ALLIANCE PIPELINE LIMITED PARTNERSHIP

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1 ALLIANCE PIPELINE LIMITED PARTNERSHIP Condensed Interim Consolidated Financial Statements

2 Condensed Interim Consolidated Statements of Income Three Months Ended Six Months Ended June (unaudited, in thousands of Canadian dollars) Revenues Transportation revenue 85,971 85, , ,171 Transportation revenue from related parties 33,287 27,864 64,688 60,694 Service revenue from related parties 10,787 11,021 22,111 22,450 Other revenue 1,528 1,739 2,996 4,773 Other revenue from related parties 954-3,506 - Total revenues 132, , , ,088 Expenses General and administrative 17,927 19,345 37,293 37,305 Operations and maintenance 27,632 20,238 54,342 38,538 Property taxes 6,029 5,821 12,527 12,169 Administrative service agreement fee ,949 1,527 Depreciation 17,784 17,617 35,579 35,192 Total expenses 70,264 63, , ,731 Operating income 62,263 62, , ,357 Interest and other income , Interest expense (14,934) (16,172) (29,447) (32,345) Net income 48,220 46, , ,004 Net income attributable to Limited Partners 47,738 46, ,727 99,994 Net income attributable to General Partner ,098 1,010 See accompanying notes to the condensed interim consolidated financial statements Page 1

3 Condensed Interim Consolidated Statements of Cash Flows Three Months Ended Six Months Ended June (unaudited, in thousands of Canadian dollars) Operating activities Net income 48,220 46, , ,004 Depreciation 17,784 17,617 35,579 35,192 Amortization of deferred financing fees Changes in non-cash working capital (Note 4) (3,779) (13,248) 19, ,374 51, , ,921 Investing activities Changes in transportation deposits 379 (391) 1,897 1,763 Proceeds from investment (Note 6) - - 9,999 - Changes in net restricted investments (77) 2,140 (84) 60 Net additions to property, plant and equipment 626 (521) (7,445) (5,295) 928 1,228 4,367 (3,472) Financing activities Return of capital contributions (1,000) - (1,800) - Repayment of long-term debt (41,980) (41,480) (41,980) (41,480) Distributions to partners (62,000) (34,000) (102,000) (68,000) Debt issuance costs (120) 14 (120) 14 (105,100) (75,466) (145,900) (109,466) - Net change in cash and trust accounts (41,798) (22,545) 23,676 23,983 Cash and trust accounts, beginning of period 147, ,152 82,285 78,624 Cash and trust accounts, end of period (Note 4) 105, , , ,607 Supplemental disclosure of cash flow information: Interest payments 28,846 31,757 29,123 32,042 Non-cash changes in property, plant and equipment (345) 2,584 6,765 1,706 See accompanying notes to the condensed interim consolidated financial statements Page 2

4 Condensed Interim Consolidated Balance Sheets (unaudited, in thousands of Canadian dollars) June 30 December ASSETS Current assets Cash and trust accounts (Note 4) 105,961 82,285 Accounts receivable 29,682 58,610 Accounts receivable from related parties 19,484 22,276 Inventory 9,867 8,892 Investments - 9,723 Other current assets 4,451 1, , ,371 Investments held in trust 26,470 20,104 Long-term related party receivable 4,653 4,142 Property, plant and equipment 1,048,824 1,083,723 TOTAL ASSETS 1,249,392 1,291,340 LIABILITIES Current liabilities Accounts payable and accrued liabilities 30,882 47,069 Accounts payable to related parties 1,469 1,230 Current portion of long-term debt 83,464 83,961 Restricted transportation deposit 7,719 5,822 Other current liabilities 113 2, , ,083 Regulatory liabilities (Note 5) 35,703 26,935 Other long-term liabilities 16,730 15,757 Long-term debt 737, ,965 PARTNERS' EQUITY 335, ,600 TOTAL LIABILITIES AND PARTNERS' EQUITY 1,249,392 1,291,340 See accompanying notes to the condensed interim consolidated financial statements Page 3

5 Condensed Interim Consolidated Statements of Changes in Partners Equity Three Months Ended Six Months Ended June (unaudited, in thousands of Canadian dollars) Class A Units Class A - number of units 556, , , ,207 Class A unit value - opening balance 265, , , ,672 Net income 42,162 40,840 96,027 88,314 Distributions to partners (54,210) (29,729) (89,185) (59,457) Class A unit value - closing balance 253, , , ,529 Class B Units Class B - number of units 73,558 73,558 73,558 73,558 Class B unit value - opening balance 46,302 43,466 43,803 41,120 Net income 5,576 5,402 12,700 11,680 Distributions to partners (7,170) (3,931) (11,795) (7,863) Class B unit value - closing balance 44,708 44,937 44,708 44,937 Contributed Surplus Contributed surplus - opening balance 31,233 26,233 32,033 26,233 Partner contributions (1,000) - (1,800) - Contributed surplus - closing balance 30,233 26,233 30,233 26,233 General Partner General Partner - opening balance 7,020 6,775 6,804 6,572 Net income ,098 1,010 Distributions to partners (620) (340) (1,020) (680) General Partner - closing balance 6,882 6,902 6,882 6,902 TOTAL PARTNERS' EQUITY 335, , , ,601 See accompanying notes to the condensed interim consolidated financial statements Page 4

6 Notes to the Condensed Interim Consolidated Financial Statements Note 1 Basis of Presentation (unaudited, in thousands of Canadian dollars, unless otherwise noted) The condensed interim consolidated financial statements of Alliance Pipeline Limited Partnership (Alliance) have been prepared by management in accordance with United States generally accepted accounting principles (U.S. GAAP). Operating results for the three and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the full year ending December 31, The condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and financial statement notes for the year ended December 31, In management s opinion, the condensed interim consolidated financial statements have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies. Certain prior year balances have been adjusted to conform to current year presentation as discussed in the audited consolidated financial statements and financial statement notes for the year ended December 31, Subsequent events were evaluated until July 25, 2017, upon which date the condensed interim consolidated financial statements became available to be issued. Note 2 Changes in Accounting Policy Adoption of New Standards Effective January 1, 2017, Alliance adopted Accounting Standards Update (ASU) No , Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. Alliance will no longer present changes in trust accounts net of transportation deposits separately on its Condensed Interim Consolidated Statements of Cash Flows. As a result, the cash balance on the Condensed Interim Consolidated Statements of Cash Flows will include cash and trust accounts. Alliance elected to early adopt ASU No as it better reflects the cash available to Alliance and the nature of cash flow activities. Future Accounting Policy Changes The Financial Accounting Standards Board issued Accounting Standard Codification 606, Revenue from Contracts with Customers, with an effective date for reporting periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, This guidance supersedes the current revenue recognition requirements and most industry-specific guidance and requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. There are two methods in which the amendment can be applied: (1) retrospectively to each prior reporting period presented, or (2) retrospectively with the cumulative effect recognized at the date of initial application. Alliance continues to evaluate impacts on the consolidated financial statements, and will quantify impacts, if any, on prior period comparative balances. Alliance will also address any system and process changes necessary to complete the transition to meet disclosure requirements for the new standard. Page 5

7 Note 3 Significant Shippers For the six months ended June 30, 2017 Alliance has significant shippers that each represent 24% and 15% of contracted revenue (June 30, %, 20% and 12%). Total contracted revenue based on transportation agreements from significant shippers amounted to $46.0 million for the three months ended June 30, 2017 (June 30, 2016 $61.2 million) and $90.2 million for the six months ended June 30, 2017 (June 30, 2016 $126.9 million). Note 4 Supplemental Cash Flows Information Changes in Non-Cash Working Capital Three Months Ended Six Months Ended June Changes in non-cash working capital Accounts receivable 10, ,248 (473) Accounts receivable from related parties 636 1,405 2,792 4,072 Other current and long-term assets (2,745) (2,138) (2,866) (389) Accounts payable and accrued liabilities (10,666) (11,845) (4,742) (5,844) Accounts payable to related parties Inventory (836) 661 (975) 984 Gain on investment - - (276) - Other current and long-term liabilities (936) 668 (915) (3,037) Long-term related party receivable (979) (2,120) (511) 1,590 Regulatory assets and liabilities 968 (899) 2,485 3,062 Total changes in non-cash working capital (3,779) (13,248) 19, Cash and Trust Accounts June 30 December Cash 7,858 9,649 Trust accounts 98,103 72,636 Cash and trust accounts 105,961 82,285 Note 5 Regulatory Liabilities June 30 December Recoverable cost variance 7,556 5,071 Pipeline abandonment 28,147 21,864 Total regulatory liabilities 35,703 26,935 The recoverable cost variance reflects the differences between amounts invoiced in the tolls for specified recoverable costs, as outlined in the transportation tariff, and the related expenses recognized in the Condensed Interim Consolidated Statements of Income. The pipeline abandonment liability consists of funds collected from shippers for the abandonment of pipeline assets, net of any costs incurred to date. Page 6

8 Note 6 Financial Instruments The fair value of the principal of the long-term debt is estimated using an income approach based on quoted market prices for the same or similar debt instruments. At June 30, 2017, the carrying value of the principal of the long-term debt is $823.6 million (December 31, 2016 $865.6 million) and the fair value is $933.6 million (December 31, 2016 $953.7 million). The debt service coverage ratio is defined as the ratio of cash inflows, minus operating costs, to the scheduled debt service payable for a twelve month period. The ratio is required to be 1.40 or above. At June 30, 2017, the debt service coverage ratio is 2.51 (December 31, ). On January 24, 2017, Alliance received $10.0 million for the MAV II notes investment. Note 7 Long-Term Debt Effective April 27, 2017, the maturity date of the credit facility was extended from June 29, 2019 to June 29, Page 7

Alliance Pipeline Limited Partnership Financial Statements and Notes

Alliance Pipeline Limited Partnership 2018 Financial Statements and Notes Alliance Pipeline Limited Partnership 2018 Consolidated Statements of Income Years Ended December 31 2018 2017 2016 (thousands