|
Commission file number:
01-32665
|
||
|
||
BOARDWALK PIPELINE PARTNERS, LP
|
||
(Exact name of registrant as specified in its charter)
|
||
|
||
DELAWARE
|
||
(State or other jurisdiction of incorporation or organization)
|
||
|
||
20-3265614
|
||
(I.R.S. Employer Identification No.)
|
||
|
||
9 Greenway Plaza, Suite 2800
Houston, Texas 77046
(866) 913-2122
|
||
(Address and Telephone Number of Registrant’s Principal Executive Office)
|
||
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
|
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
|
|
PART I - FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PART II - OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
March 31, 2013
|
|
December 31, 2012
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4.3
|
|
|
$
|
3.9
|
|
Receivables:
|
|
|
|
|
|
||
Trade, net
|
102.1
|
|
|
105.3
|
|
||
Other
|
7.2
|
|
|
6.9
|
|
||
Gas transportation receivables
|
9.2
|
|
|
9.0
|
|
||
Costs recoverable from customers
|
2.4
|
|
|
3.3
|
|
||
Gas stored underground
|
0.9
|
|
|
7.0
|
|
||
Prepayments
|
11.7
|
|
|
15.2
|
|
||
Other current assets
|
2.4
|
|
|
2.6
|
|
||
Total current assets
|
140.2
|
|
|
153.2
|
|
||
|
|
|
|
||||
Property, Plant and Equipment:
|
|
|
|
|
|
||
Natural gas transmission and other plant
|
8,184.7
|
|
|
8,165.3
|
|
||
Construction work in progress
|
285.8
|
|
|
258.0
|
|
||
Property, plant and equipment, gross
|
8,470.5
|
|
|
8,423.3
|
|
||
Less—accumulated depreciation and amortization
|
1,283.4
|
|
|
1,234.1
|
|
||
Property, plant and equipment, net
|
7,187.1
|
|
|
7,189.2
|
|
||
|
|
|
|
||||
Other Assets:
|
|
|
|
|
|
||
Goodwill
|
270.8
|
|
|
270.8
|
|
||
Gas stored underground
|
108.7
|
|
|
109.7
|
|
||
Costs recoverable from customers
|
14.8
|
|
|
14.9
|
|
||
Other
|
122.3
|
|
|
124.7
|
|
||
Total other assets
|
516.6
|
|
|
520.1
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
7,843.9
|
|
|
$
|
7,862.5
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
March 31, 2013
|
|
December 31, 2012
|
||||
Current Liabilities:
|
|
|
|
||||
Payables:
|
|
|
|
||||
Trade
|
$
|
43.3
|
|
|
$
|
69.8
|
|
Affiliates
|
3.0
|
|
|
2.7
|
|
||
Other
|
17.3
|
|
|
19.2
|
|
||
Gas Payables:
|
|
|
|
|
|
||
Transportation
|
5.8
|
|
|
10.4
|
|
||
Storage
|
8.6
|
|
|
3.5
|
|
||
Accrued taxes, other
|
26.1
|
|
|
40.5
|
|
||
Accrued interest
|
33.5
|
|
|
42.5
|
|
||
Accrued payroll and employee benefits
|
17.6
|
|
|
25.2
|
|
||
Deferred income
|
12.6
|
|
|
19.9
|
|
||
Other current liabilities
|
25.6
|
|
|
22.1
|
|
||
Total current liabilities
|
193.4
|
|
|
255.8
|
|
||
|
|
|
|
||||
Long–term debt
|
3,607.7
|
|
|
3,539.2
|
|
||
|
|
|
|
||||
Other Liabilities and Deferred Credits:
|
|
|
|
|
|
||
Pension liability
|
26.8
|
|
|
26.8
|
|
||
Asset retirement obligation
|
35.2
|
|
|
33.2
|
|
||
Provision for other asset retirement
|
58.6
|
|
|
57.4
|
|
||
Payable to affiliate
|
16.0
|
|
|
16.0
|
|
||
Other
|
62.1
|
|
|
57.0
|
|
||
Total other liabilities and deferred credits
|
198.7
|
|
|
190.4
|
|
||
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Partners’ Capital:
|
|
|
|
|
|
||
Common units – 207.7 million units issued and outstanding as of
March 31, 2013, and December 31, 2012
|
3,164.2
|
|
|
3,190.3
|
|
||
Class B units – 22.9 million units issued and outstanding as of
March 31, 2013, and December 31, 2012
|
678.3
|
|
|
678.3
|
|
||
General partner
|
75.0
|
|
|
75.8
|
|
||
Accumulated other comprehensive loss
|
(73.4
|
)
|
|
(67.3
|
)
|
||
Total partners’ capital
|
3,844.1
|
|
|
3,877.1
|
|
||
Total Liabilities and Partners’ Capital
|
$
|
7,843.9
|
|
|
$
|
7,862.5
|
|
|
|
For the
Three Months Ended
March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Operating Revenues:
|
|
|
|
|
||||
Transportation
|
|
$
|
284.1
|
|
|
$
|
287.5
|
|
Parking and lending
|
|
7.9
|
|
|
4.0
|
|
||
Storage
|
|
28.1
|
|
|
19.8
|
|
||
Other
|
|
8.4
|
|
|
1.6
|
|
||
Total operating revenues
|
|
328.5
|
|
|
312.9
|
|
||
|
|
|
|
|
||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
||
Fuel and transportation
|
|
22.7
|
|
|
18.7
|
|
||
Operation and maintenance
|
|
40.2
|
|
|
37.6
|
|
||
Administrative and general
|
|
31.4
|
|
|
34.2
|
|
||
Depreciation and amortization
|
|
66.8
|
|
|
63.7
|
|
||
Asset impairment
|
|
0.1
|
|
|
4.2
|
|
||
Net gain on sale of operating assets
|
|
—
|
|
|
(3.6
|
)
|
||
Taxes other than income taxes
|
|
25.6
|
|
|
24.5
|
|
||
Total operating costs and expenses
|
|
186.8
|
|
|
179.3
|
|
||
|
|
|
|
|
||||
Operating income
|
|
141.7
|
|
|
133.6
|
|
||
|
|
|
|
|
||||
Other Deductions (Income):
|
|
|
|
|
|
|
||
Interest expense
|
|
40.5
|
|
|
39.0
|
|
||
Interest expense – affiliates
|
|
—
|
|
|
2.0
|
|
||
Interest income
|
|
(0.2
|
)
|
|
(0.1
|
)
|
||
Miscellaneous other income, net
|
|
(0.2
|
)
|
|
(0.1
|
)
|
||
Total other deductions
|
|
40.1
|
|
|
40.8
|
|
||
|
|
|
|
|
||||
Income before income taxes
|
|
101.6
|
|
|
92.8
|
|
||
|
|
|
|
|
||||
Income taxes
|
|
0.2
|
|
|
0.2
|
|
||
|
|
|
|
|
||||
Net Income
|
|
$
|
101.4
|
|
|
$
|
92.6
|
|
|
|
|
|
|
||||
Net Income per Unit:
|
|
|
|
|
|
|
||
Basic and diluted net income per unit:
|
|
|
|
|
|
|
||
Common units
|
|
$
|
0.42
|
|
|
$
|
0.43
|
|
Class B units
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
Cash distribution declared and paid to common units
|
|
$
|
0.5325
|
|
|
$
|
0.53
|
|
Cash distribution declared and paid to class B units
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
Weighted-average number of units outstanding:
|
|
|
|
|
|
|
||
Common units
|
|
207.7
|
|
|
182.7
|
|
||
Class B units
|
|
22.9
|
|
|
22.9
|
|
|
|
For the
Three Months Ended
March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Net income
|
|
$
|
101.4
|
|
|
$
|
92.6
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||
(Loss) gain on cash flow hedges
|
|
(4.5
|
)
|
|
0.6
|
|
||
Reclassification adjustment transferred to Net Income from cash flow hedges
|
|
0.1
|
|
|
0.4
|
|
||
Pension and other postretirement benefit costs
|
|
(1.7
|
)
|
|
(1.7
|
)
|
||
Total Comprehensive Income
|
|
$
|
95.3
|
|
|
$
|
91.9
|
|
|
For the
Three Months Ended March 31,
|
||||||
OPERATING ACTIVITIES:
|
2013
|
|
2012
|
||||
Net income
|
$
|
101.4
|
|
|
$
|
92.6
|
|
Adjustments to reconcile net income to cash provided by operations:
|
|
|
|
|
|
||
Depreciation and amortization
|
66.8
|
|
|
63.7
|
|
||
Amortization of deferred costs
|
1.3
|
|
|
1.2
|
|
||
Asset impairment
|
0.1
|
|
|
4.2
|
|
||
Net gain on sale of operating assets
|
—
|
|
|
(3.6
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Trade and other receivables
|
1.5
|
|
|
7.8
|
|
||
Gas receivables and storage assets
|
6.8
|
|
|
1.7
|
|
||
Costs recoverable from customers
|
0.9
|
|
|
2.2
|
|
||
Other assets
|
2.4
|
|
|
1.7
|
|
||
Trade and other payables
|
(18.2
|
)
|
|
(2.4
|
)
|
||
Other payables, affiliates
|
0.7
|
|
|
—
|
|
||
Gas payables
|
4.8
|
|
|
(1.5
|
)
|
||
Accrued liabilities
|
(31.1
|
)
|
|
(39.8
|
)
|
||
Other liabilities
|
(8.1
|
)
|
|
(18.0
|
)
|
||
Net cash provided by operating activities
|
129.3
|
|
|
109.8
|
|
||
|
|
|
|
||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Capital expenditures
|
(70.6
|
)
|
|
(26.0
|
)
|
||
Proceeds from sale of operating assets
|
1.0
|
|
|
1.7
|
|
||
Proceeds from insurance and other recoveries
|
1.4
|
|
|
0.4
|
|
||
Net cash used in investing activities
|
(68.2
|
)
|
|
(23.9
|
)
|
||
|
|
|
|
||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from borrowings on revolving credit agreement
|
263.0
|
|
|
370.0
|
|
||
Repayment of borrowings on revolving credit agreement
|
(195.0
|
)
|
|
(330.0
|
)
|
||
Advances from affiliate
|
(0.4
|
)
|
|
4.7
|
|
||
Repayment of contribution received related to predecessor equity
|
—
|
|
|
(284.8
|
)
|
||
Distributions paid
|
(128.3
|
)
|
|
(114.0
|
)
|
||
Proceeds from sale of common units
|
—
|
|
|
245.0
|
|
||
Capital contribution from general partner
|
—
|
|
|
5.2
|
|
||
Net cash used in financing activities
|
(60.7
|
)
|
|
(103.9
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
0.4
|
|
|
(18.0
|
)
|
||
Cash and cash equivalents at beginning of period
|
3.9
|
|
|
21.9
|
|
||
Cash and cash equivalents at end of period
|
$
|
4.3
|
|
|
$
|
3.9
|
|
|
Common
Units
|
|
Class B
Units
|
|
General
Partner
|
|
Predecessor Equity
|
|
Accumulated Other Comp Loss
|
|
Total Partners’ Capital
|
||||||||||||
Balance January 1, 2012
|
$
|
2,514.1
|
|
|
$
|
678.7
|
|
|
$
|
62.0
|
|
|
$
|
281.6
|
|
|
$
|
(49.4
|
)
|
|
$
|
3,487.0
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
77.0
|
|
|
6.8
|
|
|
8.6
|
|
|
0.2
|
|
|
—
|
|
|
92.6
|
|
||||||
Distributions paid
|
(98.1
|
)
|
|
(6.8
|
)
|
|
(9.1
|
)
|
|
—
|
|
|
—
|
|
|
(114.0
|
)
|
||||||
Sale of common units, net of related transactions costs
|
245.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245.0
|
|
||||||
Capital contributions from general partner
|
—
|
|
|
—
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
||||||
Predecessor equity carrying amount of acquired entities
|
—
|
|
|
—
|
|
|
—
|
|
|
(281.8
|
)
|
|
—
|
|
|
(281.8
|
)
|
||||||
Excess purchase price over net acquired assets
|
(2.6
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
||||||
Balance March 31, 2012
|
$
|
2,735.4
|
|
|
$
|
678.4
|
|
|
$
|
66.6
|
|
|
$
|
—
|
|
|
$
|
(50.1
|
)
|
|
$
|
3,430.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance January 1, 2013
|
$
|
3,190.3
|
|
|
$
|
678.3
|
|
|
$
|
75.8
|
|
|
$
|
—
|
|
|
$
|
(67.3
|
)
|
|
$
|
3,877.1
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
84.5
|
|
|
6.9
|
|
|
10.0
|
|
|
—
|
|
|
—
|
|
|
101.4
|
|
||||||
Distributions paid
|
(110.6
|
)
|
|
(6.9
|
)
|
|
(10.8
|
)
|
|
—
|
|
|
—
|
|
|
(128.3
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
|
(6.1
|
)
|
||||||
Balance March 31, 2013
|
$
|
3,164.2
|
|
|
$
|
678.3
|
|
|
$
|
75.0
|
|
|
$
|
—
|
|
|
$
|
(73.4
|
)
|
|
$
|
3,844.1
|
|
(1)
|
In 2012, the Partnership determined that it would retire a number of small-diameter pipeline assets and recorded an asset impairment charge of
$1.4 million
comprised of the carrying amount of the assets and amounts related to asset retirement obligations for the assets.
|
(2)
|
In 2012, the Partnership recognized a
$2.8 million
impairment charge related to its Owensboro, Kentucky, office building. The office building was sold for an amount that equaled its carrying amount of
$3.0 million
in the third quarter 2012.
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||||||
|
March 31, 2013
|
|
December 31, 2012
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||||||||
|
Balance sheet
location
|
|
Fair
Value
|
|
Balance
sheet location
|
|
Fair
Value
|
|
Balance sheet
location
|
|
Fair
Value
|
|
Balance sheet
location
|
|
Fair
Value
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commodity contracts
|
Other current assets
|
|
$
|
—
|
|
|
Other current assets
|
|
$
|
0.1
|
|
|
Other current liabilities
|
|
$
|
4.9
|
|
|
Other current liabilities
|
|
$
|
0.1
|
|
|
Amount of gain/(loss) recognized in AOCI on derivatives (effective portion)
|
|
Location of gain/(loss) reclassified from AOCI into income (effective portion)
|
|
Amount of gain/(loss) reclassified from AOCI into income (effective portion
)
|
|
Location of gain/(loss) recognized in income on derivative (in- effective portion and amount excluded from effectiveness testing)
|
|
Amount of gain/(loss) recognized in income on derivative (in- effective portion and amount excluded from effectiveness testing)
|
||||||
Derivatives in Cash Flow Hedging Relationship
|
|
|
|
|
|
|
|||||||||
Commodity contracts
|
$
|
(4.5
|
)
|
|
Operating
revenues
(2)
|
|
$
|
0.5
|
|
|
N/A
|
|
$
|
—
|
|
Interest rate contracts
(1)
|
—
|
|
|
Interest expense
|
|
(0.6
|
)
|
|
N/A
|
|
—
|
|
|||
|
$
|
(4.5
|
)
|
|
|
|
$
|
(0.1
|
)
|
|
|
|
$
|
—
|
|
(1)
|
Related to amounts deferred in AOCI from Treasury rate locks used to hedge interest payments associated with debt offerings that were settled in previous periods and are being amortized to earnings over the terms of the related interest payments, generally the terms of the related debt.
|
(2)
|
Recorded in
Other
revenues.
|
|
Amount of gain/(loss) recognized in AOCI on derivatives (effective portion)
|
|
Location of gain/(loss) reclassified from AOCI into income (effective portion)
|
|
Amount of gain/(loss) reclassified from AOCI into income (effective portion
)
|
|
Location of gain/(loss) recognized in income on derivative (in- effective portion and amount excluded from effectiveness testing)
|
|
Amount of gain/(loss) recognized in income on derivative (in- effective portion and amount excluded from effectiveness testing)
|
||||||
Derivatives in Cash Flow Hedging Relationship
|
|
|
|
|
|
|
|||||||||
Commodity contracts
|
$
|
0.6
|
|
|
Operating
revenues
|
|
$
|
—
|
|
|
N/A
|
|
$
|
—
|
|
Interest rate contracts
(1)
|
—
|
|
|
Interest expense
|
|
(0.4
|
)
|
|
N/A
|
|
—
|
|
|||
|
$
|
0.6
|
|
|
|
|
$
|
(0.4
|
)
|
|
|
|
$
|
—
|
|
(1)
|
Related to amounts deferred in AOCI from Treasury rate locks used to hedge interest payments associated with debt offerings that were settled in previous periods and are being amortized to earnings over the terms of the related interest payments, generally the terms of the related debt.
|
As of March 31, 2013
|
|
|
|
Estimated Fair Value
|
||||||||||||||||
Financial Assets
|
|
Carrying Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Cash and cash equivalents
|
|
$
|
4.3
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
|
$
|
3,607.7
|
|
|
$
|
—
|
|
|
$
|
3,921.3
|
|
|
$
|
—
|
|
|
$
|
3,921.3
|
|
As of December 31, 2012
|
|
|
|
Estimated Fair Value
|
||||||||||||||||
Financial Assets
|
|
Carrying Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Cash and cash equivalents
|
|
$
|
3.9
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Long-term debt
|
|
$
|
3,539.2
|
|
|
$
|
—
|
|
|
$
|
3,841.1
|
|
|
$
|
—
|
|
|
$
|
3,841.1
|
|
|
Cash Flow Hedges
|
|
Pension and Other Postretirement Costs
|
|
Total
|
||||||
Beginning balance, January 1, 2013
|
$
|
(15.5
|
)
|
|
$
|
(51.8
|
)
|
|
$
|
(67.3
|
)
|
Loss recorded in accumulated other comprehensive loss
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
|||
Reclassifications:
|
|
|
|
|
|
||||||
Other operating revenues
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Interest expense
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||
Administrative and general expense
|
—
|
|
|
(1.7
|
)
|
|
(1.7
|
)
|
|||
|
|
|
|
|
|
||||||
Ending balance, March 31, 2013
|
$
|
(19.9
|
)
|
|
$
|
(53.5
|
)
|
|
$
|
(73.4
|
)
|
|
Total
|
|
Common
Units
|
|
Class B
Units
|
|
General Partner and IDRs
|
||||||||
Net income
|
$
|
101.4
|
|
|
|
|
|
|
|
||||||
Declared distribution
|
128.2
|
|
|
$
|
110.6
|
|
|
$
|
6.9
|
|
|
$
|
10.7
|
|
|
Assumed allocation of undistributed net loss
|
(26.8
|
)
|
|
(23.7
|
)
|
|
(2.6
|
)
|
|
(0.5
|
)
|
||||
Assumed allocation of net income attributable to limited
partner unitholders and general partner
|
$
|
101.4
|
|
|
$
|
86.9
|
|
|
$
|
4.3
|
|
|
$
|
10.2
|
|
Weighted-average units outstanding
|
|
|
|
207.7
|
|
|
22.9
|
|
|
|
|
||||
Net income per unit
|
|
|
|
$
|
0.42
|
|
|
$
|
0.19
|
|
|
|
|
|
Total
|
|
Common
Units
|
|
Class B
Units
|
|
General Partner and IDRs
|
||||||||
Net income
|
$
|
92.6
|
|
|
|
|
|
|
|
||||||
Less: Net income attributable to predecessor equity
|
0.2
|
|
|
|
|
|
|
|
|||||||
Net income attributable to limited partner unitholders and
general partner
|
92.4
|
|
|
|
|
|
|
|
|||||||
Declared distribution
|
114.9
|
|
|
$
|
98.5
|
|
|
$
|
6.8
|
|
|
$
|
9.6
|
|
|
Assumed allocation of undistributed net loss
|
(22.5
|
)
|
|
(19.6
|
)
|
|
(2.4
|
)
|
|
(0.5
|
)
|
||||
Assumed allocation of net income attributable to limited
partner unitholders and general partner
|
$
|
92.4
|
|
|
$
|
78.9
|
|
|
$
|
4.4
|
|
|
$
|
9.1
|
|
Weighted-average units outstanding
|
|
|
|
182.7
|
|
|
22.9
|
|
|
|
|
||||
Net income per unit
|
|
|
|
$
|
0.43
|
|
|
$
|
0.19
|
|
|
|
|
Month of Offering
|
|
Number of Common Units
|
|
Issuance Price
|
|
Less Underwriting Discounts and Expenses
|
|
Net Proceeds
(including General Partner Contribution)
|
|
Common Units Outstanding
After Offering
|
|
Common Units Held by the Public
After Offering
|
February 2012
|
|
9.2
|
|
$27.55
|
|
$8.5
|
|
$250.2
|
|
184.9
|
|
82.2
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||
|
For the
Three Months Ended
March 31,
|
|
For the
Three Months Ended
March 31,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Service cost
|
$
|
1.1
|
|
|
$
|
1.0
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
1.2
|
|
|
1.4
|
|
|
0.5
|
|
|
0.6
|
|
||||
Expected return on plan assets
|
(2.2
|
)
|
|
(2.1
|
)
|
|
(1.1
|
)
|
|
(1.1
|
)
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(1.9
|
)
|
||||
Amortization of unrecognized net loss
|
0.6
|
|
|
0.5
|
|
|
0.1
|
|
|
0.1
|
|
||||
Net periodic benefit cost
|
$
|
0.7
|
|
|
$
|
0.8
|
|
|
$
|
(2.3
|
)
|
|
$
|
(2.2
|
)
|
|
For the
Three Months Ended
March 31
|
||||||
|
2013
|
|
2012
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest (net of amount capitalized)
|
$
|
47.3
|
|
|
$
|
55.0
|
|
Assets
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
4.3
|
|
Receivables
|
|
—
|
|
|
—
|
|
|
116.3
|
|
|
(7.0
|
)
|
|
109.3
|
|
|||||
Gas stored underground
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|||||
Prepayments
|
|
0.4
|
|
|
—
|
|
|
11.3
|
|
|
—
|
|
|
11.7
|
|
|||||
Other current assets
|
|
0.2
|
|
|
—
|
|
|
20.6
|
|
|
(6.8
|
)
|
|
14.0
|
|
|||||
Total current assets
|
|
0.6
|
|
|
2.0
|
|
|
151.4
|
|
|
(13.8
|
)
|
|
140.2
|
|
|||||
Investment in consolidated subsidiaries
|
|
1,343.9
|
|
|
5,911.7
|
|
|
—
|
|
|
(7,255.6
|
)
|
|
—
|
|
|||||
Property, plant and equipment, gross
|
|
0.6
|
|
|
0.3
|
|
|
8,469.6
|
|
|
—
|
|
|
8,470.5
|
|
|||||
Less–accumulated depreciation and
amortization
|
|
0.6
|
|
|
—
|
|
|
1,282.8
|
|
|
—
|
|
|
1,283.4
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
0.3
|
|
|
7,186.8
|
|
|
—
|
|
|
7,187.1
|
|
|||||
Other noncurrent assets
|
|
0.1
|
|
|
4.5
|
|
|
512.0
|
|
|
—
|
|
|
516.6
|
|
|||||
Advances to affiliates – noncurrent
|
|
2,519.4
|
|
|
115.7
|
|
|
775.3
|
|
|
(3,410.4
|
)
|
|
—
|
|
|||||
Total other assets
|
|
2,519.5
|
|
|
120.2
|
|
|
1,287.3
|
|
|
(3,410.4
|
)
|
|
516.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
|
$
|
3,864.0
|
|
|
$
|
6,034.2
|
|
|
$
|
8,625.5
|
|
|
$
|
(10,679.8
|
)
|
|
$
|
7,843.9
|
|
Liabilities & Partners' Capital/Member’s Equity
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Payables
|
|
$
|
0.5
|
|
|
$
|
0.2
|
|
|
$
|
66.9
|
|
|
$
|
(7.0
|
)
|
|
$
|
60.6
|
|
Payable to affiliates
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|||||
Other current liabilities
|
|
0.4
|
|
|
16.3
|
|
|
119.9
|
|
|
(6.8
|
)
|
|
129.8
|
|
|||||
Total current liabilities
|
|
3.9
|
|
|
16.5
|
|
|
186.8
|
|
|
(13.8
|
)
|
|
193.4
|
|
|||||
Total long-term debt
|
|
—
|
|
|
1,379.1
|
|
|
2,228.6
|
|
|
—
|
|
|
3,607.7
|
|
|||||
Payable to affiliate
|
|
16.0
|
|
|
3,294.7
|
|
|
115.7
|
|
|
(3,410.4
|
)
|
|
16.0
|
|
|||||
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
182.7
|
|
|
—
|
|
|
182.7
|
|
|||||
Total other liabilities and deferred
credits
|
|
16.0
|
|
|
3,294.7
|
|
|
298.4
|
|
|
(3,410.4
|
)
|
|
198.7
|
|
|||||
Total partners’ capital/member’s equity
|
|
3,844.1
|
|
|
1,343.9
|
|
|
5,911.7
|
|
|
(7,255.6
|
)
|
|
3,844.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Liabilities and Partners'
Capital/Member’s Equity
|
|
$
|
3,864.0
|
|
|
$
|
6,034.2
|
|
|
$
|
8,625.5
|
|
|
$
|
(10,679.8
|
)
|
|
$
|
7,843.9
|
|
Assets
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Cash and cash equivalents
|
|
$
|
0.1
|
|
|
$
|
1.0
|
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
Receivables
|
|
—
|
|
|
—
|
|
|
119.5
|
|
|
(7.3
|
)
|
|
112.2
|
|
|||||
Gas stored underground
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
|
7.0
|
|
|||||
Prepayments
|
|
—
|
|
|
—
|
|
|
15.2
|
|
|
—
|
|
|
15.2
|
|
|||||
Advances to affiliates
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
(2.0
|
)
|
|
—
|
|
|||||
Other current assets
|
|
0.4
|
|
|
—
|
|
|
18.1
|
|
|
(3.6
|
)
|
|
14.9
|
|
|||||
Total current assets
|
|
0.5
|
|
|
1.0
|
|
|
164.6
|
|
|
(12.9
|
)
|
|
153.2
|
|
|||||
Investment in consolidated subsidiaries
|
|
1,257.0
|
|
|
5,785.7
|
|
|
—
|
|
|
(7,042.7
|
)
|
|
—
|
|
|||||
Property, plant and equipment, gross
|
|
0.6
|
|
|
—
|
|
|
8,422.7
|
|
|
—
|
|
|
8,423.3
|
|
|||||
Less–accumulated depreciation and
amortization
|
|
0.6
|
|
|
—
|
|
|
1,233.5
|
|
|
—
|
|
|
1,234.1
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
—
|
|
|
7,189.2
|
|
|
—
|
|
|
7,189.2
|
|
|||||
Other noncurrent assets
|
|
0.1
|
|
|
4.8
|
|
|
515.2
|
|
|
—
|
|
|
520.1
|
|
|||||
Advances to affiliates – noncurrent
|
|
2,638.5
|
|
|
84.4
|
|
|
582.6
|
|
|
(3,305.5
|
)
|
|
—
|
|
|||||
Total other assets
|
|
2,638.6
|
|
|
89.2
|
|
|
1,097.8
|
|
|
(3,305.5
|
)
|
|
520.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
|
$
|
3,896.1
|
|
|
$
|
5,875.9
|
|
|
$
|
8,451.6
|
|
|
$
|
(10,361.1
|
)
|
|
$
|
7,862.5
|
|
Liabilities & Partners' Capital/Member’s Equity
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Payables
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
96.2
|
|
|
$
|
(7.3
|
)
|
|
$
|
89.0
|
|
Payable to affiliates
|
|
2.7
|
|
|
2.0
|
|
|
—
|
|
|
(2.0
|
)
|
|
2.7
|
|
|||||
Other current liabilities
|
|
0.2
|
|
|
16.9
|
|
|
150.4
|
|
|
(3.4
|
)
|
|
164.1
|
|
|||||
Total current liabilities
|
|
3.0
|
|
|
18.9
|
|
|
246.6
|
|
|
(12.7
|
)
|
|
255.8
|
|
|||||
Total long-term debt
|
|
—
|
|
|
1,378.9
|
|
|
2,160.3
|
|
|
—
|
|
|
3,539.2
|
|
|||||
Payable to affiliate
|
|
16.0
|
|
|
3,221.1
|
|
|
84.4
|
|
|
(3,305.5
|
)
|
|
16.0
|
|
|||||
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
174.6
|
|
|
(0.2
|
)
|
|
174.4
|
|
|||||
Total other liabilities and deferred
credits
|
|
16.0
|
|
|
3,221.1
|
|
|
259.0
|
|
|
(3,305.7
|
)
|
|
190.4
|
|
|||||
Total partners’ capital/member’s equity
|
|
3,877.1
|
|
|
1,257.0
|
|
|
5,785.7
|
|
|
(7,042.7
|
)
|
|
3,877.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Liabilities and Partners'
Capital/Member’s Equity
|
|
$
|
3,896.1
|
|
|
$
|
5,875.9
|
|
|
$
|
8,451.6
|
|
|
$
|
(10,361.1
|
)
|
|
$
|
7,862.5
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
305.8
|
|
|
$
|
(21.7
|
)
|
|
$
|
284.1
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
28.2
|
|
|
(0.1
|
)
|
|
28.1
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
350.3
|
|
|
(21.8
|
)
|
|
328.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Cost and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel and gas transportation
|
—
|
|
|
—
|
|
|
44.5
|
|
|
(21.8
|
)
|
|
22.7
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
40.2
|
|
|
—
|
|
|
40.2
|
|
|||||
Administrative and general
|
—
|
|
|
—
|
|
|
31.4
|
|
|
—
|
|
|
31.4
|
|
|||||
Other operating costs and expenses
|
—
|
|
|
—
|
|
|
92.5
|
|
|
—
|
|
|
92.5
|
|
|||||
Total operating costs and expenses
|
—
|
|
|
—
|
|
|
208.6
|
|
|
(21.8
|
)
|
|
186.8
|
|
|||||
Operating income
|
—
|
|
|
—
|
|
|
141.7
|
|
|
—
|
|
|
141.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
—
|
|
|
17.2
|
|
|
23.3
|
|
|
—
|
|
|
40.5
|
|
|||||
Interest expense, affiliate, net
|
(8.4
|
)
|
|
10.3
|
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Equity in earnings of subsidiaries
|
(93.0
|
)
|
|
(120.5
|
)
|
|
—
|
|
|
213.5
|
|
|
—
|
|
|||||
Miscellaneous other income
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Total other (income) deductions
|
(101.4
|
)
|
|
(93.0
|
)
|
|
21.0
|
|
|
213.5
|
|
|
40.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
101.4
|
|
|
93.0
|
|
|
120.7
|
|
|
(213.5
|
)
|
|
101.6
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
$
|
101.4
|
|
|
$
|
93.0
|
|
|
$
|
120.5
|
|
|
$
|
(213.5
|
)
|
|
$
|
101.4
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
309.3
|
|
|
$
|
(21.8
|
)
|
|
$
|
287.5
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
19.8
|
|
|
—
|
|
|
19.8
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
334.7
|
|
|
(21.8
|
)
|
|
312.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Cost and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fuel and gas transportation
|
—
|
|
|
—
|
|
|
40.5
|
|
|
(21.8
|
)
|
|
18.7
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
37.6
|
|
|
—
|
|
|
37.6
|
|
|||||
Administrative and general
|
—
|
|
|
—
|
|
|
34.2
|
|
|
—
|
|
|
34.2
|
|
|||||
Other operating costs and expenses
|
—
|
|
|
—
|
|
|
88.8
|
|
|
—
|
|
|
88.8
|
|
|||||
Total operating costs and expenses
|
—
|
|
|
—
|
|
|
201.1
|
|
|
(21.8
|
)
|
|
179.3
|
|
|||||
Operating income
|
—
|
|
|
—
|
|
|
133.6
|
|
|
—
|
|
|
133.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
—
|
|
|
15.9
|
|
|
23.1
|
|
|
—
|
|
|
39.0
|
|
|||||
Interest expense, affiliate, net
|
(9.2
|
)
|
|
13.6
|
|
|
(2.4
|
)
|
|
—
|
|
|
2.0
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Equity in earnings of subsidiaries
|
(83.4
|
)
|
|
(112.9
|
)
|
|
—
|
|
|
196.3
|
|
|
—
|
|
|||||
Miscellaneous other income
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Total other (income) deductions
|
(92.6
|
)
|
|
(83.4
|
)
|
|
20.5
|
|
|
196.3
|
|
|
40.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
92.6
|
|
|
83.4
|
|
|
113.1
|
|
|
(196.3
|
)
|
|
92.8
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
$
|
92.6
|
|
|
$
|
83.4
|
|
|
$
|
112.9
|
|
|
$
|
(196.3
|
)
|
|
$
|
92.6
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net Income
|
$
|
101.4
|
|
|
$
|
93.0
|
|
|
$
|
120.5
|
|
|
$
|
(213.5
|
)
|
|
$
|
101.4
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(Loss) gain on cash flow hedges
|
(4.5
|
)
|
|
(4.5
|
)
|
|
(4.5
|
)
|
|
9.0
|
|
|
(4.5
|
)
|
|||||
Reclassification adjustment
transferred to Net Income from
cash flow hedges
|
0.1
|
|
|
0.4
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
|||||
Pension and other postretirement
benefit costs
|
(1.7
|
)
|
|
(1.7
|
)
|
|
(1.7
|
)
|
|
3.4
|
|
|
(1.7
|
)
|
|||||
Total Comprehensive Income
|
$
|
95.3
|
|
|
$
|
87.2
|
|
|
$
|
114.0
|
|
|
$
|
(201.2
|
)
|
|
$
|
95.3
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net Income
|
$
|
92.6
|
|
|
$
|
83.4
|
|
|
$
|
112.9
|
|
|
$
|
(196.3
|
)
|
|
$
|
92.6
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gain (loss) on cash flow hedges
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|
(1.2
|
)
|
|
0.6
|
|
|||||
Reclassification adjustment
transferred to Net Income from
cash flow hedges
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.4
|
|
|||||
Pension and other postretirement
benefit costs
|
(1.7
|
)
|
|
(1.7
|
)
|
|
(1.7
|
)
|
|
3.4
|
|
|
(1.7
|
)
|
|||||
Total Comprehensive Income
|
$
|
91.9
|
|
|
$
|
82.7
|
|
|
$
|
111.8
|
|
|
$
|
(194.5
|
)
|
|
$
|
91.9
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net Cash Provided by (Used In)
Operating Activities
|
$
|
9.4
|
|
|
$
|
(27.0
|
)
|
|
$
|
146.9
|
|
|
$
|
—
|
|
|
$
|
129.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
(0.3
|
)
|
|
(70.3
|
)
|
|
—
|
|
|
(70.6
|
)
|
|||||
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|||||
Proceeds from insurance and other
recoveries
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|||||
Advances to affiliates, net
|
119.2
|
|
|
(31.3
|
)
|
|
(190.8
|
)
|
|
102.9
|
|
|
—
|
|
|||||
Investment in consolidated subsidiary
|
—
|
|
|
(12.0
|
)
|
|
—
|
|
|
12.0
|
|
|
—
|
|
|||||
Net Cash (Used in) Provided
by Investing Activities
|
119.2
|
|
|
(43.6
|
)
|
|
(258.7
|
)
|
|
114.9
|
|
|
(68.2
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
263.0
|
|
|
—
|
|
|
263.0
|
|
|||||
Repayment of borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
(195.0
|
)
|
|
—
|
|
|
(195.0
|
)
|
|||||
Contribution from parent
|
—
|
|
|
—
|
|
|
12.0
|
|
|
(12.0
|
)
|
|
—
|
|
|||||
Advances from affiliates, net
|
(0.4
|
)
|
|
71.6
|
|
|
31.3
|
|
|
(102.9
|
)
|
|
(0.4
|
)
|
|||||
Distributions paid
|
(128.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128.3
|
)
|
|||||
Net Cash Provided by (Used in)
Financing Activities
|
(128.7
|
)
|
|
71.6
|
|
|
111.3
|
|
|
(114.9
|
)
|
|
(60.7
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(Decrease) increase in Cash and Cash
Equivalents
|
(0.1
|
)
|
|
1.0
|
|
|
(0.5
|
)
|
|
—
|
|
|
0.4
|
|
|||||
Cash and Cash Equivalents at
Beginning of Period
|
0.1
|
|
|
1.0
|
|
|
2.8
|
|
|
—
|
|
|
3.9
|
|
|||||
Cash and Cash Equivalents at End of
Period
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
4.3
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net Cash Provided by (Used In)
Operating Activities
|
$
|
8.0
|
|
|
$
|
29.8
|
|
|
$
|
131.7
|
|
|
$
|
(59.7
|
)
|
|
$
|
109.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(26.0
|
)
|
|
—
|
|
|
(26.0
|
)
|
|||||
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||||
Proceeds from insurance and other
recoveries
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
Advances to affiliates, net
|
(134.0
|
)
|
|
(4.1
|
)
|
|
(102.1
|
)
|
|
240.2
|
|
|
—
|
|
|||||
Investment in consolidated subsidiary
|
(15.4
|
)
|
|
(15.4
|
)
|
|
—
|
|
|
30.8
|
|
|
—
|
|
|||||
Net Cash Provided by (Used in)
Investing Activities
|
(149.4
|
)
|
|
(19.5
|
)
|
|
(126.0
|
)
|
|
271.0
|
|
|
(23.9
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
180.0
|
|
|
190.0
|
|
|
—
|
|
|
370.0
|
|
|||||
Repayment of borrowings on revolving
credit agreement
|
—
|
|
|
(165.0
|
)
|
|
(165.0
|
)
|
|
—
|
|
|
(330.0
|
)
|
|||||
Contribution from parent
|
—
|
|
|
15.4
|
|
|
15.4
|
|
|
(30.8
|
)
|
|
—
|
|
|||||
Advances from affiliates, net
|
4.7
|
|
|
235.3
|
|
|
4.9
|
|
|
(240.2
|
)
|
|
4.7
|
|
|||||
Repayment of contribution received
related to predecessor equity |
—
|
|
|
(284.8
|
)
|
|
—
|
|
|
—
|
|
|
(284.8
|
)
|
|||||
Distributions paid
|
(114.0
|
)
|
|
—
|
|
|
(59.7
|
)
|
|
59.7
|
|
|
(114.0
|
)
|
|||||
Proceeds from sale of common units
|
245.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245.0
|
|
|||||
Capital contribution from general partner
|
5.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|||||
Net Cash (Used in) Provided by
Financing Activities
|
140.9
|
|
|
(19.1
|
)
|
|
(14.4
|
)
|
|
(211.3
|
)
|
|
(103.9
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Decrease in Cash and Cash
Equivalents
|
(0.5
|
)
|
|
(8.8
|
)
|
|
(8.7
|
)
|
|
—
|
|
|
(18.0
|
)
|
|||||
Cash and Cash Equivalents at
Beginning of Period
|
0.5
|
|
|
10.7
|
|
|
10.7
|
|
|
—
|
|
|
21.9
|
|
|||||
Cash and Cash Equivalents at End of
Period
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
Principal payments on long-term debt
(1)
|
$
|
3,620.0
|
|
|
$
|
—
|
|
|
$
|
525.0
|
|
|
$
|
1,420.0
|
|
|
$
|
1,675.0
|
|
Interest on long-term debt
(2)
|
924.6
|
|
|
150.1
|
|
|
286.1
|
|
|
215.4
|
|
|
273.0
|
|
|||||
Capital commitments
(3)
|
128.7
|
|
|
128.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
4,673.3
|
|
|
$
|
278.8
|
|
|
$
|
811.1
|
|
|
$
|
1,635.4
|
|
|
$
|
1,948.0
|
|
(1)
|
Includes our senior unsecured notes, having maturity dates from 2015 to 2027,
$370.0 million
of loans outstanding under our revolving credit facility, having a maturity date of April 27, 2017, and $225.0 million loans outstanding under our term-loan, having a maturity date of October 1, 2017.
|
(2)
|
Interest obligations represent interest due on our senior unsecured notes at fixed rates. Future interest obligations under our revolving credit facility are uncertain, due to the variable interest rate and fluctuating balances. Based on a
1.33%
weighted-average interest rate and an unused commitment fee of 0.16% as of
March 31, 2013
, $5.9 million, $11.8 million and $6.4 million would be due in less than one year, 1-3 years and 3-5 years. Based on a 1.95% weighted average interest rate on amounts outstanding under the Term Loan as of March 31, 2013, $4.4 million, $8.8 million and $6.6 million would be due in less than one year, 1-3 years and 3-5 years.
|
(3)
|
Capital commitments represent binding commitments under purchase orders for materials ordered but not received and firm commitments under binding construction service agreements existing at
March 31, 2013
.
|
•
|
our ability to maintain or replace expiring gas transportation and storage contracts and to sell short-term capacity on our pipelines;
|
•
|
the costs of maintaining and ensuring the integrity and reliability of our pipeline systems;
|
•
|
the impact of new pipelines or new gas supply sources on competition and basis spreads on our pipeline systems;
|
•
|
the impact of changes to laws and regulations, such as the proposed greenhouse gas legislation and other changes in environmental legislations, the pipeline safety bill, and regulatory changes that result from that legislation applicable to interstate pipelines, on our business, including our costs, liabilities and revenues;
|
•
|
the timing, cost, scope and financial performance of our recent, current and future growth projects;
|
•
|
the expansion into new product lines and geographic areas;
|
•
|
volatility or disruptions in the capital or financial markets;
|
•
|
the impact of FERC rate-making policies and actions on the services we offer and the rates we charge and our ability to recover the full cost of operating our pipelines, including earning a reasonable return;
|
•
|
operational hazards, litigation and unforeseen interruptions for which we may not have adequate or appropriate insurance coverage;
|
•
|
the future cost of insuring our assets;
|
•
|
our ability to access new sources of natural gas and the impact on us of any future decreases in supplies of natural gas in our supply areas;
|
•
|
the successful negotiation, consummation and completion of contemplated transactions and agreements, including obtaining all necessary regulatory approvals;
|
•
|
the impact on our system throughput and revenues from changes in the supply of and demand for natural gas, including as a result of commodity price changes; and
|
•
|
the additional risks and uncertainties as described in Part I, Item 1A,
Risk Factors
of our Annual Report on Form 10-K for the year ended December 31, 2012.
|
Period
|
|
Total number of units purchased
|
|
Average price paid per unit
|
|
Total number of units purchased as part of publicly announced plans or programs
|
|
Maximum number of units that may yet be purchased under the plans or programs
|
March 1, 2013 to March 31, 2013
(1)
|
|
7,484
|
|
$26.72
|
|
—
|
|
—
|
(1)
|
Our general partner purchased our common units and subsequently granted them to our outside directors as part of their annual director compensation.
|
|
Boardwalk Pipeline Partners, LP
|
|
|
By: Boardwalk GP, LP
its general partner
|
|
|
By: Boardwalk GP, LLC
its general partner
|
|
April 29, 2013
|
By:
|
/s/ Jamie L. Buskill
|
|
|
Jamie L. Buskill
Senior Vice President, Chief Financial and Administrative Officer and Treasurer
|
1)
|
I have reviewed this Quarterly Report on Form 10-Q of Boardwalk Pipeline Partners, LP;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
April 29, 2013
|
/s/ Stanley C. Horton
|
|
|
Stanley C. Horton
|
|
|
President, Chief Executive Officer and Director
|
1)
|
I have reviewed this Quarterly Report on Form 10-Q of Boardwalk Pipeline Partners, LP;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
April 29, 2013
|
/s/ Jamie L. Buskill
|
|
|
Jamie L. Buskill
|
|
|
Senior Vice President, Chief Financial and Administrative Officer and Treasurer
|