|
Commission file number:
01-32665
|
||
|
||
BOARDWALK PIPELINE PARTNERS, LP
|
||
(Exact name of registrant as specified in its charter)
|
||
|
||
DELAWARE
|
||
(State or other jurisdiction of incorporation or organization)
|
||
|
||
20-3265614
|
||
(I.R.S. Employer Identification No.)
|
||
|
||
9 Greenway Plaza, Suite 2800
Houston, Texas 77046
(866) 913-2122
|
||
(Address and Telephone Number of Registrant’s Principal Executive Office)
|
||
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
|
Name of each exchange on which registered
|
Common Units Representing Limited Partner Interests
|
|
New York Stock Exchange
|
Securities registered pursuant to Section 12(g) of the Act:
NONE
|
|
PART I - FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
|
|
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|
|
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PART II - OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
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|
ASSETS
|
September 30, 2015
|
|
December 31, 2014
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5.4
|
|
|
$
|
6.6
|
|
Receivables:
|
|
|
|
|
|
||
Trade
|
91.0
|
|
|
102.6
|
|
||
Other
|
12.7
|
|
|
8.3
|
|
||
Gas transportation receivables
|
2.8
|
|
|
9.1
|
|
||
Gas and liquids stored underground
|
10.1
|
|
|
4.1
|
|
||
Prepayments
|
19.1
|
|
|
14.5
|
|
||
Other current assets
|
4.1
|
|
|
4.4
|
|
||
Total current assets
|
145.2
|
|
|
149.6
|
|
||
|
|
|
|
||||
Property, Plant and Equipment:
|
|
|
|
|
|
||
Natural gas transmission and other plant
|
9,405.8
|
|
|
9,250.1
|
|
||
Construction work in progress
|
189.6
|
|
|
105.5
|
|
||
Property, plant and equipment, gross
|
9,595.4
|
|
|
9,355.6
|
|
||
Less—accumulated depreciation and amortization
|
1,998.7
|
|
|
1,766.4
|
|
||
Property, plant and equipment, net
|
7,596.7
|
|
|
7,589.2
|
|
||
|
|
|
|
||||
Other Assets:
|
|
|
|
|
|
||
Goodwill
|
237.4
|
|
|
237.4
|
|
||
Gas stored underground
|
101.4
|
|
|
86.4
|
|
||
Other
|
149.2
|
|
|
144.2
|
|
||
Total other assets
|
488.0
|
|
|
468.0
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
8,229.9
|
|
|
$
|
8,206.8
|
|
LIABILITIES AND PARTNERS' CAPITAL
|
September 30, 2015
|
|
December 31, 2014
|
||||
Current Liabilities:
|
|
|
|
||||
Payables:
|
|
|
|
||||
Trade, net
|
$
|
67.1
|
|
|
$
|
51.7
|
|
Affiliates
|
1.4
|
|
|
1.5
|
|
||
Other
|
19.4
|
|
|
10.4
|
|
||
Gas payables
|
7.6
|
|
|
8.5
|
|
||
Accrued taxes, other
|
68.0
|
|
|
47.1
|
|
||
Accrued interest
|
33.3
|
|
|
47.4
|
|
||
Accrued payroll and employee benefits
|
24.1
|
|
|
26.3
|
|
||
Deferred income
|
4.5
|
|
|
1.9
|
|
||
Other current liabilities
|
49.6
|
|
|
25.4
|
|
||
Total current liabilities
|
275.0
|
|
|
220.2
|
|
||
|
|
|
|
||||
Long-term debt and capital lease obligation
|
3,459.2
|
|
|
3,689.7
|
|
||
|
|
|
|
||||
Other Liabilities and Deferred Credits:
|
|
|
|
|
|
||
Pension liability
|
15.9
|
|
|
19.2
|
|
||
Asset retirement obligation
|
40.9
|
|
|
39.9
|
|
||
Provision for other asset retirement
|
63.2
|
|
|
60.5
|
|
||
Payable to affiliate
|
16.0
|
|
|
16.0
|
|
||
Other
|
64.1
|
|
|
59.0
|
|
||
Total other liabilities and deferred credits
|
200.1
|
|
|
194.6
|
|
||
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Partners’ Capital:
|
|
|
|
|
|
||
Common units – 250.3 million units and 243.3 million units
issued and outstanding as of September 30, 2015, and
December 31, 2014
|
4,287.0
|
|
|
4,095.1
|
|
||
General partner
|
83.9
|
|
|
80.0
|
|
||
Accumulated other comprehensive loss
|
(75.3
|
)
|
|
(72.8
|
)
|
||
Total partners’ capital
|
4,295.6
|
|
|
4,102.3
|
|
||
Total Liabilities and Partners' Capital
|
$
|
8,229.9
|
|
|
$
|
8,206.8
|
|
|
|
For the
Three Months Ended September 30, |
|
For the
Nine Months Ended September 30, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Transportation
|
|
$
|
255.6
|
|
|
$
|
238.9
|
|
|
$
|
802.1
|
|
|
$
|
788.9
|
|
Parking and lending
|
|
2.3
|
|
|
3.0
|
|
|
7.9
|
|
|
21.4
|
|
||||
Storage
|
|
20.4
|
|
|
19.2
|
|
|
60.6
|
|
|
70.1
|
|
||||
Other
|
|
15.8
|
|
|
17.8
|
|
|
51.8
|
|
|
48.8
|
|
||||
Total operating revenues
|
|
294.1
|
|
|
278.9
|
|
|
922.4
|
|
|
929.2
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||
Fuel and transportation
|
|
23.9
|
|
|
31.9
|
|
|
74.5
|
|
|
94.8
|
|
||||
Operation and maintenance
|
|
55.2
|
|
|
50.3
|
|
|
152.2
|
|
|
136.9
|
|
||||
Administrative and general
|
|
31.7
|
|
|
31.8
|
|
|
94.1
|
|
|
89.1
|
|
||||
Depreciation and amortization
|
|
79.8
|
|
|
72.2
|
|
|
242.4
|
|
|
211.0
|
|
||||
Asset impairment
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
8.6
|
|
||||
Net (gain) loss on disposal of operating assets
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.2
|
)
|
|
(1.1
|
)
|
||||
Taxes other than income taxes
|
|
22.9
|
|
|
24.1
|
|
|
69.9
|
|
|
72.3
|
|
||||
Total operating costs and expenses
|
|
213.4
|
|
|
210.4
|
|
|
633.0
|
|
|
611.6
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
80.7
|
|
|
68.5
|
|
|
289.4
|
|
|
317.6
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
43.1
|
|
|
40.0
|
|
|
134.2
|
|
|
121.1
|
|
||||
Interest income
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
||||
Equity losses in unconsolidated affiliates
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
86.9
|
|
||||
Miscellaneous other income, net
|
|
(0.7
|
)
|
|
(0.2
|
)
|
|
(1.3
|
)
|
|
(0.3
|
)
|
||||
Total other deductions
|
|
42.3
|
|
|
40.0
|
|
|
132.6
|
|
|
207.3
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
|
38.4
|
|
|
28.5
|
|
|
156.8
|
|
|
110.3
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income taxes
|
|
0.1
|
|
|
0.1
|
|
|
0.4
|
|
|
0.4
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
38.3
|
|
|
28.4
|
|
|
156.4
|
|
|
109.9
|
|
||||
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(86.9
|
)
|
||||
Net income attributable to controlling interests
|
|
$
|
38.3
|
|
|
$
|
29.2
|
|
|
$
|
156.4
|
|
|
$
|
196.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income per Unit:
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income per common unit
|
|
$
|
0.15
|
|
|
$
|
0.12
|
|
|
$
|
0.62
|
|
|
$
|
0.79
|
|
Weighted-average number of common units outstanding
|
|
250.3
|
|
|
243.3
|
|
|
248.3
|
|
|
243.3
|
|
||||
Cash distribution declared and paid to common units
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
|
For the
Three Months Ended September 30, |
|
For the
Nine Months Ended September 30, |
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income
|
|
$
|
38.3
|
|
|
$
|
28.4
|
|
|
$
|
156.4
|
|
|
$
|
109.9
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain (loss) on cash flow hedges
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
(0.7
|
)
|
||||
Reclassification adjustment transferred to Net Income from cash flow hedges
|
|
0.6
|
|
|
0.5
|
|
|
1.8
|
|
|
2.1
|
|
||||
Pension and other postretirement benefit costs
|
|
—
|
|
|
(2.0
|
)
|
|
(4.3
|
)
|
|
(5.9
|
)
|
||||
Total Comprehensive Income
|
|
38.9
|
|
|
27.1
|
|
|
153.9
|
|
|
105.4
|
|
||||
Comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(86.9
|
)
|
||||
Comprehensive income attributable to controlling interests
|
|
$
|
38.9
|
|
|
$
|
27.9
|
|
|
$
|
153.9
|
|
|
$
|
192.3
|
|
|
For the
Nine Months Ended September 30, |
||||||
OPERATING ACTIVITIES:
|
2015
|
|
2014
|
||||
Net income
|
$
|
156.4
|
|
|
$
|
109.9
|
|
Adjustments to reconcile net income to cash provided by operations:
|
|
|
|
|
|
||
Depreciation and amortization
|
242.4
|
|
|
211.0
|
|
||
Amortization of deferred costs
|
6.3
|
|
|
4.3
|
|
||
Asset impairment
|
0.1
|
|
|
8.6
|
|
||
Net gain on sale of operating assets
|
(0.2
|
)
|
|
(1.1
|
)
|
||
Equity losses in unconsolidated affiliates
|
—
|
|
|
86.9
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Trade and other receivables
|
7.2
|
|
|
24.7
|
|
||
Other receivables, affiliates
|
—
|
|
|
0.9
|
|
||
Gas receivables and storage assets
|
(14.6
|
)
|
|
(18.4
|
)
|
||
Costs recoverable from customers
|
0.2
|
|
|
1.7
|
|
||
Other assets
|
(1.7
|
)
|
|
(3.6
|
)
|
||
Trade and other payables
|
8.1
|
|
|
0.6
|
|
||
Other payables, affiliates
|
(0.7
|
)
|
|
(0.5
|
)
|
||
Gas payables
|
(0.7
|
)
|
|
(6.6
|
)
|
||
Accrued liabilities
|
5.8
|
|
|
5.9
|
|
||
Other liabilities
|
21.6
|
|
|
(11.8
|
)
|
||
Net cash provided by operating activities
|
430.2
|
|
|
412.5
|
|
||
|
|
|
|
||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Capital expenditures
|
(241.1
|
)
|
|
(315.9
|
)
|
||
Proceeds from sale of operating assets
|
0.3
|
|
|
2.9
|
|
||
Proceeds from other recoveries
|
6.2
|
|
|
6.3
|
|
||
Advances to affiliates
|
—
|
|
|
0.1
|
|
||
Investment in unconsolidated affiliates
|
—
|
|
|
(20.5
|
)
|
||
Distributions from unconsolidated affiliates
|
—
|
|
|
10.7
|
|
||
Acquisition-related deposit
|
—
|
|
|
(29.5
|
)
|
||
Net cash used in investing activities
|
(234.6
|
)
|
|
(345.9
|
)
|
||
|
|
|
|
||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from long-term debt
|
247.1
|
|
|
—
|
|
||
Repayment of borrowings from long-term debt and term loan
|
(725.0
|
)
|
|
(25.0
|
)
|
||
Proceeds from borrowings on revolving credit agreement
|
980.0
|
|
|
340.0
|
|
||
Repayment of borrowings on revolving credit agreement, including
financing fees
|
(738.6
|
)
|
|
(330.0
|
)
|
||
Principal payment of capital lease obligation
|
(0.3
|
)
|
|
(0.3
|
)
|
||
Advances from affiliate
|
0.6
|
|
|
0.1
|
|
||
Distributions paid
|
(76.0
|
)
|
|
(74.4
|
)
|
||
Proceeds from sale of common units
|
113.1
|
|
|
—
|
|
||
Capital contributions from general partner
|
2.3
|
|
|
—
|
|
||
Capital contributions from noncontrolling interests
|
—
|
|
|
8.2
|
|
||
Distributions paid to noncontrolling interests
|
—
|
|
|
(7.5
|
)
|
||
Net cash used in financing activities
|
(196.8
|
)
|
|
(88.9
|
)
|
||
Decrease in cash and cash equivalents
|
(1.2
|
)
|
|
(22.3
|
)
|
||
Cash and cash equivalents at beginning of period
|
6.6
|
|
|
28.5
|
|
||
Cash and cash equivalents at end of period
|
$
|
5.4
|
|
|
$
|
6.2
|
|
|
Partners' Capital
|
|
|
|
|
||||||||||||||
|
Common
Units
|
|
General
Partner
|
|
Accumulated
Other
Comp Loss
|
|
Non-controlling Interest
|
|
Total Equity
|
||||||||||
Balance January 1, 2014
|
$
|
3,963.4
|
|
|
$
|
77.3
|
|
|
$
|
(63.8
|
)
|
|
$
|
86.5
|
|
|
$
|
4,063.4
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss)
|
192.9
|
|
|
3.9
|
|
|
—
|
|
|
(86.9
|
)
|
|
109.9
|
|
|||||
Distributions paid
|
(72.9
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(74.4
|
)
|
|||||
Capital contributions from
noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
|
8.2
|
|
|||||
Distributions paid to
noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|
(7.5
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
|||||
Balance September 30, 2014
|
$
|
4,083.4
|
|
|
$
|
79.7
|
|
|
$
|
(68.3
|
)
|
|
$
|
0.3
|
|
|
$
|
4,095.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance January 1, 2015
|
$
|
4,095.1
|
|
|
$
|
80.0
|
|
|
$
|
(72.8
|
)
|
|
$
|
—
|
|
|
$
|
4,102.3
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
153.3
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
156.4
|
|
|||||
Distributions paid
|
(74.5
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(76.0
|
)
|
|||||
Sale of common units net of
related transaction costs
|
113.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113.1
|
|
|||||
Capital contribution from
general partner
|
—
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
(2.5
|
)
|
|||||
Balance September 30, 2015
|
$
|
4,287.0
|
|
|
$
|
83.9
|
|
|
$
|
(75.3
|
)
|
|
$
|
—
|
|
|
$
|
4,295.6
|
|
|
Cash Flow Hedges
|
|
Pension and
Other
Postretirement Costs
|
|
Total
|
||||||
Beginning balance, July 1, 2015
|
$
|
(9.6
|
)
|
|
$
|
(66.3
|
)
|
|
$
|
(75.9
|
)
|
Reclassifications:
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
0.6
|
|
|
|
—
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|||
Ending balance, September 30, 2015
|
$
|
(9.0
|
)
|
|
$
|
(66.3
|
)
|
|
$
|
(75.3
|
)
|
|
Cash Flow Hedges
|
|
Pension and
Other
Postretirement Costs
|
|
Total
|
||||||
Beginning balance, July 1, 2014
|
$
|
(12.0
|
)
|
|
$
|
(55.0
|
)
|
|
$
|
(67.0
|
)
|
Gain recorded in accumulated other comprehensive loss
|
|
0.2
|
|
|
|
—
|
|
|
|
0.2
|
|
Reclassifications:
|
|
|
|
|
|
|
|
|
|||
Transportation operating revenues
|
|
(0.1
|
)
|
|
|
—
|
|
|
|
(0.1
|
)
|
Interest expense
|
|
0.6
|
|
|
|
—
|
|
|
|
0.6
|
|
Pension and other postretirement benefit costs
|
|
—
|
|
|
|
(2.0
|
)
|
|
|
(2.0
|
)
|
|
|
|
|
|
|
|
|
|
|||
Ending balance, September 30, 2014
|
$
|
(11.3
|
)
|
|
$
|
(57.0
|
)
|
|
$
|
(68.3
|
)
|
|
Cash Flow Hedges
|
|
Pension and
Other
Postretirement Costs
|
|
Total
|
||||||
Beginning balance, January 1, 2015
|
$
|
(10.8
|
)
|
|
$
|
(62.0
|
)
|
|
$
|
(72.8
|
)
|
Reclassifications:
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
1.8
|
|
|
|
—
|
|
|
|
1.8
|
|
Pension and other postretirement benefit costs
|
|
—
|
|
|
|
(4.3
|
)
|
|
|
(4.3
|
)
|
|
|
|
|
|
|
|
|
|
|||
Ending balance, September 30, 2015
|
$
|
(9.0
|
)
|
|
$
|
(66.3
|
)
|
|
$
|
(75.3
|
)
|
|
Cash Flow Hedges
|
|
Pension and
Other
Postretirement Costs
|
|
Total
|
||||||
Beginning balance, January 1, 2014
|
$
|
(12.7
|
)
|
|
$
|
(51.1
|
)
|
|
$
|
(63.8
|
)
|
Loss recorded in accumulated other comprehensive loss
|
|
(0.7
|
)
|
|
|
—
|
|
|
|
(0.7
|
)
|
Reclassifications:
|
|
|
|
|
|
|
|
|
|||
Transportation operating revenues
|
|
0.1
|
|
|
|
—
|
|
|
|
0.1
|
|
Other operating revenues
|
|
0.2
|
|
|
|
—
|
|
|
|
0.2
|
|
Interest expense
|
|
1.8
|
|
|
|
—
|
|
|
|
1.8
|
|
Pension and other postretirement benefit costs
|
|
—
|
|
|
|
(5.9
|
)
|
|
|
(5.9
|
)
|
|
|
|
|
|
|
|
|
|
|||
Ending balance, September 30, 2014
|
$
|
(11.3
|
)
|
|
$
|
(57.0
|
)
|
|
$
|
(68.3
|
)
|
As of September 30, 2015
|
|
|
|
|
Estimated Fair Value
|
||||||||||||||||
Financial Assets
|
|
Carrying Amount
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Cash and cash equivalents
|
|
$
|
5.4
|
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
|
$
|
3,449.9
|
|
(1)
|
|
$
|
—
|
|
|
$
|
3,425.3
|
|
|
$
|
—
|
|
|
$
|
3,425.3
|
|
As of December 31, 2014
|
|
|
|
|
Estimated Fair Value
|
||||||||||||||||
Financial Assets
|
|
Carrying Amount
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||
Cash and cash equivalents
|
|
$
|
6.6
|
|
|
|
$
|
6.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Long-term debt
|
|
$
|
3,680.1
|
|
(1)
|
|
$
|
—
|
|
|
$
|
3,787.4
|
|
|
$
|
—
|
|
|
$
|
3,787.4
|
|
|
Total
|
|
Common
Units
|
|
General Partner
and IDRs
|
||||||
Net income
|
$
|
38.3
|
|
|
|
|
|
||||
Declared distribution
|
25.5
|
|
|
$
|
25.0
|
|
|
$
|
0.5
|
|
|
Assumed allocation of undistributed net income
|
12.8
|
|
|
12.5
|
|
|
0.3
|
|
|||
Assumed allocation of net income attributable to limited
partner unitholders and general partner |
$
|
38.3
|
|
|
$
|
37.5
|
|
|
$
|
0.8
|
|
Weighted-average units outstanding
|
|
|
250.3
|
|
|
|
|||||
Net income per unit
|
|
|
$
|
0.15
|
|
|
|
|
Total
|
|
Common
Units
|
|
General Partner
and IDRs
|
||||||
Net income
|
$
|
28.4
|
|
|
|
|
|
||||
Less: Net loss attributable to noncontrolling interests
|
(0.8
|
)
|
|
|
|
|
|||||
Net income attributable to controlling interests
|
29.2
|
|
|
|
|
|
|||||
Declared distribution
|
24.8
|
|
|
$
|
24.3
|
|
|
$
|
0.5
|
|
|
Assumed allocation of undistributed net income
|
4.4
|
|
|
4.3
|
|
|
0.1
|
|
|||
Assumed allocation of net income attributable to limited
partner unitholders and general partner |
$
|
29.2
|
|
|
$
|
28.6
|
|
|
$
|
0.6
|
|
Weighted-average units outstanding
|
|
|
|
243.3
|
|
|
|
|
|||
Net income per unit
|
|
|
|
$
|
0.12
|
|
|
|
|
|
Total
|
|
Common
Units
|
|
General Partner
and IDRs
|
||||||
Net income
|
$
|
156.4
|
|
|
|
|
|
||||
Declared distribution
|
76.6
|
|
|
$
|
75.1
|
|
|
$
|
1.5
|
|
|
Assumed allocation of undistributed net income
|
79.8
|
|
|
78.2
|
|
|
1.6
|
|
|||
Assumed allocation of net income attributable to limited
partner unitholders and general partner
|
$
|
156.4
|
|
|
$
|
153.3
|
|
|
$
|
3.1
|
|
Weighted-average units outstanding
|
|
|
248.3
|
|
|
|
|||||
Net income per unit
|
|
|
$
|
0.62
|
|
|
|
|
Total
|
|
Common
Units
|
|
General Partner
and IDRs
|
||||||
Net income
|
$
|
109.9
|
|
|
|
|
|
||||
Less: Net loss attributable to noncontrolling interests
|
(86.9
|
)
|
|
|
|
|
|||||
Net income attributable to controlling interests
|
196.8
|
|
|
|
|
|
|||||
Declared distribution
|
74.5
|
|
|
$
|
73.0
|
|
|
$
|
1.5
|
|
|
Assumed allocation of undistributed net income
|
122.3
|
|
|
119.9
|
|
|
2.4
|
|
|||
Assumed allocation of net income attributable to limited
partner unitholders and general partner
|
$
|
196.8
|
|
|
$
|
192.9
|
|
|
$
|
3.9
|
|
Weighted-average units outstanding
|
|
|
|
243.3
|
|
|
|
|
|||
Net income per unit
|
|
|
|
$
|
0.79
|
|
|
|
|
Date of
Issuance
|
|
Issuing Subsidiary
|
|
Amount of
Issuance
|
|
Purchaser
Discounts
and
Expenses
|
|
Net
Proceeds
|
|
Interest
Rate
|
|
Maturity Date
|
|
Interest Payable
|
||||||||||
March 2015
|
|
Boardwalk Pipelines
|
|
$
|
250.0
|
|
|
|
$
|
2.9
|
|
|
|
$
|
247.1
|
|
|
(1)
|
4.95%
|
|
December 15, 2024
|
|
June 15 and December 15
|
(1)
|
The net proceeds of this offering were used to retire a portion of the outstanding
$250.0 million
aggregate principal amount of Texas Gas Transmission, LLC's (Texas Gas)
4.60%
notes that matured in June 2015 (Texas Gas 2015 Notes). Initially, the Partnership used the net proceeds to reduce outstanding borrowings under its revolving credit facility. Subsequently, on June 1, 2015, the Partnership retired the Texas Gas 2015 Notes with borrowings under its revolving credit facility.
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||
|
For the
Three Months Ended September 30, |
|
For the
Three Months Ended September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost
|
$
|
0.9
|
|
|
$
|
0.9
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
1.3
|
|
|
1.4
|
|
|
0.5
|
|
|
0.5
|
|
||||
Expected return on plan assets
|
(2.2
|
)
|
|
(2.4
|
)
|
|
(1.1
|
)
|
|
(1.1
|
)
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(1.9
|
)
|
||||
Amortization of unrecognized net loss
|
0.7
|
|
|
0.4
|
|
|
—
|
|
|
0.1
|
|
||||
Settlement charge
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Regulatory asset (increase) decrease
|
(1.0
|
)
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
1.4
|
|
|
$
|
0.7
|
|
|
$
|
(2.4
|
)
|
|
$
|
(2.3
|
)
|
|
Retirement Plans
|
|
PBOP
|
||||||||||||
|
For the
Nine Months Ended September 30, |
|
For the
Nine Months Ended September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost
|
$
|
2.9
|
|
|
$
|
2.9
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Interest cost
|
3.7
|
|
|
4.2
|
|
|
1.5
|
|
|
1.6
|
|
||||
Expected return on plan assets
|
(6.8
|
)
|
|
(7.1
|
)
|
|
(3.4
|
)
|
|
(3.2
|
)
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|
(5.8
|
)
|
||||
Amortization of unrecognized net loss
|
1.5
|
|
|
1.0
|
|
|
—
|
|
|
0.2
|
|
||||
Settlement charge
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Regulatory asset decrease
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
3.0
|
|
|
$
|
2.3
|
|
|
$
|
(7.3
|
)
|
|
$
|
(6.9
|
)
|
|
For the
Nine Months Ended September 30, |
||||||
|
2015
|
|
2014
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest (net of amount capitalized)
|
$
|
137.5
|
|
|
$
|
127.6
|
|
Assets
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
5.4
|
|
Receivables
|
|
—
|
|
|
—
|
|
|
103.7
|
|
|
—
|
|
|
103.7
|
|
|||||
Receivables - affiliate
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|
(6.6
|
)
|
|
—
|
|
|||||
Gas and liquids stored underground
|
|
—
|
|
|
—
|
|
|
10.1
|
|
|
—
|
|
|
10.1
|
|
|||||
Prepayments
|
|
0.1
|
|
|
—
|
|
|
19.0
|
|
|
—
|
|
|
19.1
|
|
|||||
Advances to affiliates
|
|
—
|
|
|
25.0
|
|
|
173.1
|
|
|
(198.1
|
)
|
|
—
|
|
|||||
Other current assets
|
|
0.2
|
|
|
—
|
|
|
11.2
|
|
|
(4.5
|
)
|
|
6.9
|
|
|||||
Total current assets
|
|
0.3
|
|
|
26.6
|
|
|
327.5
|
|
|
(209.2
|
)
|
|
145.2
|
|
|||||
Investment in consolidated subsidiaries
|
|
2,104.4
|
|
|
6,982.9
|
|
|
—
|
|
|
(9,087.3
|
)
|
|
—
|
|
|||||
Property, plant and equipment, gross
|
|
0.6
|
|
|
—
|
|
|
9,594.8
|
|
|
—
|
|
|
9,595.4
|
|
|||||
Less–accumulated depreciation
and amortization
|
|
0.6
|
|
|
—
|
|
|
1,998.1
|
|
|
—
|
|
|
1,998.7
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
—
|
|
|
7,596.7
|
|
|
—
|
|
|
7,596.7
|
|
|||||
Other noncurrent assets
|
|
—
|
|
|
5.2
|
|
|
482.8
|
|
|
—
|
|
|
488.0
|
|
|||||
Advances to affiliates – noncurrent
|
|
2,209.2
|
|
|
469.8
|
|
|
1,001.0
|
|
|
(3,680.0
|
)
|
|
—
|
|
|||||
Total other assets
|
|
2,209.2
|
|
|
475.0
|
|
|
1,483.8
|
|
|
(3,680.0
|
)
|
|
488.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
|
$
|
4,313.9
|
|
|
$
|
7,484.5
|
|
|
$
|
9,408.0
|
|
|
$
|
(12,976.5
|
)
|
|
$
|
8,229.9
|
|
Liabilities and Partners' Capital
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Payables
|
|
$
|
0.9
|
|
|
$
|
0.1
|
|
|
$
|
85.5
|
|
|
$
|
—
|
|
|
$
|
86.5
|
|
Payable to affiliates
|
|
1.4
|
|
|
—
|
|
|
6.6
|
|
|
(6.6
|
)
|
|
1.4
|
|
|||||
Advances from affiliates
|
|
—
|
|
|
173.1
|
|
|
25.0
|
|
|
(198.1
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
—
|
|
|
23.0
|
|
|
168.6
|
|
|
(4.5
|
)
|
|
187.1
|
|
|||||
Total current liabilities
|
|
2.3
|
|
|
196.2
|
|
|
285.7
|
|
|
(209.2
|
)
|
|
275.0
|
|
|||||
Long-term debt and capital lease
obligation
|
|
—
|
|
|
1,973.7
|
|
|
1,485.5
|
|
|
—
|
|
|
3,459.2
|
|
|||||
Payable to affiliate - noncurrent
|
|
16.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|||||
Advances from affiliates - noncurrent
|
|
—
|
|
|
3,210.2
|
|
|
469.8
|
|
|
(3,680.0
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
184.1
|
|
|
—
|
|
|
184.1
|
|
|||||
Total other liabilities and deferred
credits
|
|
16.0
|
|
|
3,210.2
|
|
|
653.9
|
|
|
(3,680.0
|
)
|
|
200.1
|
|
|||||
Total partners' capital
|
|
4,295.6
|
|
|
2,104.4
|
|
|
6,982.9
|
|
|
(9,087.3
|
)
|
|
4,295.6
|
|
|||||
Total Liabilities and Partners'
Capital
|
|
$
|
4,313.9
|
|
|
$
|
7,484.5
|
|
|
$
|
9,408.0
|
|
|
$
|
(12,976.5
|
)
|
|
$
|
8,229.9
|
|
Assets
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Cash and cash equivalents
|
|
$
|
0.5
|
|
|
$
|
1.8
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
6.6
|
|
Receivables
|
|
—
|
|
|
—
|
|
|
110.9
|
|
|
—
|
|
|
110.9
|
|
|||||
Receivables - affiliate
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|
(9.0
|
)
|
|
—
|
|
|||||
Gas and liquids stored underground
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
|||||
Prepayments
|
|
0.1
|
|
|
—
|
|
|
14.4
|
|
|
—
|
|
|
14.5
|
|
|||||
Advances to affiliates
|
|
—
|
|
|
6.3
|
|
|
106.2
|
|
|
(112.5
|
)
|
|
—
|
|
|||||
Other current assets
|
|
0.5
|
|
|
—
|
|
|
19.2
|
|
|
(6.2
|
)
|
|
13.5
|
|
|||||
Total current assets
|
|
1.1
|
|
|
8.1
|
|
|
268.1
|
|
|
(127.7
|
)
|
|
149.6
|
|
|||||
Investment in consolidated subsidiaries
|
|
1,970.6
|
|
|
6,744.1
|
|
|
—
|
|
|
(8,714.7
|
)
|
|
—
|
|
|||||
Property, plant and equipment, gross
|
|
0.6
|
|
|
—
|
|
|
9,355.0
|
|
|
—
|
|
|
9,355.6
|
|
|||||
Less–accumulated depreciation
and amortization
|
|
0.6
|
|
|
—
|
|
|
1,765.8
|
|
|
—
|
|
|
1,766.4
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
—
|
|
|
7,589.2
|
|
|
—
|
|
|
7,589.2
|
|
|||||
Other noncurrent assets
|
|
—
|
|
|
3.4
|
|
|
465.2
|
|
|
(0.6
|
)
|
|
468.0
|
|
|||||
Advances to affiliates – noncurrent
|
|
2,148.3
|
|
|
212.0
|
|
|
996.5
|
|
|
(3,356.8
|
)
|
|
—
|
|
|||||
Total other assets
|
|
2,148.3
|
|
|
215.4
|
|
|
1,461.7
|
|
|
(3,357.4
|
)
|
|
468.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
|
$
|
4,120.0
|
|
|
$
|
6,967.6
|
|
|
$
|
9,319.0
|
|
|
$
|
(12,199.8
|
)
|
|
$
|
8,206.8
|
|
Liabilities and Partners' Capital
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Payables
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
61.8
|
|
|
$
|
—
|
|
|
$
|
62.1
|
|
Payable to affiliates
|
|
1.5
|
|
|
—
|
|
|
9.0
|
|
|
(9.0
|
)
|
|
1.5
|
|
|||||
Advances from affiliates
|
|
—
|
|
|
106.2
|
|
|
6.3
|
|
|
(112.5
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
—
|
|
|
21.4
|
|
|
141.7
|
|
|
(6.5
|
)
|
|
156.6
|
|
|||||
Total current liabilities
|
|
1.7
|
|
|
127.7
|
|
|
218.8
|
|
|
(128.0
|
)
|
|
220.2
|
|
|||||
Long-term debt and capital lease
obligation
|
|
—
|
|
|
1,724.5
|
|
|
1,965.2
|
|
|
—
|
|
|
3,689.7
|
|
|||||
Payable to affiliate - noncurrent
|
|
16.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|||||
Advances from affiliates - noncurrent
|
|
—
|
|
|
3,144.8
|
|
|
212.0
|
|
|
(3,356.8
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
178.9
|
|
|
(0.3
|
)
|
|
178.6
|
|
|||||
Total other liabilities and deferred
credits
|
|
16.0
|
|
|
3,144.8
|
|
|
390.9
|
|
|
(3,357.1
|
)
|
|
194.6
|
|
|||||
Total partners' capital
|
|
4,102.3
|
|
|
1,970.6
|
|
|
6,744.1
|
|
|
(8,714.7
|
)
|
|
4,102.3
|
|
|||||
Total Liabilities and Partners'
Capital
|
|
$
|
4,120.0
|
|
|
$
|
6,967.6
|
|
|
$
|
9,319.0
|
|
|
$
|
(12,199.8
|
)
|
|
$
|
8,206.8
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
277.1
|
|
|
$
|
(21.5
|
)
|
|
$
|
255.6
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
20.4
|
|
|
—
|
|
|
20.4
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
15.8
|
|
|
—
|
|
|
15.8
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
315.6
|
|
|
(21.5
|
)
|
|
294.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
45.4
|
|
|
(21.5
|
)
|
|
23.9
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
55.2
|
|
|
—
|
|
|
55.2
|
|
|||||
Administrative and general
|
0.2
|
|
|
—
|
|
|
31.5
|
|
|
—
|
|
|
31.7
|
|
|||||
Other operating costs and expenses
|
—
|
|
|
—
|
|
|
102.6
|
|
|
—
|
|
|
102.6
|
|
|||||
Total operating costs and expenses
|
0.2
|
|
|
—
|
|
|
234.7
|
|
|
(21.5
|
)
|
|
213.4
|
|
|||||
Operating (loss) income
|
(0.2
|
)
|
|
—
|
|
|
80.9
|
|
|
—
|
|
|
80.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
—
|
|
|
26.1
|
|
|
17.0
|
|
|
—
|
|
|
43.1
|
|
|||||
Interest (income) expense - affiliates, net
|
(7.3
|
)
|
|
9.7
|
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Equity in earnings of subsidiaries
|
(31.2
|
)
|
|
(67.0
|
)
|
|
—
|
|
|
98.2
|
|
|
—
|
|
|||||
Miscellaneous other income, net
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||||
Total other (income) deductions
|
(38.5
|
)
|
|
(31.2
|
)
|
|
13.8
|
|
|
98.2
|
|
|
42.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
38.3
|
|
|
31.2
|
|
|
67.1
|
|
|
(98.2
|
)
|
|
38.4
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
Net income (loss)
|
$
|
38.3
|
|
|
$
|
31.2
|
|
|
$
|
67.0
|
|
|
$
|
(98.2
|
)
|
|
$
|
38.3
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
261.3
|
|
|
$
|
(22.4
|
)
|
|
$
|
238.9
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
19.6
|
|
|
(0.4
|
)
|
|
19.2
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
17.8
|
|
|
—
|
|
|
17.8
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
301.7
|
|
|
(22.8
|
)
|
|
278.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
54.7
|
|
|
(22.8
|
)
|
|
31.9
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
50.3
|
|
|
—
|
|
|
50.3
|
|
|||||
Administrative and general
|
0.2
|
|
|
—
|
|
|
31.6
|
|
|
—
|
|
|
31.8
|
|
|||||
Other operating costs and expenses
|
0.2
|
|
|
—
|
|
|
96.2
|
|
|
—
|
|
|
96.4
|
|
|||||
Total operating costs and expenses
|
0.4
|
|
|
—
|
|
|
232.8
|
|
|
(22.8
|
)
|
|
210.4
|
|
|||||
Operating (loss) income
|
(0.4
|
)
|
|
—
|
|
|
68.9
|
|
|
—
|
|
|
68.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
—
|
|
|
18.7
|
|
|
21.3
|
|
|
—
|
|
|
40.0
|
|
|||||
Interest (income) expense - affiliates, net
|
(7.8
|
)
|
|
10.6
|
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Equity in earnings of subsidiaries
|
(21.8
|
)
|
|
(51.1
|
)
|
|
—
|
|
|
72.9
|
|
|
—
|
|
|||||
Equity losses in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||
Miscellaneous other income, net
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Total other (income) deductions
|
(29.6
|
)
|
|
(21.8
|
)
|
|
18.5
|
|
|
72.9
|
|
|
40.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
29.2
|
|
|
21.8
|
|
|
50.4
|
|
|
(72.9
|
)
|
|
28.5
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
Net income (loss)
|
29.2
|
|
|
21.8
|
|
|
50.3
|
|
|
(72.9
|
)
|
|
28.4
|
|
|||||
Net loss attributable to noncontrolling
interests
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||
Net income (loss) attributable to controlling
interests
|
$
|
29.2
|
|
|
$
|
21.8
|
|
|
$
|
51.1
|
|
|
$
|
(72.9
|
)
|
|
$
|
29.2
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
867.3
|
|
|
$
|
(65.2
|
)
|
|
$
|
802.1
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
8.1
|
|
|
(0.2
|
)
|
|
7.9
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
60.6
|
|
|
—
|
|
|
60.6
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
51.8
|
|
|
—
|
|
|
51.8
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
987.8
|
|
|
(65.4
|
)
|
|
922.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
139.9
|
|
|
(65.4
|
)
|
|
74.5
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
152.2
|
|
|
—
|
|
|
152.2
|
|
|||||
Administrative and general
|
—
|
|
|
—
|
|
|
94.1
|
|
|
—
|
|
|
94.1
|
|
|||||
Other operating costs and expenses
|
0.2
|
|
|
—
|
|
|
312.0
|
|
|
—
|
|
|
312.2
|
|
|||||
Total operating costs and expenses
|
0.2
|
|
|
—
|
|
|
698.2
|
|
|
(65.4
|
)
|
|
633.0
|
|
|||||
Operating (loss) income
|
(0.2
|
)
|
|
—
|
|
|
289.6
|
|
|
—
|
|
|
289.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
—
|
|
|
77.9
|
|
|
56.3
|
|
|
—
|
|
|
134.2
|
|
|||||
Interest (income) expense - affiliates, net
|
(21.2
|
)
|
|
28.3
|
|
|
(7.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||
Equity in earnings of subsidiaries
|
(135.4
|
)
|
|
(241.6
|
)
|
|
—
|
|
|
377.0
|
|
|
—
|
|
|||||
Miscellaneous other income, net
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
|||||
Total other (income) deductions
|
(156.6
|
)
|
|
(135.4
|
)
|
|
47.6
|
|
|
377.0
|
|
|
132.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
156.4
|
|
|
135.4
|
|
|
242.0
|
|
|
(377.0
|
)
|
|
156.8
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
Net income (loss)
|
$
|
156.4
|
|
|
$
|
135.4
|
|
|
$
|
241.6
|
|
|
$
|
(377.0
|
)
|
|
$
|
156.4
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Transportation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
856.9
|
|
|
$
|
(68.0
|
)
|
|
$
|
788.9
|
|
Parking and lending
|
—
|
|
|
—
|
|
|
21.4
|
|
|
—
|
|
|
21.4
|
|
|||||
Storage
|
—
|
|
|
—
|
|
|
70.6
|
|
|
(0.5
|
)
|
|
70.1
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
48.8
|
|
|
—
|
|
|
48.8
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
997.7
|
|
|
(68.5
|
)
|
|
929.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fuel and transportation
|
—
|
|
|
—
|
|
|
163.3
|
|
|
(68.5
|
)
|
|
94.8
|
|
|||||
Operation and maintenance
|
—
|
|
|
—
|
|
|
136.9
|
|
|
—
|
|
|
136.9
|
|
|||||
Administrative and general
|
0.1
|
|
|
—
|
|
|
89.0
|
|
|
—
|
|
|
89.1
|
|
|||||
Other operating costs and expenses
|
0.3
|
|
|
—
|
|
|
290.5
|
|
|
—
|
|
|
290.8
|
|
|||||
Total operating costs and expenses
|
0.4
|
|
|
—
|
|
|
679.7
|
|
|
(68.5
|
)
|
|
611.6
|
|
|||||
Operating (loss) income
|
(0.4
|
)
|
|
—
|
|
|
318.0
|
|
|
—
|
|
|
317.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Deductions (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
—
|
|
|
56.1
|
|
|
65.0
|
|
|
—
|
|
|
121.1
|
|
|||||
Interest (income) expense - affiliates, net
|
(23.2
|
)
|
|
31.0
|
|
|
(7.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Equity in earnings of subsidiaries
|
(174.0
|
)
|
|
(261.1
|
)
|
|
—
|
|
|
435.1
|
|
|
—
|
|
|||||
Equity losses in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
86.9
|
|
|
—
|
|
|
86.9
|
|
|||||
Miscellaneous other income, net
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||
Total other (income) deductions
|
(197.2
|
)
|
|
(174.0
|
)
|
|
143.4
|
|
|
435.1
|
|
|
207.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
196.8
|
|
|
174.0
|
|
|
174.6
|
|
|
(435.1
|
)
|
|
110.3
|
|
|||||
Income taxes
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||
Net income (loss)
|
196.8
|
|
|
174.0
|
|
|
174.2
|
|
|
(435.1
|
)
|
|
109.9
|
|
|||||
Net loss attributable to noncontrolling
interests
|
—
|
|
|
—
|
|
|
(86.9
|
)
|
|
—
|
|
|
(86.9
|
)
|
|||||
Net income (loss) attributable to controlling
interests
|
$
|
196.8
|
|
|
$
|
174.0
|
|
|
$
|
261.1
|
|
|
$
|
(435.1
|
)
|
|
$
|
196.8
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net income (loss)
|
$
|
38.3
|
|
|
$
|
31.2
|
|
|
$
|
67.0
|
|
|
$
|
(98.2
|
)
|
|
$
|
38.3
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reclassification adjustment transferred
to Net Income from cash flow hedges
|
0.6
|
|
|
0.6
|
|
|
0.2
|
|
|
(0.8
|
)
|
|
0.6
|
|
|||||
Pension and other postretirement
benefit costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Comprehensive Income (Loss)
|
$
|
38.9
|
|
|
$
|
31.8
|
|
|
$
|
67.2
|
|
|
$
|
(99.0
|
)
|
|
$
|
38.9
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net income (loss)
|
$
|
29.2
|
|
|
$
|
21.8
|
|
|
$
|
50.3
|
|
|
$
|
(72.9
|
)
|
|
$
|
28.4
|
|
Other comprehensive income (loss) :
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gain (loss) on cash flow hedges
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
(0.4
|
)
|
|
0.2
|
|
|||||
Reclassification adjustment transferred
to Net Income from cash flow hedges
|
0.5
|
|
|
0.5
|
|
|
0.1
|
|
|
(0.6
|
)
|
|
0.5
|
|
|||||
Pension and other postretirement
benefit costs
|
(2.0
|
)
|
|
(2.0
|
)
|
|
(2.0
|
)
|
|
4.0
|
|
|
(2.0
|
)
|
|||||
Total Comprehensive Income (Loss)
|
27.9
|
|
|
20.5
|
|
|
48.6
|
|
|
(69.9
|
)
|
|
27.1
|
|
|||||
Comprehensive loss attributable to
noncontrolling interests
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||
Comprehensive income (loss) attributable to
controlling interests
|
$
|
27.9
|
|
|
$
|
20.5
|
|
|
$
|
49.4
|
|
|
$
|
(69.9
|
)
|
|
$
|
27.9
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net income (loss)
|
$
|
156.4
|
|
|
$
|
135.4
|
|
|
$
|
241.6
|
|
|
$
|
(377.0
|
)
|
|
$
|
156.4
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reclassification adjustment transferred
to Net Income from cash flow hedges
|
1.8
|
|
|
1.8
|
|
|
0.6
|
|
|
(2.4
|
)
|
|
1.8
|
|
|||||
Pension and other postretirement
benefit costs
|
(4.3
|
)
|
|
(4.3
|
)
|
|
(4.3
|
)
|
|
8.6
|
|
|
(4.3
|
)
|
|||||
Total Comprehensive Income (Loss)
|
$
|
153.9
|
|
|
$
|
132.9
|
|
|
$
|
237.9
|
|
|
$
|
(370.8
|
)
|
|
$
|
153.9
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net income (loss)
|
$
|
196.8
|
|
|
$
|
174.0
|
|
|
$
|
174.2
|
|
|
$
|
(435.1
|
)
|
|
$
|
109.9
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
(Loss) gain on cash flow hedges
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|
1.4
|
|
|
(0.7
|
)
|
|||||
Reclassification adjustment transferred
to Net Income from cash flow hedges
|
2.1
|
|
|
2.1
|
|
|
0.8
|
|
|
(2.9
|
)
|
|
2.1
|
|
|||||
Pension and other postretirement
benefit costs
|
(5.9
|
)
|
|
(5.9
|
)
|
|
(5.9
|
)
|
|
11.8
|
|
|
(5.9
|
)
|
|||||
Total Comprehensive Income (Loss)
|
192.3
|
|
|
169.5
|
|
|
168.4
|
|
|
(424.8
|
)
|
|
105.4
|
|
|||||
Comprehensive loss attributable to
noncontrolling interests
|
—
|
|
|
—
|
|
|
(86.9
|
)
|
|
—
|
|
|
(86.9
|
)
|
|||||
Comprehensive income (loss) attributable to
controlling interests
|
$
|
192.3
|
|
|
$
|
169.5
|
|
|
$
|
255.3
|
|
|
$
|
(424.8
|
)
|
|
$
|
192.3
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net cash provided by (used in)
operating activities
|
$
|
20.4
|
|
|
$
|
(99.5
|
)
|
|
$
|
509.3
|
|
|
$
|
—
|
|
|
$
|
430.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(241.1
|
)
|
|
—
|
|
|
(241.1
|
)
|
|||||
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||
Proceeds from other recoveries
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|||||
Advances to affiliates, net
|
(60.9
|
)
|
|
(276.5
|
)
|
|
(71.4
|
)
|
|
408.8
|
|
|
—
|
|
|||||
Net cash (used in) provided by
investing activities
|
(60.9
|
)
|
|
(276.5
|
)
|
|
(306.0
|
)
|
|
408.8
|
|
|
(234.6
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from long-term debt
|
—
|
|
|
247.1
|
|
|
—
|
|
|
—
|
|
|
247.1
|
|
|||||
Repayment of borrowings from long-term
debt and term loan
|
—
|
|
|
—
|
|
|
(725.0
|
)
|
|
—
|
|
|
(725.0
|
)
|
|||||
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
980.0
|
|
|
—
|
|
|
980.0
|
|
|||||
Repayment of borrowings on revolving
credit agreement, including financing
fees
|
—
|
|
|
(3.6
|
)
|
|
(735.0
|
)
|
|
—
|
|
|
(738.6
|
)
|
|||||
Principal payment of capital lease
obligation
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||
Advances from affiliates, net
|
0.6
|
|
|
132.3
|
|
|
276.5
|
|
|
(408.8
|
)
|
|
0.6
|
|
|||||
Distributions paid
|
(76.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76.0
|
)
|
|||||
Proceeds from sale of common units
|
113.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113.1
|
|
|||||
Capital contributions from general
partner
|
2.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|||||
Net cash provided by (used in)
financing activities
|
40.0
|
|
|
375.8
|
|
|
(203.8
|
)
|
|
(408.8
|
)
|
|
(196.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Decrease in cash and cash
equivalents
|
(0.5
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||||
Cash and cash equivalents at
beginning of period
|
0.5
|
|
|
1.8
|
|
|
4.3
|
|
|
—
|
|
|
6.6
|
|
|||||
Cash and cash equivalents at
end of period
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
5.4
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated Boardwalk Pipeline Partners, LP
|
||||||||||
Net cash provided by (used in)
operating activities
|
$
|
22.8
|
|
|
$
|
(89.9
|
)
|
|
$
|
479.6
|
|
|
$
|
—
|
|
|
$
|
412.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(315.9
|
)
|
|
—
|
|
|
(315.9
|
)
|
|||||
Proceeds from sale of operating assets
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
|||||
Proceeds from other recoveries
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
6.3
|
|
|||||
Advances to affiliates, net
|
80.8
|
|
|
(34.9
|
)
|
|
(197.0
|
)
|
|
151.2
|
|
|
0.1
|
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(20.5
|
)
|
|
—
|
|
|
(20.5
|
)
|
|||||
Distributions from unconsolidated
affiliates
|
—
|
|
|
—
|
|
|
10.7
|
|
|
—
|
|
|
10.7
|
|
|||||
Acquisition-related deposit
|
(29.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.5
|
)
|
|||||
Net cash provided by (used in)
investing activities
|
51.3
|
|
|
(34.9
|
)
|
|
(513.5
|
)
|
|
151.2
|
|
|
(345.9
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repayment of borrowings from long-term
debt and term loan
|
—
|
|
|
—
|
|
|
(25.0
|
)
|
|
—
|
|
|
(25.0
|
)
|
|||||
Proceeds from borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
340.0
|
|
|
—
|
|
|
340.0
|
|
|||||
Repayment of borrowings on revolving
credit agreement
|
—
|
|
|
—
|
|
|
(330.0
|
)
|
|
—
|
|
|
(330.0
|
)
|
|||||
Principal payment of capital lease
obligation
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||
Advances from affiliates, net
|
0.1
|
|
|
116.3
|
|
|
34.9
|
|
|
(151.2
|
)
|
|
0.1
|
|
|||||
Distributions paid
|
(74.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74.4
|
)
|
|||||
Capital contributions from
noncontrolling interests
|
—
|
|
|
—
|
|
|
8.2
|
|
|
—
|
|
|
8.2
|
|
|||||
Distributions paid to noncontrolling
interests
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
(7.5
|
)
|
|||||
Net cash (used in) provided by
financing activities
|
(74.3
|
)
|
|
116.3
|
|
|
20.3
|
|
|
(151.2
|
)
|
|
(88.9
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Decrease in cash and cash
equivalents
|
(0.2
|
)
|
|
(8.5
|
)
|
|
(13.6
|
)
|
|
—
|
|
|
(22.3
|
)
|
|||||
Cash and cash equivalents at
beginning of period
|
0.2
|
|
|
9.2
|
|
|
19.1
|
|
|
—
|
|
|
28.5
|
|
|||||
Cash and cash equivalents at
end of period
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
6.2
|
|
|
Estimated Total Cost
(1)
|
|
Cash Invested Through
September 30, 2015
|
||||
Ohio to Louisiana Access
|
$
|
115.0
|
|
|
$
|
35.3
|
|
Southern Indiana Lateral
|
75.0
|
|
|
5.0
|
|
||
Western Kentucky Market Lateral
|
80.0
|
|
|
3.6
|
|
||
Power Plant in South Texas
|
80.0
|
|
|
11.0
|
|
||
Sulphur Storage and Pipeline Expansion
|
145.0
|
|
|
20.0
|
|
||
Northern Supply Access
|
310.0
|
|
|
15.5
|
|
||
Coastal Bend Header
|
720.0
|
|
|
21.4
|
|
||
Brine Development Project
|
45.0
|
|
|
2.5
|
|
(1)
|
Our cost estimates are based on internally developed financial models and time-lines. Factors in the estimates include, but are not limited to, those related to pipe costs based on mileage, size and type of pipe, materials and construction and engineering costs.
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
Principal payments on long-term debt
(1)
|
$
|
3,465.0
|
|
|
$
|
—
|
|
|
$
|
1,010.0
|
|
|
$
|
715.0
|
|
|
$
|
1,740.0
|
|
Interest on long-term debt
(2)
|
829.2
|
|
|
157.1
|
|
|
250.6
|
|
|
177.9
|
|
|
243.6
|
|
|||||
Capital commitments
(3)
|
191.4
|
|
|
191.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
4,485.6
|
|
|
$
|
348.5
|
|
|
$
|
1,260.6
|
|
|
$
|
892.9
|
|
|
$
|
1,983.6
|
|
(1)
|
Includes our senior unsecured notes, having maturity dates from 2016 to 2027, and
$365.0 million
of loans outstanding under our revolving credit facility, having a maturity date of May 26, 2020. Refer to Note 7 in Part I, Item 1 for further information.
|
(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
1.44%
weighted-average interest rate and an unused commitment fee of 0.21% as of
September 30, 2015
, $7.6 million, $15.3 million and $12.7 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
September 30, 2015
.
|
•
|
our recently announced growth projects are supported by foundation shippers, many of which are major integrated oil companies. The recent decrease in oil and natural gas prices could impact the foundation shippers ability to obtain credit support in the future and cause our counterparty credit risk to increase;
|
•
|
we may not complete projects, including growth projects, that we have commenced or will commence, or we may complete projects on materially different terms, cost or timing than anticipated and we may not be able to achieve the intended economic or operational benefits of any such projects, if completed;
|
•
|
the successful negotiation, consummation and completion of contemplated transactions, projects and agreements, including obtaining all necessary regulatory and customer approvals and land owner opposition, or the timing, cost, scope, financial performance and execution of our recent, current and future acquisitions and growth projects;
|
•
|
our ability to maintain or replace expiring gas transportation and storage contracts, to contract and physically make our systems bi-directional, and to sell short-term capacity on our pipelines;
|
•
|
the costs of maintaining and ensuring the integrity and reliability of our pipeline systems, the need to remove pipeline and other assets from service as a result of such activities, and the timing and financial impacts of returning any such assets, including the Evangeline pipeline, to service;
|
•
|
our ability to access the banking and capital markets on acceptable terms to refinance our outstanding indebtedness and to fund our capital and growth needs, including through the issuance of our common units;
|
•
|
the impact to our business of our continuing to make distribution on our common units to our unitholders at our current distribution rate;
|
•
|
the ability of our customers to pay for our services, including the ability of any foundation shippers on our growth projects to provide required credit support or otherwise comply with the terms of precedent agreements;
|
•
|
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's rate-making policies and decisions on the services we offer, the rates we are proposing to charge or are charging and our ability to recover the full cost of operating our pipeline, including earning a reasonable return on equity;
|
•
|
the impact of changes to laws and regulations, such as the proposed greenhouse gas and methane 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, especially in light of the recently depressed price levels of oil and natural gas prices which can influence the associated production of these commodities;
|
•
|
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;
|
•
|
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 additional risks and uncertainties as described in Part I, Item 1A,
Risk Factors
of our
2014
Annual Report on Form 10-K and as described below in Part II, Item 1A,
Risk Factors
.
|
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).
|
10.1
|
|
Form of Phantom Unit Grant Agreement under Boardwalk Pipeline Partners Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current report on Form 8-K filed on February 9, 2015).
|
10.2
|
|
Third Amended and Restated Revolving Credit Agreement, dated as of May 26, 2015, among Boardwalk Pipelines, LP, Texas Gas Transmission, LLC, Gulf South Pipeline Company, LP and Gulf Crossing Pipeline Company LLC, as borrowers, Boardwalk Pipeline Partners, LP, as guarantor, the several lenders and issuers party thereto, Wells Fargo Bank, N.A., as administrative agent, Citibank, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, and Bank of China, New York Branch, Barclays Bank PLC, Deutsche Bank Securities Inc., Mizuho Bank, Ltd., MUFG Union Bank, N.A., and Royal Bank of Canada, as co-documentation agents, and Wells Fargo Securities, LLC, Citigroup Global Markets, Inc., J.P. Morgan Securities LLC, Bank of China, New York Branch, Barclays Bank PLC, Deutsche Bank Securities Inc., Mizuho Bank, Ltd., MUFG Union Bank, N.A., and RBC Capital Markets, as joint lead arrangers and joint bookrunners.
|
*10.3
|
|
Amendment No. 1 to Subordinated Loan Agreement dated as of October 30, 2015, between Boardwalk Pipelines, LP, as Borrower, and Boardwalk Pipelines Holding Corp., as Lender.
|
*31.1
|
|
Certification of Stanley C. Horton, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a).
|
*31.2
|
|
Certification of Jamie L. Buskill, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a).
|
**32.1
|
|
Certification of Stanley C. Horton, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
**32.2
|
|
Certification of Jamie L. Buskill, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*101.INS
|
|
XBRL Instance Document
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
*101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
*101.DEF
|
|
XBRL Taxonomy Extension Definitions Document
|
*101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
*101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
* Filed herewith
|
||
** Furnished herewith
|
|
Boardwalk Pipeline Partners, LP
|
|
|
By: Boardwalk GP, LP
its general partner
|
|
|
By: Boardwalk GP, LLC
its general partner
|
|
November 3, 2015
|
By:
|
/s/ Jamie L. Buskill
|
|
|
Jamie L. Buskill
Senior Vice President, Chief Financial and Administrative Officer and Treasurer
|
|
BOARDWALK PIPELINES, LP,
as Borrower
|
|
|
|
By: BOARDWALK OPERATING GP, LLC,
its general partner
By: BOARDWALK PIPELINE PARTNERS, LP,
its managing member
By: BOARDWALK GP, LP,
its general partner
By: BOARDWALK GP, LLC,
its general partner
|
|
By:
|
____________________________________
|
|
|
Name:
|
|
|
Title:
|
|
BOARDWALK PIPELINES HOLDING CORP.,
as Lender
|
|
|
By:
|
____________________________________
|
|
|
Name:
|
|
|
Title:
|
1)
|
I have reviewed this Quarterly Report on Form 10-Q of Boardwalk Pipeline Partners, LP;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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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.
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Dated:
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November 3, 2015
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/s/ Stanley C. Horton
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Stanley C. Horton
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President, Chief Executive Officer and Director
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1)
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I have reviewed this Quarterly Report on Form 10-Q of Boardwalk Pipeline Partners, LP;
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2)
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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;
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3)
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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;
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4)
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5)
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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):
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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
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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.
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Dated:
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November 3, 2015
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/s/ Jamie L. Buskill
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Jamie L. Buskill
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Senior Vice President, Chief Financial and Administrative Officer and Treasurer
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