Boardwalk Pipeline Partners LP

02/10/2026 | Press release | Distributed by Public on 02/10/2026 06:17

Annual Report for Fiscal Year Ending 12-31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
We operate in the midstream portion of the natural gas and NGLs industry, providing transportation and storage for those commodities. We also provide ethane supply and transportation services for petrochemical customers in Louisiana and Texas. Refer to Part I, Item 1. Business, of this Annual Report on Form 10-K for further discussion of our operations and business. We are not in the business of buying and selling natural gas and NGLs other than for system management purposes and to facilitate our ethane supply operations, but changes in natural gas and NGLs prices may impact the volumes of natural gas or NGLs transported and stored by our customers or the ethane supply requirements on our systems. 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. Due to the capital-intensive nature of our business, our operating costs and expenses typically do not vary significantly based upon the volume of products transported, with the exception of fuel consumed at our compressor stations and not included in a fuel tracker. Refer to Part I, Item 1. Business, for further discussion of the services that we offer and our customer mix. Our operations are reported under two business segments: Natural Gas and Natural Gas Liquids.
Firm Agreements
A substantial portion of our transportation and storage capacity is contracted for under firm agreements. For the year ended December 31, 2025, approximately 87% of our revenues were derived from capacity reservation fees under firm contracts or from contracts with MVCs. The table below shows a rollforward of projected operating revenues under committed firm agreements in place as of December 31, 2024, to December 31, 2025, including agreements for transportation, storage, ethane supply and other services, over the remaining term of those agreements (in millions):
Total projected operating revenues under committed firm
agreements as of December 31, 2024
$ 14,184.0
Adjustments for:
Actual revenues recognized from firm agreements in 2025(1)
(1,639.5)
Firm agreements entered into in 2025(2)
7,011.0
Total projected operating revenues under committed firm
agreements as of December 31, 2025
$ 19,555.5
(1)As of December 31, 2024, we expected our 2025 revenues from fixed fees under firm agreements to be approximately $1,512.0 million, including agreements for transportation, storage and other services. Our actual 2025 revenues recognized from fixed fees under firm agreements were approximately $1,639.5 million, an increase of $127.5 million from 2024, primarily resulting from contract renewals at higher rates that occurred in 2025.
(2)During 2025, we entered into approximately $7.0 billion of new firm agreements, of which approximately 82% were associated with new growth projects executed in 2025.
For firm agreements associated with new growth projects, the associated assets may not be placed into commercial service until sometime in the future. The table above includes $9.9 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. Each year, a portion of our firm transportation and storage agreements expire. The rates we are able to charge customers are heavily influenced by market trends (both short and longer term), including the available supply, geographical location of natural gas production, the competition between producing basins, competition with other pipelines for supply and markets, the demand for gas by end-users such as electric power generators (including as a result of increased demand by AI data centers), petrochemical facilities and LNG export facilities and the price differentials between the gas supplies and the market demand for the gas (basis differentials). Refer to Part I, Item 1. Business and Item 1A. Risk Factors of this Annual Report on Form 10-K for further information. As of December 31, 2025, our top ten customers under committed firm agreements comprised approximately 66% of our total projected operating revenues and the credit profile associated with our customers comprising the total projected operating revenues under committed firm agreements was 87% rated as investment grade, 2% rated as non-investment grade and 11% not rated. Note 3 in Part II, Item 8. of this Annual Report on Form 10-K contains more information regarding the revenues we expect to earn from fixed fees under committed firm agreements.
Pipeline System Maintenance and GHG Emission Reduction Initiatives
We incur substantial costs for ongoing maintenance of our pipeline systems and related facilities, including those incurred for pipeline integrity management activities, equipment overhauls, general upkeep and repairs. These costs are not dependent on the amount of revenues earned from our transportation services. PHMSA's regulations require transportation pipeline operators to implement integrity management programs to comprehensively evaluate certain high-risk areas, known as high consequence areas (HCAs) and moderate consequence areas (MCAs), along pipelines and take additional safety measures to protect people and property in these areas. These regulations have resulted in an overall increase in our ongoing maintenance costs, including maintenance capital and maintenance expense. Refer to Part I, Item 1. Government Regulation, for further discussion of these regulations.
Due to the nature of our business, our operations emit various types of GHGs. We seek to monitor our emissions and expect to incur additional costs to mitigate emissions. New legislation or regulations could increase the costs related to operating and maintaining our facilities. Depending on the particular law, regulation or program, we could be required to incur capital expenditures for installing new monitoring equipment or emission controls on our facilities, acquire and surrender allowances for GHG emissions, pay taxes or fees related to GHG emissions and/or administer and manage a more comprehensive GHG emissions program.
We have been focused on seeking to meet and, in certain instances, pursuing projects aimed at exceeding, regulatory obligations (such as those found in the CAA) by working to reduce emissions of regulated air pollutants, including methane, associated with our pipeline transportation and storage assets.
PHMSA regulations and efforts to reduce GHG emissions have caused our capital and operating costs to increase since 2021. Those costs are expected to stabilize for the foreseeable future, though PHMSA regulations and such efforts may cause us to experience operational delays and may result in potential adverse impacts to our ability to grow our business and reliably serve our customers. Additionally, any changes to these regulations could cause our costs to increase in the future. See Part I, Item 1. Business and Item 1A. Risk Factors of this Annual Report on Form 10-K for further information.
Maintenance costs may be capitalized or expensed, depending on the nature of the activities. For any given reporting period, the mix of projects that we undertake will affect the amounts we record as property, plant and equipment on our Consolidated Balance Sheets or recognize as expenses, which impact our earnings. In 2026, we expect to spend approximately $530.0 million to maintain our pipeline systems, comply with regulations and monitor, control and reduce our GHG emissions, of which approximately $225.0 million is expected to be maintenance capital. In 2025, we spent $516.1 million on these matters, of which $194.2 million was recorded as maintenance capital. Refer to Capital Expendituresfor more information regarding certain of our maintenance costs.
Consolidated Results of Operations
Note 2 in Part II, Item 8. of this 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 discussed elsewhere in this 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 this Annual Report on Form 10-K.
We use EBITDA, a measure not included in accounting principles generally accepted in the U.S. (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 Year Ended December 31,
2025 2024
Net income $ 594.7 $ 510.9
Income taxes 1.7 1.1
Depreciation and amortization 438.9 424.8
Interest expense
161.2 182.9
Interest income
(13.8) (31.1)
EBITDA $ 1,182.7 $ 1,088.6
Please refer to the disclosures in this Item 7. and Item 1A. Risk Factors of this Annual Report on Form 10-K of items that have impacted, or could impact in the future, our results of operations.
2025 Compared with 2024
Our net income for the year ended December 31, 2025, increased $83.8 million, or 16%, to $594.7 million compared to $510.9 million for the year ended December 31, 2024. Our EBITDA increased $94.1 million, or 9%, to $1,182.7 million for the same period. Our net income and EBITDA increased primarily due to the factors discussed below.
Operating revenues for the year ended December 31, 2025, increased $277.7 million, or 14%, to $2,305.8 million, compared to $2,028.1 million for the year ended December 31, 2024. Our transportation revenues increased $104.3 million, primarily due to re-contracting at higher rates, recently completed growth projects and higher utilization-based revenue; our storage and PAL revenues increased $35.3 million due to favorable market conditions which allowed for contracting at higher rates; and our product sales revenues increased $137.0 million primarily from higher volumes from the sale of ethane due to a customer outage in 2024, which impacted 2024 volumes, and higher ethane pricing in 2025.
Operating costs and expenses for the year ended December 31, 2025, increased $195.5 million, or 14%, to $1,565.9 million, compared to $1,370.4 million for the year ended December 31, 2024, primarily from: higher product costs associated with increased ethane product sales; higher employee-related and maintenance project costs; increased depreciation and amortization expense; higher property taxes due to higher assessments and an increased asset base; and a 2024 gain from a contract settlement.
Our interest income and expense for the year ended December 31, 2025, as compared to the same period in the prior year, were impacted by the following items:
•decreased interest expense of $21.7 million due to the pre-financing of a December 2024 debt maturity; and
•decreased interest income of $17.3 million due to income earned from cash invested in short-term investments in 2024 from the pre-financing of a December 2024 debt maturity.
Segment Results
We report our operations under two business segments: Natural Gas and Natural Gas Liquids. While our segments provide similar services, their results of operations are primarily organized and managed according to product lines - that of Natural Gas and that of 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 17 in Part II, Item 8. of this Annual Report on Form 10-K.
The following table provides our Total Segment EBITDA and a reconciliation to EBITDA (in millions):
For the Year Ended December 31,
2025 2024
Natural Gas $ 967.1 $ 874.7
Natural Gas Liquids 215.6 213.9
Total Segment EBITDA
$ 1,182.7 $ 1,088.6
EBITDA (1)
$ 1,182.7 $ 1,088.6
(1)Refer to the reconciliation of net income to EBITDA in the table under Consolidated Results of Operations.
2025 Compared with 2024
Natural Gas Segment
The Natural Gas segment's operating revenues for the year ended December 31, 2025, increased $149.4 million, or 10%, to $1,591.5 million, compared to $1,442.1 million for the year ended December 31, 2024. Segment operating costs and expenses increased $57.0 million in 2025, or 10%, to $624.4 million, compared to $567.4 million in 2024. EBITDA increased by $92.4 million to $967.1 million in 2025.
EBITDA for 2025, as compared to 2024, was primarily impacted by the following items:
•transportation revenues increased by $100.5 million primarily due to re-contracting at higher rates, recently completed growth projects and higher utilization-based revenue;
•storage and PAL revenues increased by $47.2 million primarily due to favorable market conditions which allowed for re-contracting at higher rates;
•operation and maintenance costs increased by $20.5 million primarily due to higher maintenance project, employee-related, pipeline legal and utility costs;
•administrative and general costs increased by $11.8 million primarily due to higher employee-related and outside service costs;
•other taxes increased by $8.3 million primarily due to higher property tax assessments and an increased asset base; and
•a 2024 gain from a contract settlement of $6.8 million.
Natural Gas Liquids Segment
The Natural Gas Liquids segment's operating revenues for the year ended December 31, 2025, increased $129.6 million, or 20%, to $765.0 million compared to $635.4 million for the year ended December 31, 2024. Segment operating costs increased $127.9 million in 2025, or 30%, to $549.4 million, compared to $421.5 million in 2024. EBITDA increased by $1.7 million to $215.6 million in 2025.
EBITDA for 2025, as compared to 2024, was primarily impacted by the following items:
•transportation revenues increased by $3.8 million primarily due to higher volumes;
•ethane product sales increased by $144.9 million primarily due to higher volumes, partially offset by increased product costs related to ethane product sales of $137.0 million;
•propane and ethylene product sales decreased by $5.2 million; and
•operation and maintenance costs decreased by $8.9 million primarily due to environmental accruals recorded in 2024 and lower outside service costs.
Liquidity and Capital Resources
We are a partnership holding company and derive all of our operating cash flow from our operating subsidiaries. Our principal sources of liquidity include cash generated from operating activities, our revolving credit facility and debt issuances. Our operating subsidiaries use cash from their respective operations to fund their operating activities and maintenance capital requirements, service their indebtedness and make advances or distributions to Boardwalk Pipelines. Boardwalk Pipelines uses cash provided from the operating subsidiaries and, as needed, borrowings under our revolving credit facility to service outstanding indebtedness and make distributions or advances to us. In 2025, we paid $500.0 million of distributions to BPHC and Boardwalk GP, LP, our general partner.
At December 31, 2025, we had $499.2 million of cash on hand and $351.3 million of short-term investments, no outstanding borrowings under our revolving credit facility, and the full borrowing capacity under our revolving credit facility of $1.0 billion available to us. As of December 31, 2025, we have $5.2 billion of contractual cash payment obligations under firm agreements, of which $4.8 billion represents principal and interest payments related to our debt. We have $550.0 million of 5.95% Notes maturing in June 2026 (2026 Notes). In January 2026, we notified the holders of the 2026 Notes of our intent to redeem the notes on March 1, 2026, at a redemption price equal to par plus accrued and unpaid interest. In November 2025, we issued $550.0 million aggregate principal amount of Boardwalk Pipelines 5.375% notes due February 2036, the proceeds of which will be used to redeem the 2026 Notes. In November 2025, we amended and restated our $1 billion revolving credit facility, extending the term to November 2030. Additionally, as of December 31, 2025, we have future capital commitments comprised of binding commitments under purchase orders for materials ordered but not received totaling approximately $354.5 million, which are expected to be settled through 2028. As of February 6, 2026, we have an effective shelf registration statement on file with the SEC, which expires in September 2026, under which we may publicly issue up to $350.0 million of debt securities, warrants or rights from time to time. We intend to update our shelf registration statement and access the debt markets to fund some or all capital expenditures for growth projects or acquisitions, to refinance maturing debt or for general partnership purposes. We believe that our existing capital resources, including our cash, cash equivalents and short-term investments, revolving credit facility and our cash flows from operating activities, will be adequate to fund our anticipated obligations over the next twelve months. Note 11 in Part II, Item 8. of this Annual Report on Form 10-K contains more information regarding our debt and financing activities and Notes 4 and 5 contain more information about our other commitments.
Credit Ratings
Most of our senior unsecured debt is rated by independent credit rating agencies. The credit ratings affect our ability to access the public and private debt markets, as well as the terms and the cost of our borrowings. Our ability to satisfy financing requirements or fund planned growth capital expenditures will depend upon our future operating performance and our ability to access the capital markets, which are affected by economic factors in our industry as well as other general economic, financial and business factors, some of which are beyond our control. As of February 6, 2026, our credit ratings for our senior unsecured notes (including those issued by Boardwalk Pipelines) and that of our operating subsidiary having outstanding rated debt were as follows:
Rating agency Rating
(Us/Operating
Subsidiary) 		Outlook
(Us/Operating
Subsidiary)
Standard and Poor's
BBB/BBB
Stable/Stable
Moody's Investor Services Baa2/Baa1 Stable/Stable
Fitch Ratings, Inc. BBB/BBB Stable/Stable
Credit ratings reflect the view of a rating agency and are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the rating agency if it determines that the facts and circumstances warrant such a change. Each credit agency's rating should be evaluated independently of any other credit agency's rating.
Guarantee of Securities of Subsidiaries
Our debt is primarily issued at Boardwalk Pipelines, our wholly owned subsidiary, although we have historically also issued debt at our operating subsidiaries. As of December 31, 2025, 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 December 31, 2025, 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 December 31, 2025
Principal amounts guaranteed by Boardwalk Pipeline Partners
and subject to Rule 13-01 (1)
$ 3,700.0
Principal amounts not guaranteed (2)
100.0
Other (3)
(18.6)
Total debt and finance lease obligation $ 3,781.4
(1)This represents principal amounts of all outstanding debt at Boardwalk Pipelines subject to the disclosure rules of Rule 13-01 (the Guaranteed Notes), including $550.0 million of outstanding Guaranteed Notes that have been classified as current.
(2)This represents principal amounts of outstanding debt at Texas Gas.
(3)This represents amounts related to a finance lease and 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 $154.7 million for the year ended December 31, 2025, and includes advances to and from each other, 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.
Capital Expenditures
We expect total capital expenditures to be approximately $845.0 million in 2026, including approximately $225.0 million for maintenance capital and $620.0 million related to growth projects. As described in Current Growth Projectsin Part I, Item 1. Business of this Annual Report on Form 10-K, 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 construction costs associated with these agreements is approximately $3.3 billion, which is expected to be spent through 2030. As of December 31, 2025, we have spent $134.5 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 Projectsin Part I, Item 1. Business of this Annual Report on Form 10-K. 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 this 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 years ended December 31, 2025, 2024 and 2023, were $194.2 million, $202.4 million and $164.5 million. Refer to Pipeline System Maintenance and GHG Emission Reduction Initiativesfor further information about factors impacting our maintenance capital spending.
Growth capital expenditures for the years ended December 31, 2025, 2024 and 2023, were $159.7 million, $190.0 million and $217.9 million. During the year ended December 31, 2023, we acquired Bayou Ethane for $355.0 million.
Critical Accounting Estimates and Policies
Our significant accounting policies are described in Note 2 in Part II, Item 8. of this Annual Report on Form 10-K. The preparation of these consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of this process forms the basis for making judgments about the carrying amounts of assets and liabilities and related disclosures of contingent assets and liabilities that are not readily apparent from other sources. We review our estimates and assumptions on a regular, ongoing basis. Changes in facts and circumstances may result in revised estimates and actual results may differ materially from those 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.
The following accounting policies and estimates are considered critical due to the potentially material impact that the estimates, judgments and uncertainties affecting the application of these policies might have on our reported financial information.
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets acquired and liabilities assumed. Goodwill is tested for impairment at the reporting unit level at least annually, as of November 30, or more frequently when events occur and circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Accounting requirements provide that a reporting entity may perform an optional qualitative assessment on an annual basis to determine whether events occurred or circumstances changed that would more likely than not reduce the fair value of a reporting unit below its carrying amount. If an initial qualitative assessment identifies that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or the optional qualitative assessment is not performed, a quantitative analysis is performed. The quantitative goodwill impairment test is performed by calculating the fair value of the reporting unit and comparing it to the reporting unit's carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. However, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill recorded on the reporting unit.
In 2025, we reorganized our legal entity structure, which impacted our reporting units for purposes of goodwill. Goodwill was reallocated based on the relative fair value approach, resulting in $4.5 million of goodwill being allocated to a third reporting unit, which has increased the number of reporting units for goodwill testing to three. As of December 31, 2025, our Texas Gas reporting unit had $163.5 million of goodwill, our Gulf South and other natural gas businesses reporting unit had $4.5 million of goodwill and our Natural Gas Liquids reporting unit had $69.4 million of goodwill.
As of November 30, 2025, our annual goodwill testing date, we elected to perform qualitative tests on our Gulf South and other natural gas businesses and Natural Gas Liquids reporting units as a result of the proximity in timing of the quantitative tests performed as of February 28, 2025, noted below, and taking into account expected future performance and the operating environment. These qualitative assessments included our consideration of, among other things, overall macroeconomic conditions, industry and market considerations, current discount rates and valuation multiples, overall financial performance, including operating revenues, and other relevant company specific events. Based on the assessment of these items, we concluded that it is more likely than not that the fair value of these two reporting units exceeded their respective carrying amounts. Accordingly, there were no indicators of impairment and the quantitative impairment test was not performed on these reporting units as of November 30, 2025.
Quantitative tests were performed on our Texas Gas reporting unit as of November 30, 2025, and on the Natural Gas Liquids and Gulf South and other natural gas businesses reporting units as of February 28, 2025. The quantitative analysis measured whether the fair values of our reporting units were less than their carrying amounts. The fair value measurements of the reporting units were derived based on judgments and assumptions we believe market participants would use in assessing the fair value of the reporting units. These judgments and assumptions included the valuation premise, use of a discounted cash flow model to estimate fair value under an income approach and inputs to the valuation model. The inputs included our five-year financial plan operating results, including operating revenues, the long-term outlook for growth in natural gas, NGLs and petrochemical demand, measures of the risk-free rate, equity premium and systematic risk used in the calculation of the applied discount rate under the capital asset pricing model and views regarding future market conditions, among others. The reasonableness of fair value estimates under the income approach was supported by a market approach under which we applied EBITDA multiples derived from publicly available information to each reporting unit's EBITDA. The results of the quantitative goodwill impairment tests for 2025 indicated that the fair values of the reporting units exceeded their carrying amounts and no goodwill impairment charges were recognized. The use of alternate judgments and assumptions, including changes in the risk-free rate, could change the results of our goodwill impairment analysis, including the potential recognition of an impairment charge in our Consolidated Financial Statements.
The qualitative goodwill tests for 2024 and the quantitative tests for 2023 also did not result in any goodwill impairment charges for our reporting units.
Impairment of Long-Lived Assets (including Tangible and Definite-Lived Intangible Assets)
We evaluate whether the carrying amounts of our long-lived and intangible assets have been impaired when circumstances indicate the carrying amount of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the undiscounted sum of cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount is not recoverable, an impairment loss is measured as the excess of the asset's carrying amount over its fair value. We recognized asset impairment charges of $0.9 million, $2.4 million and $0.4 million for the years ended December 31, 2025, 2024 and 2023.
Forward-Looking Statements
Certain statements contained in this Annual Report on Form 10-K, 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 this Annual Report on Form 10-K for additional risks and uncertainties regarding our forward-looking statements.
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