Boardwalk Announces Fourth Quarter 2012 Results

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 Three Months Ended December 31,								For the Year Ended 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 debt		—				—				—				13.2
EBITDA		197.8				170.4				726.5				617.4
Less:
Cash paid for interest, net of capitalized interest  (1)		27.5				23.1				169.8				172.7
Maintenance capital expenditures  (2)		28.5				34.0				79.8				94.6
Other  (3)		0.1				0.2				0.4				0.6
Add:
Cash received for settlements  (4)		—				9.6				10.4				9.6
Proceeds from sale of operating assets		0.4				14.0				5.9				31.5
Net (gain) loss on disposal of assets		0.3				1.5				(2.3		)		(2.4		)
Asset impairment		0.9				1.9				9.1				30.5
Distributable Cash Flow		$	143.3			$	140.1			$	499.6			$	418.7

(1)		The year ended December 31, 2012, includes payments of $9.6 million 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.
(2)		The year ended December 31, 2011, includes $14.3 million of maintenance 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.
(4)		Represents proceeds received related to insurance recoveries associated 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 Three Months Ended December 31,								For the Year Ended 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 transportation			27.5				24.1				79.4				102.8
Operation and maintenance			47.1				45.9				166.2				169.0
Administrative and general			30.2				35.3				115.3				137.2
Depreciation and amortization			67.5				58.4				252.3				227.3
Asset impairment			0.9				1.9				9.1				30.5
Net loss (gain) on disposal of operating assets			0.3				1.5				(2.3	)			(2.4	)
Taxes other than income taxes			22.0				22.2				91.2				89.3
Total operating costs and expenses			195.5				189.3				711.2				753.7
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 - affiliates			0.9				2.0				6.9				8.0
Loss on early retirement of debt			—				—				—				13.2
Interest income			(0.3	)			(0.1	)			(0.7	)			(0.4	)
Miscellaneous other expense (income), net			(0.1	)			(0.3	)			(0.4	)			(0.9	)
Total other deductions			40.0				40.0				167.3				171.8
Income before income taxes			90.2				71.7				306.5				217.4
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 common units		$	0.5325			$	0.5275			$	2.1275			$	2.095
Cash distribution declared and paid to class B units		$	0.30			$	0.30			$	1.20			$	1.20
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):

		Total				Common Units				Class B Units				General Partner and IDRs
Net income		$	90.1
Add: Net loss attributable to predecessor equity			(1.5	)
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 undistributed net loss			(36.6	)			(32.3	)			(3.6	)			(0.7	)
Assumed allocation of net income attributable to limited partner unitholders and general partner		$	91.6			$	78.3			$	3.3			$	10.0
Weighted-average units outstanding							207.4				22.9
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):

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

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

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

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