Guarantee of Securities of Subsidiaries | 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 Ended September 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 Ended September 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 Ended September 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 Ended September 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 Ended September 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 Ended September 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 |