Document


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of August 2018

Commission File No. 1-31690

TransCanada Corporation
(Translation of Registrant's Name into English)

450 – 1 Street S.W., Calgary, Alberta, T2P 5H1, Canada
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F                      o                      Form 40-F                      þ


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

Exhibits 13.1 and 13.2 to this report, furnished on Form 6-K, shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended, of the registrant: Form S-8 (File Nos. 333-5916, 333-8470, 333-9130, 333-151736 and 333-184074), Form F-3 (File Nos. 33-13564 and 333-6132) and Form F-10 (File Nos. 333-151781, 333-161929, 333-208585, 333-214971, 333-218711 and 333-225941).

Exhibits 31.1, 31.2, 32.1, 32.2 and 99.1 to this report, furnished on Form 6-K, are furnished, not filed, and will not be incorporated by reference into any registration statement filed by the registrant under the Securities Act of 1933, as amended.








EXHIBIT INDEX


13.1
Management’s Discussion and Analysis of Financial Condition and Results of Operations of the registrant as at and for the period ended June 30, 2018.
 
 
13.2
Consolidated comparative interim unaudited financial statements of the registrant for the period ended June 30, 2018 (included in the registrant's Second Quarter 2018 Quarterly Report to Shareholders).
 
 
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
99.1
A copy of the registrant’s news release of August 2, 2018.







SIGNATURES

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


Date: August 2, 2018
TRANSCANADA CORPORATION
 
 
 
 
By:
/s/ Donald R. Marchand
 
 
Donald R. Marchand
 
 
Executive Vice-President and
 
 
Chief Financial Officer
 
 
 
 
By:
/s/ G. Glenn Menuz
 
 
G. Glenn Menuz
 
 
Vice-President and Controller



Exhibit
EXHIBIT 13.1

Quarterly report to shareholders
Second quarter 2018
Financial highlights
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $, except per share amounts)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
Revenues
 
3,195

 
3,230

 
6,619

 
6,637

Net income attributable to common shares
 
785

 
881

 
1,519

 
1,524

per common share – basic
 

$0.88

 

$1.01

 

$1.70

 

$1.76

                                – diluted
 

$0.88

 

$1.01

 

$1.70

 

$1.75

Comparable EBITDA1
 
1,991

 
1,830

 
4,054

 
3,807

Comparable earnings1
 
768

 
659

 
1,632

 
1,357

per common share1
 

$0.86

 

$0.76

 

$1.83

 

$1.56

 
 
 
 
 
 
 
 
 
Cash flows
 
 

 
 

 
 

 
 

Net cash provided by operations
 
1,805

 
1,353

 
3,217

 
2,655

Comparable funds generated from operations1
 
1,459

 
1,367

 
3,070

 
2,875

Comparable distributable cash flow1
 
1,306

 
1,181

 
2,745

 
2,521

per common share1
 

$1.46

 

$1.36

 

$3.08

 

$2.90

Capital spending2
 
2,597

 
2,321

 
4,693

 
4,115

 
 
 
 
 
 
 
 
 
Dividends declared
 
 

 
 
 
 

 
 
Per common share
 

$0.69

 

$0.625

 

$1.38

 

$1.25

Basic common shares outstanding (millions)
 
 

 
 

 
 

 
 
– weighted average for the period
 
896

 
870

 
892

 
868

– issued and outstanding at end of period
 
904

 
871

 
904

 
871

1
Comparable EBITDA, comparable earnings, comparable earnings per common share, comparable funds generated from operations, comparable distributable cash flow and comparable distributable cash flow per common share are all non-GAAP measures. See the Non-GAAP measures section for more information.
2
Includes capital expenditures, capital projects in development and contributions to equity investments.



TRANSCANADA [2
SECOND QUARTER 2018

Management’s discussion and analysis
August 1, 2018
This management’s discussion and analysis (MD&A) contains information to help the reader make investment decisions about TransCanada Corporation. It discusses our business, operations, financial position, risks and other factors for the three and six months ended June 30, 2018, and should be read with the accompanying unaudited condensed consolidated financial statements for the three and six months ended June 30, 2018, which have been prepared in accordance with U.S. GAAP.
This MD&A should also be read in conjunction with our December 31, 2017 audited consolidated financial statements and notes and the MD&A in our 2017 Annual Report. Capitalized and abbreviated terms that are used but not otherwise defined herein are identified in our 2017 Annual Report. Certain comparative figures have been adjusted to reflect the current period’s presentation.
FORWARD-LOOKING INFORMATION
We disclose forward-looking information to help current and potential investors understand management’s assessment of our future plans and financial outlook, and our future prospects overall.
Statements that are forward-looking are based on certain assumptions and on what we know and expect today. These statements generally include words like anticipate, expect, believe, may, will, should, estimate or other similar words.
Forward-looking statements in this MD&A include information about the following, among other things:
planned changes in our business
our financial and operational performance, including the performance of our subsidiaries
expectations or projections about strategies and goals for growth and expansion
expected cash flows and future financing options available to us
expected dividend growth
expected costs for planned projects, including projects under construction, permitting and in development
expected schedules for planned projects (including anticipated construction and completion dates)
expected regulatory processes and outcomes, including the expected impact of the 2018 FERC Actions
expected outcomes with respect to legal proceedings, including arbitration and insurance claims
expected capital expenditures and contractual obligations
expected operating and financial results
expected impact of future accounting changes, commitments and contingent liabilities
expected impact of U.S. Tax Reform
expected industry, market and economic conditions.
Forward-looking statements do not guarantee future performance. Actual events and results could be significantly different because of assumptions, risks or uncertainties related to our business or events that happen after the date of this MD&A.



TRANSCANADA [3
SECOND QUARTER 2018

Our forward-looking information is based on the following key assumptions, and is subject to the following risks and uncertainties:
Assumptions
continued wind-down of our U.S. Northeast power marketing business
inflation rates and commodity prices
nature and scope of hedging activities
regulatory decisions and outcomes, including those related to the 2018 FERC Actions
interest, tax and foreign exchange rates, including the impact of U.S. Tax Reform
planned and unplanned outages and the use of our pipeline and energy assets
integrity and reliability of our assets
access to capital markets
anticipated construction costs, schedules and completion dates.
Risks and uncertainties
our ability to successfully implement our strategic priorities and whether they will yield the expected benefits
the operating performance of our pipeline and energy assets
amount of capacity sold and rates achieved in our pipeline businesses
the availability and price of energy commodities
the amount of capacity payments and revenues from our energy business
regulatory decisions and outcomes, including those related to the 2018 FERC Actions
outcomes of legal proceedings, including arbitration and insurance claims
performance and credit risk of our counterparties
changes in market commodity prices
changes in the regulatory environment
changes in the political environment
changes in environmental and other laws and regulations
competitive factors in the pipeline and energy sectors
construction and completion of capital projects
costs for labour, equipment and materials
access to capital markets, including the economic benefit of asset drop downs to TC PipeLines, LP
interest, tax and foreign exchange rates, including the impact of U.S. Tax Reform
weather
cyber security
technological developments
economic conditions in North America as well as globally.
You can read more about these factors and others in this MD&A and in other disclosure documents we have filed with Canadian securities regulators and the SEC, including the MD&A in our 2017 Annual Report.
As actual results could vary significantly from the forward-looking information, you should not put undue reliance on forward-looking information and should not use future-oriented information or financial outlooks for anything other than their intended purpose. We do not update our forward-looking statements due to new information or future events, unless we are required to by law.
FOR MORE INFORMATION
You can find more information about TransCanada in our Annual Information Form and other disclosure documents, which are available on SEDAR (www.sedar.com).



TRANSCANADA [4
SECOND QUARTER 2018

NON-GAAP MEASURES
This MD&A references the following non-GAAP measures:
comparable earnings
comparable earnings per common share
comparable EBITDA
comparable EBIT
funds generated from operations
comparable funds generated from operations
comparable distributable cash flow
comparable distributable cash flow per common share.
These measures do not have any standardized meaning as prescribed by GAAP and therefore may not be similar to measures presented by other entities.
Comparable measures
We calculate comparable measures by adjusting certain GAAP and non-GAAP measures for specific items we believe are significant but not reflective of our underlying operations in the period. Except as otherwise described herein, these comparable measures are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable.
Our decision not to adjust for a specific item is subjective and made after careful consideration. Specific items may include:
certain fair value adjustments relating to risk management activities
income tax refunds and adjustments and changes to enacted tax rates
gains or losses on sales of assets or assets held for sale
legal, contractual and bankruptcy settlements
impact of regulatory or arbitration decisions relating to prior year earnings
restructuring costs
impairment of property, plant and equipment, goodwill, investments and other assets including certain ongoing maintenance and liquidation costs
acquisition and integration costs.
We exclude the unrealized gains and losses from changes in the fair value of derivatives used to reduce our exposure to certain financial and commodity price risks. These derivatives generally provide effective economic hedges but do not meet the criteria for hedge accounting. As a result, the changes in fair value are recorded in net income. As these amounts do not accurately reflect the gains and losses that will be realized at settlement, we do not consider them reflective of our underlying operations.
The following table identifies our non-GAAP measures against their equivalent GAAP measures.
Comparable measure
Original measure
 
 
comparable earnings
net income attributable to common shares
comparable earnings per common share
net income per common share
comparable EBITDA
segmented earnings
comparable EBIT
segmented earnings
comparable funds generated from operations
net cash provided by operations
comparable distributable cash flow
net cash provided by operations



TRANSCANADA [5
SECOND QUARTER 2018

Comparable earnings and comparable earnings per common share
Comparable earnings represents earnings or loss attributable to common shareholders on a consolidated basis, adjusted for specific items. Comparable earnings is comprised of segmented earnings, interest expense, AFUDC, interest income and other, income taxes and non-controlling interests, adjusted for specific items. See the Consolidated results section for reconciliations to net income attributable to common shares and net income per common share.
Comparable EBIT and comparable EBITDA
Comparable EBIT represents segmented earnings, adjusted for specific items. We use comparable EBIT as a measure of our earnings from ongoing operations as it is a useful measure of our performance and an effective tool for evaluating trends in each segment. Comparable EBITDA is calculated the same way as comparable EBIT but excludes the non-cash charges for depreciation and amortization. See the Reconciliation of non-GAAP measures section for a reconciliation to segmented earnings.
Funds generated from operations and comparable funds generated from operations
Funds generated from operations reflects net cash provided by operations before changes in operating working capital. We believe it is a useful measure of our consolidated operating cash flow because it does not include fluctuations from working capital balances, which do not necessarily reflect underlying operations in the same period, and is used to provide a consistent measure of the cash generating performance of our assets. Comparable funds generated from operations is adjusted for the cash impact of specific items. See the Financial condition section for a reconciliation to net cash provided by operations.
Comparable distributable cash flow and comparable distributable cash flow per common share
We believe comparable distributable cash flow is a useful supplemental measure of performance that defines cash available to common shareholders before capital allocation. Comparable distributable cash flow is defined as comparable funds generated from operations less preferred share dividends, distributions to non-controlling interests and non-recoverable maintenance capital expenditures.
Maintenance capital expenditures are expenditures incurred to maintain our operating capacity, asset integrity and reliability, and include amounts attributable to our proportionate share of maintenance capital expenditures on our equity investments. We have the opportunity to recover effectively all of our pipeline maintenance capital expenditures in Canadian Natural Gas Pipelines, U.S. Natural Gas Pipelines and Liquids Pipelines through tolls. Canadian natural gas pipelines maintenance capital expenditures are reflected in rate bases, on which we earn a regulated return and subsequently recover in tolls. Our U.S. natural gas pipelines can recover maintenance capital expenditures through tolls under current rate settlements, or have the ability to recover such expenditures through tolls established in future rate cases or settlements. Tolling arrangements in our liquids pipelines provide for the recovery of maintenance capital expenditures. As such, beginning in second quarter 2018, our presentation of comparable distributable cash flow and comparable distributable cash flow per common share only includes a reduction for non-recoverable maintenance capital expenditures in their respective calculations. Comparative figures have been adjusted to reflect this presentation.
See the Financial condition section for a reconciliation to net cash provided by operations.



TRANSCANADA [6
SECOND QUARTER 2018

Consolidated results - second quarter 2018
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $, except per share amounts)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Canadian Natural Gas Pipelines
 
280

 
305

 
533

 
587

U.S. Natural Gas Pipelines
 
541

 
401

 
1,189

 
962

Mexico Natural Gas Pipelines
 
118

 
120

 
255

 
238

Liquids Pipelines
 
390

 
251

 
731

 
478

Energy
 
191

 
645

 
241

 
843

Corporate
 
72

 
(40
)
 
(9
)
 
(73
)
Total segmented earnings
 
1,592

 
1,682

 
2,940


3,035

Interest expense
 
(558
)
 
(524
)
 
(1,085
)
 
(1,024
)
Allowance for funds used during construction
 
113

 
121

 
218

 
222

Interest income and other
 
(92
)
 
89

 
(29
)
 
109

Income before income taxes
 
1,055

 
1,368

 
2,044

 
2,342

Income tax expense
 
(153
)
 
(393
)
 
(274
)
 
(593
)
Net income
 
902

 
975

 
1,770

 
1,749

Net income attributable to non-controlling interests
 
(76
)
 
(55
)
 
(170
)
 
(145
)
Net income attributable to controlling interests
 
826

 
920

 
1,600

 
1,604

Preferred share dividends
 
(41
)
 
(39
)
 
(81
)
 
(80
)
Net income attributable to common shares
 
785

 
881

 
1,519

 
1,524

Net income per common share — basic
 

$0.88

 

$1.01

 

$1.70

 

$1.76

                                                    — diluted
 

$0.88

 

$1.01

 

$1.70

 
$1.75

Net income attributable to common shares decreased by $96 million and $5 million, or $0.13 and $0.06 per common share, for the three and six months ended June 30, 2018 compared to the same periods in 2017. Net income per common share in 2018 reflects the effect of common shares issued in 2017 and 2018 under our DRP and Corporate ATM program.
Net income in both periods included unrealized gains and losses from changes in risk management activities, which we exclude, along with other specific items as noted below to arrive at comparable earnings.
2018 results included:
an after-tax loss of $5 million year-to-date related to our U.S. Northeast power marketing contracts which included an after-tax loss of $11 million in second quarter and an after-tax gain of $6 million in first quarter primarily due to income recognized on the sale of our retail contracts. These amounts have been excluded from Energy's comparable earnings effective January 1, 2018 as we do not consider the wind-down of the remaining contracts part of our underlying operations. The contract portfolio will continue to run-off through to mid-2020.
2017 results included:
a $255 million after-tax net gain related to the monetization of our U.S. Northeast power business, which included a $441 million after-tax gain on the sale of TC Hydro in second quarter, an incremental loss of $176 million after tax recorded in second quarter on the sale of the thermal and wind package and $10 million year-to-date of after-tax disposition costs



TRANSCANADA [7
SECOND QUARTER 2018

an after-tax charge of $15 million in second quarter and $39 million year-to-date for integration-related costs associated with the acquisition of Columbia
an after-tax charge of $4 million in second quarter and $11 million year-to-date related to the maintenance of Keystone XL assets which was expensed in 2017 pending further advancement of the project. In 2018, Keystone XL expenditures are being capitalized
a $7 million income tax recovery in first quarter related to the realized loss on a third-party sale of Keystone XL project assets.
A reconciliation of net income attributable to common shares to comparable earnings is shown in the following table.
RECONCILIATION OF NET INCOME TO COMPARABLE EARNINGS
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $, except per share amounts)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Net income attributable to common shares
 
785

 
881

 
1,519

 
1,524

Specific items (net of tax):
 
 
 
 
 
 
 
 
U.S. Northeast power marketing contracts
 
11

 

 
5

 

Net gain on sales of U.S. Northeast power generation assets
 

 
(265
)
 

 
(255
)
Integration and acquisition related costs – Columbia
 

 
15

 

 
39

Keystone XL asset costs
 

 
4

 

 
11

Keystone XL income tax recoveries
 

 

 

 
(7
)
Risk management activities1
 
(28
)
 
24

 
108

 
45

Comparable earnings
 
768

 
659

 
1,632

 
1,357

Net income per common share — basic
 
$0.88
 
$1.01
 

$1.70

 

$1.76

Specific items (net of tax):
 
 
 
 
 
 
 
 
U.S. Northeast power marketing contracts
 
0.01

 

 
0.01

 

Net gain on sales of U.S. Northeast power generation assets
 

 
(0.30
)
 

 
(0.29
)
Integration and acquisition related costs – Columbia
 

 
0.02

 

 
0.04

Keystone XL asset costs
 

 

 

 
0.01

Keystone XL income tax recoveries
 

 

 

 
(0.01
)
Risk management activities
 
(0.03
)
 
0.03

 
0.12

 
0.05

Comparable earnings per common share
 

$0.86

 
$0.76
 

$1.83

 

$1.56

1
 
Risk management activities
 
three months ended
June 30
 
six months ended
June 30
 
 
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
 
 
 
 
Canadian Power
 
1

 
3

 
3

 
4

 
 
U.S. Power
 
39

 
(94
)
 
(62
)
 
(156
)
 
 
Liquids marketing
 
62

 
4

 
55

 
4

 
 
Natural Gas Storage
 
(3
)
 
(4
)
 
(6
)
 
1

 
 
Foreign exchange
 
(60
)
 
41

 
(139
)
 
56

 
 
Income tax attributable to risk management activities
 
(11
)
 
26

 
41

 
46

 
 
Total unrealized gains/(losses) from risk management activities
 
28

 
(24
)
 
(108
)
 
(45
)



TRANSCANADA [8
SECOND QUARTER 2018

Comparable earnings increased by $109 million or $0.10 per common share for the three months ended June 30, 2018 compared to the same period in 2017 and was primarily the net effect of:
higher contribution from U.S. Natural Gas Pipelines mainly due to increased earnings from Columbia Gas and Columbia Gulf growth projects placed in service, additional contract sales on ANR and Great Lakes and the amortization of net regulatory liabilities recognized as a result of U.S. Tax Reform
higher contribution from Liquids Pipelines primarily due to earnings from intra-Alberta pipelines placed in service in the second half of 2017, higher volumes on the Keystone Pipeline System and increased earnings from liquids marketing activities
lower income tax expense primarily due to lower income tax rates as a result of U.S. Tax Reform
higher interest expense primarily as a result of long-term debt and junior subordinated notes issuances, net of maturities, and lower capitalized interest, partially offset by the repayment of the Columbia acquisition bridge facilities in June 2017
lower earnings from U.S. Power mainly due to the sale of the U.S. Northeast power generation assets in second quarter 2017
lower earnings from Bruce Power primarily due to lower volumes resulting from increased outage days
lower Eastern Power results mainly due to the sale of our Ontario solar assets in December 2017.
Comparable earnings increased by $275 million or $0.27 per common share for the six months ended June 30, 2018 compared to the same period in 2017 and was primarily the net effect of:
higher contribution from U.S. Natural Gas Pipelines mainly due to increased earnings from Columbia Gas and Columbia Gulf growth projects placed in service, additional contract sales on ANR and Great Lakes and amortization of net regulatory liabilities recognized as a result of U.S. Tax Reform
higher contribution from Liquids Pipelines primarily due to earnings from intra-Alberta pipelines placed in service in the second half of 2017, higher volumes on the Keystone Pipeline System and increased earnings from liquids marketing activities
lower income tax expense primarily due to lower income tax rates as a result of U.S. Tax Reform
higher interest income and other primarily resulting from realized gains in 2018 compared to realized losses in 2017 on derivatives used to manage our net exposure to foreign exchange rate fluctuations on U.S. dollar-denominated income
lower earnings from U.S. Power mainly due to the sale of the U.S. Northeast power generation assets in second quarter 2017
higher interest expense primarily as a result of long-term debt and junior subordinated notes issuances, net of maturities, and lower capitalized interest, partially offset by the repayment of the Columbia acquisition bridge facilities in June 2017
lower earnings from Bruce Power primarily due to lower volumes resulting from increased outage days
lower Eastern Power results mainly due to the sale of our Ontario solar assets in December 2017.
Comparable earnings per common share for the three and six months ended June 30, 2018 also reflect the effect of common shares issued in 2017 and 2018 under our DRP and our Corporate ATM program.



TRANSCANADA [9
SECOND QUARTER 2018

2018 FERC Actions
BACKGROUND
In December 2016, FERC issued a Notice of Inquiry (NOI) seeking comment on how to address the issue of whether its existing policies resulted in a ‘double recovery’ of income taxes in a pass-through entity such as a master limited partnership (MLP). This NOI was in response to a decision by the U.S. Court of Appeals for the District of Columbia Circuit in July 2016 in United Airlines, Inc., et al. v. FERC (the United case), directing FERC to address the issue. 
On December 22, 2017, H.R. 1, the Tax Cuts and Jobs Act (U.S. Tax Reform), was signed resulting in significant changes to U.S. tax law including a decrease in the U.S. federal corporate income tax rate from 35 per cent to 21 per cent effective January 1, 2018. As a result of this change, deferred income tax assets and deferred income tax liabilities related to our U.S. businesses, including amounts related to our proportionate share of assets held in TC PipeLines, LP, were remeasured as at December 31, 2017 to reflect the new lower U.S. federal corporate income tax rate. With respect to our U.S. rate-regulated natural gas pipelines, the impact of this remeasurement was recorded as a net regulatory liability. 
On March 15, 2018, FERC issued (1) a Revised Policy Statement to address the treatment of income taxes for rate-making purposes for MLPs; (2) a Notice of Proposed Rulemaking (NOPR) proposing interstate pipelines file a one-time report to quantify the impact of the federal income tax rate reduction and the impact of the Revised Policy Statement on each pipeline's return on equity (ROE) assuming a single-issue adjustment to a pipeline’s rates; and (3) a NOI seeking comment on how FERC should address changes related to accumulated deferred income taxes and bonus depreciation. On July 18, 2018, FERC issued (1) an Order on Rehearing of the Revised Policy Statement dismissing rehearing requests; and (2) a Final Rule adopting and revising procedures from, and clarifying aspects of, the NOPR (collectively, the “2018 FERC Actions”). The Final Rule will become effective September 13, 2018, and is subject to requests for further rehearing and clarification. Each is described below. 
FERC Revised Policy Statement on Treatment of Income Taxes for MLPs
The Revised Policy Statement changes FERC's long-standing policy allowing income tax amounts to be included in rates subject to cost-of-service rate regulation for pipelines owned by an MLP. The Revised Policy Statement creates a presumption that entities whose earnings are not taxed through a corporation should not be permitted to recover an income tax allowance in their regulated cost-of-service rates. On July 18, 2018, FERC dismissed requests for rehearing and provided clarification of the Revised Policy Statement. In this Order on Rehearing, FERC noted that an MLP is not automatically precluded in a future proceeding from arguing and providing evidentiary support that it is entitled to an income tax allowance in its cost-of-service rates. Additionally, FERC provided guidance with regard to accumulated deferred income taxes for MLP pipelines and other pass-through entities. FERC found that to the extent an entity’s income tax allowance should be eliminated from rates, it must also eliminate its existing accumulated deferred income tax balance from its rate base. As a result, the Revised Policy Statement also precludes the recognition and subsequent amortization of any related regulatory assets or liabilities that might have otherwise impacted rates charged to customers as a refund or collection of excess or deficient deferred income tax assets or liabilities.



TRANSCANADA [10
SECOND QUARTER 2018

Final Rule on Tax Law Changes for Interstate Natural Gas Pipelines 
The Final Rule established a schedule by which interstate pipelines must either (i) file a new uncontested rate settlement or (ii) file a one-time report, called FERC Form No. 501-G, that quantifies the isolated rate impact of U.S. Tax Reform on FERC-regulated pipelines and the impact of the Revised Policy Statement on pipelines held by MLPs. Pipelines filing the FERC Form No. 501-G will have four options: 
make a limited Natural Gas Act Section 4 filing to reduce its rates by the reduction in its cost-of-service shown in its FERC Form No. 501-G. For any pipeline electing this option, FERC guarantees a three-year moratorium on Natural Gas Act Section 5 rate investigations if the pipeline’s FERC Form 501-G shows the pipeline’s estimated ROE as being 12 per cent or less. Under the Final Rule, and notwithstanding the Revised Policy Statement discussed above, a pipeline organized as an MLP is not required to eliminate its income tax allowance, but instead can reduce its rates to reflect the reduction in the maximum corporate tax rate. Alternatively, the MLP pipeline can eliminate its tax allowance along with its accumulated deferred income tax balance used for rate-making purposes. In situations where the accumulated deferred income tax balance is a liability, this elimination would have the effect of increasing the pipeline’s rate base for rate-making purposes;  
commit to file either a pre-packaged uncontested rate settlement or a general Section 4 rate case if it believes that using the limited Section 4 option will not result in just and reasonable rates. If the pipeline commits to file either by December 31, 2018, FERC will not initiate a Section 5 investigation of its rates prior to that date; 
file a statement explaining its rationale for why it does not believe the pipeline's rates must change; or 
take no other action. FERC will consider whether to initiate a Section 5 investigation of any pipeline that has not submitted a limited Section 4 rate filing or committed to file a general Section 4 rate case. 
We are evaluating this Final Rule and our next courses of action, however, we do not expect an immediate or a retroactive impact from the Final Rule or the Revised Policy Statement described above. 
NOI Regarding the Effect of U.S. Tax Reform on Commission-Jurisdictional Rates
In the NOI, FERC sought comment on the effects of U.S. Tax Reform to determine additional action, if any, required by FERC related to accumulated deferred income taxes that were reserved in anticipation of being paid to or refunded by the Internal Revenue Service, but which no longer accurately reflect the future income tax liability or asset. The NOI also sought comment on the elimination of bonus depreciation for regulated natural gas pipelines and other effects of U.S. Tax Reform on regulated rates or earnings.
As noted above, FERC's Order on Rehearing of the Revised Policy Statement provided guidance with regard to accumulated deferred income taxes for MLP pipelines, finding that if an MLP pipeline's income tax allowance is eliminated from its cost-of-service rates, then its existing accumulated deferred income tax balance used for rate-making purposes should also be eliminated from its rate base.  
IMPACT OF 2018 FERC ACTIONS ON TRANSCANADA
Our U.S. natural gas pipelines are held through a number of different ownership structures. We do not anticipate that the earnings and cash flows from our directly-held U.S. natural gas pipelines, including ANR, Columbia Gas and Columbia Gulf, will be materially impacted by the Revised Policy Statement as they are held through wholly-owned taxable corporations and, in addition, a significant proportion of their revenues are earned under non-recourse rates. Columbia Gas is required under existing settlements to adjust certain of its recourse rates for the decrease in the U.S. federal corporate income tax rate enacted December 22, 2017, with the changes implemented January 1, 2018. As ANR, Columbia Gas, Columbia Gulf and other wholly-owned regulated assets undergo future rate proceedings, some of which may be accelerated by the Final Rule, future rates may be impacted prospectively as a result of U.S. Tax Reform, but the impact is expected to be largely mitigated by lower corporate income tax rates. Therefore, the impact on earnings and cash flows resulting from the 2018 FERC Actions on our wholly-owned U.S. natural gas pipelines is expected to be limited in comparison to pre-U.S. Tax Reform. 



TRANSCANADA [11
SECOND QUARTER 2018

The Revised Policy Statement also prohibits an income tax allowance for liquids pipelines held in MLP structures. We do not expect an impact on our U.S. liquids pipelines as they are not held in MLP form. 
Financing
At the time and as a result of the 2018 FERC Actions initially proposed in March 2018, further drop downs of assets into TC PipeLines, LP were considered to no longer be a viable funding lever. In addition, the TC PipeLines, LP ATM program ceased to be utilized. Pursuant to the 2018 FERC Actions issued on July 18, 2018, it is yet to be determined if and when in the future these might be restored as competitive financing options. Regardless, we believe we have the financial capacity to fund our existing capital program through predictable and growing cash flow generated from operations, access to capital markets including through our Amended Corporate ATM program and our DRP, portfolio management, cash on hand and substantial committed credit facilities. 
Impact of 2018 FERC Actions on TC PipeLines, LP
We are analyzing the impact of the 2018 FERC Actions on our TC PipeLines, LP assets, particularly considering the changes noted above and alternatives now available under the Final Rule. While a number of uncertainties exist with respect to the changes, TC PipeLines, LP’s earnings, cash flows and financial position could be materially adversely impacted. Should we or TC PipeLines, LP choose to proactively address the issues contemplated by the 2018 FERC Actions, prospective changes in certain pipeline systems' rates could occur as early as late 2018. However, the impact in 2018 is expected to be limited, while subsequent periods for TC PipeLines, LP could be more significantly affected. Mitigating this impact, approximately half of TC PipeLines, LP’s revenues, including those of equity investments, are earned under non-recourse rates which are not expected to be impacted by the 2018 FERC Actions. As our ownership in TC PipeLines, LP is approximately 25 per cent, the impact of the 2018 FERC Actions related to TC PipeLines, LP is not expected to be significant to our consolidated earnings or cash flow.
Individual pipelines owned by TC PipeLines, LP do not currently have a requirement to file for new rates until 2022, however, that timing may be accelerated by the Final Rule, except where moratoria exist. As noted above, the change in the Final Rule to allow MLPs to remove the accumulated deferred income tax liability from rate base, thus increasing rate base in general, may further mitigate the loss of the tax allowance in cost-of-service based rates.
As a result of the 2018 FERC Actions initially proposed in March 2018, and in order to retain cash in anticipation of a possible reduction of revenues, TC PipeLines, LP reduced its quarterly distribution to common unitholders by 35 per cent to US$0.65 per unit beginning with its first quarter 2018 distribution. 
Impairment Considerations
We review plant, property and equipment and equity investments for impairment whenever events or changes in circumstances indicate the carrying value of the asset may not be recoverable. 
Goodwill is tested for impairment on an annual basis, or more frequently if events or changes in circumstance indicate that it might be impaired. We can initially make this assessment based on qualitative factors. If we conclude that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, then an impairment test is not performed. 



TRANSCANADA [12
SECOND QUARTER 2018

Until the 2018 FERC Actions are implemented through individual rate proceedings or settlements and we and TC PipeLines, LP have fully evaluated our respective alternatives to minimize any negative impact, we believe that it is not more likely than not that the fair value of any of the reporting units is less than its respective carrying value. Therefore, a goodwill impairment test has not been performed in 2018 to date. We also determined there is no indication that the carrying values of plant, property and equipment and equity investments potentially impacted by the 2018 FERC Actions are not recoverable. We will continue to monitor developments and assess our goodwill for impairment as well as review our property, plant and equipment and equity investments for recoverability as new information becomes available. 
At December 31, 2017, the estimated fair value of Great Lakes exceeded its carrying value by less than 10 per cent. There is a risk that the 2018 FERC Actions, once finalized, could result in a goodwill impairment charge. The goodwill balance for Great Lakes is US$573 million at June 30, 2018 (December 31, 2017 - US$573 million). There is also a risk that the goodwill balance of US$82 million at June 30, 2018 (December 31, 2017 - US$82 million) related to Tuscarora could be negatively impacted by the 2018 FERC Actions. 
U.S. Tax Reform
Pursuant to the enactment of U.S. Tax Reform, we recorded net regulatory liabilities and a corresponding reduction in net deferred income tax liabilities in the amount of $1,686 million at December 31, 2017 related to our U.S. natural gas pipelines subject to rate-regulated accounting (RRA). Amounts recorded to adjust income taxes remain provisional as our interpretation, assessment and presentation of the impact of U.S. Tax Reform may be further clarified with additional guidance from regulatory, tax and accounting authorities as well as through our elections of specific treatments allowed under the Final Rule described above. Should additional guidance be provided by these authorities or other sources during the one-year measurement period permitted by the SEC, we will review the provisional amounts and adjust as appropriate. Other than the amortizations discussed below and the foreign exchange impacts, no adjustments were made to these amounts during second quarter 2018. Once the final impact of the 2018 FERC Actions is determined there may be prospective adjustments to our net regulatory liabilities.
Commencing January 1, 2018, we have amortized the net regulatory liabilities using the Reverse South Georgia methodology. Under this methodology, rate-regulated entities determine amortization based on their composite depreciation rate and immediately begin recording amortization. For the three and six months ended June 30, 2018, amortization of the net regulatory liabilities in the amount of $15 million and $24 million, respectively, was recorded and included in Revenues.



TRANSCANADA [13
SECOND QUARTER 2018

Capital Program
We are developing quality projects under our capital program. These long-life infrastructure assets are supported by long-term commercial arrangements with creditworthy counterparties or regulated business models and are expected to generate significant growth in earnings and cash flow.
Our capital program consists of approximately $28 billion of near-term investments and approximately $24 billion of commercially-supported medium to longer-term projects. Amounts presented exclude capitalized interest and AFUDC.
Beginning in second quarter 2018, we have included three years of maintenance capital expenditures for all of our businesses in the following table. Maintenance capital expenditures on our regulated Canadian and U.S. natural gas pipelines are added to rate base on which we have the opportunity to earn a return and recover these expenditures through current or future tolls, which is similar to our capacity capital projects on these pipelines. Tolling arrangements in Liquids Pipelines provide for the recovery of maintenance capital expenditures.
All projects are subject to cost adjustments due to market conditions, route refinement, permitting conditions, scheduling and timing of regulatory permits.



TRANSCANADA [14
SECOND QUARTER 2018

Near-term projects
 
 
Expected in-service date
 
Estimated project cost1

 
Carrying value
at June 30, 2018

(unaudited - billions of $)
Canadian Natural Gas Pipelines
 
 
 
 
 
 
Canadian Mainline
 
2018-2021
 
0.2

 

NGTL System
 
2018
 
0.6

 
0.4

 
 
2019
 
2.6

 
0.5

 
 
2020
 
1.7

 
0.1

 
 
2021+
 
2.5

 

Regulated maintenance capital expenditures
 
2018-2020
 
2.5

 
0.2

U.S. Natural Gas Pipelines
 
 
 
 
 
 
Columbia Gas
 
 
 
 
 
 
Mountaineer XPress
 
2018
 
US 3.0


US 1.4

WB XPress
 
2018
 
US 0.9


US 0.6

Modernization II
 
2018-2020
 
US 1.1


US 0.3

Buckeye XPress
 
2020
 
US 0.2



Columbia Gulf
 
 
 


 


Gulf XPress
 
2018
 
US 0.6

 
US 0.4

Other
 
2018-2020

US 0.3


US 0.1

Regulated maintenance capital expenditures
 
2018-2020
 
US 1.9

 
US 0.2

Mexico Natural Gas Pipelines
 
 
 
 
 
 
Sur de Texas
 
2018

US 1.3


US 1.2

Villa de Reyes
 
2019

US 0.8


US 0.6

Tula
 
2020

US 0.7


US 0.5

Liquids Pipelines
 
 
 
 
 
 
White Spruce
 
2019
 
0.2

 
0.1

Recoverable maintenance capital expenditures
 
2018-2020
 
0.1

 

Energy
 
 
 
 
 
 
Napanee2
 
2018
 
1.5

 
1.3

Bruce Power – life extension3
 
up to 2020
 
0.9

 
0.3

Other
 
 
 
 
 
 
Non-recoverable maintenance capital expenditures4
 
2018-2020
 
0.7

 
0.1

 
 
 
 
24.3

 
8.3

Foreign exchange impact on near-term projects5
 
 
 
3.3

 
1.6

Total near-term projects (Cdn$)
 
 
 
27.6

 
9.9

1
Amounts reflect our proportionate share of joint venture costs where applicable and 100% of costs related to wholly-owned assets and assets held through TC PipeLines, LP.
2
Reflects increased costs required to bring facility into service in fourth quarter 2018.
3
Reflects our proportionate share of the remaining capital costs that Bruce Power expects to incur on its life extension investment programs in advance of the Unit 6 major refurbishment outage which is expected to begin in 2020.
4
Includes non-recoverable maintenance capital expenditures from all segments and is primarily comprised of Bruce Power cash calls and other Energy amounts.
5
Reflects U.S./Canada foreign exchange rate of 1.31 at June 30, 2018.



TRANSCANADA [15
SECOND QUARTER 2018

Medium to longer-term projects
The medium to longer-term projects have greater uncertainty with respect to timing and estimated project costs. The expected in-service dates of these projects are post-2020, and costs provided in the schedule below reflect the most recent costs for each project as filed with the various regulatory authorities or otherwise determined. These projects are subject to approvals that include FID and/or complex regulatory processes, however, each project has commercial support except where noted.
 
 
Estimated project cost1

 
Carrying value
at June 30, 2018

(unaudited - billions of $)
 
 
 
 
 
Canadian Natural Gas Pipelines
 
 
 
 
Canadian west coast LNG-related projects
 
 
 
 
Coastal GasLink2
 
4.8

 
0.5

NGTL System – Merrick
 
1.9

 

Liquids Pipelines
 
 
 
 
Heartland and TC Terminals2,3
 
0.9

 
0.1

Grand Rapids Phase 2
 
0.7

 

Keystone XL4
 
US 8.0

 
US 0.3

Keystone Hardisty Terminal2,3,4
 
0.3

 
0.1

Energy
 
 
 
 
Bruce Power – life extension
 
5.3

 

 
 
21.9

 
1.0

Foreign exchange impact on medium to longer-term projects5
 
2.5

 
0.1

Total medium to longer-term projects (Cdn$)
 
24.4

 
1.1

1
Amounts reflect our proportionate share of joint venture costs where applicable and 100% of costs related to wholly-owned assets and assets held through TC PipeLines, LP.
2
Regulatory approvals have been obtained.
3
Additional commercial support is being pursued.
4
Carrying value reflects amount remaining after impairment charge recorded in 2015, along with additional amounts capitalized from January 1, 2018.
5
Reflects U.S./Canada foreign exchange rate of 1.31 at June 30, 2018.



TRANSCANADA [16
SECOND QUARTER 2018

Outlook
Consolidated comparable earnings
We expect consolidated comparable earnings on a per common share basis for the second half of 2018 to be similar to the results achieved in the first half of the year. Our overall comparable earnings outlook for 2018 has increased compared to what was included in the 2017 Annual Report primarily due to:
improved earnings from additional contract sales and lower expenses in U.S. Natural Gas Pipelines
higher contracted and uncontracted volumes on the Keystone Pipeline System as well as higher contributions from liquids marketing activities
increased revenues in Mexico Natural Gas Pipelines
increased benefit from and better visibility into the impacts of U.S. Tax Reform.
2018 FERC Actions are not anticipated to have a significant impact on our earnings or cash flows in 2018. Refer to the 2018 FERC Actions section for additional details.
Consolidated capital spending
We expect to spend approximately $10 billion in 2018 on growth projects, maintenance capital expenditures and contributions to equity investments. The increase from the amount included in the 2017 Annual Report primarily reflects incremental spending required to complete construction of our near-term capital program in 2018, as well as the capitalization of costs to further advance our medium to longer-term projects.



TRANSCANADA [17
SECOND QUARTER 2018

Canadian Natural Gas Pipelines
The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the equivalent GAAP measure).
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
NGTL System
 
311

 
236

 
582

 
466

Canadian Mainline
 
204

 
264

 
397

 
511

Other1
 
30

 
27

 
60

 
54

Comparable EBITDA
 
545

 
527

 
1,039

 
1,031

Depreciation and amortization
 
(265
)
 
(222
)
 
(506
)
 
(444
)
Comparable EBIT and segmented earnings
 
280

 
305

 
533

 
587

1
Includes results from Foothills, Ventures LP, Great Lakes Canada, our share of equity income from our investment in TQM, general and administrative and business development costs related to our Canadian Natural Gas Pipelines.
Canadian Natural Gas Pipelines segmented earnings decreased by $25 million and $54 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 and are equivalent to comparable EBIT.
Net income and comparable EBITDA for our rate-regulated Canadian natural gas pipelines are generally affected by our approved ROE, our investment base, our level of deemed common equity and incentive earnings or losses. Changes in depreciation, financial charges and income taxes also impact comparable EBITDA but do not have a significant impact on net income as they are almost entirely recovered in revenues on a flow-through basis.
NET INCOME AND AVERAGE INVESTMENT BASE
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Net Income
 
 
 
 
 
 
 
 
NGTL System
 
96

 
87

 
188

 
169

Canadian Mainline
 
44

 
48

 
81

 
100

Average investment base
 
 
 
 
 
 
 
 
NGTL System
 
 
 
 
 
9,250

 
8,043

Canadian Mainline
 
 
 
 
 
3,829

 
4,131

Net income for the NGTL System increased by $9 million and $19 million for the three and six months ended
June 30, 2018 compared to the same periods in 2017 mainly due to a higher average investment base as a result of continued system expansions, partially offset by lower incentive earnings. On June 19, 2018, the NEB approved NGTL's 2018-2019 Revenue Requirement Settlement Application (the 2018-2019 Settlement). The 2018-2019 Settlement, which is effective from January 1, 2018 to December 31, 2019, includes an ROE of 10.1 per cent on 40 per cent deemed equity, a mechanism for sharing variances above and below a fixed annual OM&A amount, flow-through treatment of all other costs and an increase in depreciation rates. See the Recent developments section for additional details.
Net income for the Canadian Mainline decreased by $4 million and $19 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 primarily because no incentive earnings have been recorded in 2018 pending an NEB decision on the 2018 - 2020 Tolls Review. As a result, the Canadian Mainline earnings to date reflect the last approved ROE of 10.1 per cent on 40 per cent deemed equity.



TRANSCANADA [18
SECOND QUARTER 2018

DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased by $43 million and $62 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 mainly due to facilities that were placed in service for the NGTL System and an increase in the approved depreciation rates in the 2018-2019 Settlement.



TRANSCANADA [19
SECOND QUARTER 2018

U.S. Natural Gas Pipelines
The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the equivalent GAAP measure).
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of US$, unless noted otherwise)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Columbia Gas
 
202

 
136

 
433

 
321

ANR
 
118

 
93

 
259

 
215

TC PipeLines, LP1,2,3
 
33

 
27

 
72

 
59

Great Lakes4
 
21

 
13

 
56

 
40

Midstream
 
29

 
20

 
59

 
43

Columbia Gulf
 
30

 
21

 
56

 
39

Other U.S. pipelines3,5
 
16

 
22

 
31

 
50

Non-controlling interests6
 
97

 
78

 
215

 
186

Comparable EBITDA 
 
546

 
410

 
1,181

 
953

Depreciation and amortization
 
(128
)
 
(112
)
 
(250
)
 
(224
)
Comparable EBIT
 
418

 
298

 
931

 
729

Foreign exchange impact
 
123

 
103

 
258

 
243

Comparable EBIT (Cdn$)
 
541

 
401

 
1,189

 
972

Specific items:
 
 
 
 
 
 
 
 
Integration and acquisition related costs – Columbia
 

 

 

 
(10
)
Segmented earnings (Cdn$)
 
541

 
401

 
1,189

 
962

1
Results reflect our earnings from TC PipeLines, LP’s ownership interests in GTN, Great Lakes, Iroquois, Northern Border, Bison, PNGTS, North Baja and Tuscarora, as well as general and administrative costs related to TC PipeLines, LP.
2
TC PipeLines, LP periodically conducts ATM equity issuances which decrease our ownership in TC PipeLines, LP. For the three months ended June 30, 2018, our ownership interest in TC PipeLines, LP was 25.5 per cent compared to 26.3 per cent for the same period in 2017. Our ownership interest for the six months ended June 30, 2018 ranged from 25.7 to 25.5 per cent compared to a range of 26.5 to 26.3 per cent for the same period in 2017.
3
TC PipeLines, LP acquired 49.34 per cent of our 50 per cent interest in Iroquois and our remaining 11.81 per cent interest in PNGTS on June 1, 2017.
4
Results reflect our 53.55 per cent direct interest in Great Lakes. The remaining 46.45 per cent is held by TC PipeLines, LP.
5
Results reflect earnings from our direct ownership interests in Crossroads, as well as Iroquois and PNGTS until June 1, 2017, and our effective ownership in Millennium and Hardy Storage, as well as general and administrative and business development costs related to our U.S. natural gas pipelines.
6
Results reflect earnings attributable to portions of TC PipeLines, LP, PNGTS (until June 1, 2017) and CPPL (until February 17, 2017) that we do not own.
U.S. Natural Gas Pipelines segmented earnings increased by $140 million and $227 million for the three and six months ended June 30, 2018 compared to the same periods in 2017.
Segmented earnings for the six months ended June 30, 2017 included a $10 million pre-tax charge for integration and acquisition related costs associated with the Columbia acquisition. This amount has been excluded from our calculation of comparable EBIT. As well, a weaker U.S. dollar in 2018 had a negative impact on the Canadian dollar equivalent segmented earnings from our U.S. operations compared to the same period in 2017.
Earnings from our U.S. Natural Gas Pipelines operations are generally affected by contracted volume levels, volumes delivered and the rates charged as well as by the cost of providing services. Columbia and ANR results are also affected by the contracting and pricing of their storage capacity and commodity sales.



TRANSCANADA [20
SECOND QUARTER 2018

Comparable EBITDA for U.S. Natural Gas Pipelines increased by US$136 million and US$228 million for the three and six months ended June 30, 2018 compared to the same periods in 2017. This was primarily the net effect of:
increased earnings from Columbia Gas and Columbia Gulf growth projects placed in service, additional contract sales on ANR and Great Lakes and improved commodity prices and throughput in Midstream
increased earnings due to the amortization of the net regulatory liabilities recognized in 2017 as a result of U.S. Tax Reform.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased by US$16 million and US$26 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 mainly due to new projects placed in service.



TRANSCANADA [21
SECOND QUARTER 2018

Mexico Natural Gas Pipelines
The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the equivalent GAAP measure).
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of US$, unless noted otherwise)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Topolobampo
 
42

 
40

 
86

 
80

Tamazunchale
 
32

 
27

 
63

 
56

Mazatlán
 
19

 
17

 
39

 
33

Guadalajara
 
16

 
17

 
35

 
34

Sur de Texas1
 
1

 
7

 
10

 
11

Other
 

 

 
4

 

Comparable EBITDA
 
110

 
108

 
237

 
214

Depreciation and amortization
 
(18
)
 
(19
)
 
(37
)
 
(36
)
Comparable EBIT
 
92

 
89

 
200

 
178

Foreign exchange impact
 
26

 
31

 
55

 
60

Comparable EBIT and segmented earnings (Cdn$)
 
118

 
120

 
255

 
238

1
Represents equity income from our 60 per cent interest.
Mexico Natural Gas Pipelines segmented earnings decreased by $2 million and increased by $17 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 and are equivalent to comparable EBIT. Earnings from our Mexico operations are underpinned by long-term, stable, primarily U.S. dollar-denominated revenue contracts, and are affected by the cost of providing service. A weaker U.S. dollar in 2018 had a negative impact on Canadian dollar equivalent segmented earnings from our Mexico operations compared to the same period in 2017.
Comparable EBITDA for Mexico Natural Gas Pipelines increased by US$2 million and US$23 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 and was primarily due to higher revenues from operations as a result of changes in timing of revenue recognition, partially offset by lower equity earnings from our investment in our Sur de Texas pipeline due to higher interest expense from an inter-affiliate loan with TransCanada. The interest expense on the inter-affiliate loan is fully offset in Interest income and other.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization remained largely consistent for the three and six months ended June 30, 2018 compared to the same periods in 2017.



TRANSCANADA [22
SECOND QUARTER 2018

Liquids Pipelines
The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the equivalent GAAP measure).
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Keystone Pipeline System
 
352

 
329

 
692

 
635

Intra-Alberta pipelines
 
37

 

 
76

 

Other1
 
24

 
3

 
76

 
9

Comparable EBITDA
 
413

 
332

 
844

 
644

Depreciation and amortization
 
(85
)
 
(80
)
 
(168
)
 
(157
)
Comparable EBIT
 
328

 
252

 
676

 
487

Specific items:
 
 
 
 
 
 
 
 
Keystone XL asset costs
 

 
(5
)
 

 
(13
)
Risk management activities
 
62

 
4

 
55

 
4

Segmented earnings
 
390

 
251

 
731

 
478

 
 
 
 
 
 
 
 
 
Comparable EBIT denominated as follows:
 
 
 
 

 
 

 
 

Canadian dollars
 
89

 
57

 
182

 
112

U.S. dollars
 
185

 
146

 
387

 
281

Foreign exchange impact
 
54

 
49

 
107

 
94

 
 
328

 
252

 
676

 
487

1
Includes primarily liquids marketing and business development activities.
Liquids Pipelines segmented earnings increased by $139 million and $253 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 and included:
pre-tax charges related to the maintenance of Keystone XL assets which were expensed in 2017 pending further advancement of the project. In 2018, Keystone XL expenditures are being capitalized
unrealized gains in 2018 from changes in the fair value of derivatives related to our liquids marketing business.

Liquids Pipelines earnings are generated primarily by providing pipeline capacity to shippers for fixed monthly payments that are not linked to actual throughput volumes. The Keystone Pipeline System also offers uncontracted capacity to the market on a spot basis which provides opportunities to generate incremental earnings.
Comparable EBITDA for Liquids Pipelines increased by $81 million and $200 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 and was the net effect of:
contributions from intra-Alberta pipelines, Grand Rapids and Northern Courier, which began operations in the second half of 2017
higher contracted and spot volumes on the Keystone Pipeline System
a higher contribution from liquids marketing activities
lower business development costs as a result of capitalizing Keystone XL expenditures
a weaker U.S. dollar which had a negative impact on the Canadian dollar equivalent earnings from our U.S. operations.



TRANSCANADA [23
SECOND QUARTER 2018

DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased by $5 million and $11 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 as a result of new facilities being placed in service, partially offset by the effect of a weaker U.S. dollar.



TRANSCANADA [24
SECOND QUARTER 2018

Energy
The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the equivalent GAAP measure).
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of Canadian $, unless noted otherwise)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Canadian Power
 
 
 
 
 
 
 
 
Western Power
 
34

 
23

 
71

 
53

Eastern Power1
 
70

 
83

 
152

 
177

Bruce Power1
 
91

 
132

 
145

 
223

U.S. Power (US$)2
 

 
32

 

 
86

Foreign exchange impact on U.S. Power
 

 
9

 

 
27

Natural Gas Storage and other
 
10

 
11

 
17

 
32

Business Development
 
(3
)
 
(3
)
 
(7
)
 
(6
)
Comparable EBITDA
 
202

 
287

 
378

 
592

Depreciation and amortization
 
(33
)

(39
)
 
(65
)
 
(79
)
Comparable EBIT
 
169


248

 
313

 
513

Specific items:
 
 
 
 
 
 
 
 
U.S. Northeast power marketing contracts
 
(15
)
 

 
(7
)
 

Net gain on sales of U.S. Northeast power generation assets
 

 
492

 

 
481

Risk management activities
 
37

 
(95
)
 
(65
)
 
(151
)
Segmented earnings
 
191

 
645

 
241

 
843

1
Includes our share of equity income from our investments in Portlands Energy and Bruce Power.
2
In second quarter 2017, we completed the sales of our U.S. Northeast power generation assets.
Energy segmented earnings decreased by $454 million and $602 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 and included the following specific items:
a loss of $7 million year-to-date related to our U.S. Northeast power marketing contracts which included a loss of $15 million in second quarter and a gain of $8 million in first quarter primarily due to income recognized on the sale of our retail contracts. These amounts have been excluded from Energy's comparable earnings effective January 1, 2018 as we do not consider the wind-down of the remaining contracts part of our underlying operations. The contract portfolio will continue to run-off through to mid-2020
a net gain of $492 million and $481 million before tax for the three and six months ended June 30, 2017, related to the monetization of our U.S. Northeast power generation assets
unrealized gains and losses from changes in the fair value of derivatives used to reduce our exposure to certain commodity price risks, as noted in the table below.
Risk management activities
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $, pre-tax)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Canadian Power
 
1

 
3

 
3

 
4

U.S. Power
 
39

 
(94
)
 
(62
)
 
(156
)
Natural Gas Storage and Other
 
(3
)
 
(4
)
 
(6
)
 
1

Total unrealized gains/(losses) from risk management activities
 
37

 
(95
)
 
(65
)
 
(151
)



TRANSCANADA [25
SECOND QUARTER 2018

The variances in these unrealized gains and losses reflect the impact of changes in forward natural gas and power prices and the volume of our positions for these derivatives over a certain period of time, however, they do not accurately reflect the gains and losses that will be realized on settlement, or the offsetting impacts of other derivative and non-derivative transactions that make up our business as a whole. As a result, we do not consider them reflective of our underlying operations.
Comparable EBITDA for Energy decreased by $85 million and $214 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 primarily due to the net effect of:
lower earnings from U.S. Power mainly due to the sale of the U.S. Northeast power generation assets in second quarter 2017
decreased Bruce Power earnings primarily due to lower volumes resulting from increased outage days and lower results from contracting activities. Additional financial and operating information on Bruce Power is provided below
lower Eastern Power results mainly due to the sale of our Ontario solar assets in December 2017
decreased Natural Gas Storage year-to-date results primarily due to lower realized natural gas storage price spreads
increased Western Power results due to higher realized margins on higher generation volumes.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization decreased by $6 million and $14 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 following the sale of our Ontario solar assets in December 2017.
BRUCE POWER
The following reflects our proportionate share of the components of comparable EBITDA and comparable EBIT.
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $, unless noted otherwise)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Equity income included in comparable EBITDA and EBIT comprised of:
 
 
 
 
 
 
 
 
Revenues
 
385

 
428

 
756

 
829

Operating expenses
 
(209
)
 
(209
)
 
(436
)
 
(433
)
Depreciation and other
 
(85
)
 
(87
)
 
(175
)
 
(173
)
Comparable EBITDA and EBIT1
 
91

 
132

 
145

 
223

Bruce Power  other information
 
 

 
 
 
 

 
 
Plant availability2
 
89
%
 
92
%
 
87
%
 
91
%
Planned outage days
 
76

 
41

 
150

 
97

Unplanned outage days
 
3

 
3

 
34

 
20

Sales volumes (GWh)1
 
6,027

 
6,309

 
11,723

 
12,292

Realized sales price per MWh3
 

$67

 

$68

 

$67

 

$67

1
Represents our 48.3 per cent (2017 - 48.4 per cent) ownership interest in Bruce Power. Sales volumes include deemed generation.
2
The percentage of time the plant was available to generate power, regardless of whether it was running.
3
Calculation based on actual and deemed generation. Realized sales prices per MWh includes realized gains and losses from contracting activities and cost flow-through items. Excludes unrealized gains and losses on contracting activities and non-electricity revenues.
Planned outage work on Unit 1 and Unit 4 was completed in the first half of 2018. Planned maintenance is expected to occur on Units 3 and 8 in the second half of 2018. The overall average plant availability percentage in 2018 is expected to be in the high 80 per cent range.



TRANSCANADA [26
SECOND QUARTER 2018

Corporate
The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented losses (the equivalent GAAP measure).
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Comparable EBITDA and EBIT
 
(15
)
 
(12
)
 
(17
)
 
(16
)
Specific items:
 
 
 
 
 
 
 
 
Foreign exchange gain/(loss) – inter-affiliate loan1
 
87

 
(8
)
 
8

 
(8
)
Integration and acquisition related costs – Columbia
 

 
(20
)
 

 
(49
)
Segmented earnings/(losses)
 
72

 
(40
)
 
(9
)
 
(73
)
1
Reported in Income from equity investments in our Corporate segment.
Corporate segmented earnings increased by $112 million for the three months ended June 30, 2018 compared to the same period in 2017. For the six months ended June 30, 2018, Corporate segmented loss decreased by $64 million compared to the same period in 2017. These results included the following specific items that have been excluded from comparable EBIT:
foreign exchange gains and losses on a peso-denominated inter-affiliate loan to the Sur de Texas project for our proportionate share of the affiliate's project financing. There are corresponding foreign exchange losses and gains included in Interest income and other on the inter-affiliate loan receivable which fully offset these amounts
in 2017, pre-tax integration and acquisition costs associated with the acquisition of Columbia.
OTHER INCOME STATEMENT ITEMS
Interest expense
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Interest on long-term debt and junior subordinated notes
 
 
 
 
 
 
 
 
Canadian dollar-denominated
 
(131
)
 
(118
)
 
(265
)
 
(226
)
U.S. dollar-denominated
 
(332
)
 
(323
)
 
(646
)
 
(640
)
Foreign exchange impact
 
(97
)
 
(111
)
 
(180
)
 
(214
)
 
 
(560
)
 
(552
)
 
(1,091
)
 
(1,080
)
Other interest and amortization expense
 
(28
)
 
(28
)
 
(50
)
 
(45
)
Capitalized interest
 
30

 
56

 
56

 
101

Interest expense
 
(558
)
 
(524
)
 
(1,085
)
 
(1,024
)
Interest expense increased by $34 million and $61 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 and primarily reflects the net effect of:
long-term debt and junior subordinated notes issuances, net of maturities
lower capitalized interest primarily due to the completion of construction of Grand Rapids and Northern Courier in 2017
final repayment of the Columbia acquisition bridge facilities in June 2017 resulting in lower interest expense and debt amortization expense
the positive impact of a weaker U.S. dollar in translating U.S. dollar denominated interest.



TRANSCANADA [27
SECOND QUARTER 2018

Allowance for funds used during construction
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Canadian dollar-denominated
 
21

 
55

 
41

 
105

U.S. dollar-denominated
 
72

 
49

 
139

 
87

Foreign exchange impact
 
20

 
17

 
38

 
30

Allowance for funds used during construction
 
113

 
121

 
218

 
222

AFUDC decreased by $8 million and $4 million for the three and six months ended June 30, 2018 compared to the same periods in 2017.
The decrease in Canadian dollar-denominated AFUDC is primarily due to the October 2017 decision not to proceed with the Energy East pipeline project and completion of the NGTL 2017 Expansion Program.
The increase in U.S. dollar-denominated AFUDC is primarily due to additional investment in and higher AFUDC rates on Columbia Gas growth projects and continued investment in Mexico projects.
Interest income and other
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Interest income and other included in comparable earnings
 
55

 
40

 
118

 
45

Specific items:
 
 
 
 
 
 
 
 
Foreign exchange (loss)/gain – inter-affiliate loan
 
(87
)
 
8

 
(8
)
 
8

Risk management activities
 
(60
)
 
41

 
(139
)
 
56

Interest income and other
 
(92
)
 
89

 
(29
)
 
109

Interest income and other decreased by $181 million and $138 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 and was primarily the net effect of:
interest income partially offset by the foreign exchange loss related to an inter-affiliate loan receivable from the Sur de Texas joint venture. The corresponding interest expense and foreign exchange gain are reflected in Income from equity investments in the Mexico Natural Gas Pipelines and Corporate segments, respectively. The offsetting currency-related amounts are excluded from comparable earnings
unrealized losses on risk management activities in 2018 compared to unrealized gains in 2017. These amounts have been excluded from comparable earnings
foreign exchange impact on the translation of foreign currency denominated working capital balances
realized gains in 2018 compared to realized losses in 2017 on derivatives used to manage our net exposure to foreign exchange rate fluctuations on U.S. dollar-denominated income
income of $18 million related to reimbursement of Coastal GasLink project costs recorded in 2017.



TRANSCANADA [28
SECOND QUARTER 2018

Income tax expense
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Income tax expense included in comparable earnings
 
(146
)
 
(198
)
 
(317
)
 
(442
)
Specific items:
 
 
 
 
 
 
 
 
U.S. Northeast power marketing contracts
 
4

 

 
2

 

Integration and acquisition related costs – Columbia
 

 
5

 

 
20

Keystone XL asset costs
 

 
1

 

 
2

Net gain on sales of U.S. Northeast power generation assets
 

 
(227
)
 

 
(226
)
Keystone XL income tax recoveries
 

 

 

 
7

Risk management activities
 
(11
)
 
26

 
41

 
46

Income tax expense
 
(153
)
 
(393
)
 
(274
)
 
(593
)
Income tax expense included in comparable earnings decreased by $52 million and $125 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 mainly due to lower income tax rates as a result of U.S. Tax Reform and lower flow-through income taxes in Canadian rate-regulated pipelines, partially offset by higher comparable earnings before income taxes.
Net income attributable to non-controlling interests
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Net income attributable to non-controlling interests
 
(76
)
 
(55
)
 
(170
)
 
(145
)
Net income attributable to non-controlling interests increased by $21 million and $25 million for the three and six months ended June 30, 2018 compared to the same periods in 2017 primarily due to higher earnings in TC PipeLines, LP. Higher net income attributable to non-controlling interests for the six months ended June 30, 2018 was partially offset by our acquisition of the remaining outstanding publicly held common units of CPPL in February 2017.
Preferred share dividends
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Preferred share dividends
 
(41
)
 
(39
)
 
(81
)
 
(80
)
Preferred share dividends remained largely consistent for the three and six months ended June 30, 2018 compared to the same periods in 2017.



TRANSCANADA [29
SECOND QUARTER 2018

Recent developments
CANADIAN NATURAL GAS PIPELINES
NGTL System
On April 2, 2018, we announced that the Northwest Mainline Loop-Boundary Lake project was placed in service. The $160 million project added approximately 230 km (143 miles) of new pipeline along with compression facilities and increased the NGTL System capacity by approximately 535 TJ/d (500 MMcf/d).
On March 20, 2018, we announced the successful completion of an open season for additional expansion capacity at the Empress / McNeill Export Delivery Point for service expected to commence in November 2021. The offering of 300 TJ/d (280 MMcf/d) was oversubscribed, with an average awarded contract term of approximately 22 years. The facilities and capital requirements for the expansion are still being finalized and are currently anticipated to increase NGTL’s capital program by approximately $0.1 billion, to $7.4 billion, excluding maintenance capital expenditures.
North Montney Project Approval
On May 23, 2018, the NEB issued a report recommending the Federal government approve the application for a variance to the existing North Montney project approvals to remove the condition requiring a positive FID for the Pacific Northwest LNG project prior to commencement of construction. The Federal government approved the recommendation on June 22, 2018 and on July 2, 2018 the NEB issued an amending order for the project.
The North Montney project consists of approximately 206 km (128 miles) of new pipeline, three compressor units and 14 meter stations. The current estimated project cost increased by $0.2 billion to $1.6 billion mainly due to construction schedule delays and an increase in market-dependent construction costs.
The NEB directed NGTL to seek approval for a revised tolling methodology for the project following a provisional period defined as one year after the receipt of the Federal government decision, or otherwise impose stand-alone tolling as a default. NGTL is working with its shippers to address this requirement and is confident an appropriate tolling mechanism can be achieved.
The first phase of the project is anticipated to be in service by fourth quarter 2019 and the second phase is anticipated to be in service by second quarter 2020.
NGTL 2018-2019 Revenue Requirement Settlement Approval
On June 19, 2018, the NEB approved the 2018-2019 Settlement, as filed, for final 2018 tolls and revised interim 2018 tolls. The 2018-2019 Settlement fixes ROE at 10.1 per cent on 40 per cent deemed equity and increases the composite depreciation rate from 3.18 per cent to 3.45 per cent. OM&A costs are fixed at $225 million for 2018 and $230 million for 2019 with a 50/50 sharing mechanism for any variances between the fixed amounts and actual OM&A costs. All other costs, including pipeline integrity expenses and emissions costs, are treated as flow-through expenses.
2021 NGTL System Expansion Project Application
On June 20, 2018, we filed an application with the NEB for approval to construct and operate the 2021 Expansion Project. The project, with an estimated capital cost of $2.3 billion, consists of approximately 344 km (214 miles) of new pipeline, three compressors and a control valve. The expansion is required to accept increasing supply from the west side of the system and deliver gas to increasing market demand on the east side of the system. The anticipated in-service date for the expansion is the first half of 2021.
Sundre Crossover Project
On April 9, 2018, we announced that the Sundre Crossover project was placed in service. The $100 million pipeline project increases NGTL System capacity at our Alberta / B.C. export delivery point by approximately 245 TJ/d (228 MMcf/d), enhancing connectivity to key downstream markets in the Pacific Northwest and California.



TRANSCANADA [30
SECOND QUARTER 2018

Canadian Mainline
Canadian Mainline 2018 - 2020 Toll Review
On March 16, 2018, the NEB provided its Notice of Public Hearing for our Supplemental Agreement with the Eastern LDCs filed on December 18, 2017. Our reply evidence is due September 18, 2018. The NEB will provide further details regarding an oral or written hearing process to consider the written submissions of the interested parties.
Maple Compressor Expansion Project
We continue to await an NEB decision on our application seeking project approval and are reviewing project plans to continue to meet our in-service timelines.
U.S. NATURAL GAS PIPELINES
Nixon Ridge
On June 7, 2018, a natural gas pipeline rupture on Columbia Gas occurred on Nixon Ridge in Marshall County, West Virginia. Emergency response procedures were enacted and the segment of impacted pipeline was isolated shortly after. There were no injuries involved with this incident and no material damage to surrounding structures. The pipeline was placed back in service on July 15, 2018. The preliminary investigation, as noted in the PHMSA Proposed Safety Order, suggests that the rupture was a result of land subsidence. The investigation remains ongoing and we are fully cooperating with PHMSA to determine the root cause of the incident. We do not expect this event to have a significant impact on our financial results.
TC PipeLines, LP
As a result of the 2018 FERC Actions initially proposed in March 2018, and in order to retain cash in anticipation of a possible reduction of revenues, TC PipeLines, LP reduced its quarterly distribution to common unitholders by 35 per cent to US$0.65 per unit beginning with its first quarter 2018 distribution. A number of uncertainties exist with respect to the changes resulting from the 2018 FERC Actions, which could materially adversely impact the earnings, cash flows and financial position of TC PipeLines, LP. Cash retained by TC PipeLines, LP is being used to fund its ongoing capital expenditures as well as the repayment of debt to prudently manage its financial metrics in anticipation of a reduction in revenues should its pipeline systems’ rates be reset in response to the 2018 FERC Actions. As our ownership interest in TC PipeLines, LP is approximately 25 per cent, the impact of the 2018 FERC Actions related to TC PipeLines, LP is not expected to be significant to our consolidated earnings or cash flows.
Cameron Access
The Cameron Access project, a Columbia Gulf project designed to transport approximately 0.9 PJ/d (0.8 Bcf/d) of gas supply to the Cameron LNG export terminal in Louisiana, was placed in service on March 13, 2018.
Mountaineer XPress and WB XPress
In first quarter 2018, estimated project costs were revised upwards to US$3.0 billion for Mountaineer XPress and US$0.9 billion for WB XPress, representing increases of US$0.4 billion and US$0.1 billion, respectively. These increases primarily reflect the impact of delays of various regulatory approvals from FERC and other agencies, increased contractor construction costs due to unusually high demand for construction resources in the region, and modifications to contractor work plans and resources to maintain our projected in-service dates.
Great Lakes and Northern Border Rate Settlements
In February 2018, FERC approved the 2017 Great Lakes Rate Settlement and the 2017 Northern Border Rate Settlement, both of which were uncontested.



TRANSCANADA [31
SECOND QUARTER 2018

MEXICO NATURAL GAS PIPELINES
Topolobampo
On June 29, 2018, the Topolobampo pipeline was placed in service. The 560 km (348 miles) pipeline provides capacity of 720 TJ/d (670 MMcf/d), receiving natural gas from upstream pipelines near El Encino, in the state of Chihuahua, and delivering it to points along the pipeline route including our Mazatlán pipeline at El Oro, in the state of Sinaloa. Under the force majeure terms of the TSA, we began collecting and recognizing revenue from the original TSA service commencement date of July 2016.
Sur de Texas
Offshore construction was completed in May 2018 and the project continues to progress toward an anticipated in-service date of late 2018.
Tula and Villa de Reyes
We continue to work toward finalizing amending agreements for both of these pipelines with the CFE to formalize the schedule and payments resulting from their respective force majeure events. The CFE has commenced payments on both pipelines in accordance with the TSAs.
LIQUIDS PIPELINES
Keystone XL
In December 2017, an appeal to Nebraska's Court of Appeals was filed by intervenors after the Nebraska Public Service Commission (PSC) issued an approval of an alternative route for the Keystone XL project in November 2017. In March 2018, the Nebraska Supreme Court, on its own motion, agreed to bypass the Court of Appeals and hear the appeal case against the PSC’s alternative route itself. We expect the Nebraska Supreme Court, as the final arbiter, could reach a decision by late 2018 or first quarter 2019.
On May 15, 2018, the U.S. Department of State filed a notice of its intent to prepare an environmental assessment for the Keystone XL mainline alternative route in Nebraska. Public comments were due in June 2018. On July 30, 2018, the U.S. Department of State issued a draft environmental assessment. Comments on the draft are to be filed by August 29, 2018. We expect the U.S. Department of State will have completed the supplemental environmental review by third or fourth quarter 2018.
The Keystone XL Presidential Permit, issued in March 2017, has been challenged in two separate lawsuits commenced in Montana. Together with the U.S. Department of Justice, we are actively participating in these lawsuits to defend both the issuance of the permit and the exhaustive environmental assessments that support the U.S. President’s actions. Legal arguments addressing the merits of these lawsuits were heard in May 2018 and we believe the court’s decisions may be issued by year-end 2018.
The South Dakota Public Utilities Commission permit for the Keystone XL project was issued in June 2010 and recertified in January 2016. An appeal of that recertification was denied in June 2017 and that decision was further appealed to the South Dakota Supreme Court. On June 13, 2018, the Supreme Court dismissed the appeal against the recertification of the Keystone XL project finding that the lower court lacked jurisdiction to hear the case. This decision is final as there can be no further appeals from this decision by the Supreme Court.
White Spruce
In February 2018, the AER issued a permit for the construction of the White Spruce pipeline. Construction has commenced with an anticipated in-service date in second quarter 2019.



TRANSCANADA [32
SECOND QUARTER 2018

ENERGY
Cartier Wind
On August 1, 2018, we entered into an agreement to sell our interests in the Cartier Wind power facilities in Québec to Innergex Renewable Energy Inc. for gross proceeds of $630 million before closing adjustments. The sale is expected to be completed in fourth quarter 2018 subject to certain regulatory and other approvals and result in an estimated gain of $175 million ($130 million after tax) which will be recorded upon closing of the transaction.
Monetization of U.S. Northeast power marketing business
On March 1, 2018, as part of the continued wind-down of our U.S. Northeast power marketing contracts, we closed the sale of our U.S. power retail contracts for proceeds of approximately US$23 million and recognized income of
US$10 million (US$7 million after tax).





TRANSCANADA [33
SECOND QUARTER 2018

Financial condition
We strive to maintain strong financial capacity and flexibility in all parts of the economic cycle. We rely on our operating cash flow to sustain our business, pay dividends and fund a portion of our growth. In addition, we access capital markets to meet our financing needs, manage our capital structure and to preserve our credit ratings.
We believe we have the financial capacity to fund our existing capital program through our predictable and growing cash flow from operations, access to capital markets, including through our Corporate ATM program and our DRP, portfolio management, cash on hand and substantial committed credit facilities. In light of the 2018 FERC Actions initially proposed in March 2018, further drop downs of assets into TC PipeLines, LP were considered to no longer be a viable funding lever. In addition, the TC PipeLines, LP ATM program ceased to be utilized. Pursuant to the 2018 FERC Actions issued on July 18, 2018, it is yet to be determined if and when in the future these might be restored as competitive financing options. See the 2018 FERC Actions section for further information.
At June 30, 2018, our current assets totaled $5.4 billion and current liabilities amounted to $10.4 billion, leaving us with a working capital deficit of $5.0 billion compared to a working capital deficit of $5.2 billion at December 31, 2017. Our working capital deficit is considered to be in the normal course of business and is managed through:
our ability to generate cash flow from operations
our access to capital markets
approximately $9.3 billion of unutilized, unsecured credit facilities.
CASH PROVIDED BY OPERATING ACTIVITIES
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $, except per share amounts)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Net cash provided by operations
 
1,805

 
1,353

 
3,217

 
2,655

(Decrease)/increase in operating working capital
 
(361
)
 
(17
)
 
(154
)
 
138

Funds generated from operations1
 
1,444

 
1,336

 
3,063

 
2,793

Specific items:
 
 
 
 
 
 
 
 
U.S. Northeast power marketing contracts
 
15

 

 
7

 

Integration and acquisition related costs – Columbia
 

 
20

 

 
52

Keystone XL asset costs
 

 
5

 

 
13

Net loss on sales of U.S. Northeast power generation assets
 

 
6

 

 
17

Comparable funds generated from operations1
 
1,459

 
1,367

 
3,070

 
2,875

Dividends on preferred shares
 
(39
)
 
(38
)
 
(78
)
 
(77
)
Distributions paid to non-controlling interests
 
(48
)
 
(69
)
 
(117
)
 
(149
)
Non-recoverable maintenance capital expenditures2
 
(66
)
 
(79
)
 
(130
)
 
(128
)
Comparable distributable cash flow1
 
1,306

 
1,181

 
2,745

 
2,521

Comparable distributable cash flow per common share1
 
$1.46
 
$1.36
 

$3.08

 
$2.90
1
See the Non-GAAP measures section of this MD&A for further discussion of funds generated from operations, comparable funds generated from operations, comparable distributable cash flow and comparable distributable cash flow per common share.
2
Includes non-recoverable maintenance capital expenditures from all segments including cash contributions to fund maintenance capital expenditures for our equity investments. Expenditures are primarily related to contributions to Bruce Power to fund our proportionate share of their maintenance capital expenditures.



TRANSCANADA [34
SECOND QUARTER 2018

COMPARABLE FUNDS GENERATED FROM OPERATIONS
Comparable funds generated from operations, a non-GAAP measure, helps us assess the cash generating ability of our operations by excluding the timing effects of working capital changes.
Despite the sales of our U.S. Northeast power generation assets in second quarter 2017 and the continued wind-down of our U.S. Northeast power marketing contracts, comparable funds generated from operations increased by $92 million and $195 million for the three and six months ended June 30, 2018 compared to the same periods in 2017. These increases are primarily due to higher comparable earnings.
COMPARABLE DISTRIBUTABLE CASH FLOW
Comparable distributable cash flow, a non-GAAP measure, helps us assess the cash available to common shareholders before capital allocation.
The increase in comparable distributable cash flow for the three and six months ended June 30, 2018 compared to the same periods in 2017 reflects higher comparable funds generated from operations, as described above. Comparable distributable cash flow per common share for the three and six months ended June 30, 2018 also reflects the effect of common shares issued under the Corporate ATM program and DRP in 2017 and 2018.
Beginning in second quarter 2018, our determination of comparable distributable cash flow has been revised to exclude the deduction of maintenance capital expenditures for assets for which we have the ability to recover these costs in pipeline tolls. Comparative periods presented in the table below have been adjusted accordingly. We believe that including only non-recoverable maintenance capital expenditures in the calculation of distributable cash flow presents the best depiction of the cash available for reinvestment or distribution to shareholders. For our rate-regulated Canadian and U.S. natural gas pipelines, we have the opportunity to recover and earn a return on maintenance capital expenditures through current and future tolls. Tolling arrangements in our liquids pipelines provide for the recovery of maintenance capital expenditures. Therefore, we have not deducted the recoverable maintenance capital expenditures for these businesses in the calculation of comparable distributable cash flow.
CASH (USED IN)/PROVIDED BY INVESTING ACTIVITIES 
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Capital spending
 
 
 
 
 
 
 
 
Capital expenditures
 
(2,337
)

(1,792
)

(4,039
)

(3,352
)
Capital projects in development
 
(76
)

(56
)

(112
)

(98
)
Contributions to equity investments
 
(184
)

(473
)

(542
)

(665
)
 
 
(2,597
)

(2,321
)

(4,693
)

(4,115
)
Proceeds from sales of assets, net of transaction costs
 

 
4,147

 

 
4,147

Other distributions from equity investments
 


1


121


364

Deferred amounts and other
 
(16
)

(169
)

94


(254
)
Net cash (used in)/provided by investing activities
 
(2,613
)

1,658


(4,478
)

142

Capital expenditures in 2018 were incurred primarily for the expansion of the Columbia Gas, Columbia Gulf and NGTL System natural gas pipelines, the construction of Mexico natural gas pipelines and the Napanee power generating facility.
Costs incurred on capital projects in development in 2018 were predominantly related to spending on Keystone XL.
Contributions to equity investments decreased in 2018 compared to 2017 primarily due to lower contributions to our proportionate share of Sur de Texas debt financing and Grand Rapids, which went into service in August 2017. This was partially offset by increased contributions to our Bruce Power and Millennium investments.



TRANSCANADA [35
SECOND QUARTER 2018

Other distributions from equity investments primarily reflect our proportionate share of Bruce Power financings undertaken to fund its capital program and to make distributions to its partners. In first quarter 2018, Bruce Power issued senior notes in capital markets which resulted in distributions totaling $121 million to us.
In second quarter 2017, we closed the sale of our U.S. Northeast power generation assets for net proceeds of $4,147 million.
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES 
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Notes payable (repaid)/issued, net
 
(1,327
)
 
111

 
485

 
781

Long-term debt issued, net of issue costs1
 
3,240

 
817

 
3,333

 
817

Long-term debt repaid1
 
(808
)
 
(4,418
)
 
(2,034
)
 
(5,469
)
Junior subordinated notes issued, net of issue costs
 

 
1,489

 

 
3,471

Dividends and distributions paid
 
(467
)
 
(435
)
 
(933
)
 
(854
)
Common shares issued, net of issue costs
 
445

 
18

 
785

 
36

Partnership units of TC PipeLines, LP issued, net of issue costs
 

 
27

 
49

 
119

Common units of Columbia Pipeline Partners LP acquired
 

 

 

 
(1,205
)
Net cash provided by/(used in) financing activities
 
1,083

 
(2,391
)
 
1,685

 
(2,304
)
1
Includes draws and repayments on unsecured loan facility by TC PipeLines, LP.
LONG-TERM DEBT ISSUED
In second quarter 2018, TCPL issued US$1 billion of Senior Unsecured Notes due in May 2028 bearing interest at a fixed rate of 4.25 per cent, US$500 million of Senior Unsecured Notes due in May 2038 bearing interest at a fixed rate of 4.75 per cent as well as an additional US$1 billion of Senior Unsecured Notes due in May 2048 bearing interest at a fixed rate of 4.875 per cent.
In July 2018, TCPL issued $800 million of Medium Term Notes due in July 2048 bearing interest at a fixed rate of 4.182 per cent and $200 million of Medium Term Notes due in March 2028 bearing interest at a fixed rate of 3.39 per cent.
The net proceeds of the above debt issuances were used for general corporate purposes and to fund our capital program.
LONG-TERM DEBT REPAID
In second quarter 2018, long-term debt repaid included the retirement of US$500 million by Columbia Pipeline Group, Inc. of Senior Unsecured Notes bearing interest at a fixed rate of 2.45 per cent.
In first quarter 2018, long-term debt repaid included retirements by TCPL of US$500 million of Senior Unsecured Notes bearing interest at a fixed rate of 1.875 per cent, US$250 million of Senior Unsecured Notes bearing interest at a floating rate and $150 million of Debentures bearing interest at a fixed rate of 9.45 per cent.
DIVIDEND REINVESTMENT PLAN
With respect to dividends declared on April 27, 2018, the DRP participation rate amongst common shareholders was approximately 33 per cent, resulting in $208 million reinvested in common equity under the program. Year-to-date in 2018, the participation rate amongst common shareholders has been approximately 36 per cent, resulting in $442 million of dividends reinvested.



TRANSCANADA [36
SECOND QUARTER 2018

TRANSCANADA CORPORATION ATM EQUITY ISSUANCE PROGRAM
In the three months ended June 30, 2018, 8.1 million common shares were issued under our Corporate ATM program at an average price of $54.63 per common share for gross proceeds of $443 million. Related commissions and fees totaled approximately $4 million, resulting in net proceeds of $439 million. In the six months ended June 30, 2018, 13.9 million common shares have been issued under our Corporate ATM program at an average price of $55.42 per common share for gross proceeds of $772 million. Related commissions and fees totaled approximately $7 million, resulting in net proceeds of $765 million.
In June 2018, we announced that the Company replenished the capacity available under our existing Corporate ATM program. This will allow us to issue additional common shares from treasury having an aggregate gross sales price of up to $1.0 billion, for a revised total of $2.0 billion or its U.S. dollar equivalent, (Amended Corporate ATM program), to the public from time to time at the prevailing market price when sold through the TSX, the NYSE or on any other existing trading market for the common shares in Canada or the United States. The Amended Corporate ATM program, which is effective to July 23, 2019, will be activated at our discretion if and as required based on the spend profile of our capital program and relative cost of other funding options.
TC PIPELINES, LP ATM EQUITY ISSUANCE PROGRAM
In the six months ended June 30, 2018, 0.7 million common units were issued under the TC PipeLines, LP ATM program generating net proceeds of approximately US$39 million. At June 30, 2018, our ownership interest in TC PipeLines, LP was 25.5 per cent giving effect to issuances under the ATM program resulting in dilution of our ownership interest.
In light of the 2018 FERC Actions initially proposed in March 2018, the TC PipeLines, LP ATM program ceased to be utilized. As a result of uncertainties that remain after the 2018 FERC Actions were finalized in July 2018, it is yet to be determined if and when in the future the program will be reactivated.
DIVIDENDS
On August 1, 2018, we declared quarterly dividends as follows:
Quarterly dividend on our common shares
 
 
$0.69 per share
Payable on October 31, 2018 to shareholders of record at the close of business on September 28, 2018.
 
Quarterly dividends on our preferred shares
 
 
Series 1
$0.204125
Series 2
$0.20069863
Series 3
$0.1345
Series 4
$0.16080822
Payable on September 28, 2018 to shareholders of record at the close of business on August 31, 2018.
Series 5
$0.1414375
Series 6
$0.17561918
Series 7
$0.25
Series 9
$0.265625
Payable on October 30, 2018 to shareholders of record at the close of business on October 1, 2018.
Series 11
$0.2375
Series 13
$0.34375
Series 15
$0.30625
Payable on August 31, 2018 to shareholders of record at the close of business on August 15, 2018.



TRANSCANADA [37
SECOND QUARTER 2018

SHARE INFORMATION
as at July 31, 2018
 
 
 
 
 
Common shares
Issued and outstanding
 
 
907 million
 
Preferred shares
Issued and outstanding
Convertible to
Series 1
9.5 million
Series 2 preferred shares
Series 2
12.5 million
Series 1 preferred shares
Series 3
8.5 million
Series 4 preferred shares
Series 4
5.5 million
Series 3 preferred shares
Series 5
12.7 million
Series 6 preferred shares
Series 6
1.3 million
Series 5 preferred shares
Series 7
24 million
Series 8 preferred shares
Series 9
18 million
Series 10 preferred shares
Series 11
10 million
Series 12 preferred shares
Series 13
20 million
Series 14 preferred shares
Series 15
40 million
Series 16 preferred shares
 
 
 
Options to buy common shares
Outstanding
Exercisable
 
13 million
8 million
CREDIT FACILITIES
We have several committed credit facilities that support our commercial paper programs and provide short-term liquidity for general corporate purposes. In addition, we have demand credit facilities that are also used for general corporate purposes, including issuing letters of credit and providing additional liquidity.
At July 31, 2018, we had a total of $11.3 billion of committed revolving and demand credit facilities, including:
Amount
Unused
capacity
Borrower
Description
 
Matures
 
 
 
 
 
 
Committed, syndicated, revolving, extendible, senior unsecured credit facilities
$3.0 billion
$3.0 billion
TCPL
Supports TCPL's Canadian dollar commercial paper program and for general corporate purposes
 
December 2022
US$2.0 billion
US$2.0 billion
TCPL
Supports TCPL's U.S. dollar commercial paper program and for general corporate purposes
 
December 2018
US$1.0 billion
US$0.7 billion
TCPL USA
Used for TCPL USA general corporate purposes, guaranteed by TCPL
 
December 2018
US$1.0 billion
US$0.4 billion
Columbia
Used for Columbia general corporate purposes, guaranteed by TCPL
 
December 2018
US$0.5 billion
US$0.5 billion
TAIL
Supports TAIL's U.S. dollar commercial paper program and for general corporate purposes, guaranteed by TCPL
 
December 2018
Demand senior unsecured revolving credit facilities
$2.1 billion
$0.9 billion
TCPL/TCPL USA
Supports the issuance of letters of credit and provides additional liquidity, TCPL USA facility guaranteed by TCPL
 
Demand
MXN$5.0 billion
MXN$4.5 billion
Mexican subsidiary
Used for Mexico general corporate purposes, guaranteed by TCPL
 
Demand
At July 31, 2018, our operated affiliates had an additional $0.7 billion of undrawn capacity on committed credit facilities.
See Financial risks and financial instruments for more information about liquidity, market and other risks.



TRANSCANADA [38
SECOND QUARTER 2018

CONTRACTUAL OBLIGATIONS
Our capital expenditure commitments have risen by approximately $0.8 billion since December 31, 2017 as a result of the net effect of increased commitments for Columbia Gas growth projects, NGTL and Keystone XL, partially offset by decreased commitments for the Sur de Texas natural gas pipeline and the Napanee power generating facility.
There were no other material changes to our contractual obligations in second quarter 2018 or to payments due in the next five years or after. See the MD&A in our 2017 Annual Report for more information about our contractual obligations.



TRANSCANADA [39
SECOND QUARTER 2018

Financial risks and financial instruments
We are exposed to liquidity risk, counterparty credit risk and market risk, and have strategies, policies and limits in place to mitigate their impact on our earnings, cash flow and, ultimately, shareholder value. These are designed to ensure our risks and related exposures are in line with our business objectives and risk tolerance.
See our 2017 Annual Report for more information about the risks we face in our business. Our risks have not changed substantially since December 31, 2017, other than as described below.
On March 1, 2018, as part of the continued wind-down of our U.S. Northeast power marketing contracts, we closed the sale of our U.S. Northeast power retail contracts for proceeds of approximately US$23 million and recognized income of US$10 million (US$7 million after tax). We expect to realize the value of the remaining marketing contracts and working capital over time. As a result, our exposure to commodity risk has been reduced.
LIQUIDITY RISK
We manage our liquidity risk by continuously forecasting our cash flow for a 12-month period to ensure we have adequate cash balances, cash flow from operations, committed and demand credit facilities and access to capital markets to meet our operating, financing and capital expenditure obligations under both normal and stressed economic conditions.
COUNTERPARTY CREDIT RISK
We have exposure to counterparty credit risk in the following areas:
cash and cash equivalents
accounts receivable
available for sale assets
the fair value of derivative assets
loans receivable.
We review our accounts receivable regularly and record allowances for doubtful accounts using the specific identification method. At June 30, 2018, we had no significant credit losses, no significant credit risk concentration and no significant amounts past due or impaired.
We have significant credit and performance exposure to financial institutions because they hold cash deposits and provide committed credit lines and letters of credit that help manage our exposure to counterparties and provide liquidity in commodity, foreign exchange and interest rate derivative markets.
LOAN RECEIVABLE FROM AFFILIATE
We hold a 60 per cent equity interest in a joint venture with IEnova to build, own and operate the Sur de Texas pipeline. We account for the joint venture as an equity investment.
In 2017, we entered into a MXN$21.3 billion unsecured revolving credit facility with the joint venture, which bears interest at a floating rate and matures in March 2022. Draws on the credit facility result in a loan receivable from the joint venture representing our proportionate share of the debt financing requirements advanced to the joint venture. At June 30, 2018, the balance of our loan receivable from the joint venture totaled MXN$17.5 billion or $1.2 billion (December 31, 2017 - MXN$14.4 billion or $919 million) and Interest income and other included $29 million and $56 million of interest income on this loan receivable for the three and six months ended June 30, 2018 (2017 - $3 million and $3 million). Amounts recognized in Interest income and other are offset by a corresponding proportionate share of interest expense recorded in Income from equity investments in our Mexico Natural Gas Pipelines segment.



TRANSCANADA [40
SECOND QUARTER 2018

INTEREST RATE RISK
We utilize short-term and long-term debt to finance our operations which subjects us to interest rate risk. We typically pay fixed rates of interest on our long-term debt and floating rates on our commercial paper programs and amounts drawn on our credit facilities. A small portion of our long-term debt is at floating interest rates. In addition, we are exposed to interest rate risk on financial instruments and contractual obligations containing variable interest rate components. We mitigate our interest rate risk using a combination of interest rate swaps and option derivatives.
FOREIGN EXCHANGE
We generate revenues and incur expenses that are denominated in currencies other than Canadian dollars. As a result, our earnings and cash flows are exposed to currency fluctuations.
A portion of our businesses generate earnings in U.S. dollars, but since we report our financial results in Canadian dollars, changes in the value of the U.S. dollar against the Canadian dollar can affect our net income. As our U.S. dollar-denominated operations continue to grow, this exposure increases. The vast majority of this risk is offset by interest expense on U.S. dollar-denominated debt and by using foreign exchange derivatives.
Average exchange rate - U.S. to Canadian dollars
The average exchange rate for one U.S. dollar converted into Canadian dollars was as follows:
three months ended June 30, 2018
1.29

three months ended June 30, 2017
1.34

six months ended June 30, 2018
1.28

six months ended June 30, 2017
1.33

The impact of changes in the value of the U.S. dollar on our U.S. operations is partially offset by interest on U.S. dollar-denominated long-term debt, as set out in the table below. Comparable EBIT is a non-GAAP measure. See our Reconciliation of non-GAAP measures section for more information.
Significant U.S. dollar-denominated amounts
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of US $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
U.S. Natural Gas Pipelines comparable EBIT
 
418

 
298

 
931

 
729

Mexico Natural Gas Pipelines comparable EBIT1
 
114

 
89

 
244

 
178

U.S. Liquids Pipelines comparable EBIT
 
185

 
146

 
387

 
281

U.S. Power comparable EBIT2
 

 
32

 

 
86

AFUDC on U.S. dollar-denominated projects
 
72

 
49

 
139

 
87

Interest on U.S. dollar-denominated long-term debt
 
(332
)
 
(323
)
 
(646
)
 
(640
)
Capitalized interest on U.S. dollar-denominated capital expenditures
 
3

 
1

 
6

 
1

U.S. dollar non-controlling interests and other
 
(65
)
 
(44
)
 
(145
)
 
(114
)
 
 
395

 
248

 
916

 
608

1
Excludes interest expense on our inter-affiliate loan with Sur de Texas which is offset in Interest income and other.
2
Effective January 1, 2018, U.S. Power is no longer included in comparable EBIT.



TRANSCANADA [41
SECOND QUARTER 2018

Net investment hedge
We hedge our net investment in foreign operations (on an after-tax basis) with U.S. dollar-denominated debt, cross-currency interest rate swaps, foreign exchange forward contracts and foreign exchange options.
The fair values and notional amounts for the derivatives designated as a net investment hedge were as follows:
 
 
June 30, 2018
 
December 31, 2017
(unaudited - millions of Canadian $, unless noted otherwise)
 
Fair value1,2


Notional amount

Fair value1,2


Notional amount
 
 
 
 
 
 
 
 
 
U.S. dollar cross-currency interest rate swaps (maturing 2018 to 2019)3
 
(80
)
 
US 500
 
(199
)
 
US 1,200
U.S. dollar foreign exchange options (maturing 2018 to 2019)
 
(16
)
 
US 2,000
 
5

 
US 500
 
 
(96
)
 
US 2,500
 
(194
)
 
US 1,700
1
Fair values equal carrying values.
2
No amounts have been excluded from the assessment of hedge effectiveness.
3
In the three and six months ended June 30, 2018, Net income includes net realized gains of nil and $1 million, respectively (2017 - $1 million and $2 million, respectively) related to the interest component of cross-currency swap settlements which are reported within Interest expense.
The notional amounts and fair value of U.S. dollar-denominated debt designated as a net investment hedge were as follows:
(unaudited - millions of Canadian $, unless noted otherwise)
 
June 30, 2018
 
December 31, 2017
 
 
 
 
 
Notional amount
 
29,000 (US 22,000)
 
25,400 (US 20,200)
Fair value
 
30,800 (US 23,400)
 
28,900 (US 23,100)
FINANCIAL INSTRUMENTS
With the exception of Long-term debt and Junior subordinated notes, our derivative and non-derivative financial instruments are recorded on the balance sheet at fair value unless they were entered into and continue to be held for the purpose of receipt or delivery in accordance with our normal purchase and sales exemptions and are documented as such. In addition, fair value accounting is not required for other financial instruments that qualify for certain accounting exemptions.
Derivative instruments
We use derivative instruments to reduce volatility associated with fluctuations in commodity prices, interest rates and foreign exchange rates. We apply hedge accounting to derivative instruments that qualify and are designated for hedge accounting treatment. 
The majority of derivative instruments that are not designated or do not qualify for hedge accounting treatment have been entered into as economic hedges to manage our exposure to market risk (held for trading). Changes in the fair value of held for trading derivative instruments are recorded in net income in the period of change. This may expose us to increased variability in reported operating results since the fair value of the held for trading derivative instruments can fluctuate significantly from period to period.
Balance sheet presentation of derivative instruments
The balance sheet classification of the fair value of derivative instruments is as follows:
(unaudited - millions of $)
 
June 30, 2018

 
December 31, 2017

 
 
 
 
 
Other current assets
 
246

 
332

Intangible and other assets
 
63

 
73

Accounts payable and other
 
(355
)
 
(387
)
Other long-term liabilities
 
(52
)
 
(72
)
 
 
(98
)
 
(54
)
 



TRANSCANADA [42
SECOND QUARTER 2018

Unrealized and realized gains/(losses) of derivative instruments
The following summary does not include hedges of our net investment in foreign operations.
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Derivative instruments held for trading1
 
 
 
 
 
 
 
 
Amount of unrealized gains/(losses) in the period
 
 
 
 
 
 
 
 
Commodities2
 
99

 
(91
)
 
(10
)
 
(147
)
Foreign exchange
 
(60
)
 
41

 
(139
)
 
56

Amount of realized gains/(losses) in the period
 
 
 
 
 
 
 
 
Commodities
 
19

 
(37
)
 
129

 
(85
)
Foreign exchange
 
4

 
(5
)
 
19

 
(9
)
Derivative instruments in hedging relationships
 
 
 
 
 
 
 
 
Amount of realized (losses)/gains in the period
 
 
 
 
 
 
 
 
Commodities
 
(4
)
 
7

 
(1
)
 
13

Foreign exchange
 

 

 

 
5

Interest rate
 

 

 
1

 
1

1
Realized and unrealized gains and losses on held for trading derivative instruments used to purchase and sell commodities are included on a net basis in Revenues. Realized and unrealized gains and losses on interest rate and foreign exchange held for trading derivative instruments are included on a net basis in Interest expense and Interest income and other, respectively.
2
In the three and six months ended June 30, 2018 and 2017, there were no gains or losses included in Net income relating to discontinued cash flow hedges where it was probable that the anticipated transaction would not occur.
Derivatives in cash flow hedging relationships
The components of the Condensed consolidated statement of OCI related to derivatives in cash flow hedging relationships including the portion attributable to non-controlling interests is as follows:
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Change in fair value of derivative instruments recognized in OCI (effective portion)1
 
 
 
 
 
 
 
 
Commodities
 
(3
)
 
(2
)
 
(6
)
 
3

Interest rate
 

 

 
9

 
1

 
 
(3
)
 
(2
)
 
3

 
4

Reclassification of gains/(losses) on derivative instruments from AOCI to net income1
 
 
 
 
 
 
 
 
Commodities2
 
2

 
(7
)
 
1

 
(11
)
Interest rate3
 
7

 
5

 
12

 
9

 
 
9

 
(2
)
 
13

 
(2
)
1
Amounts presented are pre-tax. No amounts have been excluded from the assessment of hedge effectiveness. Amounts in parentheses indicate losses recorded to OCI and AOCI.
2
Reported within Revenues on the Condensed consolidated statement of income.
3
Reported within Interest expense on the Condensed consolidated statement of income.



TRANSCANADA [43
SECOND QUARTER 2018

Credit risk related contingent features of derivative instruments
Derivatives often contain financial assurance provisions that may require us to provide collateral if a credit risk related contingent event occurs (for example, if our credit rating is downgraded to non-investment grade). We may also need to provide collateral if the fair value of our derivative financial instruments exceeds pre-defined exposure limits.
Based on contracts in place and market prices at June 30, 2018, the aggregate fair value of all derivative contracts with credit-risk-related contingent features that were in a net liability position was $2 million (December 31, 2017 - $2 million), with no collateral provided in the normal course of business at June 30, 2018 and December 31, 2017. If the credit-risk-related contingent features in these agreements were triggered on June 30, 2018, we would have been required to provide collateral of $2 million (December 31, 2017 - $2 million) to our counterparties. Collateral may also need to be provided should the fair value of derivative instruments exceed pre-defined contractual exposure limit thresholds.
We have sufficient liquidity in the form of cash and undrawn committed revolving bank lines to meet these contingent obligations should they arise.



TRANSCANADA [44
SECOND QUARTER 2018

Other information
CONTROLS AND PROCEDURES
Management, including our President and CEO and our CFO, evaluated the effectiveness of our disclosure controls and procedures as at June 30, 2018, as required by the Canadian securities regulatory authorities and by the SEC, and concluded that our disclosure controls and procedures are effective at a reasonable assurance level.
There were no changes in second quarter 2018 that had or are likely to have a material impact on our internal control over financial reporting.
CRITICAL ACCOUNTING ESTIMATES AND ACCOUNTING POLICY CHANGES
When we prepare financial statements that conform with U.S. GAAP, we are required to make estimates and assumptions that affect the timing and amounts we record for our assets, liabilities, revenues and expenses because these items may be affected by future events. We base the estimates and assumptions on the most current information available, using our best judgement. We also regularly assess the assets and liabilities themselves. A summary of our critical accounting estimates is included in our 2017 Annual Report.
Our significant accounting policies have remained unchanged since December 31, 2017 other than described below. A summary of our significant accounting policies is included in our 2017 Annual Report.
Changes in accounting policies for 2018
Revenue from contracts with customers
In 2014, the FASB issued new guidance on revenue from contracts with customers. The new guidance requires that an entity recognize revenue from these contracts in accordance with a prescribed model. This model is used to depict the transfer of promised goods or services to customers in amounts that reflect the total consideration to which it expects to be entitled during the term of the contract in exchange for those promised goods or services. Goods or services that are promised to a customer are referred to as our "performance obligations." The total consideration to which we expect to be entitled can include fixed and variable amounts. We have variable revenue that is subject to factors outside of our influence, such as market prices, actions of third parties and weather conditions. We consider this variable revenue to be "constrained" as it cannot be reliably estimated, and therefore recognize variable revenue when the service is provided.
The new guidance also requires additional disclosures about the nature, amount, timing and uncertainty of revenue recognition and related cash flows.
In the application of the new guidance, significant estimates and judgments are used to determine the following:
pattern of revenue recognition within a contract, based on whether the performance obligation is satisfied at a point in time versus over time
term of the contract
amount of variable consideration associated with a contract and timing of the associated revenue recognition.
The new guidance was effective January 1, 2018, was applied using the modified retrospective transition method, and did not result in any material differences in the amount and timing of revenue recognition.



TRANSCANADA [45
SECOND QUARTER 2018

Financial instruments
In January 2016, the FASB issued new guidance on the accounting for equity investments and financial liabilities. The new guidance changes the income statement effect of equity investments and the recognition of changes in the fair value of financial liabilities when the fair value option is elected. The new guidance also requires us to assess valuation allowances for deferred tax assets related to available for sale debt securities in combination with their other deferred tax assets. This new guidance was effective January 1, 2018 and did not have a material impact on our consolidated financial statements.
Income taxes
In October 2016, the FASB issued new guidance on the income tax effects of intra-entity transfers of assets other than inventory. The new guidance requires the recognition of deferred and current income taxes for an intra-entity asset transfer when the transfer occurs. The new guidance was effective January 1, 2018, was applied using a modified retrospective approach, and did not have a material impact on our consolidated financial statements.
Restricted cash
In November 2016, the FASB issued new guidance on restricted cash and cash equivalents on the statement of cash flows. The new guidance requires that the statement of cash flows explain the change during the period in the total cash and cash equivalents balance, and amounts generally described as restricted cash or restricted cash equivalents. Restricted cash and cash equivalents will be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts on the statement of cash flows. This new guidance was effective January 1, 2018, was applied retrospectively, and did not have an impact on our consolidated financial statements.
Employee post-retirement benefits
In March 2017, the FASB issued new guidance that requires entities to disaggregate the current service cost component from the other components of net benefit cost and present it with other current compensation costs for related employees in the income statement. The new guidance also requires that the other components of net benefit cost be presented elsewhere in the income statement and excluded from income from operations if such a subtotal is presented. In addition, the new guidance makes changes to the components of net benefit cost that are eligible for capitalization. Entities must use a retrospective transition method to adopt the requirement for separate presentation in the income statement of the components of net benefit cost, and a prospective transition method to adopt the change to capitalization of benefit costs. This new guidance was effective January 1, 2018 and did not have a material impact on our consolidated financial statements.
Hedge accounting
In August 2017, the FASB issued new guidance making more financial and non-financial hedging strategies eligible for hedge accounting. The new guidance also amends the presentation requirements relating to the change in fair value of a derivative and requires additional disclosures including cumulative basis adjustments for fair value hedges and the effect of hedging on individual line items in the consolidated statement of income. This new guidance is effective January 1, 2019 with early adoption permitted. This new guidance, which we elected to adopt effective January 1, 2018, was applied prospectively and did not have a material impact on our consolidated financial statements.



TRANSCANADA [46
SECOND QUARTER 2018

Future accounting changes
Leases
In February 2016, the FASB issued new guidance on the accounting for leases. The new guidance amends the definition of a lease such that, in order for an arrangement to qualify as a lease, the lessor is required to have both (1) the right to obtain substantially all of the economic benefits from the use of the asset and (2) the right to direct the use of the asset. The new guidance also establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern of expense recognition in the consolidated statement of income. The new guidance does not make extensive changes to lessor accounting.
In January 2018, the FASB issued an optional practical expedient, to be applied upon transition, to omit the evaluation of land easements not previously accounted for as leases that existed or expired prior to the entity's adoption of the new lease guidance. An entity that elects this practical expedient is required to apply the practical expedient consistently to all of its existing or expired land easements not previously accounted for as leases. We continue to monitor and analyze additional guidance and clarifications provided by the FASB.
The new guidance is effective January 1, 2019, with early adoption permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We have developed a preliminary inventory of existing lease agreements and have substantially completed our analysis on these leases but continue to evaluate the financial impact on our consolidated financial statements. We have also selected a system solution and are in the testing stage of implementation. We continue to assess process changes necessary to compile the information to meet the recognition and disclosure requirements of the new guidance and to analyze new contracts that may contain leases.
Measurement of credit losses on financial instruments
In June 2016, the FASB issued new guidance that significantly changes how entities measure credit losses for most financial assets and certain other financial instruments that are not measured at fair value through net income. The new guidance amends the impairment model of financial instruments basing it on expected losses rather than incurred losses. These expected credit losses will be recognized as an allowance rather than as a direct write down of the amortized cost basis. The new guidance is effective January 1, 2020 and will be applied using a modified retrospective approach. We are currently evaluating the impact of the adoption of this guidance and have not yet determined the effect on our consolidated financial statements.
Goodwill impairment
In January 2017, the FASB issued new guidance on simplifying the test for goodwill impairment by eliminating Step 2 of the impairment test, which is the requirement to calculate the implied fair value of goodwill to measure the impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. This new guidance is effective January 1, 2020 and will be applied prospectively, however, early adoption is permitted. We are currently evaluating the timing and impact of the adoption of this guidance.
Amortization on purchased callable debt securities
In March 2017, the FASB issued new guidance that shortens the amortization period for the premium on certain purchased callable debt securities by requiring entities to amortize the premium to the earliest call date. This new guidance is effective January 1, 2019 and will be applied using a modified retrospective approach. We are currently evaluating the impact of the adoption of this guidance and have not yet determined the effect on our consolidated financial statements.



TRANSCANADA [47
SECOND QUARTER 2018

Income taxes
In February 2018, the FASB issued new guidance that allows a reclassification from AOCI to retained earnings for stranded tax effects resulting from the U.S. Tax Reform. This new guidance is effective January 1, 2019, however, early adoption is permitted. This guidance can be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change is recognized. We are currently evaluating this guidance in conjunction with our analysis of the overall impact of U.S. Tax Reform.



TRANSCANADA [48
SECOND QUARTER 2018

Reconciliation of non-GAAP measures
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Comparable EBITDA
 
 
 
 
 
 
 
 
Canadian Natural Gas Pipelines
 
545

 
527

 
1,039

 
1,031

U.S. Natural Gas Pipelines
 
704

 
551

 
1,508

 
1,271

Mexico Natural Gas Pipelines
 
142

 
145

 
302

 
285

Liquids Pipelines
 
413

 
332

 
844

 
644

Energy
 
202

 
287

 
378

 
592

Corporate
 
(15
)
 
(12
)
 
(17
)
 
(16
)
Comparable EBITDA
 
1,991

 
1,830

 
4,054

 
3,807

Depreciation and amortization
 
(570
)
 
(516
)
 
(1,105
)
 
(1,026
)
Comparable EBIT
 
1,421

 
1,314

 
2,949

 
2,781

Specific items:
 
 
 
 
 
 
 
 
Foreign exchange gain/(loss) – inter-affiliate loan
 
87

 
(8
)
 
8

 
(8
)
U.S. Northeast power marketing contracts
 
(15
)
 

 
(7
)
 

Net gain on sales of U.S. Northeast power generation assets
 

 
492

 

 
481

Integration and acquisition related costs – Columbia
 

 
(20
)
 

 
(59
)
Keystone XL asset costs
 

 
(5
)
 

 
(13
)
Risk management activities1
 
99

 
(91
)
 
(10
)
 
(147
)
Segmented earnings
 
1,592

 
1,682

 
2,940

 
3,035

1
 
Risk management activities
 
three months ended
June 30
 
six months ended
June 30
 
 
(unaudited - millions of $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
 
 
 
 
Canadian Power
 
1

 
3

 
3

 
4

 
 
U.S. Power
 
39

 
(94
)
 
(62
)
 
(156
)
 
 
Liquids marketing
 
62

 
4

 
55

 
4

 
 
Natural Gas Storage
 
(3
)
 
(4
)
 
(6
)
 
1

 
 
Total unrealized gains/(losses) from risk management activities
 
99

 
(91
)
 
(10
)
 
(147
)




TRANSCANADA [49
SECOND QUARTER 2018

Quarterly results
SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA
 
 
2018
 
2017
 
2016
(unaudited - millions of $, except
per share amounts)
 
Second

 
First

 
Fourth

 
Third

 
Second

 
First

 
Fourth

 
Third

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
3,195

 
3,424

 
3,617

 
3,195

 
3,230

 
3,407

 
3,635


3,642

Net income/(loss) attributable to common shares
 
785

 
734

 
861

 
612

 
881

 
643

 
(358
)

(135
)
Comparable earnings
 
768

 
864

 
719

 
614

 
659

 
698

 
626


622

Per share statistics
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Net income/(loss) per common share - basic and diluted
 

$0.88

 

$0.83

 

$0.98

 

$0.70

 

$1.01

 

$0.74

 

($0.43
)


($0.17
)
Comparable earnings per
common share
 

$0.86

 

$0.98

 

$0.82

 

$0.70

 

$0.76

 

$0.81

 

$0.75



$0.78

Dividends declared per common share
 

$0.69

 

$0.69

 

$0.625

 

$0.625

 

$0.625

 

$0.625

 

$0.565



$0.565

 
FACTORS AFFECTING QUARTERLY FINANCIAL INFORMATION BY BUSINESS SEGMENT
Quarter-over-quarter revenues and net income fluctuate for reasons that vary across our business segments.
In our Canadian Natural Gas Pipelines, U.S. Natural Gas Pipelines and Mexico Natural Gas Pipelines segments, except for seasonal fluctuations in short-term throughput volumes on U.S. pipelines, quarter-over-quarter revenues and net income generally remain relatively stable during any fiscal year. Over the long term, however, they fluctuate because of:
regulators' decisions
negotiated settlements with shippers
acquisitions and divestitures
developments outside of the normal course of operations
newly constructed assets being placed in service.
In Liquids Pipelines, annual revenues and net income are based on contracted and uncommitted spot transportation and liquids marketing activities. Quarter-over-quarter revenues and net income are affected by:
regulatory decisions
developments outside of the normal course of operations
newly constructed assets being placed in service
demand for uncontracted transportation services
liquids marketing activities
certain fair value adjustments.
In Energy, quarter-over-quarter revenues and net income are affected by:
weather
customer demand
market prices for natural gas and power
capacity prices and payments
planned and unplanned plant outages
acquisitions and divestitures
certain fair value adjustments
developments outside of the normal course of operations
newly constructed assets being placed in service.



TRANSCANADA [50
SECOND QUARTER 2018

FACTORS AFFECTING FINANCIAL INFORMATION BY QUARTER
We calculate comparable measures by adjusting certain GAAP and non-GAAP measures for specific items we believe are significant but not reflective of our underlying operations in the period.
Comparable earnings exclude the unrealized gains and losses from changes in the fair value of certain derivatives used to reduce our exposure to certain financial and commodity price risks. These derivatives generally provide effective economic hedges, but do not meet the criteria for hedge accounting. As a result, the changes in fair value are recorded in net income. As these amounts do not accurately reflect the gains and losses that will be realized at settlement, we do not consider them part of our underlying operations.
In second quarter 2018, comparable earnings also excluded:
an after-tax loss of $11 million related to our U.S. Northeast power marketing contracts. These were excluded from Energy's comparable earnings effective January 1, 2018 as the wind-down of these contracts is not considered part of our underlying operations.
In the first quarter 2018, comparable earnings also excluded:
an after-tax gain of $6 million related to our U.S. Northeast power marketing contracts, primarily due to income recognized on the sale of our retail contracts. These were excluded from Energy's comparable earnings effective January 1, 2018 as the wind-down of these contracts is not considered part of our underlying operations.
In fourth quarter 2017, comparable earnings also excluded:
an $804 million recovery of deferred income taxes as a result of U.S. Tax Reform
a $136 million after-tax gain related to the sale of our Ontario solar assets
a $64 million net after-tax gain related to the monetization of our U.S. Northeast power business, which included an incremental after-tax loss of $7 million recorded on the sale of the thermal and wind package, $23 million of after-tax third-party insurance proceeds related to a 2017 Ravenswood outage and income tax adjustments
a $954 million after-tax impairment charge for the Energy East pipeline and related projects as a result of our decision not to proceed with the project applications
a $9 million after-tax charge related to the maintenance and liquidation of Keystone XL assets which were expensed pending further advancement of the project.
In third quarter 2017, comparable earnings also excluded:
an incremental net loss of $12 million related to the monetization of our U.S. Northeast power business which included an incremental loss of $7 million after tax on the sale of the thermal and wind package and $14 million of after-tax disposition costs and income tax adjustments
an after-tax charge of $30 million for integration-related costs associated with the acquisition of Columbia
an after-tax charge of $8 million related to the maintenance of Keystone XL assets which were being expensed pending further advancement of the project.
In second quarter 2017, comparable earnings also excluded:
a $265 million net after-tax gain related to the monetization of our U.S. Northeast power business which included a $441 million after-tax gain on the sale of TC Hydro and an additional loss of $176 million after tax on the sale of the thermal and wind package
an after-tax charge of $15 million for integration-related costs associated with the acquisition of Columbia
an after-tax charge of $4 million related to the maintenance of Keystone XL assets which were being expensed pending further advancement of the project.



TRANSCANADA [51
SECOND QUARTER 2018

In first quarter 2017, comparable earnings also excluded:
a charge of $24 million after tax for integration-related costs associated with the acquisition of Columbia
a charge of $10 million after tax for costs related to the monetization of our U.S. Northeast power generation business
a charge of $7 million after tax related to the maintenance of Keystone XL assets which were being expensed pending further advancement of the project
a $7 million income tax recovery related to the realized loss on a third-party sale of Keystone XL project assets. A provision for the expected pre-tax loss on these assets was included in our 2015 impairment charge but the related income tax recoveries could not be recorded until realized.
In fourth quarter 2016, comparable earnings also excluded:
an $870 million after-tax charge related to the loss on U.S. Northeast power assets held for sale which included an $863 million after-tax loss on the thermal and wind package held for sale and $7 million of after-tax costs related to the monetization
an additional $68 million after-tax loss on the transfer of environmental credits to the Balancing Pool upon final settlement of the Alberta PPA terminations
an after-tax charge of $67 million for costs associated with the acquisition of Columbia which included a $44 million deferred tax adjustment upon acquisition and $23 million of retention, severance and integration costs
an after-tax charge of $18 million related to Keystone XL costs for the maintenance and liquidation of project assets which were being expensed pending further advancement of the project
an after-tax restructuring charge of $6 million for additional expected future losses under lease commitments. These charges formed part of a restructuring initiative, which commenced in 2015, to maximize the effectiveness and efficiency of our existing operations and reduce overall costs.
In third quarter 2016, comparable earnings also excluded:
a $656 million after-tax impairment on the Ravenswood goodwill. As a result of information received during the process to monetize our U.S. Northeast power business in third quarter 2016, it was determined that the fair value of Ravenswood no longer exceeded its carrying value
costs associated with the acquisition of Columbia including a charge of $67 million after tax primarily relating to retention, severance and integration expenses
$28 million of income tax recoveries related to the realized loss on a third-party sale of Keystone XL plant and equipment. A provision for the expected loss on these assets was included in our fourth quarter 2015 impairment charge but the related tax recoveries could not be recorded until realized
a charge of $9 million after tax related to Keystone XL costs for the maintenance and liquidation of project assets which were being expensed pending further advancement of the project
a $3 million after-tax charge related to the monetization of our U.S. Northeast power business.



Exhibit
EXHIBIT 13.2
SECOND QUARTER 2018                                    

Condensed consolidated statement of income
 
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of Canadian $, except per share amounts)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
Canadian Natural Gas Pipelines
 
954

 
922

 
1,838

 
1,804

U.S. Natural Gas Pipelines
 
930

 
879

 
2,021

 
1,873

Mexico Natural Gas Pipelines
 
153

 
150

 
304

 
293

Liquids Pipelines
 
644

 
501

 
1,267

 
973

Energy
 
514

 
778

 
1,189

 
1,694

 
 
3,195

 
3,230

 
6,619

 
6,637

Income from Equity Investments
 
265

 
197

 
345

 
371

Operating and Other Expenses
 
 

 
 

 
 

 
 

Plant operating costs and other
 
822

 
1,027

 
1,696

 
2,033

Commodity purchases resold
 
324

 
547

 
921

 
1,090

Property taxes
 
152

 
153

 
302

 
315

Depreciation and amortization
 
570

 
516

 
1,105

 
1,033

 
 
1,868

 
2,243

 
4,024

 
4,471

Gain on Sale of Assets
 

 
498

 

 
498

Financial Charges
 
 

 
 

 
 

 
 

Interest expense
 
558

 
524

 
1,085

 
1,024

Allowance for funds used during construction
 
(113
)
 
(121
)
 
(218
)
 
(222
)
Interest income and other
 
92

 
(89
)
 
29

 
(109
)
 
 
537

 
314

 
896

 
693

Income before Income Taxes
 
1,055

 
1,368

 
2,044

 
2,342

Income Tax Expense
 
 

 
 

 
 

 
 

Current
 
89

 
55

 
139

 
122

Deferred
 
64

 
338

 
135

 
471

 
 
153

 
393

 
274

 
593

Net Income
 
902

 
975

 
1,770

 
1,749

Net income attributable to non-controlling interests
 
76

 
55

 
170

 
145

Net Income Attributable to Controlling Interests
 
826

 
920

 
1,600

 
1,604

Preferred share dividends
 
41

 
39

 
81

 
80

Net Income Attributable to Common Shares
 
785

 
881

 
1,519

 
1,524

Net Income per Common Share
 
 

 
 

 
 

 
 

Basic
 

$0.88

 

$1.01

 

$1.70

 

$1.76

Diluted
 

$0.88

 

$1.01

 

$1.70

 

$1.75

Dividends Declared per Common Share
 

$0.69

 

$0.625

 

$1.38

 

$1.25

Weighted Average Number of Common Shares (millions)
 
 

 
 

 
 

 
 

Basic
 
896

 
870

 
892

 
868

Diluted
 
896

 
872

 
893

 
870

 
See accompanying notes to the Condensed consolidated financial statements.


TRANSCANADA [53
SECOND QUARTER 2018                                        

Condensed consolidated statement of comprehensive income
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of Canadian $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Net Income
 
902

 
975

 
1,770

 
1,749

Other Comprehensive Income/(Loss), Net of Income Taxes
 
 

 
 

 
 

 
 

Foreign currency translation gains and losses on net investment in foreign operations
 
259

 
(269
)
 
691

 
(351
)
Reclassification of foreign currency translation gains on net investment on disposal of foreign operations
 

 
(77
)
 

 
(77
)
Change in fair value of net investment hedges
 
(13
)
 
(1
)
 
(15
)
 
(2
)
Change in fair value of cash flow hedges
 
(2
)
 
(2
)
 
5

 
3

Reclassification to net income of gains and losses on cash flow hedges
 
7

 
(1
)
 
10

 
(1
)
Reclassification of actuarial gains and losses on pension and other post-retirement benefit plans
 
2

 
4

 

 
7

Other comprehensive income on equity investments
 
6

 

 
12

 
3

Other comprehensive income/(loss)
 
259

 
(346
)
 
703

 
(418
)
Comprehensive Income
 
1,161

 
629

 
2,473

 
1,331

Comprehensive income attributable to non-controlling interests
 
116

 
6

 
276

 
56

Comprehensive Income Attributable to Controlling Interests
 
1,045

 
623

 
2,197

 
1,275

Preferred share dividends
 
41

 
39

 
81

 
80

Comprehensive Income Attributable to Common Shares
 
1,004

 
584

 
2,116

 
1,195

See accompanying notes to the Condensed consolidated financial statements.



TRANSCANADA [54
SECOND QUARTER 2018                                        

Condensed consolidated statement of cash flows
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of Canadian $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Cash Generated from Operations
 
 
 
 
 
 
 
 
Net income
 
902

 
975

 
1,770

 
1,749

Depreciation and amortization
 
570

 
516

 
1,105

 
1,033

Deferred income taxes
 
64

 
338

 
135

 
471

Income from equity investments
 
(265
)
 
(197
)
 
(345
)
 
(371
)
Distributions received from operating activities of equity investments
 
231

 
228

 
465

 
447

Employee post-retirement benefits funding, net of expense
 
(3
)
 
6

 

 
9

Gain on sale of assets
 

 
(498
)
 

 
(498
)
Equity allowance for funds used during construction
 
(79
)
 
(78
)
 
(157
)
 
(142
)
Unrealized (gains)/losses on financial instruments
 
(39
)
 
50

 
149

 
91

Other
 
63

 
(4
)
 
(59
)
 
4

Decrease/(increase) in operating working capital
 
361

 
17

 
154

 
(138
)
Net cash provided by operations
 
1,805

 
1,353

 
3,217

 
2,655

Investing Activities
 
 

 
 

 
 

 
 

Capital expenditures
 
(2,337
)
 
(1,792
)
 
(4,039
)
 
(3,352
)
Capital projects in development
 
(76
)
 
(56
)
 
(112
)
 
(98
)
Contributions to equity investments
 
(184
)
 
(473
)
 
(542
)
 
(665
)
Proceeds from sales of assets, net of transaction costs
 

 
4,147

 

 
4,147

Other distributions from equity investments
 

 
1

 
121

 
364

Deferred amounts and other
 
(16
)
 
(169
)
 
94

 
(254
)
Net cash (used in)/provided by investing activities
 
(2,613
)
 
1,658

 
(4,478
)
 
142

Financing Activities
 
 

 
 

 
 

 
 

Notes payable (repaid)/issued, net
 
(1,327
)
 
111

 
485

 
781

Long-term debt issued, net of issue costs
 
3,240

 
817

 
3,333

 
817

Long-term debt repaid
 
(808
)
 
(4,418
)
 
(2,034
)
 
(5,469
)
Junior subordinated notes issued, net of issue costs
 

 
1,489

 

 
3,471

Dividends on common shares
 
(380
)
 
(328
)
 
(738
)
 
(628
)
Dividends on preferred shares
 
(39
)
 
(38
)
 
(78
)
 
(77
)
Distributions paid to non-controlling interests
 
(48
)
 
(69
)
 
(117
)
 
(149
)
Common shares issued, net of issue costs
 
445

 
18

 
785

 
36

Partnership units of TC PipeLines, LP issued, net of issue costs
 

 
27

 
49

 
119

Common units of Columbia Pipeline Partners LP acquired
 

 

 

 
(1,205
)
Net cash provided by/(used in) financing activities
 
1,083

 
(2,391
)
 
1,685

 
(2,304
)
Effect of Foreign Exchange Rate Changes on Cash and Cash Equivalents
 
28

 
(24
)
 
57

 
(19
)
Increase in Cash and Cash Equivalents
 
303

 
596

 
481

 
474

Cash and Cash Equivalents
 
 

 
 

 
 

 
 

Beginning of period
 
1,267

 
894

 
1,089

 
1,016

Cash and Cash Equivalents
 
 

 
 

 
 

 
 

End of period
 
1,570

 
1,490

 
1,570

 
1,490

See accompanying notes to the Condensed consolidated financial statements.


TRANSCANADA [55
SECOND QUARTER 2018                                        

Condensed consolidated balance sheet
 
 
June 30,

 
December 31,

(unaudited - millions of Canadian $)
 
2018

 
2017

 
 
 
 
 
ASSETS
 
 
 
 
Current Assets
 
 
 
 
Cash and cash equivalents
 
1,570

 
1,089

Accounts receivable
 
2,111

 
2,522

Inventories
 
403

 
378

Assets held for sale
 
458

 

Other
 
888

 
691

 
 
5,430

 
4,680

Plant, Property and Equipment
net of accumulated depreciation of $24,822 and $23,734, respectively
 
61,446

 
57,277

Equity Investments
 
6,628

 
6,366

Regulatory Assets
 
1,361

 
1,376

Goodwill
 
13,734

 
13,084

Loan Receivable from Affiliate
 
1,173

 
919

Intangible and Other Assets
 
1,749

 
1,484

Restricted Investments
 
1,062

 
915

 
 
92,583

 
86,101

LIABILITIES
 
 

 
 

Current Liabilities
 
 

 
 

Notes payable
 
2,359

 
1,763

Accounts payable and other
 
3,982

 
4,057

Dividends payable
 
636

 
586

Accrued interest
 
642

 
605

Current portion of long-term debt
 
2,812

 
2,866

 
 
10,431

 
9,877

Regulatory Liabilities
 
4,603

 
4,321

Other Long-Term Liabilities
 
666

 
727

Deferred Income Tax Liabilities
 
5,700

 
5,403

Long-Term Debt
 
34,583

 
31,875

Junior Subordinated Notes
 
7,284

 
7,007

 
 
63,267

 
59,210

EQUITY
 
 

 
 

Common shares, no par value
 
22,385

 
21,167

Issued and outstanding:
June 30, 2018 - 904 million shares
 
 

 
 

 
December 31, 2017 - 881 million shares
 
 

 
 

Preferred shares
 
3,980

 
3,980

Additional paid-in capital
 
12

 

Retained earnings
 
2,020

 
1,623

Accumulated other comprehensive loss
 
(1,134
)
 
(1,731
)
Controlling Interests
 
27,263

 
25,039

Non-controlling interests
 
2,053

 
1,852

 
 
29,316

 
26,891

 
 
92,583

 
86,101

 
Contingencies and Guarantees (Note 13)
Variable Interest Entities (Note 14)
Subsequent Event (Note 15)
See accompanying notes to the Condensed consolidated financial statements.


TRANSCANADA [56
SECOND QUARTER 2018                                        

Condensed consolidated statement of equity
 
six months ended June 30
(unaudited - millions of Canadian $)
2018

 
2017

 
 
 
 
Common Shares
 
 
 
Balance at beginning of period
21,167

 
20,099

Shares issued:
 
 
 
Under at-the-market equity issuance program, net of issue costs
766

 

Under dividend reinvestment and share purchase plan
431

 
406

On exercise of stock options
21

 
39

Balance at end of period
22,385

 
20,544

Preferred Shares
 

 
 

Balance at beginning and end of period
3,980

 
3,980

Additional Paid-In Capital
 

 
 

Balance at beginning of period

 

Issuance of stock options, net of exercises
5

 
2

Dilution from TC PipeLines, LP units issued
7

 
13

Asset drop downs to TC PipeLines, LP

 
(202
)
Columbia Pipeline Partners LP acquisition

 
(171
)
Reclassification of additional paid-in capital deficit to retained earnings

 
358

Balance at end of period
12

 

Retained Earnings
 

 
 

Balance at beginning of period
1,623

 
1,138

Net income attributable to controlling interests
1,600

 
1,604

Common share dividends
(1,238
)
 
(1,087
)
Preferred share dividends
(60
)
 
(58
)
Adjustment related to income tax effects of asset drop downs to TC PipeLines, LP
95

 

Adjustment related to employee share-based payments

 
12

Reclassification of additional paid-in capital deficit to retained earnings

 
(358
)
Balance at end of period
2,020

 
1,251

Accumulated Other Comprehensive Loss
 

 
 

Balance at beginning of period
(1,731
)
 
(960
)
Other comprehensive income/(loss) attributable to controlling interests
597

 
(329
)
Balance at end of period
(1,134
)
 
(1,289
)
Equity Attributable to Controlling Interests
27,263

 
24,486

Equity Attributable to Non-Controlling Interests
 

 
 

Balance at beginning of period
1,852

 
1,726

Net income attributable to non-controlling interests
170

 
145

Other comprehensive income/(loss) attributable to non-controlling interests
106

 
(89
)
Issuance of TC PipeLines, LP units
 
 
 
Proceeds, net of issue costs
49

 
119

Decrease in TransCanada's ownership of TC PipeLines, LP
(9
)
 
(21
)
Distributions declared to non-controlling interests
(115
)
 
(147
)
Reclassification from common units of TC PipeLines, LP subject to rescission

 
106

Impact of Columbia Pipeline Partners LP acquisition

 
33

Balance at end of period
2,053

 
1,872

Total Equity
29,316

 
26,358

 
See accompanying notes to the Condensed consolidated financial statements.


TRANSCANADA [57
SECOND QUARTER 2018                                        

Notes to Condensed consolidated financial statements
(unaudited)
1. Basis of presentation
These Condensed consolidated financial statements of TransCanada Corporation (TransCanada or the Company) have been prepared by management in accordance with U.S. GAAP. The accounting policies applied are consistent with those outlined in TransCanada’s annual audited consolidated financial statements for the year ended December 31, 2017, except as described in Note 2, Accounting changes. Capitalized and abbreviated terms that are used but not otherwise defined herein are identified in TransCanada’s 2017 Annual Report.
These Condensed consolidated financial statements reflect adjustments, all of which are normal recurring adjustments that are, in the opinion of management, necessary to reflect fairly the financial position and results of operations for the respective periods. These Condensed consolidated financial statements do not include all disclosures required in the annual financial statements and should be read in conjunction with the 2017 audited consolidated financial statements included in TransCanada’s 2017 Annual Report. Certain comparative figures have been reclassified to conform with the current period’s presentation.
Earnings for interim periods may not be indicative of results for the fiscal year in the Company’s natural gas pipelines segments due to the timing of regulatory decisions and seasonal fluctuations in short-term throughput volumes on U.S. pipelines. Earnings for interim periods may also not be indicative of results for the fiscal year in the Company’s Energy segment due to the impact of seasonal weather conditions on customer demand and market pricing in certain of the Company’s investments in electrical power generation plants and non-regulated gas storage facilities.
USE OF ESTIMATES AND JUDGEMENTS
In preparing these financial statements, TransCanada is required to make estimates and assumptions that affect both the amount and timing of recording assets, liabilities, revenues and expenses since the determination of these items may be dependent on future events. The Company uses the most current information available and exercises careful judgement in making these estimates and assumptions. In the opinion of management, these Condensed consolidated financial statements have been properly prepared within reasonable limits of materiality and within the framework of the Company’s significant accounting policies included in the annual audited consolidated financial statements for the year ended December 31, 2017, except as described in Note 2, Accounting changes.
2. Accounting changes
CHANGES IN ACCOUNTING POLICIES FOR 2018
Revenue from contracts with customers
In 2014, the FASB issued new guidance on revenue from contracts with customers. The new guidance requires that an entity recognize revenue from these contracts in accordance with a prescribed model. This model is used to depict the transfer of promised goods or services to customers in amounts that reflect the total consideration to which it expects to be entitled during the term of the contract in exchange for those promised goods or services. Goods or services that are promised to a customer are referred to as the Company's "performance obligations." The total consideration to which the Company expects to be entitled can include fixed and variable amounts. The Company has variable revenue that is subject to factors outside the Company’s influence, such as market prices, actions of third parties and weather conditions. The Company considers this variable revenue to be "constrained" as it cannot be reliably estimated, and therefore recognizes variable revenue when the service is provided.


TRANSCANADA [58
SECOND QUARTER 2018                                        

The new guidance also requires additional disclosures about the nature, amount, timing and uncertainty of revenue recognition and related cash flows.
In the application of the new guidance, significant estimates and judgments are used to determine the following:
pattern of revenue recognition within a contract, based on whether the performance obligation is satisfied at a point in time versus over time
term of the contract
amount of variable consideration associated with a contract and timing of the associated revenue recognition.
The new guidance was effective January 1, 2018, was applied using the modified retrospective transition method, and did not result in any material differences in the amount and timing of revenue recognition. Refer to Note 4, Revenues, for further information related to the impact of adopting the new guidance and the Company's updated accounting policies related to revenue recognition from contracts with customers.
Financial instruments
In January 2016, the FASB issued new guidance on the accounting for equity investments and financial liabilities. The new guidance changes the income statement effect of equity investments and the recognition of changes in the fair value of financial liabilities when the fair value option is elected. The new guidance also requires the Company to assess valuation allowances for deferred tax assets related to available for sale debt securities in combination with their other deferred tax assets. This new guidance was effective January 1, 2018 and did not have a material impact on the Company's consolidated financial statements.
Income taxes
In October 2016, the FASB issued new guidance on the income tax effects of intra-entity transfers of assets other than inventory. The new guidance requires the recognition of deferred and current income taxes for an intra-entity asset transfer when the transfer occurs. The new guidance was effective January 1, 2018, was applied using a modified retrospective approach, and did not have a material impact on the Company's consolidated financial statements.
Restricted cash
In November 2016, the FASB issued new guidance on restricted cash and cash equivalents on the statement of cash flows. The new guidance requires that the statement of cash flows explain the change during the period in the total cash and cash equivalents balance, and amounts generally described as restricted cash or restricted cash equivalents. Restricted cash and cash equivalents will be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts on the statement of cash flows. This new guidance was effective January 1, 2018, was applied retrospectively, and did not have an impact on the Company's consolidated financial statements.
Employee post-retirement benefits
In March 2017, the FASB issued new guidance that requires entities to disaggregate the current service cost component from the other components of net benefit cost and present it with other current compensation costs for related employees in the income statement. The new guidance also requires that the other components of net benefit cost be presented elsewhere in the income statement and excluded from income from operations if such a subtotal is presented. In addition, the new guidance makes changes to the components of net benefit cost that are eligible for capitalization. Entities must use a retrospective transition method to adopt the requirement for separate presentation in the income statement of the components of net benefit cost, and a prospective transition method to adopt the change to capitalization of benefit costs. This new guidance was effective January 1, 2018 and did not have a material impact on the Company's consolidated financial statements.


TRANSCANADA [59
SECOND QUARTER 2018                                        

Hedge accounting
In August 2017, the FASB issued new guidance making more financial and non-financial hedging strategies eligible for hedge accounting. The new guidance also amends the presentation requirements relating to the change in fair value of a derivative and requires additional disclosures including cumulative basis adjustments for fair value hedges and the effect of hedging on individual line items in the consolidated statement of income. This new guidance is effective January 1, 2019 with early adoption permitted. This new guidance, which the Company elected to adopt effective January 1, 2018, was applied prospectively and did not have a material impact on the Company's consolidated financial statements.
FUTURE ACCOUNTING CHANGES
Leases
In February 2016, the FASB issued new guidance on the accounting for leases. The new guidance amends the definition of a lease such that, in order for an arrangement to qualify as a lease, the lessor is required to have both (1) the right to obtain substantially all of the economic benefits from the use of the asset and (2) the right to direct the use of the asset. The new guidance also establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern of expense recognition in the consolidated statement of income. The new guidance does not make extensive changes to lessor accounting.
In January 2018, the FASB issued an optional practical expedient, to be applied upon transition, to omit the evaluation of land easements not previously accounted for as leases that existed or expired prior to the entity's adoption of the new lease guidance. An entity that elects this practical expedient is required to apply the practical expedient consistently to all of its existing or expired land easements not previously accounted for as leases. The Company continues to monitor and analyze additional guidance and clarifications provided by the FASB.
The new guidance is effective January 1, 2019, with early adoption permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company has developed a preliminary inventory of existing lease agreements and has substantially completed its analysis on these leases but continues to evaluate the financial impact on its consolidated financial statements. The Company has also selected a system solution and is in the testing stage of implementation. The Company continues to assess process changes necessary to compile the information to meet the recognition and disclosure requirements of the new guidance and to analyze new contracts that may contain leases.
Measurement of credit losses on financial instruments
In June 2016, the FASB issued new guidance that significantly changes how entities measure credit losses for most financial assets and certain other financial instruments that are not measured at fair value through net income. The new guidance amends the impairment model of financial instruments basing it on expected losses rather than incurred losses. These expected credit losses will be recognized as an allowance rather than as a direct write down of the amortized cost basis. The new guidance is effective January 1, 2020 and will be applied using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of this guidance and has not yet determined the effect on its consolidated financial statements.
Goodwill impairment
In January 2017, the FASB issued new guidance on simplifying the test for goodwill impairment by eliminating Step 2 of the impairment test, which is the requirement to calculate the implied fair value of goodwill to measure the impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. This new guidance is effective January 1, 2020 and will be applied prospectively, however, early adoption is permitted. The Company is currently evaluating the timing and impact of the adoption of this guidance.


TRANSCANADA [60
SECOND QUARTER 2018                                        

Amortization on purchased callable debt securities
In March 2017, the FASB issued new guidance that shortens the amortization period for the premium on certain purchased callable debt securities by requiring entities to amortize the premium to the earliest call date. This new guidance is effective January 1, 2019 and will be applied using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of this guidance and has not yet determined the effect on its consolidated financial statements.
Income taxes
In February 2018, the FASB issued new guidance that allows a reclassification from AOCI to retained earnings for stranded tax effects resulting from the U.S. Tax Reform. This new guidance is effective January 1, 2019, however, early adoption is permitted. This guidance can be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change is recognized. The Company is currently evaluating this guidance in conjunction with its analysis of the overall impact of U.S. Tax Reform.
3. Segmented information
three months ended June 30, 2018
 
Canadian Natural Gas Pipelines

 
U.S. Natural Gas Pipelines

 
Mexico Natural Gas Pipelines

 
Liquids Pipelines

 
 
 
 
 
 
(unaudited - millions of Canadian $)
 
 
 
 
 
Energy

 
Corporate1
Total

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
954

 
930

 
153

 
644

 
514

 

 
3,195

Intersegment revenues
 

 
56

 

 

 
5

 
(61
)
2 

 
 
954

 
986

 
153

 
644

 
519

 
(61
)
 
3,195

Income from equity investments
 
3

 
59

 
1

 
13

 
102

 
87

3 
265

Plant operating costs and other
 
(341
)
 
(288
)
 
(12
)
 
(155
)
 
(72
)
 
46

2 
(822
)
Commodity purchases resold
 

 

 

 

 
(324
)
 

 
(324
)
Property taxes
 
(71
)
 
(53
)
 

 
(27
)
 
(1
)
 

 
(152
)
Depreciation and amortization
 
(265
)
 
(163
)
 
(24
)
 
(85
)
 
(33
)
 

 
(570
)
Segmented Earnings
 
280

 
541

 
118

 
390

 
191

 
72

 
1,592

Interest expense
 
(558
)
Allowance for funds used during construction
 
113

Interest income and other
 
(92
)
Income before income taxes
 
1,055

Income tax expense
 
(153
)
Net Income
 
902

Net income attributable to non-controlling interests
 
(76
)
Net Income Attributable to Controlling Interests
 
826

Preferred share dividends
 
(41
)
Net Income Attributable to Common Shares
 
785

1
Includes intersegment eliminations.
2
The Company records intersegment sales at contracted rates. For segmented reporting, these transactions are included as Intersegment revenues in the segment providing the service and Plant operating costs and other in the segment receiving the service. These transactions are eliminated on consolidation. Intersegment profit is recognized when the product or service has been provided to third parties or otherwise realized.
3
Income from equity investments includes foreign exchange gains on the Company's inter-affiliate loan with Sur de Texas. The peso-denominated loan to the Sur de Texas joint venture represents the Company's proportionate share of debt financing for this joint venture.


TRANSCANADA [61
SECOND QUARTER 2018                                        

three months ended June 30, 2017
 
Canadian Natural Gas Pipelines

 
U.S. Natural Gas Pipelines

 
Mexico Natural Gas Pipelines

 
Liquids Pipelines

 
 
 
 
 
 
(unaudited - millions of Canadian $)
 
 
 
 
 
Energy

 
Corporate1
Total

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
922

 
879

 
150

 
501

 
778

 

 
3,230

Intersegment revenues
 

 
10

 

 

 

 
(10
)
2 

 
 
922

 
889

 
150

 
501

 
778

 
(10
)
 
3,230

Income/(loss) from equity investments
 
2

 
57

 
5

 
(1
)
 
142

 
(8
)
3 
197

Plant operating costs and other
 
(328
)
 
(347
)
 
(10
)
 
(147
)
 
(173
)
 
(22
)
2 
(1,027
)
Commodity purchases resold
 

 

 

 

 
(547
)
 

 
(547
)
Property taxes
 
(69
)
 
(48
)
 

 
(22
)
 
(14
)
 

 
(153
)
Depreciation and amortization
 
(222
)
 
(150
)
 
(25
)
 
(80
)
 
(39
)
 

 
(516
)
Gain on sale of assets
 

 

 

 

 
498

 

 
498

Segmented Earnings/(Loss)
 
305

 
401

 
120

 
251

 
645

 
(40
)
 
1,682

Interest expense
 
(524
)
Allowance for funds used during construction
 
121

Interest income and other
 
89

Income before income taxes
 
1,368

Income tax expense
 
(393
)
Net Income
 
975

Net income attributable to non-controlling interests
 
(55
)
Net Income Attributable to Controlling Interests
 
920

Preferred share dividends
 
(39
)
Net Income Attributable to Common Shares
 
881

1
Includes intersegment eliminations.
2
The Company records intersegment sales at contracted rates. For segmented reporting, these transactions are included as Intersegment revenues in the segment providing the service and Plant operating costs and other in the segment receiving the service. These transactions are eliminated on consolidation. Intersegment profit is recognized when the product or service has been provided to third parties or otherwise realized.
3
Income/(loss) from equity investments includes foreign exchange losses on the Company's inter-affiliate loan with Sur de Texas. The peso-denominated loan to the Sur de Texas joint venture represents the Company's proportionate share of debt financing for this joint venture.


TRANSCANADA [62
SECOND QUARTER 2018                                        

six months ended June 30, 2018
 
Canadian Natural Gas Pipelines

 
U.S. Natural Gas Pipelines

 
Mexico Natural Gas Pipelines

 
Liquids Pipelines

 
 
 
 
 
 
(unaudited - millions of Canadian $)
 
 
 
 
 
Energy

 
Corporate1
Total

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
1,838

 
2,021

 
304

 
1,267

 
1,189

 

 
6,619

Intersegment revenues
 

 
81

 

 

 
47

 
(128
)
2 

 
 
1,838

 
2,102

 
304

 
1,267

 
1,236

 
(128
)
 
6,619

Income from equity investments
 
6

 
126

 
12

 
28

 
165

 
8

3 
345

Plant operating costs and other
 
(664
)
 
(612
)
 
(14
)
 
(346
)
 
(171
)
 
111

2 
(1,696
)
Commodity purchases resold
 

 

 

 

 
(921
)
 

 
(921
)
Property taxes
 
(141
)
 
(108
)
 

 
(50
)
 
(3
)
 

 
(302
)
Depreciation and amortization
 
(506
)
 
(319
)
 
(47
)
 
(168
)
 
(65
)
 

 
(1,105
)
Segmented Earnings/(Loss)
 
533

 
1,189

 
255

 
731

 
241

 
(9
)
 
2,940

Interest expense
 
(1,085
)
Allowance for funds used during construction
 
218

Interest income and other
 
(29
)
Income before income taxes
 
2,044

Income tax expense
 
(274
)
Net Income
 
1,770

Net income attributable to non-controlling interests
 
(170
)
Net Income Attributable to Controlling Interests
 
1,600

Preferred share dividends
 
(81
)
Net Income Attributable to Common Shares
 
1,519

1
Includes intersegment eliminations.
2
The Company records intersegment sales at contracted rates. For segmented reporting, these transactions are included as Intersegment revenues in the segment providing the service and Plant operating costs and other in the segment receiving the service. These transactions are eliminated on consolidation. Intersegment profit is recognized when the product or service has been provided to third parties or otherwise realized.
3
Income from equity investments includes foreign exchange gains on the Company's inter-affiliate loan with Sur de Texas. The peso-denominated loan to the Sur de Texas joint venture represents the Company's proportionate share of debt financing for this joint venture.


TRANSCANADA [63
SECOND QUARTER 2018                                        

six months ended June 30, 2017
 
Canadian Natural Gas Pipelines

 
U.S. Natural Gas Pipelines

 
Mexico Natural Gas Pipelines

 
Liquids Pipelines

 
 
 
 
 
 
(unaudited - millions of Canadian $)
 
 
 
 
 
Energy

 
Corporate1
Total

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
1,804

 
1,873

 
293

 
973

 
1,694

 

 
6,637

Intersegment revenues
 

 
21

 

 

 

 
(21
)
2 

 
 
1,804

 
1,894

 
293

 
973

 
1,694

 
(21
)
 
6,637

Income/(loss) from equity investments
 
5

 
122

 
11

 
(1
)
 
242

 
(8
)
3 
371

Plant operating costs and other
 
(640
)
 
(653
)
 
(19
)
 
(292
)
 
(385
)
 
(44
)
2 
(2,033
)
Commodity purchases resold
 

 

 

 

 
(1,090
)
 

 
(1,090
)
Property taxes
 
(138
)
 
(95
)
 

 
(45
)
 
(37
)
 

 
(315
)
Depreciation and amortization
 
(444
)
 
(306
)
 
(47
)
 
(157
)
 
(79
)
 

 
(1,033
)
Gain on sale of assets
 

 

 

 

 
498

 

 
498

Segmented Earnings/(Loss)
 
587

 
962

 
238

 
478

 
843

 
(73
)
 
3,035

Interest expense
 
(1,024
)
Allowance for funds used during construction
 
222

Interest income and other
 
109

Income before income taxes
 
2,342

Income tax expense
 
(593
)
Net Income
 
1,749

Net income attributable to non-controlling interests
 
(145
)
Net Income Attributable to Controlling Interests
 
1,604

Preferred share dividends
 
(80
)
Net Income Attributable to Common Shares
 
1,524

1
Includes intersegment eliminations.
2
The Company records intersegment sales at contracted rates. For segmented reporting, these transactions are included as Intersegment revenues in the segment providing the service and Plant operating costs and other in the segment receiving the service. These transactions are eliminated on consolidation. Intersegment profit is recognized when the product or service has been provided to third parties or otherwise realized.
3
Income/(loss) from equity investments includes foreign exchange losses on the Company's inter-affiliate loan with Sur de Texas. The peso-denominated loan to the Sur de Texas joint venture represents the Company's proportionate share of debt financing for this joint venture.
TOTAL ASSETS 
(unaudited - millions of Canadian $)
 
June 30, 2018

 
December 31, 2017

 
 
 
 
 
Canadian Natural Gas Pipelines
 
17,447

 
16,904

U.S. Natural Gas Pipelines
 
39,786

 
35,898

Mexico Natural Gas Pipelines
 
6,268

 
5,716

Liquids Pipelines
 
16,291

 
15,438

Energy
 
8,368

 
8,503

Corporate
 
4,423

 
3,642

 
 
92,583

 
86,101

 


TRANSCANADA [64
SECOND QUARTER 2018                                        

4. Revenues
In 2014, the FASB issued new guidance on revenue from contracts with customers. The Company adopted the new guidance on January 1, 2018 using the modified retrospective transition method for all contracts that were in effect on the date of adoption. Results reported for 2018 reflect the application of the new guidance, while the 2017 comparative results were prepared and reported under previous revenue recognition guidance which is referred to herein as "legacy U.S. GAAP."
DISAGGREGATION OF REVENUES
The following tables summarizes total Revenues for the three and six months ended June 30, 2018:
three months ended June 30, 2018
(unaudited - millions of Canadian $)
Canadian
Natural
Gas
Pipelines

U.S.
Natural
Gas
Pipelines

Mexico
Natural
Gas
Pipelines

Liquids Pipelines

Energy

Total

 
 
 
 
 
 
 
Revenues from contracts with customers
 
 
 
 
 
 
  Capacity arrangements and transportation
954

785

152

513


2,404

  Power generation




415

415

  Natural gas storage and other

118

1


31

150

 
954

903

153

513

446

2,969

Other revenues1,2

27


131

68

226

 
954

930

153

644

514

3,195

1
Other revenues include income from the Company's financial instruments and lease arrangements within each operating segment. Income from lease arrangements includes certain long term PPAs, as well as certain liquids pipelines capacity and transportation arrangements. These arrangements are not in the scope of the new guidance, therefore, revenues related to these contracts are excluded from revenues from contracts with customers. Refer to Note 12, Risk management and financial instruments, for further information on income from financial instruments.
2
Other revenues from U.S. Natural Gas Pipelines include the amortization of the net regulatory liabilities resulting from U.S. Tax Reform. Refer to Note 7, Income taxes, for further information.
six months ended June 30, 2018
(unaudited - millions of Canadian $)
Canadian
Natural
Gas
Pipelines

U.S.
Natural
Gas
Pipelines

Mexico
Natural
Gas
Pipelines

Liquids Pipelines

Energy

Total

 
 
 
 
 
 
 
Revenues from contracts with customers
 
 
 
 
 
 
  Capacity arrangements and transportation
1,838

1,669

302

1,047


4,856

  Power generation




1,005

1,005

  Natural gas storage and other

310

2

1

61

374

 
1,838

1,979

304

1,048

1,066

6,235

Other revenues1,2

42


219

123

384

 
1,838

2,021

304

1,267

1,189

6,619

1
Other revenues include income from the Company's financial instruments and lease arrangements within each operating segment. Income from lease arrangements includes certain long term PPAs, as well as certain liquids pipelines capacity and transportation arrangements. These arrangements are not in the scope of the new guidance, therefore, revenues related to these contracts are excluded from revenues from contracts with customers. Refer to Note 12, Risk management and financial instruments, for further information on income from financial instruments.
2
Other revenues from U.S. Natural Gas Pipelines include the amortization of the net regulatory liabilities resulting from U.S. Tax Reform. Refer to Note 7, Income taxes, for further information.
Revenues from contracts with customers are recognized net of any taxes collected from customers which are subsequently remitted to governmental authorities. The Company's contracts with customers include natural gas and liquids pipelines capacity arrangements and transportation contracts, power generation contracts, natural gas storage and other contracts.


TRANSCANADA [65
SECOND QUARTER 2018                                        

Canadian Natural Gas Pipelines
Capacity Arrangements and Transportation
Revenues from the Company's Canadian natural gas pipelines are generated from contractual arrangements for committed capacity and from the transportation of natural gas. Revenues earned from firm contracted capacity arrangements are recognized ratably over the term of the contract regardless of the amount of natural gas that is transported. Transportation revenues for interruptible or volumetric-based services are recognized when the service is performed.
Revenues from the Company's Canadian natural gas pipelines are subject to regulatory decisions by the NEB. The tolls charged on these pipelines are based on revenue requirements designed to recover the costs of providing natural gas capacity for transportation services, which includes a return of and return on capital, as approved by the NEB. The Company's Canadian natural gas pipelines are generally not subject to risks related to variances in revenues and most costs. These variances are generally subject to deferral treatment and are recovered or refunded in future tolls. Revenues recognized prior to an NEB decision on rates for that period reflect the NEB's last approved rate of return on common equity (ROE) assumptions. Adjustments to revenues are recorded when the NEB decision is received. Canadian natural gas pipelines' revenues are invoiced and received on a monthly basis. The Company does not take ownership of the natural gas that it transports for customers.
U.S. Natural Gas Pipelines
Capacity Arrangements and Transportation
Revenues from the Company's U.S. natural gas pipelines are generated from contractual arrangements for committed capacity and from the transportation of natural gas. Revenues earned from firm contracted capacity arrangements are generally recognized ratably over the term of the contract regardless of the amount of natural gas that is transported. Transportation revenues for interruptible or volumetric-based services are recognized when the service is performed. The Company has elected to utilize the practical expedient to recognize revenues from its U.S. natural gas pipelines as invoiced.
The Company's U.S. natural gas pipelines are subject to FERC regulations and, as a result, a portion of revenues collected may be subject to refund if invoiced during an interim period when a rate proceeding is ongoing. Allowances for these potential refunds are recognized using management's best estimate based on the facts and circumstances of the proceeding. Any allowances that are recognized during the proceeding process are refunded or retained at the time a regulatory decision becomes final. U.S. natural gas pipelines' revenues are invoiced and received on a monthly basis. The Company does not take ownership of the natural gas that it transports for customers.
Natural Gas Storage and Other
Revenues from the Company's regulated U.S. natural gas storage services are generated mainly from firm committed capacity storage contracts. The performance obligation in these contracts is the reservation of a specified amount of capacity for storage including specifications with regards to the amount of natural gas that can be injected or withdrawn on a daily basis. Revenues are recognized ratably over the contract period for firm committed capacity regardless of the amount of natural gas that is stored, and when gas is injected or withdrawn for interruptible or volumetric-based services. Natural gas storage services revenues are invoiced and received on a monthly basis. The Company does not take ownership of the natural gas that it stores for customers.
Revenues from the Company's midstream natural gas services, including gathering, treating, conditioning, processing, compression and liquids handling services, are generated from contractual arrangements and are recognized ratably over the term of the contract. The Company also owns mineral rights associated with certain natural gas storage facilities. These mineral rights can be leased or contributed to producers of natural gas in return for a royalty interest which is recognized when natural gas is produced. Midstream natural gas service revenues are invoiced and received on a monthly basis. The Company does not take ownership of the natural gas for which it provides midstream services.


TRANSCANADA [66
SECOND QUARTER 2018                                        

Mexico Natural Gas Pipelines
Capacity Arrangements and Transportation
Revenues from the Company's Mexico natural gas pipelines are primarily collected based on CRE-approved negotiated firm capacity contracts and are generally recognized ratably over the term of the contract. For certain firm capacity arrangements, the Company has elected to utilize the practical expedient to recognize revenues as invoiced. Transportation revenues related to interruptible or volumetric-based services are recognized when the service is performed. Other volumes shipped on these pipelines are subject to CRE-approved tariffs and revenues are recognized when the Company has performed the transportation services. Mexico natural gas pipelines' revenues are invoiced and received on a monthly basis. The Company does not take ownership of the natural gas that it transports for customers.
Liquids Pipelines
Capacity Arrangements and Transportation
Revenues from the Company's liquids pipelines are generated mainly from providing customers with firm capacity arrangements to transport crude oil. The performance obligation in these contracts is the reservation of a specified amount of capacity together with the transportation of crude oil on a monthly basis. Revenues earned from these arrangements are recognized ratably over the term of the contract regardless of the amount of crude oil that is transported. Revenues for interruptible or volumetric-based services are recognized when the service is performed. Liquids pipelines' revenues are invoiced and received on a monthly basis. The Company does not take ownership of the crude oil that it transports for customers.
Energy
Power Generation
Revenues from the Company's Energy business are primarily derived from long-term contractual commitments to provide power capacity to meet the demands of the market, and from the sale of electricity to both centralized markets and to customers. Power generation revenues also include revenues from the sale of steam to customers. Revenues and capacity payments are recognized as the services are provided and as electricity and steam is delivered. Power generation revenues are invoiced and received on a monthly basis.
Natural Gas Storage and Other
Non-regulated natural gas storage contracts include park, loan and term storage arrangements. Park and loan contracts allow for fixed injection or withdrawal volumes on specified dates for a specified price. Term storage contracts allow for a maximum amount of gas to be stored over a set period of time. Revenues from park and loan contracts are recognized and invoiced as the injection and withdrawal services are provided and revenues from term storage contracts are recognized ratably over the term of the contract. Term storage revenues are invoiced and received on a monthly basis. Revenues earned from the sale of proprietary natural gas are recognized in the month of delivery. Revenues from ancillary services are recognized as the service is provided. The Company does not take ownership of the natural gas that it stores for customers.
FINANCIAL STATEMENT IMPACT OF ADOPTING REVENUE FROM CONTRACTS WITH CUSTOMERS
The Company adopted the new guidance using the modified retrospective transition method. As a practical expedient under this transition method, the Company is not required to analyze completed contracts at the date of adoption. As a result, the Company made the following adjustments on January 1, 2018.
Capacity Arrangements and Transportation
For certain natural gas pipelines capacity contracts, amounts are invoiced to the customer in accordance with the terms of the contract, however, the related revenues are recognized when the Company satisfies its performance obligation to provide committed capacity ratably over the term of the contract. This difference in timing between revenue recognition and amounts invoiced creates a contract asset or contract liability under the new revenue recognition guidance. Under legacy U.S. GAAP, this difference was recorded as Accounts receivable. Under the new guidance, contract assets are included in Other current assets and contract liabilities are included in Accounts payable and other.


TRANSCANADA [67
SECOND QUARTER 2018                                        

Impact of New Revenue Recognition Guidance on Date of Adoption
The following table illustrates the impact of the adoption of the new revenue recognition guidance on the Company's previously reported consolidated balance sheet line items:
 
As reported

Adjustment

 
(unaudited - millions of Canadian $)
December 31, 2017

January 1, 2018

 
 
 
 
Current Assets
 
 
 
Accounts receivable
2,522

(62
)
2,460

Other1
691

79

770

Current Liabilities
 
 
 
Accounts payable and other2
4,057

17

4,074

1
Adjustment relates to contract assets previously included in Accounts receivable.
2
Adjustment relates to contract liabilities previously included in Accounts receivable.
Pro-forma Financial Statements under Legacy U.S. GAAP
As required by the new revenue recognition guidance, the following tables illustrate the pro-forma impact on the affected line items on the Condensed consolidated balance sheet, as at June 30, 2018, had legacy U.S. GAAP been applied:
 
June 30, 2018
 
As reported

 
Pro-forma using legacy U.S. GAAP

(unaudited - millions of Canadian $)
 
 
 
 
Current Assets
 
 
 
Accounts receivable
2,111

 
2,353

Other
888

 
646

CONTRACT BALANCES
 
(unaudited - millions of Canadian $)
June 30, 2018
 
January 1, 2018
 
 
 
 
 
 
 
Receivables from contracts with customers
1,225

 
1,736

 
Contract assets1
242

 
79

 
Contract liabilities2
24

 
17

 
Long-term contract liabilities3
17

 

1
Recorded as part of Other current assets on the Condensed consolidated balance sheet.
2
Comprised of deferred revenue recorded in Accounts payable and other on the Condensed consolidated balance sheet. During the six months ended June 30, 2018, $17 million of revenue was recognized that was included in the contract liability at the beginning of the period.
3
Comprised of deferred revenue recorded in Other long-term liabilities on the Condensed consolidated balance sheet.
Contract assets primarily relate to the Company’s right to revenues for services completed but not invoiced at the reporting date on long-term committed capacity natural gas pipelines contracts. The change in contract assets is primarily related to the transfer to Accounts receivable when these rights become unconditional and the customer is invoiced as well as the recognition of additional revenues that remains to be invoiced.


TRANSCANADA [68
SECOND QUARTER 2018                                        

FUTURE REVENUES FROM REMAINING PERFORMANCE OBLIGATIONS
As required by the new revenue recognition guidance, the following provides disclosure on future revenues allocated to remaining performance obligations representing contracted revenues that have not yet been recognized. Certain contracts that qualify for the use of one of the following practical expedients are excluded from the future revenues disclosures:
1)
The original expected duration of the contract is one year or less.
2) The Company recognizes revenue from the contract that is equal to the amount invoiced, where the amount invoiced represents the value to the customer of the service performed to date. This is referred to as the "right to invoice" practical expedient.
3)
The variable revenue generated from the contract is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in a series. A single performance obligation in a series occurs when the promises under a contract are a series of distinct services that are substantially the same and have the same pattern of transfer to the customer over time.
The following provides a discussion of the transaction price allocated to future performance obligations as well as practical expedients used by the Company.
Capacity Arrangements and Transportation
As at June 30, 2018, future revenues from long-term capacity arrangements and transportation contracts extending through 2043 are approximately $29.4 billion, of which approximately $2.8 billion is expected to be recognized during the remainder of 2018.
Future revenues from long-term capacity arrangements and transportation contracts do not include constrained variable revenues or arrangements to which the right to invoice practical expedient has been applied. As a result, these amounts are not representative of potential total future revenues expected from these contracts.
Future revenues from the Company's Canadian natural gas pipelines' regulated firm capacity contracts include fixed revenues for the time periods that tolls under current rate settlements are in effect, which is approximately one to three years. Many of these contracts are long-term in nature and revenues from the remaining performance obligations that extend beyond the current rate settlement term are considered to be fully constrained since future tolls remain unknown. Revenues from these contracts will be recognized once the performance obligation to provide capacity has been satisfied and the regulator has approved the applicable tolls. In addition, the Company considers interruptible transportation service revenues to be variable revenues since volumes cannot be estimated. These variable revenues are recognized on a monthly basis when the Company satisfies the performance obligation and have been excluded from the future revenues disclosure as the Company applies the practical expedient related to variable revenues to these contracts. The future variable revenues earned under these contracts are allocated entirely to unsatisfied performance obligations at June 30, 2018.
The Company also applies the right to invoice practical expedient to all of its U.S. and certain of its Mexico regulated natural gas pipeline capacity arrangements and flow-through revenues. Revenues from regulated capacity arrangements are recognized based on current rates and flow-through revenues are earned from the recovery of operating expenses. These revenues are recognized on a monthly basis as the Company performs the services and are excluded from future revenues disclosures.
Revenues from liquids pipelines capacity arrangements have a variable component based on volumes transported. As a result, these variable revenues are excluded from the future revenues disclosures as the Company applies the practical expedient related to variable revenues to these contracts. The future variable revenues earned under these contracts is allocated entirely to unsatisfied performance obligations at June 30, 2018.


TRANSCANADA [69
SECOND QUARTER 2018                                        

Power Generation
The Company has long-term power generation contracts extending through 2032. Revenues from power generation have a variable component related to market prices that are subject to factors outside the Company’s influence. These revenues are considered to be fully constrained and are recognized on a monthly basis when the Company satisfies the performance obligation. The Company applies the practical expedient related to variable revenues to these contracts. As a result, future revenues from these contracts are excluded from the disclosures.
Natural Gas Storage and Other
As at June 30, 2018, future revenues from long-term natural gas storage and other contracts extending through 2033 are approximately $1.3 billion, of which approximately $260 million is expected to be recognized during the remainder of 2018. The Company applies the practical expedients related to contracts that are for a duration of one year or less and where it recognizes variable consideration, and therefore excludes the related revenues from the future revenues disclosure. As a result, this amount is lower than the potential total future revenues from these contracts.
5. Assets held for sale
Cartier Wind
On August 1, 2018, we entered into an agreement to sell our interests in the Cartier Wind power facilities in Québec to Innergex Renewable Energy Inc. for gross proceeds of $630 million before closing adjustments. The sale is expected to be completed in fourth quarter 2018, subject to certain regulatory and other approvals, and result in an estimated gain of $175 million ($130 million after tax) which will be recorded upon closing of the transaction.
At June 30, 2018, the related assets and liabilities in the Energy segment were classified as held for sale as follows:
 
 
 
(unaudited - millions of Canadian $)
 
 
 
 
 
Assets held for sale
 
 
Plant, property and equipment
 
458

Total assets held for sale
 
458

Liabilities related to assets held for sale
 
 
Other long-term liabilities
 
14

Total liabilities related to assets held for sale1
 
14

1
Included in Accounts payable and other on the Condensed consolidated balance sheet.
6. Plant, Property and Equipment, Equity Investments and Goodwill
The Company reviews plant, property and equipment and equity investments for impairment whenever events or changes in circumstances indicate the carrying value of the asset may not be recoverable.
Goodwill is tested for impairment on an annual basis or more frequently if events or changes in circumstance indicate that it might be impaired. The Company can initially make this assessment based on qualitative factors. If the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, then an impairment test is not performed.


TRANSCANADA [70
SECOND QUARTER 2018                                        

In March 2018, FERC proposed changes related to U.S. Tax Reform and income taxes for rate-making purposes in a master limited partnership (MLP) that may have an impact on the future earnings and cash flows of FERC-regulated pipelines. On July 18, 2018, FERC issued final rulings with respect to these changes. Until these pronouncements are implemented through individual rate proceedings or settlements, and the Company and TC PipeLines, LP have fully evaluated their respective alternatives to minimize any negative impact of the proposed FERC changes, the Company believes that it is not more likely than not that the fair value of any of its reporting units is less than its respective carrying value. Therefore, a goodwill impairment test has not been performed during the six months ended June 30, 2018. The Company also determined there is no indication that the carrying values of plant, property and equipment and equity investments potentially impacted by FERC's changes are not recoverable. The Company will continue to monitor developments and assess its goodwill for impairment as well as review its plant, property and equipment and equity investments for recoverability as new information becomes available.
At December 31, 2017, the estimated fair value of Great Lakes exceeded its carrying value by less than 10 per cent. There is a risk that the FERC developments, once finalized, could result in a goodwill impairment charge. The goodwill balance related to Great Lakes is US$573 million at June 30, 2018 (December 31, 2017 – US$573 million). There is also a risk that the goodwill balance related to Tuscarora of US$82 million at June 30, 2018 (December 31, 2017 – US $82 million) could be negatively impacted by the FERC developments.
7. Income taxes
U.S. Tax Reform
Pursuant to the enactment of U.S. Tax Reform, the Company recorded net regulatory liabilities and a corresponding reduction in net deferred income tax liabilities in the amount of $1,686 million at December 31, 2017 related to the Company's U.S. natural gas pipelines subject to rate-regulated accounting. Amounts recorded to adjust income taxes remain provisional as the Company's interpretation, assessment and presentation of the impact of U.S. Tax Reform may be further clarified with additional guidance from regulatory, tax and accounting authorities. Should additional guidance be provided by these authorities or other sources during the one-year measurement period permitted by the SEC, the Company will review the provisional amounts and adjust as appropriate. Other than the amortizations discussed below and the foreign exchange impacts, no adjustments were made to these amounts during the six months ended June 30, 2018. There may be prospective adjustments to the Company's net regulatory liabilities once the final impact of these changes is determined.
Commencing January 1, 2018, the Company has amortized the net regulatory liabilities using the Reverse South Georgia methodology. Under this methodology, rate-regulated entities determine amortization based on their composite depreciation rate and immediately begin recording amortization. Amortization of the net regulatory liabilities in the amount of $15 million and $24 million was recorded for the three and six months ended June 30, 2018 respectively and included in Revenues in the Condensed consolidated statement of income. 
Effective Tax Rates
The effective income tax rates for the six-month periods ended June 30, 2018 and 2017 were 13 per cent and 25 per cent, respectively. The lower effective tax rate in 2018 was primarily the result of the rate change resulting from U.S. Tax Reform and lower flow-through income taxes in Canadian rate-regulated pipelines.


TRANSCANADA [71
SECOND QUARTER 2018                                        

8. Long-term debt
LONG-TERM DEBT ISSUED
The Company issued long-term debt in the six months ended June 30, 2018 as follows:
(unaudited - millions of Canadian $, unless noted otherwise)
 
 
 
 
 
 
 
 
 
Company
 
Issue date
 
Type
 
Maturity Date
 
Amount

 
Interest rate

 
 
 
 
 
 
 
 
 
 
 
TRANSCANADA PIPELINES LIMITED
 
 
 
 
 
 
 
 
 
 
May 2018
 
Senior Unsecured Notes
 
May 2028
 
US 1,000

 
4.25
%
 
 
May 2018
 
Senior Unsecured Notes
 
May 2038
 
US 500

 
4.75
%
 
 
May 2018
 
Senior Unsecured Notes
 
May 2048
 
US 1,000

 
4.875
%
LONG-TERM DEBT RETIRED
The Company retired long-term debt in the six months ended June 30, 2018 as follows:
(unaudited - millions of Canadian $, unless noted otherwise)
 
 
 
 
 
 
 
 
Company
 
Retirement date
 
Type
 
Amount

 
Interest rate

 
 
 
 
 
 
 
 
 
COLUMBIA PIPELINE GROUP, INC.
 
 
 
 
 
 
 
 
June 2018
 
Senior Unsecured Notes
 
US 500

 
2.45
%
PORTLAND NATURAL GAS TRANSMISSION SYSTEM
 
 
 
 
 
 
 
 
May 2018
 
Senior Secured Notes
 
US 18

 
5.9
%
TRANSCANADA PIPELINES LIMITED
 
 
 
 
 
 
 
 
March 2018
 
Debentures
 
150

 
9.45
%
 
 
January 2018
 
Senior Unsecured Notes
 
US 500

 
1.875
%
 
 
January 2018
 
Senior Unsecured Notes
 
US 250

 
Floating

GREAT LAKES GAS TRANSMISSION LIMITED PARTNERSHIP
 
 
 
 
 
 
March 2018
 
Senior Unsecured Notes
 
US 9

 
6.73
%
CAPITALIZED INTEREST
In the three and six months ended June 30, 2018, TransCanada capitalized interest related to capital projects of $30 million and $56 million, respectively (2017 – $56 million and $101 million, respectively).
9. Common shares
TRANSCANADA CORPORATION ATM EQUITY ISSUANCE PROGRAM
In the three months ended June 30, 2018, the Company issued 8.1 million common shares under the TransCanada ATM program at an average price of $54.63 per common share for gross proceeds of $443 million. Related commissions and fees totaled approximately $4 million resulting in net proceeds of $439 million. In the six months ended June 30, 2018, the Company issued 13.9 million common shares at an average price of $55.42 per common share for gross proceeds of $772 million. Related commissions and fees totaled approximately $7 million resulting in net proceeds of $765 million.
In June 2018, the Company announced that it has replenished the capacity available under its existing Corporate ATM program. This allows for the issuance of additional common shares from treasury for an aggregate gross sales price of up to $1.0 billion, for a revised total of $2.0 billion or its U.S. dollar equivalent (Amended Corporate ATM program). The Amended Corporate ATM program is effective to July 23, 2019.


TRANSCANADA [72
SECOND QUARTER 2018                                        

10. Other comprehensive income/(loss) and accumulated other comprehensive loss
Components of other comprehensive income/(loss), including the portion attributable to non-controlling interests and related tax effects, are as follows: 
three months ended June 30, 2018
 
 
 
 
 
 
(unaudited - millions of Canadian $)
 
Before Tax Amount

 
Income Tax Recovery/(Expense)

 
Net of Tax Amount

 
 
 
 
 
 
 
Foreign currency translation gains on net investment in foreign operations
 
254

 
5

 
259

Change in fair value of net investment hedges
 
(17
)
 
4

 
(13
)
Change in fair value of cash flow hedges
 
(3
)
 
1

 
(2
)
Reclassification to net income of gains and losses on cash flow hedges
 
9

 
(2
)
 
7

Reclassification of actuarial gains and losses on pension and other post-retirement benefit plans
 
4

 
(2
)
 
2

Other comprehensive income on equity investments
 
6

 

 
6

Other comprehensive income
 
253

 
6

 
259

three months ended June 30, 2017
 
 
 
 
 
 
(unaudited - millions of Canadian $)
 
Before Tax Amount

 
Income Tax Recovery/(Expense)

 
Net of Tax Amount

 
 
 
 
 
 
 
Foreign currency translation losses on net investment in foreign operations
 
(265
)
 
(4
)
 
(269
)
Reclassification of foreign currency translation gains on net investment on disposal of foreign operations
 
(77
)
 

 
(77
)
Change in fair value of net investment hedges
 
(1
)
 

 
(1
)
Change in fair value of cash flow hedges
 
(2
)
 

 
(2
)
Reclassification to net income of gains and losses on cash flow hedges
 
(2
)
 
1

 
(1
)
Reclassification of actuarial gains and losses on pension and other post-retirement benefit plans
 
5

 
(1
)
 
4

Other comprehensive loss
 
(342
)
 
(4
)
 
(346
)
six months ended June 30, 2018
 
 
 


 
 
(unaudited - millions of Canadian $)
 
Before Tax Amount

 
Income Tax Recovery/(Expense)

 
Net of Tax Amount

 
 
 
 
 
 
 
Foreign currency translation gains on net investment in foreign operations
 
670

 
21

 
691

Change in fair value of net investment hedges
 
(20
)
 
5

 
(15
)
Change in fair value of cash flow hedges
 
3

 
2

 
5

Reclassification to net income of gains and losses on cash flow hedges
 
13

 
(3
)
 
10

Reclassification of actuarial gains and losses on pension and other post-retirement benefit plans
 
8

 
(8
)
 

Other comprehensive income on equity investments
 
13

 
(1
)
 
12

Other comprehensive income
 
687

 
16

 
703



TRANSCANADA [73
SECOND QUARTER 2018                                        

six months ended June 30, 2017
 
 
 


 
 
(unaudited - millions of Canadian $)
 
Before Tax Amount

 
Income Tax Recovery/(Expense)

 
Net of Tax Amount

 
 
 
 
 
 
 
Foreign currency translation losses on net investment in foreign operations
 
(353
)
 
2

 
(351
)
Reclassification of foreign currency translation gains on net investment on disposal of foreign operations
 
(77
)
 

 
(77
)
Change in fair value of net investment hedges
 
(3
)
 
1

 
(2
)
Change in fair value of cash flow hedges
 
4

 
(1
)
 
3

Reclassification to net income of gains and losses on cash flow hedges
 
(2
)
 
1

 
(1
)
Reclassification of actuarial gains and losses on pension and other post-retirement benefit plans
 
10

 
(3
)
 
7

Other comprehensive income on equity investments
 
4

 
(1
)
 
3

Other comprehensive loss
 
(417
)
 
(1
)
 
(418
)
The changes in AOCI by component are as follows:
three months ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
(unaudited - millions of Canadian $)
 
Currency Translation Adjustments

 
Cash Flow Hedges

 
Pension and OPEB Plan Adjustments

 
Equity Investments

 
Total1

 
 
 
 
 
 
 
 
 
 
 
AOCI balance at April 1, 2018
 
(670
)
 
(29
)
 
(205
)
 
(449
)
 
(1,353
)
Other comprehensive income/(loss) before reclassifications2
 
208

 
(2
)
 

 

 
206

Amounts reclassified from accumulated other comprehensive loss3
 

 
5

 
2

 
6

 
13

Net current period other comprehensive
income
 
208

 
3

 
2

 
6

 
219

AOCI balance at June 30, 2018
 
(462
)
 
(26
)
 
(203
)
 
(443
)
 
(1,134
)
1
All amounts are net of tax. Amounts in parentheses indicate losses recorded to OCI.
2
Other comprehensive income/(loss) before reclassifications on currency translation adjustments and cash flow hedges is net of non-controlling interest gains of $38 million and nil, respectively.
3
Amounts reclassified from AOCI on cash flow hedges and equity investments is net of non-controlling interest gains of $2 million and nil, respectively.
six months ended June 30, 2018
 
Currency

 
 
 
Pension and

 
 
 
 
(unaudited - millions of Canadian $)
 
Translation Adjustments

 
Cash Flow Hedges

 
OPEB Plan Adjustments

 
Equity Investments

 
Total1

 
 
 
 
 
 
 
 
 
 
 
AOCI balance at January 1, 2018
 
(1,043
)
 
(31
)
 
(203
)
 
(454
)
 
(1,731
)
Other comprehensive income/(loss) before reclassifications2,3
 
581

 
(2
)
 

 

 
579

Amounts reclassified from accumulated other comprehensive loss 4
 

 
7

 

 
11

 
18

Net current period other comprehensive
income
 
581

 
5

 


11

 
597

AOCI balance at June 30, 2018
 
(462
)
 
(26
)
 
(203
)
 
(443
)
 
(1,134
)
1
All amounts are net of tax. Amounts in parentheses indicate losses recorded to OCI.
2
Other comprehensive income/(loss) before reclassifications on currency translation adjustments and cash flow hedges is net of non-controlling interest gains of $95 million and $7 million, respectively.
3
Losses related to cash flow hedges reported in AOCI and expected to be reclassified to net income in the next 12 months are estimated to be $21 million ($15 million, net of tax) at June 30, 2018. These estimates assume constant commodity prices, interest rates and foreign exchange rates over time, however, the amounts reclassified will vary based on the actual value of these factors at the date of settlement.
4
Amounts reclassified from AOCI on cash flow hedges and equity investments are net of non-controlling interest gains of $3 million and $1 million, respectively.


TRANSCANADA [74
SECOND QUARTER 2018                                        

Details about reclassifications out of AOCI into the Condensed consolidated statement of income are as follows: 
 
 
Amounts Reclassified From
AOCI
 
Affected line item
in the Condensed
consolidated statement of income
 
 
three months ended
June 30
 
six months ended
June 30
 
(unaudited - millions of Canadian $)
 
2018

 
2017

 
2018

2017

 
 
 
 
 
 
 
 
 
 
 
Cash flow hedges
 
 
 
 
 
 
 
 
 
Commodities
 
(2
)
 
7

 
(1
)
11

 
Revenues (Energy)
Interest
 
(5
)
 
(5
)
 
(9
)
(9
)
 
Interest expense
 
 
(7
)
 
2

 
(10
)
2

 
Total before tax
 
 
2

 
(1
)
 
3

(1
)
 
Income tax expense
 
 
(5
)
 
1

 
(7
)
1

 
Net of tax1,3
Pension and other post-retirement benefit plan adjustments
 
 
 
 

 




 
 
Amortization of actuarial gains and losses
 
(4
)
 
(4
)
 
(8
)
(8
)
 
Plant operating costs and other2
 
 
2

 
1

 
8

3

 
Income tax expense
 
 
(2
)
 
(3
)
 

(5
)
 
Net of tax1
Equity investments
 
 
 
 
 
 
 
 
 
  Equity income
 
(6
)
 

 
(13
)
(4
)
 
Income from equity investments
 
 

 

 
2

1

 
Income tax expense
 
 
(6
)
 

 
(11
)
(3
)
 
Net of tax1,3
Currency translation adjustments
 
 
 
 
 
 
 
 
 
Realization of foreign currency translation gain on disposal of foreign operations
 

 
77

 

77

 
Gain on sale of assets
 
 

 

 


 
Income tax expense
 
 

 
77

 

77

 
Net of tax1
1
All amounts in parentheses indicate expenses to the Condensed consolidated statement of income.
2
These accumulated other comprehensive loss components are included in the computation of net benefit cost. Refer to Note 11, Employee post-retirement benefits, for further information.
3
Amounts reclassified from AOCI on cash flow hedges and equity investments is net of non-controlling interest gains of $2 million and nil, respectively for the three months ended June 30, 2018 (2017 - nil and nil) and $3 million and $1 million, respectively for the six months ended June 30, 2018 (2017 - nil and nil).


TRANSCANADA [75
SECOND QUARTER 2018                                        

11. Employee post-retirement benefits
The net benefit cost recognized for the Company’s benefit pension plans and other post-retirement benefit plans is as follows:
 
 
three months ended June 30
 
six months ended June 30
 
 
Pension benefit plans
 
Other post-retirement benefit plans
 
Pension benefit plans
 
Other post-retirement benefit plans
(unaudited - millions of Canadian $)
 
2018

 
2017

 
2018

 
2017

 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service cost1
 
31

 
27

 
1

 
1

 
61

 
56

 
2

 
2

Other components of net benefit cost1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest cost
 
34

 
28

 
4

 
3

 
67

 
62

 
7

 
7

Expected return on plan assets
 
(55
)
 
(39
)
 
(4
)
 
(6
)
 
(110
)
 
(89
)
 
(8
)
 
(11
)
Amortization of actuarial loss
 
3

 
4

 
1

 

 
7

 
8

 
1

 

Amortization of regulatory asset
 
4

 
1

 

 
1

 
9

 
7

 

 
1

 
 
(14
)
 
(6
)
 
1

 
(2
)
 
(27
)
 
(12
)
 

 
(3
)
Net Benefit Cost
 
17

 
21

 
2

 
(1
)
 
34

 
44

 
2

 
(1
)
 
1
Service cost and other components of net benefit cost are included in Plant operating costs and other in the Condensed consolidated statement of income.
12. Risk management and financial instruments 
RISK MANAGEMENT OVERVIEW
TransCanada has exposure to market risk and counterparty credit risk, and has strategies, policies and limits in place to manage the impact of these risks on earnings and cash flow.
COUNTERPARTY CREDIT RISK
TransCanada’s maximum counterparty credit exposure with respect to financial instruments at June 30, 2018, without taking into account security held, consisted of cash and cash equivalents, accounts receivable, available for sale assets, derivative assets and loans receivable. The Company regularly reviews its accounts receivable and records an allowance for doubtful accounts as necessary using the specific identification method. At June 30, 2018, there were no significant amounts past due or impaired, no significant credit risk concentration and no significant credit losses during the period.
LOAN RECEIVABLE FROM AFFILIATE
Related party transactions are conducted in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
The Company holds a 60 per cent equity interest in a joint venture with IEnova to build, own and operate the Sur de Texas pipeline. The Company accounts for the joint venture as an equity investment. In 2017, the Company entered into a MXN$21.3 billion unsecured revolving credit facility with the joint venture, which bears interest at a floating rate and matures in March 2022. Draws on the credit facility result in a loan receivable from the joint venture representing the Company's proportionate share of the debt financing requirements advanced to the joint venture. At June 30, 2018, the balance of the Company's loan receivable from the joint venture totaled MXN$17.5 billion or $1.2 billion (December 31, 2017MXN$14.4 billion or $919 million) and Interest income and other included $29 million and $56 million of interest income on this loan receivable for the three and six months ended June 30, 2018 (2017 – $3 million and $3 million). Amounts recognized in Interest income and other are offset by a corresponding proportionate share of interest expense recorded in Income from equity investments.


TRANSCANADA [76
SECOND QUARTER 2018                                        

NET INVESTMENT IN FOREIGN OPERATIONS
The Company hedges its net investment in foreign operations (on an after-tax basis) with U.S. dollar-denominated debt, cross-currency interest rate swaps and foreign exchange forward contracts and options.
The fair values and notional amounts for the derivatives designated as a net investment hedge were as follows:
 
 
June 30, 2018
 
December 31, 2017
(unaudited - millions of Canadian $, unless noted otherwise)

Fair value1,2


Notional amount

Fair value1,2


Notional amount
 
 
 
 
 
 
 
 
 
U.S. dollar cross-currency interest rate swaps (maturing 2018 to 2019)3

(80
)
 
US 500
 
(199
)
 
US 1,200
U.S. dollar foreign exchange options (maturing 2018 to 2019)

(16
)
 
US 2,000
 
5

 
US 500
 

(96
)
 
US 2,500
 
(194
)
 
US 1,700
1
Fair value equals carrying value.
2
No amounts have been excluded from the assessment of hedge effectiveness.
3
In the three and six months ended June 30, 2018, Net income includes net realized gains of nil and $1 million, respectively (2017$1 million and $2 million, respectively) related to the interest component of cross-currency swap settlements which are reported within Interest expense.
The notional amounts and fair value of U.S. dollar-denominated debt designated as a net investment hedge were as follows:
(unaudited - millions of Canadian $, unless noted otherwise)
 
June 30, 2018
 
December 31, 2017
 
 
 
 
 
Notional amount
 
29,000 (US 22,000)
 
25,400 (US 20,200)
Fair value
 
30,800 (US 23,400)
 
28,900 (US 23,100)
FINANCIAL INSTRUMENTS
Non-derivative financial instruments
Fair value of non-derivative financial instruments
Available for sale assets are recorded at fair value which is calculated using quoted market prices where available. Certain non-derivative financial instruments included in Cash and cash equivalents, Accounts receivable, Intangible and other assets, Notes payable, Accounts payable and other, Accrued interest and Other long-term liabilities have carrying amounts that approximate their fair value due to the nature of the item or the short time to maturity. Each of these instruments are classified in Level II of the fair value hierarchy.
Credit risk has been taken into consideration when calculating the fair value of non-derivative instruments.


TRANSCANADA [77
SECOND QUARTER 2018                                        

Balance sheet presentation of non-derivative financial instruments
The following table details the fair value of the Company's non-derivative financial instruments, excluding those where carrying amounts approximate fair value, which are classified in Level II of the fair value hierarchy: 
 
 
June 30, 2018
 
December 31, 2017
(unaudited - millions of Canadian $)
 
Carrying
amount

 
Fair
value

 
Carrying
amount

 
Fair
value

 
 
 
 
 
 
 
 
 
Long-term debt including current portion1,2
 
(37,395
)
 
(40,762
)
 
(34,741
)
 
(40,180
)
Junior subordinated notes
 
(7,284
)
 
(7,101
)
 
(7,007
)
 
(7,233
)
 
 
(44,679
)
 
(47,863
)
 
(41,748
)
 
(47,413
)
1
Long-term debt is recorded at amortized cost except for US$1.3 billion (December 31, 2017US$1.1 billion) that is attributed to hedged risk and recorded at fair value.
2
Net income for the three and six months ended June 30, 2018 includes unrealized losses of $1 million and unrealized gains of $4 million, respectively, (2017losses of $1 million and gains of $1 million, respectively) for fair value adjustments attributable to the hedged interest rate risk associated with interest rate swap fair value hedging relationships on US$1.3 billion of long-term debt at June 30, 2018 (December 31, 2017US$1.1 billion). There were no other unrealized gains or losses from fair value adjustments to the non-derivative financial instruments.
Available for sale assets summary
The following tables summarize additional information about the Company's restricted investments that are classified as available for sale assets:
 
June 30, 2018
 
December 31, 2017
(unaudited - millions of Canadian $)
LMCI restricted investments

 
Other restricted investments1

 
LMCI restricted investments

 
Other restricted investments1

 
 
 
 
 
 
 
 
Fair values of fixed income securities2
 
 
 
 
 
 
 
Maturing within 1 year

 
24

 

 
23

Maturing within 1-5 years

 
105

 

 
107

Maturing within 5-10 years
85

 

 
14

 

Maturing after 10 years
857

 

 
790

 

 
942

 
129

 
804

 
130

1
Other restricted investments have been set aside to fund insurance claim losses to be paid by the Company's wholly-owned captive insurance subsidiary.
2
Available for sale assets are recorded at fair value and included in Other current assets and Restricted investments on the Condensed consolidated balance sheet.
 
 
June 30, 2018
 
June 30, 2017
(unaudited - millions of Canadian $)
 
LMCI restricted investments1

 
Other restricted investments2

 
LMCI restricted investments1

 
Other restricted investments2

 
 
 
 
 
 
 
 
 
Net unrealized gains in the period
 
 
 
 
 
 
 
 
 three months ended
 
3

 

 
13

 

 six months ended
 
5

 
1

 
15

 

Net realized losses in the period
 
 

 
 

 
 
 
 
 three months ended
 
(3
)
 

 
(1
)
 

 six months ended
 
(3
)
 

 
(1
)
 

1
Gains and losses arising from changes in the fair value of LMCI restricted investments impact the subsequent amounts to be collected through tolls to cover future pipeline abandonment costs. As a result, the Company records these gains and losses as regulatory assets or liabilities.
2
Gains and losses on other restricted investments are included in Interest income and other.


TRANSCANADA [78
SECOND QUARTER 2018                                        

Derivative instruments
Fair value of derivative instruments
The fair value of foreign exchange and interest rate derivatives has been calculated using the income approach which uses period-end market rates and applies a discounted cash flow valuation model. The fair value of commodity derivatives has been calculated using quoted market prices where available. In the absence of quoted market prices, third-party broker quotes or other valuation techniques have been used. The fair value of options has been calculated using the Black-Scholes pricing model. Credit risk has been taken into consideration when calculating the fair value of derivative instruments.
In some cases, even though the derivatives are considered to be effective economic hedges, they do not meet the specific criteria for hedge accounting treatment or are not designated as a hedge and are accounted for at fair value with changes in fair value recorded in net income in the period of change. This may expose the Company to increased variability in reported earnings because the fair value of the derivative instruments can fluctuate significantly from period to period.
Balance sheet presentation of derivative instruments
The balance sheet classification of the fair value of derivative instruments is as follows:
at June 30, 2018
Cash Flow Hedges

 
Fair Value Hedges

 
Net Investment Hedges

 
Held for Trading

 
Total Fair Value of Derivative Instruments1

(unaudited - millions of Canadian $)
 
 
 
 
 
 
 
 
 
 
Other current assets
 
 
 
 
 
 
 
 
 
Commodities2

 

 

 
221

 
221

Foreign exchange

 

 
10

 
11

 
21

Interest rate
4

 

 

 

 
4

 
4

 

 
10

 
232

 
246

Intangible and other assets
 
 
 
 
 
 
 
 
 
Commodities2

 

 

 
46

 
46

Foreign exchange

 

 
2

 

 
2

Interest rate
15

 

 

 

 
15

 
15

 

 
2

 
46

 
63

Total Derivative Assets
19

 

 
12

 
278

 
309

Accounts payable and other
 
 
 
 
 
 
 
 
 
Commodities2
(8
)
 

 

 
(158
)
 
(166
)
Foreign exchange

 

 
(93
)
 
(90
)
 
(183
)
Interest rate

 
(6
)
 

 

 
(6
)
 
(8
)
 
(6
)
 
(93
)
 
(248
)
 
(355
)
Other long-term liabilities
 
 
 
 
 
 
 
 
 
Commodities2
(2
)
 

 

 
(32
)
 
(34
)
Foreign exchange

 

 
(15
)
 

 
(15
)
Interest rate

 
(3
)
 

 

 
(3
)
 
(2
)
 
(3
)
 
(15
)
 
(32
)
 
(52
)
Total Derivative Liabilities
(10
)
 
(9
)
 
(108
)
 
(280
)
 
(407
)
Total Derivatives
9

 
(9
)
 
(96
)
 
(2
)
 
(98
)
1
Fair value equals carrying value.
2
Includes purchases and sales of power, natural gas and liquids.


TRANSCANADA [79
SECOND QUARTER 2018                                        

at December 31, 2017
Cash Flow Hedges

 
Fair Value Hedges

 
Net Investment Hedges

 
Held for Trading

 
Total Fair Value of Derivative Instruments1

(unaudited - millions of Canadian $)
 
 
 
 
 
 
 
 
 
 
Other current assets
 
 
 
 
 
 
 
 
 
Commodities2
1

 

 

 
249

 
250

Foreign exchange

 

 
8

 
70

 
78

Interest rate
3

 

 

 
1

 
4

 
4

 

 
8

 
320

 
332

Intangible and other assets
 
 
 
 
 
 
 
 
 
Commodities2

 

 

 
69

 
69

Interest rate
4

 

 

 

 
4

 
4

 

 

 
69

 
73

Total Derivative Assets
8

 

 
8

 
389

 
405

Accounts payable and other
 
 
 
 
 
 
 
 
 
Commodities2
(6
)
 

 

 
(208
)
 
(214
)
Foreign exchange

 

 
(159
)
 
(10
)
 
(169
)
Interest rate

 
(4
)
 

 

 
(4
)
 
(6
)
 
(4
)
 
(159
)
 
(218
)
 
(387
)
Other long-term liabilities
 
 
 
 
 
 
 
 
 
Commodities2
(2
)
 

 

 
(26
)
 
(28
)
Foreign exchange

 

 
(43
)
 

 
(43
)
Interest rate

 
(1
)
 

 

 
(1
)
 
(2
)
 
(1
)
 
(43
)
 
(26
)
 
(72
)
Total Derivative Liabilities
(8
)
 
(5
)
 
(202
)
 
(244
)
 
(459
)
Total Derivatives

 
(5
)
 
(194
)
 
145

 
(54
)
1
Fair value equals carrying value.
2
Includes purchases and sales of power, natural gas and liquids.
The majority of derivative instruments held for trading have been entered into for risk management purposes and all are subject to the Company's risk management strategies, policies and limits. These include derivatives that have not been designated as hedges or do not qualify for hedge accounting treatment but have been entered into as economic hedges to manage the Company's exposures to market risk.
Derivatives in fair value hedging relationships
The following table details amounts recorded on the Condensed consolidated balance sheet in relation to cumulative adjustments for fair value hedges included in the carrying amount of the hedged liabilities:
 
 
Carrying amount
 
Fair value hedging adjustments1
(unaudited - millions of Canadian $)
 
June 30, 2018

 
December 31, 2017

 
June 30, 2018

 
December 31, 2017

 
 
 
 
 
 
 
 
 
Current portion of long-term debt
 
(1,114
)
 
(688
)
 
4

 
1

Long-term debt
 
(520
)
 
(685
)
 
5

 
4

 
 
(1,634
)
 
(1,373
)
 
9

 
5

1
At June 30, 2018 and December 31, 2017, adjustments for discontinued hedging relationships included in the balance were nil.


TRANSCANADA [80
SECOND QUARTER 2018                                        

Notional and Maturity Summary
The maturity and notional principal or quantity outstanding related to the Company's derivative instruments excluding hedges of the net investment in foreign operations is as follows:
at June 30, 2018
Power

 
Natural Gas

 
Liquids

 
Foreign Exchange

 
Interest

(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchases1
38,381

 
87

 
40

 

 

Sales1
27,191

 
92

 
52

 

 

Millions of U.S. dollars

 

 

 
3,504

 
2,450

Maturity dates
2018-2022

 
2018-2021

 
2018-2019

 
2018-2019

 
2018-2028

1
Volumes for power, natural gas and liquids derivatives are in GWh, Bcf and MMBbls, respectively.
at December 31, 2017
Power

 
Natural
Gas

 
Liquids

 
Foreign Exchange

 
Interest

(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchases1
66,132

 
133

 
6

 

 

Sales1
42,836

 
135

 
7

 

 

Millions of U.S. dollars

 

 

 
2,931

 
2,300

Millions of Mexican pesos

 

 

 
100

 

Maturity dates
2018-2022

 
2018-2021

 
2018

 
2018

 
2018-2022

1
Volumes for power, natural gas and liquids derivatives are in GWh, Bcf and MMBbls, respectively.
Unrealized and realized gains/(losses) on derivative instruments
The following summary does not include hedges of the net investment in foreign operations.
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of Canadian $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Derivative Instruments Held for Trading1
 
 
 
 
 
 
 
 
Amount of unrealized gains/(losses) in the period
 
 
 
 
 
 
 
 
Commodities2
 
99

 
(91
)
 
(10
)
 
(147
)
Foreign exchange
 
(60
)
 
41

 
(139
)
 
56

Amount of realized gains/(losses) in the period
 
 
 
 
 
 
 
 
Commodities
 
19

 
(37
)
 
129

 
(85
)
Foreign exchange
 
4

 
(5
)
 
19

 
(9
)
Derivative Instruments in Hedging Relationships
 
 
 
 
 
 
 
 
Amount of realized (losses)/gains in the period
 
 
 
 
 
 
 
 
Commodities
 
(4
)
 
7

 
(1
)
 
13

Foreign exchange
 

 

 

 
5

Interest rate
 

 

 
1

 
1

1
Realized and unrealized gains and losses on held for trading derivative instruments used to purchase and sell commodities are included on a net basis in Revenues. Realized and unrealized gains and losses on interest rate and foreign exchange held for trading derivative instruments are included on a net basis in Interest expense and Interest income and other, respectively.
2
In the three and six months ended June 30, 2018 and 2017, there were no gains or losses included in Net Income relating to discontinued cash flow hedges where it was probable that the anticipated transaction would not occur.


TRANSCANADA [81
SECOND QUARTER 2018                                        

Derivatives in cash flow hedging relationships
The components of OCI related to the change in fair value of derivatives in cash flow hedging relationships including the portion attributable to non-controlling interests are as follows: 
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of Canadian $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Change in fair value of derivative instruments recognized in OCI (effective portion)1
 
 
 
 
 
 
 
 
Commodities
 
(3
)
 
(2
)
 
(6
)
 
3

Interest rate
 

 

 
9

 
1

 
 
(3
)
 
(2
)
 
3

 
4

1
Amounts presented are pre-tax. No amounts have been excluded from the assessment of hedge effectiveness. Amounts in parentheses indicate losses recorded to OCI and AOCI.
Effect of fair value and cash flow hedging relationships
The following tables detail amounts presented on the Condensed consolidated statement of income in which the effects of fair value or cash flow hedging relationships are recorded.
 
 
three months ended June 30
 
 
Revenues (Energy)
 
Interest Expense
(unaudited - millions of Canadian $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Total Amount Presented in the Condensed Consolidated Statement of Income
 
514

 
778

 
(558
)
 
(524
)
Fair Value Hedges
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
Hedged items
 

 

 
(22
)
 
(19
)
Derivatives designated as hedging instruments
 

 

 
(2
)
 
1

Cash Flow Hedges
 


 


 


 


Reclassification of gains/(losses) on derivative instruments from AOCI to
net income
 
 
 
 
 
 
 
 
Interest rate contracts1
 

 

 
3

 
1

Commodity contracts2
 
2

 
(7
)
 

 

Reclassification of gains on derivative instruments from AOCI to net income as a result of forecasted transactions that are no longer probable of occurring
 
 
 
 
 
 
 
 
Interest rate contracts1
 

 

 
4

 
4

1
Refer to Note 10, Other comprehensive income/(loss) and accumulated other comprehensive loss, for the components of OCI related to derivatives in cash flow hedging relationships including the portion attributable to non-controlling interests.
2
There are no amounts recognized in earnings that were excluded from effectiveness testing.


TRANSCANADA [82
SECOND QUARTER 2018                                        

 
 
six months ended June 30
 
 
Revenues (Energy)
 
Interest Expense
(unaudited - millions of Canadian $)
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
Total Amount Presented in the Condensed Consolidated Statement of Income
 
1,189

 
1,694

 
(1,085
)
 
(1,024
)
Fair Value Hedges
 
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
 
Hedged items
 

 

 
(42
)
 
(38
)
Derivatives designated as hedging instruments
 

 

 
(2
)
 
2

Cash Flow Hedges
 
 
 
 
 
 
 
 
Reclassification of gains/(losses) on derivative instruments from AOCI to
net income
 
 
 
 
 
 
 
 
Interest rate contracts1
 

 

 
4

 
1

Commodity contracts2
 
1

 
(11
)
 

 

Reclassification of gains on derivative instruments from AOCI to net income as a result of forecasted transactions that are no longer probable of occurring
 
 
 
 
 
 
 
 
Interest rate contracts1
 

 

 
8

 
8

1
Refer to Note 10, Other comprehensive income/(loss) and accumulated other comprehensive loss, for the components of OCI related to derivatives in cash flow hedging relationships including the portion attributable to non-controlling interests.
2
There are no amounts recognized in earnings that were excluded from effectiveness testing.
Offsetting of derivative instruments
The Company enters into derivative contracts with the right to offset in the normal course of business as well as in the event of default. TransCanada has no master netting agreements, however, similar contracts are entered into containing rights to offset. The Company has elected to present the fair value of derivative instruments with the right to offset on a gross basis in the balance sheet. The following table shows the impact on the presentation of the fair value of derivative instrument assets and liabilities on the Condensed consolidated balance sheet had the Company elected to present these contracts on a net basis:
at June 30, 2018
 
Gross derivative instruments

 
Amounts available for offset1

 
Net amounts

(unaudited - millions of Canadian $)
 
 
 
 
 
 
 
 
 
 
Derivative instrument assets
 
 
 
 
 
 
Commodities
 
267

 
(139
)
 
128

Foreign exchange
 
23

 
(23
)
 

Interest rate
 
19

 
(1
)
 
18

 
 
309

 
(163
)
 
146

Derivative instrument liabilities
 
 

 
 

 
 

Commodities
 
(200
)
 
139

 
(61
)
Foreign exchange
 
(198
)
 
23

 
(175
)
Interest rate
 
(9
)
 
1

 
(8
)
 
 
(407
)
 
163

 
(244
)
1
Amounts available for offset do not include cash collateral pledged or received.


TRANSCANADA [83
SECOND QUARTER 2018                                        

at December 31, 2017
 
Gross derivative instruments

 
Amounts available for offset1

 
Net amounts

(unaudited - millions of Canadian $)
 
 
 
 
 
 
 
 
 
 
Derivative instrument assets
 
 
 
 
 
 
Commodities
 
319

 
(198
)
 
121

Foreign exchange
 
78

 
(56
)
 
22

Interest rate
 
8

 
(1
)
 
7

 
 
405

 
(255
)
 
150

Derivative instrument liabilities
 
 

 
 

 
 

Commodities
 
(242
)
 
198

 
(44
)
Foreign exchange
 
(212
)
 
56

 
(156
)
Interest rate
 
(5
)
 
1

 
(4
)
 
 
(459
)
 
255

 
(204
)
1
Amounts available for offset do not include cash collateral pledged or received.
With respect to the derivative instruments presented above, the Company provided cash collateral of $125 million and letters of credit of $12 million as at June 30, 2018 (December 31, 2017$165 million and $30 million) to its counterparties. At June 30, 2018, the Company held nil in cash collateral and $1 million in letters of credit (December 31, 2017nil and $3 million) from counterparties on asset exposures.
Credit risk related contingent features of derivative instruments
Derivative contracts entered into to manage market risk often contain financial assurance provisions that allow parties to the contracts to manage credit risk. These provisions may require collateral to be provided if a credit-risk-related contingent event occurs, such as a downgrade in the Company’s credit rating to non-investment grade.
Based on contracts in place and market prices at June 30, 2018, the aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position was $2 million (December 31, 2017$2 million), for which the Company did not provide collateral in the normal course of business at June 30, 2018 or December 31, 2017. If the credit-risk-related contingent features in these agreements were triggered on June 30, 2018, the Company would have been required to provide collateral of $2 million (December 31, 2017$2 million) to its counterparties. Collateral may also need to be provided should the fair value of derivative instruments exceed pre-defined contractual exposure limit thresholds.
The Company has sufficient liquidity in the form of cash and undrawn committed revolving credit facilities to meet these contingent obligations should they arise.


TRANSCANADA [84
SECOND QUARTER 2018                                        

FAIR VALUE HIERARCHY
The Company’s financial assets and liabilities recorded at fair value have been categorized into three categories based on a fair value hierarchy.
Levels
How fair value has been determined
Level I
Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date. An active market is a market in which frequency and volume of transactions provides pricing information on an ongoing basis.
Level II
Valuation based on the extrapolation of inputs, other than quoted prices included within Level I, for which all significant inputs are observable directly or indirectly. 
Inputs include published exchange rates, interest rates, interest rate swap curves, yield curves and broker quotes from external data service providers. 
This category includes interest rate and foreign exchange derivative assets and liabilities where fair value is determined using the income approach and commodity derivatives where fair value is determined using the market approach.
Transfers between Level I and Level II would occur when there is a change in market circumstances.
Level III
Valuation of assets and liabilities are measured using a market approach based on extrapolation of inputs that are unobservable or where observable data does not support a significant portion of the derivative's fair value. This category mainly includes long-dated commodity transactions in certain markets where liquidity is low and the Company uses the most observable inputs available or, if not available, long-term broker quotes to estimate the fair value for these transactions. Valuation of options is based on the Black-Scholes pricing model.  
Assets and liabilities measured at fair value can fluctuate between Level II and Level III depending on the proportion of the value of the contract that extends beyond the time frame for which significant inputs are considered to be observable. As contracts near maturity and observable market data become available, they are transferred out of Level III and into Level II.
The fair value of the Company’s derivative assets and liabilities measured on a recurring basis, including both current and non-current portions are categorized as follows:
at June 30, 2018
 
Quoted prices in active markets


Significant other observable inputs


Significant unobservable inputs




(unaudited - millions of Canadian $)
 
(Level I)1


(Level II)1


(Level III)1


Total

 
 
 
 
 
 
 
 
 
Derivative instrument assets
 
 
 
 
 
 
 
 
Commodities
 
75

 
103

 
89

 
267

Foreign exchange
 

 
23

 

 
23

Interest rate
 

 
19

 

 
19

Derivative instrument liabilities
 
 

 
 

 
 

 
 

Commodities
 
(72
)
 
(79
)
 
(49
)
 
(200
)
Foreign exchange
 

 
(198
)
 

 
(198
)
Interest rate
 

 
(9
)
 

 
(9
)
 
 
3

 
(141
)
 
40

 
(98
)
1
There were no transfers from Level I to Level II or from Level II to Level III for the six months ended June 30, 2018.


TRANSCANADA [85
SECOND QUARTER 2018                                        

at December 31, 2017
 
Quoted prices in active markets (Level I)1

 
Significant other observable inputs (Level II)1

 
Significant unobservable inputs
(Level III)1

 
 
(unaudited - millions of Canadian $)
 
 
 
 
Total

 
 
 
 
 
 
 
 
 
Derivative instrument assets
 
 
 
 
 
 
 
 
Commodities
 
21

 
283

 
15

 
319

Foreign exchange
 

 
78

 

 
78

Interest rate
 

 
8

 

 
8

Derivative instrument liabilities
 
 
 
 
 
 
 
 
Commodities
 
(27
)
 
(193
)
 
(22
)
 
(242
)
Foreign exchange
 

 
(212
)
 

 
(212
)
Interest rate
 

 
(5
)
 

 
(5
)
 
 
(6
)
 
(41
)
 
(7
)
 
(54
)
1
There were no transfers from Level I to Level II or from Level II to Level III for the year ended December 31, 2017.
The following table presents the net change in fair value of derivative assets and liabilities classified as Level III of the fair value hierarchy:
 
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of Canadian $)
 
 
2018

 
2017

 
2018

 
2017

 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
 
 
(18
)
 
10

 
(7
)
 
16

Total gains/(losses) included in Net income
 
 
20

 
(2
)
 
18

 
(2
)
Settlements
 
 
32

 
5

 
23

 
5

Sales
 
 

 
(3
)
 

 
(5
)
Transfers out of Level III
 
 
6

 
(1
)
 
6

 
(5
)
Balance at end of period1
 
 
40

 
9

 
40

 
9

1
For the three and six months ended June 30, 2018, Revenues include unrealized gains of $50 million and $44 million, respectively, attributed to derivatives in the Level III category that were still held at June 30, 2018 (2017 unrealized losses of $1 million and unrealized gains of $1 million, respectively).
A 10 per cent increase or decrease in commodity prices, with all other variables held constant, would result in a $16 million increase or decrease, respectively, in the fair value of outstanding derivative instruments included in Level III as at June 30, 2018


TRANSCANADA [86
SECOND QUARTER 2018                                        

13. Contingencies and guarantees
CONTINGENCIES
TransCanada and its subsidiaries are subject to various legal proceedings, arbitrations and actions arising in the normal course of business. While the final outcome of such legal proceedings and actions cannot be predicted with certainty, it is the opinion of management that the resolution of such proceedings and actions will not have a material impact on the Company’s consolidated financial position or results of operations.
GUARANTEES
TransCanada and its joint venture partner on the Sur de Texas pipeline, IEnova, have jointly guaranteed the obligations for construction services during the construction of the pipeline.
TransCanada and its joint venture partner on Bruce Power, BPC Generation Infrastructure Trust, have each severally guaranteed certain contingent financial obligations of Bruce Power related to a lease agreement and contractor and supplier services.
The Company and its partners in certain other jointly owned entities have either (i) jointly and severally, (ii) jointly or (iii) severally guaranteed the financial performance of these entities. Such agreements include guarantees and letters of credit which are primarily related to delivery of natural gas, construction services and the payment of liabilities. For certain of these entities, any payments made by TransCanada under these guarantees in excess of its ownership interest are to be reimbursed by its partners.
The carrying value of these guarantees has been included in Other long-term liabilities on the Condensed consolidated balance sheet. Information regarding the Company’s guarantees is as follows:
 
 
 
 
at June 30, 2018
 
at December 31, 2017
(unaudited - millions of Canadian $)
 
 
Term
 
Potential
exposure
1

 
Carrying
value

 
Potential
exposure
1

 
Carrying
value

 
 
 
 
 
 
 
 
 
 
 
Sur de Texas
 
ranging to 2020 
 
203

 
1

 
315

 
2

Bruce Power
 
ranging to 2019
 
88

 

 
88

 
1

Other jointly-owned entities
 
ranging to 2059
 
104

 
11

 
104

 
13

 
 
 
 
395

 
12

 
507

 
16

1
TransCanada’s share of the potential estimated current or contingent exposure.
14. Variable interest entities
A VIE is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights or do not substantively participate in the gains and losses of the entity.
In the normal course of business, the Company consolidates VIEs in which it has a variable interest and for which it is considered to be the primary beneficiary. VIEs in which the Company has a variable interest but is not the primary beneficiary are considered non-consolidated VIEs and are accounted for as equity investments.
Consolidated VIEs
The Company's consolidated VIEs consist of legal entities where the Company is the primary beneficiary. As the primary beneficiary, the Company has the power, through voting or similar rights, to direct the activities of the VIE that most significantly impact economic performance including purchasing or selling significant assets; maintenance and operations of assets; incurring additional indebtedness; or determining the strategic operating direction of the entity. In addition, the Company has the obligation to absorb losses or the right to receive benefits from the consolidated VIE that could potentially be significant to the VIE.


TRANSCANADA [87
SECOND QUARTER 2018                                        

A significant portion of the Company’s assets are held through VIEs in which the Company holds a 100 per cent voting interest, the VIE meets the definition of a business and the VIE’s assets can be used for general corporate purposes. The Consolidated VIEs whose assets cannot be used for purposes other than the settlement of the VIE’s obligations are as follows:
 
 
June 30,

 
December 31,

(unaudited - millions of Canadian $)
 
2018

 
2017

 
 
 
 
 
ASSETS
 
 
 
 
Current Assets
 
 
 
 
Cash and cash equivalents
 
67

 
41

Accounts receivable
 
43

 
63

Inventories
 
24

 
23

Other
 
14

 
11

 
 
148

 
138

Plant, Property and Equipment
 
3,654

 
3,535

Equity Investments
 
954

 
917

Goodwill
 
514

 
490

Intangible and Other Assets
 
15

 
3

 
 
5,285

 
5,083

LIABILITIES
 
 
 
 
Current Liabilities
 
 
 
 
Accounts payable and other
 
66

 
137

Dividends payable
 

 
1

Accrued interest
 
24

 
23

Current portion of long-term debt
 
75

 
88

 
 
165

 
249

Regulatory Liabilities
 
38

 
34

Other Long-Term Liabilities
 
2

 
3

Deferred Income Tax Liabilities
 
13

 
13

Long-Term Debt
 
3,287

 
3,244

 
 
3,505

 
3,543



TRANSCANADA [88
SECOND QUARTER 2018                                        

Non-Consolidated VIEs
The Company’s non-consolidated VIEs consist of legal entities where the Company does not have the power to direct the activities that most significantly impact the economic performance of these entities or where this power is shared with third parties. The Company contributes capital to these VIEs and receives ownership interests that provide it with residual claims on assets after liabilities are paid.
The carrying value of these VIEs and the maximum exposure to loss as a result of the Company's involvement with these VIEs are as follows:
 
 
June 30,

 
December 31,

(unaudited - millions of Canadian $)
 
2018

 
2017

 
 
 
 
 
Balance sheet
 
 
 
 
Equity investments
 
4,382

 
4,372

Off-balance sheet
 
 
 
 
Potential exposure to guarantees
 
171

 
171

Maximum exposure to loss
 
4,553

 
4,543

15. Subsequent Event
On July 3, 2018, TCPL issued $800 million of Medium Term Notes, due in July 2048, bearing interest at a fixed rate of 4.182 per cent and $200 million of Medium Term Notes, due in March 2028, bearing interest at a fixed rate of 3.39 per cent.


Exhibit


EXHIBIT 31.1
Certifications
 
I, Russell K. Girling, certify that:

1.
I have reviewed this quarterly report on Form 6-K of TransCanada Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4.
The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.
The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
 
Dated: August 2, 2018
/s/ Russell K. Girling
 
Russell K. Girling
 
President and Chief Executive Officer



Exhibit


EXHIBIT 31.2
Certifications
 
I, Donald R. Marchand, certify that:

1.
I have reviewed this quarterly report on Form 6-K of TransCanada Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4.
The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.
The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
 
Dated: August 2, 2018
/s/ Donald R. Marchand
 
Donald R. Marchand
 
Executive Vice-President and
Chief Financial Officer



Exhibit


EXHIBIT 32.1


TRANSCANADA CORPORATION

450 – 1st Street S.W.
Calgary, Alberta, Canada
T2P 5H1


CERTIFICATION OF CHIEF EXECUTIVE OFFICER
REGARDING PERIODIC REPORT CONTAINING
FINANCIAL STATEMENTS


I, Russell K. Girling, the Chief Executive Officer of TransCanada Corporation (the “Company”), in compliance with 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify, in connection with the Company’s Quarterly Report as filed on Form 6-K for the period ended June 30, 2018 with the Securities and Exchange Commission (the “Report”), that:

1.
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 
/s/ Russell K. Girling
 
Russell K. Girling
 
Chief Executive Officer
 
August 2, 2018



Exhibit


EXHIBIT 32.2


TRANSCANADA CORPORATION

450 – 1st Street S.W.
Calgary, Alberta, Canada
T2P 5H1


CERTIFICATION OF CHIEF FINANCIAL OFFICER
REGARDING PERIODIC REPORT CONTAINING
FINANCIAL STATEMENTS


I, Donald R. Marchand, the Chief Financial Officer of TransCanada Corporation (the “Company”), in compliance with 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify, in connection with the Company’s Quarterly Report as filed on Form 6-K for the period ended June 30, 2018 with the Securities and Exchange Commission (the “Report”), that:

1.
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 
/s/ Donald R. Marchand
 
Donald R. Marchand
 
Chief Financial Officer
 
August 2, 2018



Exhibit
EXHIBIT 99.1

Quarterly Report to Shareholders
 
https://cdn.kscope.io/41e84738f103cb0cb804a593148b11d4-newlogoa01a04a02a22.jpg
 
 
 

TransCanada Reports Strong Second Quarter 2018 Financial Results
High Quality, Diversified Asset Portfolio Expected to Drive Record Performance in 2018

CALGARY, Alberta – August 2, 2018 – TransCanada Corporation (TSX, NYSE: TRP) (TransCanada or the Company) today announced net income attributable to common shares for second quarter 2018 of $785 million or $0.88 per share compared to net income of $881 million or $1.01 per share for the same period in 2017. Comparable earnings for second quarter 2018 were $768 million or $0.86 per share compared to $659 million or $0.76 per share for the same period in 2017. TransCanada's Board of Directors also declared a quarterly dividend of $0.69 per common share for the quarter ending September 30, 2018, equivalent to $2.76 per common share on an annualized basis.
"During the second quarter of 2018 our diversified portfolio of critical energy infrastructure assets continued to perform very well," said Russ Girling, TransCanada's president and chief executive officer. "Comparable earnings of 86 cents per share increased 13 per cent compared to the same period last year reflecting the strong performance of our legacy assets, contributions from approximately $7 billion of growth projects that entered service over the last twelve months and the positive impact of U.S. Tax Reform. For the six months ended June 30, 2018, comparable earnings were $1.83 per share, an increase of 17 per cent over the same period last year despite the sale of our U.S. Northeast power generation and Ontario solar assets in 2017."
"With our existing asset portfolio benefiting from strong underlying market fundamentals and $28 billion of near-term growth projects including maintenance capital expenditures advancing as planned, earnings and cash flow are forecast to continue to rise. This is expected to support annual dividend growth at the upper end of an eight to ten per cent range through 2020 and an additional eight to ten per cent in 2021,” added Girling. "We have invested approximately $10 billion in these projects to date and are well positioned to fund the remainder through our strong and growing internally generated cash flow along with a broad spectrum of financing levers including access to capital markets and further portfolio management activities. In second quarter we placed approximately $4.3 billion of long-term debt on compelling terms and year-to-date have raised approximately $1.2 billion of common equity through our dividend reinvestment plan and at-the-market program. Earlier today we also announced the sale of our interests in the Cartier Wind power facilities for approximately $630 million. Collectively through these initiatives, we have raised $6.1 billion which represents a sizable component of our 2018 funding requirements."
"In addition, we continue to methodically advance more than $20 billion of medium to longer-term projects including Keystone XL, Coastal GasLink and the Bruce Power life extension agreement. Success in advancing these and/or other growth initiatives associated with our vast North American footprint could extend our growth outlook beyond 2021," concluded Girling.



Highlights
(All financial figures are unaudited and in Canadian dollars unless noted otherwise)
Second quarter 2018 financial results
Net income attributable to common shares of $785 million or $0.88 per common share
Comparable earnings of $768 million or $0.86 per common share
Comparable earnings before interest, taxes, depreciation and amortization of $2.0 billion
Net cash provided by operations of $1.8 billion
Comparable funds generated from operations of $1.5 billion
Comparable distributable cash flow of $1.3 billion or $1.46 per common share reflecting only non-recoverable maintenance capital expenditures
Declared a quarterly dividend of $0.69 per common share for the quarter ending September 30, 2018
Received National Energy Board (NEB) approval for the NGTL System's 2018-2019 Settlement with customers
Received approval from the Federal government for the $1.6 billion North Montney project
Raised US$2.5 billion in 10, 20 and 30-year fixed-rate senior debt in May 2018
Issued $1 billion of 10 and 30-year fixed-rate medium-term notes in July 2018
Replenished the capacity available under the Corporate ATM program by $1 billion
Announced the sale of our interests in Cartier Wind for approximately $630 million in August 2018.
Net income attributable to common shares decreased by $96 million to $785 million or $0.88 per share for the three months ended June 30, 2018 compared to the same period last year. Net income per common share in 2018 reflects the dilutive effect of common shares issued in 2017 and 2018 under our DRP and Corporate ATM program. Second quarter 2018 results included an $11 million after-tax loss related to our U.S. Northeast power marketing contracts which were excluded from comparable earnings as we do not consider their wind-down part of our underlying operations. Second quarter 2017 results included a $265 million after-tax net gain related to the monetization of our U.S. Northeast power business, an after-tax charge of $15 million for integration-related costs associated with the acquisition of Columbia and an after-tax charge of $4 million related to the maintenance of Keystone XL assets. All of these specific items, as well as unrealized gains and losses from changes in risk management activities, are excluded from comparable earnings.
Comparable earnings for second quarter 2018 were $768 million or $0.86 per common share compared to $659 million or $0.76 per common share for the same period in 2017, an increase of $109 million or $0.10 per share. Comparable earnings per share for the three months ended June 30, 2018 include the effect of common shares issued in 2017 and 2018 under our DRP and Corporate ATM program. The increase in second quarter 2018 comparable earnings over the same period in 2017 was primarily due to the net effect of:
    higher contribution from U.S. Natural Gas Pipelines mainly due to increased earnings from Columbia Gas and Columbia Gulf growth projects placed in service, additional contract sales on ANR and Great Lakes and the amortization of net regulatory liabilities recognized as a result of U.S. Tax Reform
higher contribution from Liquids Pipelines primarily due to earnings from intra-Alberta pipelines placed in service in the second half of 2017, higher volumes on the Keystone Pipeline System and increased earnings from liquids marketing activities
lower income tax expense primarily due to lower income tax rates as a result of U.S. Tax Reform
higher interest expense primarily as a result of long-term debt and junior subordinated notes issuances, net of maturities, and lower capitalized interest, partially offset by the repayment of the Columbia acquisition bridge facilities in June 2017
lower earnings from U.S. Power mainly due to the sale of the U.S. Northeast power generation assets in second quarter 2017
lower earnings from Bruce Power primarily due to lower volumes resulting from increased outage days
lower Eastern Power results mainly due to the sale of our Ontario solar assets in December 2017.



Notable recent developments include:
Canadian Natural Gas Pipelines:
NGTL System: On June 19, 2018, the NEB approved the 2018-2019 Settlement, as filed, for final 2018 tolls and revised interim 2018 tolls. The 2018-2019 Settlement fixes return on equity (ROE) at 10.1 per cent on 40 per cent deemed equity and increases the composite depreciation rate from 3.18 per cent to 3.45 per cent. OM&A costs are fixed at $225 million for 2018 and $230 million for 2019 with a 50/50 sharing mechanism for any variances between the fixed amounts and actual OM&A costs. All other costs are treated as flow-through expenses.
On June 20, 2018, we filed an application with the NEB for approval to construct and operate the 2021 Expansion Project. The project, with an estimated capital cost of $2.3 billion, consists of approximately 344 km (214 miles) of new pipeline, three compressors and a control valve. The expansion is required to accept increasing supply from the west side of the system and deliver gas to increasing market demand on the east side of the system. The anticipated in-service date for the expansion is the first half of 2021.
North Montney: On May 23, 2018, the NEB issued a report recommending the Federal government approve a variance to the existing North Montney project approvals to remove the condition requiring a positive Final Investment Decision (FID) for the Pacific Northwest LNG project prior to commencement of construction. The Federal government approved the recommendation on June 22, 2018 and on July 2, 2018 the NEB issued an amending order for the project.
The North Montney project consists of approximately 206 km (128 miles) of new pipeline, three compressor units and 14 meter stations. The current estimated project cost increased by $0.2 billion to $1.6 billion mainly due to construction schedule delays and an increase in market-dependent construction costs.
The first phase of the project is anticipated to be in service by fourth quarter 2019 and the second phase is expected to be in service by second quarter 2020.
U.S. Natural Gas Pipelines:
Nixon Ridge: On June 7, 2018, a natural gas pipeline rupture on Columbia Gas occurred on Nixon Ridge in Marshall County, West Virginia. Emergency response procedures were enacted and the segment of impacted pipeline was isolated shortly after. There were no injuries and no material damage to surrounding structures. The pipeline was placed back in service on July 15, 2018. The preliminary investigation, as noted in the PHMSA Proposed Safety Order, suggests that the rupture was a result of land subsidence. The investigation remains ongoing and we are fully cooperating with PHMSA to determine the root cause of the incident. We do not expect this event to have a significant impact on our financial results.
Mexico Natural Gas Pipelines:
Topolobampo: On June 29, 2018, the Topolobampo pipeline was placed in service. The 560 km (348 miles) pipeline provides capacity of 720 TJ/d (670 MMcf/d), receiving natural gas from upstream pipelines near El Encino, in the state of Chihuahua, and delivering it to points along the pipeline route including our Mazatlán pipeline at El Oro, in the state of Sinaloa. Under the force majeure terms of the TSA, we began collecting and recognizing revenue from the original TSA service commencement date of July 2016.
Sur de Texas: Offshore construction was completed in May 2018 and the project continues to progress toward an anticipated in-service date of late 2018.
Tula and Villa de Reyes: We continue to work toward finalizing amending agreements for both of these pipelines with the Comisión Federal de Electricidad (CFE) to formalize the schedule and payments resulting from their respective force majeure events. The CFE has commenced payments on both pipelines in accordance with the TSAs.




Liquids Pipelines:
Keystone XL: In December 2017, an appeal to Nebraska's Court of Appeals was filed by intervenors after the Nebraska Public Service Commission (PSC) issued an approval of an alternative route for the Keystone XL project in November 2017. In March 2018, the Nebraska Supreme Court, on its own motion, agreed to bypass the Court of Appeals and hear the appeal case against the PSC’s alternative route itself. We expect the Nebraska Supreme Court, as the final arbiter, could reach a decision by late 2018 or first quarter 2019.
On May 15, 2018, the U.S. Department of State filed a notice of its intent to prepare an environmental assessment for the Keystone XL mainline alternative route in Nebraska. Public comments were due in June 2018. On July 30, 2018, the U.S. Department of State issued a draft environmental assessment. Comments on the draft are to be filed by August 29, 2018. We expect the U.S. Department of State will have completed the supplemental environmental review by third or fourth quarter 2018.
The Keystone XL Presidential Permit, issued in March 2017, has been challenged in two separate lawsuits commenced in Montana. Together with the U.S. Department of Justice, we are actively participating in these lawsuits to defend both the issuance of the permit and the exhaustive environmental assessments that support the U.S. President’s actions. Legal arguments addressing the merits of these lawsuits were heard in May 2018 and we believe the court’s decisions may be issued by year-end 2018.
The South Dakota Public Utilities Commission permit for the Keystone XL project was issued in June 2010 and recertified in January 2016. An appeal of that recertification was denied in June 2017 and that decision was further appealed to the South Dakota Supreme Court. On June 13, 2018, the Supreme Court dismissed the appeal, finding that the lower court lacked jurisdiction to hear the case. This decision is final as there can be no further appeals from this decision by the Supreme Court.
Energy:
Cartier Wind: On August 1, 2018, we entered into an agreement to sell our interests in the Cartier Wind power facilities in Québec to Innergex Renewable Energy Inc. for gross proceeds of $630 million before closing adjustments. The sale is expected to be completed in fourth quarter 2018 subject to certain regulatory and other approvals and result in an estimated gain of $175 million ($130 million after tax) which will be recorded upon closing of the transaction.
Corporate:
Common Share Dividend: Our Board of Directors declared a quarterly dividend of $0.69 per share for the quarter ending September 30, 2018 on TransCanada's outstanding common shares. The quarterly amount is equivalent to $2.76 per common share on an annualized basis.
Issuance of Long-term Debt: In second quarter 2018, TCPL issued US$1 billion of Senior Unsecured Notes due in May 2028 bearing interest at a fixed rate of 4.25 per cent, US$500 million of Senior Unsecured Notes due in May 2038 bearing interest at a fixed rate of 4.75 per cent and US$1 billion of Senior Unsecured Notes due in May 2048 bearing interest at a fixed rate of 4.875 per cent.
In July 2018, TCPL issued $800 million of Medium Term Notes due in July 2048 bearing interest at a fixed rate of 4.182 per cent and $200 million of Medium Term Notes due in March 2028 bearing interest at a fixed rate of 3.39 per cent.
The net proceeds of the above debt issuances were used for general corporate purposes and to fund our capital program.
Dividend Reinvestment Plan: In second quarter 2018, the DRP participation rate amongst common shareholders was approximately 33 per cent, resulting in $208 million reinvested in common equity under the program. Year-to-date in 2018, the participation rate amongst common shareholders has been approximately 36 per cent, resulting in $442 million of dividends reinvested.



ATM Equity Issuance Program: In second quarter 2018, 8.1 million common shares were issued under our Corporate ATM program at an average price of $54.63 per common share for gross proceeds of $443 million. In the six months ended June 30, 2018, 13.9 million common shares have been issued under the program at an average price of $55.42 per common share for gross proceeds of $772 million.
In June 2018, we announced that the Company replenished the capacity available under our existing Corporate ATM program. This will allow us to issue additional common shares from treasury having an aggregate gross sales price of up to $1.0 billion, for a revised total of $2.0 billion or its U.S. dollar equivalent (Amended Corporate ATM program), to the public from time to time at the prevailing market price when sold through the TSX, the NYSE or on any other existing trading market for the common shares in Canada or the United States. The Amended Corporate ATM program, which is effective to July 23, 2019, will be activated at our discretion if and as required based on the spend profile of our capital program and relative cost of other funding options.
Comparable Distributable Cash Flow: Beginning in second quarter 2018, our determination of comparable distributable cash flow has been revised to exclude the deduction of maintenance capital expenditures for assets for which we have the ability to recover costs in pipeline tolls. We believe that including only non-recoverable maintenance capital expenditures in the calculation of distributable cash flow presents the best depiction of the cash available for reinvestment or distribution to shareholders. For our rate-regulated Canadian and U.S. natural gas pipelines, we have the opportunity to recover and earn a return on maintenance capital expenditures through current and future tolls. Tolling arrangements in our liquids pipelines provide for the recovery of maintenance capital expenditures. Therefore, we have not deducted the recoverable maintenance capital expenditures for these businesses in the calculation of comparable distributable cash flow.
2018 FERC Actions: In December 2016, the Federal Energy Regulatory Commission (FERC) issued a Notice of Inquiry (NOI) seeking comment on how to address the issue of whether its existing policies resulted in a ‘double recovery’ of income taxes in a pass-through entity such as a master limited partnership (MLP). This NOI was in response to a decision by the U.S. Court of Appeals for the District of Columbia Circuit in July 2016 in United Airlines, Inc., et al. v. FERC (the United case), directing FERC to address the issue. 
On December 22, 2017, H.R. 1, the Tax Cuts and Jobs Act (U.S. Tax Reform), was signed resulting in significant changes to U.S. tax law including a decrease in the U.S. federal corporate income tax rate from 35 per cent to 21 per cent effective January 1, 2018. As a result of this change, deferred income tax assets and deferred income tax liabilities related to our U.S. businesses, including amounts related to our proportionate share of assets held in TC PipeLines, LP, were remeasured as at December 31, 2017 to reflect the new lower U.S. federal corporate income tax rate. With respect to our U.S. rate-regulated natural gas pipelines, the impact of this remeasurement was recorded as a net regulatory liability. 
On March 15, 2018, FERC issued (1) a Revised Policy Statement to address the treatment of income taxes for rate-making purposes for MLPs; (2) a Notice of Proposed Rulemaking (NOPR) proposing interstate pipelines file a one-time report to quantify the impact of the federal income tax rate reduction and the impact of the Revised Policy Statement on each pipeline's ROE assuming a single-issue adjustment to a pipeline’s rates; and (3) a NOI seeking comment on how FERC should address changes related to accumulated deferred income taxes and bonus depreciation. On July 18, 2018, FERC issued (1) an Order on Rehearing of the Revised Policy Statement dismissing rehearing requests and (2) a Final Rule adopting and revising procedures from, and clarifying aspects of, the NOPR (collectively, the “2018 FERC Actions”). The Final Rule will become effective September 13, 2018, and is subject to requests for further rehearing and clarification.
For more information on these developments and their implications for TransCanada and TC PipeLines, LP, please refer to our management's discussion and analysis.




Teleconference and Webcast:
We will hold a teleconference and webcast on Thursday, August 2, 2018 to discuss our second quarter 2018 financial results. Russ Girling, President and Chief Executive Officer, and Don Marchand, Executive Vice-President and Chief Financial Officer, along with other members of the TransCanada executive leadership team, will discuss the financial results and Company developments at 9 a.m. (MT) / 11 a.m. (ET).
Members of the investment community and other interested parties are invited to participate by calling 800.377.0758 or 416.340.2218 (Toronto area). Please dial in 10 minutes prior to the start of the call. No pass code is required. A live webcast of the teleconference will be available at www.transcanada.com or via the following URL: www.gowebcasting.com/9341.
A replay of the teleconference will be available two hours after the conclusion of the call until midnight (ET) on August 9, 2018. Please call 800.408.3053 or 905.694.9451 (Toronto area) and enter pass code 1845117#.
The unaudited interim Condensed consolidated financial statements and Management’s Discussion and Analysis (MD&A) are available under TransCanada's profile on SEDAR at www.sedar.com, with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov/info/edgar.shtml and on the TransCanada website at www.transcanada.com.
With more than 65 years' experience, TransCanada is a leader in the responsible development and reliable operation of North American energy infrastructure including natural gas and liquids pipelines, power generation and gas storage facilities. TransCanada operates one of the largest natural gas transmission networks that extends more than 91,900 kilometres (57,100 miles), tapping into virtually all major gas supply basins in North America. TransCanada is a leading provider of gas storage and related services with 653 billion cubic feet of storage capacity. A large independent power producer, TransCanada owns or has interests in approximately 6,100 megawatts of power generation in Canada and the United States. TransCanada is also the developer and operator of one of North America's leading liquids pipeline systems that extends approximately 4,900 kilometres (3,000 miles), connecting growing continental oil supplies to key markets and refineries. TransCanada's common shares trade on the Toronto and New York stock exchanges under the symbol TRP. Visit www.transcanada.com to learn more, or connect with us on social media.
Forward Looking Information
This release contains certain information that is forward-looking and is subject to important risks and uncertainties (such statements are usually accompanied by words such as "anticipate", "expect", "believe", "may", "will", "should", "estimate", "intend" or other similar words). Forward-looking statements in this document are intended to provide TransCanada security holders and potential investors with information regarding TransCanada and its subsidiaries, including management's assessment of TransCanada's and its subsidiaries' future plans and financial outlook. All forward-looking statements reflect TransCanada's beliefs and assumptions based on information available at the time the statements were made and as such are not guarantees of future performance. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release, and not to use future-oriented information or financial outlooks for anything other than their intended purpose. TransCanada undertakes no obligation to update or revise any forward-looking information except as required by law. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the anticipated results, refer to the Quarterly Report to Shareholders dated August 1, 2018 and the 2017 Annual Report filed under TransCanada's profile on SEDAR at www.sedar.com and with the U.S. Securities and Exchange Commission at www.sec.gov.



Non-GAAP Measures
This news release contains references to non-GAAP measures, including comparable earnings, comparable earnings per common share, comparable EBITDA, comparable distributable cash flow, comparable distributable cash flow per common share and comparable funds generated from operations, that do not have any standardized meaning as prescribed by U.S. GAAP and therefore are unlikely to be comparable to similar measures presented by other companies. These non-GAAP measures are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable except as otherwise described in the Condensed consolidated financial statements and MD&A. For more information on non-GAAP measures, refer to TransCanada's Quarterly Report to Shareholders dated August 1, 2018.

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