Boardwalk Pipeline Partners, LP - FORM 10-Q

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - Boardwalk Pipeline Partners, LP	bwp15q310qex322.htm
EX-31.1 - EXHIBIT 31.1 - Boardwalk Pipeline Partners, LP	bwp15q310qex311.htm
EX-31.2 - EXHIBIT 31.2 - Boardwalk Pipeline Partners, LP	bwp15q310qex312.htm
EX-32.1 - EXHIBIT 32.1 - Boardwalk Pipeline Partners, LP	bwp15q310qex321.htm
EX-10.3 - EXHIBIT 10.3 - Boardwalk Pipeline Partners, LP	bwp15q310qex103.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2015

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

For the transition period from _______________ to _______________



Commission file number: 01-32665

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

DELAWARE
(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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

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

Large accelerated filer ý Accelerated filer o Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No ý

As of November 3, 2015, the registrant had 250,296,782 common units outstanding.

TABLE OF CONTENTS

FORM 10-Q

September 30, 2015

BOARDWALK PIPELINE PARTNERS, LP



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Income	5
Condensed Consolidated Statements of Comprehensive Income	6
Condensed Consolidated Statements of Cash Flows	7
Condensed Consolidated Statements of Changes in Equity	8
Notes to Condensed Consolidated Financial Statements	9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3. Quantitative and Qualitative Disclosures About Market Risk	39

Item 4. Controls and Procedures	39

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	40

Item 1A. Risk Factors	40

Item 5. Other Information	40

Item 6. Exhibits	40

Signatures	42

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Millions)

(Unaudited)



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

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

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Millions)

(Unaudited)



LIABILITIES AND PARTNERS' CAPITAL	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

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

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Millions, except per unit amounts)

(Unaudited)



	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

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

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Millions)

(Unaudited)



	For the Three Months Ended 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

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

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Millions)

(Unaudited)



	For the 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

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

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Millions)

(Unaudited)



	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

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

BOARDWALK PIPELINE PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Basis of Presentation

Boardwalk Pipeline Partners, LP (the Partnership) is a Delaware limited partnership formed in 2005 to own and operate the business conducted by its primary subsidiary Boardwalk Pipelines, LP (Boardwalk Pipelines) and its operating subsidiaries and consists of integrated natural gas and natural gas liquids (NGLs) pipeline and storage systems and natural gas gathering and processing.

As of November 3, 2015, Boardwalk Pipelines Holding Corp. (BPHC), a wholly-owned subsidiary of Loews Corporation (Loews), owned 125.6 million of the Partnership’s common units, and, through Boardwalk GP, LP (Boardwalk GP), an indirect wholly-owned subsidiary of BPHC, holds the 2% general partner interest and all of the incentive distribution rights (IDRs). As of November 3, 2015, the common units and general partner interest owned by BPHC represent approximately 51% of the Partnership’s equity interests, excluding the IDRs. The Partnership’s common units are traded under the symbol “BWP” on the New York Stock Exchange (NYSE).

The accompanying unaudited condensed consolidated financial statements of the Partnership were prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of September 30, 2015, and December 31, 2014, and the results of operations and comprehensive income for the three and nine months ended September 30, 2015 and 2014, and changes in cash flows and changes in equity for the nine months ended September 30, 2015 and 2014. Reference is made to the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2014 (2014 Annual Report on Form 10-K), which should be read in conjunction with these unaudited condensed consolidated financial statements. The accounting policies described in Note 2 to the Consolidated Financial Statements included in such 2014 Annual Report on Form 10-K are the same used in preparing the accompanying unaudited condensed consolidated financial statements. Net income for interim periods may not necessarily be indicative of results for the full year.

Note 2: Gas and Liquids Stored Underground and Gas and NGLs Receivables and Payables

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

Subsidiaries of the Partnership also periodically lend gas to customers under PAL and no-notice services. As of September 30, 2015, the amount of gas owed to the subsidiaries of the Partnership due to gas imbalances and gas loaned under PAL and no-notice services was approximately 5.9 trillion British thermal units (TBtu). Assuming an average market price during September 2015 of $2.53 per million British thermal unit, the market value of that gas was approximately $14.9 million. As of September 30, 2015, the amount of NGLs owed to the operating subsidiaries due to imbalances was 0.1 million barrels (MMBbls), which had a market value of approximately $2.0 million. As of December 31, 2014, the amount of gas owed to the subsidiaries of the Partnership due to gas imbalances and gas loaned under PAL and no-notice services was approximately 10.0 TBtu. As of December 31, 2014, the amount of NGLs owed to the operating subsidiaries due to imbalances was less than 0.1 MMBbls. If any significant customer should have credit or financial problems resulting in a delay or failure to repay the gas owed to the operating subsidiaries, it could have a material adverse effect on the Partnership’s financial condition, results of operations or cash flows.

Note 3: Fair Value Measurements and Other Comprehensive Income (OCI)

As discussed in Note 3 to the Partnership’s 2014 Annual Report on Form 10-K, the Partnership and the Williams Companies, Inc. formed joint ventures for the development of the Bluegrass project, a project between the Partnership, BPHC and The Williams Companies, Inc. (Bluegrass Project). In 2014, the assets related to the joint ventures were determined to be impaired and were measured at fair value on a non-recurring basis. As a result, in the first quarter 2014, the Bluegrass Project entities, which were dissolved in December 2014, expensed the previously capitalized project costs, resulting in a $92.9 million charge which was reflected in Equity losses in unconsolidated affiliates and Asset impairment on the income statement. Net of noncontrolling interests of $82.9 million, these expenses reduced the Partnership's Net income attributable to controlling interests by $10.0 million.

OCI

The Partnership had no outstanding derivatives at September 30, 2015, and December 31, 2014, but had $9.0 million and $10.8 million of Accumulated other comprehensive loss (AOCI) related to cash flow hedges as of September 30, 2015, and December 31, 2014, which relate to previously settled treasury rate locks that are being amortized to earnings over the terms of the related interest payments, generally the terms of the related debt. The Partnership estimates that approximately $2.4 million of net losses from cash flow hedges reported in AOCI as of September 30, 2015, are expected to be reclassified into earnings within the next twelve months. The following table shows the components and reclassifications to net income of AOCI which is included in Partners' Capital on the Condensed Consolidated Balance Sheets for the three months ended September 30, 2015 (in millions):



	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	)

The following table shows the components and reclassifications to net income of AOCI which is included in Partners' Capital on the Condensed Consolidated Balance Sheets for the three months ended September 30, 2014 (in millions):



	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	)

The following table shows the components and reclassifications to net income of AOCI which is included in Partners' Capital on the Condensed Consolidated Balance Sheets for the nine months ended September 30, 2015 (in millions):



	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	)

The following table shows the components and reclassifications to net income of AOCI which is included in Partners' Capital on the Condensed Consolidated Balance Sheets for the nine months ended September 30, 2014 (in millions):



	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	)

Financial Assets and Liabilities

The following methods and assumptions were used in estimating the fair value amounts included in the disclosures for financial assets and liabilities, which are consistent with those disclosed in the 2014 Annual Report on Form 10-K:

Cash and Cash Equivalents: For cash and short-term financial assets, the carrying amount is a reasonable estimate of fair value due to the short maturity of those instruments.

Long-Term Debt: The estimated fair value of the Partnership's publicly traded debt is based on quoted market prices at September 30, 2015, and December 31, 2014. The fair market value of the debt that is not publicly traded is based on market prices of similar debt at September 30, 2015, and December 31, 2014. The carrying amount of the Partnership's variable-rate debt approximates fair value because the instruments bear a floating market-based interest rate.

The carrying amount and estimated fair values of the Partnership's financial assets and liabilities which are not recorded at fair value on the Condensed Consolidated Balance Sheets as of September 30, 2015, and December 31, 2014, were as follows (in millions):



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

(1) The carrying amount of long-term debt excludes a $9.3 million capital lease obligation.



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

(1) The carrying amount of long-term debt excludes a $9.6 million capital lease obligation.

Note 4: Property, Plant and Equipment

Asset Impairment Charges

The Partnership recognized asset impairment charges of $8.6 million for the nine months ended September 30, 2014, related to an increase in the estimate of asset retirement obligations related to retired assets and the terminated Bluegrass Project.

Note 5: Commitments and Contingencies

Legal Proceedings and Settlements

The Partnership's subsidiaries are parties to various legal actions arising in the normal course of business. Management believes the disposition of these outstanding legal actions will not have a material impact on the Partnership's financial condition, results of operations or cash flows.

Southeast Louisiana Flood Protection Litigation

The Partnership and its subsidiary, Gulf South Pipeline Company, LP (Gulf South), along with approximately 100 other energy companies operating in Southern Louisiana, have been named as defendants in a petition for damages and injunctive relief in state district court for Orleans Parish, Louisiana (Case No. 13-6911) by the Board of Commissioners of the Southeast Louisiana Flood Protection Authority - East (Flood Protection Authority). The case was filed in state court, but was removed to the United States District Court for the Eastern District of New Orleans (Court) in August 2013. The lawsuit claims include negligence, strict liability, public nuisance, private nuisance, breach of contract, and breach of the natural servitude of drain against the defendants, alleging that the defendants’ drilling, dredging, pipeline and industrial operations since the 1930s have caused increased storm surge risk, increased flood protection costs and unspecified damages to the Flood Protection Authority. In addition to attorney fees and unspecified monetary damages, the lawsuit seeks abatement and restoration of the coastal lands, including backfilling and revegetating of canals dredged and used by the defendants, and abatement and restoration activities such as wetlands creation, reef creation, land bridge construction, hydrologic restoration, shoreline protection, structural protection, bank stabilization, and ridge restoration. On February 13, 2015, the Court dismissed the case with prejudice. The Flood Protection Authority has appealed the dismissal of the case to the U.S. Court of Appeals for the Fifth Circuit.

In February 2015, Gulf South, along with other energy companies, was named as a defendant in a petition for damages and injunctive relief filed by Joseph Bernstein (Case No. 744-226) and the Defelice Land Company, L.L.C. (Case No. 61-926). These cases are similar in nature to the Flood Protection Authority case discussed above. Both cases were originally filed in Louisiana state court and were moved to federal court. In the second quarter 2015, the cases were remanded to Louisiana state court.

Regulatory Matters

In October 2014, Gulf South filed a rate case with the Federal Energy Regulatory Commission (FERC) pursuant to Section 4 of the Natural Gas Act (Docket No. RP15-65), requesting, among other things, a reconfiguration of the transportation rate zones on its system and, in general, an increase in its maximum tariff rates. On May 1, 2015, Gulf South moved the filed tariff rates into effect, subject to refund.

In September 2015, an uncontested settlement was reached with Gulf South’s customers and filed with the FERC. The settlement provides for, among other things, (a) a system-wide rate design across the majority of the pipeline system; (b) a fuel tracker for determining future fuel rates; (c) a moratorium which prevents Gulf South or its customers from modifying the settlement rates until May 1, 2023, with certain exceptions; and (d) an extension of all no-notice service contracts to the end of the moratorium period at maximum rates, subject to each customer’s right to reduce capacity under those agreements from current levels by up to 6% on April 1, 2016 and by up to another 6% of their remaining contract capacity by April 1, 2020.

The settled rates were moved into effect on an interim basis on November 1, 2015, pending FERC approval of the settlement, which the Partnership expects to become final and effective in the second quarter 2016. Any required refunds would be paid to customers within 60 days of final FERC approval. For the three and nine months ended September 30, 2015, the Partnership recognized $5.7 million and $11.4 million of additional operating revenues as a result of the rate case.

Insurance Proceeds

For the three and nine months ended September 30, 2015, the Partnership received $2.5 million and $8.8 million in insurance proceeds from a business interruption claim related to Boardwalk Louisiana Midstream, LLC, which was recorded in Transportation revenues. The Partnership received $1.2 million related to this claim in August 2014. No additional amounts are expected to be received.

Environmental and Safety Matters

The operating subsidiaries are subject to federal, state and local environmental laws and regulations in connection with the operation and remediation of various operating sites. As of September 30, 2015, and December 31, 2014, the Partnership had an accrued liability of approximately $5.0 million and $6.1 million related to assessment and/or remediation costs associated with the historical use of polychlorinated biphenyls, petroleum hydrocarbons and mercury, groundwater protection measures and other costs. The liability represents management’s estimate of the undiscounted future obligations based on evaluations and discussions with counsel and operating personnel and the current facts and circumstances related to these matters. The related expenditures are expected to occur over the next seven years. As of September 30, 2015, and December 31, 2014, $1.6 million and $1.5 million were recorded in Other current liabilities and $3.4 million and $4.6 million were recorded in Other Liabilities and Deferred Credits.

Commitments for Construction

The Partnership’s future capital commitments are comprised of binding commitments under purchase orders for materials ordered but not received and firm commitments under binding construction service agreements. The commitments as of September 30, 2015, were approximately $191.4 million, all of which are expected to be settled within the next twelve months.

There were no substantial changes to the Partnership’s operating lease commitments, pipeline capacity agreements or capital lease obligation disclosed in Note 5 to the Partnership’s 2014 Annual Report on Form 10-K.

Note 6: Cash Distributions and Net Income per Unit

Cash Distributions

In the third quarters 2015 and 2014, the Partnership declared and paid quarterly distributions to its common unitholders of record of $0.10 per common unit and an amount to the general partner on behalf of its 2% general partner interest. In October 2015, the Partnership declared a quarterly cash distribution to unitholders of record of $0.10 per common unit.

Net Income per Unit

For purposes of calculating net income per unit, net income for the current period is reduced by the amount of available cash that will be distributed with respect to that period. Payments made on account of the Partnership’s various ownership interests are determined in relation to actual declared distributions, and are not based on the assumed allocations required under GAAP. Any residual amount representing undistributed net income is assumed to be allocated to the various ownership interests in accordance with the contractual provisions of the partnership agreement on a pro rata basis. Net income per unit is calculated based on the weighted-average number of units outstanding for the period.

The following table provides a reconciliation of net income and the assumed allocation of net income to the common units for purposes of computing net income per unit for the three months ended September 30, 2015, (in millions, except per unit data):



	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

The following table provides a reconciliation of net income and the assumed allocation of net income to the common units for purposes of computing net income per unit for the nine months ended September 30, 2015, (in millions, except per unit data):



	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

Note 7: Financing

Notes and Debentures

As of September 30, 2015, and December 31, 2014, the Partnership had notes and debentures outstanding of $3.1 billion and $3.4 billion with a weighted-average interest rate of 5.32% and 5.31%.

Issuance of Notes

In March 2015, the Partnership completed an additional issuance of its 4.95% senior notes due 2024 (Boardwalk Pipelines 2024 Notes), of which $350.0 million were originally issued in November 2014 (in millions, except interest rates):

Date of

Issuance

Issuing Subsidiary

Amount of

Issuance

Purchaser

Discounts

and

Expenses

Net

Proceeds

Interest

Rate

Maturity Date

Interest Payable

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.

The indentures governing the notes and debentures have restrictive covenants which provide that, with certain exceptions, neither the Partnership nor any of its subsidiaries may create, assume or suffer to exist any lien upon any property to secure any indebtedness unless the debentures and notes shall be equally and ratably secured. All debt obligations are unsecured. At September 30, 2015, the Partnership and its subsidiaries were in compliance with their debt covenants.

Redemption of Notes

In 2015, the outstanding $275.0 million aggregate principal amount of Gulf South's 5.05% notes due 2015 and the Texas Gas 2015 Notes were retired at maturity with the proceeds received from the issuance of Boardwalk Pipelines 2024 Notes.

Revolving Credit Facility

In May 2015, the Partnership entered into a Third Amended and Restated Revolving Credit Agreement (Amended Credit Agreement or credit facility) with Wells Fargo Bank, N.A., as administrative agent, having aggregate lending commitments of $1.5 billion, a maturity date of May 26, 2020, and including Boardwalk Pipelines, Texas Gas, Gulf South and Gulf Crossing Pipeline Company LLC as borrowers. Interest is determined, at the Partnership’s election, by reference to (a) the base rate which is the highest of (1) the prime rate, (2) the federal funds rate plus 0.50%, and (3) the one month Eurodollar Rate plus 1.00%, plus an applicable margin, or (b) the London Interbank Offered Rate (LIBOR) plus an applicable margin. The applicable margin ranges from 0.00% to 0.75% for loans bearing interest based on the base rate and ranges from 1.00% to 1.75% for loans bearing interest based on the LIBOR Rate, in each case determined based on the individual Borrower’s credit rating from time to time. The Amended Credit Agreement also provides for a quarterly commitment fee charged on the average daily unused amount of the revolving credit facility ranging from 0.10% to 0.275% and determined based on the individual Borrower’s credit rating from time to time.

The credit facility contains various restrictive covenants and other usual and customary terms and conditions, including restrictions regarding the incurrence of additional debt, the sale of assets and sale-leaseback transactions. The financial covenants under the credit facility require the Partnership and its subsidiaries to maintain, among other things, a ratio of total consolidated debt to consolidated EBITDA (as defined in the credit agreement) measured for the previous twelve months of not more than 5.0 to 1.0, or up to 5.5 to 1.0 for the three quarters following the quarter of an acquisition. The Partnership and its subsidiaries were in compliance with all covenant requirements under the credit facility as of September 30, 2015.

Outstanding borrowings under the Partnership’s revolving credit facility as of September 30, 2015, and December 31, 2014, were $365.0 million and $120.0 million, with a weighted-average borrowing rate of 1.44% and 1.54%. As of November 2, 2015, the Partnership had $350.0 million outstanding borrowings under its credit facility, resulting in an available borrowing capacity of $1.2 billion.

Term Loan

The Partnership had a variable-rate term loan due October 1, 2017 (Term Loan). At December 31, 2014, outstanding borrowings under the Term Loan were $200.0 million, with a weighted-average borrowing interest rate of 1.91%. The Partnership repaid all outstanding borrowings and terminated all related commitments in 2015.

Subordinated Debt Agreement with Affiliate

In 2014, the Partnership entered into a Subordinated Loan Agreement with BPHC under which the Partnership could borrow up to $300.0 million (Subordinated Loan) through December 31, 2015. In October 2015, the borrowing period was extended to December 31, 2016. The Subordinated Loan bears interest at increasing rates, ranging from 5.75% to 9.75%, payable semi-annually in June and December, and matures in July 2024. The Subordinated Loan must be prepaid with the net cash proceeds from the issuance of additional equity securities by the Partnership or the incurrence of certain indebtedness by the Partnership or its subsidiaries, although BPHC may waive such prepayment. The Subordinated Loan is subordinated in right of payment to the Partnership’s obligations under its revolving credit facility pursuant to the terms of a Subordination Agreement between BPHC and Wells Fargo, N.A., as representative of the lenders under the revolving credit facility. Through the filing date of this Quarterly Report on Form 10-Q, the Partnership has not borrowed any amounts under the Subordinated Loan.

Issuance of Common Units

The Partnership has an effective registration statement on file with the SEC for the issuance of up to $500.0 million of the Partnership's common units. Under the registration statement, pursuant to an equity distribution agreement between the Partnership and certain broker-dealers, the Partnership may sell its common units from time to time through the broker-dealers as the Partnership’s sales agents. Sales of common units can be made by means of ordinary brokers’ transactions on the NYSE or as otherwise agreed by the Partnership and one or more of the broker-dealers. For the nine months ended September 30, 2015, the Partnership sold 7.0 million common units under its equity distribution agreement and received net proceeds of $115.4 million, including a $2.3 million contribution received from its general partner to maintain its 2% general partner interest. All of the common units were sold in the first half of 2015.

Note 8: Employee Benefits

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

Texas Gas employees hired prior to November 2006 are covered under a non-contributory, defined benefit pension plan (Pension Plan). The Texas Gas Supplemental Retirement Plan (SRP) provides pension benefits for the portion of an eligible employee’s pension benefit under the Pension Plan that becomes subject to compensation limitations under the Internal Revenue Code. Collectively, the Partnership refers to the Pension Plan and the SRP as Retirement Plans. Texas Gas provides postretirement medical benefits and life insurance to retired employees who were employed full time, hired prior to 1996, and met certain other requirements.

Components of net periodic benefit cost for both the Retirement Plans and PBOP for the three months ended September 30, 2015 and 2014 were as follows (in millions):



	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	)

Components of net periodic benefit cost for both the Retirement Plans and PBOP for the nine months ended September 30, 2015 and 2014 were as follows (in millions):



	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	)

The Partnership contributed $3.0 million to the Pension Plan in 2015.

Defined Contribution Plans

Texas Gas employees hired on or after November 1, 2006, and other employees of the Partnership are provided retirement benefits under a defined contribution money purchase plan. The Partnership also provides 401(k) plan benefits to its employees. Costs related to the Partnership’s defined contribution plans were $2.5 million and $2.2 million for the three months ended September 30, 2015 and 2014, and $7.1 million and $6.6 million for the nine months ended September 30, 2015 and 2014.

Note 9: Related Party Transactions

Loews provides a variety of corporate services to the Partnership under services agreements, including but not limited to, information technology, tax, risk management, internal audit and corporate development services, plus allocated overheads. The Partnership incurred charges related to these services of $2.2 million for each of the three months ended September 30, 2015 and 2014, and $6.6 million for each of the nine months ended September 30, 2015 and 2014.

Distributions paid related to limited partner units held by BPHC and the 2% general partner interest held by Boardwalk GP were $13.1 million and $13.0 million for the three months ended September 30, 2015 and 2014, and $39.2 million and $39.0 million for the nine months ended September 30, 2015 and 2014.

In 2013, the Partnership entered into agreements with BPHC to form two entities for the purpose of investing in the terminated Bluegrass Project. Through September 30, 2014, the Partnership contributed $12.7 million and BPHC contributed $97.8 million of cash and other assets to these entities and the Partnership and BPHC received a $1.9 million and $7.1 million distribution from these entities.

Note 10: Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09 (ASU 2014-09), Revenue from Contracts with Customers (Topic 606), which will require entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017, though an entity may elect to begin applying the provisions of the ASU for periods beginning after December 15, 2016. The Partnership is evaluating the impact, if any, that ASU 2014-09 will have on its financial statements.

Note 11: Supplemental Disclosure of Cash Flow Information (in millions):



	For the Nine Months Ended September 30,
	2015		2014
Cash paid during the period for:
Interest (net of amount capitalized)	$	137.5	$	127.6

Note 12: Guarantee of Securities of Subsidiaries

Boardwalk Pipelines (subsidiary issuer) has issued securities which have been fully and unconditionally guaranteed by the Partnership (parent guarantor). The Partnership's subsidiaries have no significant restrictions on their ability to pay distributions or make loans to the Partnership except as noted in the debt covenants and have no restricted assets at September 30, 2015. Note 7 contains additional information regarding the Partnership's debt and related covenants.

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

Condensed Consolidating Balance Sheets as of September 30, 2015

(Millions)



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

Condensed Consolidating Balance Sheets as of December 31, 2014

(Millions)



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

Condensed Consolidating Statements of Income for the Three Months Ended September 30, 2015

(Millions)



	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

Condensed Consolidating Statements of Income for the Three Months Ended September 30, 2014

(Millions)



	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

Condensed Consolidating Statements of Income for the Nine Months Ended September 30, 2015

(Millions)



	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

Condensed Consolidating Statements of Income for the Nine Months Ended September 30, 2014

(Millions)



	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

Condensed Consolidating Statements of Comprehensive Income for the Three Months Ended September 30, 2015

(Millions)



	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

Condensed Consolidating Statements of Comprehensive Income for the Three Months Ended September 30, 2014

(Millions)



	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

Condensed Consolidating Statements of Comprehensive Income for the Nine Months Ended September 30, 2015

(Millions)



	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

Condensed Consolidating Statements of Comprehensive Income for the Nine Months Ended September 30, 2014

(Millions)



	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

Condensed Consolidating Statements of Cash Flow for the Nine Months Ended September 30, 2015

(Millions)



	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

Condensed Consolidating Statements of Cash Flow for the Nine Months Ended September 30, 2014

(Millions)



	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

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

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our accompanying interim condensed consolidated financial statements and related notes, included elsewhere in this report and prepared in accordance with accounting principles generally accepted in the United States of America and our consolidated financial statements, related notes, Management's Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2014 (2014 Annual Report on Form 10-K).

Overview

Our transportation services consist of firm natural gas transportation, whereby the customer pays a capacity reservation charge to reserve pipeline capacity at receipt and delivery points along our pipeline systems, plus a commodity and fuel charge on the volume of natural gas actually transported, and interruptible natural gas transportation, whereby the customer pays to transport gas only when capacity is available and used. We offer firm natural gas storage services in which the customer reserves and pays for a specific amount of storage capacity, including injection and withdrawal rights, and interruptible storage and parking and lending (PAL) services where the customer receives and pays for capacity only when it is available and used. We also transport and store natural gas liquids (NGLs). Our NGLs contracts are generally fee-based and are dependent on actual volumes transported or stored, although in some cases minimum volume requirements apply. Our NGLs storage rates are market-based and contracts are typically fixed-price arrangements with escalation clauses. We are not in the business of buying and selling natural gas and NGLs other than for system management purposes, but changes in natural gas and NGLs prices may impact the volumes of natural gas or NGLs transported and stored by customers on our systems. Our operating costs and expenses typically do not vary significantly based upon the amount of products transported, with the exception of fuel consumed at our compressor stations, which is included in Fuel and transportation expenses on our Condensed Consolidated Statements of Income.

Market Conditions and Contract Renewals

Transportation rates we are able to charge customers are heavily influenced by longer-term trends in, for example, the amount and geographical location of natural gas production and demand for gas by end-users such as power plants, petrochemical facilities and liquefied natural gas (LNG) export facilities. Changes in certain longer-term trends, such as the development of gas production from the Marcellus and Utica production areas located in the Northeastern United States and changes to related pipeline infrastructure, have caused basis differentials corresponding to traditional flow patterns on our natural gas pipeline systems (generally south to north and west to east) to narrow significantly, reducing the transportation rates and adversely impacting other contract terms we can negotiate with our customers for available transportation capacity and for contracts due for renewal for our transportation services. These conditions have had, and we expect will continue to have, a material adverse effect on our revenues, earnings before interest, taxes, depreciation and amortization and distributable cash flows. Demand to transport gas from north to south has increased, driven primarily by increases in gas production from the Marcellus and Utica production areas and growing demand for natural gas in the Gulf Coast area from new and planned power plants, petrochemical facilities and LNG export facilities. This flow pattern has resulted in growth opportunities for us that require significant capital expenditures, among other things, to make parts of our system bi-directional, and in many instances, will utilize existing pipeline capacity that has been turned back to us by customers that have not renewed expiring contracts.

A substantial portion of our transportation capacity is contracted for under firm transportation agreements. However, each year a portion of our firm transportation agreements expire and need to be renewed or replaced. We have generally seen renewals of expiring transportation contracts at lower rates and for shorter terms than in the past which has materially adversely impacted our transportation revenues. Capacity not renewed and available for sale on a short-term basis has been and continues to be sold under short-term firm or interruptible contracts at rates reflective of basis spreads which generally have been lower than historical rates, or in some cases not sold at all. Rates for short-term and interruptible transportation services are influenced by the factors discussed above but can be more heavily affected by shorter-term conditions such as current and forecasted weather. For example, the unusually cold winter weather in the first half 2014 favorably impacted our short-term firm and interruptible transportation services. The weather in the first half 2015 was comparably warmer and the demand for our short-term firm and interruptible transportation services was not as strong.

The value of our storage services and PAL services (parking gas for customers and/or lending gas to customers) is affected by natural gas price differentials between time periods, such as winter to summer (time period price spreads), price volatility of natural gas and other factors. We have seen the value of our storage and PAL services adversely impacted by some of the market factors discussed above which have contributed to a narrowing of time period price spreads. In addition, there has been a general decrease in the number of marketers taking storage positions. These factors have reduced the rates we can charge and the capacity we can sell under our storage and PAL services.

Evangeline Pipeline System

In October 2014, we acquired Chevron Petrochemical Pipeline, LLC, which owns and operates the Evangeline ethylene pipeline system (Evangeline). Shortly after the acquisition, a leak was discovered on the pipeline and the Pipeline and Hazardous Materials Safety Administration (PHMSA) issued a Corrective Action Order. The pipeline was out of service for the majority of the first half 2015 while we completed remediation activities. The pipeline was returned to service in June 2015 at reduced operating pressures. In August 2015, we received approval from PHMSA to operate the pipeline up to its maximum allowable operating pressure. The total cost of the remediation was $25.5 million.

Gulf South Pipeline Company, LP (Gulf South) Rate Case

In October 2014, our Gulf South subsidiary filed a rate case with the Federal Energy Regulatory Commission (FERC) pursuant to Section 4 of the Natural Gas Act (Docket No. RP15-65), requesting, among other things, a reconfiguration of the transportation rate zones on the Gulf South system and, in general, an increase in its tariff rates for those customers whose agreements are at maximum tariff rates. On May 1, 2015, Gulf South moved the filed tariff rates into effect, subject to refund.

In September 2015, an uncontested settlement was reached with Gulf South’s customers and filed with FERC. The settlement provides for, among other things, (a) a system-wide rate design across the majority of the pipeline system; (b) a fuel tracker for determining future fuel rates; (c) a moratorium which prevents Gulf South or its customers from modifying the settlement rates until May 1, 2023, with certain exceptions; and (d) an extension of all no-notice service contracts to the end of the moratorium period at maximum rates, subject to each customer’s right to reduce capacity under those agreements from current levels by up to 6% on April 1, 2016 and by up to another 6% of their remaining contract capacity by April 1, 2020.

The settled rates were moved into effect on an interim basis on November 1, 2015, pending FERC approval of the settlement which we expect to become final and effective in the second quarter 2016. Any required refunds would be paid to customers within 60 days of final FERC approval. For the three and nine months ended September 30, 2015, we recognized $5.7 million and $11.4 million of additional operating revenues as a result of the rate case. For 2015, we expect to recognize approximately $20.0 million in net revenues as a result of the rate case. Subject to the elections made by Gulf South’s no-notice service customers on April 1, 2016 and based on current, contracted capacity, in 2016 we expect to recognize approximately $30.0 million in net revenues as a result of the rate case.

Growth Projects

In response to changes in the natural gas industry, we are currently engaged in the following growth projects, having an aggregate estimated cost of approximately $1.6 billion. These projects have lengthy planning and construction periods and, as a result, will not contribute to our earnings and cash flows until they are placed into service over the next several years. In some instances the projects remain subject to regulatory approval to commence construction. These projects are also subject to the risk that they may not be approved, completed, may be impacted by significant cost overruns or may be materially changed prior to completion as a result of future developments or circumstances that we cannot predict at this time. Additionally, certain of our growth projects require the foundation shippers to provide credit support as construction progresses.

A summary of the estimated total costs of our more significant growth projects and inception to date spending as of September 30, 2015, is as follows (in millions):



	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.

Ohio to Louisiana Access Project: Our Ohio to Louisiana Access Project would provide long-term firm natural gas transportation primarily from the Marcellus and Utica production areas to Louisiana. This project does not add additional capacity to our natural gas pipeline systems, but will allow us to make a portion of our Texas Gas Transmission, LLC (Texas Gas) system bi-directional. The project is supported by firm transportation contracts with producers and end-users, with a weighted-average contract life of approximately 13 years. We recently received FERC approval to commence construction on this project which is expected to be placed into service in the second quarter 2016.

Southern Indiana Lateral Project: Our Southern Indiana Lateral project consists of the construction of approximately 30 miles of 10-inch pipeline originating from our pipeline in Mt. Vernon, Indiana, to Henderson County, Kentucky. The project will add approximately 0.1 billion cubic feet (Bcf) per day of peak-day transmission capacity to our Texas Gas system and is supported by firm transportation contracts with a weighted-average life of approximately 19 years. This project, which is subject to FERC approval, is expected to be placed into service in the second half 2016.

Western Kentucky Market Lateral Project: Our Western Kentucky Market Lateral project consists of the construction of a pipeline lateral to provide deliveries to a proposed new power plant in Western Kentucky. The pipeline lateral will originate at our compressor station in Muhlenberg County, Kentucky, and extend eastward approximately 19 miles to the proposed plant site. The project will add approximately 0.2 Bcf per day of peak-day transmission capacity to our Texas Gas system and is supported by firm transportation contracts with a weighted-average contract life of 20 years. This project, which is subject to FERC approval, is expected to be placed into service in the second half 2016.

Power Plant Project in South Texas: In 2015, we executed a precedent agreement with a foundation shipper for a project which consists of the addition of compression facilities and modifications of our existing facilities to increase the operating capacity of certain sections of our Gulf South pipeline. The project will provide transportation services of 0.2 Bcf per day to a new power plant in South Texas and is expected to be placed into service in the second half 2016.

Sulphur Storage and Pipeline Expansion Project: We executed a long-term agreement to provide liquids transportation and storage services to support the development of a new ethane cracker plant in the Lake Charles, Louisiana area. The project will involve significant storage and infrastructure development to serve petrochemical customers near our Sulphur Hub. The project has an anticipated in-service date in the second half 2017.

Northern Supply Access Project: Our Northern Supply Access project will increase the peak-day transmission capacity on our Texas Gas system by the addition of compression facilities and other system modifications to make this portion of the system bi-directional. This project is supported by precedent agreements for 0.4 Bcf per day of peak-day transmission capacity with a weighted-average contract life of approximately 16 years. This project, which is subject to FERC approval, is expected to be placed into service in 2017. In October 2015, one of the foundation shippers which contracted for 0.1 Bcf per day of peak-day transmission capacity failed to post the required credit support on the contractually required date. We continue to work with the customer as well as explore all of our options for the capacity associated with that customer's precedent agreement, including adjusting the scope of the project to accommodate the reduced volume commitment.

Coastal Bend Header Project: We executed precedent agreements with foundation shippers to transport natural gas to serve a planned LNG liquefaction terminal in Freeport, Texas. As part of the project, we will construct an approximately 65-mile pipeline supply header with an approximate 1.4 Bcf per day of capacity to serve the terminal. Additionally, we will expand and modify our existing Gulf South pipeline facilities that will provide access to additional supply sources through various interconnects in South Texas and in the Louisiana area. This project, which is subject to FERC approval, is expected to be placed into service in 2018.

Brine Development Project: We executed agreements with a petrochemical customer in Louisiana to provide brine supply services subject to certain minimum take requirements. The first portion of the project, expected to be placed into service in the fourth quarter 2015, consists of constructing a pipeline to the customer’s facilities to supply brine over a three-year period. The second portion, expected to be placed into service in mid-2018, consists of providing brine supply services over a 15-year period through wells and associated facilities to be developed.

Results of Operations for the Three Months Ended September 30, 2015 and 2014

Our net income attributable to controlling interests for the three months ended September 30, 2015, increased $9.1 million, or 31%, to $38.3 million compared to $29.2 million for the three months ended September 30, 2014, due to the items discussed below.

Operating revenues for the three months ended September 30, 2015, increased $15.2 million, or 5%, to $294.1 million, compared to $278.9 million for the three months ended September 30, 2014. Excluding items offset in fuel and transportation expense, primarily retained fuel and the 2014 gas sales associated with our Flag City processing plant, operating revenues increased $23.2 million, or 9%. Our transportation revenues, excluding retained fuel, increased as a result of recently completed growth projects, $5.7 million of additional revenues from the Gulf South rate case and the acquisition of the Evangeline pipeline system. These increases to transportation revenues were partly offset due to the effects of the market and contract renewal conditions which are discussed above in Market Conditions and Contract Renewals.

Operating costs and expenses for the three months ended September 30, 2015, increased $3.0 million, or 1%, to $213.4 million, compared to $210.4 million for the three months ended September 30, 2014. Excluding items offset in Operating revenues discussed above, Operating costs and expenses increased $11.0 million, or 6%, when compared to the comparable period in 2014. The increase in operating expenses was driven by an increase of $7.6 million in depreciation expense from an increase in our asset base and a change in the estimated lives of certain older, low-pressure assets and an increase in maintenance expenses of $4.9 million, mostly due to timing of maintenance activities and the acquisition of Evangeline.

Total other deductions for the three months ended September 30, 2015, increased by $2.3 million, or 6%, to $42.3 million compared to $40.0 million for the 2014 period. The increase was driven primarily by a decrease in capitalized interest related to capital projects.

Results of Operations for the Nine Months Ended September 30, 2015 and 2014

Our net income attributable to controlling interests for the nine months ended September 30, 2015, decreased $40.4 million, or 21%, to $156.4 million compared to $196.8 million for the nine months ended September 30, 2014. In addition to the factors discussed below, net income for 2015 was favorably impacted by a $7.6 million increase in the receipt of proceeds related to a business interruption claim for Boardwalk Louisiana Midstream, LLC. The 2014 period was impacted by a $10.0 million impairment charge, $7.1 million of which was reflected in operating expenses, related to the terminated Bluegrass project, a project between us, Boardwalk Pipelines Holding Corp. (BPHC) and The Williams Companies, Inc. (Bluegrass Project).

Operating revenues for the nine months ended September 30, 2015, decreased $6.8 million, or 1%, to $922.4 million, compared to $929.2 million for the nine months ended September 30, 2014. Excluding the business interruption claim proceeds discussed above and items offset in fuel and transportation expense, primarily retained fuel and the 2014 gas sales associated with our Flag City processing plant, operating revenues increased $5.9 million, or 1%. The increase was driven by $36.0 million of higher transportation revenues primarily resulting from growth projects recently placed into service and includes $11.4 million of additional revenues resulting from the Gulf South rate case, partly offset by the comparably warm weather early in the year and the effects of the market conditions discussed above. Storage and PAL revenues were lower by $23.0 million primarily as a result of the effects of unfavorable market conditions on time period price spreads. Net fuel was lower by $6.1 million primarily due to lower natural gas prices.

Operating costs and expenses for the nine months ended September 30, 2015, increased $21.4 million, or 3%, to $633.0 million, compared to $611.6 million for the nine months ended September 30, 2014. Excluding items offset in Operating revenues and the 2014 items discussed above, Operating costs and expenses increased $48.8 million, or 10%, when compared to the comparable period in 2014. The increase in operating expenses was driven by an increase of $31.4 million in depreciation expense from an increase in our asset base and a change in the estimated lives of certain older, low-pressure assets, an increase in maintenance expenses of $15.3 million mostly due to the timing of maintenance activities and the acquisition of Evangeline and an increase in administrative and general expenses of $5.0 million primarily from employee-related costs.

Total other deductions for the nine months ended September 30, 2015 decreased by $74.7 million, or 36%, to $132.6 million compared to $207.3 million for the 2014 period. The decrease was driven by prior year equity losses in unconsolidated affiliates of $86.9 million resulting from previously capitalized costs associated with the terminated Bluegrass project that were expensed in 2014, most of which were offset by noncontrolling interests related to that project. The decrease in total other deductions was slightly offset by an increase in interest expense due to higher average debt balances as compared to the 2014 period, lower capitalized interest related to capital projects and the expensing of previously deferred costs related to the refinancing of our revolving credit facility.

Liquidity and Capital Resources

We are a partnership holding company and derive all of our operating cash flow from our operating subsidiaries. Our principal sources of liquidity include cash generated from operating activities, our revolving credit facility, debt issuances and sales of limited partner units and our Subordinated Loan Agreement with BPHC (Subordinated Loan). Our operating subsidiaries use cash from their respective operations to fund their operating activities and maintenance capital requirements, service their indebtedness and make advances or distributions to Boardwalk Pipelines, LP (Boardwalk Pipelines). Boardwalk Pipelines uses cash provided from the operating subsidiaries and, as needed, borrowings under our revolving credit facility to service outstanding indebtedness and make distributions or advances to us to fund our distributions to unitholders. We have no material guarantees of debt or other similar commitments to unaffiliated parties.

We have financed our growth capital expenditures for the first nine months of 2015 through cash generated from operations, borrowings under our revolving credit facility and sales of our common units. We expect to finance the remainder of our 2015 growth capital expenditures with cash generated from operations and borrowings under our revolving credit facility and our Subordinated Loan, if necessary. Based on our current 2015 forecast of capital expenditures and leverage, we do not anticipate the need to raise additional equity for the remainder of the year.

As discussed below under Capital Expenditures, we are reducing the amount of our expected growth capital expenditures for 2015. As a result, the timing of our need for capital has changed and we have extended the borrowing period of our Subordinated Loan to December 31, 2016 to coincide with the movement of the timing of our growth capital expenditures. In 2015, we entered into a Third Amended and Restated Revolving Credit Agreement (Amended Credit Agreement). The Amended Credit Agreement increased the borrowing capacity of the revolving credit facility to $1.5 billion and extended the maturity date to May 26, 2020, among other things. For a summary of our financing activities for 2015, refer to Note 7 in Part I, Item 1.

Capital Expenditures

Maintenance capital expenditures for the nine months ended September 30, 2015 and 2014 were $92.5 million and $63.9 million. In 2014, we purchased $14.7 million of natural gas to be used as base gas for our pipelines. Growth capital expenditures were $148.6 million and $237.3 million for the nine months ended September 30, 2015 and 2014. We expect our current growth projects to be constructed and placed into service on time and within budget, however, some of the expenditures previously expected to be made in 2015 are now expected to be made in 2016. As a result, we have reduced to $410.0 million our expected capital expenditures for the full year of 2015, including approximately $140.0 million for maintenance capital. As discussed in our 2014 Annual Report on Form 10-K, approximately $50.0 million of our 2015 expected capital expenditures are associated with pipeline integrity upgrades which contain elements of both growth and maintenance capital. For the nine months ended September 30, 2015, we've spent $36.6 million on pipeline integrity upgrades, of which $26.7 million was reflected as maintenance capital and $9.9 million was reflected as growth capital.

Contractual Obligations

The following table summarizes significant contractual cash payment obligations under firm-commitments as of September 30, 2015, by period (in millions):



	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.

Pursuant to the settlement of the Texas Gas rate case in 2006, we are required to annually fund an amount to the Texas Gas defined benefit pension plan (Pension Plan) equal to the amount of actuarially determined net periodic pension cost, including a minimum of $3.0 million. We funded $3.0 million to the Pension Plan in the third quarter 2015.

Distributions

For the nine months ended September 30, 2015 and 2014, we paid distributions of $76.0 million and $74.4 million to our partners. Note 6 in Part I, Item 1 of this report contains further discussion regarding our distributions.

Our cash distribution policy is consistent with the terms of our partnership agreement which requires us to distribute our "available cash," as defined in our partnership agreement, on a quarterly basis. Our distributions are determined by the board of directors of our general partner based on our financial position, earnings, cash flow and other relevant factors. There is no guarantee that unitholders will receive quarterly distributions from us. Our distribution policy may be changed at any time and is subject to certain restrictions or limitations. Refer to Part II, Item 5 of our 2014 Annual Report on Form 10-K, for our full distribution policy and risks associated with it.

Changes in cash flow from operating activities

Net cash provided by operating activities increased $17.7 million to $430.2 million for the nine months ended September 30, 2015, compared to $412.5 million for the comparable 2014 period primarily due to natural gas purchases made in 2014 related to operations and the prepayments received under PAL arrangements in the 2015 period, partially offset by the change in net income, excluding the effects of non-cash items such as depreciation and amortization, asset impairment, equity losses in unconsolidated affiliates and the net gain on sale of operating assets.

Changes in cash flow from investing activities

Net cash used in investing activities decreased $111.3 million to $234.6 million for the nine months ended September 30, 2015, compared to $345.9 million for the comparable 2014 period. The decrease was primarily driven by a decrease in capital expenditures of $74.8 million due to the timing of our capital expenditures as discussed above in Capital Expenditures and the completion of the Southeast Market expansion project in 2014 and a decrease in our net investment in the terminated Bluegrass project of $9.8 million. The 2014 period also had a $29.5 million deposit related to the acquisition of Evangeline.

Changes in cash flow from financing activities

Net cash used in financing activities increased $107.9 million to $196.8 million for the nine months ended September 30, 2015, compared to $88.9 million for the comparable 2014 period. The increase in cash used in financing activities resulted primarily from an increase in net repayments of borrowings of $221.5 million, mostly offset by proceeds received from the sale of common units of $115.4 million, including related general partner contributions.

Off-Balance Sheet Arrangements

At September 30, 2015, we had no guarantees of off-balance sheet debt to third parties, no debt obligations that contain provisions requiring accelerated payment of the related obligations in the event of specified levels of declines in credit ratings, and no other off-balance sheet arrangements.

Critical Accounting Policies

Certain amounts included in or affecting our condensed consolidated financial statements and related disclosures must be estimated, requiring us to make certain assumptions with respect to values or conditions that cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts we report for assets and liabilities and our disclosure of contingent assets and liabilities in our financial statements. We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with third parties and other methods we consider reasonable. Nevertheless, actual results may differ significantly from our estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the periods in which the facts that give rise to the revisions become known.

During 2015, there have been no significant changes to our critical accounting policies, judgments or estimates disclosed in our 2014 Annual Report on Form 10-K. However, on May 1, 2015, Gulf South moved its filed tariff rates into effect related to its rate case filed with FERC pursuant to Section 4 of NGA (Docket No. RP15-65). As discussed above in Gulf South Rate Case, in September 2015, we reached an uncontested settlement with Gulf South’s customers. We have recognized a liability for a portion of the incremental revenues collected based on the settlement, however, the actual amount of any potential refund will be determined when the rate case is ultimately settled and approved by FERC.

Forward-Looking Statements

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

Forward-looking statements are based on current expectations and projections about future events and their potential impact on us. While management believes that these forward-looking statements are reasonable as and when made, there is no assurance that future events affecting us will be those that we anticipate. All forward-looking statements are inherently subject to a variety of risks and uncertainties, many of which are beyond our control that could cause actual results to differ materially from those anticipated or projected. These risks and uncertainties include, among others:


•	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.

Developments in any of these areas could cause our results to differ materially from results that have been or may be anticipated or projected. Forward-looking statements speak only as of the date of this Report, and we expressly disclaim any obligation or undertaking to update these statements to reflect any change in our expectations or beliefs or any change in events, conditions or circumstances on which any forward-looking statement is based.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Refer to Part II, Item 7A in our 2014 Annual Report on Form 10-K, for discussion of our market risk.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (Exchange Act), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission to allow timely decisions regarding required disclosure. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2015, at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2015, that have materially affected or that are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of certain of our current legal proceedings, please see Note 5 in Part I, Item 1 of this report.

Item 1A. Risk Factors

There have been no material changes to the Risk Factors disclosed in Part I, Item 1A, Risk Factors of our 2014 Annual Report on Form 10-K and Part II, Item 1A, Risk Factors of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015.

Item 5. Other Information

Entry into a Material Definitive Agreement

On October 30, 2015, Boardwalk Pipelines, LP (the Borrower), a wholly owned subsidiary of Boardwalk Pipeline Partners, LP (the Registrant) and Boardwalk Pipelines Holding Corp., an affiliate of the Borrower (the Lender) entered into an amendment to the Subordinated Loan Agreement. The Subordinated Loan Agreement entitled the Borrower to borrow up to $300.0 million of aggregate principal amount, in increments of $25.0 million, at any time through December 31, 2015. The amendment extends the borrowing period available to the Borrower through December 31, 2016.

This summary of the amendment is qualified by reference to the full text of the amendment, a copy of which is filed as Exhibit 10.3 to this report, and is incorporated herein by reference.

Item 6. Exhibits

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



Exhibit Number		Description

3.1		Certificate of Limited Partnership of Boardwalk Pipeline Partners, LP (Incorporated by reference to Exhibit 3.1 to the Registrant’s 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

SIGNATURE

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



	Boardwalk Pipeline Partners, LP
	By: Boardwalk GP, LP its general partner
	By: Boardwalk GP, LLC its general partner
November 3, 2015	By:	/s/ Jamie L. Buskill
		Jamie L. Buskill Senior Vice President, Chief Financial and Administrative Officer and Treasurer

Boardwalk Pipeline Partners, LP - FORM 10-Q - November 3, 2015

Attached files

Boardwalk Pipeline Partners, LP Reports