Commission
file number:
01-32665
|
BOARDWALK
PIPELINE PARTNERS, LP
|
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
(State
or other jurisdiction of incorporation or
organization)
|
20-3265614
|
(I.R.S.
Employer Identification No.)
|
3800
Frederica Street,
Owensboro, Kentucky 42301
(270)
926-8686
|
(Address
and Telephone Number of Registrant’s Principal Executive
Office)
|
ASSETS
|
March
31, 2007
|
December
31, 2006
|
|||||
Current
Assets:
|
|||||||
Cash
and cash equivalents
|
$
|
563,179
|
$
|
399,032
|
|||
Receivables:
|
|||||||
Trade,
net
|
54,011
|
54,082
|
|||||
Other
|
9,344
|
12,759
|
|||||
Gas
Receivables:
|
|||||||
Transportation
and exchange
|
10,518
|
9,115
|
|||||
Storage
|
12,498
|
11,704
|
|||||
Inventories
|
14,270
|
14,110
|
|||||
Costs
recoverable from customers
|
7,742
|
11,236
|
|||||
Gas
stored underground
|
15,108
|
14,001
|
|||||
Prepaid
expenses and other current assets
|
8,739
|
22,117
|
|||||
Total
current assets
|
695,409
|
548,156
|
|||||
Property,
Plant and Equipment:
|
|||||||
Natural
gas transmission plant
|
2,176,231
|
1,997,922
|
|||||
Other
natural gas plant
|
221,330
|
213,926
|
|||||
2,397,561
|
2,211,848
|
||||||
Less—Accumulated
depreciation and amortization
|
206,353
|
187,412
|
|||||
Property,
plant and equipment, net
|
2,191,208
|
2,024,436
|
|||||
Other
Assets:
|
|||||||
Goodwill
|
163,474
|
163,474
|
|||||
Gas
stored underground
|
139,055
|
161,537
|
|||||
Costs
recoverable from customers
|
18,198
|
19,767
|
|||||
Other
|
29,497
|
33,929
|
|||||
Total
other assets
|
350,224
|
378,707
|
|||||
Total
Assets
|
$
|
3,236,841
|
$
|
2,951,299
|
LIABILITIES
AND PARTNERS’ CAPITAL
|
March
31, 2007
|
December
31, 2006
|
|||||
Current
Liabilities:
|
|||||||
Payables:
|
|||||||
Trade
|
$
|
65,462
|
$
|
56,604
|
|||
Affiliates
|
1,341
|
3,014
|
|||||
Other
|
10,629
|
14,459
|
|||||
Gas
Payables:
|
|||||||
Transportation
and exchange
|
8,996
|
15,485
|
|||||
Storage
|
20,934
|
42,127
|
|||||
Other
accrued taxes
|
17,233
|
16,082
|
|||||
Accrued
interest
|
18,919
|
19,376
|
|||||
Accrued
payroll and employee benefits
|
13,388
|
18,198
|
|||||
Deferred
income
|
12,075
|
22,147
|
|||||
Other
current liabilities
|
20,530
|
20,926
|
|||||
Total
current liabilities
|
189,507
|
228,418
|
|||||
Long
-Term Debt
|
1,351,152
|
1,350,920
|
|||||
Other
Liabilities and Deferred Credits:
|
|||||||
Pension
and postretirement benefits
|
16,458
|
15,761
|
|||||
Asset
retirement obligation
|
14,490
|
14,307
|
|||||
Provision
for other asset retirement
|
40,228
|
39,644
|
|||||
Other
|
33,551
|
29,742
|
|||||
Total
other liabilities and deferred credits
|
104,727
|
99,454
|
|||||
Commitments
and Contingencies
|
|||||||
Partners’
Capital:
|
|||||||
Common
units - 83,156,122 units and 75,156,122 units issued and outstanding
as of
March 31, 2007 and December 31, 2006
|
1,253,099
|
941,792
|
|||||
Subordinated
units - 33,093,878 units issued and outstanding as of March 31,
2007 and
December 31, 2006
|
295,628
|
285,543
|
|||||
General
partner
|
28,702
|
22,060
|
|||||
Accumulated
other comprehensive income
|
14,026
|
23,112
|
|||||
Total
partners’ capital
|
1,591,455
|
1,272,507
|
|||||
Total
Liabilities and Partners’ Capital
|
$
|
3,236,841
|
$
|
2,951,299
|
For
the Three Months Ended
March
31,
|
|||||||
2007
|
2006
|
||||||
Operating
Revenues:
|
|||||||
Gas
transportation
|
$
|
152,913
|
$
|
151,012
|
|||
Parking
and lending
|
18,382
|
13,517
|
|||||
Gas
storage
|
7,711
|
9,618
|
|||||
Other
|
9,106
|
299
|
|||||
Total
operating revenues
|
188,112
|
174,446
|
|||||
Operating
Costs and Expenses:
|
|||||||
Operation
and maintenance
|
39,459
|
38,327
|
|||||
Administrative
and general
|
25,792
|
27,388
|
|||||
Depreciation
and amortization
|
19,915
|
18,683
|
|||||
Taxes
other than income taxes
|
7,961
|
5,229
|
|||||
Net
loss on disposal of operating assets
and related contracts
|
2,639
|
186
|
|||||
Total
operating costs and expenses
|
95,766
|
89,813
|
|||||
|
|||||||
Operating
income
|
92,346
|
84,633
|
|||||
Other
(Income) Deductions:
|
|||||||
Interest
expense
|
16,797
|
15,632
|
|||||
Interest
income
|
(4,574
|
)
|
(544
|
)
|
|||
Interest
income from affiliates, net
|
(7
|
)
|
-
|
||||
Miscellaneous
other income, net
|
(334
|
)
|
(185
|
)
|
|||
Total
other (income) deductions
|
11,882
|
14,903
|
|||||
Income
before income taxes
|
80,464
|
69,730
|
|||||
Income
taxes
|
230
|
-
|
|||||
Net
income
|
$
|
80,234
|
$
|
69,730
|
|||
For
the Three Months Ended
March
31,
|
|||||||
2007
|
2006
|
||||||
Calculation
of limited partners’ interest in Net income:
|
|||||||
Net
income
|
$
|
80,234
|
$
|
69,730
|
|||
Less
general partner’s interest in Net income
|
1,811
|
1,395
|
|||||
Limited
partners’ interest in Net income
|
$
|
78,423
|
$
|
68,335
|
|||
Basic
and diluted net income per limited partner unit:
|
|||||||
Common
and subordinated units
|
$
|
0.61
|
$
|
0.58
|
|||
Cash
distribution to common and subordinated unitholders
|
$
|
0.415
|
$
|
0.179
|
|||
Weighted-average
number of limited partner units outstanding:
|
|||||||
Common
units
|
75,956,122
|
68,256,122
|
|||||
Subordinated
units
|
33,093,878
|
33,093,878
|
For
the Three Months Ended
March
31,
|
|||||||
2007
|
2006
|
||||||
OPERATING
ACTIVITIES:
|
|||||||
Net
income
|
$
|
80,234
|
$
|
69,730
|
|||
Adjustments
to reconcile to cash provided
|
|||||||
by
operations:
|
|||||||
Depreciation
and amortization
|
19,915
|
18,683
|
|||||
Amortization
of deferred costs
|
1,823
|
2,809
|
|||||
Amortization
of acquired executory contracts
|
(783
|
)
|
(1,852
|
)
|
|||
Loss
on disposal of operating assets
|
2,639
|
186
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Trade
and other receivables
|
3,486
|
617
|
|||||
Gas
receivables and storage assets
|
19,178
|
41,626
|
|||||
Costs
recoverable from customers
|
3,606
|
1,697
|
|||||
Other
assets
|
633
|
(1,370
|
)
|
||||
Trade
and other payables
|
(14,537
|
)
|
(2,035
|
)
|
|||
Gas
payables
|
(24,188
|
)
|
(45,901
|
)
|
|||
Accrued
liabilities
|
(4,116
|
)
|
(14,316
|
)
|
|||
Other
liabilities
|
(10,548
|
)
|
3,399
|
||||
Net
cash provided by operating activities
|
77,342
|
73,273
|
|||||
INVESTING
ACTIVITIES:
|
|||||||
Capital
expenditures
|
(162,086
|
)
|
(21,779
|
)
|
|||
Proceeds
from sale of operating assets
|
429
|
1,417
|
|||||
Proceeds
from insurance reimbursements and other recoveries
|
-
|
960
|
|||||
Advances
to affiliates, net
|
662
|
-
|
|||||
Net
cash used in investing activities
|
(160,995
|
)
|
(19,402
|
)
|
|||
FINANCING
ACTIVITIES:
|
|||||||
Payments
of notes payable
|
-
|
(42,100
|
)
|
||||
Distributions
|
(46,052
|
)
|
(18,491
|
)
|
|||
Proceeds
from sale of common units, net of related transaction
costs
|
287,893
|
-
|
|||||
Capital
contribution from general partner
|
5,959
|
-
|
|||||
Net
cash provided by (used in) financing activities
|
247,800
|
(60,591
|
)
|
||||
Increase
(decrease) in cash and cash equivalents
|
164,147
|
(6,720
|
)
|
||||
Cash
and cash equivalents at beginning of period
|
399,032
|
65,792
|
|||||
Cash
and cash equivalents at end of period
|
$
|
563,179
|
$
|
59,072
|
Common
Units
|
Subordinated
Units
|
General
Partner
|
Accumulated
Other Comprehensive (Loss) Income
|
Total
Partners’ Capital
|
||||||||||||
Balance,
January 1, 2006
|
$
|
705,609
|
$
|
266,578
|
$
|
16,661
|
$
|
(174
|
)
|
$
|
988,674
|
|||||
Add
(deduct):
|
||||||||||||||||
Net
income
|
46,022
|
22,313
|
1,395
|
-
|
69,730
|
|||||||||||
Distributions
paid
|
(12,204
|
)
|
(5,917
|
)
|
(370
|
)
|
-
|
(18,491
|
)
|
|||||||
Other
comprehensive income
|
-
|
-
|
-
|
4,226
|
4,226
|
|||||||||||
Transaction
costs related to sale of common units
|
(14
|
)
|
-
|
-
|
-
|
(14
|
)
|
|||||||||
Balance,
March 31, 2006
|
$
|
739,413
|
$
|
282,974
|
$
|
17,686
|
$
|
4,052
|
$
|
1,044,125
|
Balance,
January 1, 2007
|
$
|
941,792
|
$
|
285,543
|
$
|
22,060
|
$
|
23,112
|
$
|
1,272,507
|
||||||
Add
(deduct):
|
||||||||||||||||
Net
income
|
54,604
|
23,819
|
1,811
|
-
|
80,234
|
|||||||||||
Distributions
paid
|
(31,190
|
)
|
(13,734
|
)
|
(1,128
|
)
|
-
|
(46,052
|
)
|
|||||||
Other
comprehensive income
|
-
|
-
|
-
|
(9,086
|
)
|
(9,086
|
)
|
|||||||||
Sale
of common units, net of related transaction costs (8,000,000
units)
|
287,893
|
-
|
-
|
-
|
287,893
|
|||||||||||
Capital
contribution from general partner
|
-
|
-
|
5,959
|
-
|
5,959
|
|||||||||||
Balance,
March 31, 2007
|
$
|
1,253,099
|
$
|
295,628
|
$
|
28,702
|
$
|
14,026
|
$
|
1,591,455
|
For
the Three Months Ended
March
31,
|
|||||||
2007
|
2006
|
||||||
Net
income
|
$
|
80,234
|
$
|
69,730
|
|||
Other
comprehensive income:
|
|||||||
(Loss)
gain on cash flow hedges
|
(7,537
|
)
|
7,018
|
||||
Reclassification
adjustment transferred to Net income
|
(1,549
|
)
|
(2,792
|
)
|
|||
Total
comprehensive income
|
$
|
71,148
|
$
|
73,956
|
|
March
31, 2007
|
December
31, 2006
|
|||||
Prepaid
expenses and other current assets
|
$
|
2.3
|
$
|
13.7
|
|||
Other
current liabilities
|
8.1
|
5.1
|
|||||
Accumulated
other comprehensive (loss) income
|
(2.2
|
)
|
8.5
|
Less
than 1 year
|
$
|
547.7
|
||
1-3
years
|
231.1
|
|||
4-5
years
|
-
|
|||
More
than 5 years
|
-
|
|||
Total
|
$
|
778.8
|
|
|
|
|
|
|
|
|
||||||
|
|
Total
Quarterly Distribution
|
Marginal Percentage Interest in
Distributions
|
||||||||||
|
Target
Amount
|
Common
and
Subordinated
Unitholders
|
|
General Partner
|
|||||||||
Minimum
Quarterly Distribution
|
|
$0.3500
|
|
98%
|
2%
|
||||||||
First
Target Distribution
|
|
up to $0.4025
|
|
98%
|
2%
|
||||||||
Second
Target Distribution
|
|
Above $0.4025 up to $0.4375
|
|
85%
|
15%
|
||||||||
Third
Target Distribution
|
|
Above
$0.4375 up to $0.5250
|
|
75%
|
25%
|
||||||||
Thereafter
|
|
above
$0.5250
|
|
50%
|
50%
|
For
the Three Months Ended
March
31,
|
|||||||
2007
|
2006
|
||||||
Limited
partners' interest in net income
|
$
|
78,423
|
$
|
68,335
|
|||
Less
assumed allocation to incentive distribution rights
|
12,055
|
9,073
|
|||||
Net
income available to limited partners
|
$
|
66,368
|
$
|
59,262
|
|||
Less
assumed allocation to subordinated units
|
20,141
|
19,351
|
|||||
Net
income available to common units
|
$
|
46,227
|
$
|
39,911
|
|||
Weighted
average common units
|
75,956,122
|
68,256,122
|
|||||
Weighted
average subordinated units
|
33,093,878
|
33,093,878
|
|||||
Net
income per limited partner unit - common and subordinated
units
|
$
|
0.61
|
$
|
0.58
|
Retirement
Plans
|
PBOP
|
||||||||||||
For
the Year Ended March 31,
|
For
the Year Ended March 31,
|
||||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Service
cost
|
$
|
930
|
$
|
1,079
|
$
|
155
|
$
|
641
|
|||||
Interest
cost
|
1,682
|
1,614
|
900
|
1,944
|
|||||||||
Expected
return on plan assets
|
(1,885
|
)
|
(1,775
|
)
|
(1,168
|
)
|
(1,169
|
)
|
|||||
Amortization
of prior service credit
|
1
|
-
|
(1,940
|
)
|
-
|
||||||||
Amortization
of unrecognized net loss
|
77
|
100
|
298
|
440
|
|||||||||
Settlement
charge (ERIP)
|
3,100
|
-
|
-
|
-
|
|||||||||
Regulatory
asset decrease
|
-
|
250
|
1,354
|
3,266
|
|||||||||
Net
periodic pension expense
|
$
|
3,905
|
$
|
1,268
|
$
|
(401
|
)
|
$
|
5,122
|
Record
Date
|
Payable
Date
|
Distribution
per Unit
|
||
May
7, 2007
|
May
14, 2007
|
0.43
|
||
February
20, 2007
|
February
27, 2007
|
0.415
|
||
October
30, 2006
|
November
6, 2006
|
0.40
|
||
August
11, 2006
|
August
18, 2006
|
0.38
|
||
May
12, 2006
|
May
19, 2006
|
0.36
|
||
February
16, 2006
|
February
23, 2006
|
0.179*
|
*Distribution
represented a prorated portion of the $0.35 per unit “minimum quarterly
distribution” (as defined in the Partnership’s partnership agreement) for
the period November 15, 2005 through December 31,
2005.
|
As
of March 31, 2007
|
As
of December 31, 2006
|
||||||
(Loss)
gain on cash flow hedges
|
$
|
(2,197
|
)
|
$
|
8,309
|
||
Deferred
components of net periodic benefit cost
|
16,223
|
14,803
|
|||||
Total
Accumulated other comprehensive income
|
$
|
14,026
|
$
|
23,112
|
· |
$5.9
million increase in transportation fees due to revenues from the
Carthage,
Texas to Keatchie, Louisiana pipeline expansion project which was
placed
in service at the end of 2006, strong demand for firm transportation
services due to wide natural gas basis differentials primarily between
South and East Texas and other points on our system, and increased
utilization;
|
· |
$5.9
million increase in operating revenues driven primarily from higher
fuel
revenues from increased throughput and retained volumes;
and
|
· |
$3.0
million increase in PAL and storage services mainly due to favorable
natural gas price spreads and volatility in forward natural gas prices.
|
· |
a
$1.1 million decrease in revenues from the amortization of acquired
executory contracts.
|
· |
$3.1
million pension settlement charge related to the early retirement
incentive program (ERIP);
|
· |
$2.8
million increase in property and other taxes resulting primarily
as a
result of a reversal of a franchise tax accrual in the 2006
period;
|
· |
$2.1
million loss on mark-to-market adjustment associated with derivatives
on
storage gas volumes;
|
· |
$1.6
million increase in administrative expenses and outside services
mainly
due to growth in operations and regulatory compliance;
and
|
· |
$1.2
million increase in depreciation and amortization resulting primarily
from
increased property, plant and equipment.
|
· |
a
$5.5 million decline in PBOP costs primarily as a result of plan
changes
in the second half of 2006.
|
· |
East
Texas to Mississippi Expansion.
We
are pursuing a pipeline expansion project consisting of 242 miles
of
42-inch pipeline from DeSoto Parish in western Louisiana to near
Harrisville, Mississippi and approximately 110,000 horsepower of
new
compression. The expansion would add approximately 1.7 billion cubic
feet
(Bcf) per day of new transmission capacity to our Gulf South pipeline
system. The natural gas to be transported on this expansion will
originate
primarily from the Barnett Shale and Bossier Sands producing regions
of
East Texas. The expansion will transport natural gas to new interstate
pipeline interconnects in the Perryville, Louisiana area and existing
pipeline interconnects with other pipelines east of the Mississippi
River.
This project is supported by binding precedent agreements with customers
who have contracted, on a long-term basis (with a weighted average
term of
approximately 7 years), for 1.3 Bcf per day from Carthage, Texas
with an
option for an additional 100 million cubic feet (MMcf) per day. On
September 1, 2006, we filed a certificate application relating to
this
project with the FERC. We expect this project to be in service during
the
fall of 2007.
|
· |
Gulf
Crossing Project. We
are pursuing construction of a new interstate pipeline that will
begin
near Sherman, Texas and proceed to the Perryville, Louisiana area.
The
project will be owned by a new subsidiary, Gulf Crossing Pipeline
Company
LLC (Gulf Crossing), and will consist of approximately 355 miles
of
42-inch pipeline having capacity of up to approximately 1.6 Bcf per
day.
Additionally, Gulf Crossing will enter into: (i) a lease for at least
1.1
Bcf per day of capacity on our Gulf South pipeline system (including
on
the Southeast Expansion and a portion of the East Texas to Mississippi
Expansion) to make deliveries to an interconnect with Transcontinental
Pipe Line Company (Transco) in Choctaw County, Alabama; and (ii)
a lease
with a third-party intrastate pipeline which will bring certain gas
supplies to our system. This project is supported by binding agreements
with customers who have contracted for 1.1 Bcf per day of capacity
under
firm contracts having terms of 5 to 10 years (with a weighted average
term
of approximately 9.8 years), and options with certain of these customers
for an additional 350 MMcf per day of capacity. We anticipate making
the
required filings with the FERC by July 2007 and for the project to
be in
service during the fourth quarter 2008. We continue to engage in
negotiations with one of the foundation shippers supporting this
project
concerning the possible purchase of up to a 49.0% equity interest
in Gulf
Crossing.
|
· |
Southeast
Expansion.
We are pursuing a pipeline expansion extending our Gulf South pipeline
system from near Harrisville, Mississippi to an interconnect with
Transco
in Choctaw County, Alabama which will enhance our ability to deliver
gas
to the Northeast through other pipeline interconnects. This expansion
will
consist of approximately 112 miles of 42-inch pipeline having initial
capacity of approximately 1.2 Bcf per day, expandable to as much
as 2.0
Bcf per day to accommodate volumes expected to come from the Gulf
Crossing
leased capacity discussed above. In addition, Gulf South has executed
a
lease with Destin Pipeline Company to access markets in Florida.
This
project is supported by binding agreements with customers who have
contracted for 660 MMcf per day of capacity under firm contracts
having
terms of 5 to 10 years (with a weighted-average term of 8.7 years),
as
well as the capacity leased to Gulf Crossing discussed above. The
certificate filing was made with the FERC in December 2006 and the
project
is anticipated to be in service during the first quarter 2008. The
FERC
issued a draft environmental impact statement for the expansion project
on
April 13, 2007.
|
· |
Fayetteville
Shale.
We are pursuing the construction of two laterals connected to our
pipeline
system to transport gas from the Fayetteville Shale area in Arkansas
to
markets directly and indirectly served by our pipelines. The Fayetteville
Lateral, consisting of approximately 165 miles of 36-inch pipeline,
is
anticipated to have an initial design capacity of 800 MMcf per day.
This
lateral will originate in Conway County, Arkansas and proceed southeast
through the Bald Knob, Arkansas area to an interconnect with our
mainline
in Coahoma County, Mississippi. The Greenville Lateral, consisting
of
approximately 95 miles of pipeline with an initial design capacity
of 750
MMcf per day, will originate at our mainline near Greenville, Mississippi
and proceed east to the Kosciusko, Mississippi area. The Greenville
Lateral will allow customers to access additional markets, primarily
in
the Midwest, Northeast and Southeast. Construction of both laterals
is
supported by a binding precedent agreement with Southwestern Energy
Services Company, a wholly-owned subsidiary of Southwestern Energy
Company. In December 2006, we initiated the pre-filing process with
FERC
for this project and anticipate making the required certificate filings
with the FERC by July 2007. We expect the project to be in service
during
the first quarter 2009.
|
· |
Western
Kentucky Storage Expansion.
In
December 2006, the FERC issued a certificate approving our Phase
II
storage expansion project which will expand the working gas capacity
in
our western Kentucky storage complex by approximately 9.0 Bcf. This
project is supported by binding commitments from customers to contract
on
a long-term basis for the full additional capacity at Texas Gas’ maximum
applicable rate. We expect this project to cost approximately $40.7
million and to be in service by November 2007. In December 2006,
Texas Gas
commenced an open season related to a potential third expansion of
its
storage facilities and has signed one precedent agreement for 2.0
Bcf of
storage capacity. The Phase III storage expansion is subject to the
FERC
approvals, including potential market-based rate authority for the
additional new storage capacity being created.
|
· |
Magnolia
Storage Facility. We
are currently developing an additional storage cavern near Napoleonville,
Louisiana. During mining operations, certain issues arose causing
the
mining of the cavern to be suspended. Operational integrity tests
on the
caverns are under way. Assuming favorable testing results, we expect
the
storage facilities to be in service perhaps as early as mid-2008
with
working gas capacity of approximately 2.0 Bcf, reduced from the original
design capacity of 6.0 Bcf. The total book value of the project at
March
31, 2007 and December 31, 2006 was $43.7 million and $42.7 million,
respectively. We tested the investment in Magnolia for recoverability
in
accordance with the requirements of SFAS No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets.
No impairment loss has been recognized as a result of the testing.
|
Payments
due by Period
|
||||||||||||||||
Total
|
Less than
1
Year
|
1-3 Years
|
4-5 Years
|
More than
5
Years
|
||||||||||||
Capital
commitments
|
$
|
778.8
|
$
|
547.7
|
$
|
231.1
|
$
|
-
|
$
|
-
|
· |
We
may not complete projects, including growth or expansion projects,
that we
commence, or we may complete projects on materially different terms
or
timing than anticipated and we may not be able to achieve the intended
benefits of any such project, if
completed.
|
· |
The
successful completion, timing, cost, scope and future financial
performance of our expansion projects could differ materially from
our
expectations due to availability of contractors, weather, untimely
regulatory approvals or denied applications, land owner opposition,
the
lack of adequate materials, labor difficulties, difficulties we may
encounter with partners or potential partners, expansion cost higher
than
anticipated and numerous other factors beyond our
control.
|
· |
We
may not complete any future debt or equity financing transaction,
including any sale of an interest in Gulf Crossing
Pipeline.
|
· |
The
gas transmission and storage operations of our subsidiaries are subject
to
rate-making policies and actions by the FERC or customers that could
have
an adverse impact on the rates we charge and the revenues we collect,
including our ability to recover our income tax allowance, our full
cost
of operating our pipelines and a reasonable return.
|
· |
We
are subject to laws and regulations relating to the environment and
pipeline operations which may expose us to significant costs, liabilities
and loss of revenues. Any changes in such regulations or their application
could negatively affect our business, financial condition and results
of
operations.
|
· |
Our
operations are subject to operational hazards and unforeseen interruptions
for which we may not be adequately
insured.
|
· |
The
cost of insuring our assets may increase
dramatically.
|
· |
Because
of the natural decline in gas production from existing wells, our
success
depends on our ability to obtain access to new sources of natural
gas,
which is dependent on factors beyond our control. Any decrease in
supplies
of natural gas in our supply areas could adversely affect our business,
financial condition and results of
operations.
|
· |
Successful
development of LNG import terminals in the eastern or northeastern
United
States could reduce the demand for our
services.
|
· |
We
may not be able to maintain or replace expiring gas transportation
and
storage contracts at favorable rates.
|
· |
Significant
changes in natural gas prices could affect supply and demand, reducing
system throughput and adversely affecting our
revenues.
|
Exhibit
Designation
|
Nature
of Exhibit
|
|
31.1*
|
Certification
of Rolf A. Gafvert, Chief Executive Officer, pursuant to Section
302 of
the Sarbanes-Oxley Act of 2002.
|
|
31.2*
|
Certification
of Jamie L. Buskill, Chief Financial Officer, pursuant to Section
302 of
the Sarbanes-Oxley Act of 2002.
|
|
32.1*
|
Certification
of Rolf A. Gafvert, Chief Executive Officer, pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002.
|
|
32.2*
|
Certification
of Jamie L. Buskill, Chief Financial Officer, pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002.
|
Boardwalk
Pipeline Partners, LP
|
|||||
By:
Boardwalk GP, LP
|
|||||
its
general partner
|
|||||
By:
Boardwalk GP, LLC
|
|||||
its
general partner
|
|||||
Dated:
April 30, 2007
|
By:
|
/s/
Jamie L. Buskill
|
|||
Jamie
L. Buskill
|
|||||
Chief
Financial Officer
|