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Boardwalk Pipeline Partners, LP (NYSE:BWP)

Q2 2007 Earnings Call

July 30, 2007, 9:00 AM ET

Executives

Monique Vo - Director, IR

H. Dean Jones II - President

Jamie L. Buskill - Sr. VP and CFO

Rolf A. Gafvert - CEO

Analysts

Yves Siegel - Wachovia Securities

John Edwards - Morgan Keegan

Sam Arnold - Credit Suisse

Unidentified Speaker - RBC Capital Markets

Presentation

Operator

Good day ladies and gentlemen and welcome to the Second Quarter 2007 Earnings Call for Boardwalk Pipeline Partners. My name is Natasha and I will be your coordinator for today. At this time, all participants are in a listen-only mode. We will be facilitating a question-and-answer session towards the end of this conference.

[Operator Instructions].

I would now like to turn the call to Miss Monique Vo, Director of Investor Relations. Please proceed, ma'am.

Monique Vo - Director, Investor Relations

Thank you operator. Good morning everyone and welcome to the second quarter 2007 earnings call for Boardwalk Pipeline Partners LP. I am Monique Vo from Investor Relations. I am pleased to be joined today by Mr. Rolf Gafvert, CEO; Mr. Dean Jones, President; and Mr. Jamie Buskill, Chief Financial Officer. If you would like a copy of the earnings release associated with this call, please download it from our website at www.bwpmlp.com.

Following our prepared remarks this morning, we will turn the call over for your questions. We would like to remind you that this conference call will include the use of statements that are forward-looking in nature. Statements in this earnings call related to matters that are not historical facts are forward-looking statements. These statements are based on management's beliefs and assumptions using currently available information and expectations. Actual results achieved by the Company may differ materially from those projected in any forward-looking statement. The Company expressly disclaims any obligation to update or revise any forward-looking statements made during this call.

I would also like to remind you that during this call today, we may discuss certain non-GAAP financial measures such as EBITDA. With regard to such financial measures, please refer to our earnings release for reconciliation to the most comparable GAAP measures.

Now, I would like to turn the call over to Mr. Dean Jones.

H. Dean Jones II - President

Thank you Monique and good morning everyone. I hope all of you have had a chance to review the press release we issued this morning.

The second quarter of 2007 was another strong quarter for our Company. Earnings were driven by strong storage revenues, higher rates for transportation, and the incremental revenues from our Carthage, to Keatchie line, which was place in the service in December 2006. Partly offset by a 14.7 million impairment charge on our Magnolia storage project. Jamie Buskill, our CFO, will describe our financial performance in greater detail in his portion of the presentation.

For the second quarter we have announced the quarterly distribution of $0.44 per unit which is the sixth consecutive quarterly increase in our distribution since we went public. Even with an increase of approximately 15% more units, we're able to increase our distribution on the strength of our underlying business.

I would now like to give you an update on our pipeline and storage project. Looking at our pipeline project in the orders they are projected in service date, I would like to start with East Texas to Mississippi Project. This project will provide takeaway capacity from the Barnett Shale and Bossier Sands in Texas, adding 1.7 Bcf per day of capacity from the Carthage hub to Harrisville, Mississippi. We have received our first certificate and construction has begun. We anticipate in-service date in the fourth quarter of this year. The market has strongly supported this project. One of our key shippers has exercised an option for additional capacity on this line. And the firm long-term transportation capacity associated with this project is virtually sold out.

The second project is the Southeast Expansion. This project will carry gas from Harrisville, Mississippi to Transco Station 85. We expect to receive the FERC certificate for this project by the fourth quarter of 2007, and to begin construction, following the completion of the East Texas to Mississippi expansion. We expect to be in service in the second quarter of 2008. The capacity for this expansion is 1.2 Bcf per day, expandable to 2.2 Bcf per day. We have contracts for approximately 0.7 of Bcf per day and we will have the ability to move additional volume on an interruptible basis, unit our Gulf Crossing goes into service. When Gulf Crossing goes into service, it will have a lease on the Southeast Expansion project were up to 1.4 Bcf per day, for which we already have approximately 1.1 Bcf per day in commitments.

The third project is the Gulf Crossing Pipeline project. This project is a new interstate pipeline that will provide takeaway capacity from the Barnett Shale in Texas and the Caney/Woodford Shale in Oklahoma. It will begin near Sherman Texas and proceed to the Perryville Louisiana area. We have filed our FERC application and expect in-service date in the fourth quarter 2008. We have filed to construct facilities that will provide up to 1.7 Bcf per day our transportation capacity. The current contracted capacity is 1.1 Bcf per day. As the project has been proposed, it based upon recent developments… I am sorry… our competing project has been proposed. That’s based on recent developments in the emerging production areas in Texas and Oklahoma, we are optimistic that there will be enough production to support both pipelines.

The fourth project is the Fayetteville and Greenville Laterals. The Fayetteville Lateral will transport gas from the Fayetteville Shale to markets served directly and indirectly by our Texas Gas Pipeline. The Greenville Lateral will allow our customers to access new offices to markets. We have filed the FERC application for both Laterals. The first 60 mile segment at the Fayetteville Lateral will connect to certain interstate pipelines, and we expect this portion to go into service in the third quarter of 2008. We expect the Greenville Lateral and the remainder of the Fayetteville Lateral to go into service in the first quarter of 2009. Capacity for these Laterals is approximately 0.8 Bcf per day.

On the Fayetteville Lateral Southwestern Energy Services has contracted for 0.5 Bcf per day and has the option to take an additional 0.3 Bcf per day. On the Greenville Lateral, Southwestern has contracted for 0.4 Bcf per day with the option to take an additional 0.24 Bcf per day. The capacity of these Laterals can be increased economically to over 1 Bcf per day through the addition of compression. We are continuing to market this project and current production estimates for the Fayetteville Shale make us optimistic that BWP will be able to increase capacity commitment and potentially expand its project. With all the pipeline projects currently underway across the country, we are competing for construction resources. The industry has experienced cost pressures and delays, and we are no exception.

In the same Q for the first quarter of 2007, we reported a total projected capital cost of $3.4 billion, and we are now estimating $3.7 billion assuming that Boardwalk owns 100% of Gulf Crossing. The new capital cost estimate reflects the expanded pipeline facilities necessary to accommodate additional volumes from the assumed capacity options exercised and the sand stand back [ph] cost resulting from construction delays.

Now, I would like to turn to our storage projects. The first is Midland phase II project. This project expands the working gas capacity in our Midland storage complex in Western Kentucky by approximately 9 Bcf. This project is fully subscribed on a long-term basis at Texas Gases maximum applicable rate. This project is on target to go into service in November 2007. The second is our Midland phase III project, we have filed our application with FERC to further expand our Midland storage facility and to request… and have requested market base rates for the new capacity. If granted market base rates, we will expand the facility by approximately 8.25 Bcf. If not granted market base rates, we will expand the facility by only 2 Bcf, which is already subject to our long-term storage contract. The expected in-service date is the fourth quarter of 2008.

The third project is our Magnolia storage facility. We have been in the process of developing a Salt Dome storage cavern near Napoleonville, Louisiana which we have referred to as our Magnolia storage project. Operational task completed in July 2007 have indicated that due to anomaly that could not be corrected, we will be unable to place the cavern into service as expected. As a result, we have elected to abandon that cavern causing us to recognize an impairment of approximately $14.7 million representing the book value of the cavern. We are planning to develop a new cavern and utilize some of the base gas, pipe, compressors, and other infrastructure we have already invested in the project.

That concludes our overview of Boardwalk’s pipeline and storage project, and now I would like to turn the call over to Jamie Buskill, our CFO, who will share with you financial results for the quarter.

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Thanks Dean and good morning everyone. I would like to discuss our operating results and the key drivers for the quarter. Operating revenues for the second quarter of 2007 were $150.5 million, which is a 17% increase over $128.7 million for the comparable period in 2006.

The increase is driven by two factors. First, a $15.8 million increase due to higher firm reservation rates, increased utilization of our system, and new contracts from pricing into service the Carthage, Texas, the Keatchie, Louisiana project in December 2006. Throughput was 301.0 TBtu for the second quarter 2007, a 5% increase over 287.4 TBtu for the comparable period in 2006. Second, continued strength in parking and lending in storage services which has carried over from 2006. Revenues from these services were $6.7 million higher than for the comparable period in 2006.

For the six months ended June 30, 2007, these same drivers resulted in operating revenues of $338.7 million, a 12% or $35.6 million increase over $303.1 million for the comparable period in 2006. In 2006 and the first six months of 2007, we have seen strong financial performance, driven by advantageous market price movements that have increased demand for our services. For example, wide basis differentials between various points on our systems and price volatility in natural gas spreads have created demand for our pipeline capacity, parking and lending in storage services. These positive factors allowed us to increase our distribution to $0.44 per unit in the second quarter, which represents a 16% increase from the $0.38 per unit declared in the second quarter of 2006. This increase occurred even though we issued 14.9 million common units during this timeframe. The proceeds of which are being used to fund our expansion projects which are not yet in service.

Going forward, we caution you that certain factors which have been supporting our earnings growth and distribution increases are outside of our control and could change in the future. In 2006, we recognized approximately $49 million in parking and lending revenues, which was well over twice the amount recognized in previous years. For the first six months of 2007, we are approximately $8 million higher than the comparable period in 2006. However, as we entered the second half of 2007, the market conditions impacting parking and lending were not as favorable, although, we have seen some volatility reenter the market during the past week. From a historical standpoint, our parking and lending revenues are strong. But it is difficult to predict at this time if we will meet or exceed the $49 million in 2007.

Turning now to operating expenses. We reported operating expenses of $106.2 million for the second quarter 2007, an increase of $23.4 million or 28% over $82.8 million for the comparable period in 2006. Our operating expenses this quarter were negatively impacted by the impairment of our Magnolia storage field during the second quarter of 2007. In addition, 2006 operating expenses reflect recoveries and accrual adjustments resulting from Hurricane Katrina. Together these two items accounted for approximately $18 million of the $23 million increase in operating costs.

For Magnolia, through the end of the second quarter, we had invested approximately $45 million in the development of the storage cavern including base gas. In the second quarter as a result of our decision to abandon development of that cavern due to structural issues, we recognized an impairment of $14.7 million, which primarily represents storage cavern development costs that are not transferable to the development of a new storage cavern. Our remaining investment is in compressors, valves, pipelines as well as base gas which can be reused in the development of a new storage cavern which we are pursuing. Excluding these two items, operating costs increased $5.8 million, driven primarily by a $4.1 million increase in fuel costs and slightly higher depreciation expense due to increased plant placed in service.

For the six months ended June 30, 2007, operating costs were $202.0 million which was an increase of $29.4 million or 17% over $172.6 million for the comparable period in 2006. Again, the Magnolia impairment in 2007 and Hurricane adjustments in 2006 accounted for approximately $18 million of the $29 million increase. The remaining increase in operating costs was driven primarily by four items. First, $3.8 million in pension related costs due to the early retirement program offered in 2006 at our Texas Gas subsidiary. Second, a $3.6 million increase in fuel cost. Third, a $3.2 million increase of property and other taxes resulting from a reversal of a franchisee tax approval in the 2006 period, and finally, higher depreciation expense due to additional plant placed in service.

Turning now to earnings per unit and ignoring the incentive distribution rights in minimum distributor requirements, EPU was $0.30 for the quarter. As we discussed in prior quarters, accounting rules require that we disclose the EPU as well all earnings are paid immediately using the formula in the partnership agreement. This method results in the numbers being skewed, since we can not factor in the full year impact of the seasonal nature of our business. For the second quarter 2007, our reported earnings per limited partner unit were $0.35 for common units and $0.17 for subordinated units. And finally as Dean stated, we declared a quarterly distribution of $0.44 per unit. The distribution will be paid on August 13 to unit-holders of record as of August 06.

This concludes my remarks. I will now turn the call over to the operator for questions.

Question and Answer

Operator

Thank you.

[Operator Instructions].

And your first question comes from the line of Yves Siegel with Wachovia Securities. Please proceed.

Yves Siegel - Wachovia Securities

Hi, good morning.

H. Dean Jones II - President

Good morning, Yves.

Yves Siegel - Wachovia Securities

Thank you. Three quick ones for you. Number one, when you think about your distribution, what kind of recurring revenues are you thinking about for a parking loan? The second question is even more naïve and that would relates to the Magnolia storage project. Given the anomalies that you found in the cavern that you were developing, what gives you the confidence that you want to the same sort of problem in the second cavern that you will develop? And then the third question is Dean, when you spoke about the commitments on the various projects that you have, are those all binding commitments?

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Okay, Yves. This is Jamie. I will take the first two questions and then turn the third one over to Dean. As far as looking at our coverage as we stated in the past, we really don’t have a specific target ratio that we are shooting for. We really look at our risk profile to determine what makes sense from a distribution standpoint specifically related to parking and lending from a projection viewpoint we factor in our historical trend. So, we believe that’s the conservative approach to take and that’s how we view it internally. Second question…

H. Dean Jones II - President

It’s Magnolia.

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Magnolia, the… as far as confidence and this occurring again in the development of a new cavern, really I am looking at that, Yves. We worked with our engineers. We worked with our consultants. We think one of the issues related to this cavern was the location on the edge of the Salt Dome. And as we pursue a second well, we will look to go more to the center of that Salt Dome which gives us better probability of success.

H. Dean Jones II - President

And Yves, with regard to the numbers that I quoted in my presentation, yes, those are all the firm commitments that we have on our existing projects.

Yves Siegel - Wachovia Securities

Thank you.

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Thank you.

Operator

Please stand by for your next question. And your next question comes from the line of John Edwards with Morgan Keegan. Please proceed.

John Edwards - Morgan Keegan

Yes. Good morning everybody. And if you already covered this, I apologize. We didn’t get dialed in here before your… of your in the middle of your comments. Can you give us an update on just how things are going with your expansion projects and if you already covered this I apologize.

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

I went through that in a pretty good detail on the… in the opening, there will be a transcript or…

John Edwards - Morgan Keegan

Okay.

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

On the thing, but I think is the better and we try to summarize that it’s covered in pretty much detail in the first part of my presentation.

John Edwards - Morgan Keegan

Okay. I mean, in just, can you… I mean, are things on track or ahead of schedule can you just say that?

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Well, we are very pleased. We have got it. We have begun construction on the East Texas project. All of our applications have been filed with FERC, which is on time and on schedule in trying to getting those filed which is what we have hoped to do. So, now that the major thing is to get the East Texas project constructed and to work with FERC to get our certificates on the other projects. We have updated the cost as well I mentioned that in the opening as well.

John Edwards - Morgan Keegan

Okay. Great. Okay. Great. Thank you very much.

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Thank you.

Operator

And your next question comes from the line of Sam Arnold with Credit Suisse. Please proceed.

Sam Arnold - Credit Suisse

Hi, good morning guys.

H. Dean Jones II - President

Good morning, Sam.

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Good morning, Sam.

Sam Arnold - Credit Suisse

A couple of questions for you about the… just the capital projects. I know you said the total cost is going to increase about 3.4 to 3.7. Could you talk a little bit about where that’s coming from? Is that on primarily Gulf Crossing, or is this on the Fayetteville and Greenville Laterals? And then as well how does that impact your economics? Are these pretty much the tariff fixed return, or how does that going to impact you?

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Well, I will hand that off. Rolf, would you like to answer that question?

Rolf A. Gafvert - Chief Executive Officer

Well, the… I think the bulk of the change that is in the 3.7 number is the cost to upsize the projects with additional looping and compression. We had experienced some standby costs with the contractors. That is just the function of the timing of our certificate on East Texas. And we have also factored that timing into our other projects, which has created the potential, I will say, for some additional standby costs in the future. In terms of the economics, most of the transport agreements that we have are at fixed rates. So, if the costs are increased, there will be some effect on our return.

Sam Arnold - Credit Suisse

Okay. But then if you go ahead and get that additional capacity utilized then that goes away and pays for itself, correct?

Rolf A. Gafvert - Chief Executive Officer

Yes. I think understand your question, that’s correct. And we certainly have additional capacity to sell on Gulf Crossing, on Southeast and on the Fayetteville and Greenville Laterals. So, there is additional return potential there as well.

Sam Arnold - Credit Suisse

Okay. And the contracts, I guess on all the projects at least with East Texas you are under construction right now. But you have bids back from the contractors on all the projects or--?

Rolf A. Gafvert - Chief Executive Officer

Well, yes, we have had contracts in place with our contractors for some time. But the actual timing of the certificate has some impact in terms of when you agreed or felt you agreed with again versus when you may ask to have a certificate. So, if there is timing change there, you could understand my costs.

Sam Arnold - Credit Suisse

Okay. But that’s on all the projects, Southeast, East Texas, Gulf Crossing everything.

Rolf A. Gafvert - Chief Executive Officer

Yes. There’s potential that those costs maybe incurred but there’s also potential if they get our certificates timely then we may not.

Sam Arnold - Credit Suisse

Okay. And I guess one of the--?

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Yes, Sam, one clarification. We are… now in the Southeast project, we are currently negotiating those construction contracts. What Rolf was referring to was the other three projects.

Sam Arnold - Credit Suisse

Okay. And then the last one, is what kind of continuity you guys build into your cost estimates, was it 15% or … I don’t know if you want to even discuss that but that’s kind of--?

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Yes, Sam. We don’t like to get into this talking about our modeling and cost estimation

Sam Arnold - Credit Suisse

Okay. But, it would be fair to say you do have continuity building?

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Yes. We do build in continuity

Sam Arnold - Credit Suisse

Okay, that would be great. One other modeling question, capitalized interest, how much was it worth?

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Capitalized interest for quarter … Sam I have to get back with you. I don’t have that number in front of me.

Sam Arnold - Credit Suisse

Okay.

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

I think it's about $5 million but I will get back a follow-up.

Sam Arnold - Credit Suisse

Okay, that sounds great, Thanks.

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Thank you.

Operator

And your next question comes from the line of Derrick Blackford [ph] with RBC Capital Markets. Please proceed

Unidentified Speaker - RBC Capital Markets

Good morning guys.

H. Dean Jones II - President

Good Morning, Derrick.

Unidentified Speaker - RBC Capital Markets

Just wanted to say my question just got answered. Thank you.

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

All right. Thank you.

Operator

All right and your next question is a follow-up with Yves Siegel with Wachovia Securities. Please proceed.

H. Dean Jones II - President

Yves, you there, how are you doing?

Yves Siegel - Wachovia Securities

I am doing well at least there is consistency there. Just a quick follow-up any update on Gulf Crossing, is Enterprise is going to exercise their option in a… and if they don’t, would you look for another partner?

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Well, there really is nothing new on that right now but we would continue to work with Enterprise on that purchase of equity in Gulf Crossing, and at some point if any … how we conclude that I think there's always a possibility we may look to others.

Yves Siegel - Wachovia Securities

Does it make sense to project finance Gulf Crossing?

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Danny?

H. Dean Jones II - President

Well, Yves. Yes. right now with where the credit markets are in general it's hard to say what makes sense at this point… like we have said in the past we always keep our options over and never say never, so that's always a possibility.

Yves Siegel - Wachovia Securities

Okay, great. Thanks again.

Operator

Your next question comes from the line of John Edwards with Morgan Keegan. Please proceed.

John Edwards - Morgan Keegan

Yes, this is a follow-up, as far as maintenance CapEx for the year any change on that?

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

No. We are … it's probably going to end up in the mid $50 million range.

John Edwards - Morgan Keegan

Okay. And then just following up Sam's question, as far as schedule goes are things … have you pushed the schedule back at all. Are you pretty much on the same schedule you were?

H. Dean Jones II - President

All the projects were a pile on the schedule that we had proposed until now up to working … we are ticked at that to be in this position. Now all of our projects are in the hands of FERC with the exception of East Texas project which is under construction now. So we have already gotten our certificate there. So from that standpoint we are where we need to be.

John Edwards - Morgan Keegan

Okay. Great. Thank you.

Operator

Your next question comes from the line of Sam Arnold with Credit Suisse. Please proceed.

Sam Arnold - Credit Suisse

Hello, everybody is doing a follow-up I should say.

H. Dean Jones II - President

You do what you left out Sam.

Sam Arnold - Credit Suisse

Exactly, just a question for you, I know you guys had mentioned that there's competing project obviously the Mid-Continent Express for the Gulf Crossing but how also the new news out there there's NoArc's [ph] talking about a Western expansion. And I was wondering in … I think they are kind of going after the Woodford Shale volumes but also Fayetteville's well. Can you talk about your relationship with Southwestern… the timing of those projects and kind of your confidences of giving that additional, I guess, 0.3 BCF a day contracted with them?

H. Dean Jones II - President

I will speak to that Sam. We had a outstanding relationship with Southwestern and worked with them all through this process, and we keep up with their production schedule out there, and I think from what we hear they are tickled to death with how Fayetteville Shale is going and from the numbers that we seen we are too. So, we are confident that, that play is going to be very strong and we are in the position there of having sort of the anchor pipeline with the anchor tenet and with some capacity to sell, a little bit capacity left to sell in that project. So, we feel very good about our position out there

Sam Arnold - Credit Suisse

Okay. And you guys are signing up other producers besides Southwestern, right?

H. Dean Jones II - President

We are talking to other producers besides Southwestern, working with them from the marketing standpoint. And from our perspective we … the Fayetteville Shale our project has cost advantages in that we have incremental capacities associated with the initial billed. So that puts us in a very good pricing position to compete against the others

Sam Arnold - Credit Suisse

Right. And I guess you also have that the kind of header, Greenville Expansion as well, correct?

H. Dean Jones II - President

That's correct.

Sam Arnold - Credit Suisse

And then now, is the North line, are they going to be hooking up to Texas Gas?

H. Dean Jones II - President

I've heard just rumors about what's going on out there. I don't know any specifics.

Sam Arnold - Credit Suisse

Okay. All right.

H. Dean Jones II - President

Thank you, Sam.

Jamie L. Buskill - Senior Vice President and Chief Financial Officer

Thank you, Sam.

Operator

[Operator Instructions].

And now I no further questions in the queue.

Monique Vo - Director, Investor Relations

Once again, I would like to thank everyone for joining us this morning. We appreciate your continued interest in Boardwalk Pipeline Partners LP. As a reminder an online replay of this call is available on our website at www.bwpmlp.com. This concludes today's conference call. Thank you and have a great day.

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