Boardwalk Pipeline Partners (BWP) 10-Q 28 Oct 09 2009 Q3 Quarterly report Financial data

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (USD $)
In Millions	Sep. 30, 2009	Dec. 31, 2008
Current Assets:
Cash and cash equivalents	122.9	137.7
Short-term investments	0	175
Receivables:
Trade, net	71.6	67.3
Other	24.1	18
Gas transportation receivables	5.6	13.5
Inventories	4.5	2.6
Costs recoverable from customers	5.4	5.4
Gas stored underground	3.9	0.2
Prepayments	12	17.3
Other current assets	9.1	14.8
Total current assets	259.1	451.8
Property, Plant and Equipment:
Natural gas transmission plant	6297.1	3,871
Other natural gas plant	220.7	215.2
Construction work-in-progress	243.4	2196.4
Property, Plant and Equipment: Gross	6761.2	6282.6
Less-accumulated depreciation and amortization	527.1	382.4
Property, plant and equipment, net	6234.1	5900.2
Other Assets:
Goodwill	163.5	163.5
Gas stored underground	134.8	124.8
Costs recoverable from customers	15.1	15.4
Other	98.9	65.9
Total other assets	412.3	369.6
Total Assets	6905.5	6721.6
Payables:
Trade	81.9	216.4
Affiliates	1.3	1.8
Other	8.7	7.4
Gas transportation payables	7.9	11.6
Accrued taxes, other	71.7	35.2
Accrued interest	32.2	40.1
Accrued interest - affiliate	3.3	0
Accrued payroll and employee benefits	14.6	16.3
Construction retainage	37.9	76.3
Deferred income	24.3	1.8
Other current liabilities	34.4	27.1
Total current liabilities	318.2	434
Long-term debt	2924.5	2889.4
Long -term debt - affiliate	100	0
Total long-term debt	3024.5	2889.4
Other Liabilities and Deferred Credits:
Pension liability	33.5	35.7
Asset retirement obligation	16.9	18
Provision for other asset retirement	48.5	45.6
Payable to affiliate	26.7	20.6
Other	50	33.3
Total other liabilities and deferred credits	175.6	153.2
Partners' Capital:
Common units - 169.7 million units outstanding as of September 30, 2009, and 154.9 million units outstanding as of December 31, 2008	2666.3	2504.8
Class B units - 22.9 million units outstanding as of September 30, 2009, and December 31, 2008	682.3	692.8
General partner	66.1	62.9
Accumulated other comprehensive income, net of tax	-27.5	-15.5
Total partners' capital	3387.2	3,245
Total Liabilities and Partners' Capital	6905.5	6721.6

Parenthetical Condensed Consoli

Parenthetical Condensed Consolidated Balance Sheets (USD $)
	Sep. 30, 2009	Dec. 31, 2008
Common units	169,721,916	154,934,609
Class B units	22,866,667	22,866,667

Condensed Consolidated Statemen

Condensed Consolidated Statements of Income (USD $)
In Millions, except Per Share data	3 Months Ended Sep. 30, 2009		3 Months Ended Sep. 30, 2008		9 Months Ended Sep. 30, 2009		9 Months Ended Sep. 30, 2008
Operating Revenues:
Gas transportation	175.7		172.8		545.9		509.5
Parking and lending	9.5		3		25.3		12.7
Gas storage	14.3		13.7		42.2		38
Other revenue	5.9		2.1		16.8		19
Total operating revenues	205.4		191.6		630.2		579.2
Operating Costs and Expenses:
Fuel and gas transportation	11.6		32.8		38.1		79.9
Operation and maintenance	35.7		35.6		98.7		84.2
Administrative and general	29.8		25.8		89.3		78.3
Depreciation and amortization	52.5		33.6		150.5		91.4
Contract settlement gain	0		0		0		-11.2
Asset impairment	0		0		0		1.4
Net loss (gain) on disposal of operating assets and related contracts	1.4		-36.1		7.8		-50.1
Taxes other than income taxes	20		11.1		59.6		34
Total operating costs and expenses	151		102.8		444		307.9
Operating income	54.4		88.8		186.2		271.3
Other Deductions (Income):
Interest expense	32.6		9.3		90.5		46
Interest expense - affiliates	3.1		0		4.8		0
Interest income	0		-0.7		-0.2		-2.1
Miscellaneous other income, net	0		6.3		-0.2		0.2
Total other deductions	35.7		14.9		94.9		44.1
Income before income taxes	18.7		73.9		91.3		227.2
Income taxes (benefits)	-0.1		0.3		0.2		0.8
Net Income	18.8		73.6		91.1		226.4
Calculation of limited partners' interest in Net income:
Common units	0.1	[1]	0.47		0.51	[1]	1.65
Class B units	-0.1		0.3	[2]	-0.09		0.3	[2]
Subordinated units	$0		0.47		$0		1.61
Cash distribution to common and subordinated units	0.49		0.47		1.455		1.395
Cash distribution to class B units	0.3		$0		0.9		$0
Weighted Average Limited Partnership Common Units Outstanding	166.2		100.7		158.9		94.6
Weighted Average Limited Partnership class B Units Outstanding	22.9		22.9		22.9		22.9
Weighted Average Limited Partnership Subordinated Units Outstanding	0		33.1		0		33.1
[1]All of the 33.1 million subordinated units converted to common units on a one-for-one basis in November 2008.
[2]Number of class B units shown is weighted from July 1, 2008, which is the date they became eligibile to participate in earnings.

1_Condensed Consolidated Statem

Condensed Consolidated Statements of Cash Flows (USD $)
In Millions	9 Months Ended Sep. 30, 2009	9 Months Ended Sep. 30, 2008
OPERATING ACTIVITIES:
Net income	91.1	226.4
Adjustments to reconcile to cash provided by operations:
Depreciation and amortization	150.5	91.4
Amortization of deferred costs	7	6.9
Amortization of acquired executory contracts	0	-0.2
Asset impairment	0	1.4
Net loss (gain) on disposal of operating assets and related contracts	7.8	-50.1
Changes in operating assets and liabilities:
Trade and other receivables	-8.3	2.4
Gas receivables and storage assets	-5.9	5.8
Costs recoverable from customers	0	0.6
Inventories	-30.8	-1.3
Other assets	-25.9	-39.4
Trade and other payables	18	6.7
Other payables, affiliates	2.8	0.7
Gas payables	-0.8	12.9
Accrued liabilities	21	14.9
Other liabilities	39.2	(3)
Net cash provided by operating activities	265.7	276.1
INVESTING ACTIVITIES:
Capital expenditures	-656.9	-1905.6
Proceeds from sale of operating assets	0	63
Proceeds from insurance reimbursements and other recoveries	0	4.7
Advances to affiliates, net	0	0.9
Sales of short-term investments	175	0
Net cash used in investing activities	-481.9	(1,837)
FINANCING ACTIVITIES:
Proceeds from long-term debt, net of issuance costs	346.7	247.2
Proceeds from borrowings on revolving credit agreement	161.5	778
Repayment of borrowings on revolving credit agreement	(475)	(522)
Payments on note payable	(1)	0
Proceeds from long-term debt - affiliate	200	0
Repayment of long-term debt - affiliate	(100)	0
Distributions	-263.9	-186.3
Proceeds from sale of common units	326.3	243.6
Proceeds from sale of class B units	0	686
Capital contribution from general partner	6.8	19.2
Net cash provided by financing activities	201.4	1265.7
(Decrease) increase in cash and cash equivalents	-14.8	-295.2
Cash and cash equivalents at beginning of period	137.7	317.3
Cash and cash equivalents at end of period	122.9	22.1

2_Condensed Consolidated Statem

Condensed Consolidated Statements of Changes in Partners Capital (USD $)
In Millions	Common Units [Member]	Class B Units [Member]	Subordinated Units [Member]	General Partner [Member]	Accumulated Other Comprehensive Income [Member]	Total
Balance at Dec. 31, 2007	1473.9	$0	291.7	33.2	4.2	$1,803
Add (deduct):
Net income	155.2	6.9	54.6	9.7	0	226.4
Distributions	-131.1	0	-46.2	(9)	0	-186.3
Sale of common units, net of related transaction costs	243.6	0	0	0	0	243.6
Sale of class B units	0	686	0	0	0	686
Capital contribution from general partner	0	0	0	19.2	0	19.2
Other comprehensive loss	0	0	0	0	-7.4	-7.4
Balance at Sep. 30, 2008	1741.6	692.9	300.1	53.1	-3.2	2784.5
Add (deduct):
Balance at Dec. 31, 2008	2504.8	692.8	0	62.9	-15.5	3,245
Add (deduct):
Net income	70	10.1	0	11	0	91.1
Distributions	-228.7	-20.6	0	-14.6	0	-263.9
Sale of common units, net of related transaction costs	320.2	0	0	0	0	320.2
Capital contribution from general partner	0	0	0	6.8	0	6.8
Other comprehensive loss	0	0	0	0	(12)	(12)
Balance at Sep. 30, 2009	2666.3	682.3	$0	66.1	-27.5	3387.2

3_Condensed Consolidated Statem

Condensed Consolidated Statements of Comprehensive Income (USD $)
In Millions	3 Months Ended Sep. 30, 2009	3 Months Ended Sep. 30, 2008	9 Months Ended Sep. 30, 2009	9 Months Ended Sep. 30, 2008
Net income	18.8	73.6	91.1	226.4
(Loss) gain on cash flow hedges	-0.2	21.5	7.8	-25.9
Reclassification adjustment transferred to Net income from cash flow hedges	-5.8	7.4	-13.8	25.1
Pension and other postretirement benefits costs	-1.1	-2.2	(6)	-6.6
Total Comprehensive Income	11.7	100.3	79.1	$219

Basis of Presentation

Basis of Presentation
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Basis of Presentation	Boardwalk Pipeline Partners, LP (the Partnership) is a Delaware limited partnership formed to own and operate the business conducted by its subsidiary, Boardwalk Pipelines, LP (Boardwalk Pipelines), and its subsidiaries, Gulf Crossing Pipeline Company LLC (Gulf Crossing), Gulf South Pipeline Company, LP (Gulf South) and Texas Gas Transmission, LLC (Texas Gas) (collectively, the operating subsidiaries). As of September 30, 2009, Boardwalk Pipelines Holding Corp. (BPHC), a wholly-owned subsidiary of Loews Corporation (Loews) owned 114.2 million of the Partnership's common units, all 22.9 million of the Partnership's class B 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 September 30, 2009, the common units, class B units and general partner interest owned by BPHC represent approximately 72% 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. 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 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, 2009, and December 31, 2008, and the results of operations and comprehensive income for the three and nine months ended September 30, 2009 and 2008, and changes in cash flow and changes in partners' equity for the nine months ended September 30, 2009 and 2008. Reference is made to the Notes to Consolidated Financial Statements in the 2008 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 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. All intercompany items have been eliminated in consolidation. Subsequent events have been evaluated through October 28, 2009, the issuance date of these financial statements. In the third quarter 2009, the Financial Accounting Standards Board Accounting Standards Codification (Codification) became effective as the authoritative source of accounting principles generally accepted in the United States, with the exception of rules and interpretive releases of the SEC. As a result, any references to specific authoritative accounting guidance in this Form 10-Q have been conformed with the Codification.

Gas Stored Underground and Gas

Gas Stored Underground and Gas Receivables and Payables
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Gas Stored Underground and Gas Receivables and Payables	Gulf South and Texas Gas provide storage services whereby they store gas on behalf of customers. The pipelines 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. The Partnership held for storage or under PAL agreements approximately 88.5 trillion British thermal units (TBtu) of gas owned by third parties as of September 30, 2009. Assuming an average market price during September 2009 of $2.79 per million British thermal unit (MMBtu), the market value of gas held on behalf of others was approximately $246.9 million. As of December 31, 2008, the Partnership held for storage or under PAL agreements approximately 63.8 TBtu of gas owned by third parties. In the course of providing transportation and storage services to customers, the operating subsidiaries may receive different quantities of gas from shippers and operators than the quantities delivered on behalf of those shippers and operators. This results in transportation and exchange gas receivables and payables, commonly known as imbalances, which are settled in cash or the receipt or delivery of gas in the future. Gulf South and Texas Gas also periodically lend gas to customers under PAL services. As of September 30, 2009, the amount of gas loaned under PAL agreements and the amount of gas owed to the operating subsidiaries due to gas imbalances was approximately 6.4 TBtu. Assuming an average market price during September 2009 of $2.79 per MMBtu, the market value of that gas was approximately $17.9 million. As of December 31, 2008, the amount of gas loaned under PAL agreements and the amount of gas owed to the operating subsidiaries due to gas imbalances was approximately 34.4 TBtu. 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 Partnerships financial condition, results of operations and cash flows.

Derivative Financial Instrument

Derivative Financial Instruments
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Derivative Financial Instruments	Subsidiaries of the Partnership use futures, swaps, and option contracts (collectively, derivatives) to hedge exposure to natural gas commodity price risk related to the future operational sales of natural gas and cash for fuel reimbursement. This includes approximately $3.9 million and $0.2 million of gas stored underground at September 30, 2009, and December 31, 2008, which the Partnership owns and carries on its balance sheets as current Gas stored underground, and 3.3 billion cubic feet (Bcf) of gas with a book value of $7.5 million that has become available for sale as a result of Phase III of the Western Kentucky Storage Expansion. At September 30, 2009, approximately 6.0 Bcf of anticipated future sales of natural gas and cash for fuel reimbursement were hedged with derivatives having settlement dates in 2009 and 2010. The derivatives qualify for cash flow hedge accounting and are designated as such. The Partnership has also periodically used derivatives as cash flow hedges of interest rate risk in anticipation of debt offerings. All of the Partnerships currently outstanding derivatives are reported at fair value based on New York Mercantile Exchange (NYMEX) quotes for natural gas futures and options. The NYMEX quotes are deemed to be observable inputs in an active market for similar assets and liabilities and are considered Level 2 inputs for purposes of fair value disclosures. The Partnership has not changed its valuation techniques or inputs during the reporting period. The fair values of derivatives existing as of September 30, 2009, and December 31, 2008, were included in the following captions on the Condensed Consolidated Balance Sheets (in millions): Asset Derivatives Liability Derivatives September 30, 2009 December 31, 2008 September 30, 2009 December 31, 2008 Balance sheet location Fair Value Balance sheet location Fair Value Balance sheet location Fair Value Balance sheet location Fair ValueDerivatives designated as hedging instruments Commodity contracts Other current assets $ 5.4 Other current assets $ 10.5 Other current Liabilities $ 1.3 Other current liabilities $ 0.1 Other assets 0.9 Other assets 3.7 OtherLiabilities - Otherliabilities - $ 6.3 $ 14.2 $ 1.3 $ 0.1 The changes in fair values of the derivatives designated as cash flow hedges are expected to, and do, have a high correlation to changes in value of the anticipated transactions. Each reporting period the Partnership measures the effectiveness of the cash flow hedge contracts. To the extent the changes in the fair values of the hedge contracts do not effectively offset the changes in the estimated cash flows of the anticipated transactions, the ineffective portion of the hedge contracts is currently recognized in earnings. If it becomes probable that the anticipated transactions will not occur, hedge accounting would be terminated and changes in the fair values of the associated derivative financial instruments would be recognized currently in earnings. The Partnership did not discontinue any cash flow hedges during the three and nine month periods ended September 30, 2009 and 2008. The effective component of unrealized gains and losses resulting from changes in

Income Taxes

Income Taxes
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Income Taxes	The Partnership is not a taxable entity for federal income tax purposes. As such, it does not directly pay federal income tax. The Partnerships taxable income or loss, which may vary substantially from the net income or loss reported in the Condensed Consolidated Statements of Income, is includable in the federal income tax returns of each partner. The aggregate difference in the basis of the Partnerships net assets for financial and income tax purposes cannot be readily determined as the Partnership does not have access to the information about each partners tax attributes. The subsidiaries of the Partnership directly incur some income-based state taxes which are presented in Income tax (benefit) expense on the Condensed Consolidated Statements of Income.

Commitments and Contingencies

Commitments and Contingencies
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Commitments and Contingencies	Calpine Energy Services (Calpine) Settlement In the first quarter 2008, the Partnership received a cash payment of approximately $15.3 million as settlement of a claim against Calpine and recorded a net gain of $11.2 million related to the realization of the unrecognized portion of the claim which was reported as Contract settlement gain on the Condensed Consolidated Statements of Income. Legal Proceedings Napoleonville Salt Dome Matter Following the December 2003 accidental release of natural gas from storage in a salt dome cavern operated by Gulf South at the Dow Hydrocarbon and Resources, Inc. (Dow Hydrocarbon), Grand Bayou facility in Belle Rose, Louisiana, several suits were filed, including two that were initially filed as class actions. One of the cases initially filed as a class action was settled in 2008. A lawsuit entitled Crystal Aucoin, et al. v. Gulf South Pipeline Company, LP, et al., No. 28,157 was filed on February 12, 2004, in the 23rd Judicial District Court for the Parish of Assumption, State of Louisiana. The suit was initially filed as a class action. The defendants at the trial were Gulf South, Dow Chemical Company (Dow Chemical), Dow Hydrocarbon and one of Gulf Souths insurers, Oil Insurance Limited (OIL). The plaintiffs voluntarily dismissed their class action allegations on February 2, 2006. Since that time the case has proceeded in the same court as a mass joinder of approximately 1,200 individual claims. The plaintiffs seek damages for alleged inconvenience and emotional distress arising from being forced to drive on a detour around a road closed due to the gas release. A trial was held in August 2008 on damages for a sample group of 23 plaintiffs. In January 2009, the court awarded damages to these plaintiffs of less than $0.1 million in the aggregate. Gulf South and the other defendants have appealed the ruling. Pursuant to an agreement among defendants, Gulf South is responsible for one half of any judgment, subject to final determination of Gulf Souths claim for indemnification from Dow Chemical. The Partnership expects that any judgment amounts paid would be covered by insurance. On September 29, 2005, OIL filed suit against Dow Chemical and Dow Hydrocarbon, No. 29,217, in the 23rd Judicial District Court for the Parish of Assumption, State of Louisiana, Oil Insurance Limited v. Dow Chemical Company, et al. OIL seeks indemnification from Dow Hydrocarbon for amounts of insurance paid to Gulf South. Dow Hydrocarbon has filed a demand against OIL and a third-party claim against Gulf South. Dow Hydrocarbons allegations against Gulf South include contractual violations and liability due to negligence and strict liability. Dow Hydrocarbon seeks recovery for property damage, damages arising from the loss of use of certain wells/caverns and damages incurred responding to and remediating the natural gas leak. Trial of this case has been scheduled to begin in April 2010. Litigation is subject to many uncertainties, and it is possible these actions could be decided unfavorably. The Partnership expects claims in each of these cases to be covered by insurance that was in place at the time of the incident. For the nine month

Cash Distributions and Net Inco

Cash Distributions and Net Income per Unit
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Cash Distributions and Net Income per Unit	Cash Distributions The Partnerships cash distribution policy requires that the Partnership distribute to its various ownership interests on a quarterly basis all of its available cash, as defined in its partnership agreement. IDRs, which represent a limited partner ownership interest and are currently held by the Partnerships general partner, represent the contractual right to receive an increasing percentage of quarterly distributions of available cash as follows: Total Quarterly Distribution Marginal Percentage Interest inDistributions Target Amount Limited PartnerUnitholders(1) General Partnerand IDRsFirst Target Distribution up to $0.4025 98% 2%Second Target Distribution above $0.4025 up to $0.4375 85% 15%Third Target Distribution above $0.4375 up to $0.5250 75% 25%Thereafter above $0.5250 50% 50% (1) The class B unitholders participate in distributions on a pari passu basis with the Partnerships common units up to $0.30 per unit per quarter. The class B units do not participate in quarterly distributions above $0.30 per unit. The class B units began sharing in income allocations and distributions with respect to the third quarter 2008. In the third quarter 2009, the Partnership paid quarterly distributions to its common unitholders of record of $0.49 per common unit, $0.30 per class B unit to the holder of the class B units and amounts to the general partner on behalf of its 2% general partner interest and as holder of the IDRs. In the third quarter 2008, the Partnership paid quarterly distributions to unitholders of record, including common and subordinated units, of $0.475 per common unit and amounts to the general partner on behalf of its 2% general partner interest and as holder of the IDRs. In October 2009, the Partnership declared a quarterly cash distribution to unitholders of record of $0.495 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. Any residual amount representing undistributed net income (or loss) is assumed to be allocated to the various ownership interests in accordance with the contractual provisions of the partnership agreement. Under the Partnerships partnership agreement, for any quarterly period, the IDRs participate in net income only to the extent of the amount of cash distributions actually declared, thereby excluding the IDRs from participating in undistributed net income or losses. Accordingly, undistributed net income is assumed to be allocated to the other ownership interests on a pro rata basis, except that the class B units participation in net income is limited to $0.30 per unit per quarter. Payments made on account of the Partnerships various ownership interests are determined in relation to actual declared distributions, and are not based on the assumed allocations required under generally accepted accounting principles. The following table provides a reconciliation of net income and the assumed allocation of net income to the common and class B units for purposes of computing net income per unit for the three months ended September 30,

Financing

Financing
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Financing	Notes and Debentures For the nine months ended September 30, 2009 and 2008, the Partnership completed the following debt issuances of notes and debentures, the proceeds of which were used to directly and indirectly fund the Partnerships expansion projects through the reduction of borrowings under its Subordinated Loan Agreement and revolving credit facility, both described below (in millions, except interest rate percentage): Date of Issuance Issuing Subsidiary Amount ofIssuance Purchaser Discounts and Expenses NetProceeds Interest Rate Maturity Date Interest PayableAugust 2009 Boardwalk Pipelines $350.0 $3.3 $346.7 5.75% September 15, 2019 March 15 and September 15March 2008 Texas Gas 250.0 2.8 247.2 5.50% April 1, 2013 April 1 and October 1 The notes are redeemable, in whole or in part, at the Partnerships option at any time, at redemption prices equal to the greater of 100% of the principal amount of the notes to be redeemed or a make whole redemption price based on the remaining scheduled payments of principal and interest discounted to the date of redemption at a rate equal to the Treasury rate plus 20 to 50 basis points depending upon the particular issue of notes, plus accrued and unpaid interest, if any. Other customary covenants apply, including those concerning events of default. As of September 30, 2009, and December 31, 2008, the weighted-average interest rate of the Partnerships notes and debentures was 5.89%. 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, 2009, Boardwalk Pipelines and its operating subsidiaries were in compliance with their debt covenants. Long Term Debt - Affiliate In the second quarter 2009, Boardwalk Pipelines entered into a Subordinated Loan Agreement with BPHC under which Boardwalk Pipelines borrowed $200.0 million (Subordinated Loans). The Subordinated Loans bear interest at 8.00% per year, payable semi-annually in June and December, commencing December 2009, and mature six months after the maturity (including any term-out option period) of the revolving credit facility. The Subordinated Loans 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 Loans are subordinated in right of payment to the Partnerships obligations under its revolving credit facility pursuant to the terms of a Subordination Agreement between BPHC and Wachovia Bank, National Association, as representative of the lenders under the revolving credit facility. During the third quarter 2009, the Partnership repaid $100.0 million outstanding under the Subordinated Loans, including accrued interest. As of September 30, 2009, the Partnership had $100.0 million outstanding under the Subordinated Loan Agreement with

Property, Plant and Equipment

Property, Plant and Equipment
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Property, Plant and Equipment	In 2009, the Partnership placed in service its Gulf Crossing Project and Fayetteville and Greenville Laterals and the remaining compression facilities associated with its Southeast Expansion project. Additionally, the Partnership placed into service the remaining portion of Phase III of the Western Kentucky Storage Expansion project. As a result, approximately $2.4 billion was transferred from work in progress to plant. The assets will generally be depreciated over a term of 35 years.

Disposition of Coal Reserve

Disposition of Coal Reserve
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Disposition of Coal Reserve	In August 2008, the Partnership completed the sale of its investment in land and coal reserves along the Ohio River in northern Kentucky and Southern Indiana for $16.5 million. These assets had no book value at the time of the sale, resulting in the Partnership recording a gain of $16.5 million for the three and nine months ended September 30, 2008. The gain was recorded in Net loss (gain) on disposal of operating assets and related contracts in the Condensed Consolidated Statements of Income.

Employee Benefits

Employee Benefits
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Employee Benefits	Defined Benefit Plans Texas Gas employees hired prior to November 1, 2006, are covered under a non-contributory, defined benefit pension plan. The Texas Gas Supplemental Retirement Plan provides pension benefits for the portion of an eligible employees pension benefit that becomes subject to compensation limitations under the Internal Revenue Code. Texas Gas provides postretirement medical benefits and life insurance to retired employees who were employed full time, hired prior to January 1, 1996, and have met certain other requirements. The Partnership uses a measurement date of December 31 for its benefit plans. Components of net periodic benefit cost for both the retirement plans and postretirement benefits other than pension (PBOP) for the three and nine months ended September 30, 2009 and 2008 were the following (in millions): Retirement Plans PBOP For the Three Months Ended For the Three Months Ended September 30, September 30, 2009 2008 2009 2008Service cost $ 0.9 $ 0.9 $ 0.1 $ 0.1Interest cost 1.7 1.6 0.8 0.8 Expected return on plan assets (1.4) (1.7) (0.9) (1.3)Amortization of prior service credit - - (2.0) (1.9)Amortization of unrecognized net loss 0.5 - 0.4 -Settlement charge - 0.1 - -Regulatory asset decrease - - 1.4 1.4Net periodic expense (benefit) $ 1.7 $ 0.9 $ (0.2) $ (0.9) Retirement Plans PBOP For the Nine Months Ended For the Nine Months Ended September 30, September 30, 2009 2008 2009 2008Service cost $ 2.7 $ 2.7 $ 0.3 $ 0.4Interest cost 5.1 4.8 2.3 2.4 Expected return on plan assets (4.1) (5.0) (2.6) (3.7)Amortization of prior service credit - - (5.8) (5.8)Amortization of unrecognized net loss 1.4 - 1.1 -Settlement charge - 0.1 - -Regulatory asset decrease - - 4.1 4.1Net periodic expense (benefit) $ 5.1 $ 2.6 $ (0.6) $ (2.6) In the third quarter 2009, the Partnership contributed approximately $6.0 million to its defined benefit pension plan. Defined Contribution Plans Texas Gas employees hired on or after November 1, 2006, and Gulf South employees are provided retirement benefits under a defined contribution money purchase plan. The operating subsidiaries also provide 401(k) plan benefits to their employees. Costs related to the Partnerships defined contribution plans were $1.7 million and $5.0 million for the three and nine months ended September 30, 2009, and $1.6 million and $4.7 million for the three and nine months ended September 30, 2008.

Related Party Transactions

Related Party Transactions
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Related Party Transactions	Loews provides a variety of corporate services to the Partnership and its subsidiaries under services agreements which have been operative since the Partnerships initial public offering. Services provided by Loews include, among others, information technology, tax, risk management, internal audit and corporate development services. Loews charged $4.0 million and $11.9 million for the three and nine months ended September 30, 2009, and $3.1 million and $10.6 million for the three and nine months ended September 30, 2008, to the Partnership for performing these services, plus related expenses and allocated overheads. Distributions paid related to limited partner units held by BPHC, the 2% general partner interest and IDRs held by Boardwalk GP were $195.0 million and $129.5 million for the nine months ended September 30, 2009, and 2008. In addition to these transactions, in the second quarter 2009, Boardwalk Pipelines entered into a $200.0 million Subordinated Loan Agreement with BPHC and the Partnership issued and sold 6.7 million common units to BPHC. Note 7 contains more information regarding these transactions.

Accumulated Other Comprehensive

Accumulated Other Comprehensive Income (Loss)
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Accumulated Other Comprehensive Income (Loss)	The following table shows the components of Accumulated other comprehensive loss, which is included in Partners Capital on the Condensed Consolidated Balance Sheets (in millions): As of As of September 30, 2009 December 31, 2008Loss on cash flow hedges $ (6.7) $ (0.7) Deferred components of net periodic benefit cost (20.8) (14.8)Total Accumulated other comprehensive loss $ (27.5) $ (15.5)

Guarantee of Securities of Subs

Guarantee of Securities of Subsidiaries
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Guarantee of Securities of Subsidiaries	The Partnership has no independent assets or operations other than its investment in its subsidiaries. The Partnerships Boardwalk Pipelines subsidiary has issued securities which have been fully and unconditionally guaranteed by the Partnership. All of the subsidiaries of the Partnership are minor other than Boardwalk Pipelines and its consolidated subsidiaries. The Partnership does have separate partners capital including publicly traded limited partner common units. The Partnerships 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 had no restricted assets at September 30, 2009. Note 7 contains additional information regarding the Partnerships debt and related covenants.

Financial Instruments

Financial Instruments
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Financial Instruments	The following methods and assumptions were used in estimating the Partnerships fair value disclosures for financial instruments: Cash and Cash Equivalents: For cash and short-term financial assets and liabilities, the carrying amount is a reasonable estimate of fair value due to the short maturity of those instruments. Short-term Investments: In December 2008, the Partnership invested a portion of its undistributed cash in U.S. Government securities, primarily Treasury notes, under repurchase agreements. Generally, the Partnership engaged in overnight repurchase transactions where purchased securities were sold back to the counterparty the following business day. Pursuant to the master repurchase agreements, the Partnership took actual possession of the purchased securities. In the event that default by the counterparty had occurred under the agreement, the repurchase would be deemed immediately to occur and the Partnership would be entitled to sell the securities in the open market, or give the counterparty credit based on the market price on such date, and apply the proceeds (or deemed proceeds) to the aggregate unpaid repurchase amounts and any other amounts owing by the counterparty. At December 31, 2008, the portfolio consisted of $175.0 million of Treasury securities with original maturities in August 2009, held pursuant to overnight repurchase agreements. The amount invested under repurchase agreements was stated at fair value based on quoted market prices for the securities. The Partnership had no short- term investments at September 30, 2009. Long-Term Debt: All of the Partnerships long-term debt is publicly traded except for debt issued by Gulf South, the debt issued by Texas Gas in March 2008, the revolving credit facility and the Subordinated Loans categorized as Long-term debt - affiliate. The estimated fair value of the Partnerships publicly traded debt is based on quoted market prices at September 30, 2009, and December 31, 2008. The fair market value of the debt that is not publicly traded is based on market prices of similar debt at September 30, 2009, and December 31, 2008. Long-Term Debt - Affiliate: Borrowings under the Subordinated Loans were completed in 2009. The estimated fair value is based on market prices of similar debt, adjusted for the affiliated nature of the transaction. Note 7 contains more information regarding the Subordinated Loans. The carrying amount and estimated fair values of the Partnerships financial instruments as of September 30, 2009, and December 31, 2008 were as follows (in millions): September 30, 2009 December 31, 2008 Financial Assets Carrying Amount Fair Value Carrying Amount Fair ValueCash and cash equivalents $ 122.9 $ 122.9 $ 137.7 $ 137.7Short-term investments $ - $ - $ 175.0 $ 175.0 Financial Liabilities Long-term debt $ 2,924.5 $ 2,971.9 $ 2,889.4 $ 2,655.3Long-term debt affiliate $ 100.0 $ 107.5 $ - $ -

Supplemental Disclosure of Cash

Supplemental Disclosure of Cash Flow Information
	9 Months Ended Sep. 30, 2009 USD / shares
Notes to Financial Statements [Abstract]
Supplemental Disclosure of Cash Flow Information	For the Nine Months Ended September 30, 2009 2008 Non-cash adjustments: Accounts payable and Property, plant and equipment $ 193.6 $ 177.8 Accrued registration rights costs $ 6.1 $ -

Document Information

Document Information
	9 Months Ended Sep. 30, 2009 USD / shares
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	2009-09-30

Entity Information

Entity Information (USD $)
	9 Months Ended Sep. 30, 2009	Jun. 30, 2009
Entity Information [Line Items]
Entity Registrant Name	Boardwalk Pipeline Partners, LP
Entity Central Index Key	0001336047
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	Yes
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float		$55,502,450
Entity Common Stock, Shares Outstanding	169,721,916