Boardwalk Announces Fourth Quarter 2012 Results

  Boardwalk Announces Fourth Quarter 2012 Results

          Also Announces Quarterly Distribution of $0.5325 Per Unit

Business Wire

HOUSTON -- February 11, 2013

Boardwalk Pipeline Partners, LP, (NYSE:BWP) announced today that it has
declared a quarterly cash distribution per common unit of $0.5325 ($2.13
annualized) payable on February 28, 2013, to unitholders of record as of
February 21, 2013.

The Partnership also announced its results for the fourth quarter and year
ended December 31, 2012, which included the following items:

  *Operating revenues of $325.7 million for the quarter and $1,185.0 million
    for the year ended December 31, 2012, an 8% and 4% increase from $301.0
    million and $1,142.9 million in the comparable 2011 periods;
  *Net income of $90.1 million for the quarter and $306.0 million for the
    year ended December 31, 2012, a 26% and 41% increase from $71.6 million
    and $217.0 million in the comparable 2011 periods;
  *Earnings before interest, taxes, depreciation and amortization (EBITDA) of
    $197.8 million for the quarter and $726.5 million for the year ended
    December 31, 2012, a 16% and 18% increase from $170.4 million and $617.4
    million in the comparable 2011 periods; and
  *Distributable cash flow of $143.3 million for the quarter and $499.6
    million for the year ended December 31, 2012, a 2% and 19% increase from
    $140.1 million and $418.7 million in the comparable 2011 periods.

Operating revenues for the fourth quarter of 2012 increased $24.7 million
compared to the fourth quarter of 2011, driven by $25.6 million of revenues
contributed from the Partnership's recent acquisitions, Boardwalk Louisiana
Midstream, LLC (Louisiana Midstream) and Boardwalk HP Storage Company, LLC (HP
Storage). Operating expenses increased $6.2 million, primarily as a result of
the acquisitions of Louisiana Midstream and HP Storage.

Operating results on a year-to-date basis were impacted by the revenue and
expense factors discussed above. The 2011 operating expenses included a $28.8
million material and supplies impairment, a $5.0 million charge related to a
fire at a compressor station near Carthage, Texas, and $9.2 million of gains
from the sale of storage gas.

Capital Program

Growth capital expenditures were $147.1 million and maintenance capital
expenditures were $79.8 million for the year ended December 31, 2012.

Conference Call

The Partnership has scheduled a conference call for February 11, 2013, at 9:00
a.m. Eastern time to review the fourth quarter and annual results. The
earnings call may be accessed via the Boardwalk website at www.bwpmlp.com.
Please go to the website at least 10 minutes before the event begins to
register and download and install any necessary audio software. Those
interested in participating in the question and answer session of the
conference call should dial (866) 272-9941 for callers in the U.S. or (617)
213-8895 for callers outside the U.S. The PIN number to access the call is
56922529.

Replay

An online replay will be available on the Boardwalk website immediately
following the call.

Historical Financial Information

On December 1, 2011, HP Storage, a joint venture between the Partnership and
an affiliate of its general partner, acquired the assets of Petal Gas Storage,
LLC (Petal), and Hattiesburg Gas Storage Company, LLC (Hattiesburg). In the
first quarter 2012, the Partnership acquired the remaining equity ownership
interest from an affiliate of its general partner. The transaction was
accounted for as a transaction between entities under common control,
therefore, the Partnership's 2011 financial statements have been recast as
though the Partnership had fully consolidated HP Storage from the date of
acquisition.

Non-GAAP Financial Measures - EBITDA and Distributable Cash Flow

The Partnership uses non-GAAP measures to evaluate its business and
performance, including EBITDA and Distributable Cash Flow. EBITDA is used as a
supplemental financial measure by management and by external users of the
Partnership's financial statements, such as investors, commercial banks,
research analysts and rating agencies, to assess the Partnership's operating
and financial performance, ability to generate cash and return on invested
capital as compared to those of other companies in the natural gas
transportation, gathering and storage business. Distributable Cash Flow is
used as a supplemental financial measure by management and by external users
of the Partnership's financial statements to assess the Partnership's ability
to make cash distributions to its unitholders and general partner.

EBITDA and Distributable Cash Flow should not be considered alternatives to
net income, operating income, cash flow from operating activities or any other
measure of financial performance or liquidity presented in accordance with
generally accepted accounting principles (GAAP). EBITDA and Distributable Cash
Flow are not necessarily comparable to similarly titled measures of another
company.

The following table presents a reconciliation of the Partnership's EBITDA and
Distributable Cash Flow to its net income, the most directly comparable GAAP
financial measure, for each of the periods presented (in millions):

                                 For the                 For the
                                Three Months Ended     Year Ended
                                 December 31,            December 31,
                                 2012       2011        2012       2011
Net Income                       $ 90.1      $ 71.6      $ 306.0     $ 217.0
Income taxes                     0.1         0.1         0.5         0.4
Depreciation and amortization    67.5        58.4        252.3       227.3
Interest expense                 40.4        40.4        168.4       159.9
Interest income                  (0.3    )   (0.1    )   (0.7    )   (0.4    )
Loss on early retirement of      —          —          —          13.2    
debt
EBITDA                           197.8       170.4       726.5       617.4
Less:
Cash paid for interest, net of   27.5        23.1        169.8       172.7
capitalized interest^(1)
Maintenance capital              28.5        34.0        79.8        94.6
expenditures^(2)
Other^(3)                       0.1         0.2         0.4         0.6
Add:
Cash received for                —           9.6         10.4        9.6
settlements^(4)
Proceeds from sale of            0.4         14.0        5.9         31.5
operating assets
Net (gain) loss on disposal of   0.3         1.5         (2.3    )   (2.4    )
assets
Asset impairment                 0.9        1.9        9.1        30.5    
Distributable Cash Flow          $ 143.3    $ 140.1    $ 499.6    $ 418.7 

      The year ended December 31, 2012, includes payments of $9.6 million
(1)  related to the settlements of interest rate derivatives and the year
      ended December 31, 2011, includes premium payments of $21.0 million
      related to the early extinguishment of debt.
      The year ended December 31, 2011, includes $14.3 million of maintenance
(2)   capital expenditures related to the fire at a compressor station near
      Carthage, Texas.
(3)   Includes non-cash items such as the equity component of allowance for
      funds used during construction.
      Represents proceeds received related to insurance recoveries associated
(4)   with a fire at a compressor station near Carthage, Texas, and a legal
      settlement.
      

About Boardwalk

Boardwalk Pipeline Partners, LP (NYSE: BWP) is a midstream master limited
partnership that provides transportation, storage, gathering and processing of
natural gas and liquids for its customers. Boardwalk and its subsidiaries own
and operate approximately 14,410 miles of natural gas and liquids pipelines
and underground storage caverns with an aggregate working gas capacity of
approximately 201 billion cubic feet and liquids capacity of approximately 20
million barrels. Boardwalk is a subsidiary of Loews Corporation (NYSE: L),
which holds 55% of Boardwalk's equity, excluding incentive distribution
rights. Additional information about the Partnership can be found on its
website at www.bwpmlp.com.

BOARDWALK PIPELINE PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Millions, except per unit amounts)
(Unaudited)
                                                                             
                           For the                   For the

                          Three Months Ended       Year Ended

                           December 31,              December 31,
                           2012        2011         2012         2011
Operating Revenues:
Gas transportation         $ 284.6      $ 280.6      $ 1,058.3     $ 1,067.2
Parking and lending          7.9          3.5          28.0          12.0
Gas storage                  27.7         14.7         84.7          52.2
Other                       5.5        2.2        14.0        11.5    
Total operating revenues    325.7      301.0      1,185.0     1,142.9 
                                                                     
Operating Costs and
Expenses:
Fuel and gas                 27.5         24.1         79.4          102.8
transportation
Operation and                47.1         45.9         166.2         169.0
maintenance
Administrative and           30.2         35.3         115.3         137.2
general
Depreciation and             67.5         58.4         252.3         227.3
amortization
Asset impairment             0.9          1.9          9.1           30.5
Net loss (gain) on
disposal of operating        0.3          1.5          (2.3    )     (2.4    )
assets
Taxes other than income     22.0       22.2       91.2        89.3    
taxes
Total operating costs       195.5      189.3      711.2       753.7   
and expenses
                                                                     
Operating income            130.2      111.7      473.8       389.2   
                                                                     
Other Deductions
(Income):
Interest expense             39.5         38.4         161.5         151.9
Interest expense -           0.9          2.0          6.9           8.0
affiliates
Loss on early retirement     —            —            —             13.2
of debt
Interest income              (0.3   )     (0.1   )     (0.7    )     (0.4    )
Miscellaneous other         (0.1   )    (0.3   )    (0.4    )    (0.9    )
expense (income), net
Total other deductions      40.0       40.0       167.3       171.8   
                                                                     
Income before income         90.2         71.7         306.5         217.4
taxes
                                                                     
Income taxes                0.1        0.1        0.5         0.4     
                                                                     
Net Income                 $ 90.1      $ 71.6      $ 306.0      $ 217.0   
                                                                     
Net Income per Unit:
Basic and diluted net
income per unit:
Common units               $ 0.38      $ 0.36      $ 1.37       $ 1.09    
Class B units              $ 0.14      $ 0.11      $ 0.36       $ 0.14    
                                                                             
Cash distribution
declared and paid to       $ 0.5325    $ 0.5275    $ 2.1275     $ 2.095   
common units
                                                                             
Cash distribution
declared and paid to       $ 0.30      $ 0.30      $ 1.20       $ 1.20    
class B units
                                                                             
Weighted-average number
of units outstanding:
Common units                 207.4        175.7        191.9         173.3
Class B units                22.9         22.9         22.9          22.9
                                                                             

                       BOARDWALK PIPELINE PARTNERS, LP

                      NET INCOME PER UNIT RECONCILIATION
                                 (Unaudited)

The following table provides a reconciliation of net income and the assumed
allocation of net income to the common and class B units for purposes of
computing net income per unit for the three months ended December 31, 2012,
(in millions, except per unit data):

                                               Common      Class B    General
                                  Total      Units      Units     Partner
                                                                      and IDRs
Net income                         $ 90.1
Add: Net loss attributable to       (1.5  )
predecessor equity
Net income attributable to
limited partner unitholders and
general partner                     91.6  


Declared distribution              $ 128.2    $ 110.6     $ 6.9      $ 10.7
Assumed allocation of               (36.6 )    (32.3 )    (3.6 )    (0.7 )
undistributed net loss
Assumed allocation of net income
attributable to
                                   $ 91.6     $ 78.3     $ 3.3     $ 10.0 
limited partner unitholders and
general partner
Weighted-average units                           207.4       22.9
outstanding
Net income per unit                            $ 0.38      $ 0.14

The following table provides a reconciliation of net income and the assumed
allocation of net income to the common and class B units for purposes of
computing net income per unit for the three months ended December 31, 2011,
(in millions, except per unit data):

                                               Common      Class B    General
                                  Total      Units      Units     Partner
                                                                      and IDRs
Net income                         $ 71.6
Add: Net loss attributable to       (3.2  )
predecessor equity
Net income attributable to
limited partner unitholders and     74.8  
general partner
Declared distribution               114.0    $ 98.1      $ 6.8      $ 9.1
Assumed allocation of               (39.2 )    (34.0 )    (4.3 )    (0.9 )
undistributed net loss
Assumed allocation of net income   $ 74.8     $ 64.1     $ 2.5     $ 8.2  
Weighted average units                           175.7       22.9
outstanding
Net income per unit                            $ 0.36      $ 0.11

The following table provides a reconciliation of net income and the assumed
allocation of net income to the common and class B units for purposes of
computing net income per unit for the year ended December 31, 2012, (in
millions, except per unit data):

                                             Common       Class B     General
                               Total       Units       Units      Partner
                                                                      and IDRs
Net income                      $ 306.0
Add: Net loss attributable to    (2.2   )
predecessor equity
Net income attributable to
limited partner unitholders       308.2
and general partner
Declared distribution           $ 493.1      $ 424.3      $ 27.5      $ 41.3
Assumed allocation of            (184.9 )    (162.0 )    (19.2 )    (3.7 )
undistributed net loss
Assumed allocation of net
income attributable to
                                $ 308.2     $ 262.3     $ 8.3      $ 37.6 
limited partner unitholders
and general partner
Weighted-average units                         191.9        22.9
outstanding
Net income per unit                          $ 1.37       $ 0.36

The following table provides a reconciliation of net income and the assumed
allocation of net income to the common and class B units for purposes of
computing net income per unit for the year ended December 31, 2011, (in
millions, except per unit data):

                                             Common       Class B     General
                               Total       Units       Units      Partner
                                                                      and IDRs
Net income                      $ 217.0
Add: Net loss attributable to    (3.2   )
predecessor equity
Net income attributable to
limited partner unitholders      220.2  
and general partner
Declared distribution            431.6     $ 371.6      $ 27.5      $ 32.5
Assumed allocation of            (211.4 )    (183.0 )    (24.2 )    (4.2 )
undistributed net loss
Assumed allocation of net       $ 220.2     $ 188.6     $ 3.3      $ 28.3 
income
Weighted average units                         173.3        22.9
outstanding
Net income per unit                          $ 1.09       $ 0.14

Contact:

Boardwalk Pipeline Partners, LP
Molly Ladd Whitaker, 866-913-2122
Director of Investor Relations and Corporate Communications
or
Jamie Buskill, 713-479-8082
Senior VP, Chief Financial and Administrative Officer