Mail Stop 3561
June 23, 2005
Douglas Field, Esq.
General Counsel
Boardwalk Pipelines, LLC
3800 Frederica Street
Owensboro, Kentucky 42301
Re: Boardwalk Pipelines, LLC
Registration Statement on Form S-4
Filed May 24, 2005
File No. 333-125201
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 18, 2005
File No. 333-108693-01
Texas Gas Transmission, LLC
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 18, 2005
File No. 1-4169
Dear Mr. Field:
We have limited our review of your filings to those issues
we
have addressed in our comments. Where a comment below requests
additional disclosures or other revisions to be made to your
annual
reports filed on Forms 10-K, please include them in your future
filings including interim periods where applicable. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Boardwalk Pipelines, LLC Form 10-K for Fiscal Year Ended December
31,
2004
General
1. Please include page numbers in all future filings.
Management`s Narrative Analysis of the Results of Operations
2. Please consider revising your table of contractual cash
obligations in future filings to include the estimated interest
payments on your debt. Because the table is aimed at increasing
transparency of cash flow, we believe these payments should be
included in the table. If you choose not to include these
payments,
a footnote to the table should clearly identify the excluded items
and provide any additional information that is material to an
understanding of your cash requirements.
Quantitative and Qualitative Disclosures about Market Risk
3. We note that certain volumes of gas stored underground at Gulf
South are reflected at fair value and subject to commodity price
risk. Please provide the quantitative and qualitative disclosures
about market risk due to changes in commodity prices. Such
analysis
should include the potential loss in future earnings, fair values
or
cash flows of your market risk sensitive instruments. Refer to
Item
305 of Regulation S-K.
Note 2. Accounting Policies
Gas in Storage and Gas Receivables/Payables
4. We note that you have underground gas in storage which is
utilized
for system management and operations balancing, as well as for
certain tariff services including firm, interruptible no-notice
storage services and parking and lending services. Consistent
with
the above, certain of these volumes are necessary to provide for
storage services which allow third parties to store their own
natural
gas in the pipelines` underground facilities. If, as we believe,
the volumes that are necessary to provide for storage services
remains in the storage facility to provide sufficient pressure to
maintain system integrity, tell us if you record such volumes at
historical cost or otherwise. If you record this base gas at fair
value, please provide us the applicable accounting literature to
support such treatment. We may have further comment.
Property, Plant & Equipment
5. You disclose that Texas Gas` depreciation is provided primarily
on
the straight-line method over estimated useful lives of 5 to 56
years
and Gulf South depreciates its assets over the respective useful
lives which range from 3 to 35 years. Please disclose the
weighted
average useful lives related to each category and amount of
depreciable asset class.
Note 3. Commitments and Contingencies
6. In connection with your acquisition of Gulf South, you recorded
a
$12.8 million environmental liability for expected remediation
costs.
We note that Gulf South is continuing to conduct environmental
assessments and implementing a variety of remedial measures that
may
result in an increase or decrease in the total estimated costs.
We
believe that environmental liabilities typically are of such
significance that detailed disclosures regarding judgments and
assumptions underlying the recognition and measurement of the
liabilities are necessary to prevent the financial statements from
being unclear and to inform readers fully regarding the range of
reasonably possible outcomes that could have a material effect on
your financial condition, results of operations, or liquidity.
Please refer to Staff Accounting Bulletin Topic 5:Y and consider
the
following disclosures:
* Your expectations with respect to completing the related
environmental assessments within the allocation period;
* Circumstances affecting the reliability and precision of loss
estimates;
* The extent to which unasserted claims are reflected in any
accrual
or may affect the magnitude of the contingency;
* Whether, and to what extent, losses may be recoverable from
third
parties;
* The period in which claims for recovery may be realized;
* The likelihood that claims for recovery may be contested;
* The timing of payments of accrued and unrecognized amounts;
* The material components of the accruals and significant
assumptions
underlying estimates;
* Mandated expenditures to remediate previously contaminated
sites;
* Disaggregated disclosure that describes accrued and reasonably
likely losses with respect to particular environmental sites that
are
individually material;
* The consequences on amounts accrued and the range estimates for
investigations and remediations that are in different stages with
respect to individual sites.
Note 5. Employee Benefits
7. Please explain to us how you calculate the market related value
of
plan assets as that term is defined in SFAS 87. Since there are
alternative ways to calculate the market value of plan assets and
it
has a direct impact on your pension expense, we believe you should
disclose how you determine this amount in future filings.
Note 8. Major Customers and Transactions with Affiliates
8. Your operating revenues from major customers expressed as a
percentage of total revenues for the year ended December 31, 2004
appears to be incorrect. Please revise or advise accordingly.
Texas Gas Transmission, LLC Form 10-K for Fiscal Year Ended
December
31, 2004
9. Please revise to comply with the above comments as applicable.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that the filing includes all information required under
the
Securities Act of 1933 and they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact John Cannarella, Staff Accountant, at (202)
551-
3337, or William Choi, Accounting Branch Chief, at (202) 551-3716
if
you have questions regarding comments on the financial statements
and
related matters. Please contact Pradip Bhaumik, Attorney-Advisor,
at
(202) 551-3333 or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Emanuel Faust, Jr., Esq.
Dickstein Shapiro Morin & Oshinsky LLP
Fax: (202) 887-0689
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Douglas Field, Esq.
Boardwalk Pipelines, LLC
June 23, 2005
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