Boardwalk Pipeline Partners, LP (Form: 8-K, Received: 02/09/2015 12:20:36)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





DATE OF REPORT		February 9, 2015
(DATE OF EARLIEST EVENT REPORTED)		February 5, 2015

BOARDWALK PIPELINE PARTNERS, LP

(Exact name of registrant as specified in its charter)



Delaware	01-32665	20-3265614
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

9 Greenway Plaza, Suite 2800

Houston, Texas 77046

(Address of principal executive office)

(866) 913-2122

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 9e-4(c) under the Exchange Act (17 CFR 240.9e-4(c))



Item 2.02	Results of Operations and Financial Condition.

On February 9, 2015, the Registrant issued a press release providing information on its results of operations for the fourth quarter and year ended December 31, 2014. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information under Item 2.02 and in Exhibit 99.1 in this Current Report are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under Item 2.02 and in Exhibit 99.1 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.



Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Long-Term Incentive Plan Awards to Named Executive Officers

On February 5, 2015, the Board of Directors (the Board) of Boardwalk GP, LLC, (Boardwalk GP) granted phantom units (Phantom Units) under the Boardwalk Pipeline Partners Long-Term Incentive Plan (LTIP) to the named executive officers of Boardwalk GP as follows:



Name	Position	Phantom Units Granted
Stanley C. Horton	President and Chief Executive Officer	115,979
Jamie L. Buskill	Senior Vice President, Chief Financial and Administrative Officer and Treasurer	32,216
Michael E. McMahon	Senior Vice President, General Counsel and Secretary	25,773
Jonathan E. Nathanson	Senior Vice President, Corporate Development	25,773

Each Phantom Unit was granted pursuant to a Phantom Unit Grant Agreement in the form attached hereto as Exhibit 10.1 (Grant Agreement) and includes a tandem grant of distribution equivalent rights (DERs) that entitles the Named Executive Officer to receive a cash amount equal to any distributions made by the Registrant with respect to the Registrant’s common units during the period the associated Phantom Unit remains outstanding. Generally, 50% of the Phantom Units granted to each Named Executive Officer will vest on December 1, 2016 and the remaining 50% will vest on December 1, 2017, with exceptions for retirement, death or disability as discussed below. All Phantom Units that become vested will be paid in cash. The Named Executive Officer must elect, within 30 days following the grant date, whether to receive payments with respect to the Phantom Units and DERs as they vest or defer all payments with respect to vested Phantom Units and DERs until the final vesting date (subject to the acceleration and withholding of a portion of such payments to satisfy applicable tax withholding obligations). The amount of cash paid with respect to each vested Phantom Unit will be equal to the average closing price of the Registrant’s common units for the 30 trading days immediately preceding the applicable Regular Vesting Date or the Deferred Payment Date (as defined in the Grant Agreement), depending on the applicable Named Executive Officer’s payment election.

Any outstanding and unvested awards would become fully vested upon a Named Executive Officer’s Retirement (as defined in the Grant Agreement) that occurs at least one year after the grant date, provided the Named Executive Officer (i) provides at least a one year’s notice of such Retirement and (ii) complies with certain noncompetition and nonsolicitation restrictions, but the awards will not be paid until the applicable Regular Vesting Date or the Deferred Payment Date, as elected by the Named Executive Officer. In the event that a Named Executive Officer’s service is terminated due to death or Disability (as defined in the Grant Agreement), a pro-rata portion of the Named Executive Officer’s unvested Phantom Units will become vested based upon the number of days the awards were outstanding prior to the death or Disability and paid within 30 days following such termination. If a change in control of the Registrant occurs, and a Named Executive Officer’s service is terminated due to a Qualified Termination (as defined in the Grant Agreement), the Named Executive Officer will become automatically vested in all outstanding Phantom Units upon termination, but the awards will not be paid until the applicable Regular Vesting Date or the Deferred Payment Date, as elected by the Named Executive Officer.

The description of the Phantom Units provided above is qualified in its entirety by reference to the full text of the form

of the Phantom Unit Grant Agreement, which is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:



Exhibit No.		Description

10.1		Form of Phantom Unit Grant Agreement under the Boardwalk Pipeline Partners Long-Term Incentive Plan.
99.1		Boardwalk Pipeline Partners, LP, News Release, issued February 9, 2015, providing information on results of operations for the fourth quarter and year ended December 31, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



BOARDWALK PIPELINE PARTNERS, LP
	By: BOARDWALK GP, LP,
		its general partner
	By: BOARDWALK GP, LLC,
		its general partner
			By : /s/ Jamie L. Buskill
				Jamie L. Buskill
				Senior Vice President, Chief Financial and
				Administrative Officer and Treasurer

Dated: February 9, 2015



Exhibit 10.1		Execution Version

Boardwalk Pipeline Partners
Long-Term Incentive Plan

Phantom Unit Grant Agreement

Grantee : ______________________

Grant Date : __________________, 20____


1.	Grant of Phantom Units with DERs .

(a)

Effective as of the grant date set forth above (the “ Grant Date ”), Boardwalk Pipeline Partners, LP, a Delaware limited partnership (the “ Partnership ”), hereby grants to you ______Phantom Units under the Boardwalk Pipeline Partners Long-Term Incentive Plan (the “ Plan ”) on the terms and conditions set forth in this Phantom Unit Grant Agreement (this “ Agreement ”) and in the Plan. Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the Plan, unless the context requires otherwise. TO ACCEPT THIS AWARD, YOU MUST LOGIN TO CERIDIAN SELF-SERVICE AND MAKE A “TIME OF PAYMENT” ELECTION IN ACCORDANCE WITH PARAGRAPH 4 ON OR BEFORE MARCH 6, 2015.

(b)

This grant includes a tandem DER grant with respect to each Phantom Unit granted under this Agreement. The Partnership shall establish a DER bookkeeping account (“ DER Account ”) for you with respect to each Phantom Unit granted hereunder that shall be credited with an amount equal to all cash distributions, if any, paid by the Partnership with respect to a common unit of the Partnership (“ Common Unit ”) so long as such Phantom Unit is “outstanding” on the record date for the applicable distribution.


2.	Vesting .


(a)	Subject to Paragraph 3 below, the Phantom Units will become vested in accordance with the following schedule so long as you remain an Employee of the Partnership or one of its Affiliates through each “Vesting Date” listed below:



Vesting Date	Percentage of Phantom Units Granted Under this Agreement that Become Vested
December 1, 2016	50%
December 1, 2017	50%

(b)

Except as otherwise provided in Paragraph 3, if you incur a termination of employment with the Partnership and its Affiliates that constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the Treasury regulations and other applicable guidance issued thereunder (a “ Termination of Employment ”) prior to December 1, 2017 (the “ Final Vesting Date ”), then the Phantom Units that have not become vested as of the date of your Termination of Employment shall automatically be forfeited in full without payment upon your Termination of Employment.


(c)	Upon the vesting of a Phantom Unit, the amount credited to your tandem DER Account with respect to such Phantom Unit shall also vest. If a Phantom Unit is forfeited, the amount credited to your tandem DER Account with respect to such Phantom Unit shall be forfeited at the same time.


3.	Events Occurring Prior to the Final Vesting Date .

(a)

Death or Disability . If you incur a Termination of Employment prior to the Final Vesting Date due to your death or a disability that entitles you to benefits under a long-term disability plan of the Partnership or an Affiliate (“ Disability ”), a pro-rata percentage of the Phantom Units granted hereunder will automatically become vested upon your Termination of Employment. Such pro-rata percentage shall be equal to “A” divided by “B,” where “A” is the number of days in the period beginning on the Grant Date and ending on the date of your Termination of Employment, and “B” is the total number of days in the period beginning on the Grant Date and ending on the Final Vesting Date (the “ Vesting Period ”). The remaining percentage of your Phantom Units that do not become vested as provided in the preceding sentence shall automatically be cancelled unpaid on your Termination of Employment. Notwithstanding any deferral election you make pursuant to Paragraph 4(b), as soon as reasonably practicable (and, in all events, not later than 30 days) following your Termination of Employment due to your death or Disability, subject to Paragraph 5, the Partnership (or one of its Affiliates) shall pay to you (or, in the event of your death, to your estate or the person or persons who acquire the Phantom Units and tandem DERs granted hereunder by will or the laws of descent and distribution or otherwise by reason of your death), with respect to each Phantom Unit that becomes vested pursuant to this Paragraph 3(a), an amount of cash equal to the sum of (i) the average closing price of a Common Unit on the New York Stock Exchange (“ NYSE ”) for the last 30 trading days immediately preceding your Termination of Employment, and (ii) the cumulative amount credited to your DER Account maintained with respect to such vested Phantom Unit.

(b)

Retirement . If your Termination of Employment occurs one or more years after the Grant Date and prior to the Final Vesting Date and is due to your Retirement, then all of your Phantom Units that remain unvested will automatically become vested upon your Termination of Employment, subject to your continued compliance with the Noncompetition Restriction and the Non-solicitation Restriction set forth below.

Such Phantom Units (less the Retirement Tax Accelerated Phantom Units, as defined below) will be paid to you at the time you originally elected in accordance Paragraph 4 (i.e., the Regular Payment Dates if you elected “Payment Option A” or the Deferred Payment Date if you elected “Payment Option B”) so long as you have continuously complied with the Noncompetition Restriction and Non-solicitation Restriction through the applicable payment date(s). However, certain tax withholding obligations must be satisfied with respect to your vested Phantom Units and tandem DERs on the later of the date that is (x) one year after the Grant Date or (y) one year after you file a Retirement Notice (as defined below). To satisfy these tax withholding obligations, a portion of your vested Phantom Units (the “ Retirement Tax Accelerated Phantom Units ”) and tandem DERs will be accelerated and withheld in accordance with Paragraph 5 one year after you file a Retirement Notice. As used in this Paragraph 3(b):

(i)

“ Noncompetition Restriction ” means that, during the period beginning on the Grant Date and ending on the Final Vesting Date (the “ Award Period ”), without the written consent of the Committee, you will not, directly or indirectly (other than on behalf of the Partnership or one or more of its Affiliates), carry on or engage in the business of providing transportation, storage or processing of natural gas or natural gas liquids or any other business in which the Partnership or any of its Affiliates is engaged and with respect to which you provide material services or for which you have material responsibility during the final two years of your employment (the “ Business ”) within the Restricted Area; accordingly, you acknowledge and agree that during the Award Period and within the Restricted Area, you will not be employed or engaged by (or otherwise provide services to) any business, entity or person that engages in the Business (other than the Partnership or one or more of its Affiliates), as doing so would constituting carrying on or engaging in the Business in violation of the restrictions set forth in this Paragraph 3(b)(i);

(ii)

“ Non-solicitation Restriction ” means that during the Award Period, you will not, directly or indirectly, for yourself or any other person or entity, request or solicit in any manner, without the written consent of the Committee, any employee of the Partnership or any of its Affiliates with whom you had regular contact, or with whom you had a supervisory relationship (whether as a supervisor or supervisee) during the course of your employment with the Partnership or any of its Affiliates to terminate his or her employment with the Partnership or any of its Affiliates;


(iii)	“ Restricted Area ” means: (A) the State of Texas; (B) the following parishes within the State of Louisiana: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, DeSoto, East Baton Rouge, East Carroll, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville,

Jackson, Jefferson, Jefferson Davis, Lafayette, Lafourche, LaSalle, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana, and Winn; and (C) any other county in which you provide material services or for which you have material responsibility during the final two years of employment with the Partnership or any of its Affiliates; and

(iv)

“ Retirement ” means your Termination of Employment due to your resignation on or after reaching age 55 and having completed five or more years of continuous service with the Partnership and its Affiliates; provided, however, that such resignation will constitute a Retirement only if, at least one year prior to your desired retirement date, you file a written notice with the human resources department of the Partnership that (x) indicates you intend to retire and (y) specifies your intended retirement date (a “ Retirement Notice ”). For the avoidance of doubt, if you incur a Termination of Employment after you file a Retirement Notice but prior to the date that is one year after you file such Retirement Notice, your Termination of Employment will not be considered a Retirement for purposes of this Agreement.

The Committee or its delegate shall have the sole discretion to determine whether your Termination of Employment is due to Retirement and whether you have violated the Noncompetition Restriction or Non-solicitation Restriction, and its determination on such matters shall be final and binding for all purposes.

You expressly acknowledge and agree that this Agreement creates an additional incentive for you to help build the Partnership’s goodwill and that the Phantom Units and DERs granted to you hereunder further align your interests with the Partnership’s long-term business interests. You further acknowledge and agree that the Noncompetition Restriction and Non-solicitation Restriction are reasonable in all respects and reasonably related to the Partnership’s legitimate business interests, including the protection of its (and its Affiliates’) confidential information and goodwill. Although you and the Partnership represent that the limitations as to time, geographic area, and scope of activity contained in the Noncompetition Restriction and Non-solicitation Restriction are reasonable and enforceable as written, if this is judicially determined not to be the case, then you and the Partnership specifically request that the limitations contained in this Agreement be reformed to the extent necessary to make the Noncompetition Restriction and Non-solicitation Restriction enforceable.


(c)	Change of Control . If a Change of Control occurs during the Vesting Period and you incur a Qualified Termination on or after such Change of Control, then all of

the Phantom Units granted to you that have not previously become vested will automatically become vested upon your Qualified Termination, but will be paid at the time you originally elected in accordance Paragraph 4 (i.e., the Regular Payment Dates if you elected “Payment Option A” or the Deferred Payment Date if you elected “Payment Option B”). As used in this Paragraph 3(c), a “ Qualified Termination ” means your Termination of Employment before the Final Vesting Date either (i) by the Partnership or any of its Affiliates for any reason other than due to (x) your material violation of the Partnership’s or one of its Affiliate’s code of conduct policy, (y) your death or (z) your Disability or (ii) by you as a result of a material diminution in your duties and responsibilities in the aggregate following a Change of Control as compared to your duties and responsibilities immediately before such Change of Control.

(d)

Other Terminations . If your Termination of Employment occurs prior to the Final Vesting Date for any reason other than as provided in Paragraphs 3(a), (b) and (c) above, then all Phantom Units granted to you that remain unvested as of the date of your Termination of Employment shall automatically be forfeited on the date of your Termination of Employment without payment, unless and to the extent such forfeiture is waived by the Committee in its sole discretion.

Payments . To accept the Phantom Units and tandem DERs granted under this Agreement, you must login to https://sourceselfservice2.ceridian.com/bwp and elect, within 30 days following the Grant Date, the time at which your vested Phantom Units and tandem DERs, if any, shall be paid to you (i.e., Payment Option A or Payment Option B, as described in Paragraphs 4(a) and 4(b) and summarized in the chart below). Your time of payment election will be irrevocable and cannot be changed once it is made.



Vesting Date	Payment Option A	Payment Option B
December 1, 2016	Vested Phantom Units and tandem DERs paid in December 2016	Vested Phantom Units and tandem DERs generally* deferred until December 2017
December 1, 2017	Vested Phantom Units and tandem DERs paid in December 2017	Vested Phantom Units and tandem DERs paid in December 2017

*As described in Paragraph 4(b), a portion of the vested Phantom Units and tandem DERs will be accelerated and withheld to satisfy applicable tax withholding obligations.

(a)

Payment Option A : If you elect “Payment Option A,” your vested Phantom Units will be paid as they become vested (i.e., 50% will be paid in December 2016 and 50% will be paid in December 2017). In particular, on or as soon as reasonably practicable (and, in all events, not later than 30 days) each Vesting Date (the “ Regular Payment Dates ”), subject to Paragraph 5, the Partnership (or one of its Affiliates) shall pay to you, with respect to each vested Phantom Unit, an amount of cash equal to the sum of (i) the average closing price of a Common Unit on the NYSE for the last 30 trading days immediately preceding the applicable Regular Payment Date,

and (ii) the cumulative amount credited to your DER Account maintained with respect to such vested Phantom Unit.

(b)

Payment Option B : If you elect “Payment Option B,” except as otherwise provided in Paragraph 3(a), your vested Phantom Units will be deferred and paid to you within 30 days following the Final Vesting Date (the “ Deferred Payment Date ”). In particular, as soon as reasonably practicable (and, in all events, not later than 30 days) following the Deferred Payment Date, subject to Paragraph 5, the Partnership (or one of its Affiliates) shall pay to you, with respect to each vested Phantom Unit (other than the Payment Option B Tax Accelerated Phantom Units, as defined below), an amount of cash equal to the sum of (x) the average closing price of a Common Unit on the NYSE for the last 30 trading days immediately preceding the Deferred Payment Date, and (y) the cumulative amount credited to your DER Account maintained with respect to such vested Phantom Unit. However, if you elect “Payment Option B,” certain tax withholding obligations must still be satisfied with respect to your vested Phantom Units and tandem DERs at the time they become vested. To satisfy these tax withholding obligations, a portion of your vested Phantom Units (the “ Payment Option B Tax Accelerated Phantom Units ”) and tandem DERs that you elect to defer will be accelerated and withheld in accordance with Paragraph 5 at the time of vesting. For the avoidance of doubt, if you incur a Termination of Employment due to your death or Disability, any deferral election you make pursuant to this Paragraph 4(b) shall become null and void upon such Termination of Employment and any Phantom Units and tandem DERs that become vested upon such Termination of Employment will be paid in accordance with Paragraph 3(a).

Withholding of Taxes . To the extent that the vesting or payment of a Phantom Unit or its tandem DER granted hereunder results in the receipt of compensation income or wages by you with respect to which the Partnership (or one of its Affiliates) has a tax withholding obligation pursuant to applicable law, the Partnership (or its Affiliate) shall withhold, or cause to be withheld, from payments otherwise payable to you an amount equal to any tax or social security required to be withheld by reason of such resulting compensation income or wages, and to take such other action(s) as may be necessary in the opinion of the Partnership (or its Affiliate) to satisfy such withholding obligation. You acknowledge and agree that none of the Board, the Committee, the Partnership or any of its Affiliates have made any representation or warranty as to the tax consequences to you as a result of the vesting or payment of the Phantom Units or tandem DERs granted hereunder. You represent that you are in no manner relying on the Board, the Committee, the Partnership or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. You represent that you have consulted with any tax consultants that you deem advisable with respect to the Phantom Units and tandem DERs granted hereunder.


6.	No Rights as a Common Unit Holder . Without limiting any provision of this Agreement, neither you nor any person claiming under or through you shall have any of the rights or privileges of a holder of Common Units (including, without limitation, any voting rights) as a result of the grant of the Phantom Units or tandem DERs hereunder.

Limitations Upon Transfer . All rights under this Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise) other than by will or the laws of descent and distribution and such rights shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Agreement or the Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.


8.	Binding Effect . This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Partnership and any person lawfully claiming under you.

Entire Agreement . This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the Phantom Units and tandem DERs granted hereunder. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.

10.

Amendments . The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces your rights hereunder shall be effective only if it is in writing and signed by both you and an authorized officer of the general partner of the General Partner of the Partnership.

11.

Section 409A Compliance . The terms of this Agreement shall be construed as necessary to comply with, or be exempt from, Section 409A of the Code and the Treasury regulations and other applicable guidance issued thereunder (collectively, “ Section 409A ”). If a payment hereunder would be subject to the additional tax under Section 409A(a)(2)(B)(i) of the Code, then such payment shall be delayed and paid in a lump sum (without interest) on the earlier of (i) the first day that is more than six months after your Termination of Employment or (ii) your death. For purposes of Section 409A, each payment provided under this Agreement shall be treated as a separate payment.

12.

No Right to Employment . Nothing in the Plan, nor the grant of the Phantom Units and tandem DERs pursuant to this Agreement, shall confer upon you the right to continued employment by the Partnership or any of its Affiliates or affect in any way the right of the Partnership or any of its Affiliates to terminate your employment at any time. Unless otherwise provided in a written employment agreement or by applicable law, your employment by the Partnership and its Affiliates shall be on an at-will basis, and your employment relationship may be terminated at any time by either you or the Partnership or one of its Affiliates for any reason or for no reason whatsoever, with or without cause or

notice. Any question as to whether and when there has been a termination of your employment, and the cause of such termination, shall be determined by the Committee or its delegate, and its determination shall be final and binding for all purposes.

13.

Clawback . Notwithstanding any provision in this Agreement or the Plan to the contrary, to the extent required by (a) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any Securities and Exchange Commission rule or any applicable securities exchange listing standards and/or (b) any policy that may be adopted or amended by the Board from time to time, all Phantom Units and tandem DERs granted hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy.


14.	Governing Law . This grant shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws principles thereof.

If you disagree with any of the terms of this Agreement or choose not to accept the Phantom Units and tandem DERs granted hereunder, please contact Allison McLean on or before the close of business on March 6, 2015. Otherwise, by making a time of payment election through Ceridian in accordance with Paragraph 4, you will be deemed to have (i) accepted the Phantom Units and tandem DERs granted hereunder and (ii) expressly acknowledged and agreed to all of the applicable terms and conditions set forth in this Agreement and in the Plan.

[Remainder of Page Intentionally Blank;

Signature Page Follows]

IN WITNESS WHEREOF , this Agreement has been executed by an authorized officer of the general partner of the General Partner of the Partnership, effective for all purposes as provided above.

BOARDWALK PIPELINE PARTNERS, LP

By: Boardwalk GP, LP, its general partner

By: Boardwalk GP, LLC, its general partner

By: ________________________________

Exhibit 99.1



News Release

BOARDWALK ANNOUNCES FOURTH QUARTER 2014 RESULTS

AND QUARTERLY DISTRIBUTION OF $0.10 PER UNIT

HOUSTON, February 9, 2015 -- Boardwalk Pipeline Partners, LP , (NYSE:BWP) announced today that it has declared a quarterly cash distribution per common unit of $0.10 ($0.40 annualized) payable on February 26, 2015, to unitholders of record as of February 19, 2015.

The Partnership also announced its results for the fourth quarter and year ended December 31, 2014, which included the following items:


•	Operating revenues of $304.6 million for the quarter and $1,233.8 million for the year ended December 31, 2014, a 3% decrease and a 2% increase from $312.9 million and $1,205.6 million in the comparable 2013 periods;


•	Net income attributable to controlling interests of $36.8 million for the quarter and $233.6 million for the year ended December 31, 2014, an 89% increase and an 8% decrease from $19.5 million and $253.7 million in the comparable 2013 periods;


•	Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) of $158.7 million for the quarter and $687.6 million for the year ended December 31, 2014, a 22% increase and a slight decrease from $129.6 million and $688.7 million in the comparable 2013 periods; and


•	Distributable cash flow of $106.7 million for the quarter and $449.4 million for the year ended December 31, 2014, a 23% and 20% decrease from $138.9 million and $558.6 million in the comparable 2013 periods.

Compared with the fourth quarter of 2013, the Partnership’s operating revenues, net of fuel and transportation expenses, were impacted by the effects of continued unfavorable market conditions on its storage and parking and lending revenues. Excluding the effects of asset impairment charges primarily from a goodwill impairment charge recognized in 2013, Adjusted EBITDA was also impacted by higher operating expenses primarily from increased maintenance spending, acquisition costs related to the acquisition of the Evangeline pipeline system as well as employee-related costs.

Operating results for the full year were impacted by the factors discussed above, colder winter weather experienced in the first half of 2014 and a $10.0 million charge to net income attributable to controlling interests related to the Bluegrass project. The 2013 period was favorably impacted by a gain on the sale of operating assets of $29.5 million, which generated $60.7 million of distributable cash flow. Distributable cash flow for 2014 was impacted by higher maintenance capital expenditures as compared with 2013 and the purchase of storage base gas for the Partnership’s pipeline systems.

Capital Program

Growth capital expenditures were $298.3 million and maintenance capital expenditures were $91.4 million for the year ended December 31, 2014 . In 2014, the Partnership purchased $14.7 million of natural gas to be used as base gas for our pipeline systems.

Exhibit 99.1

Conference Call

The Partnership has scheduled a conference call for February 9, 2015, at 9:30 a.m. Eastern time to review the quarterly results, current market conditions and distribution amount. The earnings webcast 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) 299-4454 for callers in the U.S. or (617) 597-5447 for callers outside the U.S. The PIN number to access the call is 53827864.

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 midstream portion of the natural gas and natural gas liquids industry. 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.

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 14,625 miles of natural gas and liquids pipelines and underground storage caverns with an aggregate working gas capacity of approximately 208 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.

Exhibit 99.1

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,
	2014			2013			2014			2013
Operating Revenues:
Transportation	$	276.2		$	268.1		$	1,065.1		$	1,028.0
Parking and lending		1.9			4.0			23.3			23.9
Storage		19.4			28.0			89.5			110.9
Other		7.1			12.8			55.9			42.8
Total operating revenues		304.6			312.9			1,233.8			1,205.6
Operating Costs and Expenses:
Fuel and transportation		25.9			24.8			120.7			93.4
Operation and maintenance		61.9			55.5			198.8			186.5
Administrative and general		35.9			28.0			125.0			117.4
Depreciation and amortization		77.7			68.8			288.7			271.6
Asset impairment		1.5			2.9			10.1			4.1
Goodwill impairment		—			51.5			—			51.5
Net gain on sale of operating assets		—			(0.3	)		(1.1	)		(29.5	)
Taxes other than income taxes		21.2			23.2			93.5			96.1
Total operating costs and expenses		224.1			254.4			835.7			791.1
Operating income		80.5			58.5			398.1			414.5
Other Deductions (Income):
Interest expense		44.4			41.2			165.5			163.4
Interest income		(0.2	)		(0.1	)		(0.6	)		(0.5	)
Equity (earnings) losses in unconsolidated affiliates		(0.4	)		0.6			86.5			1.2
Miscellaneous other income, net		(0.2	)		(0.1	)		(0.5	)		(0.3	)
Total other deductions		43.6			41.6			250.9			163.8
Income before income taxes		36.9			16.9			147.2			250.7
Income taxes		—			0.2			0.4			0.5
Net income		36.9			16.7			146.8			250.2
Net earnings (loss) attributable to noncontrolling interests		0.1			(2.8	)		(86.8	)		(3.5	)
Net income attributable to controlling interests	$	36.8		$	19.5		$	233.6		$	253.7
Net Income per Unit:
Basic net income per unit:
Common units	$	0.15		$	0.08		$	0.94		$	1.00
Class B units	$	—		$	(0.02	)	$	—		$	0.05
Weighted-average number of units outstanding - basic:
Common units		243.3			241.2			243.3			220.5
Class B units		—			2.0			—			17.6
Diluted net income per unit:
Common units	$	0.15		$	0.08		$	0.94		$	0.96
Class B units	$	—		$	—		$	—		$	0.48
Weighted-average number of units outstanding - diluted:
Common units		243.3			243.2			243.3			226.8
Class B units		—			—			—			11.3
Cash distribution declared and paid to common units	$	0.10		$	0.5325		$	0.40		$	2.13
Cash distribution declared and paid to class B units	$	—		$	—		$	—		$	0.90

Exhibit 99.1

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 Three Months Ended December 31,						For the Year Ended December 31,
	2014			2013			2014			2013
Net income attributable to controlling interests	$	36.8		$	19.5		$	233.6		$	253.7
Income taxes	—			0.2			0.4			0.5
Depreciation and amortization	77.7			68.8			288.7			271.6
Interest expense	44.4			41.2			165.5			163.4
Interest income	(0.2		)	(0.1		)	(0.6		)	(0.5		)
Adjusted EBITDA	158.7			129.6			687.6			688.7
Less:
Cash paid for interest, net of capitalized interest	25.4			24.1			153.0			151.0
Maintenance capital expenditures	27.5			32.8			91.4			69.7
Base gas capital expenditures	—			—			14.7			—
Add:
Proceeds from insurance recoveries and settlements	—			—			6.3			—
Proceeds from sale of operating assets	—			12.1			2.9			60.7
Net gain on sale of operating assets	—			(0.3		)	(1.1		)	(29.5		)
Asset impairment	1.5			2.9			3.0			4.1
Goodwill impairment	—			51.5			—			51.5
Bluegrass/Moss Lake project impairment, net of noncontrolling interest	—			—			10.0			—
Other ⁽¹⁾	(0.6		)	—			(0.2		)	3.8
Distributable Cash Flow	$	106.7		$	138.9		$	449.4		$	558.6


(1)	Includes other non-cash items, such as the equity component of allowance for funds used during construction and equity in earnings, net of noncontrolling interests.

Exhibit 99.1

BOARDWALK PIPELINE PARTNERS, LP

NET INCOME PER UNIT RECONCILIATION

(Unaudited)

For the 2013 calculation, 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. Unless otherwise noted, basic and diluted net income per unit are the same.

The following table provides a reconciliation of net income and the assumed allocation of net income to the common units for purposes of computing net income per unit for the three months ended December 31, 2014, (in millions, except per unit data):



	Total		Common Units		General Partner and IDRs
Net income	$	36.9
Less: Net income attributable to noncontrolling interests		0.1
Net income attributable to controlling interests		36.8
Declared distribution		24.7	$	24.2	$	0.5
Assumed allocation of undistributed net income		12.1		11.8		0.3
Assumed allocation of net income attributable to limited partner unitholders and general partner	$	36.8	$	36.0	$	0.8
Weighted-average units outstanding				243.3
Net income per unit			$	0.15

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 December 31, 2013, (in millions, except per unit data):



	Total			Common Units			Class B Units			General Partner and IDRs
Net income	$	16.7
Less: Net loss attributable to noncontrolling interests		(2.8	)
Net income attributable to controlling interests		19.5
Declared distribution		24.8		$	24.3		$	—		$	0.5
Assumed allocation of undistributed net loss - basic		(5.3	)		(5.1	)		(0.1	)		(0.1	)
Assumed allocation of net income attributable to limited partner unitholders and general partner - basic		19.5			19.2			(0.1	)		0.4
Allocation for diluted earnings per unit		—			(0.1	)		0.1			—
Assumed allocation of net income attributable to limited partner unitholders and general partner - diluted	$	19.5		$	19.1		$	—		$	0.4
Weighted-average units outstanding - basic					241.2			2.0
Weighted-average units outstanding - diluted					243.3			—
Net income per unit - basic				$	0.08		$	(0.02	)
Net income per unit - diluted				$	0.08		$	—

Exhibit 99.1

The following table provides a reconciliation of net income and the assumed allocation of net income to the common units for purposes of computing net income per unit for the year ended December 31, 2014, (in millions, except per unit data):



	Total			Common Units		General Partner and IDRs
Net income	$	146.8
Less: Net loss attributable to noncontrolling interests		(86.8	)
Net income attributable to controlling interests		233.6
Declared distribution		99.2		$	97.2	$	2.0
Assumed allocation of undistributed net income		134.4			131.7		2.7
Assumed allocation of net income attributable to limited partner unitholders and general partner	$	233.6		$	228.9	$	4.7
Weighted-average units outstanding					243.3
Net income per unit				$	0.94

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 year ended December 31, 2013, (in millions, except per unit data):



	Total			Common Units			Class B Units			General Partner and IDRs
Net income	$	250.2
Less: Net loss attributable to noncontrolling interests		(3.5	)
Net income attributable to controlling interests		253.7
Declared distribution		430.5		$	381.8		$	13.7		$	35.0
Assumed allocation of undistributed net loss - basic		(176.8	)		(160.5	)		(12.8	)		(3.5	)
Assumed allocation of net income attributable to limited partner unitholders and general partner - basic		253.7			221.3			0.9			31.5
Allocation for diluted earnings per unit		—			(4.6	)		4.6			—
Assumed allocation of net income attributable to limited partner unitholders and general partner - diluted	$	253.7		$	216.7		$	5.5		$	31.5
Weighted-average units outstanding - basic					220.5			17.6
Weighted-average units outstanding - diluted					226.8			11.3
Net income per unit - basic				$	1.00		$	0.05
Net income per unit - diluted				$	0.96		$	0.48

SOURCE: Boardwalk Pipeline Partners, LP

INVESTOR CONTACTS:

Molly Ladd Whitaker, 866-913-2122

Director of Investor Relations and Corporate Communications

ir@bwpmlp.com

Jamie Buskill, 713-479-8082

Senior VP, Chief Financial and Administrative Officer and Treasurer

MEDIA CONTACT:

Joe Hollier, 713-479-8670

Manager of Corporate Communications

joe.hollier@bwpmlp.com