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
|
Pipeline and Storage Systems
|
|
Miles of Pipeline
|
|
Working Gas Storage Capacity
|
|
Peak-day Delivery Capacity
|
|
Average Daily Throughput
|
|
|
|
|
|
(Bcf)
|
|
(Bcf/d)
|
|
(Bcf/d)
|
|
Gulf Crossing
|
|
360
|
|
|
—
|
|
1.7
|
|
1.2
|
Gulf South
|
|
7,200
|
|
|
83.0
|
|
6.9
|
|
2.5
|
Texas Gas
|
|
6,100
|
|
|
84.0
|
|
4.6
|
|
2.6
|
Field Services
|
|
420
|
|
|
—
|
|
—
|
|
0.1
|
Petal
|
|
100
|
|
|
29.0
|
|
—
|
|
0.2
|
Louisiana Midstream
|
|
270
|
|
|
11.0
(1)
|
|
—
|
|
—
|
(1)
|
Louisiana Midstream also has approximately 17.6 MMbbls of salt-dome NGLs storage capacity in addition to the working gas storage capacity. Louisiana Midstream has two salt-dome caverns for use in providing brine supply services.
|
•
|
the Clean Air Act and analogous state laws which impose obligations related to air emissions, including, in the case of the Clean Air Act, greenhouse gas emissions and regulations affecting reciprocating engines subject to Maximum Achievable Control Technology (MACT) standards;
|
•
|
the Water Pollution Control Act, commonly referred to as the Clean Water Act, and analogous state laws which regulate discharge of wastewater from our facilities into state and federal waters;
|
•
|
the Comprehensive Environmental Response, Compensation and Liability Act, commonly referred to as CERCLA, or the Superfund law, and analogous state laws which regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by us or locations to which we have sent wastes for disposal;
|
•
|
the Resource Conservation and Recovery Act, and analogous state laws which impose requirements for the handling and discharge of solid and hazardous waste from our facilities; and
|
•
|
the Occupational Safety and Health Act (OSHA) and analogous state laws, which establish workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potential harmful effects of these substances, and appropriate control measures.
|
•
|
fluctuations in cash generated by our operations, including, as a result of the seasonality of our business, customer payment issues, general business conditions and market conditions, which impact, for example, contract renewals, basis spreads, time period price spreads, market rates and supply and demand for natural gas and our services;
|
•
|
the level of capital expenditures we make or anticipate making, including for expansion and growth projects;
|
•
|
the amount of cash necessary to meet current or anticipated debt service requirements and other liabilities;
|
•
|
fluctuations in our working capital needs;
|
•
|
our ability to borrow funds and/or access capital markets on acceptable terms to fund operations or capital expenditures, including acquisitions, and restrictions contained in our debt agreements; and
|
•
|
the cost and form of payment for pending or anticipated acquisitions and growth or expansion projects and the timing and commercial success of any such initiatives.
|
•
|
worldwide economic conditions;
|
•
|
weather conditions, seasonal trends and hurricane disruptions;
|
•
|
the relationship between the available supplies and the demand for natural gas and NGLs;
|
•
|
new supply sources;
|
•
|
the availability of adequate transportation capacity;
|
•
|
storage inventory levels;
|
•
|
the price and availability of oil and other forms of energy;
|
•
|
the effect of energy conservation measures;
|
•
|
the nature and extent of, and changes in, governmental regulation, new regulations adopted by the Environmental Protection Agency (EPA), for example, greenhouse gas legislation and taxation; and
|
•
|
the anticipated future prices of natural gas, oil and other commodities.
|
•
|
the diversion of management's and employees' attention from other business concerns;
|
•
|
inaccurate assumptions about volume, revenues and project costs, including potential synergies;
|
•
|
a decrease in our liquidity as a result of our using available cash or borrowing capacity to finance the acquisition or project;
|
•
|
a significant increase in our interest expense or financial leverage if we incur additional debt to finance the acquisition or project;
|
•
|
inaccurate assumptions about the overall costs of equity or debt;
|
•
|
an inability to hire, train or retain qualified personnel to manage and operate the acquired business and assets or the developed assets;
|
•
|
unforeseen difficulties operating in new product areas or new geographic areas; and
|
•
|
changes in regulatory requirements or delays of regulatory approvals.
|
•
|
an inability to integrate successfully the businesses we acquire;
|
•
|
the assumption of unknown liabilities for which we are not indemnified, for which our indemnity is inadequate or for which our insurance policies may exclude from coverage;
|
•
|
limitations on rights to indemnity from the seller; and
|
•
|
customer or key employee losses of an acquired business.
|
•
|
BPHC and its affiliates may engage in competition with us;
|
•
|
neither our partnership agreement nor any other agreement requires BPHC or its affiliates (other than our general partner) to pursue a business strategy that favors us. Directors and officers of BPHC and its affiliates have a fiduciary duty to make decisions in the best interest of BPHC shareholders, which may be contrary to our interests;
|
•
|
our general partner is allowed to take into account the interests of parties other than us, such as BPHC and its affiliates, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders;
|
•
|
some officers of our general partner who provide services to us may devote time to affiliates of our general partner and may be compensated for services rendered to such affiliates;
|
•
|
our partnership agreement limits the liability and reduces the fiduciary duties of our general partner and the remedies available to our unitholders for actions that, without these limitations, might constitute breaches of fiduciary duty. By purchasing common units, unitholders are consenting to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable law;
|
•
|
our general partner determines the amount and timing of asset purchases and sales, borrowings, repayments of indebtedness, issuances of additional partnership securities and cash reserves, each of which can affect the amount of cash that is available for distribution to our unitholders;
|
•
|
our general partner determines the amount and timing of any capital expenditures and whether an expenditure is for maintenance capital, which reduces operating surplus, or a capital improvement expenditure, which does not. Such determination can affect the amount of cash that is distributed to our unitholders;
|
•
|
in some instances, our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make incentive distributions;
|
•
|
our general partner determines which costs, including allocated overhead, incurred by it and its affiliates are reimbursable by us;
|
•
|
our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered on terms that are fair and reasonable to us or entering into additional contractual arrangements with any of these entities on our behalf, and provides that reimbursement to Loews for amounts allocable to us consistent with accounting and allocation methodologies generally permitted by FERC for rate-making purposes and past business practices is deemed fair and reasonable to us;
|
•
|
our general partner controls the enforcement of obligations owed to us by it and its affiliates;
|
•
|
our general partner intends to limit its liability regarding our contractual obligations;
|
•
|
our general partner decides whether to retain separate counsel, accountants or others to perform services for us; and
|
•
|
our general partner may exercise its rights to call and purchase (1) all of our common units if, at any time, it and its affiliates own more than 80% of the outstanding common units or (2) all of our equity securities (including common units), if it and its affiliates own more than 50% in the aggregate of the outstanding common units and any other classes of equity securities and it receives an opinion of outside legal counsel to the effect that our being a pass-through entity for tax purposes has or is reasonably likely to have a material adverse effect on the maximum applicable rates we can charge our customers.
|
•
|
permits our general partner to make a number of decisions in its individual capacity, as opposed to its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting us, our affiliates or any limited partner. Decisions made by our general partner in its individual capacity will be made by a majority of the owners of our general partner, and not by the board of directors of our general partner. Examples of these kinds of decisions include the exercise of its call rights, its voting rights with respect to the units it owns and its registration rights and the determination of whether to consent to any merger or consolidation of the partnership;
|
•
|
provides that our general partner shall not have any liability to us or our unitholders for decisions made in its capacity as general partner so long as it acted in good faith, meaning it believed that the decisions were in the best interests of the partnership;
|
•
|
generally provides that affiliate transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally provided to or available from unrelated third parties or be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and
|
•
|
provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud or willful misconduct.
|
|
Sales Price Range per
Common Unit
|
|
Cash Distributions
per
Common Unit
(1) (2)
|
||||||||
|
High
|
|
Low
|
|
|||||||
Year ended December 31, 2013:
|
|
|
|
|
|
||||||
Fourth quarter
|
$
|
31.91
|
|
|
$
|
24.07
|
|
|
$
|
0.1000
|
|
Third quarter
|
33.00
|
|
|
29.06
|
|
|
0.5325
|
|
|||
Second quarter
|
31.74
|
|
|
28.02
|
|
|
0.5325
|
|
|||
First quarter
|
29.33
|
|
|
25.32
|
|
|
0.5325
|
|
|||
Year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|||
Fourth quarter
|
$
|
28.04
|
|
|
$
|
23.55
|
|
|
$
|
0.5325
|
|
Third quarter
|
29.16
|
|
|
26.40
|
|
|
0.5325
|
|
|||
Second quarter
|
28.10
|
|
|
25.15
|
|
|
0.5325
|
|
|||
First quarter
|
29.43
|
|
|
26.09
|
|
|
0.5325
|
|
(1)
|
Represents cash distributions attributable to the quarter and declared and paid to limited partner unitholders within 60 days after quarter end.
|
(2)
|
We also paid cash distributions to our general partner with respect to its 2% general partner interest and, with respect to that portion of the distribution in excess of $0.4025 per unit, its IDRs described below. Our class B units converted into common units on a one-for-one basis on October 9, 2013, pursuant to the terms of our partnership agreement. Prior to the conversion, the class B unitholder participated in distributions on a pari passu basis with our common units up to $0.30 per quarter. The class B units did not participate in quarterly distributions above $0.30 per unit.
|
|
Total Quarterly Distribution
|
|
Marginal Percentage Interest
in Distributions
|
||
Target Amount
|
|
Limited Partner
Unitholders
(1)
|
|
General
Partner and IDRs
|
|
First Target Distribution
|
up to $0.4025
|
|
98%
|
|
2%
|
Second Target Distribution
|
above $0.4025
up to $0.4375
|
|
85%
|
|
15%
|
Third Target Distribution
|
above $0.4375
up to $0.5250
|
|
75%
|
|
25%
|
Thereafter
|
above $0.5250
|
|
50%
|
|
50%
|
(1)
|
Our class B units converted into common units on a one-for-one basis on October 9, 2013, pursuant to the terms of our partnership agreement. Prior to the conversion, distributions to our limited partner unitholders included distributions on behalf of our class B units. The class B units shared in quarterly distributions of available cash from operating surplus on a pari passu basis with our common units, until each common unit and class B unit received a quarterly distribution of $0.30. The class B units did not participate in quarterly distributions above $0.30 per unit.
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Total operating revenues
|
$
|
1,205.6
|
|
|
$
|
1,185.0
|
|
|
$
|
1,142.9
|
|
|
$
|
1,116.8
|
|
|
$
|
909.2
|
|
Net income attributable to controlling interest
|
253.7
|
|
|
306.0
|
|
|
217.0
|
|
|
289.4
|
|
|
162.7
|
|
|||||
Total assets
|
7,914.5
|
|
|
7,862.5
|
|
|
7,266.4
|
|
|
6,878.0
|
|
|
6,895.8
|
|
|||||
Long-term debt
|
3,424.4
|
|
|
3,539.2
|
|
|
3,398.7
|
|
|
3,252.3
|
|
|
3,100.0
|
|
|||||
Net income per common unit - basic
|
1.00
|
|
|
1.37
|
|
|
1.09
|
|
|
1.47
|
|
|
0.88
|
|
|||||
Net income per class B unit - basic
(1)
|
0.05
|
|
|
0.36
|
|
|
0.14
|
|
|
0.62
|
|
|
0.08
|
|
|||||
Net income per common unit - diluted
|
0.96
|
|
|
1.37
|
|
|
1.09
|
|
|
1.47
|
|
|
0.88
|
|
|||||
Net income per class B unit - diluted
(1)
|
0.48
|
|
|
0.36
|
|
|
0.14
|
|
|
0.62
|
|
|
0.08
|
|
|||||
Distributions per common unit
|
2.13
|
|
|
2.1275
|
|
|
2.095
|
|
|
2.030
|
|
|
1.950
|
|
|||||
Distributions per class B unit
(1)
|
0.90
|
|
|
1.20
|
|
|
1.20
|
|
|
1.20
|
|
|
1.20
|
|
|||||
Adjusted EBITDA
(2)
|
688.7
|
|
|
726.5
|
|
|
617.4
|
|
|
658.2
|
|
|
498.0
|
|
|||||
Distributable cash flow
(2)
|
558.6
|
|
|
497.4
|
|
|
407.9
|
|
|
467.5
|
|
|
322.5
|
|
(1)
|
On October 9, 2013, the class B units converted to common units on a one-for-one basis pursuant to the terms of our partnership agreement.
|
(2)
|
Non-GAAP Financial Measures.
|
•
|
our financial performance without regard to financing methods, capital structure or historical cost basis;
|
•
|
our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners;
|
•
|
our operating performance and return on invested capital as compared to those of other companies in the midstream portion of the natural gas and NGLs industry, without regard to financing methods and capital structure; and
|
•
|
the viability of acquisitions and capital expenditure projects.
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
(5)
|
|
2011
(5)
|
|
2010
|
|
2009
|
||||||||||
Net income attributable to controlling interest
|
$
|
253.7
|
|
|
$
|
306.0
|
|
|
$
|
217.0
|
|
|
$
|
289.4
|
|
|
$
|
162.7
|
|
Income taxes
|
0.5
|
|
|
0.5
|
|
|
0.4
|
|
|
0.5
|
|
|
0.3
|
|
|||||
Depreciation and amortization
|
271.6
|
|
|
252.3
|
|
|
227.3
|
|
|
217.9
|
|
|
203.1
|
|
|||||
Interest expense
|
163.4
|
|
|
168.4
|
|
|
159.9
|
|
|
151.0
|
|
|
132.1
|
|
|||||
Interest income
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|
(0.6
|
)
|
|
(0.2
|
)
|
|||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
13.2
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
$
|
688.7
|
|
|
$
|
726.5
|
|
|
$
|
617.4
|
|
|
$
|
658.2
|
|
|
$
|
498.0
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash paid for interest net of capitalized interest
(1)
|
151.0
|
|
|
169.8
|
|
|
172.7
|
|
|
146.3
|
|
|
124.4
|
|
|||||
Maintenance capital expenditures
(2)
|
69.7
|
|
|
79.8
|
|
|
94.6
|
|
|
63.0
|
|
|
58.9
|
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from insurance recoveries and settlements
(3)
|
—
|
|
|
9.2
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from sale of operating assets
|
60.7
|
|
|
5.9
|
|
|
31.5
|
|
|
30.9
|
|
|
—
|
|
|||||
Net (gain) loss on sale of operating assets
|
(29.5
|
)
|
|
(3.3
|
)
|
|
(8.6
|
)
|
|
(17.7
|
)
|
|
8.2
|
|
|||||
Asset impairment
|
4.1
|
|
|
9.1
|
|
|
30.5
|
|
|
5.8
|
|
|
—
|
|
|||||
Goodwill impairment
|
51.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
(4)
|
3.8
|
|
|
(0.4
|
)
|
|
(0.6
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||||
Distributable Cash Flow
|
$
|
558.6
|
|
|
$
|
497.4
|
|
|
$
|
407.9
|
|
|
$
|
467.5
|
|
|
$
|
322.5
|
|
(1)
|
The year ended December 31, 2012, included $9.6 million of payments related to the settlements of interest rate derivatives and the year ended December 31, 2011, included $21.0 million of premiums paid for the early extinguishment of debt.
|
(2)
|
The year ended December 31, 2011, included $14.3 million of maintenance capital expenditures related to repairs associated with a fire at our Carthage compressor station.
|
(3)
|
The years ended December 31, 2012 and 2011 represent insurance recoveries associated with the Carthage compressor fire and a legal settlement. All years exclude proceeds recognized in earnings.
|
(4)
|
Includes non-cash items such as the equity component of allowance for funds used during construction. The year ended December 31, 2013, includes ethylene inventory that was acquired through the acquisition of Louisiana Midstream and subsequently sold.
|
(5)
|
Certain amounts were reclassified within Total operating costs and expenses in the Consolidated Statements of Income for the 2012 and 2011 periods. Note 1 in Item 8 of this Report contains more information regarding the reclassification.
|
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
Principal payments on long-term debt
(1)
|
$
|
3,425.0
|
|
|
$
|
—
|
|
|
$
|
775.0
|
|
|
$
|
1,160.0
|
|
|
$
|
1,490.0
|
|
Interest on long-term debt
(2)
|
822.0
|
|
|
152.8
|
|
|
267.9
|
|
|
178.8
|
|
|
222.5
|
|
|||||
Capital commitments
(3)
|
86.1
|
|
|
86.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pipeline capacity agreements
(4)
|
43.9
|
|
|
10.9
|
|
|
19.6
|
|
|
13.4
|
|
|
—
|
|
|||||
Operating lease commitments
|
19.2
|
|
|
5.3
|
|
|
9.7
|
|
|
4.0
|
|
|
0.2
|
|
|||||
Capital lease commitments
(5)
|
15.6
|
|
|
1.0
|
|
|
2.0
|
|
|
2.0
|
|
|
10.6
|
|
|||||
Total
|
$
|
4,411.8
|
|
|
$
|
256.1
|
|
|
$
|
1,074.2
|
|
|
$
|
1,358.2
|
|
|
$
|
1,723.3
|
|
(1)
|
Includes our senior unsecured notes, having maturity dates from 2015 to 2027, $175.0 million of loans outstanding under our revolving credit facility, having a maturity date of April 27, 2017, and $225.0 million of 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 1.29% weighted-average interest rate and an unused commitment fee of 0.16% as of December 31, 2013, $3.5 million, $7.1 million and $1.2 million would be due in less than one year, 1-3 years and 3-5 years. Interest obligations under the Term Loan are also subject to variable interest rates. Based on a 1.92% weighted-average interest rate on amounts outstanding under the Term Loan as of December 31, 2013, $4.3 million, $8.6 million and $3.2 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 December 31, 2013.
|
(4)
|
The amounts shown are associated with pipeline capacity agreements on third-party pipelines that allow our operating subsidiaries to transport gas to off-system markets on behalf of our customers.
|
(5)
|
Capital lease commitments represent future non-cancelable minimum lease payments under a capital lease agreement.
|
•
|
our ability to maintain or replace expiring gas transportation and storage contracts and to sell short-term capacity on our pipelines;
|
•
|
the impact to our business of our declaring a lower distribution rate on our common units;
|
•
|
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;
|
•
|
volatility or disruptions in the capital or financial markets;
|
•
|
the impact of FERC rate-making policies and actions on the services we offer, the rates we charge, our ability to recover the full cost of operating our pipelines, including earning a reasonable return, and overall business strategies such as converting a portion of the Texas Gas pipeline to NGLs service;
|
•
|
the successful negotiation, consummation and completion of contemplated transactions, projects and agreements, including obtaining all necessary regulatory approvals, or the timing, cost, scope and financial performance of our recent, current and future
acquisitions and
growth projects;
|
•
|
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
success of our strategy to grow and diversify our business, including
expansion into new product lines and geographic areas;
|
•
|
our ability to access the bank and capital markets on acceptable terms to refinance our outstanding indebtedness and to fund our capital needs;
|
•
|
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; and
|
•
|
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.
|
|
2013
|
|
2012
|
||||
Carrying amount of fixed-rate debt
|
$
|
3,014.4
|
|
|
$
|
3,012.2
|
|
Fair value of fixed-rate debt
|
$
|
3,173.8
|
|
|
$
|
3,314.1
|
|
100 basis point increase in interest rates and resulting debt decrease
|
$
|
134.6
|
|
|
$
|
167.7
|
|
100 basis point decrease in interest rates and resulting debt increase
|
$
|
143.8
|
|
|
$
|
180.6
|
|
Weighted-average interest rate
|
5.32
|
%
|
|
5.32
|
%
|
|
December 31,
|
||||||
ASSETS
|
2013
|
|
2012
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
28.5
|
|
|
$
|
3.9
|
|
Receivables:
|
|
|
|
|
|
||
Trade, net
|
103.5
|
|
|
105.3
|
|
||
Affiliates
|
1.1
|
|
|
—
|
|
||
Other
|
15.7
|
|
|
6.9
|
|
||
Gas transportation receivables
|
7.8
|
|
|
9.0
|
|
||
Costs recoverable from customers
|
0.8
|
|
|
3.3
|
|
||
Gas and liquids stored underground
|
0.7
|
|
|
10.8
|
|
||
Prepayments
|
12.9
|
|
|
15.2
|
|
||
Other current assets
|
6.1
|
|
|
2.6
|
|
||
Total current assets
|
177.1
|
|
|
157.0
|
|
||
|
|
|
|
||||
Property, Plant and Equipment:
|
|
|
|
|
|
||
Natural gas transmission and other plant
|
8,548.8
|
|
|
8,165.3
|
|
||
Construction work in progress
|
174.5
|
|
|
258.0
|
|
||
Property, plant and equipment, gross
|
8,723.3
|
|
|
8,423.3
|
|
||
Less—accumulated depreciation and amortization
|
1,489.2
|
|
|
1,234.1
|
|
||
Property, plant and equipment, net
|
7,234.1
|
|
|
7,189.2
|
|
||
|
|
|
|
||||
Other Assets:
|
|
|
|
|
|
||
Goodwill
|
215.5
|
|
|
267.0
|
|
||
Gas stored underground
|
79.7
|
|
|
109.7
|
|
||
Investment in unconsolidated affiliates
|
78.6
|
|
|
—
|
|
||
Other
|
129.5
|
|
|
139.6
|
|
||
Total other assets
|
503.3
|
|
|
516.3
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
7,914.5
|
|
|
$
|
7,862.5
|
|
|
December 31,
|
||||||
LIABILITIES AND EQUITY
|
2013
|
|
2012
|
||||
Current Liabilities:
|
|
|
|
||||
Payables:
|
|
|
|
||||
Trade
|
$
|
65.1
|
|
|
$
|
69.8
|
|
Affiliates
|
1.2
|
|
|
2.7
|
|
||
Other
|
5.7
|
|
|
19.2
|
|
||
Gas Payables:
|
|
|
|
|
|
||
Transportation
|
8.8
|
|
|
10.4
|
|
||
Storage
|
0.2
|
|
|
3.5
|
|
||
Accrued taxes, other
|
46.1
|
|
|
40.5
|
|
||
Accrued interest
|
45.4
|
|
|
42.5
|
|
||
Accrued payroll and employee benefits
|
26.4
|
|
|
25.2
|
|
||
Deferred income
|
9.3
|
|
|
19.9
|
|
||
Other current liabilities
|
27.8
|
|
|
22.1
|
|
||
Total current liabilities
|
236.0
|
|
|
255.8
|
|
||
|
|
|
|
||||
Long–term debt and capital lease obligation
|
3,424.4
|
|
|
3,539.2
|
|
||
|
|
|
|
||||
Other Liabilities and Deferred Credits:
|
|
|
|
|
|
||
Pension liability
|
17.1
|
|
|
26.8
|
|
||
Asset retirement obligation
|
39.3
|
|
|
33.2
|
|
||
Provision for other asset retirement
|
57.6
|
|
|
57.4
|
|
||
Payable to affiliate
|
16.0
|
|
|
16.0
|
|
||
Other
|
60.7
|
|
|
57.0
|
|
||
Total other liabilities and deferred credits
|
190.7
|
|
|
190.4
|
|
||
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
||||
Partners’ Capital:
|
|
|
|
|
|
||
Common units – 243.3 million and 207.7 million units issued and
outstanding as of December 31, 2013 and 2012
|
3,963.4
|
|
|
3,190.3
|
|
||
Class B units – 22.9 million units issued and outstanding as of
December 31, 2012
|
—
|
|
|
678.3
|
|
||
General partner
|
77.3
|
|
|
75.8
|
|
||
Accumulated other comprehensive loss
|
(63.8
|
)
|
|
(67.3
|
)
|
||
Total partners’ capital
|
3,976.9
|
|
|
3,877.1
|
|
||
Noncontrolling interest
|
86.5
|
|
|
—
|
|
||
Total Equity
|
4,063.4
|
|
|
3,877.1
|
|
||
Total Liabilities and Equity
|
$
|
7,914.5
|
|
|
$
|
7,862.5
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Operating Revenues:
|
|
|
|
|
|
||||||
Transportation
|
$
|
1,028.0
|
|
|
$
|
1,058.3
|
|
|
$
|
1,067.2
|
|
Parking and lending
|
23.9
|
|
|
28.0
|
|
|
12.0
|
|
|||
Storage
|
110.9
|
|
|
84.7
|
|
|
52.2
|
|
|||
Other
|
42.8
|
|
|
14.0
|
|
|
11.5
|
|
|||
Total operating revenues
|
1,205.6
|
|
|
1,185.0
|
|
|
1,142.9
|
|
|||
|
|
|
|
|
|
||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|||
Fuel and transportation
|
93.4
|
|
|
79.4
|
|
|
102.8
|
|
|||
Operation and maintenance
|
186.5
|
|
|
167.2
|
|
|
175.2
|
|
|||
Administrative and general
|
117.4
|
|
|
115.3
|
|
|
137.2
|
|
|||
Depreciation and amortization
|
271.6
|
|
|
252.3
|
|
|
227.3
|
|
|||
Asset impairment
|
4.1
|
|
|
9.1
|
|
|
30.5
|
|
|||
Goodwill impairment
|
51.5
|
|
|
—
|
|
|
—
|
|
|||
Net gain on sale of operating assets
|
(29.5
|
)
|
|
(3.3
|
)
|
|
(8.6
|
)
|
|||
Taxes other than income taxes
|
96.1
|
|
|
91.2
|
|
|
89.3
|
|
|||
Total operating costs and expenses
|
791.1
|
|
|
711.2
|
|
|
753.7
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
414.5
|
|
|
473.8
|
|
|
389.2
|
|
|||
|
|
|
|
|
|
||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
163.4
|
|
|
161.5
|
|
|
151.9
|
|
|||
Interest expense – affiliates
|
—
|
|
|
6.9
|
|
|
8.0
|
|
|||
Loss on early retirement of debt
|
—
|
|
|
—
|
|
|
13.2
|
|
|||
Interest income
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|||
Equity losses in unconsolidated affiliates
|
1.2
|
|
|
—
|
|
|
—
|
|
|||
Miscellaneous other income
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.9
|
)
|
|||
Total other deductions
|
163.8
|
|
|
167.3
|
|
|
171.8
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
250.7
|
|
|
306.5
|
|
|
217.4
|
|
|||
|
|
|
|
|
|
||||||
Income taxes
|
0.5
|
|
|
0.5
|
|
|
0.4
|
|
|||
|
|
|
|
|
|
||||||
Net Income
|
250.2
|
|
|
306.0
|
|
|
217.0
|
|
|||
Net loss attributable to noncontrolling interests
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to controlling interests
|
$
|
253.7
|
|
|
$
|
306.0
|
|
|
$
|
217.0
|
|
Net Income per Unit:
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||||
Basic net income per unit:
|
|
|
|
|
|
|
|
|
|||
Common units
|
$
|
1.00
|
|
|
$
|
1.37
|
|
|
$
|
1.09
|
|
Class B units
|
$
|
0.05
|
|
|
$
|
0.36
|
|
|
$
|
0.14
|
|
Weighted-average number of units outstanding - basic
|
|
|
|
|
|
|
|
|
|||
Common units
|
220.5
|
|
|
191.9
|
|
|
173.3
|
|
|||
Class B units
|
17.6
|
|
|
22.9
|
|
|
22.9
|
|
|||
Diluted net income per unit:
|
|
|
|
|
|
||||||
Common units
|
$
|
0.96
|
|
|
$
|
1.37
|
|
|
$
|
1.09
|
|
Class B units
|
$
|
0.48
|
|
|
$
|
0.36
|
|
|
$
|
0.14
|
|
Weighted-average number of units outstanding - diluted
|
|
|
|
|
|
||||||
Common units
|
226.8
|
|
|
191.9
|
|
|
173.3
|
|
|||
Class B units
|
11.3
|
|
|
22.9
|
|
|
22.9
|
|
|||
Cash distribution declared and paid to common units
|
$
|
2.13
|
|
|
$
|
2.1275
|
|
|
$
|
2.095
|
|
Cash distribution declared and paid to class B units
|
$
|
0.90
|
|
|
$
|
1.20
|
|
|
$
|
1.20
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
250.2
|
|
|
$
|
306.0
|
|
|
$
|
217.0
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Gain (loss) on cash flow hedges
|
1.6
|
|
|
(7.1
|
)
|
|
3.1
|
|
|||
Reclassification adjustment transferred to Net Income from cash flow hedges
|
1.2
|
|
|
2.0
|
|
|
0.2
|
|
|||
Pension and other postretirement benefit costs
|
0.7
|
|
|
(12.8
|
)
|
|
(13.2
|
)
|
|||
Total Comprehensive Income
|
$
|
253.7
|
|
|
$
|
288.1
|
|
|
$
|
207.1
|
|
Comprehensive loss attributable to noncontrolling interests
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income attributable to controlling interests
|
$
|
257.2
|
|
|
$
|
288.1
|
|
|
$
|
207.1
|
|
|
For the Year Ended
December 31,
|
||||||||||
OPERATING ACTIVITIES:
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
250.2
|
|
|
$
|
306.0
|
|
|
$
|
217.0
|
|
Adjustments to reconcile net income to cash provided by operations:
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
271.6
|
|
|
252.3
|
|
|
227.3
|
|
|||
Amortization of deferred costs
|
5.5
|
|
|
6.4
|
|
|
9.3
|
|
|||
Asset impairment
|
4.1
|
|
|
9.1
|
|
|
30.5
|
|
|||
Goodwill impairment
|
51.5
|
|
|
—
|
|
|
—
|
|
|||
Loss on early retirement of debt
|
—
|
|
|
—
|
|
|
13.2
|
|
|||
Storage gas loss
|
—
|
|
|
—
|
|
|
3.7
|
|
|||
Net gain on sale of operating assets
|
(29.5
|
)
|
|
(3.3
|
)
|
|
(8.6
|
)
|
|||
Equity losses in unconsolidated affiliates
|
1.2
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|||||
Trade and other receivables
|
(10.0
|
)
|
|
5.4
|
|
|
(15.7
|
)
|
|||
Other receivables, affiliates
|
0.5
|
|
|
0.1
|
|
|
—
|
|
|||
Gas receivables and storage assets
|
18.0
|
|
|
(10.4
|
)
|
|
15.9
|
|
|||
Costs recoverable from customers
|
2.6
|
|
|
6.5
|
|
|
(2.6
|
)
|
|||
Other assets
|
(10.7
|
)
|
|
(1.7
|
)
|
|
(26.4
|
)
|
|||
Trade and other payables
|
(16.8
|
)
|
|
8.3
|
|
|
(4.1
|
)
|
|||
Other payables, affiliates
|
0.7
|
|
|
(3.1
|
)
|
|
—
|
|
|||
Gas payables
|
0.5
|
|
|
13.5
|
|
|
(17.2
|
)
|
|||
Accrued liabilities
|
8.6
|
|
|
(1.5
|
)
|
|
7.3
|
|
|||
Other liabilities
|
(13.7
|
)
|
|
(12.1
|
)
|
|
4.3
|
|
|||
Net cash provided by operating activities
|
534.3
|
|
|
575.5
|
|
|
453.9
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(294.8
|
)
|
|
(226.9
|
)
|
|
(141.9
|
)
|
|||
Proceeds from sale of operating assets
|
60.7
|
|
|
5.9
|
|
|
31.5
|
|
|||
Proceeds from insurance and other recoveries
|
1.4
|
|
|
10.4
|
|
|
9.6
|
|
|||
Investment in unconsolidated affiliates
|
(76.7
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(620.2
|
)
|
|
(545.5
|
)
|
|||
Net cash used in investing activities
|
(309.4
|
)
|
|
(830.8
|
)
|
|
(646.3
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term debt and term loans
|
—
|
|
|
818.0
|
|
|
636.8
|
|
|||
Repayment of borrowings from long-term debt, term loans and
subordinated debt
|
—
|
|
|
(525.0
|
)
|
|
(250.0
|
)
|
|||
Payments of premiums on extinguishment of long-term debt
|
—
|
|
|
—
|
|
|
(21.0
|
)
|
|||
Proceeds from borrowings on revolving credit agreement
|
1,128.0
|
|
|
2,135.0
|
|
|
585.0
|
|
|||
Repayment of borrowings on revolving credit agreement,
including financing costs
|
(1,255.0
|
)
|
|
(2,295.3
|
)
|
|
(830.0
|
)
|
|||
Contribution received related to predecessor equity
|
—
|
|
|
269.2
|
|
|
284.8
|
|
|||
Principal payment of capital lease obligation
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of contribution received related to predecessor equity
|
—
|
|
|
(554.0
|
)
|
|
—
|
|
|||
Advances from affiliate
|
(2.8
|
)
|
|
2.6
|
|
|
—
|
|
|||
Distributions paid
|
(533.9
|
)
|
|
(478.9
|
)
|
|
(419.9
|
)
|
|||
Capital contributions from noncontrolling interests
|
87.1
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of common units
|
368.7
|
|
|
847.7
|
|
|
170.0
|
|
|||
Capital contribution from general partner
|
7.8
|
|
|
18.0
|
|
|
3.6
|
|
|||
Net cash (used in) provided by financing activities
|
(200.3
|
)
|
|
237.3
|
|
|
159.3
|
|
|||
Increase (decrease) in cash and cash equivalents
|
24.6
|
|
|
(18.0
|
)
|
|
(33.1
|
)
|
|||
Cash and cash equivalents at beginning of period
|
3.9
|
|
|
21.9
|
|
|
55.0
|
|
|||
Cash and cash equivalents at end of period
|
$
|
28.5
|
|
|
$
|
3.9
|
|
|
$
|
21.9
|
|
|
Partners' Capital
|
|
|
|
|
||||||||||||||||||||||
|
Common
Units
|
|
Class B
Units
|
|
General
Partner
|
|
Predecessor Equity
|
|
Accumulated Other Comp
Income (Loss)
|
|
Non-controlling Interests
|
|
Total Equity
|
||||||||||||||
Balance January 1, 2011
|
$
|
2,534.4
|
|
|
$
|
683.6
|
|
|
$
|
62.9
|
|
|
$
|
—
|
|
|
$
|
(39.5
|
)
|
|
—
|
|
|
$
|
3,241.4
|
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss)
|
171.4
|
|
|
22.6
|
|
|
26.2
|
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
217.0
|
|
|||||||
Distributions paid
|
(361.7
|
)
|
|
(27.5
|
)
|
|
(30.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(419.9
|
)
|
|||||||
Sale of common units, net of
related transaction costs
|
170.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170.0
|
|
|||||||
Capital contribution from
general partner
|
—
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
|||||||
Contribution received related
to predecessor equity
|
—
|
|
|
—
|
|
|
—
|
|
|
284.8
|
|
|
—
|
|
|
—
|
|
|
284.8
|
|
|||||||
Other comprehensive loss,
net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.9
|
)
|
|
—
|
|
|
(9.9
|
)
|
|||||||
Balance December 31, 2011
|
$
|
2,514.1
|
|
|
$
|
678.7
|
|
|
$
|
62.0
|
|
|
$
|
281.6
|
|
|
$
|
(49.4
|
)
|
|
$
|
—
|
|
|
$
|
3,487.0
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss)
|
245.0
|
|
|
27.5
|
|
|
35.7
|
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
306.0
|
|
|||||||
Distributions paid
|
(411.8
|
)
|
|
(27.4
|
)
|
|
(39.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(478.9
|
)
|
|||||||
Sale of common units, net of
related transaction costs
|
847.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
847.7
|
|
|||||||
Capital contribution from
general partner
|
—
|
|
|
—
|
|
|
18.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.0
|
|
|||||||
Contribution received related
to predecessor equity
|
—
|
|
|
—
|
|
|
—
|
|
|
269.2
|
|
|
—
|
|
|
—
|
|
|
269.2
|
|
|||||||
Predecessor equity carrying
amount of acquired entities
|
—
|
|
|
—
|
|
|
—
|
|
|
(548.6
|
)
|
|
—
|
|
|
—
|
|
|
(548.6
|
)
|
|||||||
Excess purchase price over
net acquired assets
|
(4.7
|
)
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|||||||
Other comprehensive loss,
net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.9
|
)
|
|
—
|
|
|
(17.9
|
)
|
|||||||
Balance December 31, 2012
|
$
|
3,190.3
|
|
|
$
|
678.3
|
|
|
$
|
75.8
|
|
|
$
|
—
|
|
|
$
|
(67.3
|
)
|
|
$
|
—
|
|
|
$
|
3,877.1
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income (loss)
|
194.5
|
|
|
20.2
|
|
|
39.0
|
|
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|
250.2
|
|
|||||||
Distributions paid
|
(468.0
|
)
|
|
(20.6
|
)
|
|
(45.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(533.9
|
)
|
|||||||
Sale of common units, net
of related transaction
costs
|
368.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
368.7
|
|
|||||||
Capital contribution from
general partner
|
—
|
|
|
—
|
|
|
7.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
|||||||
Conversion of class B units to common units
|
677.9
|
|
|
(677.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Capital contributions from
noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90.0
|
|
|
90.0
|
|
|||||||
Other comprehensive loss,
net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
3.5
|
|
|||||||
Balance December 31, 2013
|
$
|
3,963.4
|
|
|
$
|
—
|
|
|
$
|
77.3
|
|
|
$
|
—
|
|
|
$
|
(63.8
|
)
|
|
$
|
86.5
|
|
|
$
|
4,063.4
|
|
|
For the Year Ended
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Capitalized interest and allowance for borrowed funds used during construction
|
$
|
6.4
|
|
|
$
|
4.7
|
|
|
$
|
2.0
|
|
Allowance for equity funds used during construction
|
0.2
|
|
|
0.4
|
|
|
0.6
|
|
Cash
|
$
|
15.0
|
|
Investment in unconsolidated affiliates
|
78.6
|
|
|
Construction work in progress
|
6.8
|
|
|
Trade payables
|
0.2
|
|
|
Other payables
|
4.7
|
|
|
|
|
•
|
Revenues and operating costs were based on actual results for the periods indicated, except that transaction costs related to the acquisitions of Louisiana Midstream and Petal were excluded;
|
•
|
Interest expense was based upon the amount of borrowings outstanding and the average cost of debt; and
|
•
|
Depreciation and amortization expense was calculated using PPE and intangible asset amounts as determined in the purchase price allocation and estimated useful lives.
|
2014
|
$
|
5.3
|
|
2015
|
4.9
|
|
|
2016
|
4.8
|
|
|
2017
|
2.6
|
|
|
2018
|
1.4
|
|
|
Thereafter
|
0.2
|
|
|
Total
|
$
|
19.2
|
|
2014
|
$
|
10.9
|
|
2015
|
10.3
|
|
|
2016
|
9.3
|
|
|
2017
|
8.7
|
|
|
2018
|
4.7
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
43.9
|
|
2014
|
$
|
1.0
|
|
2015
|
1.0
|
|
|
2016
|
1.0
|
|
|
2017
|
1.0
|
|
|
2018
|
1.0
|
|
|
Thereafter
|
10.6
|
|
|
Total minimum lease payments
|
15.6
|
|
|
Less amounts representing interest
|
(5.2
|
)
|
|
Present value of obligation under capital lease
|
10.4
|
|
|
Less: current portion of obligations under capital lease
(recorded in other current liabilities)
|
(0.4
|
)
|
|
Long-term obligations under capital lease
|
$
|
10.0
|
|
|
|
|
Fair Value Measurements at
December 31, 2013 |
|
|
||||||||||||
|
December 31, 2013
|
|
Quoted prices in active markets for identical assets (Level 1)
|
|
Significant other observable inputs (Level 2)
|
|
Significant unobservable inputs
(Level 3)
|
|
Total Gains (losses) for the year ended
December 31, 2013
|
||||||||
Recurring fair value measurements - Assets
|
|
|
|
|
|
|
|||||||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
0.5
|
|
|
|
$—
|
|
|
$
|
0.5
|
|
|
|
$—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
In 2012, the Partnership determined that it would retire a number of small-diameter pipeline assets and recorded an asset impairment charge of
$5.2 million
comprised of the carrying amount of the assets and amounts related to asset retirement obligations for the assets. Additionally, in 2012, the Partnership recorded an asset impairment charge when it determined that it would retire a turbine associated with one of its compressor stations which had a carrying amount of
$1.1 million
.
|
(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
|
||||||||||||||||||||||||
|
December 31, 2013
|
|
December 31, 2012
|
|
December 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
|
|
$
|
0.5
|
|
|
|
Other current assets
|
|
$
|
0.1
|
|
|
|
Other current liabilities
|
|
$
|
—
|
|
|
|
Other current liabilities
|
|
$
|
0.1
|
|
|
|
Other non-current assets
|
|
$
|
—
|
|
|
|
Other non-current assets
|
|
$
|
—
|
|
|
|
Other non-current liabilities
|
|
$
|
—
|
|
|
|
Other non-current liabilities
|
|
$
|
—
|
|
|
|
|
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
|
|
$
|
1.6
|
|
|
Operating revenues
|
|
$
|
—
|
|
|
N/A
|
|
$
|
—
|
|
|
|
|
|
Net gain on disposal of operating assets
|
|
1.2
|
|
|
N/A
|
|
—
|
|
||||
Interest rate contracts
(1)
|
|
—
|
|
|
Interest expense
|
|
(2.4
|
)
|
|
N/A
|
|
—
|
|
|||
|
|
$
|
1.6
|
|
|
|
|
$
|
(1.2
|
)
|
|
|
|
$
|
—
|
|
(1)
|
Related to amounts deferred in AOCI from Treasury rate locks used in hedging interest payments associated with debt offerings that were settled in current and previous periods and are being amortized to earnings over the terms of the related interest payments, generally the terms of the related debt.
|
|
|
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
|
|
$
|
—
|
|
|
Operating revenues
(2)
|
|
$
|
0.1
|
|
|
N/A
|
|
$
|
—
|
|
Interest rate contracts
(1)
|
|
(7.1
|
)
|
|
Interest expense
|
|
(2.1
|
)
|
|
N/A
|
|
—
|
|
|||
|
|
$
|
(7.1
|
)
|
|
|
|
$
|
(2.0
|
)
|
|
|
|
$
|
—
|
|
(1)
|
Related to amounts deferred in AOCI from Treasury rate locks used in hedging interest payments associated with debt offerings that were settled in previous periods and are being amortized to earnings over the terms of the related interest payments, generally the terms of the related debt.
|
(2)
|
$0.1 million
was 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
|
|
$
|
3.1
|
|
|
Operating revenues
(2)
|
|
$
|
1.5
|
|
|
N/A
|
|
$
|
—
|
|
Interest rate contracts
(1)
|
|
—
|
|
|
Interest expense
|
|
(1.7
|
)
|
|
N/A
|
|
—
|
|
|||
|
|
$
|
3.1
|
|
|
|
|
$
|
(0.2
|
)
|
|
|
|
$
|
—
|
|
(1)
|
Related to amounts deferred in AOCI from Treasury rate locks used in hedging interest payments associated with debt offerings that were settled in previous periods and are being amortized to earnings over the terms of the related interest payments, generally the terms of the related debt.
|
(2)
|
$1.1 million
was recorded in
Transportation
revenues and
$0.4 million
was recorded in
Other
revenues.
|
As of December 31, 2013
|
|
|
|
Estimated Fair Value
|
||||||||||||||||
Financial Assets
|
|
Carrying Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Cash and cash equivalents
|
|
$
|
28.5
|
|
|
$
|
28.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
|
$
|
3,414.4
|
|
(1)
|
$
|
—
|
|
|
$
|
3,573.8
|
|
|
$
|
—
|
|
|
$
|
3,573.8
|
|
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
|
)
|
Gain recorded in accumulated other comprehensive loss
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|||
Reclassifications:
|
|
|
|
|
|
||||||
Transportation operating revenues
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
Other operating revenues
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Disposal of operating assets
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||
Interest expense
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|||
Pension and other postretirement benefit costs
|
—
|
|
|
0.7
|
|
|
0.7
|
|
|||
|
|
|
|
|
|
||||||
Ending balance, December 31, 2013
|
$
|
(12.7
|
)
|
|
$
|
(51.1
|
)
|
|
$
|
(63.8
|
)
|
|
Cash Flow Hedges
|
|
Pension and Other Postretirement Costs
|
|
Total
|
||||||
Beginning balance, January 1, 2012
|
$
|
(10.4
|
)
|
|
$
|
(39.0
|
)
|
|
$
|
(49.4
|
)
|
Loss recorded in accumulated other comprehensive loss
|
(7.1
|
)
|
|
—
|
|
|
(7.1
|
)
|
|||
Reclassifications:
|
|
|
|
|
|
||||||
Other operating revenues
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Interest expense
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|||
Pension and other postretirement benefit costs
|
—
|
|
|
(12.8
|
)
|
|
(12.8
|
)
|
|||
|
|
|
|
|
|
||||||
Ending balance, December 31, 2012
|
$
|
(15.5
|
)
|
|
$
|
(51.8
|
)
|
|
$
|
(67.3
|
)
|
Category
|
|
2013 Class
Amount
|
|
Weighted-Average
Useful Lives
(Years)
|
|
2012 Class
Amount
|
|
Weighted-Average
Useful Lives
(Years)
|
||||
Depreciable plant:
|
|
|
|
|
|
|
|
|
||||
Transmission
|
|
$
|
7,067.7
|
|
|
37
|
|
$
|
6,908.3
|
|
|
37
|
Storage
|
|
749.7
|
|
|
38
|
|
732.3
|
|
|
38
|
||
Gathering
|
|
326.0
|
|
|
27
|
|
151.0
|
|
|
21
|
||
General
|
|
160.3
|
|
|
13
|
|
145.5
|
|
|
12
|
||
Rights of way and other
|
|
111.1
|
|
|
35
|
|
105.2
|
|
|
33
|
||
Total utility depreciable plant
|
|
8,414.8
|
|
|
36
|
|
8,042.3
|
|
|
36
|
||
|
|
|
|
|
|
|
|
|
||||
Non-depreciable:
|
|
|
|
|
|
|
|
|
|
|
||
Construction work in progress
|
|
174.5
|
|
|
|
|
258.0
|
|
|
|
||
Storage
|
|
90.8
|
|
|
|
|
80.0
|
|
|
|
||
Land
|
|
26.9
|
|
|
|
|
26.7
|
|
|
|
||
Other
|
|
16.3
|
|
|
|
|
16.3
|
|
|
|
||
Total non-depreciable assets
|
|
308.5
|
|
|
|
|
381.0
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||
Total PPE
|
|
8,723.3
|
|
|
|
|
8,423.3
|
|
|
|
||
Less: accumulated depreciation
|
|
1,489.2
|
|
|
|
|
1,234.1
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||
Total PPE, net
|
|
$
|
7,234.1
|
|
|
|
|
$
|
7,189.2
|
|
|
|
|
2013
|
|
2012
|
||||||||||||
|
Gross PPE
Investment
|
|
Accumulated Depreciation
|
|
Gross PPE
Investment
|
|
Accumulated Depreciation
|
||||||||
Bistineau storage
|
$
|
55.8
|
|
|
$
|
15.1
|
|
|
$
|
55.7
|
|
|
$
|
13.4
|
|
Mobile Bay Pipeline
|
11.1
|
|
|
3.1
|
|
|
11.1
|
|
|
2.8
|
|
||||
NGL pipelines and facilities
|
34.8
|
|
|
1.3
|
|
|
34.8
|
|
|
0.2
|
|
||||
Offshore and other assets
|
19.0
|
|
|
13.4
|
|
|
19.0
|
|
|
13.0
|
|
||||
Total
|
$
|
120.7
|
|
|
$
|
32.9
|
|
|
$
|
120.6
|
|
|
$
|
29.4
|
|
Balance as of January 1, 2012
|
$
|
215.0
|
|
Acquisition of Louisiana Midstream
(1)
|
52.0
|
|
|
Balance as of December 31, 2012
|
$
|
267.0
|
|
Goodwill impairment charge
|
(51.5
|
)
|
|
Balance as of December 31, 2013
|
$
|
215.5
|
|
|
December 31,
|
|||||
|
2013
|
2012
|
||||
Gross carrying amount
|
$
|
39.4
|
|
$
|
39.4
|
|
Accumulated amortization
|
(2.1
|
)
|
(0.8
|
)
|
||
Net carrying amount
|
$
|
37.3
|
|
$
|
38.6
|
|
|
|
|
2014
|
$
|
1.3
|
|
2015
|
1.3
|
|
|
2016
|
1.3
|
|
|
2017
|
1.3
|
|
|
2018
|
1.3
|
|
|
Thereafter
|
30.8
|
|
|
|
$
|
37.3
|
|
|
2013
|
|
2012
|
||||
Balance at beginning of year
|
$
|
39.0
|
|
|
$
|
20.0
|
|
Liabilities recorded
|
8.0
|
|
|
4.9
|
|
||
Liabilities settled
|
(1.7
|
)
|
|
(0.6
|
)
|
||
Liabilities incurred from assets acquired
(1)
|
—
|
|
|
13.6
|
|
||
Accretion expense
|
1.8
|
|
|
1.1
|
|
||
Balance at end of year
|
47.1
|
|
|
39.0
|
|
||
Less: Current portion of asset retirement obligations
|
(7.8
|
)
|
|
(5.8
|
)
|
||
Long-term asset retirement obligations
|
$
|
39.3
|
|
|
$
|
33.2
|
|
1)
|
Represents the fair value of the asset retirement obligations assumed through the acquisition of Louisiana Midstream.
|
|
2013
|
|
2012
|
||||
Regulatory Assets:
|
|
|
|
||||
Pension
|
$
|
10.6
|
|
|
$
|
10.6
|
|
Tax effect of AFUDC equity
|
3.9
|
|
|
4.3
|
|
||
Unamortized debt expense and premium on reacquired debt
|
11.5
|
|
|
13.5
|
|
||
Fuel tracker
|
0.8
|
|
|
3.3
|
|
||
Total regulatory assets
|
$
|
26.8
|
|
|
$
|
31.7
|
|
Regulatory Liabilities:
|
|
|
|
|
|
||
Cashout and fuel tracker
|
$
|
1.1
|
|
|
$
|
0.9
|
|
Provision for other asset retirement
|
57.6
|
|
|
57.4
|
|
||
Unamortized discount on long-term debt
|
(1.8
|
)
|
|
(2.2
|
)
|
||
Postretirement benefits other than pension
|
32.7
|
|
|
29.3
|
|
||
Other
|
—
|
|
|
0.1
|
|
||
Total regulatory liabilities
|
$
|
89.6
|
|
|
$
|
85.5
|
|
|
2013
|
|
2012
|
||||
Notes and Debentures:
|
|
|
|
||||
Boardwalk Pipelines
|
|
|
|
||||
5.88% Notes due 2016
|
$
|
250.0
|
|
|
$
|
250.0
|
|
5.50% Notes due 2017
|
300.0
|
|
|
300.0
|
|
||
5.20% Notes due 2018
|
185.0
|
|
|
185.0
|
|
||
5.75% Notes due 2019
|
350.0
|
|
|
350.0
|
|
||
3.375% Notes due 2023
|
300.0
|
|
|
300.0
|
|
||
|
|
|
|
||||
Gulf South
|
|
|
|
|
|
||
5.05% Notes due 2015
|
275.0
|
|
|
275.0
|
|
||
6.30% Notes due 2017
|
275.0
|
|
|
275.0
|
|
||
4.00% Notes due 2022
|
300.0
|
|
|
300.0
|
|
||
|
|
|
|
||||
Texas Gas
|
|
|
|
|
|
||
4.60% Notes due 2015
|
250.0
|
|
|
250.0
|
|
||
4.50% Notes due 2021
|
440.0
|
|
|
440.0
|
|
||
7.25% Debentures due 2027
|
100.0
|
|
|
100.0
|
|
||
Total notes and debentures
|
3,025.0
|
|
|
3,025.0
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Term Loan:
|
225.0
|
|
|
225.0
|
|
||
|
|
|
|
||||
Revolving Credit Facility:
|
|
|
|
|
|
||
Boardwalk Pipelines
|
—
|
|
|
—
|
|
||
Gulf Crossing
|
175.0
|
|
|
302.0
|
|
||
Gulf South
|
—
|
|
|
—
|
|
||
Texas Gas
|
—
|
|
|
—
|
|
||
Total revolving credit facility
|
175.0
|
|
|
302.0
|
|
||
|
|
|
|
||||
Capital lease:
|
10.0
|
|
|
—
|
|
||
|
3,435.0
|
|
|
3,552.0
|
|
||
Less: unamortized debt discount
|
(10.6
|
)
|
|
(12.8
|
)
|
||
Total Long-Term Debt and Capital Lease Obligation
|
$
|
3,424.4
|
|
|
$
|
3,539.2
|
|
2014
|
$
|
—
|
|
2015
|
525.0
|
|
|
2016
|
250.0
|
|
|
2017
|
975.0
|
|
|
2018
|
185.0
|
|
|
Thereafter
|
1,490.0
|
|
|
Total long-term debt
|
$
|
3,425.0
|
|
Date of
Issuance
|
|
Issuing Subsidiary
|
|
Amount of
Issuance
|
|
Purchaser
Discounts
and
Expenses
|
|
Net
Proceeds
|
|
Interest
Rate
|
|
Maturity Date
|
|
Interest Payable
|
|||||||
November 2012
|
|
Boardwalk Pipelines
|
|
$
|
300.0
|
|
|
$
|
2.4
|
|
|
$
|
297.6
|
|
(1)
|
3.375
|
%
|
|
February 1, 2023
|
|
February 1 and August 1
|
June 2012
|
|
Gulf South
|
|
$
|
300.0
|
|
|
$
|
3.5
|
|
|
$
|
296.5
|
|
(2)
|
4.00
|
%
|
|
June 15, 2022
|
|
June 15 and December 15
|
January and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
June 2011
|
|
Texas Gas
|
|
$
|
440.0
|
|
|
$
|
2.4
|
|
|
$
|
437.6
|
|
(3)
|
4.50
|
%
|
|
February 1, 2021
|
|
February 1 and August 1
|
(1)
|
The net proceeds of this offering were used to reduce borrowings under the Partnership’s revolving credit facility and Subordinated Loan.
|
(2)
|
The net proceeds of this offering were used to reduce borrowings under the Partnership’s revolving credit facility and to redeem
$225.0 million
of Gulf South's
5.75%
notes due
August 2012
(2012 Notes) discussed below.
|
(3)
|
The net proceeds of these offerings were used to reduce borrowings under the Partnership’s revolving credit facility and to redeem
$250.0 million
of Texas Gas’
5.50%
notes due
April 2013
(2013 Notes) discussed below.
|
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
|
May 2013
|
|
12.7
|
|
$30.12
|
|
$12.3
|
|
$376.5
|
|
220.3
|
|
117.6
|
October 2012
(1)
|
|
11.2
|
|
$26.99
|
|
$10.4
|
|
$297.6
|
|
207.7
|
|
105.0
|
August 2012
(1)
|
|
11.6
|
|
$27.80
|
|
$11.2
|
|
$317.9
|
|
196.5
|
|
93.8
|
February 2012
(1)
|
|
9.2
|
|
$27.55
|
|
$8.5
|
|
$250.2
|
|
184.9
|
|
82.2
|
June 1, 2011
(1)
|
|
6.0
|
|
$29.33
|
|
$6.0
|
|
$173.6
|
|
175.7
|
|
73.0
|
(1)
|
BPHC waived the prepayment provisions under the Subordinated Loans that would have required prepayment of the Subordinated Loans as a result of these issuances.
|
|
Common
Units
|
|
Class B
Units
(1)
|
||
Balance, January 1, 2011
|
169.7
|
|
|
22.9
|
|
Common units issued in connection with underwritten offerings
|
6.0
|
|
|
—
|
|
Balance, December 31, 2011
|
175.7
|
|
|
22.9
|
|
Common units issued in connection with underwritten offerings
|
32.0
|
|
|
—
|
|
Balance, December 31, 2012
|
207.7
|
|
|
22.9
|
|
Common units issued in connection with underwritten offerings
|
12.7
|
|
|
—
|
|
Conversion of class B units
|
22.9
|
|
|
(22.9
|
)
|
Balance, December 31, 2013
|
243.3
|
|
|
—
|
|
(1)
|
On October 9, 2013, all of the
22.9 million
class B units were converted into common units on a one-for-one basis, pursuant to the terms of the partnership agreement.
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||
|
For the Year Ended
December 31,
|
|
For the Year Ended
December 31,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of period
|
$
|
152.5
|
|
|
$
|
140.2
|
|
|
$
|
59.5
|
|
|
$
|
54.0
|
|
Service cost
|
3.9
|
|
|
4.0
|
|
|
0.5
|
|
|
0.5
|
|
||||
Interest cost
|
5.0
|
|
|
5.8
|
|
|
2.1
|
|
|
2.4
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.8
|
|
||||
Actuarial loss (gain)
|
(1.2
|
)
|
|
9.4
|
|
|
(8.3
|
)
|
|
5.2
|
|
||||
Benefits paid
|
(0.4
|
)
|
|
(6.9
|
)
|
|
(4.6
|
)
|
|
(3.4
|
)
|
||||
Settlement charge
|
(11.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of period
|
$
|
148.5
|
|
|
$
|
152.5
|
|
|
$
|
50.0
|
|
|
$
|
59.5
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of period
|
$
|
125.7
|
|
|
$
|
112.9
|
|
|
$
|
86.7
|
|
|
$
|
81.8
|
|
Actual return on plan assets
|
14.4
|
|
|
12.2
|
|
|
(2.2
|
)
|
|
7.3
|
|
||||
Benefits paid
|
(0.4
|
)
|
|
(6.9
|
)
|
|
(4.6
|
)
|
|
(3.4
|
)
|
||||
Settlement
|
(11.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
3.0
|
|
|
7.5
|
|
|
0.1
|
|
|
0.2
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.8
|
|
||||
Fair value of plan assets at end of period
|
$
|
131.4
|
|
|
$
|
125.7
|
|
|
$
|
80.8
|
|
|
$
|
86.7
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status
|
$
|
(17.1
|
)
|
|
$
|
(26.8
|
)
|
|
$
|
30.8
|
|
|
$
|
27.2
|
|
|
|
|
|
|
|
|
|
||||||||
Items not recognized as components of net periodic cost:
|
|
|
|
|
|
|
|
|
|
||||||
Prior service cost (credit)
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
(16.4
|
)
|
|
$
|
(24.2
|
)
|
Net actuarial loss
|
24.4
|
|
|
34.7
|
|
|
10.6
|
|
|
12.2
|
|
||||
Total
|
$
|
24.4
|
|
|
$
|
34.8
|
|
|
$
|
(5.8
|
)
|
|
$
|
(12.0
|
)
|
|
Retirement Plans
|
||||||
|
For the Year Ended
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Projected benefit obligation
|
$
|
148.5
|
|
|
$
|
152.5
|
|
Accumulated benefit obligation
|
138.4
|
|
|
139.3
|
|
||
Fair value of plan assets
|
131.4
|
|
|
125.7
|
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||||||||||
|
For the Year Ended
December 31,
|
|
For the Year Ended
December 31,
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Service cost
|
$
|
3.9
|
|
|
$
|
4.0
|
|
|
$
|
3.9
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.4
|
|
Interest cost
|
5.0
|
|
|
5.8
|
|
|
6.4
|
|
|
2.1
|
|
|
2.4
|
|
|
2.6
|
|
||||||
Expected return on plan assets
|
(9.1
|
)
|
|
(8.6
|
)
|
|
(8.0
|
)
|
|
(4.5
|
)
|
|
(4.3
|
)
|
|
(3.3
|
)
|
||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.8
|
)
|
|
(7.8
|
)
|
|
(7.8
|
)
|
||||||
Amortization of unrecognized net loss
|
2.1
|
|
|
2.1
|
|
|
1.2
|
|
|
—
|
|
|
0.1
|
|
|
0.7
|
|
||||||
Settlement charge
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Regulatory asset decrease
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||||
Net periodic benefit cost
|
$
|
3.6
|
|
|
$
|
3.3
|
|
|
$
|
3.5
|
|
|
$
|
(9.7
|
)
|
|
$
|
(9.1
|
)
|
|
$
|
(3.2
|
)
|
|
Retirement
Plans
|
|
PBOP
|
||||
2014
|
$
|
13.1
|
|
|
$
|
3.2
|
|
2015
|
10.4
|
|
|
3.2
|
|
||
2016
|
15.8
|
|
|
3.2
|
|
||
2017
|
16.2
|
|
|
3.2
|
|
||
2018
|
15.2
|
|
|
3.3
|
|
||
2019-2022
|
74.4
|
|
|
16.4
|
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||||
|
For the Year Ended
December 31,
|
|
For the Year Ended
December 31,
|
||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||
|
Pension
|
|
SRP
|
|
Pension
|
|
SRP
|
|
|
|
|
||||||
Discount rate
|
4.00
|
%
|
|
4.25
|
%
|
|
3.25
|
%
|
|
3.50
|
%
|
|
4.50
|
%
|
|
3.90
|
%
|
Expected return on plan assets
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
5.30
|
%
|
|
5.30
|
%
|
Rate of compensation increase
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
—
|
|
|
—
|
|
|
Retirement Plans
|
|
PBOP
|
|||||||||||||||||||||||
|
For the Year Ended
December 31,
|
|
For the Year Ended
December 31,
|
|||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Pension
|
|
SRP
|
|
Pension
|
|
SRP
|
|
Pension
|
|
SRP
|
|
|
|
|
|
|
|||||||||
Discount rate
|
3.25%/4.10%
(1)
|
|
|
3.50
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
3.90
|
%
|
|
4.70
|
%
|
|
5.38
|
%
|
Expected return on plan assets
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
5.30
|
%
|
|
5.30
|
%
|
|
4.64
|
%
|
Rate of compensation increase
|
3.50
|
%
|
|
3.50
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Effect of 1% Increase:
|
|
2013
|
||
Benefit obligation at end of year
|
|
$
|
1.9
|
|
Total of service and interest costs for year
|
|
0.1
|
|
Effect of 1% Decrease:
|
|
|
||
Benefit obligation at end of year
|
|
$
|
(1.6
|
)
|
Total of service and interest costs for year
|
|
(0.1
|
)
|
|
Master Trust Assets
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity securities
|
$
|
44.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44.6
|
|
Short-term investments
|
4.4
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
||||
Other assets
|
—
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
||||
Fixed income mutual funds
|
100.1
|
|
|
0.3
|
|
|
—
|
|
|
100.4
|
|
||||
Asset-backed securities
|
—
|
|
|
5.8
|
|
|
—
|
|
|
5.8
|
|
||||
Limited partnerships :
|
|
|
|
|
|
|
|
|
|
|
|||||
Hedge funds
|
—
|
|
|
57.5
|
|
|
29.7
|
|
|
87.2
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
11.7
|
|
|
11.7
|
|
||||
Total investments
|
$
|
149.1
|
|
|
$
|
67.0
|
|
|
$
|
41.4
|
|
|
$
|
257.5
|
|
|
Master Trust Assets
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity securities
|
$
|
37.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37.2
|
|
Short-term investments
|
4.2
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||
Fixed income mutual funds
|
110.3
|
|
|
—
|
|
|
—
|
|
|
110.3
|
|
||||
Asset-backed securities
|
—
|
|
|
3.0
|
|
|
—
|
|
|
3.0
|
|
||||
Limited partnerships:
|
|
|
|
|
|
|
|
|
|
|
|||||
Hedge funds
|
—
|
|
|
53.3
|
|
|
32.0
|
|
|
85.3
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
7.1
|
|
|
7.1
|
|
||||
Total investments
|
$
|
151.7
|
|
|
$
|
56.3
|
|
|
$
|
39.1
|
|
|
$
|
247.1
|
|
|
Limited
Partnerships:
Hedge Funds
|
|
Limited
Partnerships:
Private Equity
|
||||
Balance, January 1, 2012
|
$
|
25.5
|
|
|
$
|
7.4
|
|
Actual return on assets still held
|
3.8
|
|
|
0.5
|
|
||
Actual return on assets sold
|
(0.1
|
)
|
|
0.5
|
|
||
Purchases, sales and settlements
|
2.8
|
|
|
(1.3
|
)
|
||
Net transfers in/(out) of Level 3
|
—
|
|
|
—
|
|
||
Balance, December 31, 2012
|
$
|
32.0
|
|
|
$
|
7.1
|
|
Actual return on assets still held
|
6.2
|
|
|
2.1
|
|
||
Actual return on assets sold
|
(0.3
|
)
|
|
(0.3
|
)
|
||
Purchases, sales and settlements
|
(8.2
|
)
|
|
2.8
|
|
||
Net transfers in/(out) of Level 3
|
—
|
|
|
—
|
|
||
Balance, December 31, 2013
|
$
|
29.7
|
|
|
$
|
11.7
|
|
|
PBOP Trust Assets
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Short-term investments
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
Fixed income mutual funds
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
||||
Asset-backed securities
|
—
|
|
|
19.8
|
|
|
—
|
|
|
19.8
|
|
||||
Corporate and other bonds
|
—
|
|
|
16.9
|
|
|
—
|
|
|
16.9
|
|
||||
Tax exempt securities
|
—
|
|
|
38.6
|
|
|
—
|
|
|
38.6
|
|
||||
Total investments
|
$
|
5.5
|
|
|
$
|
75.3
|
|
|
$
|
—
|
|
|
$
|
80.8
|
|
|
PBOP Trust Assets
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Short-term investments
|
$
|
3.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.3
|
|
Fixed income mutual funds
|
3.8
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
||||
Asset-backed securities
|
—
|
|
|
21.0
|
|
|
—
|
|
|
21.0
|
|
||||
Corporate and other bonds
|
—
|
|
|
20.7
|
|
|
—
|
|
|
20.7
|
|
||||
Tax exempt securities
|
—
|
|
|
37.9
|
|
|
—
|
|
|
37.9
|
|
||||
Total investments
|
$
|
7.1
|
|
|
$
|
79.6
|
|
|
$
|
—
|
|
|
$
|
86.7
|
|
|
Phantom Common Units
|
|
Total Fair Value
(in millions)
|
|
Weighted-Average Vesting Period
(in years)
|
|
||||
Outstanding at January 1, 2012
(1)
|
218,089
|
|
(2)
|
$
|
5.3
|
|
|
2.9
|
|
|
Granted
|
22,814
|
|
|
0.6
|
|
|
2.4
|
|
|
|
Paid
|
(24,270
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
|
Forfeited
|
(24,038
|
)
|
|
—
|
|
|
—
|
|
|
|
Outstanding at December 31, 2012
(1)
|
192,595
|
|
|
4.7
|
|
|
2.0
|
|
|
|
Granted
|
220,808
|
|
|
5.7
|
|
|
2.8
|
|
|
|
Forfeited
|
(33,355
|
)
|
|
—
|
|
|
—
|
|
|
|
Outstanding at December 31, 2013
(1)
|
380,048
|
|
|
$
|
10.9
|
|
|
1.5
|
|
|
(1)
|
Represents fair value and remaining weighted-average vesting period of outstanding awards at the end of the period.
|
(2)
|
Includes
24,270
of Phantom Common Units with a total value of
$0.8 million
which vested on December 16, 2011 and were paid in cash on January 20, 2012.
|
|
UARs
|
|
Weighted- Average
Exercise Price
|
|
Total Fair Value
(in millions)
|
|
Weighted-Average Vesting Period
(in years)
|
||||||
Outstanding at January 1, 2012
(1)
|
656,517
|
|
|
$
|
29.28
|
|
|
$
|
3.0
|
|
|
2.3
|
|
Forfeited
|
(83,638
|
)
|
|
|
|
|
|
|
|||||
Granted
(2)
|
6,786
|
|
|
26.46
|
|
|
—
|
|
|
2.7
|
|
||
Granted
(3)
|
26,082
|
|
|
27.90
|
|
|
0.1
|
|
|
2.2
|
|
||
Outstanding at December 31, 2012
(1)
|
605,747
|
|
|
29.18
|
|
|
1.7
|
|
|
1.4
|
|
||
Paid
|
(359,148
|
)
|
|
|
|
|
|
|
|||||
Forfeited
|
(61,400
|
)
|
|
|
|
|
|
|
|||||
Granted
(4)
|
293,809
|
|
|
27.57
|
|
|
1.8
|
|
|
2.8
|
|
||
Outstanding at December 31, 2013
(1)
|
479,008
|
|
|
$
|
27.47
|
|
|
$
|
1.9
|
|
|
1.5
|
|
(1)
|
Represents weighted-average exercise price, remaining weighted-average vesting period and total fair value of outstanding awards at the end of the period.
|
(2)
|
Represents the weighted-average exercise price and weighted-average vesting period of awards at grant date. The exercise price for each UAR granted was set at
$26.46
, the closing price of the Partnership’s common units on the New York Stock Exchange on the grant date on March 31, 2012.
|
(3)
|
Represents the weighted-average exercise price and weighted-average vesting period of awards at grant date. The exercise price for each UAR granted was set at
$27.90
, the closing price of the Partnership’s common units on the New York Stock Exchange on the grant date on September 30, 2012.
|
(4)
|
Represents the weighted-average exercise price and weighted-average vesting period of awards at grant date. The exercise price for each UAR granted was set at
$27.57
, the closing price of the Partnership’s common units on the New York Stock Exchange on the grant date on February 7, 2013.
|
|
Grant Date Assumptions for Grants Made in 2013
|
|
Grant Date Assumptions for Grants Made in 2012
|
Expected life (years)
|
2.8
|
|
2.2 - 2.7
|
Risk free interest rate
(1)
|
0.35%
|
|
0.29% - 0.47%
|
Expected volatility
(2)
|
32%
|
|
31% - 34%
|
(1)
|
Based on the U.S. Treasury yield curve corresponding to the remaining life of the UAR.
|
(2)
|
Based on the historical volatility of the Partnership’s common units.
|
|
Phantom GP Units
|
|
Total Fair Value
(in millions)
|
|
Weighted-Average Vesting Period
(in years)
|
||||
Outstanding at January 1, 2012
(1)
|
262.5
|
|
|
$
|
12.4
|
|
|
0.8
|
|
Paid
|
(116.5
|
)
|
|
(5.0
|
)
|
|
—
|
|
|
Forfeited
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
Outstanding at December 31, 2012
(1)
|
145.0
|
|
|
6.9
|
|
|
0.2
|
|
|
Paid
|
(145.0
|
)
|
|
(7.2
|
)
|
|
—
|
|
|
Outstanding at December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
—
|
|
(1)
|
Represents fair value and remaining weighted-average vesting period of outstanding awards at the end of the period.
|
|
Total Quarterly Distribution
|
|
Marginal Percentage
Interest in
Distributions
|
||
|
Target Amount
|
|
Limited Partner
Unitholders
(1)
|
|
General
Partner
and IDRs
|
First Target Distribution
|
up to $0.4025
|
|
98%
|
|
2%
|
Second Target Distribution
|
above $0.4025 up to $0.4375
|
|
85%
|
|
15%
|
Third Target Distribution
|
above $0.4375 up to $0.5250
|
|
75%
|
|
25%
|
Thereafter
|
above $0.5250
|
|
50%
|
|
50%
|
(1)
|
The class B unitholders participated in distributions on a pari passu basis with the Partnership’s common units up to
$0.30
per unit per quarter. The class B units did not participate in quarterly distributions above
$0.30
per unit and converted into common units on a one-for-one basis on October 9, 2013.
|
Payment Date
|
|
Distribution
per Unit
|
|
Amount Paid to Common
Unitholders
|
|
Amount Paid
to Class B
Unitholder
|
|
Amount Paid to General Partner (Including IDRs)
(1)
|
||||||||
November 14, 2013
|
|
$
|
0.5325
|
|
|
$
|
129.5
|
|
|
$
|
—
|
|
(2)
|
$
|
12.4
|
|
August 15, 2013
|
|
0.5325
|
|
|
117.3
|
|
|
6.9
|
|
|
11.4
|
|
||||
May 16, 2013
|
|
0.5325
|
|
|
110.6
|
|
|
6.8
|
|
|
10.7
|
|
||||
February 28, 2013
|
|
0.5325
|
|
|
110.6
|
|
|
6.9
|
|
|
10.8
|
|
||||
November 15, 2012
|
|
0.5325
|
|
|
110.6
|
|
|
6.9
|
|
|
10.8
|
|
||||
August 16, 2012
|
|
0.5325
|
|
|
104.6
|
|
|
6.9
|
|
|
10.2
|
|
||||
May 17, 2012
|
|
0.5325
|
|
|
98.5
|
|
|
6.8
|
|
|
9.6
|
|
||||
February 23, 2012
|
|
0.530
|
|
|
98.1
|
|
|
6.8
|
|
|
9.1
|
|
||||
November 17, 2011
|
|
0.5275
|
|
|
92.7
|
|
|
6.9
|
|
|
8.2
|
|
||||
August 18, 2011
|
|
0.525
|
|
|
92.2
|
|
|
6.9
|
|
|
7.8
|
|
||||
May 19, 2011
|
|
0.5225
|
|
|
88.6
|
|
|
6.9
|
|
|
7.4
|
|
||||
February 24, 2011
|
|
0.520
|
|
|
88.2
|
|
|
6.8
|
|
|
7.3
|
|
(1)
|
In 2013, 2012 and 2011, the Partnership paid
$34.6 million
,
$30.1 million
and
$22.3 million
in distributions on behalf of IDRs.
|
(2)
|
On October 9, 2013, all of the
22.9 million
Class B units were converted into common units on a one-for-one basis, pursuant to the terms of the partnership agreement.
|
|
Total
|
|
Common
Units
|
|
Class B
Units
|
|
General Partner and IDRs
|
||||||||
Net income
|
$
|
250.2
|
|
|
|
|
|
|
|
||||||
Less: Net loss attributable to noncontrolling interests
|
(3.5
|
)
|
|
|
|
|
|
|
|||||||
Net income attributable to controlling interests
|
253.7
|
|
|
|
|
|
|
|
|||||||
Declared distribution
|
430.5
|
|
|
$
|
381.8
|
|
|
$
|
13.7
|
|
|
$
|
35.0
|
|
|
Assumed allocation of undistributed net loss - basic
|
(176.8
|
)
|
|
(160.5
|
)
|
|
(12.8
|
)
|
|
(3.5
|
)
|
||||
Assumed allocation of net income attributable to limited
partner unitholders and general partner - basic
|
$
|
253.7
|
|
|
$
|
221.3
|
|
|
$
|
0.9
|
|
|
$
|
31.5
|
|
Allocation for diluted earnings per unit
|
—
|
|
|
(4.6
|
)
|
|
4.6
|
|
|
—
|
|
||||
Assumed allocation of net income attributable to limited
partner unitholders and general partner - diluted
|
$
|
253.7
|
|
|
$
|
216.7
|
|
|
$
|
5.5
|
|
|
$
|
31.5
|
|
Weighted-average units outstanding - basic
|
|
|
|
220.5
|
|
|
17.6
|
|
|
|
|
||||
Weighted-average units outstanding - diluted
|
|
|
226.8
|
|
|
11.3
|
|
|
|
||||||
Net income per unit - basic
|
|
|
|
$
|
1.00
|
|
|
$
|
0.05
|
|
|
|
|
||
Net income per unit - diluted
|
|
|
$
|
0.96
|
|
|
$
|
0.48
|
|
|
|
|
Total
|
|
Common
Units
|
|
Class B
Units
|
|
General Partner and IDRs
|
||||||||
Net income
|
$
|
306.0
|
|
|
|
|
|
|
|
||||||
Less: Net loss attributable to predecessor equity
|
(2.2
|
)
|
|
|
|
|
|
|
|||||||
Net income attributable to controlling interests
|
308.2
|
|
|
|
|
|
|
|
|||||||
Declared distribution
|
493.1
|
|
|
$
|
424.3
|
|
|
$
|
27.5
|
|
|
$
|
41.3
|
|
|
Assumed allocation of undistributed net loss
|
(184.9
|
)
|
|
(162.0
|
)
|
|
(19.2
|
)
|
|
(3.7
|
)
|
||||
Assumed allocation of net income attributable to limited
partner unitholders and general partner
|
$
|
308.2
|
|
|
$
|
262.3
|
|
|
$
|
8.3
|
|
|
$
|
37.6
|
|
Weighted-average units outstanding
|
|
|
|
191.9
|
|
|
22.9
|
|
|
|
|
||||
Net income per unit
|
|
|
|
$
|
1.37
|
|
|
$
|
0.36
|
|
|
|
|
|
Total
|
|
Common
Units
|
|
Class B
Units
|
|
General Partner and IDRs
|
||||||||
Net income
|
$
|
217.0
|
|
|
|
|
|
|
|
||||||
Less: Net loss attributable to predecessor equity
|
(3.2
|
)
|
|
|
|
|
|
|
|||||||
Net income attributable to controlling interests
|
220.2
|
|
|
|
|
|
|
|
|||||||
Declared distribution
|
431.6
|
|
|
$
|
371.6
|
|
|
$
|
27.5
|
|
|
$
|
32.5
|
|
|
Assumed allocation of undistributed net loss
|
(211.4
|
)
|
|
(183.0
|
)
|
|
(24.2
|
)
|
|
(4.2
|
)
|
||||
Assumed allocation of net income attributable to limited
partner unitholders and general partner
|
$
|
220.2
|
|
|
$
|
188.6
|
|
|
$
|
3.3
|
|
|
$
|
28.3
|
|
Weighted-average units outstanding
|
|
|
|
173.3
|
|
|
22.9
|
|
|
|
|
||||
Net income per unit
|
|
|
|
$
|
1.09
|
|
|
$
|
0.14
|
|
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Current expense:
|
|
|
|
|
|
||||||
State
|
$
|
0.4
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.3
|
|
Total
|
0.4
|
|
|
(0.2
|
)
|
|
0.3
|
|
|||
Deferred provision:
|
|
|
|
|
|
|
|
|
|||
State
|
0.1
|
|
|
0.7
|
|
|
0.1
|
|
|||
Total
|
0.1
|
|
|
0.7
|
|
|
0.1
|
|
|||
Income taxes
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.4
|
|
|
For the Year Ended December 31,
|
||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
Revenue
|
|
%
|
|
Revenue
|
|
%
|
|
Revenue
|
|
%
|
||||||
Devon Gas Services, LP
|
$
|
127.1
|
|
|
11%
|
|
$
|
133.3
|
|
|
12%
|
|
$
|
134.2
|
|
|
12%
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest (net of amount capitalized)
(1)
|
$
|
151.0
|
|
|
$
|
169.8
|
|
|
$
|
172.7
|
|
Income taxes, net
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
Non-cash adjustments:
|
|
|
|
|
|
|
|
|
|||
Accounts payable and PPE
(2)
|
$
|
38.1
|
|
|
$
|
37.9
|
|
|
$
|
23.8
|
|
Capital lease obligations incurred
|
$
|
10.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
The 2012 period includes payments of
$9.6 million
related to the settlements of interest rate derivatives and the 2011 period includes premium payments of
$21.0 million
related to the 2013 Notes redemption.
|
(2)
|
The 2012 amount was restated to include
$1.9 million
previously excluded.
|
|
2013
|
||||||||||||||
|
For the Quarter Ended:
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Operating revenues
|
$
|
312.9
|
|
|
$
|
275.5
|
|
|
$
|
288.7
|
|
|
$
|
328.5
|
|
Operating expenses
|
254.4
|
|
|
172.3
|
|
|
177.6
|
|
|
186.8
|
|
||||
Operating income
|
58.5
|
|
|
103.2
|
|
|
111.1
|
|
|
141.7
|
|
||||
Interest expense, net
|
41.1
|
|
|
40.9
|
|
|
40.6
|
|
|
40.3
|
|
||||
Other (income) expense
|
0.5
|
|
|
0.6
|
|
|
—
|
|
|
(0.2
|
)
|
||||
Income before income taxes
|
16.9
|
|
|
61.7
|
|
|
70.5
|
|
|
101.6
|
|
||||
Income taxes
|
0.2
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
||||
Net income
|
16.7
|
|
|
61.7
|
|
|
70.4
|
|
|
101.4
|
|
||||
Net loss attributable to
noncontrolling interests
|
(2.8
|
)
|
|
(0.6
|
)
|
|
(0.1
|
)
|
|
—
|
|
||||
Net income attributable to
controlling interests
|
$
|
19.5
|
|
|
$
|
62.3
|
|
|
$
|
70.5
|
|
|
$
|
101.4
|
|
Basic net income per unit:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common units
|
$
|
0.08
|
|
|
$
|
0.27
|
|
|
$
|
0.28
|
|
|
$
|
0.42
|
|
Class B units
|
$
|
(0.02
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
0.03
|
|
|
$
|
0.19
|
|
Diluted net income per unit:
|
|
|
|
|
|
|
|
||||||||
Common units
|
$
|
0.08
|
|
|
$
|
0.21
|
|
|
$
|
0.28
|
|
|
$
|
0.42
|
|
Class B units
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.03
|
|
|
$
|
0.19
|
|
|
2012
|
||||||||||||||
|
For the Quarter Ended:
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Operating revenues
|
$
|
325.7
|
|
|
$
|
270.6
|
|
|
$
|
275.8
|
|
|
$
|
312.9
|
|
Operating expenses
|
195.5
|
|
|
169.1
|
|
|
167.3
|
|
|
179.3
|
|
||||
Operating income
|
130.2
|
|
|
101.5
|
|
|
108.5
|
|
|
133.6
|
|
||||
Interest expense, net
|
40.1
|
|
|
43.3
|
|
|
43.4
|
|
|
40.9
|
|
||||
Other (income) expense
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Income before income taxes
|
90.2
|
|
|
58.3
|
|
|
65.2
|
|
|
92.8
|
|
||||
Income taxes
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
||||
Net income
|
$
|
90.1
|
|
|
$
|
58.2
|
|
|
$
|
65.1
|
|
|
$
|
92.6
|
|
Basic net income per unit:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common units
|
$
|
0.38
|
|
|
$
|
0.26
|
|
|
$
|
0.30
|
|
|
$
|
0.43
|
|
Class B units
|
$
|
0.14
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.07
|
|
|
$
|
0.19
|
|
Diluted net income per unit:
|
|
|
|
|
|
|
|
||||||||
Common units
|
$
|
0.38
|
|
|
$
|
0.26
|
|
|
$
|
0.30
|
|
|
$
|
0.43
|
|
Class B units
|
$
|
0.14
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.07
|
|
|
$
|
0.19
|
|
Assets
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Cash and cash equivalents
|
|
$
|
0.2
|
|
|
$
|
9.2
|
|
|
$
|
19.1
|
|
|
$
|
—
|
|
|
$
|
28.5
|
|
Receivables
|
|
—
|
|
|
—
|
|
|
119.2
|
|
|
—
|
|
|
119.2
|
|
|||||
Receivables - affiliate
|
|
0.1
|
|
|
0.1
|
|
|
14.3
|
|
|
(13.4
|
)
|
|
1.1
|
|
|||||
Gas and liquids stored underground
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||||
Prepayments
|
|
0.3
|
|
|
—
|
|
|
12.6
|
|
|
—
|
|
|
12.9
|
|
|||||
Advances to affiliates
|
|
—
|
|
|
—
|
|
|
194.4
|
|
|
(194.4
|
)
|
|
—
|
|
|||||
Other current assets
|
|
—
|
|
|
—
|
|
|
23.8
|
|
|
(9.1
|
)
|
|
14.7
|
|
|||||
Total current assets
|
|
0.6
|
|
|
9.3
|
|
|
384.1
|
|
|
(216.9
|
)
|
|
177.1
|
|
|||||
Investment in consolidated subsidiaries
|
|
1,480.8
|
|
|
6,138.3
|
|
|
—
|
|
|
(7,619.1
|
)
|
|
—
|
|
|||||
Property, plant and equipment, gross
|
|
0.6
|
|
|
—
|
|
|
8,722.7
|
|
|
—
|
|
|
8,723.3
|
|
|||||
Less–accumulated depreciation and
amortization
|
|
0.6
|
|
|
—
|
|
|
1,488.6
|
|
|
—
|
|
|
1,489.2
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
—
|
|
|
7,234.1
|
|
|
—
|
|
|
7,234.1
|
|
|||||
Other noncurrent assets
|
|
0.3
|
|
|
3.7
|
|
|
420.7
|
|
|
—
|
|
|
424.7
|
|
|||||
Advances to affiliates – noncurrent
|
|
2,512.1
|
|
|
168.7
|
|
|
733.1
|
|
|
(3,413.9
|
)
|
|
—
|
|
|||||
Investment in unconsolidated affiliates
|
|
—
|
|
|
—
|
|
|
78.6
|
|
|
—
|
|
|
78.6
|
|
|||||
Total other assets
|
|
2,512.4
|
|
|
172.4
|
|
|
1,232.4
|
|
|
(3,413.9
|
)
|
|
503.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Assets
|
|
$
|
3,993.8
|
|
|
$
|
6,320.0
|
|
|
$
|
8,850.6
|
|
|
$
|
(11,249.9
|
)
|
|
$
|
7,914.5
|
|
Liabilities & Partners' Capital/
Member’s
Equity
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Payables
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
70.6
|
|
|
$
|
—
|
|
|
$
|
70.8
|
|
Payable to affiliates
|
|
0.7
|
|
|
—
|
|
|
13.9
|
|
|
(13.4
|
)
|
|
1.2
|
|
|||||
Advances from affiliates
|
|
—
|
|
|
194.4
|
|
|
—
|
|
|
(194.4
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
—
|
|
|
19.7
|
|
|
153.3
|
|
|
(9.0
|
)
|
|
164.0
|
|
|||||
Total current liabilities
|
|
0.9
|
|
|
214.1
|
|
|
237.8
|
|
|
(216.8
|
)
|
|
236.0
|
|
|||||
Total long-term debt and capital lease
obligation
|
|
—
|
|
|
1,379.9
|
|
|
2,044.5
|
|
|
—
|
|
|
3,424.4
|
|
|||||
Payable to affiliate - noncurrent
|
|
16.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|||||
Advances from affiliates - noncurrent
|
|
—
|
|
|
3,245.2
|
|
|
168.7
|
|
|
(3,413.9
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
174.8
|
|
|
(0.1
|
)
|
|
174.7
|
|
|||||
Total other liabilities and deferred
credits
|
|
16.0
|
|
|
3,245.2
|
|
|
343.5
|
|
|
(3,414.0
|
)
|
|
190.7
|
|
|||||
Total partners’ capital/member’s equity
|
|
3,976.9
|
|
|
1,480.8
|
|
|
6,138.3
|
|
|
(7,619.1
|
)
|
|
3,976.9
|
|
|||||
Noncontrolling interest
|
|
—
|
|
|
—
|
|
|
86.5
|
|
|
—
|
|
|
86.5
|
|
|||||
Total Equity
|
|
3,976.9
|
|
|
1,480.8
|
|
|
6,224.8
|
|
|
(7,619.1
|
)
|
|
4,063.4
|
|
|||||
Total Liabilities and
Partners' Capital/Member’s Equity
|
|
$
|
3,993.8
|
|
|
$
|
6,320.0
|
|
|
$
|
8,850.6
|
|
|
$
|
(11,249.9
|
)
|
|
$
|
7,914.5
|
|
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 and liquids stored underground
|
|
—
|
|
|
—
|
|
|
10.8
|
|
|
—
|
|
|
10.8
|
|
|||||
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
|
|
|
168.4
|
|
|
(12.9
|
)
|
|
157.0
|
|
|||||
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
|
|
|
511.4
|
|
|
—
|
|
|
516.3
|
|
|||||
Advances to affiliates – noncurrent
|
|
2,638.5
|
|
|
84.4
|
|
|
582.6
|
|
|
(3,305.5
|
)
|
|
—
|
|
|||||
Total other assets
|
|
2,638.6
|
|
|
89.2
|
|
|
1,094.0
|
|
|
(3,305.5
|
)
|
|
516.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||||
Advances from affiliate
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|||||
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 - noncurrent
|
|
16.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|||||
Advances from affiliates - noncurrent
|
|
—
|
|
|
3,221.1
|
|
|
84.4
|
|
|
(3,305.5
|
)
|
|
—
|
|
|||||
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
|
|
|||||
Noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total 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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,116.4
|
|
|
$
|
(88.4
|
)
|
|
$
|
1,028.0
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
24.0
|
|
|
(0.1
|
)
|
|
23.9
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
111.0
|
|
|
(0.1
|
)
|
|
110.9
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
42.8
|
|
|
—
|
|
|
42.8
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
1,294.2
|
|
|
(88.6
|
)
|
|
1,205.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
182.0
|
|
|
(88.6
|
)
|
|
93.4
|
|
|||||
Operation and maintenance
|
—
|
|
|
0.3
|
|
|
186.2
|
|
|
—
|
|
|
186.5
|
|
|||||
Administrative and general
|
(0.1
|
)
|
|
0.8
|
|
|
116.7
|
|
|
—
|
|
|
117.4
|
|
|||||
Other operating costs and expenses
|
0.3
|
|
|
0.1
|
|
|
393.4
|
|
|
—
|
|
|
393.8
|
|
|||||
Total operating costs and expenses
|
0.2
|
|
|
1.2
|
|
|
878.3
|
|
|
(88.6
|
)
|
|
791.1
|
|
|||||
Operating (loss) income
|
(0.2
|
)
|
|
(1.2
|
)
|
|
415.9
|
|
|
—
|
|
|
414.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
—
|
|
|
72.7
|
|
|
90.7
|
|
|
—
|
|
|
163.4
|
|
|||||
Interest expense - affiliates
|
(33.6
|
)
|
|
41.3
|
|
|
(7.7
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||
Equity in earnings of subsidiaries
|
(220.3
|
)
|
|
(335.5
|
)
|
|
—
|
|
|
555.8
|
|
|
—
|
|
|||||
Equity losses in unconsolidated
affiliates
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|||||
Miscellaneous other income
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||
Total other (income) deductions
|
(253.9
|
)
|
|
(221.5
|
)
|
|
83.4
|
|
|
555.8
|
|
|
163.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
253.7
|
|
|
220.3
|
|
|
332.5
|
|
|
(555.8
|
)
|
|
250.7
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
253.7
|
|
|
220.3
|
|
|
332.0
|
|
|
(555.8
|
)
|
|
250.2
|
|
|||||
Net loss attributable to
noncontrolling interests
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
(3.5
|
)
|
|||||
Net income attributable to controlling
interests
|
$
|
253.7
|
|
|
$
|
220.3
|
|
|
$
|
335.5
|
|
|
$
|
(555.8
|
)
|
|
$
|
253.7
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,147.5
|
|
|
$
|
(89.2
|
)
|
|
$
|
1,058.3
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
28.7
|
|
|
(0.7
|
)
|
|
28.0
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
85.4
|
|
|
(0.7
|
)
|
|
84.7
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
14.0
|
|
|
—
|
|
|
14.0
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
1,275.6
|
|
|
(90.6
|
)
|
|
1,185.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
170.0
|
|
|
(90.6
|
)
|
|
79.4
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
167.2
|
|
|
—
|
|
|
167.2
|
|
|||||
Administrative and general
|
0.5
|
|
|
—
|
|
|
114.8
|
|
|
—
|
|
|
115.3
|
|
|||||
Other operating costs and expenses
|
0.3
|
|
|
—
|
|
|
349.0
|
|
|
—
|
|
|
349.3
|
|
|||||
Total operating costs and expenses
|
0.8
|
|
|
—
|
|
|
801.0
|
|
|
(90.6
|
)
|
|
711.2
|
|
|||||
Operating (loss) income
|
(0.8
|
)
|
|
—
|
|
|
474.6
|
|
|
—
|
|
|
473.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
—
|
|
|
63.1
|
|
|
98.4
|
|
|
—
|
|
|
161.5
|
|
|||||
Interest expense - affiliates
|
(35.6
|
)
|
|
52.9
|
|
|
(10.4
|
)
|
|
—
|
|
|
6.9
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||||
Equity in earnings of subsidiaries
|
(271.2
|
)
|
|
(387.2
|
)
|
|
—
|
|
|
658.4
|
|
|
—
|
|
|||||
Miscellaneous other income
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Total other (income) deductions
|
(306.8
|
)
|
|
(271.2
|
)
|
|
86.9
|
|
|
658.4
|
|
|
167.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
306.0
|
|
|
271.2
|
|
|
387.7
|
|
|
(658.4
|
)
|
|
306.5
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
$
|
306.0
|
|
|
$
|
271.2
|
|
|
$
|
387.2
|
|
|
$
|
(658.4
|
)
|
|
$
|
306.0
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,165.8
|
|
|
$
|
(98.6
|
)
|
|
$
|
1,067.2
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
12.8
|
|
|
(0.8
|
)
|
|
12.0
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
52.2
|
|
|
—
|
|
|
52.2
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
|
11.5
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
1,242.3
|
|
|
(99.4
|
)
|
|
1,142.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
202.2
|
|
|
(99.4
|
)
|
|
102.8
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
175.2
|
|
|
—
|
|
|
175.2
|
|
|||||
Administrative and general
|
(0.3
|
)
|
|
—
|
|
|
137.5
|
|
|
—
|
|
|
137.2
|
|
|||||
Other operating costs and expenses
|
0.3
|
|
|
—
|
|
|
338.2
|
|
|
—
|
|
|
338.5
|
|
|||||
Total operating costs and expenses
|
—
|
|
|
—
|
|
|
853.1
|
|
|
(99.4
|
)
|
|
753.7
|
|
|||||
Operating income
|
—
|
|
|
—
|
|
|
389.2
|
|
|
—
|
|
|
389.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
0.1
|
|
|
64.4
|
|
|
87.4
|
|
|
—
|
|
|
151.9
|
|
|||||
Interest expense - affiliates
|
(31.6
|
)
|
|
46.1
|
|
|
(6.5
|
)
|
|
—
|
|
|
8.0
|
|
|||||
Loss on early retirement of debt
|
—
|
|
|
—
|
|
|
13.2
|
|
|
—
|
|
|
13.2
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Equity in earnings of subsidiaries
|
(185.5
|
)
|
|
(296.0
|
)
|
|
—
|
|
|
481.5
|
|
|
—
|
|
|||||
Miscellaneous other income
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Total other (income) deductions
|
(217.0
|
)
|
|
(185.5
|
)
|
|
92.8
|
|
|
481.5
|
|
|
171.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
217.0
|
|
|
185.5
|
|
|
296.4
|
|
|
(481.5
|
)
|
|
217.4
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
$
|
217.0
|
|
|
$
|
185.5
|
|
|
$
|
296.0
|
|
|
$
|
(481.5
|
)
|
|
$
|
217.0
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net Income
|
$
|
253.7
|
|
|
$
|
220.3
|
|
|
$
|
332.0
|
|
|
$
|
(555.8
|
)
|
|
$
|
250.2
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gain (loss) on cash flow hedges
|
1.6
|
|
|
1.6
|
|
|
1.6
|
|
|
(3.2
|
)
|
|
1.6
|
|
|||||
Reclassification adjustment
transferred to Net Income from
cash flow hedges
|
1.2
|
|
|
1.2
|
|
|
(0.5
|
)
|
|
(0.7
|
)
|
|
1.2
|
|
|||||
Pension and other postretirement
benefit costs
|
0.7
|
|
|
0.7
|
|
|
0.7
|
|
|
(1.4
|
)
|
|
0.7
|
|
|||||
Total Comprehensive Income
|
257.2
|
|
|
223.8
|
|
|
333.8
|
|
|
(561.1
|
)
|
|
253.7
|
|
|||||
Comprehensive loss attributable to
noncontrolling interests
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
(3.5
|
)
|
|||||
Comprehensive income attributable to
controlling interests
|
$
|
257.2
|
|
|
$
|
223.8
|
|
|
$
|
337.3
|
|
|
$
|
(561.1
|
)
|
|
$
|
257.2
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net Income
|
$
|
306.0
|
|
|
$
|
271.2
|
|
|
$
|
387.2
|
|
|
$
|
(658.4
|
)
|
|
$
|
306.0
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gain (loss) on cash flow hedges
|
(7.1
|
)
|
|
(7.1
|
)
|
|
(6.7
|
)
|
|
13.8
|
|
|
(7.1
|
)
|
|||||
Reclassification adjustment
transferred to Net Income from
cash flow hedges
|
2.0
|
|
|
2.0
|
|
|
0.3
|
|
|
(2.3
|
)
|
|
2.0
|
|
|||||
Pension and other postretirement
benefit costs
|
(12.8
|
)
|
|
(12.8
|
)
|
|
(12.8
|
)
|
|
25.6
|
|
|
(12.8
|
)
|
|||||
Total Comprehensive Income
|
$
|
288.1
|
|
|
$
|
253.3
|
|
|
$
|
368.0
|
|
|
$
|
(621.3
|
)
|
|
$
|
288.1
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net Income
|
$
|
217.0
|
|
|
$
|
185.5
|
|
|
$
|
296.0
|
|
|
$
|
(481.5
|
)
|
|
$
|
217.0
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gain (loss) on cash flow hedges
|
3.1
|
|
|
3.1
|
|
|
3.1
|
|
|
(6.2
|
)
|
|
3.1
|
|
|||||
Reclassification adjustment
transferred to Net Income from
cash flow hedges
|
0.2
|
|
|
0.2
|
|
|
(1.5
|
)
|
|
1.3
|
|
|
0.2
|
|
|||||
Pension and other postretirement
benefit costs
|
(13.2
|
)
|
|
(13.2
|
)
|
|
(13.2
|
)
|
|
26.4
|
|
|
(13.2
|
)
|
|||||
Total Comprehensive Income
|
$
|
207.1
|
|
|
$
|
175.6
|
|
|
$
|
284.4
|
|
|
$
|
(460.0
|
)
|
|
$
|
207.1
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net cash provided by (used in)
operating activities
|
$
|
33.9
|
|
|
$
|
(108.8
|
)
|
|
$
|
609.2
|
|
|
$
|
—
|
|
|
$
|
534.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(294.8
|
)
|
|
—
|
|
|
(294.8
|
)
|
|||||
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
60.7
|
|
|
—
|
|
|
60.7
|
|
|||||
Proceeds from insurance
and other recoveries
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|||||
Advances to affiliate
|
126.4
|
|
|
(84.3
|
)
|
|
(342.8
|
)
|
|
300.7
|
|
|
—
|
|
|||||
Investment in consolidated affiliate
|
—
|
|
|
(15.1
|
)
|
|
—
|
|
|
15.1
|
|
|
—
|
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(76.7
|
)
|
|
—
|
|
|
(76.7
|
)
|
|||||
Net cash provided by (used in)
investing activities
|
126.4
|
|
|
(99.4
|
)
|
|
(652.2
|
)
|
|
315.8
|
|
|
(309.4
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
1,128.0
|
|
|
—
|
|
|
1,128.0
|
|
|||||
Repayment of borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
(1,255.0
|
)
|
|
—
|
|
|
(1,255.0
|
)
|
|||||
Contribution from parent
|
—
|
|
|
—
|
|
|
15.1
|
|
|
(15.1
|
)
|
|
—
|
|
|||||
Principal payment of capital lease
obligation
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Advances from affiliate
|
(2.8
|
)
|
|
216.4
|
|
|
84.3
|
|
|
(300.7
|
)
|
|
(2.8
|
)
|
|||||
Distributions paid
|
(533.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(533.9
|
)
|
|||||
Capital contribution from noncontrolling
interests
|
—
|
|
|
—
|
|
|
87.1
|
|
|
—
|
|
|
87.1
|
|
|||||
Proceeds from sale of common units
|
368.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
368.7
|
|
|||||
Capital contribution from general partner
|
7.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
|||||
Net cash (used in) provided by
financing activities
|
(160.2
|
)
|
|
216.4
|
|
|
59.3
|
|
|
(315.8
|
)
|
|
(200.3
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase in cash and cash
equivalents
|
0.1
|
|
|
8.2
|
|
|
16.3
|
|
|
—
|
|
|
24.6
|
|
|||||
Cash and cash equivalents at
beginning of period
|
0.1
|
|
|
1.0
|
|
|
2.8
|
|
|
—
|
|
|
3.9
|
|
|||||
Cash and cash equivalents at
end of period
|
$
|
0.2
|
|
|
$
|
9.2
|
|
|
$
|
19.1
|
|
|
$
|
—
|
|
|
$
|
28.5
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net cash provided by (used in)
operating activities
|
$
|
31.4
|
|
|
$
|
577.9
|
|
|
$
|
655.7
|
|
|
$
|
(689.5
|
)
|
|
$
|
575.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(226.9
|
)
|
|
—
|
|
|
(226.9
|
)
|
|||||
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
|||||
Proceeds from insurance and other
recoveries
|
—
|
|
|
—
|
|
|
10.4
|
|
|
—
|
|
|
10.4
|
|
|||||
Advances to affiliate
|
(404.2
|
)
|
|
(84.4
|
)
|
|
66.2
|
|
|
422.4
|
|
|
—
|
|
|||||
Investment in consolidated affiliate
|
(17.0
|
)
|
|
(398.0
|
)
|
|
—
|
|
|
415.0
|
|
|
—
|
|
|||||
Acquisition of business, net of cash
acquired
|
—
|
|
|
—
|
|
|
(620.2
|
)
|
|
—
|
|
|
(620.2
|
)
|
|||||
Net cash (used in) provided by
investing activities
|
(421.2
|
)
|
|
(482.4
|
)
|
|
(764.6
|
)
|
|
837.4
|
|
|
(830.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from long-term debt and term
loans
|
—
|
|
|
297.6
|
|
|
520.4
|
|
|
—
|
|
|
818.0
|
|
|||||
Repayment of borrowings from long-
term debt, term loans and subordinated
debt
|
—
|
|
|
(100.0
|
)
|
|
(425.0
|
)
|
|
—
|
|
|
(525.0
|
)
|
|||||
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
300.0
|
|
|
1,835.0
|
|
|
—
|
|
|
2,135.0
|
|
|||||
Repayment of borrowings on revolving
credit agreement including financing
costs
|
—
|
|
|
(403.8
|
)
|
|
(1,891.5
|
)
|
|
—
|
|
|
(2,295.3
|
)
|
|||||
Contribution from parent
|
—
|
|
|
17.0
|
|
|
398.0
|
|
|
(415.0
|
)
|
|
—
|
|
|||||
Contribution received related to
predecessor equity
|
—
|
|
|
—
|
|
|
269.2
|
|
|
—
|
|
|
269.2
|
|
|||||
Repayment of contribution received related to predecessor equity
|
—
|
|
|
(554.0
|
)
|
|
—
|
|
|
—
|
|
|
(554.0
|
)
|
|||||
Advances from affiliate
|
2.6
|
|
|
338.0
|
|
|
84.4
|
|
|
(422.4
|
)
|
|
2.6
|
|
|||||
Distributions paid
|
(478.9
|
)
|
|
—
|
|
|
(689.5
|
)
|
|
689.5
|
|
|
(478.9
|
)
|
|||||
Proceeds from sale of common units
|
847.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
847.7
|
|
|||||
Capital contribution from general partner
|
18.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.0
|
|
|||||
Net cash provided by (used in)
financing activities
|
389.4
|
|
|
(105.2
|
)
|
|
101.0
|
|
|
(147.9
|
)
|
|
237.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Decrease in cash and cash
equivalents
|
(0.4
|
)
|
|
(9.7
|
)
|
|
(7.9
|
)
|
|
—
|
|
|
(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
|
$
|
0.1
|
|
|
$
|
1.0
|
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net cash provided by (used in)
operating activities
|
$
|
31.4
|
|
|
$
|
32.2
|
|
|
$
|
543.1
|
|
|
$
|
(152.8
|
)
|
|
$
|
453.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(141.9
|
)
|
|
—
|
|
|
(141.9
|
)
|
|||||
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
31.5
|
|
|
—
|
|
|
31.5
|
|
|||||
Proceeds from insurance and other
recoveries
|
—
|
|
|
—
|
|
|
9.6
|
|
|
—
|
|
|
9.6
|
|
|||||
Advances to affiliate
|
227.0
|
|
|
107.8
|
|
|
(288.5
|
)
|
|
(46.3
|
)
|
|
—
|
|
|||||
Investment in consolidated affiliate
|
(11.6
|
)
|
|
(70.0
|
)
|
|
—
|
|
|
81.6
|
|
|
—
|
|
|||||
Acquisition of business, net of cash
acquired
|
—
|
|
|
—
|
|
|
(545.5
|
)
|
|
—
|
|
|
(545.5
|
)
|
|||||
Net cash provided by (used in)
investing activities
|
215.4
|
|
|
37.8
|
|
|
(934.8
|
)
|
|
35.3
|
|
|
(646.3
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from long-term debt and term
loan
|
—
|
|
|
—
|
|
|
636.8
|
|
|
—
|
|
|
636.8
|
|
|||||
Repayment of borrowings from
long-term debt
|
—
|
|
|
—
|
|
|
(250.0
|
)
|
|
—
|
|
|
(250.0
|
)
|
|||||
Payments of premiums on
extinguishment of long-term debt
|
—
|
|
|
—
|
|
|
(21.0
|
)
|
|
—
|
|
|
(21.0
|
)
|
|||||
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
305.0
|
|
|
280.0
|
|
|
—
|
|
|
585.0
|
|
|||||
Repayment of borrowings on revolving
credit agreement
|
—
|
|
|
(490.0
|
)
|
|
(340.0
|
)
|
|
—
|
|
|
(830.0
|
)
|
|||||
Contribution from parent
|
—
|
|
|
11.6
|
|
|
70.0
|
|
|
(81.6
|
)
|
|
—
|
|
|||||
Contributions received related to
predecessor equity
|
—
|
|
|
—
|
|
|
284.8
|
|
|
—
|
|
|
284.8
|
|
|||||
Advances from affiliate
|
—
|
|
|
61.5
|
|
|
(107.8
|
)
|
|
46.3
|
|
|
—
|
|
|||||
Distributions paid
|
(419.9
|
)
|
|
—
|
|
|
(152.8
|
)
|
|
152.8
|
|
|
(419.9
|
)
|
|||||
Proceeds from sale of common units
|
170.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170.0
|
|
|||||
Capital contribution from general
partner
|
3.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
|||||
Net cash (used in) provided by
financing activities
|
(246.3
|
)
|
|
(111.9
|
)
|
|
400.0
|
|
|
117.5
|
|
|
159.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Increase (decrease)
in cash and cash equivalents
|
0.5
|
|
|
(41.9
|
)
|
|
8.3
|
|
|
—
|
|
|
(33.1
|
)
|
|||||
Cash and cash equivalents at
beginning of period
|
—
|
|
|
52.6
|
|
|
2.4
|
|
|
—
|
|
|
55.0
|
|
|||||
Cash and cash equivalents at
end of period
|
$
|
0.5
|
|
|
$
|
10.7
|
|
|
$
|
10.7
|
|
|
$
|
—
|
|
|
$
|
21.9
|
|
Name
|
|
Age
|
|
Position
|
Stanley C. Horton
|
|
64
|
|
Chief Executive Officer, President and Director
|
Jamie L. Buskill
|
|
49
|
|
Senior Vice President, Chief Financial and Administrative Officer and Treasurer
|
Michael E. McMahon
|
|
58
|
|
Senior Vice President, General Counsel and Secretary
|
Jonathan E. Nathanson
|
|
52
|
|
Senior Vice President, Corporate Development
|
Kenneth I. Siegel
|
|
56
|
|
Director, Chairman of the Board
|
Arthur L. Rebell
|
|
73
|
|
Director
|
William R. Cordes
|
|
65
|
|
Director
|
Thomas E. Hyland
|
|
68
|
|
Director
|
Mark L. Shapiro
|
|
69
|
|
Director
|
Andrew H. Tisch
|
|
64
|
|
Director
|
(i)
|
during the past three years the director has been an employee, or an immediate family member has been an executive officer, of us;
|
(ii)
|
the director or an immediate family member received, during any twelve month period within the past three years, more than $120,000 per year in direct compensation from us, excluding director and committee fees, pension payments and certain forms of deferred compensation;
|
(iii)
|
the director is a current partner or employee or an immediate family member is a current partner of a firm that is our internal or external auditor, or an immediate family member is a current employee of such a firm and personally works on our audit, or, within the last three years, the director or an immediate family member was a partner employee of such a firm and personally worked on our audit within that time;
|
(iv)
|
the director or an immediate family member has at any time during the past three years been employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee; or
|
(v)
|
the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three years, exceeds the greater of $1.0 million, or 2% of the other company’s consolidated gross revenues.
|
•
|
we had no material safety or deliverability issues and we were in compliance with all federal and state laws and governmental rules and regulations;
|
•
|
we exceeded distributable cash amounts included in our plan although adjusted EBITDA was lower than expected primarily due to the unfavorable market conditions affecting our firm natural gas transportation and storage services and a goodwill impairment charge, as discussed in Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of Operations
;
|
•
|
we reduced our distribution with respect to the fourth quarter in order to utilize internally generated cash flows to fund growth and improve our leverage;
|
•
|
we were successful in finding potential opportunities to utilize our natural gas pipelines, such as with the proposed Bluegrass Pipeline and the Ohio to Louisiana Access Projects;
|
•
|
we completed the majority of our growth projects on time and on budget and our growth projects currently underway (other than the Bluegrass Project which is subject to ongoing discussions with potential customers and other considerations discussed elsewhere in this Report) are progressing as contemplated and are expected to be completed on time and on budget; and
|
•
|
we improved operational efficiency and reduced operating costs in several areas.
|
•
|
Attract, motivate and retain highly qualified Named Executive Officers with market-competitive compensation;
|
•
|
Create a strong link between pay and performance (both Partnership and individual performance);
|
•
|
Motivate the Named Executive Officers to achieve both short and long-term Partnership goals;
|
•
|
Align interests of Named Executive Officers with the interests of the Partnership; and
|
•
|
Encourage prudent business behavior and minimize inappropriate risk taking.
|
Compensation
Element
|
|
Objectives
|
|
Design Elements
|
Base Salary
|
*
|
Attract and retain executives by providing compensation comparable with similar positions in the industry.
|
*
|
Base salary levels are reviewed annually and may be adjusted based both on individual performance and market competitiveness of total direct compensation (which is the sum of base salary, short-term incentive awards and long-term incentive awards).
|
Short-Term Incentive Award
|
*
|
Drive annual business performance by rewarding achievement of Partnership objectives.
|
*
|
Awards are comprised of annual cash bonus awards (STI Awards) under our Short Term Incentive Plan (STIP).
|
*
|
Drive individual performance by including an individual performance component.
|
*
|
Payout of awards can range from 0% to 200% of target, at the discretion of the Board, based both on Partnership and individual performance, with equal weighting on both.
|
|
*
|
Attract talent by providing competitive short-term cash incentives targets.
|
*
|
Target levels are reviewed annually and may be adjusted based on market competitiveness of total direct compensation.
|
|
*
|
Reinforce corporate values of safety and compliance as Partnership objectives.
|
|
|
|
Long-Term Incentive Award
|
*
|
Attract and retain talent, motivate top performance and provide opportunity to share in long-term success of the Partnership.
|
*
|
Awards consist of a combination of or any one of the following: phantom common units (Phantom Common Units) under our Long-Term Incentive Plan (LTIP) and unit appreciation rights (UARs) and long-term cash bonus (Long-Term Cash Bonus) awards under our Unit Appreciation Rights and Cash Bonus Plan (UAR and Cash Bonus Plan).
|
*
|
Minimize inappropriate risk-taking by providing the appropriate mix of award type.
|
*
|
Vesting at the end of three years achieves retention objectives and discourages unreasonable risk taking for short-term gain.
|
|
*
|
Drive long-term business performance by aligning reward with unit price, appreciation in unit price and distributions.
|
*
|
Phantom Common Units encourage retention and facilitate alignment with unitholders interests.
|
|
*
|
Drive individual performance by setting grant levels based on individual performance.
|
*
|
UARs encourage participants to increase the unit price and increase distributions, and provide upside opportunity.
|
|
|
|
*
|
Long-Term Cash Bonus awards support retention of executives and provide our Board flexibility to mix equity based and non-equity based long-term compensation to support its objectives.
|
|
|
|
*
|
Mix of award types is reviewed annually.
|
|
|
|
*
|
Award levels are reviewed annually and are based on individual performance and market competitiveness of total direct compensation.
|
|
Benefits
|
*
|
Attract and retain executives by providing market competitive benefits.
|
*
|
Reviewed annually to ensure competitiveness.
|
(1)
|
Represents the base salary for Messrs. Horton, Buskill and Nathanson effective for the entire year. Mr. McMahon’s salary was increased effective September 1, 2013, from his previous salary of $265,000.
|
(2)
|
Represents Long-Term Cash Bonuses granted under our UAR and Cash Bonus Plan on February 7, 2014.
|
•
|
annual cash bonus awards under our STIP
|
•
|
long-term, equity-based awards under our LTIP or UAR and Cash Bonus Plan; and
|
•
|
Long-Term Cash Bonuses under our UAR and Cash Bonus Plan.
|
Name
|
|
2013 Base Salary
|
|
2013 STI
Target %
|
|
2013 STI Target Payout
|
Stanley C. Horton
|
|
$600,000
|
|
100%
|
|
$600,000
|
Jamie L. Buskill
|
|
$325,000
|
|
100%
|
|
$325,000
|
Michael E. McMahon
|
|
$300,000
|
|
100%
|
|
$300,000
|
Jonathan E. Nathanson
|
|
$325,000
|
|
100%
|
|
$325,000
|
1.
|
Operate our assets safely, reliably and in compliance with all applicable federal and state laws and governmental rules and regulations.
|
2.
|
Focus on delivering financial results that are consistent with the Partnership's 2013 budget.
|
3.
|
Explore strategic acquisition opportunities that would support profitable diversification and/or growth of our business.
|
4.
|
Improve efficiency throughout the Partnership including operating within departmental budgets.
|
5.
|
Market firm transportation, storage, gathering and processing services.
|
6.
|
Complete all projects (pipeline, storage, gathering and processing) on-time and meet project schedules for the year.
|
7.
|
Remain within budgeted capital expenditures while meeting strict safety and compliance guidelines and business needs.
|
8.
|
Identify other new growth and/or efficiency projects during the year that will result in the Partnership meeting its long-term growth projections and financial performance.
|
Name
|
|
2013 Incentive
Payout as
% of Base Salary
|
|
STI Bonus
|
Stanley C. Horton
|
|
117%
|
|
$700,000
|
Jamie L. Buskill
|
|
108%
|
|
$350,000
|
Michael E. McMahon
|
|
108%
|
|
$325,000
|
Jonathan E. Nathanson
|
|
115%
|
|
$375,000
|
Summary Compensation Table for 2013
|
|||||||||||||||
Name
and
Principal Position
|
Year
|
|
Salary
($)
|
|
Bonus
(1)
($)
|
|
Option
Awards
(10)
($)
|
|
Stock
Awards
(10)
($)
|
|
Change in
Pension Value
and
Nonqualified Deferred Compensation Earnings
($)
|
|
All Other
Compensation
($)
|
|
Total
(9)
($)
|
Stanley C. Horton, CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
2013
|
|
600,000
|
|
958,000
|
|
303,171
|
|
975,000
|
|
—
|
|
29,811
|
(2)
|
2,865,982
|
|
2012
|
|
600,000
|
|
700,000
|
|
—
|
|
—
|
|
—
|
|
29,335
|
|
1,329,335
|
|
2011
|
|
403,848
|
(3)
|
600,000
|
|
523,502
|
|
974,992
|
|
—
|
|
145,884
|
|
2,648,226
|
Jamie L. Buskill, CFO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
325,000
|
|
500,000
|
|
116,605
|
|
375,000
|
|
154,762
|
(4)
|
18,005
|
(5)
|
1,489,372
|
|
2012
|
|
325,000
|
|
350,000
|
|
—
|
|
—
|
|
186,102
|
(4)
|
17,729
|
|
878,831
|
|
2011
|
|
325,000
|
|
305,000
|
|
105,190
|
|
374,993
|
|
111,730
|
|
17,243
|
|
1,239,156
|
Michael E. McMahon, Senior Vice President, General Counsel and Secretary
|
|
|
|
|
|||||||||||
|
2013
|
|
275,769
|
(6)
|
422,500
|
|
81,621
|
|
262,500
|
|
—
|
|
29,548
|
(7)
|
1,071,938
|
|
2012
|
|
265,000
|
|
295,000
|
|
—
|
|
—
|
|
—
|
|
28,934
|
|
588,934
|
|
2011
|
|
265,000
|
|
275,000
|
|
73,630
|
|
262,490
|
|
—
|
|
28,248
|
|
904,368
|
Jonathan E. Nathanson, Senior Vice President, Corporate Development
|
|
|
|
|
|||||||||||
|
2013
|
|
325,000
|
|
480,000
|
|
81,621
|
|
262,500
|
|
—
|
|
26,709
|
(8)
|
1,175,830
|
|
2012
|
|
325,000
|
|
375,000
|
|
—
|
|
—
|
|
—
|
|
26,209
|
|
726,209
|
(1)
|
The amounts shown in this column represent cash STI Awards earned under our STIP for 2013, 2012 and 2011, and for which 2013 earned amounts have been disclosed in the Compensation Discussion and Analysis above. For Messrs. Horton and Nathanson, the bonus amount disclosed in 2013 also includes a $258,000 and a $105,000 payment, related to a Long-Term Cash Bonus that was granted to each executive in 2011 and which vested and was paid in 2013. For Messrs. Buskill and McMahon, the bonus amount disclosed in 2013 also includes a $150,000 and a $97,500 payment, related to a Long-Term Cash Bonus that was granted to each executive in 2010 and which vested and was paid in 2013.
|
(2)
|
Includes matching contributions under 401(k) plan ($15,300), employer contributions to the Boardwalk Money Purchase Plan ($10,200), imputed life insurance premiums ($3,564) and preferred parking.
|
(3)
|
Mr. Horton's salary for 2011 was pro-rated based on his hire date of May 2011.
|
(4)
|
Includes the change in qualified retirement plan account balance ($51,286) and interest and pay credits for the supplemental retirement plan ($103,476). Details about both pension plans are contained in the
Pension Benefits
section below.
|
(5)
|
Includes matching contributions under 401(k) plan ($15,300), imputed life insurance premiums ($1,958) and preferred parking.
|
(6)
|
Mr. McMahon's salary for 2013 was increased to $300,000 in September 2013.
|
(7)
|
Includes matching contributions under 401(k) plan ($15,300), employer contributions to the Boardwalk Money Purchase Plan ($10,200), imputed life insurance premiums ($3,301) and preferred parking.
|
(8)
|
Includes matching contributions under 401(k) plan ($15,300), employer contributions to the Boardwalk Money Purchase Plan ($10,200) and imputed life insurance premiums ($1,209).
|
(9)
|
In addition to the compensation reportable herein, in 2014, Long-Term Cash Bonuses were granted to Messrs. Horton, Buskill, McMahon and Nathanson having stated amounts of $1,300,000, $500,000, $400,000 and $400,000.The awards will vest and become payable, subject to the terms of the plan and grant agreements on December 16, 2016. See
Compensation Discussion and Analysis
for more information regarding the terms of the Long-Term Cash Bonus awards.
|
(10)
|
As discussed above, in 2012 we changed the grant date of the LTI awards from December of the current year to February of the following year. The change in the award dates has resulted in compensation that the Board considers to be related to 2012 to be reported in the compensation tables for 2013. The amounts in each respective column represent the aggregate grant date fair value for grants made during 2013. Note 12 in Item 8 of this Report contains more information regarding the assumptions we made in determining these values.
|
Named Executive Officer
|
Year
|
|
Percentage of Total Compensation Paid as Salary and Bonus
|
Stanley C. Horton
|
2013
|
|
54%
|
Jamie L. Buskill
|
2013
|
|
55%
|
Michael E. McMahon
|
2013
|
|
65%
|
Jonathan E. Nathanson
|
2013
|
|
68%
|
Grants of Plan-Based Awards for 2013
|
|||||
Names
|
Grant Date
|
All Other Stock Awards: Number of Shares of Stock or Units
(1)
(#)
|
All Other Options Awards: Number of Securities Underlying Options
(2)
(#)
|
Exercise or Base Price of Option Awards
(3)
($)
|
Grant Date Fair Value of Stock
and
Option Awards
(4)
($)
|
Stanley C. Horton
|
2/7/2013
|
37,967
|
50,861
|
27.57
|
1,278,171
|
Jamie L. Buskill
|
2/7/2013
|
14,603
|
19,562
|
27.57
|
491,605
|
Michael E. McMahon
|
2/7/2013
|
10,222
|
13,693
|
27.57
|
344,121
|
Jonathan Nathanson
|
2/7/2013
|
10,222
|
13,693
|
27.57
|
344,121
|
(1)
|
Represents Phantom Common Units granted under our LTIP. The fair value of each unit was derived based on the closing price of $25.68 for our common units on the New York Stock Exchange (NYSE) on December 10, 2012. Each such grant includes a tandem grant of Distribution Equivalent Rights (DERs); vests 100% on the vesting date; and will be payable to the grantee in cash, or in common units at the Board’s option, upon vesting in an amount equal to the fair market value of the units (as defined in the plan) that vest on the vesting date. The vested amount then credited to the grantee’s DER account will be payable in cash.
|
(2)
|
Represents UARs granted under our UAR and Cash Bonus Plan. The exercise price for the UARs granted on February 7, 2013 is equal to the closing price of $27.57 for our common units on the NYSE on February 6, 2013. The UARs granted will vest and become payable in cash upon the expiration of a restricted period on December 11, 2015.
|
(3)
|
Each UAR includes a DER Adjustment, whereby the exercise price is reduced by the amount of any cash distributions made by us with respect to a common unit during the restricted period.
|
(4)
|
Note 12 in Item 8 of this Report contains information regarding the grant date fair value of the UARs and Phantom Common Units
.
|
|
|
UARs
|
|
Phantom Common Units
|
|
||||||
Name
|
|
Number of
Securities
Underlying Unexercised
Unearned
Options/
UARs
|
|
Option/UAR Exercise Price
($)
|
|
Option/UAR Expiration Date
|
|
Number of Shares or Units That Have Not Vested
|
|
Market Value of Shares or Units of Stock That Have Not Vested
(7)
($)
|
|
Stanley C. Horton
|
|
50,861
|
|
27.57
|
(1)
|
(3)
|
|
37,967
|
|
1,049,788
|
(5)
|
|
|
40,235
|
|
27.30
|
(2)
|
(4)
|
|
35,714
|
|
1,063,473
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
Jamie L. Buskill
|
|
19,562
|
|
27.57
|
(1)
|
(3)
|
|
14,603
|
|
403,773
|
(5)
|
|
|
15,475
|
|
27.30
|
(2)
|
(4)
|
|
13,736
|
|
409,024
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael E. McMahon
|
|
13,693
|
|
27.57
|
(1)
|
(3)
|
|
10,222
|
|
282,638
|
(5)
|
|
|
10,832
|
|
27.30
|
(2)
|
(4)
|
|
9,615
|
|
286,311
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan E. Nathanson
|
|
13,693
|
|
27.57
|
(1)
|
(3)
|
|
10,222
|
|
282,638
|
(5)
|
|
|
10,832
|
|
27.30
|
(2)
|
(4)
|
|
9,615
|
|
286,311
|
(6)
|
(1)
|
The exercise price for each UAR granted in February 2013 is $27.57, the closing price of our common units on the NYSE on February 6, 2013. Each of these UARs includes a DER adjustment, which was $2.13 through December 31, 2013. Note 12 in Item 8 of this Report contains more information regarding our UAR and Cash Bonus Plan.
|
(2)
|
The exercise price for each UAR granted in December 2011 is $27.30, the closing price of our common units on the NYSE on December 14, 2011. Each of these UARs includes a DER Adjustment, which was $4.26 through December 31, 2013. Note 12 in Item 8 of this Report contains more information regarding our UAR and Cash Bonus Plan.
|
(3)
|
These UARs will vest and become payable in cash to each Named Executive Officer upon the expiration of a restricted period, or December 11, 2015.
|
(4)
|
These UARs will vest and become payable in cash to each Named Executive Officer upon the expiration of a restricted period, or December 14, 2014.
|
(5)
|
The market value reported is based on the NYSE closing market price on December 31, 2013 of $25.52. These Phantom Common Units vest 100% on December 11, 2015. In addition to the Phantom Common Units, Messrs. Horton, Buskill, McMahon and Nathanson have accumulated non-vested amounts related to DERs that are tandem grants to the Phantom Common Units. Such DER amounts for Messrs. Horton, Buskill, McMahon and Nathanson were $80,870, $31,104, $21,773 and $21,773 as of December 31, 2013. Note 12 in Item 8 of this Report contains more information regarding our LTIP.
|
(6)
|
The market value reported is based on the NYSE closing market price on December 31, 2013 of $25.52. These Phantom Common Units vest 100% on December 14, 2014. In addition to the Phantom Common Units, Messrs. Horton, Buskill, McMahon and Nathanson have accumulated non-vested amounts related to DERs that are tandem grants to the Phantom Common Units. Such DER amounts for Messrs. Horton, Buskill, McMahon and Nathanson were $152,052, $58,481, $40,936 and $40,936 as of December 31, 2013. Note 12 in Item 8 of this Report contains more information regarding our LTIP.
|
Option Exercises and Stock Vested for 2013
|
||||||||
Stock Awards
|
||||||||
Name
|
|
Number of SLTIP Awards Vesting
(#)
|
|
Value Received on Vesting
(1)
($)
|
|
Number of UAR Awards Vesting
(#)
|
|
Value Received on Vesting
(2)
($)
|
Stanley C. Horton
|
|
-
|
|
-
|
|
71,277
|
|
221,505
|
Jamie L. Buskill
|
|
12
|
|
600,000
|
|
33,270
|
|
90,500
|
Michael E. McMahon
|
|
12
|
|
600,000
|
|
21,625
|
|
58,824
|
Jonathan E. Nathanson
|
|
-
|
|
-
|
|
25,714
|
|
—
|
(1)
|
The SLTIP awards (Phantom GP Units) vested in February, 2013 and were paid out in a lump sum cash payment in April, 2013 in accordance with the plan provisions. At no time were our common units issued to or owned by the Named Executive Officers.
|
(2)
|
The UARs vested December 16, 2013, and were paid out in a lump sum December 27, 2013, in accordance with the plan provisions. The value of the UARs was determined by taking the average stock price for the thirty business days prior to vesting and comparing that to the exercise price less the DER Adjustment. The difference was then multiplied by the vested number of awards. At no time were our common units issued to or owned by the Named Executive Officers.
|
Pension Benefits for 2013
|
|||||||
Name
|
Plan Name
|
|
Number of Years Credited Service
(#)
|
|
Present Value of Accumulated Benefit
($)
|
|
Payments During Last Fiscal Year
($)
|
Jamie L. Buskill
|
TGRP
|
|
27.3
|
|
491,603
|
|
—
|
|
SRP
|
|
27.3
|
|
407,645
|
|
—
|
(1)
|
The amounts listed under the Change of Control column will apply only in the event that the change of control definition for that particular plan has been triggered.
|
(2)
|
As of December 31, 2013, only Mr. McMahon was eligible for retirement as defined in the LTIP and UAR and Cash Bonus Plan award agreements (each as defined above). The determination of amounts to be paid are the same as described in notes (3) for the UAR and Cash Bonus Plan and (4) for the LTIP below, but payment would not occur until the original scheduled payment date.
|
(3)
|
UAR and Cash Bonus Plan amounts were determined by multiplying the prorated number of unvested UARs each executive held on December 31, 2013, by the value obtained using the plan formula that would become vested and payable. The assumed proration factors at December 31, 2013, were 0.316 for UAR awards issued in February 2013, and 0.683 for UAR awards issued in December 2011. The DER Adjustments through December 31, 2013, applicable to each UAR granted in February 2013 and in December 2011 were $2.13 and $4.26, respectively. As of December 31, 2013, Messrs. Horton, Buskill, McMahon and Nathanson held 50,861, 19,562, 13,693 and 13,693 UARs which were granted in 2013 and 40,235, 15,475, 10,832 and 10,832 UARs which were granted in 2011.
|
(4)
|
LTIP amounts were determined by multiplying the prorated number of unvested Phantom Common Units each executive held on December 31, 2013, by the value of our common units on that date, or $25.52. The assumed proration factors at December 31, 2013 were 0.316 for awards issued in February 2013, and 0.683 for awards issued in December 2011. As of December 31, 2013, Messrs. Horton, Buskill, McMahon and Nathanson held Phantom Common Units of 37,967, 14,603, 10,222 and 10,222 LTIP which were granted in 2013 and 35,714, 13,736, 9,615 and 9,615 LTIP which were granted in 2011. The DER Adjustment through December 31, 2013 applicable to each Phantom Common Unit granted in February 2013 and December 2011 were $2.13 and $4.26, respectively.
|
(5)
|
Includes earned but unused paid time off at December 31, 2013. In order to receive PTO payments upon retirement, the employee must have provided us with at least a six month notice prior to the termination of his employment.
|
(6)
|
Mr. Buskill would also be entitled to receive payment under the SRP six months after termination for any reason, which amounts are reported in the Pension Benefits table.
|
(1)
|
On March 6, 2013, Messrs. Rebell, Cordes, Hyland and Shapiro were each granted 1,871 common units. The total grant date fair value of the award for each Eligible Director, based on the closing market price of $26.72, was $199,969. Refer to Note 12 in Item 8 for further information on the issuance of these units.
|
(2)
|
Chairman of the Audit Committee.
|
(3)
|
Chairman of the Conflicts Committee.
|
Name of Beneficial Owner
|
|
Common
Units Beneficially Owned
|
|
Percentage of
Common
Units Beneficially Owned
(1)
|
Stanley C. Horton
|
|
2,000
|
(2)
|
—
|
Jamie L. Buskill
|
|
—
|
|
—
|
William R. Cordes
|
|
4,871
|
|
*
|
Thomas E. Hyland
|
|
10,771
|
(3)
|
*
|
Michael E. McMahon
|
|
—
|
|
—
|
Jonathan E. Nathanson
|
|
15,000
|
(4)
|
*
|
Arthur L. Rebell
|
|
42,246
|
(5)
|
*
|
Mark L. Shapiro
|
|
15,371
|
|
*
|
Kenneth I. Siegel
|
|
—
|
|
—
|
Andrew H. Tisch
|
|
81,050
|
(6)
|
*
|
All directors and executive officers as a group
|
|
171,309
|
|
*
|
BPHC
(7)
|
|
125,586,133
|
|
52%
|
Loews
(7)
|
|
125,586,133
|
|
52%
|
(1)
|
As of
February 24, 2014
, we had 243,223,801 common units issued and outstanding.
|
(2)
|
2,000 units are owned by Mr. Horton’s spouse.
|
(3)
|
400 of these units are owned by Mr. Hyland’s spouse.
|
(4)
|
15,000 units are owned by Mr. Nathanson’s spouse.
|
(5)
|
32,984 of these units are owned by ARebell, LLC, a limited liability company controlled by Mr. Rebell.
|
(6)
|
Represents one quarter of the number of units owned by a general partnership in which a one-quarter interest is held by a trust of which Mr. Tisch is managing trustee.
|
(7)
|
Loews is the parent company of BPHC and may, therefore, be deemed to beneficially own the units held by BPHC. The address of BPHC is 9 Greenway Plaza, Suite 2800, Houston, TX 77046. The address of Loews is 667 Madison Avenue, New York, New York 10065. Boardwalk GP, an indirect, wholly-owned subsidiary of BPHC, also holds our 2% general partner interest and all of our IDRs. Including the general partner interest but excluding the impact of the IDRs, Loews indirectly owns approximately 53% of our total ownership interests.
Our Partnership Interests
in Item 5 contains more information regarding our calculation of BPHC’s equity ownership.
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in the first column)
|
||
Equity compensation plans approved by security holders
|
|
—
|
|
|
N/A
|
|
—
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
N/A
|
|
3,506,224
|
|
|
2013
|
|
2012
|
||||
Audit fees
(1)
|
$
|
2.5
|
|
|
$
|
2.4
|
|
Audit related fees
(2)
|
0.2
|
|
|
0.7
|
|
||
Total
|
$
|
2.7
|
|
|
$
|
3.1
|
|
(1)
|
Includes the aggregate fees and expenses for annual financial statement audit and quarterly financial statement reviews.
|
(2)
|
Includes the aggregate fees and expenses for services that were reasonably related to the performance of the financial statement audits or reviews described above and not included under Audit fees above, mainly including due diligence, consents, comfort letters and audits of employee benefits plans.
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at
Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Other Additions
|
|
Deductions
|
|
Balance at
End of Period
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2012
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
2011
|
|
0.6
|
|
|
0.3
|
|
|
—
|
|
|
(0.7
|
)
|
|
0.2
|
|
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 Registration Statement on Form S-1, Registration No. 333-127578, filed on August 16, 2005).
|
3.2
|
|
Third Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP dated as of June 17, 2008, (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 18, 2008).
|
3.3
|
|
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
|
|
Indenture dated as of June 12, 2012, between Gulf South Pipeline Company, LP and The Bank of New York Mellon Trust Company, N.A. (Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 13, 2012).
|
4.2
|
|
Registration Rights Agreement dated June 12, 2012 between Gulf South Pipeline Company, LP and the Initial Purchasers (Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on June 13, 2012).
|
4.3
|
|
Amended and Restated Registration Rights Agreement dated June 26 2009, by and between Boardwalk Pipeline Partners, LP and Boardwalk Pipelines Holding Corp. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 26, 2009).
|
4.4
|
|
Indenture dated July 15, 1997, between Texas Gas Transmission Corporation (now known as Texas Gas Transmission, LLC) and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.1 to Texas Gas Transmission Corporation’s Registration Statement on Form S-3, Registration No. 333-27359, filed on May 19, 1997).
|
4.5
|
|
Indenture dated as of May 28, 2003, between TGT Pipeline, LLC and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 3.6 to TGT Pipeline, LLC’s (now known as Boardwalk Pipelines, LP) Registration Statement on Form S-4, Registration No. 333-108693, filed on September 11, 2003).
|
4.6
|
|
Indenture dated as of May 28, 2003, between Texas Gas Transmission, LLC and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 3.5 to Boardwalk Pipelines, LLC’s (now known as Boardwalk Pipelines, LP) Registration Statement on Form S-4, Registration No. 333-108693, filed on September 11, 2003).
|
4.7
|
|
Indenture dated as of January 18, 2005, between TGT Pipeline, LLC and The Bank of New York, as Trustee, (Incorporated by reference to Exhibit 10.1 to TGT Pipeline, LLC’s (now known as Boardwalk Pipelines, LP) Current Report on Form 8-K filed on January 24, 2005).
|
4.8
|
|
Indenture dated as of January 18, 2005, between Gulf South Pipeline Company, LP and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 10.2 to Boardwalk Pipelines, LLC’s (now known as Boardwalk Pipelines, LP) Current Report on Form 8-K filed on January 24, 2005).
|
Exhibit
Number
|
|
Description
|
4.9
|
|
Indenture dated as of November 21, 2006, between Boardwalk Pipelines, LP, as issuer, the Registrant, as guarantor, and The Bank of New York Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 22, 2006).
|
4.10
|
|
Indenture dated August 17, 2007, between Gulf South Pipeline Company, LP and the Bank of New York Trust Company, N.A. therein (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 17, 2007).
|
4.11
|
|
Indenture dated August 17, 2007, between Gulf South Pipeline Company, LP and the Bank of New York Trust Company, N.A. (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 17, 2007).
|
4.12
|
|
Indenture dated January 19, 2011, between Texas Gas Transmission, LLC and the Bank of New York Trust Company, N.A. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 19, 2011).
|
4.13
|
|
First Supplemental Indenture dated June 7, 2011, between Texas Gas Transmission, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current report on Form 8-K, filed on June 13, 2011).
|
4.14
|
|
Second Supplemental Indenture dated June 16, 2011, between Texas Gas Transmission, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current report on Form 8-K, filed on June 20, 2011).
|
4.15
|
|
Subordination Agreement, dated as of May 1, 2009, among Boardwalk Pipelines Holding Corp., as Subordinated Creditor, Wachovia Bank, National Association, as Senior Creditor Representative, and Boardwalk Pipelines, LP, as Borrower (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 5, 2009).
|
4.16
|
|
Indenture dated August 21, 2009, 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 Boardwalk Pipeline Partners, LP’s Current Report on Form 8-K, filed on August 21, 2009).
|
4.17
|
|
First Supplemental Indenture dated August 21, 2009, 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 4.2 to Boardwalk Pipeline Partners, LP’s Current Report on Form 8-K, filed on August 21, 2009).
|
4.18
|
|
Second Supplemental Indenture dated November 8, 2012, 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 Boardwalk Pipeline Partners, LP's Current Report on Form 8-K, filed on November 8, 2012.
|
4.19
|
|
First Supplemental Indenture to the indenture dated November 21, 2006, 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 Current Report on Form 8-K filed on April 23, 2013).
|
4.20
|
|
Third Supplemental Indenture to the indenture dated August 21, 2009, 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 4.2 to the Registrant's Current Report on Form 8-K filed on April 23, 2013).
|
10.1
|
|
Second Amended and Restated Revolving Credit Agreement, dated as of April 27, 2012, among Boardwalk Pipelines, LP, Texas Gas Transmission, LLC, Gulf South Pipeline Company, LP, Gulf Crossing Pipeline Company LLC and Boardwalk Midstream, LLC, as Borrowers, Boardwalk Pipeline Partners, LP, and the several lenders and issuers from time to time party hereto, 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, Royal Bank of Canada, and Union Bank, N.A., as co-documentation agents, and Wells Fargo Securities, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Bank of China, New York Branch, RBC Capital Markets and Union Bank, N.A., as joint lead arrangers and joint book managers (Incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on May 3, 2012).
|
10.2
|
|
Services Agreement dated as of May 16, 2003, by and between Loews Corporation and Texas Gas Transmission, LLC. (Incorporated by reference to Exhibit 10.8 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-127578, filed on October 24, 2005). (1)
|
10.3
|
|
Boardwalk Pipeline Partners, LP Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.9 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1, Registration No. 333-127578, filed on October 31, 2005).
|
|
|
Boardwalk Pipeline Partners, LP
|
|
|
|
By: Boardwalk GP, LP
|
|
|
|
its general partner
|
|
|
|
By: Boardwalk GP, LLC
|
|
|
|
its general partner
|
|
Dated:
|
February 24, 2014
|
By:
|
/s/ Jamie L. Buskill
|
|
|
|
Jamie L. Buskill
|
|
|
|
Senior Vice President, Chief Financial and Administrative Officer and Treasurer
|
Dated:
|
February 24, 2014
|
/s/ Stanley C. Horton
|
|
|
Stanley C. Horton
President, Chief Executive Officer and Director
(principal executive officer)
|
Dated:
|
February 24, 2014
|
/s/ Jamie L. Buskill
|
|
|
Jamie L. Buskill
Senior Vice President, Chief Financial and Administrative Officer and Treasurer
(principal financial officer)
|
Dated:
|
February 24, 2014
|
/s/ Steven A. Barkauskas
|
|
|
Steven A. Barkauskas
Senior Vice President, Controller and Chief Accounting Officer
(principal accounting officer)
|
Dated:
|
February 24, 2014
|
/s/ William R. Cordes
|
|
|
William R. Cordes
Director
|
Dated:
|
February 24, 2014
|
/s/ Thomas E. Hyland
|
|
|
Thomas E. Hyland
Director
|
Dated:
|
February 24, 2014
|
/s/ Arthur L. Rebell
|
|
|
Arthur L. Rebell
Director
|
Dated:
|
February 24, 2014
|
/s/ Mark L. Shapiro
|
|
|
Mark L. Shapiro
Director
|
Dated:
|
February 24, 2014
|
/s/ Kenneth I. Siegel
|
|
|
Kenneth I. Siegel
Director
|
Dated:
|
February 24, 2014
|
/s/ Andrew H. Tisch
|
|
|
Andrew H. Tisch
Director
|
Vesting Date
|
Portion of the Retention
Payment that Becomes Vested
|
February 28, 2015
|
25%
|
February 29, 2016
|
25%
|
February 28, 2017
|
50%
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
For the Year Ended
December 31,
|
||||||||||||||||||||||
|
2013
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income before income taxes
|
$
|
250.7
|
|
|
$
|
306.5
|
|
|
|
$
|
217.4
|
|
|
|
$
|
289.9
|
|
|
|
$
|
163.0
|
|
|
Equity losses in unconsolidated affiliates
|
|
1.2
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Net loss attributable to noncontrolling
interests
|
|
3.5
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Amortization of capitalized interest
|
|
3.4
|
|
|
|
3.3
|
|
|
|
3.3
|
|
|
|
3.2
|
|
|
|
2.8
|
|
|
|||
Fixed charges
|
|
176.0
|
|
|
|
178.4
|
|
|
|
179.8
|
|
|
|
160.2
|
|
|
|
147.6
|
|
|
|||
Capitalized interest
|
|
(6.4
|
)
|
|
|
(4.6
|
)
|
|
|
(1.9
|
)
|
|
|
(4.1
|
)
|
|
|
(10.2
|
)
|
|
|||
Total earnings
|
$
|
428.4
|
|
|
$
|
483.6
|
|
|
|
$
|
398.6
|
|
|
|
$
|
449.2
|
|
|
|
$
|
303.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net of capitalized
interest
|
$
|
163.5
|
|
|
$
|
168.6
|
|
|
|
$
|
173.1
|
|
|
|
$
|
151.1
|
|
|
|
$
|
132.3
|
|
|
Capitalized interest
|
|
6.4
|
|
|
|
4.6
|
|
|
|
1.9
|
|
|
|
4.1
|
|
|
|
10.2
|
|
|
|||
Implicit interest in rents
|
|
6.1
|
|
|
|
5.2
|
|
|
|
4.8
|
|
|
|
5.0
|
|
|
|
5.2
|
|
|
|||
Total fixed charges
|
$
|
176.0
|
|
|
$
|
178.4
|
|
|
|
$
|
179.8
|
|
|
|
$
|
160.2
|
|
|
|
$
|
147.7
|
|
|
Ratio of earnings to fixed charges
|
|
2.43x
|
|
|
|
2.71x
|
|
|
|
2.22x
|
|
|
|
2.80x
|
|
|
|
2.05x
|
|
|
|
|||
|
|
|
|
|
|
|
“earnings” is the aggregate of the following items: pre-tax income or loss from continuing operations before adjustment for income or loss from equity investees; plus fixed charges; plus amortization of capitalized interest; less capitalized interest and noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges; and
|
|
|||
|
|
|
|
|
|
|
“fixed charges” means the sum of the following: interest expensed and capitalized; amortized premiums, discounts and capitalized expenses related to indebtedness; and an estimate of the interest within rental expense. Fixed charges are not reduced by any allowance for funds used during construction.
|
Name of Subsidiary
|
|
Organized Under Laws of
|
|
Business Names
|
|
|
|
|
|
Boardwalk Operating GP, LLC
|
|
Delaware
|
|
|
Boardwalk Pipelines, LP
|
|
Delaware
|
|
|
Texas Gas Transmission, LLC
|
|
Delaware
|
|
Texas Gas
|
Gulf South Pipeline Company, LP
|
|
Delaware
|
|
Gulf South
|
GS Pipeline Company, LLC
|
|
Delaware
|
|
|
Gulf Crossing Pipeline Company LLC
|
|
Delaware
|
|
Gulf Crossing
|
Petal Gas Storage, L.L.C
|
|
Delaware
|
|
Petal
|
Boardwalk Midstream, LLC
|
|
Delaware
|
|
|
Boardwalk Acquisition Company, LLC
|
|
Delaware
|
|
|
Boardwalk Louisiana Midstream, LLC
|
|
Delaware
|
|
Louisiana Midstream
|
Boardwalk Storage Company, LLC
|
|
Delaware
|
|
|
Boardwalk Field Services, LLC
|
|
Delaware
|
|
Field Services
|
1)
|
I have reviewed this Annual Report on Form 10-K of Boardwalk Pipeline Partners, LP;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
February 24, 2014
|
/s/ Stanley C. Horton
|
|
|
Stanley C. Horton
|
|
|
President, Chief Executive Officer and Director
|
1)
|
I have reviewed this Annual Report on Form 10-K of Boardwalk Pipeline Partners, LP;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
February 24, 2014
|
/s/ Jamie L. Buskill
|
|
|
Jamie L. Buskill
|
|
|
Senior Vice President, Chief Financial and Administrative Officer and Treasurer
|