Veresen announces 2012 fourth quarter and year-end results and affirms 2013 guidance

Veresen announces 2012 fourth quarter and year-end results and affirms 2013 
guidance 
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION 
IN THE UNITED STATES./ 
CALGARY, March 6, 2013 /CNW/ - Veresen Inc. ("Veresen" or the "Company") (TSX: 
VSN) announced today its 2012 fourth quarter and year-end results. 
Financial highlights for the fourth quarter and year ended December 31, 2012, 
include: 


    --  Distributable cash(1) of $57 million or $0.29 per Common Share
        for the fourth quarter and $211 million or $1.09 per Common
        Share for the year.
    --  Net income attributable to Common Shares of $12 million or
        $0.06 per Common Share for the fourth quarter and $39 million
        or $0.20 per Common Share for the year.
    --  Cash from operating activities of $65 million for the fourth
        quarter and $180 million for the year.

Key strategic activities for the year ended December 31, 2012 included:
    --  Veresen invested over $1 billion in growth projects which were
        placed in operation in 2012, including the Hythe/Steeprock gas
        processing facilities which have a combined functional capacity
        of 516 mmcf/d, the 400-MW York Energy Centre, and the 20-MW
        Grand Valley Wind Farm. These assets generated $68 million in
        new and stable cash flow for the year ended December 31, 2012
        which materially contributed to distributable cash in the face
        of a weak NGL environment.
    --  Veresen successfully transitioned all operating and accounting
        functions associated with the Hythe/Steeprock facilities.
        Veresen now has the internal capability to build a leading
        independent midstream business.
    --  Alliance Pipeline made good progress in attracting interest for
        pipeline capacity beyond 2015. Alliance's proposed new services
        framework capitalizes on its competitive advantage for
        transporting liquids-rich natural gas to premium markets.
    --  Veresen advanced engineering and permitting activities through
        the regulatory approval process in the United States in respect
        of its Jordan Cove Energy Project, which proposes to export
        liquefied natural gas from Coos Bay, Oregon.

"We successfully integrated a transformational acquisition in 2012 and now 
have the internal capability to grow our independent midstream business," said 
Mr. Don Althoff, President and CEO. "Given the rapidly changing energy 
infrastructure environment within North America, I believe Veresen is uniquely 
positioned to take advantage of the opportunities that will develop around our 
strategic footprint."

_________________________________
(1) This is not a standard measure under GAAP and may not be comparable to 
similar measures used by other entities. See the reconciliation of 
distributable cash to cash from operating activities in the tables attached to 
this news release.



FINANCIAL HIGHLIGHTS
                                      
                                     Three months ended    Year ended 
                                               December 31   December 31

($ Millions, except per Common Share   2012         2011   2012   2011
amounts)

Net income (loss) before tax and                                      
non-controlling interest 
    Pipeline                           22.5         23.1   88.7   92.6
    Midstream                          20.3         32.7   76.7   90.2
    Power                               0.7        (9.2)  (1.0) (24.0)
    Veresen - Corporate              (22.4)       (16.3) (88.9) (62.4)
                                       21.1         30.3   75.5   96.4

Tax expense                           (6.9)       (15.8) (28.8) (43.2)

Net income attributable to               -         (0.1)  (0.1)  (0.1)
non-controlling interest 

Net income                             14.2         14.4   46.6   53.1

Preferred Share dividends             (2.2)           -   (7.7)     - 

Net income attributable to Common      12.0         14.4   38.9   53.1
Shares 
    Per Common Share  ($)              0.06         0.09   0.20   0.33
                                                                      

Financial Performance

For the three months ended December 31, 2012, Veresen generated net income 
attributable to Common Shares of $12.0 million or $0.06 per Common Share 
compared to $14.4 million or $0.09 per Common Share for the same period last 
year. Excluding the effect of unrealized fair value gains and losses related 
to a 20-year interest rate hedge for the York Energy Centre, net income 
attributable to Common Shares for the three months ended December 31, 2012 was 
$10.6 million or $0.05 per Common Share compared to $17.9 million or $0.11 per 
Common Share for the same period in 2011.

For the year ended December 31, 2012, Veresen generated net income 
attributable to Common Shares of $38.9 million or $0.20 per Common Share 
compared to $53.1 million or $0.33 per Common Share for 2011. Excluding the 
effect of unrealized fair value gains and losses related to the York Energy 
Centre hedge, net income attributable to Common Shares for the year ended 
December 31, 2012 was $38.7 million or $0.20 per Common Share compared to 
$69.4 million or $0.43 per Common Share for 2011.

The Hythe/Steeprock facilities and York Energy Centre made a substantial 
contribution towards offsetting reduced earnings from the Aux Sable 
margin-based business. Through the majority of 2012, Aux Sable's earnings were 
negatively impacted by unfavourable NGL market conditions, driven by the 
continued oversupply of ethane and high levels of propane inventory in Aux 
Sable's market region.

Earnings also reflect an increase in corporate costs, which totaled $22.4 
million and $88.9 million for the three and 12 months ended December 31, 2012, 
respectively, compared to $16.3 million and $62.4 million for the same periods 
last year. The increase results from higher interest expense related to debt 
incurred to finance the Hythe/Steeprock acquisition and non-recurring costs 
incurred to integrate Hythe/Steeprock operations. The increase in corporate 
costs also reflects increased project development expenditures related to the 
Jordan Cove LNG project.

Distributable Cash((1))                                              
                                     Three months ended    Year ended
                                              December 31   December 31

($ Millions, except per Common Share   2012        2011          2011
amounts)                                                  2012

Pipeline                               37.2        37.4  147.5  151.0

Midstream                              36.3        34.6  124.3   94.2

Power                                   4.0         1.4   27.1   25.8

Veresen - Corporate                  (15.6)      (11.9) (64.4) (49.4)

Taxes                                 (3.2)       (8.3) (15.4) (28.6)

Preferred Share dividends             (2.2)          -   (7.7)     - 

Distributable Cash                     56.5        53.2  211.4  193.0

  Per Common Share ($)                 0.29        0.32   1.09   1.18

Cash From Operating Activities         65.1        59.9  179.9  191.4

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

Distributable cash reflects a $16.5 million and $60.3 million contribution 
from Hythe/Steeprock for the three months ended December 31, 2012 and for the 
period February 9 to December 31, 2012, respectively, and an aggregate $2.7 
million and $7.5 million contribution from the recently commissioned York 
Energy Centre and Grand Valley power facilities for the three and 12 months 
ended December 31, 2012, respectively. These increases were partially offset 
by a $14.8 million and $30.2 million decrease in distributions from Aux Sable, 
driven by lower fractionation margins; higher costs associated with Veresen's 
growth initiatives, mainly corporate administrative and interest costs; and 
dividends on the Company's Preferred Shares issued in February 2012. Taxes 
were lower than the comparative periods due to lower U.S.-based earnings from 
Veresen's midstream business. For 2012, distributable cash from Veresen's 
pipeline business decreased relative to 2011, as first quarter 2011 
distributions from Alliance U.S. included an additional amount resulting from 
a realignment of its capital position.

Overview of Business Segments

Pipelines

Alliance has firm-service transportation contracts with primary terms 
extending to December 2015 with a group of 27 shippers. In October 2012, 
Alliance announced a proposed new services framework that will underpin the 
contracting of the pipeline beyond December 2015, when the 15-year term of the 
original transportation contracts end. The proposed new services build on 
Alliance's advantage in providing low cost, predictable transportation for 
liquids-rich natural gas.

Prospective shippers have been offered increased optionality with the 
introduction of a segmented service structure in Canada with two receipt 
zones, the creation of a new Canadian trading pool that will allow shippers to 
sell their natural gas out of the receipt zones, and a transmission zone to 
the U.S. border. Alliance further proposes to offer shippers fixed tolls or 
tolls that vary with the Chicago-AECO market basis, and varying contract 
lengths. Alliance also intends to continue to offer a full path service from 
Canadian receipt points to Chicago. Alliance is in active negotiations with 
existing and prospective shippers regarding the new services framework with 
the goal of entering into precedent agreements in the fall of 2013, after 
which one or more open seasons will be held to determine additional shipper 
interest.

Alliance commenced construction of the Tioga Lateral Pipeline in North Dakota 
in 2012, with commercial in-service expected in the third quarter of 2013. In 
October 2012, Alliance executed a firm transportation contract with Hess 
Corporation as the anchor shipper on this pipeline.

Midstream

Aux Sable has been working with producers within an economic radius of the 
Alliance Pipeline to provide options and value for natural gas and NGLs to 
reach large and liquid U.S. markets. Aux Sable currently holds a number of 
Rich Gas Premium (RGP) agreements with producers that will enhance the value 
of the producers' NGLs. In early 2013, Aux Sable executed additional RGP 
agreements which are expected to result in increased volumes of liquids-rich 
natural gas for processing and fractionation at Aux Sable's Channahon facility 
in the near term and beyond 2015.

During 2012, Veresen successfully transitioned all operating and accounting 
functions associated with the Hythe/Steeprock facilities. Veresen now has the 
internal capability to build a leading independent midstream business. The 
operational performance of these assets has met the Company's expectations. 
Commercially, Veresen has a strong business partnership with Encana, its 
primary customer. Veresen has identified a number of potential opportunities 
to increase production through the facilities. Veresen's midstream team 
continues to develop these opportunities and solicit interest from producers 
in the area, including current customers.

Power

Veresen completed construction and commenced operations at the York Energy 
Centre in 2012. This construction project was the largest undertaken by the 
Company to date, and it was completed on schedule and within budget. The York 
Energy Centre is a 400 MW gas-fired peaking generation facility with a 20-year 
power purchase agreement with the Ontario Power Authority. Veresen is very 
pleased with the operating performance of this facility. Veresen also 
completed construction of the first two phases of its Ontario-based Grand 
Valley wind project. Grand Valley also sells its output to the Ontario Power 
Authority under long-term contracts.

Veresen continues to advance a number of contracted construction and 
development projects within its renewable power business. Veresen is 
constructing the Dasque-Middle run-of-river hydro facility located in 
northwest British Columbia. This project experienced delays in 2012 due to 
challenges in progressing the civil works. Grand Valley III and St. Columban I 
and II are wind projects under development (representing 73 MW collectively) 
that were awarded contracts under the Ontario Feed-in Tariff program. Culliton 
Creek is a run-of-river development project in British Columbia that holds a 
long-term electricity power agreement with BC Hydro. Each development project 
achieved milestones in 2012, including the submission of regulatory filings 
and the completion of system impact assessment studies required for 
interconnection. Upon receipt of the respective regulatory approvals, 
anticipated in 2013, Veresen will make final investment decisions regarding 
each development project.

LNG Development Project

Veresen has advanced engineering and permitting activities for exporting 
liquefied natural gas from Coos Bay, Oregon through the development of the 
Jordan Cove Energy Project and the Pacific Connector Gas Pipeline. Jordan Cove 
and Pacific Connector each initiated the Federal Energy Regulatory 
Commission's ("FERC") pre-filing process under the National Environmental 
Policy Act, which will lead to completion and submission of formal FERC 
applications in 2013. Jordan Cove also submitted an application to the U.S. 
Department of Energy ("DOE") for authorization to export natural gas to 
non-Free Trade Agreement countries, having earlier received DOE export 
approval to U.S. Free Trade Agreement countries. In 2012, Veresen also 
acquired the remaining land in the Coos Bay area to site the LNG terminal 
project. From a commercial perspective, discussions continue with potential 
strategic partners to secure long-term arrangements to produce LNG for 
international customers.

Veresen believes the Jordan Cove Project has several strategic advantages. It 
is situated at an ideal location on the west coast of North America where 
there is the ability to source both Canadian and U.S. natural gas through 
primarily existing natural gas transmission systems. Jordan Cove is to be 
built on an existing industrial site and is in receipt of all local land use 
approvals. Jordan Cove is also well situated to access broad labor markets and 
critical materials during its construction period. The harbor has the 
capability to handle very large LNG carriers, and the site requires only a 1.5 
hour tug-assisted escort to open seas. Further, Veresen believes the economics 
underpinning the project are compelling.

Corporate

Veresen is committed to actively managing and growing its existing businesses 
and making targeted accretive investments in long-life infrastructure assets 
that contribute toward stable and growing distributions. Veresen's capital 
structure is intended to optimize the Company's cost of capital.

During 2012, financing activities were primarily related to funding Veresen's 
acquisition of the Hythe/Steeprock complex, which included a $200 million 
Preferred Share offering, a $300 million medium term note offering with a 
5-year maturity, and a $50 million medium term note offering with a 10-year 
maturity.

In December 2012, Veresen amended the terms of its Revolving Credit Facility 
by extending the term by one year - it now expires in December 2016. Veresen 
expects its liquidity, together with cash from operations and anticipated 
future access to capital markets, will be sufficient to finance its current 
capital projects and provide flexibility for new investment opportunities.

Veresen Director to Retire

John Feick has advised that he will not be standing for re-election to 
Veresen's Board of Directors at the Company's Annual General Meeting on May 8, 
2013. Mr. Feick has been a long-standing member of the Veresen Board, joining 
in 1997 and serving on a number of committees including Compensation and 
Environment, Health & Safety. Veresen extends its deepest thanks to Mr. Feick 
for his many years of dedicated service and valuable contributions to the 
Company. The Board of Veresen has initiated a process to identify and evaluate 
candidates to replace Mr. Feick.

2013 Guidance

Veresen affirms its 2013 distributable cash to be in the range of $0.92 per 
Common Share to $1.19 per Common Share, with a midpoint of $1.06 per Common 
Share. Further details concerning 2013 guidance can be found in the "Invest" 
section of Veresen's web site at www.vereseninc.com.

Conference Call and Webcast

Veresen will host a conference call and webcast today at 2:30 p.m. MT (4:300 
p.m. ET) to discuss its results.

Dial-in: 1 (888) 231-8191 or 1 (647) 427-7450
Conference ID 11976091

The link to the conference call webcast is available on Veresen's website on 
the homepage or by selecting "Invest" and then "Events & Presentations".

A replay of the call will be available at approximately 4:30 pm MT (6:30 pm 
ET) on March 6, 2013 by dialing 1-855-859-2056 and 1-416-849-0833. The access 
code is 11976091, followed by the pound sign. The replay will expire at 
midnight (ET) on March 13, 2013.

MD&A, Financial Statements and Notes

The Management's Discussion and Analysis ("MD&A") and consolidated financial 
statements provide a detailed explanation of Veresen's financial results for 
the fourth quarter and year ended December 31, 2012 compared to the fourth 
quarter and year ended December 31, 2011 and should be read in conjunction 
with this news release. These documents are available at www.vereseninc.com 
and at www.sedar.com.

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 two pipeline systems, the 
Alliance Pipeline and the Alberta Ethane Gathering System; a midstream 
business which includes ownership interests in a world-class natural gas 
liquids extraction facility near Chicago, the Hythe/Steeprock gas gathering 
and processing complex, and other natural gas and NGL processing energy 
infrastructure; and a power business with renewable and gas-fired facilities 
and development projects in Canada and the United States, and district energy 
systems in Ontario and Prince Edward Island. Veresen and each of its pipeline, 
midstream and power businesses are also actively developing a number of 
greenfield projects. In the normal course of its business, Veresen and each 
of its businesses regularly evaluate and pursue acquisition and development 
opportunities.

Veresen's Common Shares, Series A Preferred Shares, and 5.75% convertible 
unsecured subordinated debentures, Series C due July 31, 2017 are listed on 
the Toronto Stock Exchange under the symbols "VSN", "VSN.PR.A" and VSN.DB.C", 
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 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 ability of 
Alliance to implement new service offerings; the timing of completion of 
construction and start-up of the Dasque-Middle hydro project and the Tioga 
Lateral Pipeline; Veresen's ability to realize its growth objectives; the 
availability of financing for current capital projects and new investment 
opportunities; and the ability of each of its businesses to generate 
distributable cash in 2013. The risks and uncertainties that may affect the 
operations, performance, development and results of Veresen's businesses 
include, but are not limited to, the following factors: the ability of Veresen 
to successfully implement its strategic initiatives and achieve expected 
benefits; levels of oil and gas exploration and development activity; the 
status, credit risk and continued existence of contracted customers; the 
availability and price of capital; the availability and price of energy 
commodities; the availability of construction services and materials; 
fluctuations in foreign exchange and interest rates; Veresen's ability to 
successfully obtain regulatory approvals; changes in tax, regulatory, 
environmental, and other laws and regulations; competitive factors in the 
pipeline, midstream and power industries; operational breakdowns, failures, 
or other disruptions; and the prevailing economic conditions in North 
America. Additional information on these and other risks, uncertainties and 
factors that could affect Veresen's operations or financial results are 
included in its filings with the securities commissions or similar authorities 
in each of the provinces of Canada, as may be updated from time to time. 
Readers are also cautioned that the foregoing list of factors and risks 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 result 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. 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. For further 
information on 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 byVeresen with Canadian securities regulators.



Veresen Inc.                                                           
                                                                       

Consolidated Statement of Financial                                    
Position
                                                                       
                                                                       

(Canadian $ Millions; shares in     December 31, 2012 December 31, 2011
Millions; unaudited) 
                                                                       

Assets                                                                 

Current assets                                                         

  Cash and short-term investments                16.1              21.9

  Restricted cash                                 5.8             354.6

  Distributions receivable                       39.9              43.4

  Receivables                                    53.7              25.0

  Accrued receivables                            18.9               7.3

  Due from jointly-controlled                     1.5              25.5
  businesses

  Other                                          10.0              75.5
                                                145.9             553.2
                                                                       

Investments in jointly-controlled               957.4             934.1
businesses

Rate-regulated asset                             76.4              85.8

Pipeline, plant and other capital             1,443.8             768.7
assets

Intangible assets                               455.0             197.3

Due from jointly-controlled                      48.1               3.6
businesses 

Other assets                                     17.4              15.4
                                              3,144.0           2,558.1
                                                                       

Liabilities                                                            

Current liabilities                                                    

  Payables                                       19.6              14.0

  Interest payable                               12.5               8.2

  Accrued payables                               28.5              37.3

  Deferred revenue                                2.8                 -

  Subscription receipts payable                     -             348.6

  Dividends payable                              12.9               2.7

  Current portion of long-term                   11.7              11.2
  senior debt
                                                 88.0             422.0
                                                                       

Long-term senior debt                         1,247.6             754.4

Subordinated convertible                         86.2              86.2
debentures 

Deferred taxes                                  316.2             321.7

Other long-term liabilities                      46.2              35.0
                                              1,784.2           1,619.3
                                                                       

Shareholders' Equity                                                   

Share capital                                                          

  Preferred shares                              195.2                 -

  Common shares (197.8 and 166.6
  outstanding at December 31, 2012            1,804.3           1,391.0
    and 2011, respectively)

Additional paid-in capital                        4.3                 -

Cumulative other comprehensive loss           (164.8)           (159.2)

Accumulated deficit                           (479.3)           (324.7)
                                              1,359.7             907.1

Non-controlling interest                          0.1              31.7
                                              1,359.8             938.8
                                              3,144.0           2,558.1

Veresen Inc.                                                     
                                                                 

Consolidated                                                     
Statement of Income
                    Three months ended     Year ended December 31
                       December 31

(Canadian $
Millions, except      2012        2011    2012               2011
per Common Share
amounts; unaudited)
                                                                 

Equity income         38.4        49.4   135.8              155.1

Operating revenues    67.7        42.4   264.2              174.2

Operations and      (31.0)      (23.0) (112.4)             (85.1)
maintenance

General,
administrative and  (17.5)      (15.3)  (69.5)             (51.9)
project development

Depreciation and    (21.5)      (12.1)  (83.1)             (48.4)
amortization

Interest and other  (15.2)      (10.9)  (58.6)             (45.9)
finance

Foreign exchange       0.2       (0.2)   (0.9)              (1.6)
and other

Net income before
taxes and             21.1        30.3    75.5               96.4
non-controlling
interest

Current taxes        (6.0)       (8.3)  (18.2)             (28.1)

Deferred taxes       (0.9)       (7.5)  (10.6)             (15.1)

Net income before
non-controlling       14.2        14.5    46.7               53.2
interest 

Non-controlling          -       (0.1)   (0.1)              (0.1)
interest 

Net income            14.2        14.4    46.6               53.1

Preferred Share      (2.2)           -   (7.7)                  -
dividends

Net income
attributable to       12.0        14.4    38.9               53.1
Common Shares
                                                                 

Net income per                                                   
Common Share


Basic and          0.06        0.09    0.20               0.33
diluted  
Consolidated Statement of                                              
Comprehensive Income  
                        Three months ended   Year ended December 31 
                               December 31 
 (Canadian $ Millions;     2012           2011  2012               2011
unaudited)  


                                                                       

Net income before          14.2           14.5  46.7               53.2
non-controlling interest

Other comprehensive                                                    
income (loss)

  Cumulative translation                                               
  adjustment
    Unrealized foreign
    exchange gain (loss)    5.3          (9.8) (5.6)               13.5
    on translation
    Cumulative
    translation
    adjustment                -              -     -                0.8
    reclassified to net
    income

  Other                       -              -     -                1.8

Other comprehensive         5.3          (9.8) (5.6)               16.1
income (loss)

Comprehensive income
before non-controlling     19.5            4.7  41.1               69.3
interest

Comprehensive income
attributable to               -          (0.1) (0.1)              (0.1)
non-controlling interest

Comprehensive income       19.5            4.6  41.0               69.2

Preferred Share dividends (2.2)              - (7.7)                  -

Comprehensive income
attributable to Common     17.3            4.6  33.3               69.2
Shares



Veresen Inc.                                                         
                                                                     

Consolidated Statement                                               
of Cash Flows
                          Three months ended   Year ended December 31
                                 December 31

(Canadian $ Millions;     2012          2011      2012           2011
unaudited) 
                                                                     

Operating                                                            

  Net income before
  non-controlling         14.2          14.5      46.7           53.2
  interest

  Equity income         (38.4)        (49.4)   (135.8)        (155.1)

  Distributions from
  jointly-controlled      53.5          66.5     204.4          230.2
  businesses

  Depreciation and        21.5          12.1      83.1           48.4
  amortization

  Foreign exchange and   (0.9)           3.6     (0.3)          (3.2)
  other non-cash items

  Deferred taxes           0.9           7.5      10.6           15.1

  Changes in non-cash     14.3           5.1    (28.8)            2.8
  working capital 
                          65.1          59.9     179.9          191.4

Investing                                                            

  Acquisitions, net of       -        (50.0)   (890.5)        (144.6)
  cash acquired 

  Investments in
  jointly-controlled    (43.0)        (15.1)   (106.0)        (125.2)
  businesses

  Return of capital
  from                       -             -       8.5              -
  jointly-controlled
  businesses

  Pipeline, plant and   (39.5)         (8.1)    (91.5)         (18.5)
  other capital assets

  Restricted cash            -         (1.6)       0.4          (3.6)

  Other                  (0.9)           3.7     (1.6)            8.4
                        (83.4)        (71.1) (1,080.7)        (283.5)

Financing                                                            

  Subscription receipts      -         348.6         -          348.6
  issued

  Restricted cash        (0.2)       (347.1)     348.4        (347.1)

  Short-term debt
  issued, net of issue       -             -     249.1              -
  costs

  Short-term debt            -             -   (250.0)              -
  repaid

  Long-term debt
  issued, net of issue       -         148.5     347.8          202.3
  costs

  Long-term debt repaid  (3.6)         (3.3)    (11.2)         (57.2)

  Net change in credit    41.2       (101.1)     154.2           32.4
  facilities

  Preferred Shares
  issued, net of issue       -             -     193.7              -
  costs

  Common Share          (38.7)        (22.9)   (104.2)         (53.3)
  dividends paid

  Preferred Share        (2.2)             -     (7.7)              -
  dividends paid

  Repayments from
  (advances to)            0.3        (12.2)    (20.5)         (25.5)
  jointly-controlled
  businesses

  Other                  (1.9)        (11.7)     (4.9)         (15.3)
                         (5.1)         (1.2)     894.7           84.9
                                                                     

Decrease in cash and    (23.4)        (12.4)     (6.1)          (7.2)
short-term investments

Effect of foreign
exchange rate changes      0.2         (0.5)       0.3            6.5
on cash and short-term
investments

Cash and short-term
investments at the        39.3          34.8      21.9           22.6
beginning of the period

Cash and short-term
investments at the end    16.1          21.9      16.1           21.9
of the period



Veresen Inc.                                                         
                                                                     

Distributable Cash (                                                 
(1))
                          Three months ended   Year ended December 31
                                 December 31

(Canadian $ Millions,
except where noted;       2012          2011   2012              2011
unaudited) 
                                                                     

Alliance distributions,
prior to withholdings
for capital               32.5          33.5  130.7             135.2
expenditures and net of
debt service

AEGS distributable
cash, after
non-recoverable capital    4.7           3.9   16.8              15.8
expenditures and debt
service

Hythe/Steeprock
distributable cash,
after non-recoverable     16.5             -   60.3                 -
maintenance capital
expenditures

Aux Sable
distributions, net of
support payments,
non-recoverable           19.8          34.6   64.0              94.2
maintenance capital
   expenditures and
debt service

Power distributable
cash, after maintenance    4.0           1.4   27.1              25.8
capital expenditures
and debt service 
                          77.5          73.4  298.9             271.0

Corporate                                                            

  General and            (5.9)         (6.4) (27.3)            (23.5)
  administrative

  Interest and other     (9.7)         (5.5) (37.1)            (24.4)
  finance

  Principal repayments       -             -      -             (1.5)
  on senior debt
                        (15.6)        (11.9) (64.4)            (49.4)

  Taxes                  (3.2)         (8.3) (15.4)            (28.6)

  Preferred Share        (2.2)             -  (7.7)                 -
  dividends
                        (21.0)        (20.2) (87.5)            (78.0)
                                                                     

Distributable cash  (     56.5          53.2  211.4             193.0
(1))
                                                                     

Distributable cash per    0.29          0.32   1.09              1.18
Common Share ($) ((2))
                                                                     

Dividends paid/payable    49.4          41.5  193.5             163.0
( (3))
                                                                     

Dividends paid/payable    0.25          0.25   1.00              1.00
per Common Share ($) 

(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 shareholders after providing for debt service
    obligations and any capital expenditures that are not
    growth-oriented or recoverable but does not include distribution
    reserves, if any, held by Veresen's 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 new 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 months ended
    December 31, 2012 the average number of Common Shares outstanding
    for this calculation was 197,493,139 (2011 - 166,305,542) and
    203,399,647 (2011 - 172,212,734) on a basic and diluted basis,
    respectively. For the year ended December 31, 2012, the average
    number of Common Shares outstanding for this calculation was
    193,559,607 (2011 - 163,119,400) and 199,466,172 (2011 -
    169,026,820) on a basic and diluted basis, respectively. The number
    of Common Shares outstanding would increase by 5,906,508 (2011 -
    5,907,192) Common Shares if the outstanding Convertible Debentures
    on December 31, 2012 were converted into Common Shares.

(3) Includes $10.6 million and $79.2 million of dividends for the three
    and 12 months ended December 31, 2012 (2011 - $19.3 million and
    $111.4 million, respectively) satisfied through the issuance of
    Common Shares under the Company's Premium Dividend(TM) and Dividend
    Reinvestment Plan (trademark of Canaccord Genuity Corp.).

Veresen Inc.                                                        
                                                                    

Reconciliation of                                                   
Distributable Cash to      
Cash from Operating
Activities
                         Three months ended   Year ended December 31
                                December 31

(Canadian $ Millions;    2012          2011   2012              2011
unaudited) 
                                                                    

Cash from operating      65.1          59.9  179.9             191.4
activities

Add (deduct):                                                       

  Project development     7.0           2.5   23.9              11.1
  costs ((4))

  Change in non-cash   (19.8)        (12.4)   30.0            (12.3)
  working capital 

  Deferred revenue        2.8             -    2.8                 -

  Principal repayments  (2.9)         (2.9) (11.3)            (10.8)
  on senior notes

  Maintenance capital   (2.7)         (1.1)  (7.5)             (2.9)
  expenditures 

  Distributions earned    6.3           7.2  (1.6)              16.5
  greater (less) than
  distributions
  received ((5))

  Preferred Share       (2.2)             -  (7.7)                 -
  dividends

  Current tax on          2.9             -    2.9                 -
  Preferred Share
  dividends
                                                                    

Distributable cash       56.5          53.2  211.4             193.0

(4) Represents costs incurred by the Company in relation to projects
    where the recoverability of such costs has not yet been
    established.  Amounts incurred for the three and 12 months ended
    December 31, 2012 relate primarily to the Jordan Cove LNG terminal
    project, the Pacific Connector Gas Pipeline project, and various
    power development projects.

(5) Represents the difference between distributions declared by
    jointly-controlled businesses and distributions received.





















Dorreen Miller, Director, Investor Relations Phone: (403) 213-3633 
Email:investor-relations@vereseninc.com

SOURCE: Veresen Inc.

To view this news release in HTML formatting, please use the following URL: 
http://www.newswire.ca/en/releases/archive/March2013/06/c2392.html

CO: Veresen Inc.
ST: Alberta
NI: OIL ERN 2575 WNEWS CONF 

-0- Mar/06/2013 19:31 GMT


 
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