	$	69.8		$	47.3		$	212.8		$	214.0		Net income	$	54.8	$	66.8	$	180.0	$	184.3

Net Income per Unit:
Net income per common unit	$	0.27		$	0.19		$	0.83		$	0.84
Weighted-average number of common units outstanding	250.3			250.3			250.3			250.3
Cash distribution declared and paid to common units per common unit	$	0.10		$	0.10		$	0.30		$	0.30

The accompanying notes are an integral part of these condensed consolidated financial statements.

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Millions)

(Unaudited)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	54.8	$	66.8	$	180.0	$	184.3
Other comprehensive income:
Reclassification adjustment transferred to Net income from cash flow hedges	—		0.3		0.4		0.5
Pension and other postretirement benefit costs, net of tax	0.6		0.3		0.7		0.6
Total Comprehensive Income	$	55.4	$	67.4	$	181.1	$	185.4

For the
Three Months Ended
September 30, For the
Nine Months Ended
September 30,
2017 2016 2017 2016
Net income $ 69.8
$ 47.3
$ 212.8
$ 214.0

Other comprehensive income (loss):

Loss on cash flow hedge —
—
(1.5 ) —

Reclassification adjustment transferred to Net income from cash flow hedges 0.6
0.6
1.9
1.8

Pension and other postretirement benefit costs 0.1
0.6
0.8
2.3

Total Comprehensive Income $ 70.5
$ 48.5
$ 214.0
$ 218.1

The accompanying notes are an integral part of these condensed consolidated financial statements.

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Millions)

(Unaudited)


	For the Six Months Ended June 30,
	2022		2021
OPERATING ACTIVITIES:
Net income	$	180.0	$	184.3
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization	191.6		183.0
Amortization of deferred costs and other	3.4		4.2
Loss (gain) on sale of assets and impairments	0.8		(0.2)
Changes in operating assets and liabilities:
Trade and other receivables	24.9		14.0

Gas transportation receivables and storage assets	(67.0)		(13.2)

Other assets	1.0		(7.1)
Trade and other payables	10.2		7.3
Other payables, affiliates	(0.2)		—
Gas transportation payables	15.3		1.2
Accrued liabilities	(11.6)		(16.3)
Regulatory assets and liabilities	44.0		(5.9)
Other liabilities	0.7		6.8
Net cash provided by operating activities	393.1		358.1
INVESTING ACTIVITIES:
Capital expenditures	(121.9)		(138.4)
Proceeds from sale of operating assets	1.0		0.4

Advances to affiliates	(2.7)		(1.8)
Net cash used in investing activities	(123.6)		(139.8)
FINANCING ACTIVITIES:
Proceeds from long-term debt, net of issuance cost	495.0		—
Repayment of borrowings from long-term debt	(300.0)		—
Proceeds from borrowings on revolving credit facility	—		150.0
Repayment of borrowings on revolving credit facility, including financing fees	(0.6)		(284.4)
Principal payment of finance lease obligation	(0.4)		(0.4)
Advances from affiliates	3.0		(7.5)



Net cash provided by (used in) financing activities	197.0		(142.3)
Increase in cash and cash equivalents	466.5		76.0
Cash and cash equivalents at beginning of period	39.1		2.9
Cash and cash equivalents at end of period	$	505.6	$	78.9

For the
Nine Months Ended
September 30,
OPERATING ACTIVITIES: 2017 2016
Net income $ 212.8
$ 214.0
Adjustments to reconcile net income to cash provided by operations:

Depreciation and amortization 241.4
238.7
Amortization of deferred costs and other 4.9
4.3
Loss (gain) on sale of assets and impairments 47.1
(0.1 )
Changes in operating assets and liabilities:

Trade and other receivables 31.2
10.0
Gas receivables and storage assets (1.3 ) —
Costs recoverable from customers 3.0
—
Other assets (4.4 ) (7.1 )
Trade and other payables (22.0 ) (27.0 )
Other payables, affiliates —
(0.1 )
Gas payables (5.4 ) 2.9
Accrued liabilities 9.5
28.7
Other liabilities (13.6 ) (10.1 )
Net cash provided by operating activities 503.2
454.2

INVESTING ACTIVITIES:

Capital expenditures (496.0 ) (432.4 )
Proceeds from sale of operating assets 63.7
0.2
Net cash used in investing activities (432.3 ) (432.2 )

FINANCING ACTIVITIES:

Proceeds from long-term debt, net of issuance cost 494.0
539.1
Repayment of borrowings from long-term debt (575.0 ) —
Proceeds from borrowings on revolving credit agreement 505.0
255.0
Repayment of borrowings on revolving credit agreement,
including financing fees
(400.0 ) (630.8 )
Principal payment of capital lease obligation (0.3 ) (0.3 )
Advances from affiliates 0.1
—
Distributions paid (76.7 ) (76.7 )
Net cash (used in) provided by financing activities (52.9 ) 86.3
Increase in cash and cash equivalents 18.0
108.3
Cash and cash equivalents at beginning of period 4.6
3.1
Cash and cash equivalents at end of period $ 22.6
$ 111.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

(Millions)

(Unaudited)

Common
Units

General
Partner

Accumulated
Other Comp
Income (Loss)
Total Equity
Balance January 1, 2016 $ 4,326.2
$ 84.8
$ (84.3 ) $ 4,326.7
Add (deduct):

Net income 209.7
4.3
—
214.0
Distributions paid (75.2 ) (1.5 ) —
(76.7 )
Other comprehensive
income, net of tax
—
—
4.1
4.1
Balance September 30, 2016 $ 4,460.7
$ 87.6
$ (80.2 ) $ 4,468.1

Balance January 1, 2017 $ 4,522.2
$ 88.8
$ (80.1 ) $ 4,530.9
Add (deduct):

Net income 208.6
4.2
—
212.8
Distributions paid (75.2 ) (1.5 ) —
(76.7 )
Other comprehensive
income, net of tax
—
—
1.2
1.2
Balance September 30, 2017 $ 4,655.6
$ 91.5
$ (78.9 ) $ 4,668.2


	Three Months Ended June 30, 2021
		Partners' Capital		Accumulated Other Comprehensive (Loss) Income		Total Partners' Capital
Balance March 31, 2021		$	5,446.4	$	(79.3)	$	5,367.1
Add:
Net income		66.8		—		66.8

Other comprehensive income, net of tax		—		0.6		0.6
Balance June 30, 2021		$	5,513.2	$	(78.7)	$	5,434.5

	Three Months Ended June 30, 2022
		Partners' Capital		Accumulated Other Comprehensive (Loss) Income		Total Partners' Capital
Balance March 31, 2022		$	5,666.9	$	(72.1)	$	5,594.8
Add:
Net income		54.8		—		54.8

Other comprehensive income, net of tax		—		0.6		0.6
Balance June 30, 2022		$	5,721.7	$	(71.5)	$	5,650.2

The accompanying notes are an integral part of these condensed consolidated financial statements.

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

(Millions)

(Unaudited)


	Six Months Ended June 30, 2021
		Partners' Capital		Accumulated Other Comprehensive (Loss) Income		Total Partners' Capital
Balance December 31, 2020		$	5,328.9	$	(79.8)	$	5,249.1
Add:
Net income		184.3		—		184.3

Other comprehensive income, net of tax		—		1.1		1.1
Balance June 30, 2021		$	5,513.2	$	(78.7)	$	5,434.5

	Six Months Ended June 30, 2022
		Partners' Capital		Accumulated Other Comprehensive (Loss) Income		Total Partners' Capital
Balance December 31, 2021		$	5,541.7	$	(72.6)	$	5,469.1
Add:
Net income		180.0		—		180.0

Other comprehensive income, net of tax		—		1.1		1.1
Balance June 30, 2022		$	5,721.7	$	(71.5)	$	5,650.2

The accompanying notes are an integral part of these condensed consolidated financial statements.

BOARDWALK PIPELINE PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Basis of Presentation

Boardwalk Pipeline Partners, LP (the ~~Partnership)~~Company) 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, which consists of integrated pipeline and storage systems for natural gas and natural gas liquids and other hydrocarbons (herein referred to together as NGLs) ~~pipeline and storage systems.~~

. As of ~~October 27, 2017,~~June 30, 2022, Boardwalk Pipelines Holding Corp. (BPHC), a ~~wholly-owned~~wholly owned subsidiary of Loews Corporation (Loews), owned ~~125.6 million~~directly or indirectly, 100% of the ~~Partnership’s common units, and, through Boardwalk GP, LP (Boardwalk GP), an indirect wholly-owned subsidiary of BPHC, holds the~~ Company's capital.

2% general partner interest and all of the incentive distribution rights (IDRs) of the Partnership. As of October 27, 2017, 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.

The accompanying unaudited condensed consolidated financial statements of the ~~Partnership were~~Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ~~(U.S.) (GAAP)~~ have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring accruals) necessary to present fairly the ~~Partnership's~~Company's financial position as of ~~September~~June 30, ~~2017~~,2022, and December 31, ~~2016, and~~2021, its results of operations, ~~and~~ comprehensive income ~~for the three and nine months ended~~ ~~September 30, 2017~~ ~~and~~ ~~2016, and changes in cash flows~~ and changes in partners' capital for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016.~~2021, and its changes in cash flows for the six months ended June 30, 2022 and 2021. Reference is made to the Notes to the Consolidated Financial Statements in the ~~Partnership's~~Company's Annual Report on Form 10-K for the year ended December 31, ~~2016 (2016~~2021 (2021 Annual Report on Form 10-K), which should be read in conjunction with these unaudited condensed consolidated financial statements. The accounting policies described in Note 2 toof Part II, Item 8. of the ~~Consolidated Financial Statements included in the 2016~~Company's 2021 Annual Report on Form 10-K are the same policies that were used in preparing the accompanying unaudited condensed consolidated financial statements.

Net income for interim periods may not necessarily be indicative of results for the full year.

Note 2:~~Asset Disposition and Impairments~~ Revenues

The Company operates in 1 reportable segment and contracts directly with end-use customers, including local distribution companies, electric power generators, exporters of liquefied natural gas and industrial users, with producers and marketers of natural gas, and with interstate and intrastate pipelines, who, in turn, provide transportation and storage services for end-users. The following table presents the Company's revenues disaggregated by type of service for the three and six months ended June 30, 2022 and 2021 (in millions):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Revenues from Contracts with Customers
Firm Service (1)	$	295.0	$	291.7	$	645.2	$	629.9
Interruptible Service	11.4		7.3		18.8		18.7
Other revenues	8.1		2.5		20.3		14.2
Total Revenues from Contracts with Customers	314.5		301.5		684.3		662.8
Other operating revenues (2)	8.4		8.4		16.5		17.1
Total Operating Revenues	$	322.9	$	309.9	$	700.8	$	679.9

~~On May 9, 2017,~~

(1)Revenues earned from contracts with minimum volume commitments (MVCs) are included in firm service given the Partnership sold its Flag City Processing Partners, LLC subsidiary, which owns the Flag City processing plant and related assets, to a third party for approximately $63.6 million, including customary adjustments. The Partnership recorded losses and impairments, reported within ~~Total Operating Costs and Expenses,~~ ~~of $47.1 million on the sale. The fair value measurements~~stand-ready nature of the ~~assets sold~~performance obligation and ~~impaired were based on Level 3 inputs under~~ the ~~fair value hierarchy.~~guaranteed nature of the fees over the contract term.

(2)Other operating revenues include certain revenues earned from operating leases, pipeline management fees and other activities that are not considered central and ongoing major business operations of the Company and do not represent revenues earned from contracts with customers.

Contract Balances

As of June 30, 2022, and December 31, 2021, the Company had receivables recorded in Trade Receivables, net from contracts with customers of $105.9 million and $126.2 million, contract assets recorded in Other Assets from contracts with a customer of $2.7 million and $2.3 million, and contract liabilities recorded in Other Current Liabilities (current portion) and Other Liabilities (noncurrent portion) from contracts with customers of $20.9 million and $19.2 million.

As of June 30, 2022, contract liabilities are expected to be recognized through 2040. Significant changes in the contract liability balances during the six months ended June 30, 2022, are as follows (in millions):


	Contract Liabilities
Balance as of December 31, 2021(1)	$	19.2
Revenues recognized that were included in the contract liability balances at the beginning of the period	(2.6)
Increases due to cash received, excluding amounts recognized as revenues during the period	4.3
Balance as of June 30, 2022(1)	$	20.9

(1)As of June 30, 2022, and December 31, 2021, $3.5 million and $3.6 million were recorded in Other Current Liabilities (current portion), and $17.4 million and $15.6 million were recorded in Other Liabilities (noncurrent portion).

Significant changes in the contract liability balances during the six months ended June 30, 2021, are as follows (in millions):


	Contract Liabilities
Balance as of December 31, 2020(1)	$	17.2
Revenues recognized that were included in the contract liability balances at the beginning of the period	(2.9)
Increases due to cash received, excluding amounts recognized as revenues during the period	4.2
Balance as of June 30, 2021(1)	$	18.5

(1)As of June 30, 2021, and December 31, 2020, $4.6 million and $4.9 million were recorded in Other Current Liabilities (current portion) and $13.9 million and $12.3 million were recorded in Other Liabilities (noncurrent portion).

Performance Obligations

The following table includes estimated operating revenues expected to be recognized in the future related to agreements that contain performance obligations that were unsatisfied as of June 30, 2022. The amounts presented primarily consist of fixed fees or MVCs which are typically recognized over time as the performance obligation is satisfied, in accordance with firm service contracts. For the Company's customers that are charged maximum tariff rates related to its Federal Energy Regulatory Commission regulated operating subsidiaries, the amounts below reflect the current tariff rate for such services for the term of the agreements; however, the tariff rates may be subject to future adjustment. The Company has elected to exclude the following from the table: (a) unsatisfied performance obligations from usage fees associated with its firm services because of the stand-ready nature of such services; and (b) consideration in contracts that is recognized in revenue as invoiced, such as for interruptible services. The estimated revenues reflected in the table may include estimated revenues that are anticipated under executed precedent transportation agreements for projects that are subject to regulatory approvals.


	In millions
	2022 (1)		2023		Thereafter		Total

Estimated revenues from contracts with customers from unsatisfied performance obligations as of June 30, 2022	$	591.5	$	1,124.5	$	6,998.5	$	8,714.5
Operating revenues which are fixed and determinable (operating leases)	12.0		24.0		177.5		213.5
Total projected operating revenues under committed firm agreements as of June 30, 2022	$	603.5	$	1,148.5	$	7,176.0	$	8,928.0

(1)The 2022 period is for the remaining six months ending December 31, 2022. For the six months ended June 30, 2022, the Company recognized $607.9 million of fixed fee revenues for the fulfillment of performance obligations.

Note 3: Gas and Liquids Stored Underground and Gas and NGLs Receivables and Payables

The operating subsidiaries of the ~~Partnership~~Company provide storage services whereby they store natural gas or NGLs on behalf of customers and also periodically hold customer gas under parking and lending (PAL) services. Since the customers retain title to the gas held by the ~~Partnership~~Company in providing these services, the ~~Partnership~~Company does not record the related gas on its ~~balance sheet.~~

Condensed Consolidated Balance Sheets.

The operating subsidiaries of the ~~Partnership~~Company also periodically lend gas to customers under PAL and ~~no-notice~~certain firm services, ~~(NNS),~~ and gas or NGLs may be owed to the operating subsidiaries as a result of transportation imbalances. As of ~~September~~June 30, ~~2017~~,2022, the amount of gas owed to the Company's operating subsidiaries ~~of the Partnership~~ due to gas imbalances and gas loaned under PAL and ~~NNS~~certain firm service agreements was approximately ~~8.8~~15.1 trillion British thermal units (TBtu). Assuming an average market price during ~~September 2017~~June 2022 of ~~$2.86~~$7.35 per million British thermal unit (MMBtu), the market value of that gas was approximately ~~$25.1 million~~.$111.0 million. As of ~~September 30, 2017, there were no outstanding NGLs imbalances owed to the operating subsidiaries. As of~~ December 31, ~~2016~~,2021, the amount of gas owed to the Company's operating subsidiaries ~~of the Partnership~~ due to gas imbalances and gas loaned under PAL and ~~NNS~~certain firm service agreements was approximately ~~13.6~~7.4 TBtu. Assuming an average market price during December 2021 of $3.59 per MMBtu, the market value of that gas was approximately $26.6 million. As of June 30, 2022, and December 31, ~~2016, the amount of NGLs~~2021, there were no outstanding NGL imbalances owed to the Company's operating ~~subsidiaries due to imbalances was less than 0.1~~

~~million barrels.~~subsidiaries. If any significant customer should have credit or financial problems resulting in a delay or failure to pay for services provided or repay the gas owed to the operating subsidiaries, it could have a material adverse effect on the ~~Partnership’s~~Company's financial condition, results of operations or cash flows.

Note 4:~~Other Comprehensive Income (OCI) and~~ Fair Value Measurements

~~OCI~~

~~The Partnership had no outstanding derivatives at September 30, 2017, and December 31, 2016, but had $5.6 million and $6.0 million of Accumulated other comprehensive income (loss)~~ ~~(AOCI)~~ related to cash flow hedges as of September 30, 2017, and December 31, 2016, which relate to settled treasury rate locks that are being amortized to earnings over the terms of the related interest payments, generally the terms of the related debt. The Partnership estimates that approximately $1.5 million of net losses from cash flow hedges reported in ~~AOCI~~ ~~as of~~ ~~September 30, 2017, are expected to be reclassified into earnings within the next twelve months.~~

~~The following table shows the components and reclassifications to net income of~~ ~~AOCI~~ ~~which is included in~~ ~~Partners' Capital~~ ~~on the Condensed Consolidated Balance Sheets for the three months ended September 30, 2017 (in millions):~~

Cash Flow Hedges
Pension and
Other
Postretirement Costs
Total
Beginning balance, July 1, 2017 $ (6.2 ) $ (73.4 ) $ (79.6 )
Reclassifications:
Interest expense 0.6
—
0.6
Pension and other postretirement benefit costs —
0.1
0.1

Ending balance, September 30, 2017 $ (5.6 ) $ (73.3 ) $ (78.9 )

Cash Flow Hedges
Pension and
Other
Postretirement Costs
Total
Beginning balance, July 1, 2016 $ (7.2 ) $ (74.2 ) $ (81.4 )
Reclassifications:
Interest expense 0.6
—
0.6
Pension and other postretirement benefit costs —
0.6
0.6

Ending balance, September 30, 2016 $ (6.6 ) $ (73.6 ) $ (80.2 )

~~The following table shows the components and reclassifications to net income of~~ ~~AOCI~~ ~~which is included in~~ ~~Partners' Capital~~ ~~on the Condensed Consolidated Balance Sheets for the nine months ended September 30, 2017 (in millions):~~

Cash Flow Hedges
Pension and
Other
Postretirement Costs
Total
Beginning balance, January 1, 2017 $ (6.0 ) $ (74.1 ) $ (80.1 )
Loss recorded in AOCI (1.5 ) —
(1.5 )
Reclassifications:
Interest expense 1.9
—
1.9
Pension and other postretirement benefit costs —
0.8
0.8

Ending balance, September 30, 2017 $ (5.6 ) $ (73.3 ) $ (78.9 )

~~The following table shows the components and reclassifications to net income of~~ ~~AOCI~~ ~~which is included in~~ ~~Partners' Capital~~ ~~on the Condensed Consolidated Balance Sheets for the nine months ended September 30, 2016 (in millions):~~

Cash Flow Hedges
Pension and
Other
Postretirement Costs
Total
Beginning balance, January 1, 2016 $ (8.4 ) $ (75.9 ) $ (84.3 )
Reclassifications:
Interest expense 1.8
—
1.8
Pension and other postretirement benefit costs —
2.3
2.3

Ending balance, September 30, 2016 $ (6.6 ) $ (73.6 ) $ (80.2 )

Financial Assets and Liabilities

The ~~following~~ methods and assumptions ~~were~~ used in estimating the fair value amounts included in the disclosures for financial assets and liabilities ~~which~~ are consistent with those disclosed in the ~~2016~~2021 Annual Report on Form ~~10-K:~~

~~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~~ ~~September 30, 2017, and~~ ~~December 31, 2016. The fair market value of the debt that is not publicly traded is based on market prices of similar debt at~~ ~~September 30, 2017, and~~ ~~December 31, 2016. The carrying amount of the Partnership's variable-rate debt at September 30, 2017, and December 31, 2016, approximated fair value.~~10-K.

The carrying amounts and estimated fair values of the ~~Partnership's~~Company's financial assets and liabilities which were not recorded at fair value on the Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2017,~~2022, and December 31, ~~2016,~~2021, were as follows (in millions):


As of June 30, 2022				Estimated Fair Value
Financial Assets	Carrying Amount			Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	505.6		$	505.6	$	—	$	—	$	505.6
Financial Liabilities
Long-term debt	$	3,532.2	(1)	$	—	$	3,409.4	$	—	$	3,409.4

(1)The carrying amount of long-term debt, of which $299.9 million is recorded in Current Liabilities, excludes a $4.9

As of September 30, 2017 Estimated Fair Value
Financial Assets Carrying Amount Level 1 Level 2 Level 3 Total
Cash and cash equivalents $ 22.6
$ 22.6
$ —
$ —
$ 22.6

Financial Liabilities

Long-term debt $ 3,586.7
⁽¹⁾
$ —
$ 3,792.1
$ —
$ 3,792.1
million long-term finance lease obligation and $5.5 million of unamortized debt issuance costs.


As of December 31, 2021				Estimated Fair Value
Financial Assets	Carrying Amount			Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	39.1		$	39.1	$	—	$	—	$	39.1
Financial Liabilities
Long-term debt	$	3,334.0	(1)	$	—	$	3,631.5	$	—	$	3,631.5

(1)The carrying amount of long-term debt excludes ~~an $8.2~~a $5.3 million long-term ~~capital~~finance lease obligation and

~~$9.2~~ $4.8 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 5: Commitments and Contingencies

Legal Proceedings and Settlements

The ~~Partnership's~~Company and its subsidiaries are parties to various legal actions arising in the normal course of business. Management believes the disposition of these outstanding legal actions, including the legal actions identified below, will not have a material impact on the ~~Partnership's~~Company's financial condition, results of operations or cash flows. ~~Refer to Note 4~~

Mishal and Berger Litigation

On May 25, 2018, plaintiffs Tsemach Mishal and Paul Berger (on behalf of themselves and the purported class, Plaintiffs) initiated a purported class action in the Court of Chancery of the ~~Consolidated Financial Statements included in Part II, Item 8~~State of Delaware (the Trial Court) against the following defendants: the Company, Boardwalk GP, LP (Boardwalk GP), Boardwalk GP, LLC and BPHC (together, Defendants), regarding the potential exercise by Boardwalk GP of its right to purchase the issued and outstanding common units of the ~~Partnership's 2016 Annual Report~~Company not already owned by Boardwalk GP or its affiliates (Purchase Right).

On June 25, 2018, Plaintiffs and Defendants entered into a Stipulation and Agreement of Compromise and Settlement, subject to the approval of the Trial Court (the Proposed Settlement). Under the terms of the Proposed Settlement, the lawsuit would be dismissed, and related claims against the Defendants would be released by the Plaintiffs, if BPHC, the sole member of the general partner of Boardwalk GP, elected to cause Boardwalk GP to exercise its Purchase Right for a cash purchase price, as determined by the Company's Third Amended and Restated Agreement of Limited Partnership, as amended (the Limited Partnership Agreement), and gave notice of such election as provided in the Limited Partnership Agreement within a period specified by the Proposed Settlement. On June 29, 2018, Boardwalk GP elected to exercise the Purchase Right and gave notice within the period specified by the Proposed Settlement. On July 18, 2018, Boardwalk GP completed the purchase of the Company's common units pursuant to the Purchase Right.

On September 28, 2018, the Trial Court denied approval of the Proposed Settlement. On February 11, 2019, a substitute verified class action complaint was filed in this proceeding, which, among other things, added Loews as a Defendant. The Defendants filed a motion to dismiss, which was heard by the Trial Court in July 2019. In October 2019, the Trial Court ruled on ~~Form 10-K~~the motion and granted a partial dismissal, with certain aspects of the case proceeding to trial. A trial was held the week of February 22, 2021, and post-trial oral arguments were held on July 14, 2021.

On November 12, 2021, the Trial Court issued a ruling in the case. The Trial Court held that Boardwalk GP breached the Limited Partnership Agreement and found that Boardwalk GP is liable to the Plaintiffs for ~~further information regarding~~approximately $690.0 million in damages, plus pre-judgment interest (approximately $166.0 million), post-judgment interest and attorneys' fees. The Trial Court's ruling and damages award was against Boardwalk GP, and not the ~~Partnership’s legal proceedings.~~Company or its subsidiaries.

~~Southeast Louisiana Flood Protection Litigation~~

The ~~Partnership~~Defendants believe that the Trial Court ruling includes factual and ~~its subsidiary,~~ legal errors. Therefore, on January 3, 2022, the Defendants appealed the Trial Court's ruling to the Supreme Court of the State of Delaware (the Supreme Court). On January 17, 2022, the Plaintiffs filed a cross-appeal to the Supreme Court contesting the calculation of damages by the Trial Court. Oral arguments have been set for this case on September 14, 2022.

City of New Orleans Litigation

Gulf South Pipeline Company, ~~LP,~~LLC (Gulf South), along with ~~approximately 100~~several other energy companies operating in Southern Louisiana, ~~have~~has been named as ~~defendants~~a defendant in a petition for damages and injunctive relief in state district court for Orleans Parish, Louisiana, (Case No. ~~13-6911)~~19-3466) by the ~~Board~~City of ~~Commissioners of the Southeast Louisiana Flood Protection Authority - East (Flood Protection Authority).~~New Orleans. 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.~~on March 29, 2019. The lawsuit claims include, among other things, negligence, strict liability, ~~public~~ nuisance ~~private nuisance,~~and breach of contract, ~~and breach of the natural servitude of drain against the defendants,~~ alleging that the ~~defendants’~~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.~~City of New Orleans. In ~~addition to attorney fees and unspecified monetary damages,~~October 2020, this case was stayed pending the ~~lawsuit seeks abatement and restoration~~outcome 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 casea consolidated appeal to the ~~U.S.~~5th Circuit Court of Appeals ~~for~~in a similar case. On August 5, 2021, the ~~Fifth~~5th Circuit ~~in May 2015 (Case No. 15-CV-30162). On March 3, 2017, the U.S.~~ Court of Appeals ~~for~~ruled in favor of the ~~Fifth Circuit upheld~~oil-and-gas defendants in that consolidated appeal, finding that the ~~Court’s dismissal. On April 12, 2017,~~two cases being appealed should be re-examined in federal district court since they involve operations that were federally overseen at the ~~Fifth Circuit denied~~time. The ruling reverses a previous decision that allowed the ~~Flood Protection Authorities' Petition for Rehearing En Banc. On July 11, 2017,~~cases to be heard in state court, which the plaintiffs ~~filed~~had sought. As a ~~writ of certiorari with the United States Supreme Court to review the case.~~

~~Settlements and Insurance Proceeds~~

~~In the second quarter 2016, the Partnership received $12.7 million in cash from the settlement of a legal claim 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 September 30, 2017, and December 31, 2016, the Partnership had an accrued liability of approximately $5.1 million and $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 estimateresult of the ~~undiscounted future obligations based on evaluations and discussions with counsel and operating personnel and~~5th Circuit Court of Appeals' decision, it is anticipated that this case will be reviewed in federal district court to determine whether the current facts and circumstances related to these matters. The related expenditures are expected to occur over the next five years. As of September 30, 2017, and December 31, 2016, $1.1 million and $1.7 million were recordedcase should be heard in ~~Other current liabilities~~ ~~and $4.0 million and $3.3 million were recorded in~~ ~~Other Liabilities and Deferred Credits~~.that court.

Commitments for Construction

The ~~Partnership’s~~Company'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~~As of June 30, 2022, the commitments ~~as of September 30, 2017,~~ were approximately ~~$248.1~~$125.2 million, all of which are expected to be settled within the next twelve months.

There were no substantial changes to the Partnership’s operating lease commitments, pipeline capacity agreements or capital lease obligation disclosed in Notes 4 and 10 to the Partnership’s 2016 Annual Report on Form 10-K.

~~Note 6:~~ ~~Cash Distributions and Net Income per Unit~~

~~Cash Distributions~~

In the third quarters 2017 and 2016, the Partnership declared and paid quarterly distributions to its common unitholders of record of $0.10 per common unit and an amount to the general partner on behalf of its 2% general partner interest. In October 2017, 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. 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. 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 on a pro rata basis. Net income per unit is calculated based on the weighted-average number of units outstanding for the period.

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 three months ended September 30, 2017 (in millions, except per unit data):

Total
Common
Units

General Partner
and IDRs
Net income $ 69.8

Declared distribution 25.5
$ 25.0
$ 0.5
Assumed allocation of undistributed net loss 44.3
43.4
0.9
Assumed allocation of net income attributable to limited
partner unitholders and general partner $ 69.8
$ 68.4
$ 1.4
Weighted-average units outstanding 250.3

Net income per unit $ 0.27

Total
Common
Units

General Partner
and IDRs
Net income $ 47.3

Declared distribution 25.5
$ 25.0
$ 0.5
Assumed allocation of undistributed net income 21.8
21.4
0.4
Assumed allocation of net income attributable to limited
partner unitholders and general partner $ 47.3
$ 46.4
$ 0.9
Weighted-average units outstanding
250.3

Net income per unit
$ 0.19

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 nine months ended September 30, 2017 (in millions, except per unit data):

Total
Common
Units

General Partner
and IDRs
Net income $ 212.8

Declared distribution 76.6
$ 75.1
$ 1.5
Assumed allocation of undistributed net income 136.2
133.5
2.7
Assumed allocation of net income attributable to limited
partner unitholders and general partner $ 212.8
$ 208.6
$ 4.2
Weighted-average units outstanding 250.3

Net income per unit $ 0.83

Total
Common
Units

General Partner
and IDRs
Net income $ 214.0

Declared distribution 76.6
$ 75.1
$ 1.5
Assumed allocation of undistributed net income 137.4
134.7
2.7
Assumed allocation of net income attributable to limited
partner unitholders and general partner $ 214.0
$ 209.8
$ 4.2
Weighted-average units outstanding
250.3

Net income per unit
$ 0.84

Note 6: Financing

~~Note 7:~~
~~Financing~~

Notes and Debentures

As of ~~September~~June 30, ~~2017,~~2022, and December 31, ~~2016,~~2021, the ~~Partnership~~Company had principal amounts of notes and debentures outstanding of ~~$3.3~~$3.6 billion and $3.4 billion, with weighted-average interest rates of ~~5.18%~~4.72% and ~~5.46%~~4.84%, of which $300.0 million of the aggregate principal amount was recorded in Current Liabilities.

For the six months ended June 30, 2022, the Company completed the following debt issuance (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
February 2022	Boardwalk Pipelines	$	500.0	$	5.0	$	495.0	(1)	3.60%	September 1, 2032	March 1 and September 1

(1)The net proceeds of this offering were used to retire the outstanding $300.0 million aggregate principal amount of Gulf South 4.00% notes due June 2022 on March 21, 2022, to fund growth capital expenditures and for general partnership purposes.

The indentures governing the notes and debentures have restrictive covenants which provide that, with certain exceptions, neither the ~~Partnership~~Company 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~~Company's debt obligations are unsecured. ~~At September~~As of June 30, ~~2017,~~2022, Boardwalk Pipelines and its operating subsidiaries were in compliance with their debt covenants.

~~The Partnership has included $185.0 million~~Revolving Credit Facility

As of ~~notes which mature in less than one year as long-term debt on its Condensed Consolidated Balance Sheet as~~June 30, 2022, and December 31, 2021, the Company had no outstanding borrowings and all of ~~September 30, 2017. The Partnership has~~ the ~~intent and the ability to refinance the notes through the~~$1.0 billion available borrowing capacity under its revolving credit ~~facility as of September 30, 2017.~~facility. The ~~Partnership expects to retire these notes at their maturity.~~

~~Issuance of Notes~~

~~For the nine months ended September 30, 2017 and 2016, 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

(1) The net proceeds of this offering were used to retire the outstanding $275.0 million aggregate principal amount of Gulf South's 6.30% notes due 2017 (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 Boardwalk Pipelines 5.875% notes due 2016 and the outstanding $300.0 million aggregate principal amount of Boardwalk Pipelines 5.50% notes due 2017 at their maturity.

~~Revolving Credit Facility~~

Outstanding borrowings under the Partnership’s revolving credit facility as of September 30, 2017, and December 31, 2016, were $285.0 million and $180.0 million, with weighted-average borrowing rates of 2.49% and 1.96%. The PartnershipCompany and its subsidiaries were in compliance with all covenant requirements under ~~the~~its revolving credit facility as of ~~September~~June 30, ~~2017. In July 2017,~~2022.

On June 30, 2022, the ~~Partnership extended~~Company entered into Amendment No. 4 to Third Amended and Restated Revolving Credit

Agreement, which amended the Third Amended and Restated Revolving Credit Agreement, dated May 26, 2015, to (i) extend 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,~~2026, to May ~~26, 2022.~~

~~Subordinated Loan Agreement with Affiliate~~

27, 2027, while preserving the two one-year extensions that can be exercised at the Company's election, and (ii) complete a full transition to interest rates based on the term Secured Overnight Financing Rate (term SOFR) for various interest periods plus a flat 10 basis point credit spread adjustment across all available interest periods.

~~The Partnership has in place a Subordinated Loan Agreement with BPHC (Subordinated Loan) under which the Partnership can borrow up to $300.0 million through~~ ~~December 31, 2018. Through the date of this Report, the Partnership had no outstanding borrowings under the Subordinated Loan.~~

Note 7: Employee Benefits

~~Note 8:~~
~~Employee Benefits~~

Defined Benefit Retirement Plans (Retirement Plans) and Postretirement Benefits Other Than Pension (PBOP)

Components of net periodic benefit cost for both the Retirement Plans and PBOP for the three months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, were as follows (in millions):

Retirement Plans PBOP
For the
Three Months Ended
September 30, For the
Three Months Ended
September 30,
2017 2016 2017 2016
Service cost $ 0.8
$ 0.9
$ —
$ 0.1
Interest cost 1.2
1.2
0.4
0.5
Expected return on plan assets (2.0 ) (2.0 ) (1.1 ) (1.2 )
Amortization of prior service credit —
—
—
(0.2 )
Amortization of unrecognized net loss 0.4
0.6
—
—
Settlement charge 0.4
0.7
—
—
Net periodic benefit cost $ 0.8
$ 1.4
$ (0.7 ) $ (0.8 )


	Retirement Plans				PBOP
	For the Three Months Ended June 30,				For the Three Months Ended June 30,
	2022		2021		2022		2021
Service cost	$	0.7	$	0.7	$	—	$	—
Interest cost	0.5		0.4		0.2		0.2
Expected return on plan assets	(1.5)		(1.5)		(0.5)		(0.7)

Amortization of unrecognized net loss	—		0.3		—		—
Settlement charge	0.9		0.5		—		—
Regulatory asset decrease	0.8		—		—		—
Net periodic benefit cost	$	1.4	$	0.4	$	(0.3)	$	(0.5)

Components of net periodic benefit cost for both the Retirement Plans and PBOP for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~,2021, were as follows (in millions):


	Retirement Plans				PBOP
	For the Six Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Service cost	$	1.3	$	1.4	$	—	$	—
Interest cost	1.1		0.9		0.4		0.4
Expected return on plan assets	(3.0)		(3.1)		(0.9)		(1.3)

Amortization of unrecognized net loss	—		0.6		—		—
Settlement charge	1.6		0.9		—		—
Regulatory asset decrease	1.5		—		—		—
Net periodic benefit cost	$	2.5	$	0.7	$	(0.5)	$	(0.9)

Retirement Plans PBOP
For the
Nine Months Ended
September 30, For the
Nine Months Ended
September 30,
2017 2016 2017 2016
Service cost $ 2.6
$ 2.7
$ 0.1
$ 0.3
Interest cost 3.5
3.6
1.2
1.5
Expected return on plan assets (5.9 ) (6.0 ) (3.3 ) (3.6 )
Amortization of prior service credit —
—
—
(0.7 )
Amortization of unrecognized net loss 1.3
1.8
—
—
Settlement charge 1.5
2.7
—
—
Net periodic benefit cost $ 3.0
$ 4.8
$ (2.0 ) $ (2.5 )

~~The Partnership contributed $3.0~~During the six months ended June 30, 2022, the Company made $1.9 million in contributions to the defined benefit pension plan and expects to fund an additional $1.1 million in the ~~third quarter 2017.~~remainder of 2022.

Defined Contribution ~~Plans~~

Plan

Texas Gas Transmission, LLC employees hired on or after November 1, 2006, and all other employees of the ~~Partnership~~Company are provided retirement benefits under a defined contribution ~~money purchase plan. The Partnership~~plan, which also provides 401(k) plan benefits to its ~~employees.~~participants. Costs related to the ~~Partnership’s~~Company's defined contribution ~~plans~~plan were ~~$2.7~~$3.1 million for each of the three months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, and ~~$8.1~~$6.1 million and ~~$7.8~~$6.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and 2021.

~~2016~~.

Note 9: 8: Related Party Transactions

Loews provides a variety of corporate services to the ~~Partnership~~Company under service agreements, including ~~but not limited to,~~ information technology, tax, risk management, internal audit and corporate development services and ~~also~~ charges the ~~Partnership~~Company for allocated overheads. The ~~Partnership~~Company incurred charges related to these services of ~~$1.7~~$0.9 million and ~~$1.8~~$1.3 million for the three months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, and ~~$5.0~~$1.8 million and ~~$5.3~~$2.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016.~~

2021, which were recorded in Administrative and General on the Condensed Consolidated Statements of Income.

Distributions paid related to limited partner units held by BPHC and the 2% general partner interest held by Boardwalk GP were $13.1 million and $13.2 million for the three months ended September 30, 2017 and 2016, and ~~$39.2 million~~ ~~and $39.5 million for the nine months ended~~ ~~September 30, 2017~~ ~~and~~ ~~2016~~.

Note ~~10:~~ 9: Supplemental Disclosure of Cash Flow Information (in millions):


	For the Six Months Ended June 30,
	2022		2021
Cash paid during the period for:
Interest (net of amount capitalized)	$	73.8	$	76.6
Non-cash adjustments:
Accounts payable and property, plant and equipment	32.3		43.4

For the
Nine Months Ended
September 30,
2017 2016
Cash paid during the period for:
Interest (net of amount capitalized) $ 125.8
$ 122.3
Non-cash adjustments:
Accounts payable and property, plant and equipment 66.6
81.0

~~Note 11:~~ ~~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), (ASU 2014-09) 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. ASU 2014-09 also requires disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. The amendments may be applied retrospectively to each prior period presented, or retrospectively with the cumulative effect recognized as of the date of initial application. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. The Partnership has substantially completed a review of its contracts with customers in relation to the requirements of ASU 2014-09, and has tentatively concluded that the implementation of ASU 2014-09 will not have a material impact on the timing or amount of revenue recognized for most of its contracts. The Partnership intends to apply ASU 2014-09 to its financial statements retrospectively with the cumulative effect of implementation recognized as of January 1, 2018.

~~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 12:~~ ~~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 September 30, 2017, and December 31, 2016. Note 7 contains additional information regarding the Partnership's debt and related covenants.

~~The Partnership has provided the following condensed consolidating financial information in accordance with Regulation S-X Rule 3-10,~~ ~~Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered~~.

~~Condensed Consolidating Balance Sheets as of September 30, 2017~~

~~(Millions)~~

Assets
Parent
Guarantor

Subsidiary
Issuer
Non-guarantor Subsidiaries Eliminations Consolidated Boardwalk Pipeline Partners, LP
Cash and cash equivalents $ 0.4
$ 15.1
$ 7.1
$ —
$ 22.6
Receivables —
—
108.2
—
108.2
Receivables - affiliate —
—
6.9
(6.9 ) —
Gas and liquids stored underground —
—
5.6
—
5.6
Prepayments 0.4
—
19.4
—
19.8
Advances to affiliates —
1.4
22.4
(23.8 ) —
Other current assets —
—
8.2
(1.2 ) 7.0
Total current assets 0.8
16.5
177.8
(31.9 ) 163.2
Investment in consolidated subsidiaries 2,602.8
6,665.8
—
(9,268.6 ) —
Property, plant and equipment, gross 0.6
—
10,674.1
—
10,674.7
Less–accumulated depreciation
and amortization
0.6
—
2,542.5
—
2,543.1
Property, plant and equipment, net —
—
8,131.6
—
8,131.6
Advances to affiliates – noncurrent 2,082.4
886.4
373.4
(3,342.2 ) —
Other noncurrent assets —
3.4
464.1
(0.2 ) 467.3
Total other assets 2,082.4

889.8

837.5

(3,342.4 )
467.3

Total Assets $ 4,686.0
$ 7,572.1
$ 9,146.9
$ (12,642.9 ) $ 8,762.1

Liabilities and Partners' Capital
Parent
Guarantor

Subsidiary
Issuer
Non-guarantor Subsidiaries Eliminations Consolidated Boardwalk Pipeline Partners, LP
Payables $ 0.1
$ 0.2
$ 87.6
$ —
$ 87.9
Payable to affiliates 1.5
—
6.9
(6.9 ) 1.5
Advances from affiliates —
22.4
1.4
(23.8 ) —
Other current liabilities 0.2
29.9
174.6
(1.4 ) 203.3
Total current liabilities 1.8
52.5
270.5
(32.1 ) 292.7
Long-term debt and capital lease
obligation
—
2,461.0
1,124.7
—
3,585.7
Payable to affiliate - noncurrent 16.0
—
—
—
16.0
Advances from affiliates - noncurrent —
2,455.8
886.4
(3,342.2 ) —
Other noncurrent liabilities —
—
199.5
—
199.5
Total other liabilities and deferred
credits
16.0
2,455.8
1,085.9
(3,342.2 ) 215.5
Total partners' capital 4,668.2
2,602.8
6,665.8
(9,268.6 ) 4,668.2

Total Liabilities and Partners' Capital $ 4,686.0

$ 7,572.1

$ 9,146.9

$ (12,642.9 )
$ 8,762.1

~~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 Three Months Ended September 30, 2017~~

~~(Millions)~~

Parent
Guarantor

Subsidiary
Issuer
Non-guarantor Subsidiaries Eliminations Consolidated Boardwalk Pipeline Partners, LP
Operating Revenues:
Transportation $ —
$ —
$ 295.4
$ (22.5 ) $ 272.9
Parking and lending —
—
4.3
—
4.3
Storage —
—
18.9
—
18.9
Other —
—
4.4
—
4.4
Total operating revenues —
—
323.0
(22.5 ) 300.5

Operating Costs and Expenses:

Fuel and transportation —
—
31.5
(22.5 ) 9.0
Operation and maintenance —
—
49.0
—
49.0
Administrative and general (0.3 ) —
26.6
—
26.3
Other operating costs and expenses 0.4
—
105.0
—
105.4
Total operating costs and expenses 0.1
—
212.1
(22.5 ) 189.7
Operating (loss) income (0.1 ) —
110.9
—
110.8

Other Deductions (Income):

Interest expense —
32.2
8.8
—
41.0
Interest (income) expense - affiliates, net (12.4 ) 11.0
1.4
—
—
Equity in earnings of subsidiaries (57.5 ) (100.7 ) —
158.2
—
Miscellaneous other income, net —
—
(0.3 ) —
(0.3 )
Total other (income) deductions (69.9 ) (57.5 ) 9.9
158.2
40.7

Income (loss) before income taxes 69.8
57.5
101.0
(158.2 ) 70.1
Income taxes —
—
0.3
—
0.3
Net income (loss) $ 69.8
$ 57.5
$ 100.7
$ (158.2 ) $ 69.8

~~Condensed Consolidating Statements of Income for the Three Months Ended September 30, 2016~~

~~(Millions)~~

Parent
Guarantor

Subsidiary
Issuer
Non-guarantor Subsidiaries Eliminations Consolidated Boardwalk Pipeline Partners, LP
Operating Revenues:
Transportation $ —
$ —
$ 281.9
$ (22.3 ) $ 259.6
Parking and lending —
—
5.1
(0.2 ) 4.9
Storage —
—
23.4
—
23.4
Other —
—
15.4
—
15.4
Total operating revenues —
—
325.8
(22.5 ) 303.3

Operating Costs and Expenses:

Fuel and transportation —
—
41.6
(22.5 ) 19.1
Operation and maintenance —
—
52.1
—
52.1
Administrative and general —
—
34.4
—
34.4
Other operating costs and expenses 0.1
—
103.9
—
104.0
Total operating costs and expenses 0.1
—
232.0
(22.5 ) 209.6
Operating (loss) income (0.1 ) —
93.8
—
93.7

Other Deductions (Income):

Interest expense —
34.6
13.8
—
48.4
Interest (income) expense - affiliates, net (9.7 ) 11.7
(2.0 ) —
—
Interest income —
—
(0.1 ) —
(0.1 )
Equity in earnings of subsidiaries (37.7 ) (84.0 ) —
121.7
—
Miscellaneous other income, net —
—
(1.9 ) —
(1.9 )
Total other (income) deductions (47.4 ) (37.7 ) 9.8
121.7
46.4

Income (loss) before income taxes 47.3
37.7
84.0
(121.7 ) 47.3
Income taxes —
—
—
—
—
Net income (loss) $ 47.3
$ 37.7
$ 84.0
$ (121.7 ) $ 47.3

~~Condensed Consolidating Statements of Income for the~~ ~~Nine Months EndedSeptember 30, 2017~~

~~(Millions)~~

Parent
Guarantor

Subsidiary
Issuer
Non-guarantor Subsidiaries Eliminations Consolidated Boardwalk Pipeline Partners, LP
Operating Revenues:
Transportation $ —
$ —
$ 936.5
$ (66.3 ) $ 870.2
Parking and lending —
—
17.8
(0.2 ) 17.6
Storage —
—
62.2
—
62.2
Other —
—
35.1
—
35.1
Total operating revenues —
—
1,051.6
(66.5 ) 985.1

Operating Costs and Expenses:

Fuel and transportation —
—
109.2
(66.5 ) 42.7
Operation and maintenance —
—
141.0
—
141.0
Administrative and general (0.3 ) —
95.4
—
95.1
Other operating costs and expenses 0.5
—
363.0
—
363.5
Total operating costs and expenses 0.2
—
708.6
(66.5 ) 642.3
Operating (loss) income (0.2 ) —
343.0
—
342.8

Other Deductions (Income):

Interest expense —
97.6
33.5
—
131.1
Interest (income) expense - affiliates, net (34.6 ) 30.1
4.5
—
—
Interest income —
(0.2 ) (0.1 ) —
(0.3 )
Equity in earnings of subsidiaries (178.4 ) (305.9 ) —
484.3
—
Miscellaneous other income, net —
—
(1.7 ) —
(1.7 )
Total other (income) deductions (213.0 ) (178.4 ) 36.2
484.3
129.1

Income (loss) before income taxes 212.8
178.4
306.8
(484.3 ) 213.7
Income taxes —
—
0.9
—
0.9
Net income (loss) $ 212.8
$ 178.4
$ 305.9
$ (484.3 ) $ 212.8

~~Condensed Consolidating Statements of Income for the~~ ~~Nine Months EndedSeptember 30, 2016~~

~~(Millions)~~

Parent
Guarantor

Subsidiary
Issuer
Non-guarantor Subsidiaries Eliminations Consolidated Boardwalk Pipeline Partners, LP
Operating Revenues:
Transportation $ —
$ —
$ 901.0
$ (65.7 ) $ 835.3
Parking and lending —
—
14.6
(1.2 ) 13.4
Storage —
—
68.0
—
68.0
Other —
—
37.9
—
37.9
Total operating revenues —
—
1,021.5
(66.9 ) 954.6

Operating Costs and Expenses:

Fuel and transportation —
—
117.9
(66.9 ) 51.0
Operation and maintenance —
—
143.8
—
143.8
Administrative and general 0.1
—
104.5
—
104.6
Other operating costs and expenses 0.3
—
310.3
—
310.6
Total operating costs and expenses 0.4
—
676.5
(66.9 ) 610.0
Operating (loss) income (0.4 ) —
345.0
—
344.6

Other Deductions (Income):

Interest expense —
91.1
45.3
—
136.4
Interest (income) expense - affiliates, net (27.6 ) 35.2
(7.6 ) —
—
Interest income —
—
(0.3 ) —
(0.3 )
Equity in earnings of subsidiaries (187.0 ) (313.3 ) —
500.3
—
Miscellaneous other deductions
(income), net
0.2
—
(6.1 ) —
(5.9 )
Total other (income) deductions (214.4 ) (187.0 ) 31.3
500.3
130.2

Income (loss) before income taxes 214.0
187.0
313.7
(500.3 ) 214.4
Income taxes —
—
0.4
—
0.4
Net income (loss) $ 214.0
$ 187.0
$ 313.3
$ (500.3 ) $ 214.0

~~Condensed Consolidating Statements of Comprehensive Income for the Three Months Ended September 30, 2017~~

~~(Millions)~~

Parent
Guarantor

Subsidiary
Issuer
Non-guarantor Subsidiaries Eliminations Consolidated Boardwalk Pipeline Partners, LP
Net income (loss) $ 69.8
$ 57.5
$ 100.7
$ (158.2 ) $ 69.8
Other comprehensive income (loss):

Reclassification adjustment transferred
to Net income from cash flow hedges
0.6
0.6
0.2
(0.8 ) 0.6
Pension and other postretirement
benefit costs
0.1
0.1
0.1
(0.2 ) 0.1
Total Comprehensive Income (Loss) $ 70.5
$ 58.2
$ 101.0
$ (159.2 ) $ 70.5

~~Condensed Consolidating Statements of Comprehensive Income for the Three Months Ended September 30, 2016~~

~~(Millions)~~

Parent
Guarantor

Subsidiary
Issuer
Non-guarantor Subsidiaries Eliminations Consolidated Boardwalk Pipeline Partners, LP
Net income (loss) $ 47.3
$ 37.7
$ 84.0
$ (121.7 ) $ 47.3
Other comprehensive income (loss):

Reclassification adjustment transferred
to Net income from cash flow hedges
0.6
0.6
0.2
(0.8 ) 0.6
Pension and other postretirement
benefit costs
0.6
0.6
0.6
(1.2 ) 0.6
Total Comprehensive Income (Loss) $ 48.5
$ 38.9
$ 84.8
$ (123.7 ) $ 48.5

~~Condensed Consolidating Statements of Comprehensive Income for the~~ ~~Nine Months EndedSeptember 30, 2017~~

~~(Millions)~~

Parent
Guarantor

Subsidiary
Issuer
Non-guarantor Subsidiaries Eliminations Consolidated Boardwalk Pipeline Partners, LP
Net income (loss) $ 212.8
$ 178.4
$ 305.9
$ (484.3 ) $ 212.8
Other comprehensive income (loss):

Loss on cash flow hedge (1.5 ) (1.5 ) —
1.5
(1.5 )
Reclassification adjustment transferred
to Net income from cash flow hedges
1.9
1.9
0.5
(2.4 ) 1.9
Pension and other postretirement
benefit costs
0.8
0.8
0.8
(1.6 ) 0.8
Total Comprehensive Income (Loss) $ 214.0
$ 179.6
$ 307.2
$ (486.8 ) $ 214.0

~~Condensed Consolidating Statements of Comprehensive Income for the~~ ~~Nine Months EndedSeptember 30, 2016~~

~~(Millions)~~

Parent
Guarantor

Subsidiary
Issuer
Non-guarantor Subsidiaries Eliminations Consolidated Boardwalk Pipeline Partners, LP
Net income (loss) $ 214.0
$ 187.0
$ 313.3
$ (500.3 ) $ 214.0
Other comprehensive income (loss):

Reclassification adjustment transferred
to Net income from cash flow hedges
1.8
1.8
0.6
(2.4 ) 1.8
Pension and other postretirement
benefit costs
2.3
2.3
2.3
(4.6 ) 2.3
Total Comprehensive Income (Loss) $ 218.1
$ 191.1
$ 316.2
$ (507.3 ) $ 218.1

~~Condensed Consolidating Statements of Cash Flow for the~~ ~~Nine Months EndedSeptember 30, 2017~~

~~(Millions)~~

Parent
Guarantor

Subsidiary
Issuer
Non-guarantor Subsidiaries Eliminations Consolidated Boardwalk Pipeline Partners, LP
Net cash provided by (used in)
    operating activities
$ 33.8
$ (117.0 ) $ 586.4
$ —
$ 503.2

INVESTING ACTIVITIES:

Capital expenditures —
—
(496.0 ) —
(496.0 )
Proceeds from sale of operating assets —
—
63.7
—
63.7
Advances to affiliates, net 42.6
(398.5 ) (377.4 ) 733.3
—
Net cash provided by (used in)
    investing activities
42.6
(398.5 ) (809.7 ) 733.3
(432.3 )

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
—
—
505.0
—
505.0
Repayment of borrowings on revolving
    credit agreement
—
—
(400.0 ) —
(400.0 )
Principal payment of capital lease
    obligation
—
—
(0.3 ) —
(0.3 )
Advances from affiliates, net 0.1
334.8
398.5
(733.3 ) 0.1
Distributions paid (76.7 ) —
—
—
(76.7 )
Net cash (used in) provided by
    financing activities
(76.6 ) 528.8
228.2
(733.3 ) (52.9 )

(Decrease) increase in cash and cash
equivalents
(0.2 ) 13.3
4.9
—
18.0
Cash and cash equivalents at
beginning of period
0.6
1.8
2.2
—
4.6
Cash and cash equivalents at
    end of period
$ 0.4
$ 15.1
$ 7.1
$ —
$ 22.6

~~Condensed Consolidating Statements of Cash Flow for the~~ ~~Nine Months EndedSeptember 30, 2016~~

~~(Millions)~~

Parent
Guarantor

Subsidiary
Issuer
Non-guarantor Subsidiaries Eliminations Consolidated Boardwalk Pipeline Partners, LP
Net cash provided by (used in)
    operating activities
$ 27.3
$ (108.3 ) $ 535.2
$ —
$ 454.2

INVESTING ACTIVITIES:

Capital expenditures —
—
(432.4 ) —
(432.4 )
Proceeds from sale of operating assets —
—
0.2
—
0.2
Advances to affiliates, net 49.7
(16.8 ) 256.5
(289.4 ) —
Net cash provided by (used in)
    investing activities
49.7
(16.8 ) (175.7 ) (289.4 ) (432.2 )

FINANCING ACTIVITIES:

Proceeds from long-term debt, net of
    issuance cost
—
539.1
—
—
539.1
Proceeds from borrowings on revolving
    credit agreement
—
—
255.0
—
255.0
Repayment of borrowings on revolving
    credit agreement, including financing fees
—
(0.8 ) (630.0 ) —
(630.8 )
Principal payment of capital lease
    obligation
—
—
(0.3 ) —
(0.3 )
Advances from affiliates, net —
(306.2 ) 16.8
289.4
—
Distributions paid (76.7 ) —
—
—
(76.7 )
Net cash (used in) provided by
    financing activities
(76.7 )
232.1

(358.5 )
289.4

86.3

Increase in cash and cash
    equivalents
0.3
107.0
1.0
—
108.3
Cash and cash equivalents at
    beginning of period
—
0.3
2.8
—
3.1
Cash and cash equivalents at
    end of period
$ 0.3
$ 107.3
$ 3.8
$ —
$ 111.4

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our accompanying interim condensed consolidated financial statements and related notes, included elsewhere in this report, and prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), and our consolidated financial statements, related notes, Management's Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, ~~2016 (2016~~2021 (2021 Annual Report on Form 10-K).

~~Firm Transportation Contracts and Growth Projects~~

~~Each year a~~We operate in the midstream portion of ~~our firm transportation agreements expire and need to be renewed or replaced. In~~ the third quarter 2017, we executed an agreement regarding capacity on our Fayetteville and Greenville Laterals with Southwestern Energy Company (Southwestern), the largest customer on those Laterals. The agreement, which remains subject to Federal Energy Regulatory Commission approval, reduces contracted volumes (or the amount of capacity under contract) on our Fayetteville Lateral for the remaining contract term and commits Southwestern to new firm transportation agreements on our Fayetteville and Greenville Laterals that begin January 1, 2021, some of which expire on December 31, 2030, and to an interim agreement on the Greenville Lateral from April 2019 through 2020. The agreement also provides us the opportunity to transport natural gas ~~produced from committed properties in the Fayetteville~~ and Moorefield shales that are connected to our Fayetteville Lateral through 2030. Although the transaction will result in a reduction of firm transportation reservation revenues of approximately $70.0 million from 2017 to 2020, including reductions in 2018 and 2019 of approximately $44.0 million and $15.0 million, it provides longer-term revenue generation by adding ten-years of firm transportation service commitments on both Laterals and offers additional commodity fee revenue upside from Southwestern’s volume commitment.

The table below shows the approximate projected revenues for 2017 and 2018 from capacity reservation and minimum bill charges under committed firm transportation agreements in place as of September 30, 2017, updated from the amounts disclosed in our 2016 Form 10-K for the Southwestern transaction discussed above, the second quarter 2017 sale of our Flag City processing plant and related assets discussed below and contracts entered into since December 31, 2016. The table does not include additional revenues we have recognized and may receive under firm transportation agreements based on actual utilization of the contracted pipeline capacity, any expected revenues for periods after the expiration dates of the existing agreements, execution of precedent agreements associated with growth projects or other events that occurred or will occur subsequent to September 30, 2017.

As of September 30, 2017
(in millions)
2017 2018
Projected revenues under committed firm transportation
agreements as reported in our 2016 Annual Report on Form 10-K
$ 1,055.0
$ 975.0
Adjustments for:
Contract restructuring (7.0 ) (44.0 )
Sale of Flag City processing plant and related assets (5.0 ) (8.0 )
Firm transportation agreements entered into in 2017 17.0
32.0
Updated projected revenues under committed firm transportation
agreements as of September 30, 2017
$ 1,060.0
$ 955.0

In the 2018 to 2020 timeframe, the agreements associated with our East Texas Pipeline, Southeast Expansion, Gulf Crossing Pipeline and Fayetteville and Greenville Laterals, which were placed into service in 2008 and 2009, will expire. These projects were large, new pipeline expansions, developed to serve growing production in Texas, Oklahoma, Arkansas and Louisiana and anchored primarily by ten-year firm transportation agreements with producers. Since our expansion projects went into service, gas production from the Utica and Marcellus area in the Northeast has grown significantly and has altered the flow patterns of natural gas ~~in North America. Over the last few years, gas production from~~liquids and other ~~basins such as Barnett~~hydrocarbons industry, providing transportation and ~~Fayetteville, which primarily supported two of our expansions, has declined because the production economics in~~storage for those basins are not as competitive as other production basins, such as Utica and Marcellus. These market dynamics have resulted in less production from certain basins tied to our system and a narrowing of basis differentials across portions of our pipeline systems, primarily for capacity associated with natural gas flows from west to east. Total revenues generated from the expansion project capacity could be materially lower when these contracts expire, for example, as discussed above for the Southwestern agreements. We continue to focus ourcommodities.

marketing efforts on enhancing the value of the remaining expansion capacity and we are working with customers to match gas supplies from various basins to new and existing customers and markets, including aggregating supplies at key locations along our pipelines to provide end-use customers with attractive and diverse supply options.

Partly as a result of the increase in overall gas supplies, demand markets, primarily in the Gulf Coast area, are growing due to new natural gas export facilities, power plants, petrochemical facilities and increased exports to Mexico. These developments have resulted in significant growth projects for us, several of which we placed into service over the past twelve months. We have an additional $1.2 billion of growth projects under development that are expected to be placed into service through 2020, and through September 30, 2017, we have invested $555.6 million of capital in these projects. These new projects have lengthy planning and construction periods. As a result, these projects will not contribute to our earnings and cash flows until they are placed into service over the next several years.

Results of Operations

~~On May 9, 2017, we sold~~Note 2 in Part II, Item 8. of our ~~Flag City Processing Partners, LLC subsidiary,~~2021 Annual Report on Form 10-K contains a summary of our revenues and the related revenue recognition policies. A significant portion of our revenues are fee-based, being derived from capacity reservation charges under firm agreements with customers, which ~~owns~~do not vary significantly period to period, but are impacted by longer-term trends in our business such as changes in pricing on contract renewals and other factors. Our operating costs and expenses do not vary significantly based upon the ~~Flag City processing plant~~amount of products transported, with the exception of costs recorded in Fuel and ~~related assets,~~transportation expense, which are netted with fuel retained on our Condensed Consolidated Statements of Income.

We use earnings before interest, income taxes, depreciation and amortization (EBITDA), a non-GAAP measure, as a financial measure to ~~a third party for approximately $63.6 million, including customary adjustments.~~assess our operating and financial performance and return on invested capital. We ~~recorded losses and impairments, reported within~~ ~~Total Operating Costs and Expenses,~~ ~~of $47.1 million on the sale.~~believe that some investors may find this measure useful in evaluating our performance.

~~Results of Operations for~~For the ~~Three~~Six Months Ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021

Our net income for the ~~three~~six months ended ~~September~~June 30, ~~2017, increased $22.5~~2022, decreased $4.3 million, or ~~48%~~2%, to ~~$69.8~~$180.0 million compared to ~~$47.3~~$184.3 million for the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2021. Our EBITDA for the six months ended June 30, 2022, increased $7.6 million to $456.2 million as compared to the comparable 2021 period. Our net income and EBITDA changed primarily due to the factors discussed below.

Operating revenues for the ~~three~~six months ended ~~September~~June 30, ~~2017, decreased $2.8~~2022, increased $20.9 million, or 1%3%, to ~~$300.5~~$700.8 million, compared to ~~$303.3~~$679.9 million for the ~~three~~six months ended ~~September~~June 30, ~~2016. Excluding~~2021. Including the items ~~offset~~ in fuel and transportation expense, ~~primarily retained fuel,~~ operating revenues increased ~~$7.3~~$21.0 million, or 3%. The increase was driven primarily by an increase in our transportation revenues of ~~$14.5~~$16.4 million ~~which resulted from~~primarily due to recently completed growth projects ~~recently placed into service, partly offset by contract expirations~~ and ~~lower~~an increase in our storage and parking and lending ~~and storage~~ revenues of ~~$5.1~~$5.7 million due to ~~unfavorable~~favorable market conditions.

Operating costs and expenses for the ~~three~~six months ended ~~September~~June 30, ~~2017, decreased $19.9~~2022, increased $20.7 million, or 9%5%, to ~~$189.7~~$440.3 million, compared to ~~$209.6~~$419.6 million for the ~~three~~six months ended ~~September~~June 30, ~~2016.~~2021. Excluding items offset inwith operating revenues, operating costs and expenses ~~decreased $9.8~~increased $20.8 million, or 5% ~~when compared to the comparable period in 2016. The operating expense decrease was~~, primarily due to increased costs from maintenance projects associated with the ~~sale~~requirements of the ~~Flag City processing plant~~Pipeline and Hazardous Materials Safety Administration Mega Rule, an increased asset base from recently completed growth projects and a ~~decrease~~change in ~~employee-related costs.~~the estimated life of certain of our assets.

Total other deductions for the ~~three~~six months ended ~~September~~June 30, ~~2017, decreased $5.7~~2022, increased $4.4 million, or ~~12%~~6%, to ~~$40.7~~$80.1 million compared to ~~$46.4~~$75.7 million for the ~~2016 period. The decrease was primarily a result of lower interest expense due to lower average debt levels at lower interest rates and higher capitalized interest from growth projects.~~

~~Results of Operations for the Nine Months Ended September 30, 2017 and 2016~~

~~Our net income for the nine~~six months ended ~~September~~June 30, ~~2017, decreased $1.2 million, or less than 1%, to $212.8 million compared to $214.0 million for the nine months ended September 30, 2016,~~2021, primarily due to ~~the sale~~higher interest expense from higher average outstanding long-term debt and higher pension costs.

Non-GAAP Reconciliation of ~~the Flag City processing plant and related assets in 2017 and $12.7 million~~Net Income to EBITDA

The following table presents a reconciliation of net income ~~from the settlement of a legal claim in 2016, mostly offset by the increase in operating revenues discussed below.~~

~~Operating revenues~~to EBITDA for the ~~nine~~six months ended ~~September~~June 30, ~~2017, increased $30.5 million, or 3%, to $985.1 million, compared to $954.6 million for the nine months ended September 30, 2016. Excluding the net effect of the 2016 legal settlement~~2022 and items offset in fuel and transportation expense, primarily retained fuel, operating revenues increased $51.5 million, or 6%. The increase was driven by an increase in transportation revenues of $50.0 million, which resulted primarily from growth projects recently placed into service.2021 (in millions):

Operating costs and expenses for the nine months ended September 30, 2017, increased $32.3 million, or 5%, to $642.3 million, compared to $610.0 million for the nine months ended September 30, 2016. Excluding items offset in operating revenues and the $47.1 million loss on the sale of Flag City assets, operating costs and expenses decreased $6.5 million, or 1% when compared to the comparable period in 2016.


	For the Six Months Ended June 30,
	2022		2021
Net income	$	180.0	$	184.3
Income taxes	0.4		0.3
Depreciation and amortization	191.6		183.0
Interest expense	84.2		81.0
EBITDA	$	456.2	$	448.6

Total other deductions for the nine months ended September 30, 2017, decreased $1.1 million, or 1%, to $129.1 million compared to $130.2 million for the 2016 period. The decrease in total other deductions was primarily a result of lower interest expense due to higher capitalized interest from growth projects.

Liquidity and Capital Resources

We anticipate that our existing capital resources, including our cash on hand, revolving credit facility ~~Subordinated Loan Agreement with Boardwalk Pipelines Holding Corp.~~ and our cash flows from operating activities, will be adequate to fund our operations ~~for 2017. We may seek to access the capital markets to fund some or all~~and capital expenditures for ~~growth projects~~, ~~acquisitions~~2022 and to retire $300.0 million of aggregate principal amount of Boardwalk Pipelines, LP (Boardwalk Pipelines) 3.375% notes due February 2023, which has been classified as Current Liabilities. We also have an effective shelf registration statement on file with the Securities and Exchange Commission (SEC) under which we may publicly issue $1.0 billion of debt securities, warrants or ~~for general partnership purposes. Our ability~~rights from time to ~~access the capital markets for equity and debt financing under reasonable terms depends on our financial condition, credit ratings and market conditions.~~

time. In ~~July 2017,~~February 2022, we extended the maturity date of our 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. In January 2017, we received net proceeds of approximately $494.0 million from the issuance ofissued $500.0 million aggregate principal amount of Boardwalk Pipelines ~~LP 4.45%~~3.60% notes due ~~in July 2027.~~September 2032, which utilized $500.0 million of capacity under our shelf registration statement. The net proceeds from this offering were used to retire ~~the outstanding $275.0~~$300.0 million ~~aggregate principal amount~~ of ~~the~~ Gulf South ~~6.30% Note~~Pipeline Company, LLC 4.00% notes due ~~2017 and~~June 2022 on March 21, 2022, to fund growth capital ~~expenditures.~~expenditures and for general partnership purposes. In June 2022, our revolving credit facility was amended to, among other things, extend the maturity date by one year to May 27, 2027. Refer to Note 6 in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information.

Guarantee of Securities of Subsidiaries

Our debt is primarily issued at Boardwalk Pipelines, our wholly owned subsidiary, although we have historically also issued debt at our operating subsidiaries. As of June 30, 2022, all of the outstanding notes issued by Boardwalk Pipelines (Subsidiary Issuer) and the full amount of the revolving credit facility, are guaranteed by us (Parent Guarantor). The purpose of the guarantees is to help simplify our reporting and capital structure.

We guarantee the amounts borrowed under the revolving credit facility, but those amounts are not subject to the reporting requirements of Rule 13-01 of Regulation S-X. As of June 30, 2022, there were no outstanding borrowings under the revolving credit facility. The below table identifies our principal amounts outstanding for the debt that is subject to the disclosure rules of Rule 13-01 of Regulation S-X (in millions):


	As of June 30, 2022
Principal amounts guaranteed by Boardwalk Pipeline Partners (1)	$	3,450.0
Principal amounts not guaranteed (2)	100.0
Other (3)	(18.4)
Total debt and finance lease obligation	$	3,531.6

(1)This represents principal amounts of all outstanding debt, of which $300.0 million of the aggregate principal amount was classified as Current Liabilities, at Boardwalk Pipelines subject to the disclosure rules of Rule 13-01 of Regulation S-X (the Guaranteed Notes).

(2)This represents principal amounts of outstanding debt at Texas Gas Transmission, LLC.

(3)As of June 30, 2022, this represents the amounts related to a finance lease and unamortized debt discount and issuance costs.

The Guaranteed Notes are fully and unconditionally guaranteed by the Parent Guarantor on a senior unsecured basis. The guarantees of the Guaranteed Notes rank equally with all of our existing and future senior debt, including our guarantee of indebtedness under our revolving credit facility. The guarantees will be effectively subordinated in right of payment to all of our future secured debt to the extent of the value of the assets securing such debt. There are no restrictions on the Subsidiary Issuer's ability to pay dividends or make loans to the Parent Guarantor. The guarantee obligations will be terminated with respect to any series of notes if that series has been discharged or defeased.

Our operating assets, operating liabilities, operating revenues, expenses and other comprehensive income either exist at or are generated by our operating subsidiaries. The Parent Guarantor and the Subsidiary Issuer have no material assets, liabilities or operations independent of their respective financing activities, including the Guaranteed Notes and advances to and from each other and the operating subsidiaries as a result of the cash management program described in Note 2 of Part II, Item 8. of our 2021 Annual Report on Form 10-K, and their investments in the operating subsidiaries. For these reasons, we meet the criteria in Rule 13-01 of Regulation S-X to omit the summarized financial information from our disclosures.

Capital Expenditures

Maintenance capital expenditures for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, were ~~$79.3~~$38.9 million and ~~$82.1~~$52.2 million. Growth capital expenditures were ~~$416.7~~$76.3 million and ~~$350.3~~$86.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016. We expect total capital expenditures~~2021. During the six months ended June 30, 2022, we spent $6.7 million on natural gas to be ~~approximately $790.0 million~~used in ~~2017, including approximately $140.0 million for maintenance capital and $650.0 million related to growth projects.~~our integrated natural gas pipeline system.

Contractual Obligations

Our principal payments associated with our outstanding debt obligations ~~at September~~as of June 30, ~~2017,~~2022, and December 31, ~~2016,~~2021, were $3.6 billion and $3.4 billion. Refer to Note 76 in Part I, Item 11. of this Quarterly Report on Form 10-Q and Note 11 in Part II, Item 8. of our ~~2016~~2021 Annual Report on Form 10-K for more information on our financing activities and debt obligations.

~~Distributions~~

~~For each of the~~ ~~nine months~~ ~~ended~~ ~~September 30, 2017~~ ~~and~~ ~~2016~~, we paid distributions of $76.7 million to our partners. Note 6 in Part I, Item 1 of this Report contains further discussion regarding our distributions. Our distribution policy may be changed at any time and is subject to certain restrictions or limitations. Refer to Part II, Item 5 of our 2016 Annual Report on Form 10-K for our full distribution policy and risks associated with it.

Changes in cash flow from operating activities

Net cash provided by operating activities ~~excluding the effects of non-cash items such as depreciation, amortization and the loss on the sale of operating assets,~~ increased ~~$49.0~~$35.0 million to ~~$503.2~~$393.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022, compared to ~~$454.2~~$358.1 million for the comparable ~~2016~~2021 period, primarily due to the ~~change in net income~~timing of receivables and ~~the 2016 settlement of the Gulf South rate refund.~~prepaids.

Changes in cash flow from investing activities

Net cash used in investing activities ~~of $432.3~~decreased $16.2 million to $123.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022, compared to $139.8 million for the comparable 2021 period. The decrease was ~~consistent with the 2016 period with the proceeds received from the sale of the Flag City processing plant and related assets offsetting the increase~~primarily driven by a decrease in capital ~~expenditures of $63.6 million~~spending primarily related to ~~our~~ growth ~~projects~~.projects.

Changes in cash flow from financing activities

Net cash provided by financing activities increased $339.3 million to $197.0 million for the six months ended June 30, 2022, compared to net cash used in financing activities ~~increased $139.2 million to $52.9~~of $142.3 million for the ~~nine months ended September 30, 2017, compared to $86.3 million cash provided for the~~ comparable ~~2016 period. The increase resulted~~2021 period, primarily from the ~~refinancing~~net proceeds received from the issuances of ~~maturing debt, which proceeds were initially used to reduce borrowings under the revolving credit facility.~~long-term debt.

Off-Balance Sheet Arrangements

At ~~September~~June 30, ~~2017,~~2022, we had no guarantees of off-balance sheet debt to third parties, no debt obligations that contain provisions requiring accelerated payment of the related obligations in the event of specified levels of declines in credit ratings and no other off-balance sheet arrangements.

Critical Accounting Policies

Certain amounts included in or affecting our unaudited condensed consolidated financial statements and related disclosures must be estimated, requiring us to make certain judgments and assumptions with respect to values or conditions that cannot be known with certainty at the time the financial statements are prepared. These estimates and judgments affect the reported amounts for assets, liabilities, revenues and expenses and our disclosure of contingent assets and liabilities in our financial statements. We evaluate these estimates and judgments on an ongoing basis, utilizing historical experience, consultation with third parties and other methods we consider reasonable. Nevertheless, actual results may differ significantly

from our estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the periods in which the facts that give rise to the revisions become known.

During ~~2017,~~2022, there have been no significant changes to our critical accounting policies, judgments or estimates disclosed in our ~~2016~~2021 Annual Report on Form 10-K.

Forward-Looking Statements

~~Investors are cautioned that certain~~Certain statements contained in this Quarterly Report on Form 10-Q, as well as some statements in our other filings with the SEC, periodic press releases and some oral statements made by our officials and our subsidiaries during presentations about us, are “forward-looking.” Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance, intentions or achievements, and may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “will likely result” and similar expressions. In addition, any statement ~~made by our management~~ concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects and possible actions by ~~our partnership~~us or our subsidiaries, are also forward-looking statements.

Forward-looking statements are based on current expectations and projections about future events and their potential impact on us. While management believes that these forward-looking statements are reasonable as and when made, there is no assurance that future events affecting us will be those that we anticipate. All forward-looking statements are inherently subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those anticipated or projected. These include, among others, ~~risks~~the impacts of legislative and ~~uncertainties related to our ability to maintain~~regulatory initiatives, or ~~replace expiring gas transportation~~the implementation thereof, the impacts of climate change, environmental, social and ~~storage contracts, our ability to complete projects that we have commenced or will commence, the impact of changes to laws~~governance matters and ~~regulations,~~pipeline safety requirements and initiatives, the costs of maintaining and ensuring the integrity and reliability of our pipeline systems, our ability to complete projects that we have commenced or will commence, the risk of a failure in our computer systems or cybersecurity attack, successful negotiation, consummation and completion of contemplated transactions, projects and agreements, risks and uncertainties related to ~~contract~~the impacts of volatility in energy prices and ~~physically make~~ our ~~systems bi-directional,~~exposure to credit risk relating to default or bankruptcy by our customers. Developments in any of these areas could cause our results to differ materially from results that have been or may be anticipated or projected. Forward-looking statements speak only as of the date they are made and we expressly disclaim any obligation or undertaking to ~~sell short-term capacity~~update these statements to reflect any change in our expectations or beliefs or any change in events, conditions or circumstances on ~~our pipelines.~~

which any forward-looking statement is based.

Refer to Part I, Item ~~1A and Part II, Item 7~~1A. of our ~~2016~~2021 Annual Report on Form 10-K for additional risks and uncertainties regarding our forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Refer to Part II, Item 7A7A. of our ~~2016~~2021 Annual Report on Form 10-K, for discussion of our market risk.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (Exchange Act), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this ~~report.~~Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to allow timely decisions regarding required disclosure and to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the ~~Securities and Exchange Commission.~~SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of ~~September~~June 30, ~~2017~~,2022, at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended ~~September~~June 30, ~~2017~~,2022, that have materially affected or that are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of certain of our current legal proceedings, please see Note 5 in Part I, Item 11. of this ~~Report.~~Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

~~For a discussion of additional Risk Factors, refer to~~There have been no material changes from the risk factors previously discussed in Part I, Item 1A1A. of our ~~2016~~2021 Annual Report on Form 10-K.

Item 6. Exhibits

The following documents are filed or furnished as exhibits to this report:



Exhibit Number		Description

3.1		Certificate of Limited Partnership of Boardwalk Pipeline Partners, LP (Incorporated by reference to Exhibit 3.1 to the ~~Registrant’s~~Registrant's Registration Statement on Form ~~S-1,~~S-1. Registration No. 333-127578, filed on August 16, 2005).
3.2		~~Third~~Fourth Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP dated as of ~~June 17, 2008,~~July 19, 2018 (Incorporated by reference to Exhibit ~~3.1~~3.2 to the ~~Registrant’s Current~~Registrant's Annual Report on Form ~~8-K~~10-K filed on ~~June 18, 2008)~~February 13, 2019).
~~3.3~~4.1		Certificate of Limited Partnership of Boardwalk GP, LP (Incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-127578, filed on August 16, 2005).
~~3.4~~	Agreement of Limited Partnership of Boardwalk GP, LP (Incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-127578, filed on September 22, 2005).
~~3.5~~	Certificate of Formation of Boardwalk GP, LLC (Incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-127578, filed on August 16, 2005).
~~3.6~~	Amended and Restated Limited Liability Company Agreement of Boardwalk GP, LLC (Incorporated by reference to Exhibit 3.6 to Amendment No. 4 to Registrant’s Registration Statement on Form S-1, Registration No. 333-127578, filed on October 31, 2005).
~~3.7~~	Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP, dated as of October 31, 2011 (Incorporated by reference to Exhibit 3.7 to the Registrant’s Quarterly Report on Form 10-Q filed on November 1, 2011).
~~3.8~~	Amendment No. 2 to the Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP, dated as of October 25, 2012 (Incorporated by reference to Exhibit 3.1 to the Registrant's Current report on Form 8-K filed on October 30, 2012).
~~3.9~~	Amendment No. 3 to the Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP, dated as of October 7, 2013 (Incorporated by reference to Exhibit 3.1 to the Registrant's Current report on Form 8-K filed on October 8, 2013).
~~4.1~~	~~Sixth~~Ninth Supplemental Indenture, dated ~~as of January 12, 2017, to the indenture dated August 21, 2009,~~February 16, 2022, by and among Boardwalk Pipelines, LP, as issuer, Boardwalk Pipeline Partners, LP, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to ~~the Registrant’s~~Boardwalk Pipeline Partners, LP’s Current Report on Form 8-K, filed on ~~January 18, 2017)~~February 16, 2022).
10.1		Agreement and Amendment No. 24 to ~~the~~ Third Amended and Restated Revolving Credit Agreement, dated as of ~~July 28, 2017,~~June 30, 2022, among Boardwalk Pipelines, LP, Texas Gas Transmission, LLC ~~Gulf South Pipeline Company, LP~~ and Gulf ~~Crossing~~South Pipeline Company, LLC, as borrowers, Boardwalk Pipeline Partners, LP, as guarantor, the several lenders and issuers party ~~thereto,~~ther e to, and Wells Fargo Bank, N.A., as administrative agent Citibank, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, and Bank of China, New York Branch, Barclays Bank PLC, Deutsche Bank Securities Inc., Mizuho Bank, Ltd., MUFG Union Bank, N.A., and Royal Bank of Canada, as co-documentation agents, and Wells Fargo Securities, LLC, Citigroup Global Markets, Inc., J.P. Morgan Securities LLC, Bank of China, New York Branch, Barclays Bank PLC, Deutsche Bank Securities Inc., Mizuho Bank, Ltd., MUFG Union Bank, N.A., and RBC Capital Markets, as joint lead arrangers and joint bookrunners (Incorporated by reference to Exhibit 10.1 to the Registrant's ~~Quarterly~~Current Report on Form ~~10-Q~~8-K filed on July ~~31, 2017)~~5, 2022).


*22.1						Subsidiary Issuers and Guarantors of Registered Securities.
*31.1						Certification of Stanley C. Horton, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a).
*31.2						Certification of ~~Jamie L. Buskill,~~Steven A. Barkauskas, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a).
**32.1						Certification of Stanley C. Horton, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2						Certification of ~~Jamie L. Buskill,~~Steven A. Barkauskas, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*101.SCH						Inline XBRL Taxonomy Extension Schema Document
*101.CAL						Inline XBRL Taxonomy Calculation Linkbase Document
*101.DEF						Inline XBRL Taxonomy Extension Definitions Document
*101.LAB						Inline XBRL Taxonomy Label Linkbase Document
*101.PRE						Inline XBRL Taxonomy Presentation Linkbase Document
*104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith

SIGNATURE

Pursuant to the requirements ~~of Section 13 or 15(d)~~ of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	Boardwalk Pipeline Partners, LP
	By: Boardwalk GP, LP its general partner
	By: Boardwalk GP, LLC its general partner
~~October 30, 2017~~August 1, 2022	By:	/s/ ~~Jamie L. Buskill~~Steven A. Barkauskas
		~~Jamie L. Buskill~~ Steven A. Barkauskas Senior Vice President, Chief Financial and ~~Administrative~~Information Officer (Duly authorized officer and ~~Treasurer~~ principal financial officer)



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Income			5
Condensed Consolidated Statements of Comprehensive Income			6
Condensed Consolidated Statements of Cash Flows			7
Condensed Consolidated Statements of Changes in Partners' Capital			8
Notes to Condensed Consolidated Financial Statements			910

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			3017

Item 3. Quantitative and Qualitative Disclosures About Market Risk			3421

Item 4. Controls and Procedures			3421

PART II - OTHER INFORMATION

Item 1. Legal Proceedings			3522

Item 1A. Risk Factors			3522

Item 6. Exhibits			3522

Signatures			3723



ASSETS	September 30, 2017		December 31, 2016
Current Assets:
Cash and cash equivalents	$	22.6	$	4.6
Receivables:
Trade, net	94.2		127.1
Other	14.0		12.7
Gas transportation receivables	6.2		8.2
Gas and liquids stored underground	5.6		1.3
Prepayments	19.8		17.7
Other current assets	0.8		2.6
Total current assets	163.2		174.2

Property, Plant and Equipment:
Natural gas transmission and other plant	10,112.5		9,958.8
Construction work in progress	562.2		368.5
Property, plant and equipment, gross	10,674.7		10,327.3
Less—accumulated depreciation and amortization	2,543.1		2,333.8
Property, plant and equipment, net	8,131.6		7,993.5

Other Assets:
Goodwill	237.4		237.4
Gas stored underground	92.5		93.5
Other	137.4		139.2
Total other assets	467.3		470.1

Total Assets	$	8,762.1	$	8,637.8



LIABILITIES AND PARTNERS' CAPITAL	September 30, 2017			December 31, 2016
Current Liabilities:
Payables:
Trade	$	78.2		$	113.8
Affiliates	1.5			1.4
Other	9.7			23.7
Gas payables	6.1			6.7
Accrued taxes, other	75.7			52.7
Accrued interest	38.7			40.6
Accrued payroll and employee benefits	28.1			38.5
Construction retainage	24.5			19.6
Deferred income	2.9			7.5
Other current liabilities	27.3			28.4
Total current liabilities	292.7			332.9

Long-term debt and capital lease obligation	3,585.7			3,558.0

Other Liabilities and Deferred Credits:
Pension liability	19.3			22.0
Asset retirement obligation	44.6			44.7
Provision for other asset retirement	64.6			63.7
Payable to affiliate	16.0			16.0
Other	71.0			69.6
Total other liabilities and deferred credits	215.5			216.0

Commitments and Contingencies

Partners’ Capital:
Common units - 250.3 million units issued and outstanding as of September 30, 2017, and December 31, 2016	4,655.6			4,522.2
General partner	91.5			88.8
Accumulated other comprehensive loss	(78.9		)	(80.1		)
Total partners’ capital	4,668.2			4,530.9
Total Liabilities and Partners' Capital	$	8,762.1		$	8,637.8



	Common Units			General Partner			Accumulated Other Comp Income (Loss)			Total Equity
Balance January 1, 2016	$	4,326.2		$	84.8		$	(84.3	)	$	4,326.7
Add (deduct):
Net income	209.7			4.3			—			214.0
Distributions paid	(75.2		)	(1.5		)	—			(76.7		)
Other comprehensive income, net of tax	—			—			4.1			4.1
Balance September 30, 2016	$	4,460.7		$	87.6		$	(80.2	)	$	4,468.1

Balance January 1, 2017	$	4,522.2		$	88.8		$	(80.1	)	$	4,530.9
Add (deduct):
Net income	208.6			4.2			—			212.8
Distributions paid	(75.2		)	(1.5		)	—			(76.7		)
Other comprehensive income, net of tax	—			—			1.2			1.2
Balance September 30, 2017	$	4,655.6		$	91.5		$	(78.9	)	$	4,668.2



	Cash Flow Hedges			Pension and Other Postretirement Costs			Total
Beginning balance, July 1, 2017	$	(6.2	)	$	(73.4	)	$	(79.6	)
Reclassifications:
Interest expense		0.6			—			0.6
Pension and other postretirement benefit costs		—			0.1			0.1

Ending balance, September 30, 2017	$	(5.6	)	$	(73.3	)	$	(78.9	)



As of September 30, 2017				Estimated Fair Value
Financial Assets	Carrying Amount			Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	22.6		$	22.6	$	—	$	—	$	22.6

Financial Liabilities
Long-term debt	$	3,586.7	⁽¹⁾	$	—	$	3,792.1	$	—	$	3,792.1



As of December 31, 2016				Estimated Fair Value
Financial Assets	Carrying Amount			Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	4.6		$	4.6	$	—	$	—	$	4.6

Financial Liabilities
Long-term debt	$	3,558.9	⁽¹⁾	$	—	$	3,709.2	$	—	$	3,709.2



	Total		Common Units		General Partner and IDRs
Net income	$	69.8
Declared distribution	25.5		$	25.0	$	0.5
Assumed allocation of undistributed net loss	44.3		43.4		0.9
Assumed allocation of net income attributable to limited partner unitholders and general partner	$	69.8	$	68.4	$	1.4
Weighted-average units outstanding			250.3
Net income per unit			$	0.27



Assets	Parent Guarantor		Subsidiary Issuer		Non-guarantor Subsidiaries		Eliminations			Consolidated Boardwalk Pipeline Partners, LP
Cash and cash equivalents	$	0.4	$	15.1	$	7.1	$	—		$	22.6
Receivables	—		—		108.2		—			108.2
Receivables - affiliate	—		—		6.9		(6.9		)	—
Gas and liquids stored underground	—		—		5.6		—			5.6
Prepayments	0.4		—		19.4		—			19.8
Advances to affiliates	—		1.4		22.4		(23.8		)	—
Other current assets	—		—		8.2		(1.2		)	7.0
Total current assets	0.8		16.5		177.8		(31.9		)	163.2
Investment in consolidated subsidiaries	2,602.8		6,665.8		—		(9,268.6		)	—
Property, plant and equipment, gross	0.6		—		10,674.1		—			10,674.7
Less–accumulated depreciation and amortization	0.6		—		2,542.5		—			2,543.1
Property, plant and equipment, net	—		—		8,131.6		—			8,131.6
Advances to affiliates – noncurrent	2,082.4		886.4		373.4		(3,342.2		)	—
Other noncurrent assets	—		3.4		464.1		(0.2		)	467.3
Total other assets	2,082.4		889.8		837.5		(3,342.4		)	467.3

Total Assets	$	4,686.0	$	7,572.1	$	9,146.9	$	(12,642.9	)	$	8,762.1



	As of September 30, 2017
	(in millions)
	2017			2018
Projected revenues under committed firm transportation agreements as reported in our 2016 Annual Report on Form 10-K	$	1,055.0		$	975.0
Adjustments for:
Contract restructuring		(7.0	)		(44.0	)
Sale of Flag City processing plant and related assets		(5.0	)		(8.0	)
Firm transportation agreements entered into in 2017		17.0			32.0
Updated projected revenues under committed firm transportation agreements as of September 30, 2017	$	1,060.0		$	955.0