Boardwalk Announces Third Quarter 2013 Results and Announces Quarterly Distribution of $0.5325 Per Unit

    Boardwalk Announces Third Quarter 2013 Results and Announces Quarterly
                       Distribution of $0.5325 Per Unit

PR Newswire

HOUSTON, Oct. 28, 2013

HOUSTON, Oct. 28, 2013 /PRNewswire/ -- 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 November 14, 2013, to
unitholders of record as of November 7, 2013.

(Logo:http://photos.prnewswire.com/prnh/20130521/MM18411LOGO)

The Partnership also announced its results for the third quarter and nine
months ended September30, 2013, which included the following items:

  oOperating revenues of $275.5 million for the quarter and $892.7 for the
    nine months ended September30, 2013, a 2% and 4% increase from $270.6
    million and $859.3 million in the comparable 2012 periods;
  oNet income attributable to controlling interests of $62.3 million for the
    quarter and $234.2 million for the nine months ended September30, 2013,
    an 7% and 8% increase from $58.2 million and $215.9 million in the
    comparable 2012 periods;
  oAdjusted Earnings before interest, taxes, depreciation and amortization
    (Adjusted EBITDA) of $171.9 million for the quarter and $559.1 million for
    the nine months ended September30, 2013, a 6% increase from $162.0
    million and $528.7 million.
  oDistributable cash flow of $116.6 million for the quarter and $420.2
    million for the nine months ended September30, 2013, a 17% and 18%
    increase from $99.7 million and $354.7 million in the comparable 2012
    periods.

Compared with the third quarter of 2012, operating revenues increased $4.9
million, operating expenses increased $3.2 million and adjusted EBITDA
increased $9.9 million in the third quarter of 2013, including the results of
Boardwalk Louisiana Midstream, LLC, (Louisiana Midstream) which was acquired
in October 2012. In addition to the impacts of Louisiana Midstream, the
Partnership's operating revenues were partially offset by lower transportation
revenues of $13.0 million primarily due to contract renewals and unfavorable
market conditions. Parking and lending and storage revenues were lower by $2.9
million due to decreased parking opportunities from a reduction in the level
of, and volatility in, natural gas price spreads between time periods.
Operating costs and expenses were also impacted by a $12.5 million gain
recognized on the sale of storage gas, which was sold as a result of a change
in the storage gas needed to support no-notice services.

Operating results on a year-to-date basis were impacted by the revenue and
expense factors discussed above. Additionally, for the nine month period ended
September 30, 2013, operating costs were impacted by a $29.5 million gain
recognized on the sale of storage gas.

Capital Program

Growth capital expenditures were $177.4 million and maintenance capital
expenditures were $36.9 million for the nine months ended September30, 2013.

Conference Call

The Partnership has scheduled a conference call for October 28, 2013, at 9:00
a.m. Eastern time to review the quarterly results. The earnings call may be
accessed via the Boardwalk website at www.bwpmlp.com. Please access 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 (877)
703-6106 for callers in the U.S. or (857) 244-7305 for callers outside the
U.S. The PIN number to access the call is 76857337.

Replay

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

Non-GAAP Financial Measures - Adjusted EBITDA and Distributable Cash Flow

The Partnership uses non-GAAP measures to evaluate its business and
performance, including Adjusted EBITDA and Distributable Cash Flow. Adjusted
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.

Adjusted 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).
Adjusted 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 Adjusted
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  Nine Months Ended

                                        September 30,       September 30,
                                        2013       2012     2013      2012
Net income attributable to controlling  $  62.3    $ 58.2   $ 234.2   $ 215.9
interests
Income taxes                            —          0.1      0.3       0.4
Depreciation and amortization           68.7       60.4     202.8     184.8
Interest expense                        41.0       43.5     122.2     128.0
Interest income                         (0.1)      (0.2)    (0.4)     (0.4)
 Adjusted EBITDA               171.9      162.0    559.1     528.7
Less:
Cash paid for interest, net of          55.2       57.1     126.9     142.3
capitalized interest ^(1)
Maintenance capital expenditures        15.1       14.9     36.9      51.3
Add:
Proceeds from insurance recoveries and  —          5.0      —         9.2
settlements ^(2)
Proceeds from sale of operating assets  27.4       3.2      48.6      5.6
Net (gain) loss on sale of operating    (13.0)     0.5      (29.2)    (3.1)
assets
Asset impairment                        —          1.1      1.2       8.2
Other ^(3)                              0.6        (0.1)    4.3       (0.3)
 Distributable Cash Flow, as   $  116.6   $ 99.7   $ 420.2   $ 354.7
reported



    The three and nine months ended September 30, 2012, includes payments of
    $2.4 million and $9.2 million related to the early settlement of an
(1) interest rate swap and the settlement of a treasury rate lock.

    
    Represents insurance recoveries associated with the Carthage compressor
(2) fire and a legal settlement. Excludes proceeds recognized in earnings.

    
    The nine months ended September 30, 2013, includes ethylene inventory that
    was acquired through the acquisition of BLM that was subsequently sold.
(3) All periods presented include non-cash items such as the equity component
    of allowance for funds used during construction and equity in earnings of
    unconsolidated affiliates.

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 18
million barrels. Boardwalk is a subsidiary of Loews Corporation (NYSE: L),
which holds 53% 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    Nine Months Ended

                                     September 30,         September 30,
                                     2013       2012       2013       2012
Operating Revenues:
Transportation                       $ 233.5    $ 241.2    $ 759.9    $ 773.7
Parking and lending                    4.9        8.3        19.9       20.1
Storage                                27.4       18.3       82.9       57.0
Other                                  9.7        2.8        30.0       8.5
Total operating revenues               275.5      270.6      892.7      859.3
Operating Costs and Expenses:
Fuel and transportation                18.5       18.2       68.6       51.9
Operation and maintenance              47.0       40.1       131.0      119.6
Administrative and general             29.1       25.7       89.4       85.1
Depreciation and amortization          68.7       60.4       202.8      184.8
Asset impairment                       —          1.1        1.2        8.2
Net (gain) loss on sale of operating   (13.0)     0.5        (29.2)     (3.1)
assets
Taxes other than income taxes          22.0       23.1       72.9       69.2
Total operating costs and expenses     172.3      169.1      536.7      515.7
Operating income                       103.2      101.5      356.0      343.6
Other Deductions (Income):
Interest expense                       41.0       41.5       122.2      122.0
Interest expense – affiliates          —          2.0        —          6.0
Interest income                        (0.1)      (0.2)      (0.4)      (0.4)
Equity losses in unconsolidated        0.6        —          0.6        —
affiliates
Miscellaneous other income, net        —          (0.1)      (0.2)      (0.3)
Total other deductions                 41.5       43.2       122.2      127.3
Income before income taxes             61.7       58.3       233.8      216.3
Income taxes                           —          0.1        0.3        0.4
Net Income                             61.7       58.2       233.5      215.9
Net loss attributable to               (0.6)      —          (0.7)      —
noncontrolling interests
Net income attributable to           $ 62.3     $ 58.2     $ 234.2    $ 215.9
controlling interests
Net Income per Unit:
Basic net income per unit:
Common units                         $ 0.27     $ 0.26     $ 0.96     $ 0.99
Class B units                        $ (0.32)   $ (0.02)   $ (0.11)   $ 0.21
Weighted-average number of units
outstanding - basic:
Common units                           220.4      192.6      213.5      186.8
Class B units                          22.9       22.9       22.9       22.9
Diluted net income per unit:
Common units                         $ 0.21     $ 0.26     $ 0.90     $ 0.99
Class B units                        $ —        $ (0.02)   $ 0.19     $ 0.21
Weighted-average number of units
outstanding - diluted:
Common units                           243.2      192.6      221.2      186.8
Class B units                          —          22.9       15.2       22.9
Cash distribution declared and paid  $ 0.5325   $ 0.5325   $ 1.5975   $ 1.595
to common units
Cash distribution declared and paid  $ 0.30     $ 0.30     $ 0.90     $ 0.90
to class B units



BOARDWALK PIPELINE PARTNERS, LP
NET INCOME PER UNIT RECONCILIATION
(Unaudited)

Basic net income per unit is calculated based on the weighted average number
of units outstanding for the period. Diluted net income per unit is
calculated assuming that the class B units converted on the date that they
became convertible, or July 1, 2013.

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 basic and diluted net income per unit for the three months ended
September30, 2013, (in millions, except per unit data):



                                                                     General
                                               Common     Class B
                                    Total                            Partner
                                               Units      Units
                                                                     and IDRs
Net income                          $ 61.7
Less: Net loss attributable to        (0.6)
noncontrolling interests
Net income attributable to            62.3
controlling interests
Declared distribution                 141.9    $ 129.5    $ —        $  12.4
Assumed allocation of undistributed   (79.6)     (70.7)     (7.3)       (1.6)
net loss - basic
Assumed allocation of net income
attributable to limited             $ 62.3     $ 58.8     $ (7.3)    $  10.8
 partner unitholders and general
partner - basic
Allocation for diluted earnings per              (7.3)      7.3
unit
Assumed allocation of net income
attributable to limited             $ 62.3     $ 51.5     $ —        $  10.8
 partner unitholders and general
partner - diluted
Weighted-average units outstanding               220.4      22.9
- basic
Weighted-average units outstanding               243.2      —
- diluted
Net income per unit - basic                    $ 0.27     $ (0.32)
Net income per unit - diluted                  $ 0.21     $ —

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 September30, 2012,
(in millions, except per unit data):



                                                                     General
                                               Common     Class B
                                    Total                            Partner
                                               Units      Units
                                                                     and IDRs
Net income                          $ 58.2
Less: Net loss attributable to        (0.8)
predecessor equity
Net income attributable to            59.0
controlling interests
Declared distribution                 128.2    $ 110.6    $ 6.8      $  10.8
Assumed allocation of undistributed   (69.2)     (60.6)     (7.2)       (1.4)
net loss
Assumed allocation of net income
attributable to limited             $ 59.0     $ 50.0     $ (0.4)    $  9.4
 partner unitholders and
general partner
Weighted-average units outstanding               192.6      22.9
Net income per unit                            $ 0.26     $ (0.02)

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 basic and diluted net income per unit for the nine months ended
September30, 2013, (in millions, except per unit data):



                                                                     General
                                              Common      Class B
                                  Total                              Partner
                                              Units       Units
                                                                     and IDRs
Net income                        $ 233.5
Less: Net loss attributable to      (0.7)
noncontrolling interests
Net income attributable to          234.2
controlling interests
Declared distribution               405.7     $ 357.5     $ 13.7     $  34.5
Assumed allocation of               (171.5)     (151.9)     (16.2)      (3.4)
undistributed net loss - basic
Assumed allocation of net income
attributable to limited           $ 234.2     $ 205.6     $ (2.5)    $  31.1
 partner unitholders and
general partner - basic
Allocation for diluted earnings                 (5.4)       5.4
per unit
Assumed allocation of net income
attributable to limited           $ 234.2     $ 200.2     $ 2.9      $  31.1
 partner unitholders and
general partner - diluted
Weighted-average units                          213.5       22.9
outstanding - basic
Weighted-average units                          221.2       15.2
outstanding - diluted
Net income per unit - basic                   $ 0.96      $ (0.11)
Net income per unit - diluted                 $ 0.90      $ 0.19

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 nine months ended September30, 2012,
(in millions, except per unit data):



                                                                     General
                                              Common      Class B
                                  Total                              Partner
                                              Units       Units
                                                                     and IDRs
Net income                        $ 215.9
Less: Net loss attributable to      (0.6)
predecessor equity
Net income attributable to          216.5
controlling interests
Declared distribution               364.8     $ 313.7     $ 20.6     $  30.5
Assumed allocation of               (148.3)     (129.5)     (15.8)      (3.0)
undistributed net loss
Assumed allocation of net income
attributable to limited           $ 216.5     $ 184.2     $ 4.8      $  27.5
 partner unitholders and
general partner
Weighted-average units                          186.8       22.9
outstanding
Net income per unit                           $ 0.99      $ 0.21



Contact:

Investor Contact:
Molly Ladd Whitaker
866-913-2122
molly.whitaker@bwpmlp.com

Media Contact:
Joe Hollier
713-479-8670
joe.hollier@bwpmlp.com





SOURCE Boardwalk Pipeline Partners, LP

Website: http://www.bwpmlp.com