bwp-20260331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2026

☐ 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			20-3265614
(State or other jurisdiction of incorporation or organization)			(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	Trading Symbol(s)	Name of each exchange on which registered
NONE	NONE	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 every Interactive Data File required to be submitted 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 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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer ý Smaller Reporting Company ☐

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

Boardwalk Pipeline Partners, LP meets the conditions set forth in General Instructions H(1) (a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

TABLE OF CONTENTS

FORM 10-Q

March 31, 2026

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 Partners' Capital			8
Notes to Condensed Consolidated Financial Statements			9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			19

Item 3. Quantitative and Qualitative Disclosures About Market Risk			26

Item 4. Controls and Procedures			26

PART II - OTHER INFORMATION

Item 1. Legal Proceedings			27

Item 1A. Risk Factors			27

Item 6. Exhibits			27

Signatures			28

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(Millions)

(Unaudited)


ASSETS	March 31, 2026		December 31, 2025
Current Assets:
Cash and cash equivalents	$	329.6	$	499.2
Receivables:
Trade, net	220.1		220.5
Other	34.1		27.6
Gas transportation receivables	18.2		22.4





Short-term investments	—		351.3
Other current assets	54.7		58.7
Total current assets	656.7		1,179.7

Property, Plant and Equipment:
Pipelines, storage and other plant	13,870.5		13,835.1
Construction work in progress	415.5		289.2
Property, plant and equipment, gross	14,286.0		14,124.3
Less—accumulated depreciation and amortization	5,449.6		5,352.5
Property, plant and equipment, net	8,836.4		8,771.8

Other Assets:

Goodwill	237.4		237.4
Gas stored underground	97.8		100.0
Other	280.9		224.5
Total other assets	616.1		561.9

Total Assets	$	10,109.2	$	10,513.4

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	March 31, 2026		December 31, 2025
Current Liabilities:
Payables:
Trade	$	150.1	$	140.5
Affiliates	0.5		0.5
Other	26.6		29.9
Gas transportation payables	12.6		14.9
Accrued taxes, other	52.9		73.3
Accrued interest	29.2		49.8
Accrued payroll and employee benefits	31.9		53.1

Regulatory liabilities	30.8		29.1




Current portion of long-term debt	—		549.6
Other current liabilities	55.4		41.1
Total current liabilities	390.0		981.8

Long-term debt and finance lease obligation	3,231.0		3,231.8

Other Liabilities and Deferred Credits:

Asset retirement obligations	71.7		71.6
Provision for other asset retirement	110.1		108.2
Payable to affiliate	6.4		6.2
Other	170.1		121.2
Total other liabilities and deferred credits	358.3		307.2

Commitments and Contingencies

Partners' Capital:
Partners' capital	6,210.0		6,073.3
Accumulated other comprehensive loss	(80.1)		(80.7)
Total partners' capital	6,129.9		5,992.6

Total Liabilities and Partners' Capital	$	10,109.2	$	10,513.4

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

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Millions)

(Unaudited)


	For the Three Months Ended March 31,
		2026		2025
Operating Revenues:
Transportation		$	416.4	$	395.0
Storage, parking and lending		62.0		52.7
Product sales		124.1		152.7
Other		20.6		18.2
Total operating revenues		623.1		618.6
Operating Costs and Expenses:
Costs associated with service revenues		7.7		8.0
Costs associated with product sales		108.5		122.9
Operation and maintenance		60.1		58.2
Administrative and general		53.4		48.3
Depreciation and amortization		109.9		105.5
Gain on sale of assets, impairments and other		(0.4)		(1.0)
Taxes other than income taxes		35.7		32.3
Total operating costs and expenses		374.9		374.2
Operating income		248.2		244.4
Other Deductions (Income):
Interest expense		43.2		39.5

Interest income		(5.4)		(1.0)
Miscellaneous other income, net		(1.9)		(1.2)
Total other deductions		35.9		37.3
Income before income taxes		212.3		207.1
Income taxes		0.6		0.5
Net income		$	211.7	$	206.6

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 March 31,
		2026		2025
Net income		$	211.7	$	206.6
Other comprehensive income (loss):

Reclassification adjustment transferred to Net income from cash flow hedges		—		0.4
Pension and other postretirement benefit costs, net of tax		0.6		(0.1)
Total Comprehensive Income		$	212.3	$	206.9

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 Three Months Ended March 31,
	2026		2025
OPERATING ACTIVITIES:
Net income	$	211.7	$	206.6
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization	109.9		105.5
Amortization of deferred costs and other	1.6		3.9
Gain on sale of assets, impairments and other	(0.4)		(1.0)
Interest income from short-term investments	(1.8)		—
Changes in operating assets and liabilities:
Trade and other receivables	(7.2)		(8.0)

Gas receivables and payables and product inventory	(3.1)		(5.1)

Prepayments and other assets	5.6		7.7
Trade and other payables	(14.9)		(13.3)


Accrued liabilities	(66.0)		(52.9)

Other liabilities	10.5		0.5
Net cash provided by operating activities	245.9		243.9
INVESTING ACTIVITIES:
Capital expenditures	(143.6)		(51.6)
Proceeds from sale of operating assets	0.2		0.1

Advances to affiliates	—		(0.7)


Proceeds from the maturity of short-term investments	353.1		—
Net cash provided by (used in) investing activities	209.7		(52.2)
FINANCING ACTIVITIES:

Repayment of borrowings from long-term debt	(550.0)		—

Repayments of borrowings on revolving credit facility, including financing fees	(0.1)		—

Principal payment of finance lease obligation	(0.3)		(0.2)
Advances from affiliates	0.2		0.8
Distributions paid	(75.0)		(75.0)


Net cash used in financing activities	(625.2)		(74.4)
(Decrease) increase in cash and cash equivalents	(169.6)		117.3
Cash and cash equivalents at beginning of period	499.2		117.9
Cash and cash equivalents at end of period	$	329.6	$	235.2

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

BOARDWALK PIPELINE PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

(Millions)

(Unaudited)


	Three Months Ended March 31, 2025
	Partners' Capital		Accumulated Other Comprehensive (Loss) Income		Total Partners' Capital
Balance December 31, 2024	$	5,978.6	$	(72.6)	$	5,906.0
Add (deduct):
Net income	206.6		—		206.6
Distributions paid	(75.0)		—		(75.0)
Other comprehensive income, net of tax	—		0.3		0.3
Balance March 31, 2025	$	6,110.2	$	(72.3)	$	6,037.9

	Three Months Ended March 31, 2026
	Partners' Capital		Accumulated Other Comprehensive (Loss) Income		Total Partners' Capital
Balance December 31, 2025	$	6,073.3	$	(80.7)	$	5,992.6
Add (deduct):
Net income	211.7		—		211.7
Distributions paid	(75.0)		—		(75.0)
Other comprehensive income, net of tax	—		0.6		0.6
Balance March 31, 2026	$	6,210.0	$	(80.1)	$	6,129.9

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 Company) 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, which consists of integrated pipeline and storage systems for natural gas and natural gas liquids, olefins and other hydrocarbons (herein referred to together as NGLs). As of March 31, 2026, Boardwalk Pipelines Holding Corp. (BPHC), a wholly owned subsidiary of Loews Corporation (Loews), owned directly or indirectly, 100% of the Company's capital.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual 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 unaudited condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring accruals) necessary to present fairly the Company's financial position as of March 31, 2026, and December 31, 2025, and its results of operations, comprehensive income and changes in cash flow and partners' capital for the three months ended March 31, 2026 and 2025, in each case in accordance with GAAP. Reference is made to the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (2025 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 of Part II, Item 8. of the Company's 2025 Annual Report on Form 10-K are the same policies that were used in preparing the accompanying unaudited condensed consolidated financial statements. Results of operations for interim periods may not necessarily be indicative of results for the full year.

Due to changes in its internal reporting and the information evaluated by the Chief Operating Decision Maker (CODM), the Company concluded that it operated in two operating segments, Natural Gas and Natural Gas Liquids, as of March 31, 2026, both of which are reportable segments. The Company had previously determined that it had three operating segments, but because two of the operating segments shared similar economic and qualitative characteristics, it aggregated two of the operating segments into one reportable segment. Though the reportable segments did not change from that disclosed in 2025, the change in operating segments caused a change in presentation and the disclosures for 2025 in Notes 3 and 12 have been recast on this basis.

Note 2: Acquisition

On April 30, 2026, the Company acquired Spire Marketing LLC (previously known as Spire Marketing Inc.), a business engaged in natural gas marketing activities, for $215.0 million in cash, subject to customary purchase price adjustments. The acquisition is expected to broaden the Company's marketing capabilities and customer reach. The Company is in the process of determining the acquisition-date fair values of identifiable tangible and intangible assets acquired and liabilities assumed. As the evaluation is ongoing, the Company has not yet completed the allocation of the purchase price. The final purchase price allocation may result in the recognition of goodwill to the extent the consideration transferred exceeds the fair value of identifiable net assets acquired.

Note 3: Revenues

The Company contracts directly with end-use customers, including electric power generators, local distribution companies, industrial and petrochemical users and exporters of liquefied natural gas. The Company also contracts with other customers, including producers and marketers of natural gas and interstate and intrastate pipelines, who, in turn, provide transportation and storage services for end-users. The following tables present the Company's revenues disaggregated by type of service by segment (in millions):


	For the Three Months Ended March 31, 2026
	Natural Gas		Natural Gas Liquids		Total
Revenues from Contracts with Customers
Firm Service (1)	$	405.9	$	134.3	$	540.2
Interruptible Service	21.9		—		21.9
Other revenues	2.7		46.9		49.6
Total Revenues from Contracts with Customers	430.5		181.2		611.7
Other operating revenues (2)	2.3		9.1		11.4
Total Operating Revenues	$	432.8	$	190.3	$	623.1

(1)Revenues earned from contracts with minimum volume commitments (MVCs) are included in firm service given the stand-ready nature of the performance obligation and the guaranteed nature of the fees over the contract term.

(2)Other operating revenues include certain revenues earned from operating leases, pipeline management fees and other activities that are not considered central and ongoing major business operations of the Company and do not represent revenues earned from contracts with customers.


	For the Three Months Ended March 31, 2025
	Natural Gas		Natural Gas Liquids		Total
Revenues from Contracts with Customers
Firm Service (1)	$	393.3	$	152.8	$	546.1
Interruptible Service	13.0		—		13.0
Other revenues	3.2		46.2		49.4
Total Revenues from Contracts with Customers	409.5		199.0		608.5
Other operating revenues (2)	1.2		8.9		10.1
Total Operating Revenues	$	410.7	$	207.9	$	618.6

(1)Revenues earned from contracts with MVCs are included in firm service given the stand-ready nature of the performance obligation and the guaranteed nature of the fees over the contract term.

Contract Balances

As of March 31, 2026, and December 31, 2025, the Company had receivables recorded in Trade Receivables, net from contracts with customers of $220.1 million and $220.5 million, contract assets recorded in Other Assets from contracts with a customer of $11.4 million and $11.9 million, and contract liabilities recorded in Other Current Liabilities (current portion) and Other Liabilities (noncurrent portion) from contracts with customers of $22.9 million and $19.1 million.

As of March 31, 2026, contract liabilities are expected to be recognized through 2040. Significant changes in the contract liability balances during the three months ended March 31, 2026, were as follows (in millions):


	Contract Liabilities
Balance as of December 31, 2025 (1)	$	19.1
Revenues recognized that were included in the contract liability balances at the beginning of the period	(1.4)
Increases due to cash received, excluding amounts recognized as revenues during the period	5.2
Balance as of March 31, 2026 (1)	$	22.9

(1)As of March 31, 2026, and December 31, 2025, $7.7 million and $3.9 million were recorded in Other Current Liabilities (current portion), and $15.2 million was recorded in Other Liabilities (noncurrent portion).

Significant changes in the contract liability balances during the three months ended March 31, 2025, were as follows (in millions):


	Contract Liabilities
Balance as of December 31, 2024 (1)	$	17.9
Revenues recognized that were included in the contract liability balances at the beginning of the period	(0.6)
Increases due to cash received, excluding amounts recognized as revenues during the period	2.1

Balance as of March 31, 2025 (1)	$	19.4

(1)As of March 31, 2025, and December 31, 2024, $3.8 million and $1.8 million were recorded in Other Current Liabilities (current portion), and $15.6 million and $16.1 million were recorded in Other Liabilities (noncurrent portion).

Performance Obligations

The following table includes estimated operating revenues expected to be recognized in the future related to agreements that contain performance obligations that were unsatisfied as of March 31, 2026. The amounts presented primarily consist of fixed fees or MVCs which are typically recognized over time as the performance obligation is satisfied, in accordance with firm service contracts, or at a point in time as guaranteed minimum fees associated with the performance obligation are satisfied under certain ethane supply contracts. For the Company's customers that are charged maximum tariff rates related to its Federal Energy Regulatory Commission regulated operating subsidiaries, the amounts below reflect the current tariff rate for such services for the term of the agreements; however, the tariff rates may be subject to future adjustments. The Company has elected to exclude the following from the table: (a) unsatisfied performance obligations from usage fees associated with its firm services because of the variable nature of such services; (b) unsatisfied performance obligations from the ethane commodity indexed portion of ethane supply contracts because of the variable nature of ethane prices; and (c) consideration in contracts that is recognized in revenue as invoiced, such as for interruptible services. The estimated revenues reflected in the table include estimated revenues that are anticipated under executed precedent or long-term firm transportation agreements for growth projects that are contingent upon, among other things, receipt of required regulatory approvals and permits and are subject to construction risk.


	In millions
	2026 (1)		2027		Thereafter		Total

Estimated revenues from contracts with customers from unsatisfied performance obligations as of March 31, 2026	$	1,187.0	$	1,422.0	$	16,970.0	$	19,579.0
Operating revenues which are fixed and determinable (operating leases)	21.0		27.5		108.5		157.0
Total projected operating revenues under committed firm agreements as of March 31, 2026 (2)	$	1,208.0	$	1,449.5	$	17,078.5	$	19,736.0

(1)The 2026 period is for the remaining nine months ending December 31, 2026. For the three months ended March 31, 2026, the Company recognized $445.4 million of fixed fee revenues for the fulfillment of performance obligations.

(2)The estimated revenues from contracts with customers from unsatisfied performance obligations as of March 31, 2026, that are anticipated under executed precedent or long-term firm transportation agreements associated with the Company's growth projects are $9.5 billion.

Note 4: Gas and NGLs Stored Underground and Gas and NGLs Receivables and Payables

The operating subsidiaries of the Company 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 or NGLs held by the Company in providing these services, the Company does not record the related gas or NGLs on the Condensed Consolidated Balance Sheets.

The operating subsidiaries of the Company also periodically lend gas to customers under PAL and certain firm services, and lend ethylene to customers under exchange agreements, and gas or NGLs may be owed to the Company's operating subsidiaries as a result of transportation imbalances. As of March 31, 2026, the amount of gas owed to the Company's operating subsidiaries due to gas imbalances and gas loaned under PAL and certain firm service agreements was approximately 27.7 trillion British thermal units (TBtu). Assuming an average market price during March 2026 of $2.83 per million British thermal unit (MMBtu), the market value of that gas was approximately $78.4 million. As of December 31, 2025, the amount of gas owed to the Company's operating subsidiaries due to gas imbalances and gas loaned under PAL and certain firm service agreements was approximately 13.1 TBtu. Assuming an average market price during December 2025 of $3.90 per MMBtu, the market value of that gas was approximately $51.1 million. As of March 31, 2026, and December 31, 2025, there were no outstanding NGLs imbalances owed to the Company's operating subsidiaries and there were no amounts of ethylene owed to the Company's operating subsidiaries under exchange agreements.

Note 5: Fair Value

Financial Assets and Liabilities

The methods and assumptions used in estimating the fair value amounts included in the disclosures for financial assets and liabilities are consistent with those disclosed in the Company's 2025 Annual Report on Form 10-K.

The carrying amounts and estimated fair values of the Company's financial assets and liabilities which were not recorded at fair value on the Condensed Consolidated Balance Sheets, were as follows (in millions):


As of March 31, 2026				Estimated Fair Value
Financial Assets	Carrying Amount			Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	329.6		$	329.6	$	—	$	—	$	329.6
Financial Liabilities
Long-term debt	$	3,236.2	(1)	$	—	$	3,187.5	$	—	$	3,187.5

(1)The carrying amount of long-term debt excluded $5.2 million of unamortized debt issuance costs.


As of December 31, 2025				Estimated Fair Value
Financial Assets	Carrying Amount			Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	499.2		$	499.2	$	—	$	—	$	499.2
Short-term investments	351.3			351.4		—		—		351.4
Financial Liabilities
Debt, current and long-term	$	3,785.2	(1)	$	—	$	3,786.5	$	—	$	3,786.5

(1)The carrying amount of debt excluded a $1.7 million long-term finance lease obligation and $5.5 million of unamortized debt issuance costs.

Note 6: Commitments and Contingencies

Legal Proceedings and Settlements

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

Mishal and Berger Litigation

On May 25, 2018, plaintiffs Tsemach Mishal and Paul Berger (on behalf of themselves and the purported class, Plaintiffs) initiated a purported class action in the Court of Chancery of the State of Delaware (the Trial Court) against the following defendants: the Company, Boardwalk GP, LP (Boardwalk GP), Boardwalk GP, LLC and BPHC (together, Defendants), regarding the potential exercise by Boardwalk GP of its right to purchase the issued and outstanding common units of the Company not already owned by Boardwalk GP or its affiliates (Purchase Right).

On June 25, 2018, Plaintiffs and Defendants entered into a Stipulation and Agreement of Compromise and Settlement, subject to the approval of the Trial Court (the Proposed Settlement). Under the terms of the Proposed Settlement, the lawsuit would be dismissed, and related claims against the Defendants would be released by the Plaintiffs, if BPHC, the sole member of the general partner of Boardwalk GP, elected to cause Boardwalk GP to exercise its Purchase Right for a cash purchase price, as determined by the Company's Third Amended and Restated Agreement of Limited Partnership, as amended (the Limited Partnership Agreement), and gave notice of such election as provided in the Limited Partnership Agreement within a period specified by the Proposed Settlement. On June 29, 2018, Boardwalk GP elected to exercise the Purchase Right and gave notice within the period specified by the Proposed Settlement. On July 18, 2018, Boardwalk GP completed the purchase of the Company's common units pursuant to the Purchase Right.

On September 28, 2018, the Trial Court denied approval of the Proposed Settlement. On February 11, 2019, a substitute verified class action complaint was filed in this proceeding, which, among other things, added Loews as a Defendant. The Defendants filed a motion to dismiss, which was heard by the Trial Court in July 2019. In October 2019, the Trial Court ruled on the motion and granted a partial dismissal, with certain aspects of the case proceeding to trial. A trial was held the week of February 22, 2021, and post-trial oral arguments were held on July 14, 2021.

On November 12, 2021, the Trial Court issued a ruling in the case. The Trial Court held that Boardwalk GP breached the Limited Partnership Agreement and found that Boardwalk GP was liable to the Plaintiffs for approximately $690.0 million in damages, plus pre-judgment interest (approximately $166.0 million), post-judgment interest and attorneys' fees. The Trial Court's ruling and damages award was against Boardwalk GP, and not the Company or its subsidiaries.

The Defendants believed that the Trial Court ruling included factual and legal errors. Therefore, on January 3, 2022, the Defendants appealed the Trial Court's ruling to the Supreme Court of the State of Delaware (the Supreme Court). On January 17, 2022, the Plaintiffs filed a cross-appeal to the Supreme Court contesting the calculation of damages by the Trial Court. Oral arguments were held on September 14, 2022, and on December 19, 2022, the Supreme Court reversed the Trial Court's ruling and remanded the case to the Trial Court for further proceedings related to claims not decided by the Trial Court's ruling. Briefing by the parties at the Trial Court on the remanded issues was completed in September 2023. A hearing on the remanded issues was held at the Trial Court in April 2024. In September 2024, the Trial Court ruled in favor of the Defendants on all of the remanded issues.

On October 21, 2024, the Plaintiffs appealed the Trial Court's ruling on the remanded issues to the Supreme Court. Briefing on this appeal was completed in March 2025 and a hearing on this appeal occurred in June 2025. On December 10, 2025, the Supreme Court affirmed in part and reversed in part the Trial Court's ruling. In its decision, the Supreme Court found that Boardwalk GP had breached the Limited Partnership Agreement in its exercise of the Purchase Right. In its 2022 decision, the Supreme Court had previously determined that Boardwalk GP was exculpated from damages. The remaining claims that have been remanded by the Supreme Court to the Trial Court for further proceedings are tortious interference and unjust enrichment claims related to the exercise of the Purchase Right against the non-Boardwalk GP defendants.

Louisiana Department of Wildlife and Fisheries (Department) Litigation

Gulf South Pipeline Company, LLC (Gulf South), among other energy companies, has been named as a defendant in an action filed by the Department. The case was filed in the state district court for LaFourche Parish, Louisiana, on October 11, 2022 (Case No. C-145860). In this lawsuit, the Department alleges that Gulf South's operations in the Point-aux-Chenes Wildlife Management Area wetlands have contributed to hydrological changes and widening canals. The Department's claims include negligence, nuisance, breach of contract, tort and unfair trade practices. Discovery is ongoing, and the Department has issued expert reports, which include their damages models.

Gulf South has been named as a defendant in several suits in the State of Louisiana that are similar in nature to the Department litigation discussed above. These cases were filed in Louisiana state courts and discovery is ongoing.

Commitments for Construction

The Company's future capital commitments are comprised of binding commitments under purchase orders for materials ordered but not received. As of March 31, 2026, the commitments totaled approximately $466.8 million, which are expected to be settled through 2028.

Note 7: Financing

Notes and Debentures

As of March 31, 2026, and December 31, 2025, the Company had principal amounts of notes and debentures outstanding of $3.3 billion and $3.8 billion, with weighted-average interest rates of 4.83% and 5.03%.

The indentures governing the notes and debentures have restrictive covenants which provide that, with certain exceptions, neither the Company 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 of the Company's debt obligations are unsecured. As of March 31, 2026, the Company and its subsidiaries were in compliance with their covenants under the indentures.

Redemption of Notes

On March 1, 2026, the Company redeemed the outstanding $550.0 million aggregate principal amount of Boardwalk Pipelines 5.95% notes due June 1, 2026, at a redemption price equal to par plus unpaid and accrued interest. The redemption was funded from the net proceeds of the November 2025 issuance of $550.0 million Boardwalk Pipelines 5.375% notes due 2036.

Revolving Credit Facility

As of March 31, 2026, and December 31, 2025, the Company had no outstanding borrowings under its revolving credit facility and had the full borrowing capacity of $1.0 billion available. The Company and its subsidiaries were in compliance with the covenants under the revolving credit facility as of March 31, 2026.

Note 8: Leases

In March 2026, the Company entered into a fifteen-year lease for a new Houston, Texas, office location and extended its Owensboro, Kentucky, office building lease to 2038. Both leases were determined to be operating leases. As of March 31, 2026, a right of use asset of $59.3 million and lease liability of $60.5 million were recorded related to these operating leases. These operating leases will add $6.7 million of annual operating lease cost, which will be recorded in Administrative and general expense.

Note 9: Employee Benefits

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

Components of net periodic benefit cost for both the Retirement Plans and PBOP were as follows (in millions):


	Retirement Plans				PBOP
	For the Three Months Ended March 31,				For the Three Months Ended March 31,
	2026		2025		2026		2025
Service cost	$	0.4	$	0.5	$	—	$	—
Interest cost	0.9		1.0		0.4		0.3
Expected return on plan assets	(1.0)		(1.1)		(0.7)		(0.7)


Settlement charge	0.1		0.3		—		—
Amortization of prior service cost	—		—		0.4		—

Net periodic benefit cost (credit)	$	0.4	$	0.7	$	0.1	$	(0.4)

During the three months ended March 31, 2026, the Company made $0.9 million in contributions to the defined benefit pension plan and expects to fund an additional $2.1 million in the remainder of 2026.

Defined Contribution Plan

Texas Gas Transmission, LLC employees hired on or after November 1, 2006, and all other employees of the Company are provided retirement benefits under a defined contribution plan, which also provides 401(k) plan benefits to its participants. Costs related to the Company's defined contribution plan were $4.1 million and $3.8 million for the three months ended March 31, 2026 and 2025.

Note 10: Related Party Transactions

Loews provides a variety of corporate services to the Company under service agreements, including risk management, finance and accounting, legal, tax and corporate development services, and charges the Company for allocated overheads. The Company incurred charges related to these services of $1.6 million and $1.5 million for the three months ended March 31, 2026 and 2025, which were recorded in Administrative and general on the Condensed Consolidated Statements of Income.

Total distributions paid to BPHC and Boardwalk GP were $75.0 million for each of the three months ended March 31, 2026 and 2025.

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


	For the Three Months Ended March 31,
	2026		2025
Cash paid during the period for:
Interest (net of amount capitalized)	$	61.6	$	48.1
Non-cash investing activities:
Accounts payable and property, plant and equipment	86.0		26.1
Right-of-use asset obtained in exchange for lease obligations	56.2		0.1

Note 12: Reportable Segments

The Company has two reportable segments, Natural Gas and Natural Gas Liquids, which comprise 100% of the Company's operating revenues. The CODM uses earnings before interest, income taxes, depreciation and amortization (EBITDA) to assess each of the Company's segments performance and to determine how to allocate resources. The CODM uses this measure, together with other non-financial measures, when assessing performance of the Company and establishing management's compensation. The Company provides segment expenses to its CODM on the same basis as the expenses are provided in the Company's income statement and used to calculate EBITDA. Refer to the Company's 2025 Annual Report on Form 10-K and Note 1 of this Quarterly Report on Form 10-Q for further information.

The tables below show financial information by segment (in millions):


	For the Three Months Ended March 31, 2026
	Natural Gas		Natural Gas Liquids		Total
Revenue from external customers	$	432.8	$	190.3	$	623.1

Less:
Costs associated with service revenues	$	2.8	$	4.9
Costs associated with product sales	—		108.5
Operation and maintenance	50.0		10.1
Administrative and general	46.9		6.5
Taxes other than income taxes	32.5		3.2
Gain on sale of assets, impairments and other	(0.4)		—
Miscellaneous other income, net	(1.9)		—
Segment EBITDA	$	302.9	$	57.1	$	360.0

Reconciliation of profit or loss:


Depreciation and amortization					$	109.9
Interest expense					43.2
Interest income					(5.4)
Consolidated income before income taxes					$	212.3


	For the Three Months Ended March 31, 2025
	Natural Gas		Natural Gas Liquids		Total
Revenue from external customers	$	410.7	$	207.9	$	618.6

Less:
Costs associated with service revenues	$	3.7	$	4.3
Costs associated with product sales	—		122.9
Operation and maintenance	47.8		10.4
Administrative and general	41.8		6.5
Taxes other than income taxes	28.9		3.4
Gain on sale of assets, impairments and other	(1.0)		—
Miscellaneous other income, net	(1.1)		(0.1)
Segment EBITDA	$	290.6	$	60.5	$	351.1

Reconciliation of profit or loss:
Depreciation and amortization					$	105.5
Interest expense					39.5
Interest income					(1.0)
Consolidated income before income taxes					$	207.1

Segment assets include Property, plant, and equipment – net, Intangible assets – net of accumulated amortization and Goodwill. The following table reflects segment assets (in millions):


	As of March 31, 2026		As of December 31, 2025
Natural Gas	$	7,664.4	$	7,591.2
Natural Gas Liquids	1,474.5		1,483.8
Total Segment Assets	$	9,138.9	$	9,075.0

The following table reflects capital expenditures by segment (in millions):


	For the Three Months Ended March 31,
	2026		2025
Natural Gas	$	138.4	$	42.8
Natural Gas Liquids	5.2		8.8
Total	$	143.6	$	51.6

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 (GAAP), 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, 2025 (2025 Annual Report on Form 10-K).

We operate in the midstream portion of the natural gas and natural gas liquids, olefins and other hydrocarbons industry, providing transportation and storage for those commodities. We also provide ethane supply and transportation services for petrochemical customers in Louisiana and Texas.

Current Growth Projects

We regularly review opportunities to expand our existing facilities and footprint to meet growing demand for transportation and storage services. The recent growth of liquefied natural gas export and power generation demand has led to the announcement of additional growth projects for us. Through the date of this filing, we have growth projects for which we have executed precedent or long-term firm transportation agreements that are expected to increase capacity on our pipeline systems by an aggregate of 4.2 billion cubic feet per day (Bcf/d) and our storage working gas capacity by 10 Bcf at an expected aggregate cost of approximately $3.2 billion and are scheduled to be completed through 2030. As of March 31, 2026, we have spent $245.1 million on these growth projects. These projects remain contingent upon, among other things, the receipt of required regulatory approvals and permits and are subject to construction risk.

These projects have lengthy planning and construction periods and, as a result, will not contribute to our earnings and cash flows until they receive the required regulatory approvals and permits and are constructed and placed into service over the next several years. Refer to Liquidity and Capital Resources of this Quarterly Report on Form 10-Q for further discussion of capital expenditures and financing. Our cost and timing estimates for these projects are based on a variety of inputs such as contractor indicative bids, quotes on materials and internally-developed financial models, metrics and timelines and are subject to a variety of risks and uncertainties, including obtaining timely regulatory and permit approvals and the cost thereof, adverse weather conditions during construction, our ability to acquire and the cost of obtaining rights to construct and operate on land not owned by us, delays in obtaining and shortages and price increases for key materials (including pipe, compressor facilities and related equipment), tariff implications and shortages and increased costs of qualified labor. Factors in the estimates include, among other things, those related to pipeline costs based on mileage, size and type of pipe, materials, including compressors and related equipment, land, engineering and construction costs and timely receipt of all necessary permits and approvals. Actual costs and timing of in-service dates for our growth projects may differ, perhaps materially, from our estimates. In addition, failure to timely meet development milestones may result in, among other things, contractual counterparties having the ability to terminate contracts with us. Refer to Part I, Item 1. Business and Part I, Item 1A. Risk Factors of our 2025 Annual Report on Form 10-K for project descriptions and additional risks associated with our growth projects and the related financing.

Our more significant growth projects are listed below:

Expected in-service date

Expected incremental capacity added to system
(Bcf/d)

Eunice - Iowa(1)

Third quarter 2026

0.1

Carnation Project(2)

Fourth quarter 2027

0.2

Northeast Texas Power Plant Project(3)

Fourth quarter 2027

0.3

Kosciusko Junction project (3)

First half 2028

1.2

Ohio Power Plant Project(3)

First half 2028

0.3

Southeast Compression for Utility Reliability Expansion project (3)

First half 2028

0.3

Parks Line Upgrade and Sorrento Station Project(4)

First half 2028

0.2

Texas Gateway Project(3)

Second half 2029

1.5

Petal Gas Storage Expansion(5)

Second half 2030

(5)

(1)This project has received approval from the Federal Energy Regulatory Commission (FERC) and is in construction.

(2)This project remains subject to FERC approval and receipt of environmental permits and authorizations.

(3)These projects remain subject to FERC approval, acquisition of land rights, and receipt of environmental permits and authorizations.

(4)This project received FERC approval in December 2025 and is expected to start construction in the first half of 2026.

(5)This project remains subject to FERC approval and is expected to add 10 Bcf of storage working gas capacity.

Refer to Current Growth Projects in Part I, Item 1. of our 2025 Annual Report on Form 10-K for further discussion of our significant growth projects. Our growth projects include $9.5 billion of estimated revenues that are anticipated under executed precedent or long-term firm transportation agreements for growth projects that are contingent upon, among other things, receipt of required regulatory approvals and permits and are subject to construction risk.

In addition to growth projects for which we have executed precedent agreements, we regularly consider other potential growth projects at earlier stages of development, and we are currently evaluating additional growth projects involving substantial capital commitments. We may from time to time make public disclosures regarding these potential projects, for instance, through announcements of open seasons for potential future capacity. In addition to the risks, uncertainties and contingencies described above regarding the growth projects for which we have executed precedent agreements, these potential growth projects at earlier stages of development are subject to a variety of additional risks and uncertainties as we have not reached final investment decisions or secured executed precedent agreements for them. Therefore, these potential growth projects at earlier stages of development may not be consummated as contemplated in any such public disclosures or at all.

Consolidated Results of Operations

Note 2 in Part II, Item 8. of our 2025 Annual Report on Form 10-K contains a summary of our revenue contracts and the related revenue recognition policies. A significant portion of our revenues are fee-based, being derived from capacity reservation charges under firm agreements with customers, which do not vary significantly period to period, but are impacted by longer-term trends in our business, such as changes in pricing on contract renewals and other factors as discussed in our 2025 Annual Report on Form 10-K. The pricing contained in the purchase and sales agreements associated with our ethane supply services is generally based on the same ethane commodity index, plus a fixed delivery fee. As a result, except for possible timing differences that may occur when volumes are purchased in one month and sold in another month, our ethane supply services, like our other businesses, have little to no direct commodity price exposure. Our operating costs and expenses do not vary significantly based upon the volume of products transported, with the exception of costs recorded in Costs associated with service revenues. Our operation and maintenance expenses are impacted by our compliance with the requirements of, among other regulations, pipeline integrity maintenance regulations and our efforts to monitor, control and reduce emissions, as further discussed in our 2025 Annual Report on Form 10-K.

We use earnings before interest, income taxes, depreciation and amortization (EBITDA), a measure not included in GAAP, as a financial measure to assess our operating and financial performance and return on invested capital. We believe that some investors may find this measure useful in evaluating our performance as EBITDA is a commonly used metric within the midstream industry.

The following table presents a reconciliation of net income to EBITDA (in millions):


	For the Three Months Ended March 31,
	2026		2025
Net income	$	211.7	$	206.6
Income taxes	0.6		0.5
Depreciation and amortization	109.9		105.5
Interest expense	43.2		39.5
Interest income	(5.4)		(1.0)
EBITDA	$	360.0	$	351.1

For the Three Months Ended March 31, 2026 and 2025

Our net income for the three months ended March 31, 2026, increased $5.1 million, or 2%, to $211.7 million compared to $206.6 million for the three months ended March 31, 2025. Our EBITDA increased $8.9 million, or 3%, to $360.0 million for the same period. Our net income and EBITDA increased primarily due to the factors discussed below.

Operating revenues for the three months ended March 31, 2026, increased $4.5 million, or 1%, to $623.1 million compared to $618.6 million for the three months ended March 31, 2025. Our transportation revenues increased $15.1 million, primarily due to higher contracting rates and higher utilization-based revenue. Our storage, parking and lending (PAL) revenues increased $15.6 million due to favorable market conditions which allowed for contracting at higher rates. These increases were partially offset by decreased product sales revenues of $28.6 million primarily due to lower volumes for our ethane supply services and other product sales.

Operating costs and expenses for the three months ended March 31, 2026, increased $0.7 million, or less than 1%, to $374.9 million compared to $374.2 million for the three months ended March 31, 2025, primarily from: higher employee-related and outside services costs, increased depreciation and amortization expense, and higher property taxes due to higher assessments, partially offset by lower product costs associated with lower ethane product sales.

Our interest income and expense for the three months ended March 31, 2026, as compared to the same period in the prior year, were impacted by the following items:

•increased interest expense of $3.7 million due to the pre-financing of a June 2026 debt maturity that was redeemed in March 2026; and

•increased interest income of $4.4 million due to income earned from cash invested in short-term investments and money market funds.

Segment Results

We report our operations under two business segments: Natural Gas and Natural Gas Liquids. Management uses Segment EBITDA as a basis to assess segment financial performance and allocate resources, which financial information is contained in Note 12 in Part I, Item 1. of this Quarterly Report on Form 10-Q.

The following table provides our Total Segment EBITDA and a reconciliation to EBITDA (in millions):


	For the Three Months Ended March 31,
	2026		2025
Natural Gas	$	302.9	$	290.6
Natural Gas Liquids	57.1		60.5
Total Segment EBITDA	$	360.0	$	351.1

EBITDA (1)	$	360.0	$	351.1

(1)Refer to the reconciliation of net income to EBITDA in the table under Consolidated Results of Operations.

For the Three Months Ended March 31, 2026 and 2025

Natural Gas Segment

The Natural Gas segment's operating revenues for the three months ended March 31, 2026, increased $22.1 million or 5%, to $432.8 million, compared to $410.7 million for the three months ended March 31, 2025. Segment operating costs and expenses increased $9.8 million for the three months ended March 31, 2026, or 8%, to $129.9 million, compared to $120.1 million for the three months ended March 31, 2025. EBITDA increased by $12.3 million to $302.9 million for the same period.

EBITDA for the three months ended March 31, 2026, as compared to the same period in the prior year, was primarily impacted by the following items:

•transportation revenues increased by $8.3 million primarily due to higher contracting rates, recently completed growth projects and higher utilization-based revenue;

•storage and PAL revenues increased by $14.5 million primarily due to favorable market conditions which allowed for contracting at higher rates;

•administrative and general costs increased by $5.1 million primarily due to higher employee-related and outside service costs; and

•other taxes increased by $3.6 million primarily due to higher property tax assessments and an increased asset base.

Natural Gas Liquids Segment

The Natural Gas Liquids segment's operating revenues for the three months ended March 31, 2026, decreased $17.6 million, or 9%, to $190.3 million compared to $207.9 million for the three months ended March 31, 2025. Segment operating costs and expenses decreased $14.2 million for the three months ended March 31, 2026, or 10%, to $133.2 million, compared to $147.4 million for the three months ended March 31, 2025. EBITDA decreased by $3.4 million to $57.1 million for the same period.

EBITDA for the three months ended March 31, 2026, as compared to the same period in the prior year, was primarily impacted by the following items:

•transportation revenues increased by $6.8 million primarily due to higher volumes;

•product costs related to propane and ethylene sales increased by $15.2 million, partially offset by higher propane and ethylene product sales of $6.6 million; and

•for our ethane supply services, ethane product sales decreased by $32.9 million primarily due to lower volumes, partially offset by lower product costs related to ethane product sales of $29.5 million.

Liquidity and Capital Resources

We believe that our existing capital resources, including our cash and cash equivalents, revolving credit facility and our cash flows from operating activities, will be adequate to fund our anticipated obligations over the next twelve months. During the first quarter 2026, we filed a $3.5 billion shelf registration statement with the Securities and Exchange Commission (SEC), under which we may publicly issue debt securities, warrants or rights from time to time, which was declared effective on March 19, 2026. On March 1, 2026, we redeemed the outstanding $550.0 million aggregate principal amount of Boardwalk Pipelines 5.95% notes due June 1, 2026, at a redemption price equal to par plus unpaid and accrued interest. The redemption was funded from the proceeds of the $550.0 million aggregate principal amount of Boardwalk Pipelines 5.375% notes due 2036 issued in November 2025. In the first quarter 2026, we paid total distributions of $75.0 million to Boardwalk GP, LP and Boardwalk Pipelines Holding Corp., and paid $215.0 million in April 2026 to acquire Spire Marketing LLC (previously known as Spire Marketing Inc.). Refer to Notes 2 and 7 in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information.

Capital Expenditures

As described in Current Growth Projects, we are currently engaged in growth projects for which we have executed precedent or long-term firm transportation agreements. Through the date of this filing, the expected aggregate cost associated with these agreements is approximately $3.2 billion, which is expected to be spent through 2030. As of March 31, 2026, we have spent $245.1 million on these growth projects. The majority of the capital expenditures for each of these projects is expected to be spent upon receiving FERC approval to begin construction, which is generally 12-18 months prior to the project's expected in-service date. We are also evaluating additional growth projects involving substantial capital commitments. We expect to finance our growth projects through a combination of operating cash flows and the issuance of long-term debt, including borrowings under our revolving credit facility. Our cost and timing estimates for our growth projects are subject to a variety of risks and uncertainties, and are based on the factors described in Current Growth Projects. Actual costs and timing of in-service dates for our growth projects may differ, perhaps materially, from our estimates. Refer to Part I, Item 1A. Risk Factors of our 2025 Annual Report on Form 10-K for additional risks associated with our growth projects and the related financing.

The nature of our existing growth projects will require us to enhance or modify our existing assets to accommodate increased operating pressures or changing flow patterns. We consider capital expenditures associated with the modification or enhancement of existing assets in the context of a growth project to be growth capital to the extent that the modification would not have been made in the absence of the growth project without regard to the condition of the existing assets.

Maintenance capital expenditures for the three months ended March 31, 2026 and 2025, were $34.1 million and $35.8 million. Growth capital expenditures for the three months ended March 31, 2026 and 2025, were $109.5 million and $15.8 million.

Guarantee of Securities of Subsidiaries

Our debt is primarily issued at Boardwalk Pipelines, LP (Boardwalk Pipelines), our wholly owned subsidiary, although we have historically also issued debt at our operating subsidiaries. As of March 31, 2026, all of the outstanding notes issued by Boardwalk Pipelines (Subsidiary Issuer) and the full amount of the revolving credit facility were guaranteed by us (Parent Guarantor). The purpose of the guarantees is to help simplify our reporting and capital structure.

We guarantee amounts borrowed under the revolving credit facility, but any amounts borrowed under the revolving credit facility are not subject to the reporting requirements of Rule 13-01 of Regulation S-X (Rule 13-01). As of March 31, 2026, there were no outstanding borrowings under the revolving credit facility. The following table identifies our principal amounts outstanding for the debt that is subject to the disclosure rules of Rule 13-01 (in millions):


	As of March 31, 2026
Principal amounts guaranteed by Boardwalk Pipeline Partners and subject to Rule 13-01 (1)	$	3,150.0
Principal amounts not guaranteed (2)	100.0
Other (3)	(19.0)
Total debt	$	3,231.0

(1)This represents principal amounts of all outstanding debt at Boardwalk Pipelines subject to the disclosure rules of Rule 13-01 (the Guaranteed Notes).

(2)This represents principal amounts of outstanding debt at Texas Gas Transmission, LLC.

(3)This represents amounts related to unamortized debt discount and issuance costs.

The Guaranteed Notes are fully and unconditionally guaranteed by the Parent Guarantor on a senior unsecured basis. The guarantees of the Guaranteed Notes rank equally with all of our existing and future senior debt, including our guarantee of indebtedness under our revolving credit facility. The guarantees will be effectively subordinated in right of payment to all of our future secured debt to the extent of the value of the assets securing such debt. There are no restrictions on the Subsidiary Issuer's ability to pay dividends or make loans to the Parent Guarantor. The guaranteed obligations will be terminated with respect to any series of notes if that series has been discharged or defeased.

Our operating assets, operating liabilities, operating revenues, expenses and other comprehensive income either exist at or are generated by our operating subsidiaries. The Parent Guarantor and the Subsidiary Issuer have no material assets, liabilities or operations independent of their respective financing activities, which includes the Guaranteed Notes and interest expense of $42.9 million for the three months ended March 31, 2026, and includes advances to and from each other, operating lease right of use assets related to an office building and their investments in the operating subsidiaries. For these reasons, we meet the criteria in Rule 13-01 to omit the summarized financial information from our disclosures.

Contractual Obligations

Our future principal payments associated with our outstanding debt obligations were $3.3 billion and $3.8 billion as of March 31, 2026, and December 31, 2025. Additionally, as of March 31, 2026, we have future capital commitments comprised of binding commitments under purchase orders for materials ordered but not received totaling approximately $466.8 million, which are expected to be settled through 2028. Refer to Notes 6 and 7 in Part I, Item 1. of this Quarterly Report on Form 10-Q and Note 11 in Part II, Item 8. of our 2025 Annual Report on Form 10-K for more information on our future capital commitments, financing activities and debt obligations.

Critical Accounting Estimates and Policies

Certain amounts included in or affecting our unaudited condensed consolidated financial statements and related disclosures must be estimated, requiring us to make certain judgments and 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 reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in our condensed consolidated financial statements. We review our estimates and assumptions on an ongoing basis, utilizing historical experience, consultation with third parties and other methods we consider reasonable. Nevertheless, actual results may differ materially 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 2026, there have been no significant changes to our critical accounting policies, judgments or estimates from those disclosed in our 2025 Annual Report on Form 10-K.

Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q, as well as some statements in our other filings with the SEC and periodic press releases and some statements made by our officials, us and our subsidiaries in presentations about us, are "forward-looking." Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance, intentions or achievements, and may contain the words "expect," "intend," "plan," "anticipate," "estimate," "believe," "will likely result" and similar expressions. In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects and possible actions by us 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, which could cause actual results to differ materially from those anticipated or projected. These include, among others, the impacts of legislative and regulatory initiatives, including tariffs, or the implementation thereof, our ability to complete growth projects that we have commenced or will

commence at budgeted amounts and within the projected timeframes, the costs of maintaining and ensuring the integrity and reliability of our pipeline systems, the impacts of climate change, sustainability matters and pipeline safety requirements and initiatives, recontracting at acceptable rates, the risk of a failure in computer systems or cybersecurity attack, successful negotiation, consummation and completion of contemplated transactions, projects and agreements, risks and uncertainties related to the impacts of volatility in energy prices and our exposure to credit risk relating to default or bankruptcy by our customers. 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 they are made 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.

Refer to Part I, Item 1A. of our 2025 Annual Report on Form 10-K for additional risks and uncertainties regarding our forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Refer to Part II, Item 7A. of our 2025 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 Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to allow timely decisions regarding required disclosure and 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 SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2026, 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 March 31, 2026, 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 6 in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously discussed in Part I, Item 1A. of our 2025 Annual Report on Form 10-K.

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						Fourth Amended and Restated Agreement of Limited Partnership of Boardwalk Pipeline Partners, LP dated as of July 19, 2018 (Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K filed on February 13, 2019).
*22.1						Subsidiary Issuers and Guarantors of Registered Securities.
*31.1						Certification of Scott A. Hallam, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended.
*31.2						Certification of Steven A. Barkauskas, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended.
**32.1						Certification of Scott A. Hallam, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2						Certification of Steven A. Barkauskas, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*101.SCH						Inline XBRL Taxonomy Extension Schema Document
*101.CAL						Inline XBRL Taxonomy Calculation Linkbase Document
*101.DEF						Inline XBRL Taxonomy Extension Definitions Document
*101.LAB						Inline XBRL Taxonomy Label Linkbase Document
*101.PRE						Inline XBRL Taxonomy Presentation Linkbase Document
*104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith

SIGNATURE

Pursuant to the requirements 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
May 4, 2026	By:	/s/ Steven A. Barkauskas
		Steven A. Barkauskas Senior Vice President, Chief Financial Officer (Duly authorized officer and principal financial officer)