Veresen Announces Enhanced Funding Strategy Through Pursuing Sale of Power Business and the Suspension of DRIP, Second Quarter Financial Results and Increased Guidance

CALGARY, ALBERTA--(Marketwired - Aug. 3, 2016) - Veresen Inc. ("Veresen") (VSN.TO) today announced it will pursue the sale of its power generation business and will suspend its Premium Dividend™ and Dividend Reinvestment Plan. Proceeds from the divestiture will be invested to develop Veresen's significant inventory of contracted capital projects in the core natural gas and NGL infrastructure business. These steps will result in a company with the following attributes:

• Integrated natural gas and NGL infrastructure business focused on competitive supply regions and pipelines that access growing end markets

• Best in class growth profile driven by $1.4 billion of contracted capital projects under construction that are fully funded with no requirement to access equity capital markets

• Growing distributable cash per share and strong balance sheet with 4.0x - 4.5x Debt to EBITDA once the projects are in service

• Attractive annualized dividend rate of $1.00 per common share entirely supported by distributable cash generated from existing take-or-pay and fee-for-service contracts

"We have grown our power business into a high quality portfolio of scale, and while these are great assets, they are not complementary to our core natural gas and NGL infrastructure business," said Don Althoff, President and CEO of Veresen. "We completed our inventory of power development projects in late 2015, and with Alliance's strong performance under its new service model as well as visibility to the Tower and Sunrise processing facilities coming on line in late 2017, the time is right to monetize our power business into a strong market for assets of this nature."

Divestiture of Power Business and Funding Strategy

Veresen's power business, which consists of approximately 625 MW of primarily renewable and gas-fired generation, is expected to contribute EBITDA of approximately $100 million in 2016 and had asset level debt financing of $382 million at June 30, 2016. Veresen has engaged TD Securities Inc. as the company's sole financial advisor on the divestiture of the power business.

Veresen intends to initially apply the proceeds of the sale of the power business to reduce its debt outstanding and subsequently fund the remaining equity component of projects currently under construction through 2018. At the end of the second quarter, approximately $535 million of the aggregate $1.4 billion of capital required to complete Veresen's existing capital projects had been incurred, with a remaining equity component of approximately $350 to $450 million. The enhanced funding plan will meaningfully improve the company's balance sheet strength at closing, eliminating the need for external equity financing for these projects and increasing growth on a per share basis.

Dividend and Suspension of DRIP

Veresen's Board of Directors has confirmed the annualized dividend rate of $1.00 per Common Share. As a result of the growth and diversification of Veresen's businesses over the last five years, the dividend is now underpinned entirely by distributable cash from take-or-pay and fee-for-service businesses with a weighted average contract life of over eight years.

"Veresen's dividend is supported by the stability and predictability of the company's existing distributable cash stream as well as increased confidence in the sustainability of Alliance's performance under its new service model," said Don Althoff. "Over the next two and a half years, $1.4 billion of contracted capital projects currently under construction will come on-line, resulting in increased EBITDA and distributable cash, which will reduce the payout ratio."

The Board of Directors has elected to suspend the Premium Dividend™ and Dividend Reinvestment Plan beginning with the August 2016 dividend. Shareholders of record on July 29, 2016 will still have the ability to participate in either the dividend reinvestment component or the Premium Dividend™ component of the Premium Dividend™ and Dividend Reinvestment Plan for the previously declared July dividend.

Second Quarter Financial and Operational Highlights

• Distributable cash for the quarter of $94 million or $0.30 per Common Share relative to $81 million or $0.27 per Common Share in the first quarter, the result of higher contributions from the pipeline and midstream business segments

• Throughput volumes and distributable cash from Alliance remained particularly strong in the pipeline's second full quarter under the new service model, driven by continuing shipper uptake of seasonal firm and interruptible transportation in response to stronger relative pricing in U.S. Mid-West markets

• Total of $424 million ($203 million net to Veresen) in capital was invested by Veresen Midstream during the second quarter, including $389 million ($186 million net) for the construction of the Sunrise, Tower and Saturn Phase II processing facilities

• Full year 2016 distributable cash guidance mid-point increased by 7% to reflect the robust performance in the underlying businesses over the first half of the year and management's confidence in sustained momentum for the balance of the year

Update on Key Strategic Initiatives

• In June, the 50 MMcf/d refrigeration expansion of the Hythe gas processing facility was placed into service ahead of schedule at a total capital cost of approximately $24 million ($12 million net to Veresen). Increased liquids-rich production from wells in the area created Veresen Midstream's first brownfield expansion opportunity and is indicative of the kinds of opportunities Veresen Midstream expects to capitalize on in the future

• Construction at Sunrise, Tower and Saturn Phase II remains on schedule and on budget with over 35% of the $2.5 billion in sanctioned capital ($1.2 billion net to Veresen) incurred to date

• Invested $21 million in the quarter to advance the wholly-owned and operated Burstall ethane storage facility, which is expected to be in-service in 2018 at a total cost of $140 million. The project reflects Veresen's strategy to leverage its existing asset base to generate ancillary investment opportunities at attractive rates of return

• Finalized key commercial terms with customers for at least 50% of the Jordan Cove LNG project's initial design capacity and executed natural gas transportation service precedent agreements on Pacific Connector Gas Pipeline ("Pacific Connector") representing in excess of 75% of the rated capacity of the pipeline. Negotiations for the remaining terminal capacity are ongoing with several parties

• The Federal Energy Regulatory Commission ("FERC") issued an Order Granting Rehearing for Further Consideration on May 9, 2016 in response to requests for rehearing by Jordan Cove LNG and Pacific Connector. The FERC issued this order for the limited purpose of allowing itself more time than the 30 day statutory period to consider the merits of the requests for rehearing. The FERC will grant or deny the requests for rehearing in a future order

Financial Overview
		Three Months Ended
		June 30
($ Millions, except per Common Share amounts)		2016		2015
Adjusted net income attributable to Common Shares		13		11
	Per Common Share ($)	0.04		0.04
Net income attributable to Common Shares		9		(12	)
	Per Common Share ($)	0.03		(0.04	)
Distributable Cash(1)
Pipeline		84		70
Midstream		21		16
Power		12		7
Veresen - Corporate		(16	)	(15	)
Taxes		-		(7	)
Preferred Share dividends		(7	)	(7	)
Total Distributable Cash		94		64
	Per Common Share ($)	0.30		0.22

(1)	See the reconciliation of distributable cash to cash from operating activities in tables attached to this news release.

During the second quarter, Veresen generated adjusted net income attributable to Common Shares of $13 million or $0.04 per Common Share, reflecting the strength of the pipeline business, tempered by the continued impact of a challenging commodity price environment on Aux Sable and higher project development spending to continue the advancement of the Jordan Cove LNG project.

Distributable cash for the second quarter was $94 million or $0.30 per Common Share, compared to $64 million or $0.22 per Common Share for the same period last year. This was driven by increases from the each of the business segments and lower cash taxes.

Proportionate Consolidation(1)
Three Months	Pipelines						Midstream
Ended June 30							Veresen		Aux
($ millions)	Alliance(2)		Ruby(3)		AEGS		Midstream		Sable		Power		Corporate		Total
EBITDA(4)	74		48		7		18		4		24		(7	)	168
Interest	(12	)	(14	)	(1	)	(6	)			(6	)	(9	)	(48	)
Principal Repayment	(16	)	(12	)	(1	)	(1	)			(4	)			(34	)
Maintenance Capex							(1	)	(1	)	(2	)			(4	)
Other(5)	4		7				6		2				(7	)	12
Distributable Cash	50		29		5		16		5		12		(23	)	94
Long-term Debt	720		722		79		627		7		382		976		3,513
Growth Capital(4)							203		10				23		236

(1)	This table contains non-GAAP measures. Balances for Veresen's jointly controlled businesses represent Veresen's proportional share based on Veresen's ownership interest, and includes consolidation adjustments. See the reconciliation of distributable cash to cash from operating activities tables attached to this news release.
(2)	Approximately 54% of Alliance EBITDA was earned in C$.
(3)	Ruby EBITDA presented as a 50% proportionate share with benefit of preferred distribution structure reflected in "other".
(4)	Corporate EBITDA and growth capital do not include $40 million of Jordan Cove project development spending expensed during the quarter. Corporate growth capital includes $21 million of Burstall investment.
(5)	Corporate "other" relates to preferred share dividends.

Business Segment Overview
Volumes by Segment			Q2 2016	Q1 2016	Q4 2015	Q3 2015	Q2 2015
Pipeline
	Aliance (bcf/d)
		Firm	1.320	1.391	1.325	1.325	1.325
		Authorized Overrun Service(1)	n/a	n/a	0.156	0.011	0.175
		Seasonal Firm	0.144	0.094	n/a	n/a	n/a
		Priority Interruptible Transportation Service and Interruptible Transportation	0.095	0.139	n/a	n/a	n/a
		Total Canadian Volumes	1.559	1.624	1.481	1.336	1.500
		U.S. Bakken Volumes	0.139	0.131	0.161	0.153	0.162
		Total Deliveries into Channahon	1.698	1.755	1.642	1.489	1.662
	Ruby (bcf/d)		0.555	0.705	1.013	0.930	0.680
	AEGS (mbbls/d)		287	286	280	286	280
Midstream
	Veresen Midstream (mmcf/d)
		Hythe / Steeprock	385	386	392	392	394
		Dawson	724	767	709	608	585
	Total Veresen Midstream		1,109	1,153	1,101	1,000	979
	Aux Sable (mbbls/d)		91	69	73	57	71
Power
	Power (GWh, net)		209	208	155	133	155

(1)	Under the prior cost of service model, Authorized Overrun Service ("AOS") allowed all firm shippers certain additional capacity without an incremental toll. Under the new service model, capacity in excess of long-term firm may be sold as seasonal firm, Priority Interruptible Transportation Service ("PITS") or Interruptible Transportation ("IT").

Pipeline

Alliance

Throughput volumes on Alliance remained strong under the new service model, with total deliveries into Channahon of 1.698 bcf/d for the second quarter. This is an increase of approximately 2% over the second quarter of 2015 and a decrease of 3% from the first quarter, which typically sees the highest throughput due to the pipeline's ability to transport incremental volumes under lower ambient temperatures. Importantly, Canadian average daily throughput of 1.559 bcf/d was a meaningful improvement over the 1.500 bcf/d in average daily throughput during the comparable quarter of 2015. Since Canadian volumes are transported through several segments of the pipeline, Alliance collects higher per unit tolls on deliveries into Channahon from Canada than from U.S. Bakken deliveries.

Producer demand for Seasonal Firm, PITS and IT service was driven largely by a wide AECO - Chicago gas price basis differential as well as outages and curtailments on alternative egress options out of western Canada. Veresen expects these drivers to persist, resulting in volumes on Alliance remaining strong in the near term. Alliance continues to optimize the operations of the pipeline under the new service model to maximize the amount of interruptible transportation offered to shippers.

Distributable cash from Alliance was $50 million in the second quarter, an increase of $10 million over the first quarter, the first full quarter under the new service model. Although firm transportation rates under the new service model are lower than they were under the cost of service model, during the first six months of 2016, this has been offset by the ability to generate revenues from seasonal, interruptible and other ancillary services, as well as through certain cost reductions. Distributable cash also benefitted over the first half of the year from a scheduled lower rate of debt amortization as a result of significant deleveraging during Alliance's first 15 years of operations.

With two quarters of solid performance under the new service model, Veresen believes that distributable cash in the first half of 2016 is generally indicative of future run rate in an environment where there is very strong demand for Alliance's service. However, the company expects that there will continue to be some degree of volatility in quarter over quarter distributable cash due to operational seasonality and cash flow timing.

Approximately 60% of firm receipt capacity on Alliance is held by shippers with investment grade credit ratings and during the second quarter, Alliance's largest shipper had its credit rating upgraded to one step below investment grade. Alliance continues to monitor its potential credit exposures, and although there are no specific concerns with regard to material shippers at this time, as a normal course of business, Alliance requires security from counterparties that are below investment grade. The weighted average contract length on Alliance of just under five years provides insulation from near-term weakness in natural gas prices, while the ongoing amortization of debt within Alliance continues to improve the pipeline's positioning for future contract negotiations.

Ruby

Volumes on Ruby during the second quarter continued to be impacted by low western Canadian natural gas pricing and a weak Canadian dollar, improving AECO's competitiveness into Malin Hub relative to sourcing from Opal Hub. Veresen's preferred distribution from Ruby provides the company with US$91 million per year, with variance in Veresen's distributable cash only as a result of fluctuating foreign exchange rates.

The company remains confident that Ruby can continue to support its preferred distribution to Veresen. Investment grade shippers on Ruby represent sufficient volumes to meet Veresen's preferred distribution, with continued debt amortization reducing volumes required for distribution coverage. Weighted average contract length on Ruby is approximately seven years.

AEGS

Both volumes and distributable cash from AEGS remain very stable. AEGS is a critical part of the infrastructure supporting the petrochemical industry in Alberta, with distributable cash underpinned by long-term take-or-pay contracts.

Midstream

Veresen Midstream

Veresen Midstream's strong operational performance continued in the second quarter, although volumes at Dawson were impacted by some third-party downstream curtailments. Volumes at Hythe / Steeprock were in-line with expectations and included some volumes from third party producers, while Veresen Midstream's facilities operated with nearly 100% plant reliability.

Veresen Midstream currently provides Veresen with approximately $16 million of distributable cash each quarter. Veresen's share of EBITDA for the quarter of $18 million was roughly split between Hythe / Steeprock and Dawson, and was in line with the first quarter of 2016. Costs were also effectively in line with the prior quarter. EBITDA from Dawson is expected to continue to grow as additional gathering lines, compression and gas plants are brought into service.

Since Veresen Midstream was formed in early 2015, a total of $3.3 billion (approximately $1.6 billion net to Veresen) in capital projects have been sanctioned under the agreement with Cutbank Ridge Partnership ("CRP") and Encana to fund up to $5 billion of new infrastructure. At the end of the second quarter, approximately $685 million in capital projects were in service.

In June, the 50 MMcf/d refrigeration expansion of the Hythe gas processing facility was placed into service ahead of schedule at a total capital cost of approximately $24 million ($12 million net to Veresen), in-line with expectations. The additional capacity is in support of increased liquids-rich production by CRP and represents Veresen Midstream's first brownfield expansion. The refrigeration expansion was designed, constructed and placed into service by Veresen Midstream and is indicative of the kinds of opportunities Veresen Midstream expects to capitalize on in the future. The expansion, as part of the Hythe / Steeprock assets, is operated by Veresen Midstream and is governed by the existing take-or-pay Midstream Services Agreement with Encana.

During the second quarter, a total of $424 million ($203 million net to Veresen) in capital was invested by Veresen Midstream, including $390 million ($186 million net) for the construction of the Sunrise, Tower and Saturn Phase II processing facilities. Construction of the three processing facilities remains on budget and on schedule, with more than 35% of capital incurred to date. The company continues to expect the combined cost of the processing facilities currently under construction to be approximately $2.5 billion (approximately $1.2 billion net to Veresen), with the Sunrise and Tower plants in-service by the end of 2017 and the Saturn Phase II plant in-service by mid-2018.

When all three of these facilities are operational, Veresen Midstream will have 1.5 bcf/d of processing capacity in operation and will be a dominant player in the core of the Montney, one of North America's most prolific and competitive resource plays. Once commissioned, these facilities are expected to generate incremental run-rate EBITDA of between $250 million to $300 million (approximately $120 million to $145 million net to Veresen), based on target volumes. Veresen Midstream will fund approximately 55% to 60% of the construction costs of the Sunrise, Tower and Saturn gas plants with its existing $1.275 billion credit facility and additional non-recourse debt at the partnership level, with the balance to be contributed by Veresen and KKR over time.

Capital fees from the gas plants under construction will be generated from fee-for-service agreements where unit capital fees are set to achieve a target rate of return based on invested capital and expected throughput, and will be adjusted after 12 months of commercial operations based on updated throughout expectations. The facilities under construction, when placed into service, will address growing production volumes and current infrastructure constraints in the region, and allow Veresen Midstream to take advantage of opportunities to bring in additional volumes from regional producers. As fallback protection, if Veresen Midstream has not recovered its invested capital after the eighth year of a facility's service period, the Dawson MSA provides for CRP to make a lump sum payment to Veresen Midstream for unrecovered capital invested.

Aux Sable

Improvement in ethane and propane prices drove increased NGL margins from Aux Sable's North Dakota business in the second quarter, which resulted in a distributable cash contribution of $5 million from Aux Sable during the quarter. Aux Sable's NGL Sales Agreement with BP continued to provide downside protection during the second quarter, with the need for NGL margins to increase somewhat meaningfully before Aux Sable's profitability reflects a more fulsome NGL margin recovery.

While liquids prices remain at cyclical lows, Veresen believes the market is starting to reflect the early stages of a recovery, with the expectation that the U.S. Mid-West market will come into balance over the next several years as the significant build out of petrochemical capacity in the U.S. Gulf Coast comes into service and waterborne exports of ethane and propane continue to increase. Reflecting the improvement in NGL margins, in the second quarter Aux Sable increased its recovery of ethane to approximately 75% of capacity relative to approximately 40% in the first quarter.

The expansion of the Channahon Facility is nearly complete and is expected to be placed into service during the third quarter. When operational, the expansion will add 27,500 bbl/d of additional liquids handling capacity, which will allow for increased liquids to flow on the Alliance pipeline. The project remains on schedule and on budget, with approximately US$48 million of the total US$56 million of expenditures net to Veresen incurred at the end of the quarter.

Burstall Ethane Storage Facility

During the quarter, the company continued construction of a one million barrel ethane storage facility located near Burstall, Saskatchewan, underpinned by a 20-year contract with NOVA Chemicals. The total cost of construction is expected to be approximately $140 million, with $21 million spent during the second quarter. Veresen has incurred approximately one-quarter of the cost of construction to date and anticipates spending an additional $35 to $45 million in the second half of the year. Veresen expects that the construction of Burstall will be completed in late 2018.

Power

Distributable cash of $12 million from the power segment was consistent with performance in the prior quarter as the assets continued to generate a predictable income stream. On August 1, 2016, Veresen closed the previously announced sale of the 33 megawatt Glen Park hydro power generation facility for proceeds of US$61 million after closing adjustments. Glen Park was Veresen's only merchant facility and its only remaining power asset in the United States.

Jordan Cove LNG Project and Pacific Connector

The company continues to pursue the Jordan Cove LNG Project and related Pacific Connector natural gas pipeline with a current focus of securing additional agreements for the long-term sale of natural gas liquefaction capacity at the export terminal as well as securing the requisite regulatory permits for both the terminal and the pipeline.

On April 8, 2016, Jordan Cove LNG finalized key commercial terms with ITOCHU Corporation for the purchase of an additional 1.5 million tonnes per annum of natural gas liquefaction capacity. In conjunction with the previously announced agreement with JERA Co., Inc., Jordan Cove LNG has now concluded key commercial terms in respect of at least 3 million tonnes per annum of natural gas liquefaction capacity, with ongoing negotiations for the remaining liquefaction capacity with other parties. In addition, Pacific Connector executed natural gas transportation service precedent agreements representing in excess of 75% of the rated capacity of the pipeline.

Also on April 8, 2016, Jordan Cove LNG and Pacific Connecter submitted requests for rehearing to the FERC regarding its March 11, 2016 order that denied the applications of Jordan Cove LNG and Pacific Connector seeking authorization for the construction and operation of the LNG export terminal and related natural gas pipeline. Specifically, the FERC stated that in the context of a lack of demonstrated commercial support for the projects, the public benefits of Pacific Connector do not outweigh the potential for adverse impacts on landowners and communities. The requests for rehearing submission urged the FERC to consider the agreements with customers of the LNG terminal and shippers on Pacific Connector as evidence of market support for the projects, and that the public benefits of the projects outweigh the potential adverse impacts on landowners.

On May 9, 2016 the FERC issued an Order Granting Rehearing for Further Consideration, often referred to as a tolling order, for the limited purpose of noting that rehearing has been timely requested and allowing itself more time than the 30 day statutory period to consider the merits of such requests for rehearing. The FERC will grant or deny the requests for rehearing in a future order.

During the second quarter, Veresen reached an agreement with Williams Partners Operating, LLC, the joint-owner of Pacific Connector Gas Pipeline L.P. ("PCGP"), to restructure PCGP and provide Veresen with a controlling interest in PCGP, improving the alignment of the partnership in the commercialization of both the Jordan Cove LNG terminal and Pacific Connector pipeline projects. This restructuring is fair value neutral and has no effect on the combined economics of the terminal and the pipeline.

Approximately $40 million of project development spend was incurred in the second quarter. Project development costs were elevated in the first half of the year due to the cost of running a competitive bid process for the lump-sum turn-key contract for the construction of the terminal. Project development spend for the balance of the year will remain contingent on the project continuing to meet regulatory and commercial milestones.

Increased 2016 Guidance

Veresen has increased its 2016 distributable cash guidance to be in the range of $1.03 per Common Share to $1.13 per Common Share, reflecting the strong performance of the underlying business. In particular, the distributable cash guidance midpoint for Alliance has been increased by $0.06 per Common Share, or approximately 12%, reflecting management's confidence in continued strong results under the new service model. Additionally, increased NGL margins have slightly improved the profitability outlook for Aux Sable, relative to the company's earlier forecast of effectively no contribution to distributable cash in 2016.

The increased guidance range reflects a payout ratio of approximately 88% to 97% of distributable cash. Further details concerning 2016 guidance can be found on the home page of Veresen's web site at www.vereseninc.com.

Balance Sheet and Funding Strategy

Veresen expects to ultimately use the proceeds of the divestiture of the power business as well as internally generated cash flows in excess of the dividend to fund the equity component of the $1.4 billion of projects currently under construction. At the end of the second quarter, approximately $535 million of the aggregate cost of these projects had been incurred, with a remaining equity component of approximately $350 to $450 million to be funded over the next two and a half years. Veresen does not expect a need for additional external equity financing for these projects.

Until the proceeds of the power business are realized, Veresen expects to use its $750 million revolving credit facility to fund its equity contributions into Veresen Midstream which are expected to be approximately $140 to $160 million for the remainder of 2016. An additional $45 to $55 million will be required in 2016 to complete the Aux Sable expansion and fund construction of Burstall. As at June 30, 2016, Veresen had approximately $452 million of available, undrawn capacity on its $750 million revolving credit facility.

For the balance of the capital requirements within Veresen Midstream, the partnership expects to use its existing credit facilities, which had $652 million (approximately $311 million net to Veresen) of available capacity as at June 30, 2016, and intends to secure additional debt at the partnership level to maintain its target capital structure. Debt at the partnership level is non-recourse to Veresen.

Proportionate Consolidation of Debt - Amortization Schedule(1)
($ millions)			H2 2016	2017	2018	2019	2020	2021+		Total
Fixed Term
	Pipeline
		Alliance	32	65	64	124	65	327		677
		Ruby	23	144	57	57	57	337		675
		AEGS	2	4	4	4	65			79
		Total	57	213	125	185	187	664		1,431
	Veresen Midstream(2)		2	4	26	36	246	306		620
	Power		8	16	35	121	14	172		366
	Corporate			300	150	200		50		700
	Total Fixed Term		67	533	336	542	447	1,192		3,117
Revolving (Floating Rate)
	Alliance				43					43
	Ruby			47						47
	Veresen Midstream						7			7
	Aux Sable		7							7
	Power					16				16
	Corporate					276				276
	Total Floating Rate		7	47	43	292	7			396
Total			74	580	379	834	454	1,192		3,513

(1)	This table contains non-GAAP measures. Balances for Veresen's jointly controlled businesses represent Veresen's proportional share based on Veresen's ownership interest, and includes consolidation adjustments.
(2)	Once the Sunrise, Tower and Saturn Phase II facilities currently under construction are in operation, Veresen intends to refinance the Veresen Midstream expansion facility with non-amortizing debt.

The company's debt on a proportionate consolidation basis as at June 30, 2016 was $3.5 billion or approximately 5.0x proportionately consolidated EBITDA on a trailing 12 month basis of $698 million. Veresen expects that debt to EBITDA will be in the range of approximately 4.0x - 4.5x once the projects under construction are on-line. The company also believes that it is prudent in looking at its distributable cash after the amortization of debt within its business, even where significant value will remain in the assets after the debt is fully amortized. Veresen is committed to maintaining strong investment grade credit ratings.

Conference Call & Webcast Details

A conference call and webcast presentation will be held to discuss the enhanced funding strategy and the second quarter 2016 financial and operating results at 8:00am Mountain Time (10:00am Eastern Time) on Thursday, August 4, 2016.

To listen to the conference call, please dial 647-788-4919 or 1-877-291-4570 (toll-free). This call will also be broadcast live on the Internet and may be accessed directly at the following URL:

http://www.gowebcasting.com/7714

A presentation will accompany the conference call and will be available via the webcast. Alternatively, the presentation will be made available immediately prior to the conference call start time of 8:00am Mountain Time on Veresen's website at: http://www.vereseninc.com/invest/events-presentations.

A digital recording will be available for replay two hours after the call's completion, and will remain available until August 18, 2016 21:59 Mountain Time (23:59 Eastern Time). To listen to the replay, please dial 416-621-4642 or 1-800-585-8367 (toll-free) and enter Conference ID 43456977. A digital recording will also be available for replay on the company's website.

About Veresen Inc.

Veresen is a publicly-traded dividend paying corporation based in Calgary, Alberta that owns and operates energy infrastructure assets across North America. Veresen is engaged in three principal businesses: a pipeline transportation business comprised of interests in the Alliance Pipeline, the Ruby Pipeline and the Alberta Ethane Gathering System; a midstream business which includes a partnership interest in Veresen Midstream Limited Partnership which assets owns in western Canada, and an ownership interest in Aux Sable, which owns a world-class natural gas liquids (NGL) extraction facility near Chicago, and other natural gas and NGL processing energy infrastructure; and a power business comprised of a portfolio of assets in Canada. Veresen is also developing Jordan Cove LNG, a six million tonne per annum natural gas liquefaction facility proposed to be constructed in Coos Bay, Oregon, and the associated Pacific Connector Gas Pipeline. In the normal course of business, Veresen regularly evaluates and pursues acquisition and development opportunities.

Veresen's Common Shares, Cumulative Redeemable Preferred Shares, Series A, Cumulative Redeemable Preferred Shares, Series C, and Cumulative Redeemable Preferred Shares, Series E trade on the Toronto Stock Exchange under the symbols "VSN", "VSN.PR.A", "VSN.PR.C" and "VSN.PR.E", respectively. For further information, please visit www.vereseninc.com.

Forward-looking Information

Certain information contained herein relating to, but not limited to, Veresen and its businesses and the offering of the notes, constitutes forward-looking information under applicable securities laws. All statements, other than statements of historical fact, which address activities, events or developments that Veresen expects or anticipates may or will occur in the future, are forward-looking information. Forward-looking information typically contains statements with words such as "may", "estimate", "anticipate", "believe", "expect", "plan", "intend", "target", "project", "forecast" or similar words suggesting future outcomes or outlook. Forward-looking statements in this news release include, but are not limited to, statements with respect to: the amount of EBITDA to be contributed by Veresen's power business in 2016; the use of proceeds from the sale of Veresen's power business; the impact on Veresen of its funding plan; the amount of distributable cash to be generated by Veresen in 2016; in service dates and cost of construction of the Sunrise and Tower gas plants, the Saturn Phase II processing facility, the Burstall ethane storage facility and the expansion of the Channahon Facility; the returns realized by Veresen's investment opportunities; the timing of regulatory orders for Jordan Cove LNG and Pacific Connector; volumes of natural gas to be transported, and service offering used by shippers, on the Alliance pipeline; the amount of distributable cash to be generated by the Alliance Pipeline; EBITDA to be realized by Veresen Midstream facilities; the outlook for the U.S. Mid-West NGL market; the sources of equity and debt financing required to fund the capital of Veresen and Veresen Midstream. Readers are also cautioned that such additional information is not exhaustive. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management's future course of action would depend on its assessment of all information at that time.
Although Veresen believes that the expectations conveyed by the forward-looking information are reasonable based on information available on the date of preparation, no assurances can be given as to future results, levels of activity and achievements. Undue reliance should not be placed on the information contained herein, as actual results achieved will vary from the information provided herein and the variations may be material. Veresen makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Furthermore, the forward-looking statements contained herein are made as of the date hereof, and Veresen does not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable laws. Any forward-looking information contained herein is expressly qualified by this cautionary statement.

Certain financial information contained in this news release may not be standard measures under Generally Accepted Accounting Principles ("GAAP") in the United States and may not be comparable to similar measures presented by other entities. These measures are considered to be important measures used by the investment community and should be used to supplement other performance measures prepared in accordance with GAAP in the United States. US GAAP requires us to equity account for our investments in jointly-controlled businesses. However, we have chosen to provide some information on our jointly-controlled businesses on a proportionate basis to assist the reader. For further information on other non-GAAP financial measures used by Veresen see Management's Discussion and Analysis, in particular, the section entitled "Non-GAAP Financial Measures" contained in the annual Management Discussion and Analysis, filed by Veresen with Canadian securities regulators.

™ denotes trademark of Canaccord Genuity Corp.

Veresen Inc
Proportionate Consolidation - EBITDA to Distributable Cash
2016
($ Millions; unaudited)
Three Months ended March 31, 2016
	Pipeline						Midstream
Proportionate Consolidation(1)	Alliance(2)		Ruby(3)		AEGS		Veresen Midstream		Aux Sable		Power		Corporate		Total
EBITDA(4)	82		52		6		18		3		24		(9	)	176
Interest	(13	)	(16	)	(1	)	(5	)	-		(6	)	(7	)	(48	)
Principal Repayment	(16	)	(12	)	(1	)	(1	)	-		(4	)	-		(34	)
Maintenance Capex	(2	)	-		-		-		(1	)	(2	)	-		(5	)
Current Tax	-		-		-		-		-		-		-		-
Other(5)	(11	)	7		-		3		(1	)	-		(6	)	(8	)
Distributable Cash	40		31		4		15		1		12		(22	)	81
Long-term Debt	768		729		81		547		-		386		975		3,486
Growth Capital(4)(6)	-		-		-		69		15		-		6		90
Three Months ended June 30, 2016
	Pipeline						Midstream
Proportionate Consolidation(1)	Alliance(2)		Ruby(3)		AEGS		Veresen Midstream		Aux Sable		Power		Corporate		Total
EBITDA(4)	74		48		7		18		4		24		(7	)	168
Interest	(12	)	(14	)	(1	)	(6	)	-		(6	)	(9	)	(48	)
Principal Repayment	(16	)	(12	)	(1	)	(1	)	-		(4	)	-		(34	)
Maintenance Capex	-		-		-		(1	)	(1	)	(2	)	-		(4	)
Current Tax	-		-		-		-		-		-		-		-
Other(5)	4		7		-		6		2		-		(7	)	12
Distributable Cash	50		29		5		16		5		12		(23	)	94
Long-term Debt	720		722		79		627		7		382		976		3,513
Growth Capital(4)(6)	-		-		-		203		10		-		23		236

(1)	This table contains non-GAAP measures. Balances for Veresen's jointly controlled businesses represent Veresen's proportional share based on Veresen's ownership interest, and includes consolidation adjustments. See the reconciliation of distributable cash to cash from operating activities tables attached to this news release.
(2)	Approximately 54% of Alliance EBITDA was earned in C$.
(3)	Ruby EBITDA presented as a 50% proportionate share with benefit of preferred distribution structure reflected in "other".
(4)	Corporate EBITDA and growth capital do not include $83 million of Jordan Cove project development spend expensed during the year.
(5)	Corporate "other" includes preferred share dividends.
(6)	Corporate growth capital includes a year-to-date spend of $26m in relation to the Burstall project.

Veresen Inc
Proportionate Consolidation - EBITDA to Distributable Cash
2015
($ Millions; unaudited)
Three Months ended March 31, 2015
	Pipeline						Midstream
Proportionate Consolidation(1)	Alliance(2)		Ruby(3)		AEGS		Hythe/ Steeprock		Veresen Midstream		Aux Sable		Power		Corporate		Total
EBITDA(4)(6)	80		52		7		21		-		9		22		(8	)	183
Interest	(14	)	(14	)	(2	)	-		-		-		(6	)	(11	)	(47	)
Principal Repayment	(21	)	(7	)	(1	)	-		-		(2	)	(3	)	-		(34	)
Maintenance Capex	(1	)	(1	)	-		-		-		(1	)	(1	)	-		(4	)
Current Tax	-		-		-		-		-		-		-		(7	)	(7	)
Other(5)	(6	)	(2	)	-		(1	)	-		3		-		(4	)	(10	)
Distributable Cash	38		28		4		20		-		9		12		(30	)	81
Long-term Debt	850		762		84		-		385		8		323		1,130		3,542
Growth Capital(4)	-		-		-		4		-		7		19		3		33

Three Months ended June 30, 2015
	Pipeline						Midstream
Proportionate Consolidation(1)	Alliance(2)		Ruby(3)		AEGS		Hythe/ Steeprock		Veresen Midstream		Aux Sable		Power		Corporate		Total
EBITDA(4)(6)	81		50		7		-		14		1		17		(9	)	161
Interest	(14	)	(14	)	(1	)	-		(7	)	-		(6	)	(6	)	(48	)
Principal Repayment	(21	)	(11	)	(1	)	-		(1	)	(3	)	(3	)	-		(40	)
Maintenance Capex	(2	)	(1	)	-		-		-		(1	)	(1	)	-		(5	)
Current Tax	-		-		-		-		-		-		-		(7	)	(7	)
Other(5)	(6	)	3		-		-		9		4		-		(7	)	3
Distributable Cash	38		27		5		-		15		1		7		(29	)	64
Long-term Debt	797		734		83		-		428		5		319		933		3,299
Growth Capital(4)	-		-		-		-		33		5		16		2		56

Three Months ended September 30, 2015
	Pipeline						Midstream
Proportionate Consolidation(1)	Alliance(2)		Ruby(3)		AEGS		Hythe/ Steeprock		Veresen Midstream		Aux Sable		Power		Corporate		Total
EBITDA(4)(6)	81		54		7		-		17		(6	)	20		(3	)	170
Interest	(13	)	(14	)	(1	)	-		(6	)	-		(6	)	(7	)	(47	)
Principal Repayment	(21	)	(12	)	(1	)	-		(1	)	-		(3	)	-		(38	)
Maintenance Capex	(2	)	(1	)	-		-		-		(1	)	(1	)	-		(5	)
Current Tax	-		-		-		-		-		-		-		(13	)	(13	)
Other(5)	(1	)	3		-		-		5		4		-		(6	)	5
Distributable Cash	44		30		5		-		15		(3	)	10		(29	)	72
Long-term Debt	813		776		83		-		497		7		331		905		3,412
Growth Capital(4)	-		-		-		-		53		11		38		-		102

Three Months ended December 31, 2015
	Pipeline						Midstream
Proportionate Consolidation(1)	Alliance(2)		Ruby(3)		AEGS		Hythe/ Steeprock		Veresen Midstream		Aux Sable		Power		Corporate		Total
EBITDA(4)(6)	81		55		7		-		18		-		25		(2	)	184
Interest	(13	)	(14	)	(1	)	-		(6	)	-		(6	)	(7	)	(47	)
Principal Repayment	(21	)	(12	)	(1	)	-		(1	)	-		(3	)	-		(38	)
Maintenance Capex	(2	)	(1	)	-		-		-		(1	)	(2	)	-		(6	)
Current Tax	-		-		-		-		-		-		-		(7	)	(7	)
Other(5)	2		3		-		-		4		5		-		(7	)	7
Distributable Cash	47		31		5		-		15		4		14		(23	)	93
Long-term Debt	777		776		81		-		595		10		393		847		3,479
Growth Capital(4)	-		-		-		-		81		16		33		-		130

(1)	This table contains non-GAAP measures. Balances for Veresen's jointly controlled businesses represent Veresen's proportional share based on Veresen's ownership interest, and includes consolidation adjustments. See the reconciliation of distributable cash to cash from operating activities tables attached to this news release.
(2)	Approximately 50% of Alliance EBITDA was earned in C$.
(3)	Ruby EBITDA presented as a 50% proportionate share with benefit of preferred distribution structure reflected in "other".
(4)	Corporate EBITDA and growth capital do not include $100 million of Jordan Cove project development spend expensed during the year.
(5)	Corporate "other" relates to preferred share dividends.

Veresen Inc
Proportionate Consolidation - EBITDA to Distributable Cash
2014
($ Millions; unaudited)
Three Months ended March 31, 2014
	Pipeline						Midstream
Proportionate Consolidation(1)	Alliance(2)		Ruby(3)		AEGS		Hythe/ Steeprock		Veresen Midstream		Aux Sable		Power		Corporate		Total
EBITDA(4)	75		-		7		18		-		28		21		(8	)	141
Interest	(14	)	-		(1	)	-		-		-		(7	)	(9	)	(31	)
Principal Repayment	(23	)	-		(1	)	-		-		(3	)	(3	)	-		(30	)
Maintenance Capex	(1	)	-		-		-		-		(1	)	(3	)	-		(5	)
Current Tax	-		-		-		-		-		-		-		(4	)	(4	)
Other(5)	(1	)	-		-		1		-		-		(1	)	(4	)	(5	)
Distributable Cash	36		-		5		19		-		24		7		(25	)	66
Long-term Debt	899		-		88		-		-		8		384		888		2,267
Growth Capital(4)	6		-		-		-		-		1		39		-		46

Three Months ended June 30, 2014
	Pipeline						Midstream
Proportionate Consolidation(1)	Alliance(2)		Ruby(3)		AEGS		Hythe/ Steeprock		Veresen Midstream		Aux Sable		Power		Corporate		Total
EBITDA(4)	75		-		7		18		-		4		27		(6	)	125
Interest	(14	)	-		(1	)	-		-		-		(6	)	(9	)	(30	)
Principal Repayment	(22	)	-		(1	)	-		-		(2	)	(3	)	-		(28	)
Maintenance Capex	-		-		-		-		-		(2	)	(1	)	-		(3	)
Current Tax	-		-		-		-		-		-		-		(3	)	(3	)
Other(5)	(3	)	-		-		1		-		8		1		(4	)	3
Distributable Cash	36		-		5		19		-		8		18		(22	)	64
Long-term Debt	841		-		86		-		-		6		330		900		2,163
Growth Capital(4)	1		-		-		-		-		2		38		-		41

Three Months ended September 30, 2014
	Pipeline						Midstream
Proportionate Consolidation(1)	Alliance(2)		Ruby(3)		AEGS		Hythe/ Steeprock		Veresen Midstream		Aux Sable		Power		Corporate		Total
EBITDA(4)	73		-		7		19		-		11		23		(8	)	125
Interest	(14	)	-		(1	)	-		-		-		(6	)	(8	)	(29	)
Principal Repayment	(22	)	-		(1	)	-		-		(1	)	(3	)	-		(27	)
Maintenance Capex	(1	)	-		-		-		-		(1	)	(1	)	-		(3	)
Current Tax	-		-		-		-		-		-		-		(8	)	(8	)
Other(5)	-		-		-		-		-		(1	)	2		(4	)	(3	)
Distributable Cash	36		-		5		19		-		8		15		(28	)	55
Long-term Debt	853		-		86		-		-		5		327		744		2,015
Growth Capital(4)	1		-		-		-		-		3		26		-		30

Three Months ended December 31, 2014
	Pipeline						Midstream
Proportionate Consolidation(1)	Alliance(2)		Ruby(3)		AEGS		Hythe/ Steeprock		Veresen Midstream		Aux Sable		Power		Corporate		Total
EBITDA(4)	72		28		7		18		-		16		18		(7	)	152
Interest	(14	)	(8	)	(1	)	-		-		-		(6	)	(11	)	(40	)
Principal Repayment	(23	)	(6	)	(1	)	-		-		-		(3	)	-		(33	)
Maintenance Capex	(3	)	-		-		-		-		(1	)	(1	)	-		(5	)
Current Tax	-		-		-		-		-		-		-		(9	)	(9	)
Other(5)	4		2		-		(1	)	-		2		-		(4	)	3
Distributable Cash	36		16		5		17		-		17		8		(31	)	68
Long-term Debt	822		707		84		-		-		9		326		1,548		3,496
Growth Capital(4)	4		-		-		-		-		3		52		1		60

(1)	This table contains non-GAAP measures. Balances for Veresen's jointly controlled businesses represent Veresen's proportional share based on Veresen's ownership interest, and includes consolidation adjustments. See the reconciliation of distributable cash to cash from operating activities tables attached to this news release.
(2)	Approximately 54% of Alliance EBITDA was earned in C$.
(3)	Ruby EBITDA presented as a 50% proportionate share with benefit of preferred distribution structure reflected in "other".
(4)	Corporate EBITDA and growth capital do not include $84 million of Jordan Cove project development spend expensed during the year.
(5)	Corporate "other" relates to preferred share dividends.

Veresen Inc.
Consolidated Statement of Financial Position
(Canadian $ Millions; number of shares in Millions)			June 30, 2016		December 31, 2015
Assets
Current assets
		Cash and short-term investments	42		58
		Restricted cash	3		7
		Distributions receivable	55		52
		Accounts receivable and other	39		36
		Due from jointly-controlled businesses	43		-
		Assets held for sale	80		-
			262		153
Investments in jointly-controlled businesses			1,372		1,312
Investments held at cost			1,862		1,981
Pipeline, plant and other capital assets			871		919
Intangible assets			152		151
Due from jointly-controlled businesses			3		42
Other assets			6		2
			4,528		4,560
Liabilities
Current liabilities
		Payables	58		65
		Deferred revenue	2		2
		Dividends payable	26		25
		Current portion of long-term senior debt	313		13
			399		105
Long-term senior debt			907		1,076
Deferred tax liabilities			271		256
Other long-term liabilities			38		36
			1,615		1,473
Shareholders' Equity
Share capital
	Preferred shares		536		536
	Common shares (311 and 299 outstanding at June 30, 2016 and		3,448		3,354
		December 31, 2015, respectively)
Additional paid-in capital			28		4
Cumulative other comprehensive income			203		359
Accumulated deficit			(1,302	)	(1,166	)
			2,913		3,087
			4,528		4,560

Veresen Inc.
Consolidated Statement of Income
	Three months ended June 30				Six months ended June 30
(Canadian $ Millions, except per Common Share amounts)	2016		2015		2016		2015
Equity income	41		12		88		42
Dividend income	29		27		60		55
Operating revenues	38		38		75		110
Operations and maintenance	(14	)	(17	)	(29	)	(45	)
General and administrative	(10	)	(15	)	(23	)	(27	)
Project development	(38	)	(19	)	(78	)	(37	)
Depreciation and amortization	(15	)	(11	)	(28	)	(31	)
Interest and other finance	(11	)	(12	)	(23	)	(28	)
Foreign exchange and other	-		2		-		4
Gain on sale of assets	-		-		-		37
Net income before tax	20		5		42		80
Current tax	(3	)	(1	)	(5	)	(21	)
Deferred tax	(1	)	1		(8	)	-
Net income, before extraordinary loss	16		5		29		59
Extraordinary loss, net of tax	-		(10	)	-		(10	)
Net income (loss)	16		(5	)	29		49
Preferred Share dividends	(7	)	(7	)	(13	)	(11	)
Net income (loss) attributable to Common Shares	9		(12	)	16		38
Net income (loss) per Common Share	0.03		(0.04	)	0.05		0.13

Consolidated Statement of Comprehensive Income (Loss)
		Three months ended June 30				Six months ended June 30
(Canadian $ Millions; unaudited)		2016		2015		2016		2015
Net income (loss)		16		(5	)	29		49
Other comprehensive income (loss)
	Unrealized foreign exchange gain (loss) on translation	8		(40	)	(156	)	162
Other comprehensive income (loss)		8		(40	)	(156	)	162
Comprehensive income (loss)		24		(45	)	(127	)	211
Preferred Share dividends		(7	)	(7	)	(13	)	(11	)
Comprehensive income (loss) attributable to Common Shares		17		(52	)	(140	)	200

Veresen Inc.
Consolidated Statement of Cash Flows
		Three months ended June 30				Six months ended June 30
(Canadian $ Millions; unaudited)		2016		2015		2016		2015
Operating
	Net income (loss)	16		(5	)	29		49
	Equity income	(41	)	(12	)	(88	)	(42	)
	Distributions from jointly-controlled businesses	65		49		133		101
	Depreciation and amortization	15		11		28		31
	Foreign exchange and other non-cash items	(1	)	7		1		10
	Deferred tax	1		(1	)	8		-
	Gain on sale of assets	-		-		-		(37	)
	Extraordinary loss, net of tax	-		10		-		10
	Changes in non-cash working capital	11		42		3		12
		66		101		114		134
Investing
	Proceeds from sale of assets	-		-		-		420
	Proceeds from sale of discontinued operations	-		-		-		34
	Investments in jointly-controlled businesses	(15	)	(13	)	(151	)	(27	)
	Return of capital from jointly-controlled businesses	5		-		6		25
	Pipeline, plant and other capital assets	(34	)	(6	)	(42	)	(32	)
	Other	3		-		3		(2	)
		(41	)	(19	)	(184	)	418
Financing
	Long-term debt repaid	(4	)	(198	)	(6	)	(620	)
	Net change in credit facilities	-		(3	)	132		(1	)
	Preferred Shares issued, net of issue costs	-		194		-		194
	Common shares dividends paid	(27	)	(27	)	(57	)	(51	)
	Preferred Shares dividends paid	(7	)	(7	)	(13	)	(11	)
	Advances to jointly-controlled businesses	-		(23	)	-		(23	)
		(38	)	(64	)	56		(512	)
Increase (decrease) in cash and short-term investments		(13	)	18		(14	)	40
Effect of foreign exchange rate changes on cash and short-term investments		1		(2	)	(2	)	3
Cash and short-term investments at the beginning of the period		54		78		58		51
Cash and short-term investments at the end of the period		42		94		42		94

Veresen Inc.
Distributable Cash
	Three months ended June 30				Six months ended June 30
(Canadian $ Millions, except per Common Share amounts; unaudited)	2016		2015		2016		2015
Pipeline	84		70		159		140
Midstream	21		16		37		45
Power	12		7		24		19
Veresen - Corporate	(16	)	(15	)	(32	)	(34	)
Current tax	-		(7	)	-		(14	)
Preferred Share dividends	(7	)	(7	)	(13	)	(11	)
Distributable cash(1)	94		64		175		145
Distributable cash per Common Share ($)(2)	0.30		0.22		0.57		0.50
Dividends paid/payable(3)	76		71		152		143
Dividends paid/payable per Common Share ($)	0.25		0.25		0.50		0.50

(1)	Distributable cash is not a standard measure under generally accepted accounting principles in the United States and may not be comparable to similar measures presented by other entities. Distributable cash represents the cash available to Veresen for distribution to common shareholders after providing for debt service obligations, Preferred Share dividends, and any maintenance and sustaining capital expenditures. Distributable cash does not include distribution reserves, if any, available in jointly-controlled businesses, project development costs, or transaction costs incurred in conjunction with acquisitions. Project development costs are discretionary, non-recoverable costs incurred to assess the commercial viability of greenfield business initiatives unrelated to the Company's operating businesses. The Company considers transaction costs to be part of the consideration paid for an acquired business and, as such, are unrelated to the Company's operating businesses. Distributable cash is an important measure used by the investment community to assess the source and sustainability of Veresen's cash distributions and should be used to supplement other performance measures prepared in accordance with generally accepted accounting principles in the United States. See the following table for the reconciliation of distributable cash to cash from operating activities.
(2)	The number of Common Shares used to calculate distributable cash per Common Share is based on the average number of Common Shares outstanding at each record date. For the three and six months ended June 30, 2016, the average number of Common Shares outstanding for this calculation was 308,803,987 and 305,908,212 (2015 - 289,364,781 and 287,846,700) on a basic and diluted basis, respectively.
(3)	Includes $50 million and $97 million of dividends for the three and six months ended June 30, 2016, respectively (2015 - $45 million and $92 million) satisfied through the issuance of Common Shares under the Company's Premium Dividend™ (trademark of Canaccord Genuity Corp.) and Dividend Reinvestment Plan.

Veresen Inc.
Reconciliation of Distributable Cash to Cash from Operating Activities
		Three months ended June 30				Six months ended June 30
(Canadian $ Millions; unaudited)		2016		2015		2016		2015
Cash from operating activities		66		101		114		134
Add (deduct):
	Project development costs(4)	38		19		78		37
	Change in non-cash working capital and other	5		(57	)	15		(18	)
	Loan of operating cash flow from jointly controlled business(5)	-		3		-		3
	Principal repayments on senior notes	(3	)	(3	)	(6	)	(6	)
	Maintenance capital expenditures	(2	)	(1	)	(3	)	(2	)
	Distributions earned less than distributions received(6)	(3	)	9		(10	)	8
	Preferred Share dividends	(7	)	(7	)	(13	)	(11	)
Distributable cash		94		64		175		145

(4)	Represents costs incurred by us in relation to projects where the recoverability of such costs has not yet been established. Amounts incurred for the three and six months ended June 30, 2016 relate primarily to the Jordan Cove LNG terminal and Pacific Connector Gas Pipeline projects.
(5)	We have been provided a loan by the York Energy Centre, a jointly-controlled business. The loan is non-interest bearing and is due on demand. As at June 30, 2016, the balance outstanding is $9 million (June 30, 2015 - $3 million). The loan is intended to provide us with operating cash flows from the York Energy Centre in a more tax efficient manner.
(6)	Represents the difference between distributions declared by jointly-controlled businesses and distributions received.

Veresen Inc.
Reconciliation of Net Income to Adjusted Net Income Attributable to Common Shares
		Three months ended June 30				Six months ended June 30
(Canadian $ Millions; unaudited)		2016		2015		2016		2015
Adjusted net income attributable to Common Shares		13		11		31		38
	Extraordinary loss, net of tax(7)	-		(10	)	-		(10	)
	Midstream - gain on sale of assets(8)	-		-		-		37
	Midstream - unrealized gain (loss) on revaluation of Veresen Midstream debt(9)	(1	)	6		23		1
	Midstream - unrealized gain (loss) on Veresen Midstream cross currency swap(10)	(2	)	(9	)	(25	)	(5	)
	Midstream - write-down of deferred financing costs(11)	-		(2	)	-		(2	)
	Midstream - potential customer settlement(12)	-		(16	)	-		(16	)
	Power - unrealized loss on interest rate hedge(13)	(3	)	5		(10	)	-
	Taxes(14)	2		6		4		(2	)
	Effect of Alberta corporate tax rate increase(15)	-		(3	)	-		(3	)
	Capital gains tax on U.S.-based organizational restructuring(16)	-		-		(7	)	-
Net income attributable to Common Shares		9		(12	)	16		38

Net income attributable to Common Shares includes the following items which are non-operating in nature and/or unusual items and which we do not expect to recur:
(7)	Loss due to the de-recognition of regulatory assets and liabilities related to Alliance.
(8)	Gain on the sale of the Hythe/Steeprock assets to Veresen Midstream on March 31, 2015.
(9)	Gain (loss) on the revaluation of US dollar-denominated Term Loan B held by Veresen Midstream.
(10)	Gain (loss) on the Veresen Midstream cross currency swap entered into to hedge the impact of changes in foreign exchange and interest rates on the Term Loan B held by Veresen Midstream.
(11)	Adjustment to deferred financing costs related to fees incurred on a modification to Veresen Midstream's debt.
(12)	Provision recognized in the second quarter of 2015 in respect of potential adjustments related to Aux Sable customer obligations.
(13)	Loss on revaluation of interest rate hedges held by York Energy Centre and Grand Valley II.
(14)	The related taxes on the adjusting items described above.
(15)	Impact of increased corporate income tax rate in province of Alberta.
(16)	Capital gains tax arising from our U.S.-based organizational restructuring effective January 1, 2016.