Veresen Announces 2013 Third Quarter Results and Increases Guidance

Veresen Announces 2013 Third Quarter Results and Increases Guidance 
/NOT FOR DISTRIBUTION TOUNITED STATESNEWSWIRE SERVICES OR FOR 
DISSEMINATION INTHE UNITED STATES./ 
CALGARY, Nov. 5, 2013 /CNW/ - Veresen Inc. ("Veresen" or the "Company") (TSX: 
VSN) announced today its financial and operating results for the three months 
ended September 30, 2013. 
Highlights: 


    --  Distributable cash(1) of $69.3 million or $0.35 per Common
        Share.
    --  Net income attributable to Common Shares of $27.9 million or
        $0.14 per Common Share.
    --  Cash from operating activities of $44.0 million.
    --  Alliance placed its 127-km Tioga Lateral Pipeline into service,
        resulting in a new stream of contracted earnings and cash flows
        for Alliance, and enhancing the supply diversity of
        liquids-rich natural gas available for processing at Aux
        Sable's Channahon facility.
    --  The Company's Jordan Cove Energy Project executed non-binding
        arrangements, referred to as Heads of Agreement ("HOA"), with
        three, large-scale prospective customers located in various
        countries in Asia.

FINANCIAL HIGHLIGHTS
                            Three months ended       Nine months ended
                               September 30            September 30

($ Millions, except per           2012 ((1)(2))          2012 ((1) (2))
Common Share amounts)        2013                   2013

Net income (loss) before                                               
tax and non-controlling
interest                                                
      Pipeline               27.8          23.8     80.1           71.9
      Midstream              33.6          21.9     60.6           56.4
      Power                   6.2         (2.7)     16.7            3.2
      Veresen - Corporate  (29.9)        (24.2)   (83.4)         (71.4)
                             37.7          24.2     74.0           60.1

Tax expense                 (7.6)         (9.5)   (26.8)         (24.0)

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

Net income                   30.1          14.7     47.2           36.0

Preferred Share dividends   (2.2)         (2.2)    (6.6)          (5.5)

Net income attributable to                 12.5                    30.5
Common Shares                27.9                   40.6
    Per Common Share  ($)     0.14          0.06     0.20           0.15

((1))  Effective January 1, 2013, certain costs have been reclassified
       between Power and Veresen - Corporate. As a result, comparative
       results for Power and Veresen - Corporate have been restated.

((2))  Certain comparative figures for the three and nine months ended
       September 30, 2012 have been revised. See Veresen's September
       30, 2013 consolidated financial statements.

____________________________
(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.)

"Our businesses are performing as we expected and delivered solid results from 
operations as reflected by our third quarter distributable cash and net 
income," commented Don Althoff, President and CEO. "Maintaining our safe, 
efficient operations will continue to be a focus as we advance our significant 
commercial opportunities related to the recontracting of the Alliance Pipeline 
and the development of our Jordan Cove LNG project."

Financial Performance

For the third quarter of 2013, Veresen generated net income attributable to 
Common Shares of $27.9 million or $0.14 per Common Share, compared to $12.5 
million or $0.06 per Common Share for the same period in 2012. Each of 
Veresen's operating segments generated increased third quarter earnings 
relative to the same period last year, most notably in the Midstream business. 
Aux Sable recorded stronger propane sales in the third quarter of 2013, driven 
by higher heat content natural gas which resulted in increased propane sales 
volumes. The propane pricing environment in the third quarter was consistent 
with the same period last year and has strengthened somewhat from the weaker 
pricing environment experienced in the first half of 2013. Market fundamentals 
for ethane continued to be challenging in the third quarter. Midstream 
earnings from Hythe/Steeprock also increased in the third quarter reflecting a 
contractual step up in volume commitments and processing fees relative to the 
same period last year. The increase in Pipeline earnings includes a 
contribution from Alliance's Tioga Lateral Pipeline, which was placed into 
service on September 1, 2013.

As Veresen continues to support the regulatory process related to its Jordan 
Cove LNG project, the Company incurred higher corporate costs compared to the 
prior year period.

Distributable Cash
                               Three months ended   Nine months ended
                                  September 30        September 30

($ Millions, except per Common   2013        2012     2013       2012
Share amounts)

Pipeline                         39.9        37.0    116.3      110.3

Midstream                        43.4        33.7     94.3       88.0

Power                            12.2        13.3     29.1       23.1

Veresen - Corporate            (18.1)      (17.0)   (52.4)     (48.8)

Current tax                     (5.9)       (3.4)    (7.6)     (12.2)

Preferred Share dividends       (2.2)       (2.2)    (6.6)      (5.5)

Distributable Cash ((1))         69.3        61.4    173.1      154.9
      Per Common Share ($)       0.35        0.31     0.87       0.80

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

In the third quarter of 2013, Veresen generated distributable cash of $69.3 
million or $0.35 per Common Share, representing a 13% increase compared to the 
same period last year. This primarily reflects increased distributions from 
Aux Sable, driven by higher propane sales, and increased fees earned by 
Hythe/Steeprock under its long-term processing agreement, partially offset by 
higher taxes.

Business Segment Overview

Pipelines

Alliance has completed construction and commissioned the 127-km (80-mile) 
Tioga Lateral Pipeline and associated facilities in North Dakota. The pipeline 
extends from an existing Hess Corporation gas processing facility and 
interconnects with the Alliance mainline, facilitating the onward shipment of 
natural gas to Aux Sable'sChannahon facility. The 12-inch diameter pipeline 
provides the transportation infrastructure to move 126 million cubic feet per 
day of rich natural gas. Hess is the anchor shipper for the pipeline.

Alliance Pipeline continues to work through the recontracting process.

Midstream

Veresen completed key tie-ins during a turnaround at its Hythe processing 
facility in the second quarter of 2013 to facilitate a future debottleneck 
project to expand the plant's processing capacity. Veresen's Midstream team is 
actively soliciting producer interest to support such an expansion.

In addition to identifying growth opportunities by leveraging Veresen's 
existing midstream assets, the Company continues to explore new opportunities 
to grow its midstream footprint in the Western Canadian Sedimentary Basin. 
Veresen believes that additional infrastructure will be required to support 
the growing Montney and Duvernay resource plays, and that the Company is 
well-positioned to meet the needs of producers.

Aux Sable is 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.

Power

Veresen's power portfolio performed well in the third quarter. The York Energy 
Centre and Glen Park run-of-river facility realized higher margins due to 
successful pricing strategies. With respect to the Dasque-Middle run-of-river 
hydro facility under construction in northwest British Columbia, Veresen has 
secured the necessary contractors to continue with construction after the 
project's previous primary sub-contractor was placed into receivership. 
Commercial in-service is expected to be in mid-2014. Veresen is also pursuing 
the early stage development of gas-fired opportunities.

LNG Development Project

In September 2013, Veresen filed an application with the National Energy Board 
("NEB") for a long-term license to export natural gas from Canada to the 
United States. The exported natural gas is intended to supply Veresen's 
proposed Jordan Cove LNG export project located in Coos Bay, Oregon. The NEB 
application requests an export volume of 1.5 billion cubic feet per day 
(Bcf/d) for 25 years, translating into nine million tonnes per year (MMt/y) of 
export capacity from the Jordan Cove terminal. While the initial liquefaction 
design capacity is six MMt/y, the facility can be expanded to accommodate nine 
MMt/y.

Jordan Cove also recently filed an application with the U.S. Department of 
Energy ("DOE") for authorization to import 1.5 Bcf/d of natural gas from 
Canada to the United States for a 25-year term, matching the terms of the NEB 
application.

Commercially, Veresen has gained traction in its ongoing discussions to secure 
long-term arrangements to produce LNG for international customers. Jordan Cove 
has executed non-binding HOAs with three, large-scale prospective customers 
headquartered in various Asian countries. The volume of LNG capacity requested 
under each HOA either meets or exceeds a minimum 25% capacity threshold 
amount, under the initial six MMt/y LNG development offering by Jordan Cove 
and Pacific Connector. The contract term under each agreement is proposed to 
be 25 years, with extension rights.

On the regulatory front, Veresen is awaiting a response from the DOE regarding 
Jordan Cove's application for a license to export natural gas to non-Free 
Trade Agreement countries. Jordan Cove's application is currently third in the 
queue for processing by the DOE. Jordan Cove continues to work through the 
regulatory process with the Federal Energy Regulatory Commission. Based on the 
current schedule, Veresen expects to be in a position to make a final 
investment decision regarding its LNG export project by the end of 2014.

2013 Guidance

On the strength of its third quarter performance, and based on its outlook for 
the remainder of 2013, Veresen has raised its distributable cash guidance to 
be in the range of $1.06 to $1.16 per Common Share, with a midpoint of $1.11 
per Common Share. This reflects a $0.06 and $0.03 per Common share increase in 
the low end and midpoint, respectively, of the range relative to guidance 
issued August 7, 2013. The increased range is primarily driven by an improved 
pricing outlook for propane and higher heat content natural gas, resulting in 
increased propane sale volumes for Aux Sable. 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 at 2:00 pm MT (4:00 pm ET) on 
November 6, 2013 to discuss its third quarter results. To participate in the 
call please dial: 1 (888) 231-8191 or 1 (647) 427-7450 and enter Conference 
ID: 91638770.

A live audio webcast of the conference call will also available on Veresen's 
website at www.vereseninc.com.

MD&A, Financial Statements and Notes

Management's Discussion and Analysis and consolidated financial statements 
provide a detailed explanation of Veresen's financial results for the third 
quarter ended September 30, 2013 compared to the third quarter ended September 
30, 2012 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 is also actively 
developing a number of greenfield projects and, in the normal course of its 
business, regularly evaluates and pursues acquisition and development 
opportunities.

Veresen's Common Shares, Series A Preferred Shares, Series C 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", "VSN.PR.C" 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 timing of 
completion of construction and start-up of the Dasque-Middle hydro project; 
Veresen's ability to realize its growth objectives; the timing under which 
Veresen will make a final investment decision regarding the Jordan Cove Energy 
Project, 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;
number of shares in                                 December 31, 2012 (
Millions; unaudited)        September 30, 2013                     (1))
                                                                       

Assets                                                                 

Current assets                                                         

  Cash and short-term                     25.5                     16.1
  investments

  Restricted cash                          4.5                      5.8

  Distributions receivable                47.1                     39.9

  Receivables                             77.1                     72.6

  Other                                   11.3                     11.5
                                         165.5                    145.9
                                                                       

Investments in                           844.2                    807.0
jointly-controlled
businesses

Rate-regulated asset                      36.0                     43.8

Pipeline, plant and other              1,440.9                  1,443.8
capital assets

Intangible assets                        436.2                    455.0

Other assets                              62.5                     65.5
                                       2,985.3                  2,961.0
                                                                       

Liabilities                                                            

Current liabilities                                                    

  Payables                                49.3                     63.4

  Dividends payable                       12.9                     12.9

  Current portion of                     212.3                     11.7
  long-term senior debt
                                         274.5                     88.0
                                                                       

Long-term senior debt                  1,132.2                  1,247.6

Subordinated convertible                  86.2                     86.2
debentures

Deferred tax liability                   275.8                    262.0

Other long-term liabilities               46.5                     46.2
                                       1,815.2                  1,730.0
                                                                       

Shareholders' Equity                                                   

Share capital                                                          

  Preferred shares                       195.2                    195.2

  Common shares (200.6 and             1,837.5                  1,804.3
  197.8 outstanding at
  September 30, 2013 and


December 31, 2012,
  respectively)                                                         
Additional paid-in capital                 4.3                      4.3 
Cumulative other                       (150.1)                  (164.8)
comprehensive loss 
Accumulated deficit                    (716.9)                  (608.1) 


                                       1,170.0                  1,230.9

Non-controlling interest                   0.1                      0.1
                                       1,170.1                  1,231.0
                                       2,985.3                  2,961.0

(1) Certain comparative figures as at December 31, 2012 have been
    revised. See Note 1 in Veresen's September 30, 2013 consolidated
    financial statements.
                                                                   

Veresen Inc.                                                       
                                                                   

Consolidated Statement
of Income                                                          
                               
                         Three months ended       Nine months ended
                               September 30            September 30

(Canadian $ Millions,
except per Common
Share amounts;
unaudited)               2013    2012 ((1))    2013      2012 ((1))
                                                                   

Equity income            50.6          35.0   120.2           103.1

Operating revenues       84.5          71.5   245.9           196.5

Operations and
maintenance            (38.2)        (27.6) (116.9)          (81.4)

General,
administrative and
project development    (19.8)        (16.6)  (61.6)          (52.0)

Depreciation and
amortization           (22.8)        (21.7)  (67.5)          (61.6)

Interest and other
finance                (15.7)        (15.4)  (46.8)          (43.4)

Foreign exchange and
other                   (0.9)         (1.0)     0.7           (1.1)

Net income before tax
and non-controlling
interest                 37.7          24.2    74.0            60.1

Current tax             (6.8)         (3.4)  (10.2)          (12.2)

Deferred tax            (0.8)         (6.1)  (16.6)          (11.8)

Net income before
non-controlling
interest                 30.1          14.7    47.2            36.1

Non-controlling
interest                    -             -       -           (0.1)

Net income               30.1          14.7    47.2            36.0

Preferred Share
dividends               (2.2)         (2.2)   (6.6)           (5.5)

Net income
attributable to Common
Shares                   27.9          12.5    40.6            30.5
                                                                   

Net income per Common
Share                                                              

  Basic and diluted      0.14          0.06    0.20            0.15

(1) Certain comparative figures for the three and nine months ended
    September 30, 2012 have been revised. See Note 1 in Veresen's
    September 30, 2013 consolidated financial statements.


Consolidated Statement of
Comprehensive Income                                                    


     
                             Three months ended       Nine months ended
                                   September 30            September 30

(Canadian $ Millions;
unaudited)                   2013    2012 ((1))  2013        2012 ((1))
                                                                       

Net income before
non-controlling interest     30.1          14.7  47.2              36.1

Other comprehensive income
(loss)                                                                 

  Cumulative translation
  adjustment                                                           
    Unrealized foreign
    exchange gain (loss)
    on translation         (10.0)        (16.2)  14.7            (10.9)

Other comprehensive income
(loss)                     (10.0)        (16.2)  14.7            (10.9)

Comprehensive income
(loss) before
non-controlling interest     20.1         (1.5)  61.9              25.2

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

Comprehensive income
(loss)                       20.1         (1.5)  61.9              25.1

Preferred Share dividends   (2.2)         (2.2) (6.6)             (5.5)

Comprehensive income
(loss) attributable to
Common Shares                17.9         (3.7)  55.3              19.6

(1) Certain comparative figures for the three and nine months ended
    September 30, 2012 have been revised. See Note 1 in Veresen's
    September 30, 2013 consolidated financial statements.
    Veresen Inc.                                                         
                                                                     

Consolidated Statement
of Cash Flows                                                        
                          
                           Three months ended       Nine months ended
                                 September 30            September 30

(Canadian $ Millions;
unaudited)                 2013    2012 ((1))    2013      2012 ((1))
                                                                     

Operating                                                            

  Net income before
  non-controlling
  interest                 30.1          14.7    47.2            36.1

  Equity income          (50.6)        (35.0) (120.2)         (103.1)

  Distributions from
  jointly-controlled
  businesses               51.0          53.6   143.0           150.9

  Depreciation and
  amortization             22.8          21.7    67.5            61.6

  Foreign exchange and
  other non-cash items      2.4           2.9     1.6             0.6

  Deferred tax              0.8           6.1    16.6            11.8

  Changes in non-cash
  working capital        (12.5)        (15.5)  (19.3)          (43.1)
                           44.0          48.5   136.4           114.8

Investing                                                            

  Acquisitions, net of
  cash acquired               -         (1.3)       -         (890.5)

  Investments in
  jointly-controlled
  businesses             (17.3)        (34.0)  (53.2)          (63.0)

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

  Pipeline, plant and
  other capital assets   (14.4)        (18.5)  (38.5)          (52.0)

  Restricted cash           0.3             -   (2.6)             0.4

  Other                       -         (0.4)     0.1           (0.7)
                         (31.4)        (45.7)  (94.2)         (997.3)

Financing                                                            

  Restricted cash             -           1.6     3.9           348.6

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

  Short-term debt repaid      -             -       -         (250.0)

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

  Long-term debt repaid   (2.1)         (2.0)   (7.9)           (7.6)

  Net change in credit
  facilities               26.0          49.0    93.0           113.0

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

  Common Share dividends
  paid                   (38.6)        (38.4) (116.2)          (65.5)

  Preferred Share
  dividends paid          (2.2)         (2.2)   (6.6)           (5.5)

  Repayments from
  (advances to)
  jointly-controlled
  businesses                0.4           0.7     1.1          (20.8)

  Other                     1.7         (0.4)   (0.2)           (3.0)
                         (14.8)           8.3  (32.9)           899.8
                                                                     

Increase (decrease) in
cash and short-term
investments               (2.2)          11.1     9.3            17.3

Effect of foreign
exchange rate changes on
cash and short-term
investments               (0.1)         (0.1)     0.1             0.1

Cash and short-term
investments at the
beginning of the period    27.8          28.3    16.1            21.9

Cash and short-term
investments at the end
of the period              25.5          39.3    25.5            39.3

(1) Certain comparative figures for the three and nine months ended
    September 30, 2012 have been revised. See Note 1 in Veresen's
    September 30, 2013 consolidated financial statements.
    Veresen Inc.                                                         
                                                                     

Distributable Cash                                                   
                          
                           Three months ended       Nine months ended
                                 September 30            September 30

(Canadian $ Millions,      2013          2012   2013             2012
except where noted;
unaudited)
                                                                     

Alliance distributions,
prior to withholdings
for capital expenditures
and net of debt service    35.2          32.7  102.8             98.2

AEGS distributable cash,
after non-recoverable
capital expenditures and
debt service                4.7           4.3   13.5             12.1

Hythe/Steeprock
distributable cash,
after non-recoverable
maintenance capital
expenditures               19.8          17.3   55.1             43.7

Aux Sable distributions,
net of support payments,
non-recoverable
maintenance capital

  expenditures and debt
service                    23.6          16.4   39.2             44.3

Power distributable
cash, after maintenance
capital expenditures and
debt service               12.2          13.3   29.1             23.1
                           95.5          84.0  239.7            221.4

Corporate                                                            

  General and
  administrative          (7.8)         (7.1) (22.0)           (21.3)

  Interest and other
  finance                (10.3)         (9.9) (30.4)           (27.5)
                         (18.1)        (17.0) (52.4)           (48.8)

  Current tax             (5.9)         (3.4)  (7.6)           (12.2)

  Preferred Share
  dividends               (2.2)         (2.2)  (6.6)            (5.5)
                         (26.2)        (22.6) (66.6)           (66.5)
                                                                     

Distributable cash  (
(2))                       69.3          61.4  173.1            154.9
                                                                     

Distributable cash per
Common Share ($) ((3))     0.35          0.31   0.87             0.80
                                                                     

Dividends paid/payable(
(4))                       50.0          49.1  149.4            144.1
                                                                     

Dividends paid/payable
per Common Share ($)       0.25          0.25   0.75             0.75

(2) 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.

(3) 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
    September 30, 2013 the average number of Common Shares outstanding
    for this calculation was 200,230,641 (2012 - 196,614,501) and
    206,137,149 (2012 - 202,521,009) on a basic and diluted basis,
    respectively. For the nine months ended September 30, 2013 the
    average number of Common Shares outstanding for this calculation
    was 199,306,345 (2012 - 192,248,429) and 205,212,853 (2012 -
    198,155,103) on a basic and diluted basis, respectively. The number
    of Common Shares outstanding would increase by 5,906,508 (2012 -
    5,906,508) Common Shares if the outstanding Convertible Debentures
    on September 30, 2013 were converted into Common Shares.

(4) Includes $11.4 million and $33.2 million of dividends for the three
    and nine months ended September 30, 2013, respectively (2012 -
    $10.7 million and $68.5 million) 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       Nine months ended
                                  September 30            September 30

(Canadian $ Millions;      2013           2012  2013              2012
unaudited)
                                                                      

Cash from operating
activities                 44.0           48.5 136.4             114.8

Add (deduct):                                                         

  Project development
  costs ((5))               8.1            4.7  23.9              16.7

  Change in non-cash
  working capital          12.0           18.9  20.3              50.0

  Principal repayments on
  senior notes            (2.9)          (2.8) (8.7)             (8.4)

  Maintenance capital
  expenditures            (1.2)          (1.4) (5.0)             (4.8)

  Distributions earned
  greater (less) than
  distributions received
  ((6))                    10.6          (4.3)  10.3             (7.9)

  Preferred Share
  dividends               (2.2)          (2.2) (6.6)             (5.5)

  Current tax on
  Preferred Share
  dividends                 0.9              -   2.5                 -
                                                                      

Distributable cash         69.3           61.4 173.1             154.9

(5) 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 nine months ended
    September 30, 2013 relate primarily to the Jordan Cove LNG terminal
    project, the Pacific Connector Gas Pipeline project, and various
    power development projects.

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





SOURCE  Veresen Inc. 
Dorreen Miller, Director, Investor Relations Phone: (403) 213-3633 
Email:investor-relations@vereseninc.com 
To view this news release in HTML formatting, please use the following URL: 
http://www.newswire.ca/en/releases/archive/November2013/05/c4345.html 
CO: Veresen Inc.
ST: Alberta
NI: OIL  
-0- Nov/05/2013 22:02 GMT
 
 
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