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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 July 2021

TC Energy Corporation

(Commission File No. 1-31690)

TransCanada PipeLines Limited

(Commission File No. 1-8887)

(Translation of Registrants’ Names 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: Form S-8 (File Nos. 333-5916, 333-8470, 333-9130, 333-151736, 333-184074, 333-227114 and 333-237979), Form F-3 (File Nos. 33-13564 and 333-6132), Form F-4 (File No. 333-252004) and Form F-10 (File Nos. 333-151781, 333-161929, 333-208585, 333-235546, 333-250988, 333-252123 and 333-253333).

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 registrants under the Securities Act of 1933, as amended.

Explanatory Note

TransCanada PipeLines Limited (“TransCanada PipeLines”) is a wholly owned subsidiary of TC Energy Corporation (“TC Energy”). TransCanada PipeLines is relying on the continuous disclosure documents filed by TC Energy pursuant to an exemption from the requirements of National Instrument 51-102 - Continuous Disclosure Obligations and as provided in the decision of the Alberta Securities Commission and Ontario Securities Commission in Re TransCanada Corporation, 2019 ABASC 1, issued on January 3, 2019. Consistent with the exemptive relief, information contained in this Form 6-K is that provided by TC Energy.

EXHIBIT INDEX


13.1			Management’s Discussion and Analysis of Financial Condition and Results of Operations of TC Energy Corporation as at and for the period ended June 30, 2021.

13.2			Consolidated comparative interim unaudited financial statements of TC Energy Corporation for the period ended June 30, 2021 (included in TC Energy Corporation's Second Quarter 2021 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 July 29, 2021.

SIGNATURES

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


Date: July 29, 2021	TC ENERGY CORPORATION TRANSCANADA PIPELINES LIMITED

	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

Document

EXHIBIT 13.1

Quarterly report to shareholders

Second quarter 2021

Financial highlights


	three months ended June 30		six months ended June 30
(millions of $, except per share amounts)	2021	2020	2021	2020

Income
Revenues	3,182	3,089	6,563	6,507
Net income/(loss) attributable to common shares	982	1,281	(75)	2,429
per common share – basic	$1.00	$1.36	($0.08)	$2.59

Comparable EBITDA	2,246	2,199	4,738	4,734
Comparable earnings	1,045	863	2,153	1,972
per common share	$1.07	$0.92	$2.23	$2.10

Cash flows
Net cash provided by operations	1,711	1,613	3,377	3,336
Comparable funds generated from operations	1,754	1,549	3,777	3,643
Capital spending1	1,439	2,150	3,324	4,419



Dividends declared
Per common share	$0.87	$0.81	$1.74	$1.62
Basic common shares outstanding (millions)
– weighted average for the period	979	940	966	940
– issued and outstanding at end of period	979	940	979	940

1Includes capacity capital expenditures, maintenance capital expenditures, capital projects in development and contributions to equity investments.

Management’s discussion and analysis

July 28, 2021

This management’s discussion and analysis (MD&A) contains information to help the reader make investment decisions about TC Energy Corporation (TC Energy). It discusses our business, operations, financial position, risks and other factors for the three and six months ended June 30, 2021, and should be read with the accompanying unaudited Condensed consolidated financial statements for the three and six months ended June 30, 2021, which have been prepared in accordance with U.S. GAAP.

This MD&A should also be read in conjunction with our December 31, 2020 audited Consolidated financial statements and notes and the MD&A in our 2020 Annual Report. Capitalized abbreviated terms that are used but not otherwise defined herein are defined in our 2020 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 the reader 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 and 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:

•our financial and operational performance, including the performance of our subsidiaries

•expectations about strategies and goals for growth and expansion

•expected cash flows and future financing options available, including portfolio management

•expected dividend growth

•expected access to and cost of capital

•expected costs and schedules for planned projects, including projects under construction and in development

•expected capital expenditures, contractual obligations, commitments and contingent liabilities

•expected regulatory processes and outcomes

•expected outcomes with respect to legal proceedings, including arbitration and insurance claims

•the expected impact of future tax and accounting changes

•expected industry, market and economic conditions

•the expected impacts of COVID-19.

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.

2 | TC Energy Second Quarter 2021

Our forward-looking information is based on the following key assumptions, and subject to the following risks and uncertainties:

Assumptions

•regulatory decisions and outcomes

•planned and unplanned outages and the use of our pipeline, power and storage assets

•integrity and reliability of our assets

•anticipated construction costs, schedules and completion dates

•access to capital markets, including portfolio management

•expected industry, market and economic conditions

•inflation rates and commodity prices

•interest, tax and foreign exchange rates

•nature and scope of hedging

•expected impact of COVID-19.

Risks and uncertainties

•our ability to successfully implement our strategic priorities and whether they will yield the expected benefits

•our ability to implement a capital allocation strategy aligned with maximizing shareholder value

•the operating performance of our pipeline, power and storage assets

•amount of capacity sold and rates achieved in our pipeline businesses

•the amount of capacity payments and revenues from our power generation assets due to plant availability

•production levels within supply basins

•construction and completion of capital projects

•cost and availability of labour, equipment and materials

•the availability and market prices of commodities

•access to capital markets on competitive terms

•interest, tax and foreign exchange rates

•performance and credit risk of our counterparties

•regulatory decisions and outcomes of legal proceedings, including arbitration and insurance claims

•our ability to effectively anticipate and assess changes to government policies and regulations, including those related to the environment and COVID-19

•our ability to realize the value of tangible assets and contractual recoveries from impaired assets, including the Keystone XL pipeline project

•competition in the businesses in which we operate

•unexpected or unusual weather

•acts of civil disobedience

•cyber security and technological developments

•economic conditions in North America as well as globally

•global health crises, such as pandemics and epidemics, including COVID-19 and the unexpected impacts related thereto.

You can read more about these factors and others in this MD&A and in other reports we have filed with Canadian securities regulators and the SEC, including the MD&A in our 2020 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.

TC Energy Second Quarter 2021 | 3

FOR MORE INFORMATION

You can find more information about TC Energy in our Annual Information Form (AIF) and other disclosure documents, which are available on SEDAR (www.sedar.com).

NON-GAAP MEASURES

This MD&A references the following non-GAAP measures:

•comparable EBITDA

•comparable EBIT

•comparable earnings

•comparable earnings per common share

•funds generated from operations

•comparable funds generated from operations.

These measures do not have any standardized meaning as prescribed by GAAP and therefore may not be comparable to similar measures presented by other entities.

Comparable measures

We calculate comparable measures by adjusting certain 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:

•gains or losses on sales of assets or assets held for sale

•income tax refunds, valuation allowances and adjustments resulting from changes in legislation and enacted tax rates

•certain fair value adjustments relating to risk management activities

•legal, contractual and bankruptcy settlements

•impairment of goodwill, plant, property and equipment, investments and other assets

•acquisition and integration costs

•restructuring 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. We also exclude the unrealized foreign exchange gains and losses on the Loan receivable from affiliate as well as the corresponding proportionate share of Sur de Texas foreign exchange gains and losses, as these amounts do not accurately reflect the gains and losses that will be realized at settlement. These amounts offset within each reporting period, resulting in no impact on net income.

The following table identifies our non-GAAP measures against their most directly comparable GAAP measures.


Comparable measure			GAAP measure

comparable EBITDA			segmented earnings
comparable EBIT			segmented earnings
comparable earnings			net income attributable to common shares
comparable earnings per common share			net income per common share
comparable funds generated from operations			net cash provided by operations

4 | TC Energy Second Quarter 2021

Comparable EBITDA and comparable EBIT

Comparable EBITDA (comparable earnings before interest, taxes, depreciation and amortization) represents segmented earnings adjusted for certain specific items, excluding non-cash charges for depreciation and amortization. We use comparable EBITDA as a measure of our earnings from ongoing operations as it is a useful indicator of our performance and is also presented on a consolidated basis. Comparable EBIT (comparable earnings before interest and taxes) represents segmented earnings adjusted for specific items and is an effective tool for evaluating trends in each segment. Refer to each business segment section for a reconciliation to segmented earnings.

Comparable earnings and comparable earnings per common share

Comparable earnings represents earnings or losses attributable to common shareholders on a consolidated basis, adjusted for specific items. Comparable earnings is comprised of segmented earnings, Interest expense, Allowance for funds used during construction (AFUDC), Interest income and other, Income tax expense, Non-controlling interests and Preferred share dividends, adjusted for specific items. Refer to the Consolidated results section for reconciliations to Net income attributable to common shares and Net income per common share.

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 flows because it excludes 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 noted above. Refer to the Financial condition section for a reconciliation to Net cash provided by operations.

TC Energy Second Quarter 2021 | 5

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 and/or regulated business models and are expected to generate significant growth in earnings and cash flows.

Our capital program consists of approximately $21 billion of secured projects which include commercially supported, committed projects that are either under construction or are in or preparing to commence the permitting stage. An additional $7 billion of projects under development are commercially supported (except where noted) but have greater uncertainty with respect to timing and estimated project costs and are subject to certain key approvals.

Three years of maintenance capital expenditures for our businesses are included in the secured projects 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 our liquids pipelines business provide for the recovery of maintenance capital expenditures.

In the six months ended June 30, 2021, we placed approximately $0.5 billion of Canadian and U.S. Natural Gas Pipelines capacity capital projects into service. In addition, approximately $0.8 billion of maintenance capital expenditures were incurred.

All projects are subject to cost and timing adjustments due to factors including weather, market conditions, route refinement, permitting conditions, scheduling and timing of regulatory permits, as well as the additional restrictions and uncertainty presented by the ongoing impact of COVID-19. Amounts exclude capitalized interest and AFUDC.

6 | TC Energy Second Quarter 2021

Secured projects


	Expected in-service date	Estimated project cost1	Carrying value at June 30, 2021
(billions of $)

Canadian Natural Gas Pipelines
Canadian Mainline	2021-2024	0.3	0.1
NGTL System2	2021	1.2	0.8
	2022	3.2	1.0
	2023	1.7	0.1
	2024+	0.5	—
Coastal GasLink3	2023	0.2	0.2
Regulated maintenance capital expenditures	2021-2023	2.1	0.2
U.S. Natural Gas Pipelines
Other capacity capital	2021-2025	US 2.8	US 1.0
Regulated maintenance capital expenditures	2021-2023	US 2.1	US 0.3
Mexico Natural Gas Pipelines
Villa de Reyes	2021-2022	US 0.9	US 0.8
Tula4	—	US 0.8	US 0.6
Liquids Pipelines
Other capacity capital	2022	US 0.1	—
Recoverable maintenance capital expenditures	2021-2023	0.1	—
Power and Storage
Bruce Power – life extension5	2021-2024	2.6	1.5
Other
Non-recoverable maintenance capital expenditures6	2021-2023	0.7	0.1
		19.3	6.7
Foreign exchange impact on secured projects7		1.6	0.6
Total secured projects (Cdn$)		20.9	7.3

1Amounts reflect 100 per cent of costs related to wholly-owned assets as well as cash contributions to our joint venture investments.

2Estimated project costs for 2022 and 2023 include $0.5 billion for the Foothills pipeline system related to the 2023 West Path Expansion Program.

3The estimated project cost and carrying value represent our share of partner equity contributions to the project, with the expected in-service date and estimated project cost reflecting the last project update. Refer to the Recent developments – Canadian Natural Gas Pipelines section for additional information regarding the ongoing review of project cost and schedule.

4Construction of the central segment of the Tula project has been delayed due to a lack of progress to successfully complete Indigenous consultation by the Secretary of Energy. Project completion is expected approximately two years after the consultation process is successfully concluded. The East Section of the Tula pipeline is available for interruptible transportation services.

5Reflects our expected share of cash contributions for the Unit 6 MCR program costs, expected to be in service in 2023, and amounts to be invested under the Asset Management program through 2024.

6Includes non-recoverable maintenance capital expenditures from all segments and is primarily comprised of our proportionate share of maintenance capital expenditures for Bruce Power and other Power and Storage assets.

7Reflects U.S./Canada foreign exchange rate of 1.24 at June 30, 2021.

TC Energy Second Quarter 2021 | 7

Projects under development

The costs provided in the table below reflect the most recent estimates for each project as filed with the various regulatory authorities or otherwise determined by management.


	Estimated project cost1	Carrying value at June 30, 2021
(billions of $)

U.S. Natural Gas Pipelines
Other capacity capital2	US 0.3	—
Liquids Pipelines
Grand Rapids Phase 23	0.7	—
Power and Storage
Bruce Power – life extension4	5.9	0.3
	6.9	0.3
Foreign exchange impact on projects under development5	0.1	—
Total projects under development (Cdn$)	7.0	0.3

1Amounts reflect our proportionate share of joint venture costs where applicable and 100 per cent of costs related to wholly-owned assets.

2Includes projects subject to a positive customer FID.

3Regulatory approvals have been obtained and additional commercial support is being pursued.

4Reflects our proportionate share of MCR program costs for Units 3, 4, 5, 7 and 8, and the remaining Asset Management program costs beyond 2024.

5Reflects U.S./Canada foreign exchange rate of 1.24 at June 30, 2021.

8 | TC Energy Second Quarter 2021

Consolidated results – second quarter 2021


	three months ended June 30		six months ended June 30
(millions of $, except per share amounts)	2021	2020	2021	2020

Canadian Natural Gas Pipelines	361	682	717	973
U.S. Natural Gas Pipelines	688	625	1,561	1,463
Mexico Natural Gas Pipelines	138	151	290	390
Liquids Pipelines	250	306	(2,258)	717
Power and Storage	158	(31)	321	33
Corporate	(36)	(20)	(4)	281
Total segmented earnings	1,559	1,713	627	3,857
Interest expense	(583)	(561)	(1,153)	(1,139)
Allowance for funds used during construction	64	81	114	163
Interest income and other	127	203	189	(324)
Income/(loss) before income taxes	1,167	1,436	(223)	2,557
Income tax (expense)/recovery	(147)	(52)	293	112
Net income	1,020	1,384	70	2,669
Net income attributable to non-controlling interests	(6)	(63)	(75)	(159)
Net income/(loss) attributable to controlling interests	1,014	1,321	(5)	2,510
Preferred share dividends	(32)	(40)	(70)	(81)
Net income/(loss) attributable to common shares	982	1,281	(75)	2,429
Net income/(loss) per common share – basic	$1.00	$1.36	($0.08)	$2.59

Net income/(loss) attributable to common shares decreased by $299 million and $2.5 billion or $0.36 and $2.67 per common share for the three and six months ended June 30, 2021 compared to the same periods in 2020. This decrease was primarily due to the $2.2 billion after-tax asset impairment of the Keystone XL pipeline project, net of expected contractual recoveries and other contractual and legal obligations, recorded through the income statement and also reflects the impact of common shares issued for the acquisition of the remaining ownership interests in TC PipeLines, LP in first quarter 2021.

The following specific items were recognized in Net income/(loss) attributable to common shares and were excluded from comparable earnings:

2021 results included:

•a $2.2 billion after-tax asset impairment charge predominantly in first quarter 2021, net of expected contractual recoveries and other contractual and legal obligations, related to the termination of the Keystone XL pipeline project following the January 20, 2021 revocation of the Presidential Permit. Refer to the Recent developments section for additional information

•preservation and other costs of $16 million after tax in second quarter 2021 primarily related to the preservation and storage of Keystone XL pipeline project assets which could not be accrued as part of the Keystone XL impairment charge, and interest expense on the Keystone XL project-level credit facility prior to its termination

•a $13 million after-tax recovery of certain costs from the IESO in second quarter 2021 associated with the Ontario natural gas-fired power plants sold in 2020.

The Keystone XL pipeline project asset impairment charge does not reflect offsetting amounts with respect to the Government of Alberta's related investment in Keystone XL nor their repayment of the project's guaranteed credit facility without recourse to TC Energy, both of which were accounted for within the Condensed consolidated statement of equity in second quarter 2021 and served to reduce our net financial impact from the Keystone XL pipeline project termination. Refer to the Recent developments – Liquids Pipelines section for additional information.

TC Energy Second Quarter 2021 | 9

2020 results included:

•an after-tax gain of $408 million related to the sale of a 65 per cent equity interest in the Coastal GasLink Pipeline Limited Partnership (Coastal GasLink LP) in second quarter 2020

•an income tax valuation allowance release of $281 million following our reassessment of deferred income tax assets that are deemed more likely than not to be realized in first quarter 2020

•an incremental after-tax loss of $80 million in second quarter 2020 related to the Ontario natural-gas fired power plants sold in April 2020, which resulted in a year-to-date after-tax loss of $157 million at June 30, 2020.

Net income/(loss) in both periods included unrealized gains and losses from changes in risk management activities which we exclude, along with the above noted items, to arrive at comparable earnings. A reconciliation of Net income/(loss) attributable to common shares to comparable earnings is shown in the following table.

RECONCILIATION OF NET INCOME/(LOSS) TO COMPARABLE EARNINGS


	three months ended June 30		six months ended June 30
(millions of $, except per share amounts)	2021	2020	2021	2020

Net income/(loss) attributable to common shares	982	1,281	(75)	2,429
Specific items (net of tax):
Keystone XL asset impairment charge and other	2	—	2,194	—
Keystone XL preservation and other	16	—	16	—
Gain on partial sale of Coastal GasLink LP	—	(408)	—	(408)
Income tax valuation allowance release	—	—	—	(281)
(Gain)/loss on sale of Ontario natural gas-fired power plants	(13)	80	(13)	157

Risk management activities1	58	(90)	31	75
Comparable earnings	1,045	863	2,153	1,972
Net income/(loss) per common share	$1.00	$1.36	($0.08)	$2.59
Specific items (net of tax):
Keystone XL asset impairment charge and other	—	—	2.27	—
Keystone XL preservation and other	0.02	—	0.02	—
Gain on partial sale of Coastal GasLink LP	—	(0.43)	—	(0.43)
Income tax valuation allowance release	—	—	—	(0.30)
(Gain)/loss on sale of Ontario natural gas-fired power plants	(0.01)	0.09	(0.01)	0.17

Risk management activities	0.06	(0.10)	0.03	0.07
Comparable earnings per common share	$1.07	$0.92	$2.23	$2.10


1	Risk management activities	three months ended June 30		six months ended June 30
	(millions of $)	2021	2020	2021	2020

	U.S. Natural Gas marketing	(4)	—	2	—
	Liquids marketing	(14)	(41)	10	7
	Canadian Power	1	(2)	1	(1)
	Natural Gas Storage	2	(7)	3	(4)
	Foreign exchange	(63)	170	(58)	(102)
	Income tax attributable to risk management activities	20	(30)	11	25
	Total unrealized (losses)/gains from risk management activities	(58)	90	(31)	(75)

10 | TC Energy Second Quarter 2021

COMPARABLE EBITDA TO COMPARABLE EARNINGS

Comparable EBITDA represents segmented earnings adjusted for the specific items described above and excludes non-cash charges for depreciation and amortization. For further information on our reconciliation to comparable EBITDA refer to the business segment financial results sections.


	three months ended June 30		six months ended June 30
(millions of $, except per share amounts)	2021	2020	2021	2020

Comparable EBITDA
Canadian Natural Gas Pipelines	684	621	1,370	1,218
U.S. Natural Gas Pipelines	879	824	1,934	1,856
Mexico Natural Gas Pipelines	164	181	344	450
Liquids Pipelines	366	432	759	877
Power and Storage	157	135	338	329
Corporate	(4)	6	(7)	4
Comparable EBITDA	2,246	2,199	4,738	4,734
Depreciation and amortization	(633)	(635)	(1,278)	(1,265)
Interest expense included in comparable earnings	(577)	(561)	(1,147)	(1,139)
Allowance for funds used during construction	64	81	114	163
Interest income and other included in comparable earnings	158	7	250	55
Income tax expense included in comparable earnings	(175)	(125)	(379)	(336)
Net income attributable to non-controlling interests	(6)	(63)	(75)	(159)
Preferred share dividends	(32)	(40)	(70)	(81)
Comparable earnings	1,045	863	2,153	1,972
Comparable earnings per common share	$1.07	0.92	$2.23	$2.10

Comparable EBITDA – 2021 versus 2020

Comparable EBITDA increased by $47 million for the three months ended June 30, 2021 compared to the same period in 2020 primarily due to the net effect of the following:

•higher EBITDA from Canadian Natural Gas Pipelines largely due to the impact of increased flow-through income taxes and depreciation along with higher rate-base earnings on the NGTL System and Coastal GasLink development fees

•increased earnings in U.S. Natural Gas Pipelines from Columbia Gas following the application for higher transportation rates effective February 1, 2021, subject to refund upon completion of the current rate proceeding, as well as improved earnings across our U.S. Natural Gas Pipelines assets following the cold weather events of 2021 impacting many of the U.S. markets in which we operate

•higher Power and Storage results attributable to increased earnings at Bruce Power in 2021 due to fewer outage days and a higher contract price, partially offset by higher operating expenses, as well as increased Natural Gas Storage and Other earnings following the November 2020 acquisition of the remaining 50 per cent ownership interest in TC Turbines

•decreased earnings from Liquids Pipelines due to lower volumes on the Keystone Pipeline System, partially offset by increased contributions from liquids marketing activities reflecting higher margins and volumes

•foreign exchange impact of a weaker U.S. dollar on the Canadian dollar equivalent segmented earnings in our U.S. dollar-denominated operations. As detailed below, U.S. dollar-denominated comparable EBITDA increased by US$105 million compared to 2020 to US$1.1 billion, however, this was translated at 1.23 in 2021 versus 1.39 in 2020. Refer to the Foreign exchange discussion below for additional information.

TC Energy Second Quarter 2021 | 11

Comparable EBITDA increased by $4 million for the six months ended June 30, 2021 compared to the same period in 2020 primarily due to the net effect of the following:

•higher EBITDA from Canadian Natural Gas Pipelines largely due to the impact of increased flow-through depreciation along with higher rate-base earnings on the NGTL System, Coastal GasLink development fees and increased flow-through income taxes on the Canadian Mainline, partially offset by lower flow-through financial charges on the Canadian Mainline

•increased earnings in U.S. Natural Gas Pipelines from Columbia Gas following the application for higher transportation rates effective February 1, 2021, subject to refund upon completion of the current rate proceeding, and improved earnings across our U.S. Natural Gas Pipelines assets following the cold weather events of 2021 impacting many of the U.S. markets in which we operate

•higher Power and Storage results attributable to increased Natural Gas Storage and Other earnings following the November 2020 acquisition of the remaining 50 per cent ownership interest in TC Turbines, partially offset by decreased earnings in Bruce Power in 2021 primarily due to higher operating expenses and lower volumes. Canadian Power earnings are consistent, reflecting higher realized margins in 2021 and increased earnings from our MacKay River cogeneration facility, offset by the effect of the sale of our Ontario natural gas-fired power plants in April 2020

•lower contribution from Mexico Natural Gas Pipelines mainly due to US$55 million of fees recognized in 2020 associated with the successful completion of the Sur de Texas pipeline

•foreign exchange impact of a weaker U.S. dollar on the Canadian dollar equivalent segmented earnings in our U.S. dollar-denominated operations. As detailed below, U.S. dollar-denominated comparable EBITDA increased by US$81 million compared to 2020 to US$2.3 billion, however, this was translated at 1.25 in 2021 versus 1.37 in 2020.

While the weakening of the U.S. dollar in 2021 compared to the same periods in 2020 had a considerable negative impact on 2021 comparable EBITDA, the corresponding impact on comparable earnings was not significant due to offsetting natural and economic hedges. Refer to the Foreign exchange discussion below for additional information.

Due to the flow-through treatment of certain expenses including income taxes, financial charges and depreciation on our Canadian rate-regulated pipelines, changes in these expenses impact our comparable EBITDA despite having no significant effect on net income.

Comparable earnings – 2021 versus 2020

Comparable earnings increased by $182 million or $0.15 per common share for the three months ended June 30, 2021 compared to the same period in 2020 and was primarily the net effect of:

•changes in comparable EBITDA described above

•higher Interest income and other mainly attributable to realized gains in 2021 compared to realized losses in 2020 on derivatives used to manage our net exposure to foreign exchange rate fluctuations on U.S. dollar-denominated income

•decreased Non-controlling interests following the March 3, 2021 acquisition of all outstanding common units of TC PipeLines, LP not beneficially owned by TC Energy

•higher Income tax expense primarily due to higher comparable earnings and flow-through income taxes in our Canadian rate-regulated pipelines.

12 | TC Energy Second Quarter 2021

Comparable earnings increased by $181 million or $0.13 per common share for the six months ended June 30, 2021 compared to the same period in 2020 and was primarily the net effect of:

•changes in comparable EBITDA described above

•decreased Non-controlling interests following the March 3, 2021 acquisition of all outstanding common units of TC PipeLines, LP not beneficially owned by TC Energy

•lower AFUDC, predominantly on account of the suspension of recording AFUDC on the Villa de Reyes project effective January 1, 2021 due to ongoing project delays

•higher Income tax expense primarily due to increased flow-through income taxes in our Canadian rate-regulated pipelines and higher comparable earnings.

Comparable earnings per share reflects the impact of common shares issued for the acquisition of the remaining ownership interests in TC PipeLines, LP in first quarter 2021. Refer to the Financial condition section of this MD&A for further information on common share issuances.

Foreign exchange

Certain of our businesses generate all or most of their earnings in U.S. dollars and, since we report our financial results in Canadian dollars, changes in the value of the U.S. dollar against the Canadian dollar directly affect our comparable EBITDA and may also impact comparable earnings. As our U.S. dollar-denominated operations continue to grow, this exposure increases. A portion of the U.S. dollar-denominated comparable EBITDA exposure is naturally offset by U.S. dollar-denominated amounts below comparable EBITDA within Depreciation and amortization, Interest expense and other income statement line items. The balance of the exposure is actively managed on a rolling two-year forward basis using foreign exchange derivatives, however, the natural exposure beyond that period remains. As noted previously, the net impact of the U.S. dollar movements on comparable earnings for the three and six months ended June 30, 2021 compared to 2020, after considering natural offsets and economic hedges, was not significant.

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, 2021			1.23
three months ended June 30, 2020			1.39


six months ended June 30, 2021			1.25
six months ended June 30, 2020			1.37

TC Energy Second Quarter 2021 | 13

The components of our financial results denominated in U.S. dollars are set out in the table below, including our U.S. and Mexico Natural Gas Pipelines operations along with the majority of our Liquids Pipelines business. Comparable EBITDA is a non-GAAP measure.


Pre-tax U.S. dollar-denominated income and expense items	three months ended June 30		six months ended June 30
(millions of US$)	2021	2020	2021	2020

Comparable EBITDA
U.S. Natural Gas Pipelines	717	595	1,550	1,361
Mexico Natural Gas Pipelines1	151	151	310	374
U.S. Liquids Pipelines	217	234	445	489
	1,085	980	2,305	2,224
Depreciation and amortization	(224)	(214)	(442)	(428)
Interest on long-term debt and junior subordinated notes	(313)	(331)	(630)	(663)
Capitalized interest on capital expenditures	1	39	10	51
Allowance for funds used during construction	23	42	40	75
Non-controlling interests and other	(5)	(50)	(60)	(122)
	567	466	1,223	1,137

1Excludes interest expense on our inter-affiliate loan with Sur de Texas which is fully offset in Interest income and other.

14 | TC Energy Second Quarter 2021

Outlook

Consolidated comparable earnings

Our overall comparable earnings per common share outlook for 2021 remains consistent with the 2020 Annual Report. We continue to monitor the impact of COVID-19 and other developments on energy markets, our construction projects and regulatory proceedings for any potential effect on our 2021 comparable earnings per common share.

Consolidated capital spending

Our expected total capital expenditures for 2021 as outlined in the 2020 Annual Report remain materially unchanged. Although we have observed some slowdown on certain of our construction activities and capital expenditures, we do not believe disruptions related to COVID-19 will be material to our overall 2021 capital program but recognize that uncertainty continues to exist.

TC Energy Second Quarter 2021 | 15

Canadian Natural Gas Pipelines

The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the most directly comparable GAAP measure).


	three months ended June 30		six months ended June 30
(millions of $)	2021	2020	2021	2020

NGTL System	408	369	805	713
Canadian Mainline	229	223	465	448
Other Canadian pipelines1	47	29	100	57
Comparable EBITDA	684	621	1,370	1,218
Depreciation and amortization	(323)	(309)	(653)	(615)
Comparable EBIT	361	312	717	603
Specific item:
Gain on partial sale of Coastal GasLink LP	—	370	—	370
Segmented earnings	361	682	717	973

1Includes results from Foothills, Ventures LP, Great Lakes Canada, our investment in TQM, Coastal GasLink development fee revenue as well as general and administrative and business development costs related to our Canadian Natural Gas Pipelines.

Canadian Natural Gas Pipelines segmented earnings decreased by $321 million and $256 million for the three and six months ended June 30, 2021 compared to the same periods in 2020. Second quarter 2020 results included a pre-tax gain of $370 million related to the sale of a 65 per cent equity interest in Coastal GasLink LP which has been excluded from our calculation of comparable EBIT.

Net income and comparable EBITDA for our rate-regulated Canadian natural gas pipelines are primarily affected by our approved ROE, our investment base, the level of deemed common equity and incentive earnings. Changes in depreciation, financial charges and income taxes affect 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
(millions of $)	2021	2020	2021	2020

Net Income
NGTL System	155	139	307	274
Canadian Mainline	53	39	104	78
Average investment base
NGTL System			15,179	13,675
Canadian Mainline			3,692	3,635

Net income for the NGTL System increased by $16 million and $33 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 mainly due to a higher average investment base resulting from continued system expansions. The NGTL System is operating under the 2020-2024 Revenue Requirement Settlement which includes an ROE of 10.1 per cent on 40 per cent deemed common equity, the opportunity to increase depreciation rates if tolls fall below specified levels and an incentive mechanism for certain operating costs where variances from projected amounts are shared with our customers.

16 | TC Energy Second Quarter 2021

Net income for the Canadian Mainline increased by $14 million and $26 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 largely due to higher incentive earnings and the elimination of a $20 million after-tax annual TC Energy contribution included in the previous NEB 2014 Decision. Beginning January 1, 2021, the Canadian Mainline is operating under the 2021-2026 Mainline Settlement which includes an approved ROE of 10.1 per cent on 40 per cent deemed common equity and an incentive to decrease costs and increase revenues on the pipeline under a beneficial sharing mechanism with our customers.

COMPARABLE EBITDA

Comparable EBITDA for Canadian Natural Gas Pipelines increased by $63 million and $152 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 due to the net effect of:

•increased rate-base earnings and higher flow-through depreciation and income taxes on the NGTL System

•Coastal GasLink development fee revenue which commenced in second quarter 2020

•higher flow-through income taxes, increased incentive earnings and elimination of the TC Energy contribution, partially offset by lower flow-through financial charges and depreciation on the Canadian Mainline.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization increased by $14 million and $38 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 mainly due to NGTL System expansion facilities that were placed in service, partially offset by lower depreciation on the Canadian Mainline.

TC Energy Second Quarter 2021 | 17

U.S. Natural Gas Pipelines

On March 3, 2021, we acquired all the outstanding common units of TC PipeLines, LP not beneficially owned by TC Energy or our affiliates in exchange for TC Energy common shares (TC PipeLines, LP acquisition). Refer to the Recent developments section for additional information. TC PipeLines, LP results for the three and six months ended June 30, 2021 and comparative results for the same periods in 2020 reflect our ownership interests in eight natural gas pipelines prior to the acquisition.

The table below is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the most directly comparable GAAP measure).


	three months ended June 30		six months ended June 30
(millions of US$, unless otherwise noted)	2021	2020	2021	2020

Columbia Gas	355	288	763	660
ANR	150	114	301	261
Columbia Gulf	52	47	109	97
Great Lakes1,4	36	17	77	47
GTN2,4	40	—	55	—
Other U.S. pipelines3,4	77	22	137	50
TC PipeLines, LP4,5	—	26	24	60
Non-controlling interests5	7	81	84	186
Comparable EBITDA	717	595	1,550	1,361
Depreciation and amortization	(153)	(144)	(301)	(288)
Comparable EBIT	564	451	1,249	1,073
Foreign exchange impact	128	174	310	390
Comparable EBIT (Cdn$)	692	625	1,559	1,463
Specific item:
Risk management activities	(4)	—	2	—
Segmented earnings (Cdn$)	688	625	1,561	1,463

1Results reflect our 53.55 per cent direct interest in Great Lakes until March 3, 2021 and our 100 per cent ownership interest subsequent to the TC PipeLines, LP acquisition.

2Reflects 100 per cent of GTN's earnings subsequent to the TC PipeLines, LP acquisition on March 3, 2021.

3Reflects earnings from our ownership in our mineral rights business (CEVCO), Crossroads, and our share of equity income from Millennium and Hardy Storage, as well as general and administrative and business development costs related to our U.S. natural gas pipelines. For the period subsequent to the TC PipeLines, LP acquisition on March 3, 2021, results also include 100 per cent of Bison, North Baja, and Tuscarora, 61.7 per cent of Portland, plus our equity income from Northern Border and Iroquois.

4Our ownership interest in TC PipeLines, LP was 25.5 per cent prior to the acquisition on March 3, 2021, at which time it became 100 per cent. Prior to March 3, 2021, results reflected TC PipeLines, LP’s 46.45 per cent interest in Great Lakes, its ownership of GTN, Bison, North Baja, Portland and Tuscarora as well as its share of equity income from Northern Border and Iroquois.

5Reflects earnings attributable to portions of TC PipeLines, LP and Portland that we did not own prior to the TC PipeLines, LP acquisition on March 3, 2021, and subsequently reflects earnings attributable to the remaining 38.3 per cent interest in Portland we do not own.

U.S. Natural Gas Pipelines segmented earnings increased by $63 million and $98 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 and included unrealized losses and gains from changes in the fair value of derivatives related to our U.S. Natural Gas marketing business in 2021 which have been excluded from our calculation of comparable EBIT. A weaker U.S. dollar in 2021 had a negative impact on the Canadian dollar equivalent segmented earnings from our U.S. operations compared to the same period in 2020. Refer to the Consolidated results – Foreign exchange section for additional information.

18 | TC Energy Second Quarter 2021

Comparable EBITDA for U.S. Natural Gas Pipelines increased by US$122 million and US$189 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 and was primarily due to the net effect of:

•a net increase in earnings from Columbia Gas following the application for higher transportation rates effective February 1, 2021, subject to refund upon completion of the rate proceeding, along with incremental earnings resulting from greater capitalized pipeline integrity costs in 2021 compared to 2020, partially offset by higher property taxes. Refer to the Recent developments section for additional information

•increased earnings across our U.S. Natural Gas Pipelines assets due to the cold weather events of first quarter 2021 impacting many of the U.S. markets in which we operate.

The positive impact on comparable earnings following the March 3, 2021 TC PipeLines, LP acquisition noted above is reflected through a reduction in Non-controlling interests. Refer to the Corporate – Net income attributable to non-controlling interests section for additional information.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization increased by US$9 million and US$13 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 mainly due to new projects placed in service.

TC Energy Second Quarter 2021 | 19

Mexico Natural Gas Pipelines

The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the most directly comparable GAAP measure).


	three months ended June 30		six months ended June 30
(millions of US$, unless otherwise noted)	2021	2020	2021	2020









Topolobampo	40	40	81	80
Sur de Texas1	27	28	61	122
Tamazunchale	31	30	62	60
Guadalajara	18	15	37	31
Mazatlán	18	17	35	35
Comparable EBITDA	134	130	276	328
Depreciation and amortization	(22)	(22)	(44)	(44)
Comparable EBIT	112	108	232	284
Foreign exchange impact	26	43	58	106
Comparable EBIT and segmented earnings (Cdn$)	138	151	290	390

1Represents equity income from our 60 per cent interest and fees earned from the construction and operation of the pipeline.

Mexico Natural Gas Pipelines comparable EBIT and segmented earnings decreased by $13 million and $100 million for the three and six months ended June 30, 2021 compared to the same periods in 2020. Lower comparable EBITDA and a weaker U.S. dollar for the three and six months ended June 30, 2021 had a negative impact on the Canadian dollar equivalent segmented earnings compared to the same periods in 2020. Refer to the Consolidated results – Foreign exchange section for additional information.

Comparable EBITDA for Mexico Natural Gas Pipelines increased by US$4 million for the three months ended June 30, 2021 compared to the same period in 2020 primarily as a result of increased earnings on Guadalajara following the implementation of a flow reversal completed in 2020, and decreased by US$52 million for the six months ended June 30, 2021 compared to the same period in 2020 mainly attributable to US$55 million of fees recognized in first quarter 2020 associated with the successful completion of the Sur de Texas pipeline.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization for the three and six months ended June 30, 2021 was consistent with the same periods in 2020.

20 | TC Energy Second Quarter 2021

Liquids Pipelines

The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings/(losses) (the most directly comparable GAAP measure).


	three months ended June 30		six months ended June 30
(millions of $)	2021	2020	2021	2020

Keystone Pipeline System	311	380	629	768
Intra-Alberta pipelines1	23	23	45	47
Liquids marketing and other	32	29	85	62
Comparable EBITDA	366	432	759	877
Depreciation and amortization	(78)	(85)	(158)	(167)
Comparable EBIT	288	347	601	710
Specific items:
Keystone XL asset impairment charge and other	(9)	—	(2,854)	—
Keystone XL preservation and other	(15)	—	(15)	—
Risk management activities	(14)	(41)	10	7
Segmented earnings/(losses)	250	306	(2,258)	717
Comparable EBITDA denominated as follows:
Canadian dollars	100	107	204	209
U.S. dollars	217	234	445	489
Foreign exchange impact	49	91	110	179
Comparable EBITDA	366	432	759	877

1Intra-Alberta pipelines include Grand Rapids, White Spruce and Northern Courier.

Liquids Pipelines segmented earnings decreased by $56 million and $2,975 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 and included the following specific items which have been excluded from our calculation of comparable EBIT and comparable earnings:

•a $9 million and $2,854 million pre-tax asset impairment charge, net of expected contractual recoveries and other contractual and legal obligations, for the three and six months ended June 30, 2021, associated with the termination of the Keystone XL pipeline and related projects following the January 20, 2021 revocation of the Presidential Permit. Refer to the Recent developments section for additional information

•pre-tax preservation and other costs of $15 million for the three and six months ended June 30, 2021 related to the preservation and storage of the Keystone XL pipeline project assets which could not be accrued as part of the Keystone XL impairment charge

•unrealized losses and gains from changes in the fair value of derivatives related to our liquids marketing business.

A weaker U.S. dollar in 2021 had a negative impact on the Canadian dollar equivalent segmented earnings from our U.S. operations compared to the same periods in 2020. Refer to the Consolidated results – Foreign exchange section for additional information.

TC Energy Second Quarter 2021 | 21

Comparable EBITDA for Liquids Pipelines decreased by $66 million and $118 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 and was primarily due to the net effect of:

•lower volumes on the Keystone Pipeline System

•increased contributions from liquids marketing activities mainly attributable to higher margins and volumes.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization decreased by $7 million and $9 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 primarily as a result of a weaker U.S. dollar.

22 | TC Energy Second Quarter 2021

Power and Storage

The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings/(losses) (the most directly comparable GAAP measure).


	three months ended June 30		six months ended June 30
(millions of $)	2021	2020	2021	2020

Bruce Power1	90	80	184	199
Canadian Power2	57	55	126	125
Natural Gas Storage and other	10	—	28	5
Comparable EBITDA	157	135	338	329
Depreciation and amortization	(19)	(12)	(38)	(30)
Comparable EBIT	138	123	300	299
Specific items:
Gain/(loss) on sale of Ontario natural gas-fired power plants	17	(145)	17	(261)
Risk management activities	3	(9)	4	(5)
Segmented earnings/(losses)	158	(31)	321	33

1Represents our share of equity income from Bruce Power.

2Includes Napanee from in-service in March 2020 and our other Ontario natural gas-fired power plants until sold in April 2020.

Power and Storage segmented earnings increased by $189 million and $288 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 and included the following specific items which have been excluded from comparable EBIT:

•a $17 million pre-tax recovery of certain costs from the IESO in second quarter 2021 associated with the Ontario natural gas-fired power plants sold in 2020. Incremental pre-tax losses on the sale of $145 million and $261 million were recorded in the three and six months ended June 30, 2020

•unrealized gains and losses from changes in the fair value of derivatives used to reduce our exposure to certain commodity price risks.

Comparable EBITDA for Power and Storage increased by $22 million and $9 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 primarily due to the net effect of:

•increased Bruce Power contribution for the three months ended June 30, 2021 compared to the same period in 2020 driven by higher volumes resulting from fewer outage days and a higher contract price, partially offset by increased operating expenses. Decreased results for the six months ended June 30, 2021 versus the same period in 2020 were mainly attributable to increased operating expenses and lower volumes resulting from greater outage days, partially offset by gains in 2021 on funds invested for post-retirement benefits. Additional financial and operating information on Bruce Power is provided below

•increased Natural Gas Storage and other earnings as a result of the November 2020 acquisition of the remaining 50 per cent ownership interest in TC Turbines and higher realized Alberta natural gas storage spreads

•consistent Canadian Power earnings reflecting higher realized margins in 2021 as well as earnings from our MacKay River cogeneration facility following its return to service in May 2020, offset by the sale of our Ontario natural gas-fired power plants in April 2020.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization increased $7 million and $8 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 and includes incremental TC Turbines depreciation following the November 2020 acquisition of the remaining 50 per cent ownership interest as well as other adjustments in second quarter 2020.

TC Energy Second Quarter 2021 | 23

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
(millions of $, unless otherwise noted)	2021		2020		2021		2020

Equity income included in comparable EBITDA and EBIT comprised of:
Revenues1	405		371		809		838
Operating expenses	(238)		(211)		(463)		(447)
Depreciation and other	(77)		(80)		(162)		(192)
Comparable EBITDA and EBIT2	90		80		184		199
Bruce Power – other information
Plant availability3,4	85	%	79	%	85	%	86	%
Planned outage days4	91		123		165		169
Unplanned outage days	7		6		22		12
Sales volumes (GWh)2	5,032		4,716		10,096		10,308
Realized power price per MWh5	$81		$80		$80		$81

1Net of amounts recorded to reflect operating cost efficiencies shared with the IESO.

2Represents our 48.3 per cent (2020 – 48.4 per cent) ownership interest in Bruce Power. Sales volumes include deemed generation and Unit 6 output until January 2020 when its MCR program commenced.

3The percentage of time the plant was available to generate power, regardless of whether it was running.

4Excludes Unit 6 MCR outage days.

5Calculation based on actual and deemed generation. Realized power price 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.

The Unit 6 MCR outage commenced in January 2020. Planned maintenance on Unit 1 was completed in first quarter 2021 and commenced on Unit 3 in March 2021. During the Unit 6 MCR and Unit 3 outages currently underway, certain findings arose that are expected to result in a delay to the return to service of Unit 3. Refer to the Recent developments section of this MD&A for further information. Planned maintenance is still expected to occur on Unit 7 in fourth quarter 2021 and the average 2021 plant availability, excluding the Unit 6 MCR, is now expected to be in the low-80 per cent range.

24 | TC Energy Second Quarter 2021

Corporate

The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to Corporate segmented (losses)/earnings (the most directly comparable GAAP measure).


	three months ended June 30		six months ended June 30
(millions of $)	2021	2020	2021	2020

Comparable EBITDA and EBIT	(4)	6	(7)	4
Specific item:
Foreign exchange (loss)/gain – inter-affiliate loans1	(32)	(26)	3	277
Segmented (losses)/earnings	(36)	(20)	(4)	281

1Reported in Income from equity investments in the Condensed consolidated statement of income.

Corporate segmented losses increased by $16 million for the three months ended June 30, 2021 while Corporate segmented earnings decreased by $285 million for the six months ended June 30, 2021 compared to the same periods in 2020 and included foreign exchange losses and gains on our proportionate share of peso-denominated inter-affiliate loans to the Sur de Texas joint venture from its partners. These amounts are recorded in Income from equity investments in the Corporate segment and have been excluded from our calculation of comparable EBITDA and EBIT as they are fully offset by corresponding foreign exchange gains and losses on the inter-affiliate loan receivable included in Interest income and other. Refer to the Financial risks and financial instruments – Related party transactions section for additional information.

Comparable EBITDA and EBIT for Corporate decreased by $10 million and $11 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 primarily due to a U.S. capital tax adjustment recorded in second quarter 2020.

Interest expense


	three months ended June 30		six months ended June 30
(millions of $)	2021	2020	2021	2020

Interest on long-term debt and junior subordinated notes
Canadian dollar-denominated	(177)	(176)	(347)	(333)
U.S. dollar-denominated	(313)	(331)	(630)	(663)
Foreign exchange impact	(73)	(127)	(157)	(242)
	(563)	(634)	(1,134)	(1,238)
Other interest and amortization expense	(15)	(14)	(31)	(52)
Capitalized interest	1	87	18	151
Interest expense included in comparable earnings	(577)	(561)	(1,147)	(1,139)
Specific item:
Keystone XL preservation and other	(6)	—	(6)	—
Interest expense	(583)	(561)	(1,153)	(1,139)

TC Energy Second Quarter 2021 | 25

Interest expense increased by $22 million and $14 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 and included $6 million in second quarter 2021 related to the Keystone XL project-level credit facility for the period following the revocation of the Presidential Permit for the Keystone XL pipeline. This has been removed from our calculation of interest expense included in comparable earnings.

Interest expense included in comparable earnings increased by $16 million and $8 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 primarily due to the net effect of:

•lower capitalized interest due to its cessation for the Keystone XL pipeline project following the revocation of the Presidential Permit in January 2021, the change to equity accounting for our Coastal GasLink investment upon the sale of a 65 per cent interest in Coastal GasLink LP in second quarter 2020 and the completion of the Napanee power plant in first quarter 2020

•long-term debt issuances, net of maturities. Refer to the Financial condition section for additional information

•lower interest rates on reduced levels of short-term borrowings

•the foreign exchange impact from a weaker U.S. dollar on translation of U.S. dollar-denominated interest.

Allowance for funds used during construction


	three months ended June 30		six months ended June 30
(millions of $)	2021	2020	2021	2020

Canadian dollar-denominated	36	23	64	60
U.S. dollar-denominated	23	42	40	75
Foreign exchange impact	5	16	10	28
Allowance for funds used during construction	64	81	114	163

AFUDC decreased by $17 million and $49 million for the three and six months ended June 30, 2021 compared to the same periods in 2020. The increases in Canadian dollar-denominated AFUDC are primarily related to a higher balance of NGTL System expansion projects under construction. The decreases in U.S. dollar-denominated AFUDC are mainly the result of the suspension of recording AFUDC on the Villa de Reyes project effective January 1, 2021 due to ongoing delays on the project, partially offset by increased capital expenditures on ANR pipeline projects.

Interest income and other


	three months ended June 30		six months ended June 30
(millions of $)	2021	2020	2021	2020

Interest income and other included in comparable earnings	158	7	250	55
Specific items:
Foreign exchange gains/(losses) – inter-affiliate loan	32	26	(3)	(277)
Risk management activities	(63)	170	(58)	(102)
Interest income and other	127	203	189	(324)

Interest income and other decreased by $76 million and increased by $513 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 and included the following specific items which have been removed from our calculation of Interest income and other included in comparable earnings:

•foreign exchange gains and losses on the peso-denominated inter-affiliate loan receivable from the Sur de Texas joint venture

•unrealized losses and gains from changes in the fair value of derivatives used to manage our foreign exchange risk.

26 | TC Energy Second Quarter 2021

Our proportionate share of the corresponding foreign exchange losses and gains and interest expense on the peso-denominated inter-affiliate loans to the Sur de Texas joint venture from its partners are reflected in Income from equity investments in the Corporate and Mexico Natural Gas Pipelines segments, respectively. The foreign exchange gains and losses on these inter-affiliate loans are removed from comparable earnings while the interest income and interest expense are included in comparable earnings with all amounts offsetting and resulting in no impact on net income. Refer to the Financial risks and financial instruments – Related Party Transactions section for additional information.

Interest income and other included in comparable earnings increased by $151 million and $195 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 mainly due to realized gains in 2021 compared to realized losses in 2020 on derivatives used to manage our net exposure to foreign exchange rate fluctuations on U.S. dollar-denominated income.

Income tax (expense)/recovery


	three months ended June 30		six months ended June 30
(millions of $)	2021	2020	2021	2020

Income tax expense included in comparable earnings	(175)	(125)	(379)	(336)
Specific items:
Keystone XL asset impairment charge and other1	7	—	660	—
Keystone XL preservation and other1	5	—	5	—
Income tax valuation allowance release	—	—	—	281
Gain/(loss) on sale of Ontario natural gas-fired power plants	(4)	65	(4)	104
Gain on partial sale of Coastal GasLink LP	—	38	—	38

Risk management activities	20	(30)	11	25
Income tax (expense)/recovery	(147)	(52)	293	112

1Includes $7 million of deferred income tax recovery and $5 million of current income tax recovery for the three months ended June 30, 2021 and $785 million of deferred income tax recovery and $120 million of current income tax expense for the six months ended June 30, 2021.

Income tax expense increased by $95 million for the three months ended June 30, 2021 compared to the same period in 2020 primarily due to the release of income tax valuation allowances related to the Ontario natural gas-fired power plant and Coastal GasLink LP sale transactions and the non-taxable portion of capital gains recognized in second quarter 2020. Income tax recovery increased by $181 million for the six months ended June 30, 2021 compared to the same period in 2020 primarily due to the income tax impact of the Keystone XL pipeline project asset impairment charge in 2021, partially offset by the income tax valuation allowance release of $281 million which was recorded in first quarter 2020 following our reassessment of deferred income tax assets that are deemed more likely than not to be realized along with the release of income tax valuation allowances related to the Ontario natural gas-fired power plant and Coastal GasLink LP sale transactions and the non-taxable portion of capital gains recognized in second quarter 2020. These items were removed from Income tax expense included in comparable earnings in addition to the income tax impacts of the specific items referenced elsewhere in this MD&A.

Income tax expense included in comparable earnings increased by $50 million and $43 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 primarily due to higher flow-through income taxes on Canadian rate-regulated pipelines and increased earnings, partially offset by higher foreign income tax rate differentials.

TC Energy Second Quarter 2021 | 27

Net income attributable to non-controlling interests


	three months ended June 30		six months ended June 30
(millions of $)	2021	2020	2021	2020

Net income attributable to non-controlling interests	(6)	(63)	(75)	(159)

Net income attributable to non-controlling interests for the three and six months ended June 30, 2021 decreased by $57 million and $84 million compared to the same periods in 2020 primarily as a result of the March 3, 2021 acquisition of all outstanding common units of TC PipeLines, LP not beneficially owned by TC Energy. Subsequent to the acquisition, TC PipeLines, LP became an indirect, wholly-owned subsidiary of TC Energy. Refer to the U.S. Natural Gas Pipelines section and Note 10, Non-controlling interests, of our Condensed consolidated financial statements for additional information.

Preferred share dividends


	three months ended June 30		six months ended June 30
(millions of $)	2021	2020	2021	2020

Preferred share dividends	(32)	(40)	(70)	(81)

Preferred share dividends decreased by $8 million and $11 million for the three and six months ended June 30, 2021 compared to the same periods in 2020 primarily due to the redemption of all issued and outstanding Series 13 preferred shares on May 31, 2021.

28 | TC Energy Second Quarter 2021

Recent developments

COVID-19

Amid the ongoing adaptations and restrictions in place as a result of the COVID-19 pandemic, we continue to effectively operate our assets, conduct commercial activities and execute on projects with a focus on health, safety and reliability. While it remains premature to ascertain any long-term impact that COVID-19 may have on our capital program, directionally we have observed some slowdown on certain of our construction activities and capital expenditures largely due to permitting delays as regulators have been unable to process permits and conduct consultations within timeframes that were originally anticipated. Additional details for capital projects more significantly impacted by COVID-19 are provided below.

The degree to which COVID-19 has a more pronounced longer-term impact on our operations and growth projects will depend on future developments, policies and actions, all of which remain somewhat uncertain. Additional information regarding the risks, uncertainties and impact on our business from COVID-19 can be found throughout this MD&A including the Capital program, Outlook and the Financial risks and financial instruments sections.

CANADIAN NATURAL GAS PIPELINES

Coastal GasLink

From December 2020 until April 13, 2021, in response to the COVID-19 pandemic, an order of the British Columbia Provincial Health Officer restricted the number of workers on industrial sites across northern British Columbia, including Coastal GasLink, and, as a result, only critical construction activities continued during this time. Major erosion and sediment control work was required in the absence of continued pipeline construction during the winter period. On April 13, 2021, the provincial health order was lifted allowing the project to finalize remobilization plans for the summer construction program.

As a result of scope changes, permit delays and the impacts from COVID-19, including the provincial health order, we continue to expect project costs to increase significantly along with a delay to project completion compared to the original project cost and schedule. Coastal GasLink has sought and will continue to mitigate cost increases and schedule delays. Coastal GasLink expects incremental costs will be included in the final pipeline tolls, subject to certain conditions.

Coastal GasLink is in dispute with LNG Canada with respect to the recognition of certain costs and the impacts on schedule. If a resolution is not reached in the near term, Coastal GasLink may be required to suspend certain key construction activities but would continue with work required for safety reasons and compliance with regulatory requirements. Any equity required to be contributed by Coastal GasLink LP partners, including us, to fund incremental costs will be determined by the substance of a resolution with LNG Canada.

Coastal GasLink continues to have access to a subordinated demand revolving facility with TC Energy which provides the project with additional short-term funding and financial flexibility and on which $220 million was drawn at June 30, 2021. If necessary, as an interim measure, the total amount of available credit facilities provided to Coastal GasLink by TC Energy may be expanded to allow Coastal GasLink to access incremental short-term funding as a bridge to a required increase in project-level financing or project recoveries.

NGTL System

In the six months ended June 30, 2021, the NGTL System placed approximately $0.1 billion of capacity projects in service.

TC Energy Second Quarter 2021 | 29

U.S. NATURAL GAS PIPELINES

Columbia Gas Section 4 Rate Case

Columbia Gas filed a Section 4 Rate Case with FERC in July 2020 requesting an increase to its maximum transportation rates effective February 1, 2021, subject to refund upon completion of the rate proceeding. On July 28, 2021, Columbia Gas notified FERC that it has reached a settlement-in-principle with its customers addressing all remaining issues in the case, including but not limited to the resolution of rates and continuation of Columbia Gas's modernization program. While definitive terms are still being finalized, Columbia Gas expects a final settlement to be filed with FERC in third quarter 2021, with 2021 revenue expected to be generally consistent with estimates recorded to date, subject to revision following completion and approval of settlement terms.

Acquisition of TC PipeLines, LP

On March 3, 2021, we completed the previously announced acquisition pursuant to the agreement dated December 14, 2020. Refer to the Recent developments – Corporate section for additional information.

Grand Chenier XPress

Phase I of Grand Chenier XPress, an expansion project on the ANR pipeline system connecting supply directly to U.S. Gulf Coast LNG export facilities, went into service in April 2021. Phase II is expected to be placed in service in early 2022.

VR Project

We are actively developing projects that will replace and upgrade certain facilities while reducing emissions along portions of our pipeline systems in principal delivery markets. The enhanced facilities will improve reliability of the systems and allow for additional transportation services to address growing demand under long-term contracts while reducing direct carbon dioxide equivalent (CO2e) emissions. Consistent with this initiative, the VR project on the Columbia Gas system has been sanctioned, subject to customary conditions precedent and normal-course regulatory approvals and is included in the Secured projects table within the Capital program section of this MD&A. This project represents an approximate US$0.7 billion capital investment and is targeted to be placed in service during the second half of 2025.

MEXICO NATURAL GAS PIPELINES

Tula and Villa de Reyes

The CFE initiated arbitration in June 2019 for the Tula and Villa de Reyes projects, disputing fixed capacity payments due to force majeure events. Arbitration proceedings are currently suspended while management advances settlement discussions with the CFE.

Villa de Reyes construction is ongoing but has been delayed due to COVID-19 contingency measures which have impeded our ability to obtain work authorizations as a result of administrative closures. We expect to reach partial in-service by the end of 2021, with the remainder of the construction of Villa de Reyes completed in the first half of 2022.

LIQUIDS PIPELINES

Keystone XL

On June 9, 2021, following the revocation of the Presidential Permit for the Keystone XL pipeline project on January 20, 2021, and after a comprehensive review of options in consultation with our partner, the Government of Alberta, we terminated the Keystone XL pipeline project.

The Keystone XL investment was evaluated for impairment in first quarter 2021 along with our investments in related capital projects including Heartland Pipeline, TC Terminals and Keystone Hardisty Terminal. We determined that the carrying amount of these assets was no longer fully recoverable. As a result, we recognized an asset impairment charge, net of expected contractual recoveries and other contractual and legal obligations related to termination activities, of $2.8 billion ($2.2 billion after tax) for the six months ended June 30, 2021, which was excluded from comparable earnings. The asset impairment charge was based on the excess of the carrying value of $3.3 billion over the estimated fair value of $0.2 billion.

30 | TC Energy Second Quarter 2021

Termination activities and related costs will continue through 2022 with any adjustments to the estimated fair value and future contractual and legal obligations expensed as determined and excluded from comparable earnings. Refer to Note 5, Keystone XL, of our Condensed consolidated financial statements for additional information.

Although we recorded a $2.2 billion after-tax asset impairment charge, net of expected contractual recoveries and other contractual and legal obligations related to the Keystone XL pipeline project termination activities, a significant portion of this amount was shared with the Government of Alberta, thereby reducing the net financial impact to TC Energy. In June 2021, Class A Interests previously issued to the Government of Alberta totaling $394 million were repurchased for a nominal amount, the $1.0 billion (US$849 million) balance on the credit facility was guaranteed and fully paid by the Government of Alberta and $91 million of Class C Interests were issued to the Government of Alberta entitling them to future liquidation proceeds from specified Keystone XL project assets. After considering these transactions, including the tax impact thereon, the net financial impact to us as a result of the termination of Keystone XL and related projects at June 30, 2021 was $1.1 billion determined as follows:


(millions of $)						June 30, 2021

Asset impairment charge and other (after tax)1						2,194
Government of Alberta Class A Interests repurchased for a nominal amount2						(394)
Credit facility balance – guaranteed and paid by the Government of Alberta (net) 2,3						(737)
Net financial impact of the termination of the Keystone XL pipeline project						1,063

1Refer to Note 5, Keystone XL, of our Condensed consolidated financial statements for additional information.

2Recognized through the Condensed consolidated statement of equity.

3Net of income taxes and Class C Interests issued.

After the Presidential Permit was revoked, construction activities ceased except for certain activities required to clean up and reclaim worksites in adherence to our commitment to safety, the environment, and our regulatory requirements. We will continue to coordinate with regulators, stakeholders and Indigenous groups to meet our environmental and regulatory commitments and ensure a safe exit from the Keystone XL pipeline project. The majority of these associated costs were funded through a final drawdown on the project-level credit facility which occurred in June 2021, subsequent to which the credit facility was fully repaid by the Government of Alberta and terminated.

Legacy challenges to the 2019 Presidential Permit and the Bureau of Land Management Grant of Right-of-Way remain pending before the federal district court in Montana. With the revocation of the Presidential Permit and termination of the project, we have moved to dismiss the pending challenge to the Presidential Permit and are coordinating with the Department of Justice with respect to dismissal of the remaining cases.

On July 2, 2021, TC Energy filed a Notice of Intent to initiate a legacy North American Free Trade Agreement (NAFTA) claim to recover economic damages resulting from the revocation of the Presidential Permit for the Keystone XL pipeline. We will be seeking to recover more than US$15 billion in damages as a result of the U.S. Government's breach of its NAFTA obligations. This claim is in a preliminary stage and the timing of outcome is unknown at present.

Port Neches

On March 8, 2021, we entered a joint venture with Motiva Enterprises (Motiva) to construct the US$152 million Port Neches Link pipeline system which will connect the Keystone Pipeline System to Motiva’s Port Neches Terminal, which supplies 630,000 Bbl/d to their Port Arthur refinery. This common carrier pipeline system will also include facilities to tie in additional liquids terminals to the Keystone Pipeline System with other downstream infrastructure and is expected to be in service in the second half of 2022.

TC Energy Second Quarter 2021 | 31

POWER AND STORAGE

Renewable energy requests for information (RFI)

Through an RFI process in second quarter 2021, we announced that we were seeking to identify potential contracts and/or investment opportunities in up to 620 MW of wind energy projects, 300 MW of solar projects and 100 MW of energy storage projects to meet the electricity needs of a portion of our U.S. pipeline assets. We are currently evaluating the responses received.

Bruce Power outage

As part of the planned inspections, testing, analysis and maintenance activities at Bruce Power during the current Unit 6 MCR outage and planned Unit 3 outage, higher than anticipated readings of hydrogen concentration in pressure tubes were detected. The other six units currently in operation at the facility have all been inspected during recent planned outages and it was determined that there is no impact on their safe operation. Bruce Power has advised the Canadian Nuclear Safety Commission (CNSC) and is working on next steps.

These developments are expected to result in a delay to the return to service of Unit 3 following its planned outage which was expected to be completed in early fourth quarter 2021. The timing of the return to service will depend upon the final results of the analysis and Bruce Power’s submission to CNSC. We do not expect this development to have a material impact on our earnings or cash flows.

ALBERTA CARBON GRID

On June 17, 2021, we announced a partnership with Pembina Pipeline Corporation to jointly develop a carbon transportation and sequestration system which, when fully constructed, would be capable of transporting more than 20 million tonnes of CO2 annually. By leveraging existing pipelines and a newly developed sequestration hub, the Alberta Carbon Grid (ACG) is expected to provide an infrastructure platform for Alberta-based industries to manage their emissions and contribute to a lower-carbon economy. Designed to be an open-access system, the ACG would connect the Fort McMurray, Alberta Industrial Heartland and Drayton Valley regions to key sequestration locations and delivery points across the province.

CORPORATE

Retirement and appointment of our Executive Vice-President and CFO

On May 17, 2021, we announced that Don Marchand, Executive Vice-President and Chief Financial Officer (CFO), will retire from TC Energy on November 1, 2021, stepping down as CFO on July 31, 2021. Joel Hunter, currently Senior Vice-President, Capital Markets, will succeed Mr. Marchand as Executive Vice-President and CFO. Mr. Marchand will assist Mr. Hunter with the transition from August through November.

Acquisition of TC PipeLines, LP

On March 3, 2021, we completed the acquisition of all of the outstanding common units of TC PipeLines, LP not beneficially owned by TC Energy, resulting in TC PipeLines, LP becoming an indirect, wholly-owned subsidiary of TC Energy. Upon close of the transaction and in accordance with the acquisition terms, TC PipeLines, LP common unitholders received 0.70 common shares of TC Energy for each issued and outstanding publicly-held TC PipeLines, LP common unit resulting in the issuance of 38 million TC Energy common shares valued at approximately $2.1 billion, net of transaction costs. Refer to Note 10, Non-controlling interests, of our Condensed consolidated financial statements for additional information.

32 | TC Energy Second Quarter 2021

Financial condition

We strive to maintain financial strength and flexibility in all parts of the economic cycle. We rely on our operating cash flows to sustain our business, pay dividends and fund a portion of our growth. In addition, we access capital markets and engage in portfolio management 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 predictable and growing cash flows from operations, access to capital markets, portfolio management, joint ventures, asset-level financing, cash on hand and substantial committed credit facilities. Annually, in fourth quarter, we renew and extend our credit facilities as required.

At June 30, 2021, our current assets totaled $8.3 billion and current liabilities amounted to $13.7 billion, leaving us with a working capital deficit of $5.4 billion compared to $6.8 billion at December 31, 2020. Our working capital deficiency is considered to be in the normal course of business and is managed through:

•our ability to generate predictable and growing cash flows from operations

•a total of $9.8 billion of committed revolving credit facilities of which $8.3 billion of short-term borrowing capacity remains available, net of $1.5 billion backstopping outstanding commercial paper balances. We also have arrangements in place for a further $2.4 billion of demand credit facilities of which $1.2 billion remains available as of June 30, 2021

•our access to capital markets, including through securities issuances, incremental credit facilities, portfolio management activities, DRP and Corporate ATM programs, if deemed appropriate.

CASH PROVIDED BY OPERATING ACTIVITIES


	three months ended June 30		six months ended June 30
(millions of $)	2021	2020	2021	2020

Net cash provided by operations	1,711	1,613	3,377	3,336
Increase/(decrease) in operating working capital	27	(64)	259	307
Funds generated from operations	1,738	1,549	3,636	3,643
Specific item:
Current income tax (recovery)/expense on Keystone XL asset impairment charge, preservation and other	(5)	—	120	—
Keystone XL preservation and other	21	—	21	—


Comparable funds generated from operations	1,754	1,549	3,777	3,643

Net Cash Provided by Operations

Net cash provided by operations increased by $98 million for the three months ended June 30, 2021 compared to the same period in 2020 primarily due to higher funds generated from operations, partially offset by the amount and timing of working capital changes. Net cash provided by operations increased by $41 million for the six months ended June 30, 2021 compared to the same period in 2020 mainly due to the amount and timing of working capital changes.

Comparable Funds Generated From Operations

Comparable funds generated from operations, a non-GAAP measure, helps us assess the cash generating ability of our businesses by excluding the timing effects of working capital changes as well as the cash impact of our specific items.

Comparable funds generated from operations increased by $205 million for the three months ended June 30, 2021 compared to the same period in 2020 primarily due to higher comparable earnings, including lower current income taxes.

Comparable funds generated from operations increased by $134 million for the six months ended June 30, 2021 compared to the same period in 2020 primarily due to higher comparable earnings, including lower current income taxes, which was partially offset by fees collected in 2020 associated with the successful completion of the Sur de Texas pipeline.

TC Energy Second Quarter 2021 | 33

CASH USED IN INVESTING ACTIVITIES


	three months ended June 30		six months ended June 30
(millions of $)	2021	2020	2021	2020

Capital spending
Capital expenditures	(1,214)	(1,990)	(2,859)	(3,986)
Capital projects in development	—	—	—	(122)
Contributions to equity investments	(225)	(160)	(465)	(311)
	(1,439)	(2,150)	(3,324)	(4,419)
Proceeds from sale of assets, net of transaction costs	—	3,407	—	3,407



Loan to affiliate	(220)	—	(220)	—


Deferred amounts and other	(98)	(73)	(404)	(222)
Net cash (used in)/provided by investing activities	(1,757)	1,184	(3,948)	(1,234)

Capital expenditures in 2021 were incurred primarily for the expansion of the NGTL System, the ANR pipeline system and Columbia Gas projects as well as maintenance capital expenditures. Lower capital spending in 2021 compared to 2020 reflects the sale of a 65 per cent equity interest in and subsequent equity accounting for Coastal GasLink LP in second quarter 2020, along with reduced spending on the NGTL System and Columbia Gas projects and the completion of the Napanee power plant in 2020.

Costs incurred on capital projects in development in 2020 were mostly attributable to spending on the Keystone XL pipeline project prior to its reclassification to Plant, property and equipment upon reaching a positive final investment decision in March 2020.

Contributions to equity investments increased in 2021 compared to 2020 mainly due to higher investment in Bruce Power.

In second quarter 2020, we closed the sale of our Ontario natural gas-fired power plants for net proceeds of approximately $2.8 billion and the sale of a 65 per cent equity interest in Coastal GasLink LP for net proceeds of $656 million.

TC Energy entered into a subordinated demand revolving credit facility with Coastal GasLink LP to provide additional short-term liquidity and funding flexibility to the project. During the three months ended June 30, 2021, $220 million was drawn on this facility. Refer to Note 7, Loans receivable from affiliates, of our Condensed consolidated financial statements for additional information.

34 | TC Energy Second Quarter 2021

CASH PROVIDED BY FINANCING ACTIVITIES


	three months ended June 30		six months ended June 30
(millions of $)	2021	2020	2021	2020

Notes payable issued/(repaid), net	247	(6,022)	(2,460)	(3,103)
Long-term debt issued, net of issue costs	1,822	5,528	7,751	5,536
Long-term debt repaid	—	(1,170)	(980)	(2,241)
Junior subordinated notes issued, net of issue costs	(1)	—	495	—
Loss on settlement of financial instruments	—	(130)	—	(130)
Redeemable non-controlling interest repurchased	—	—	(633)	—
Contributions from redeemable non-controlling interest	—	54	—	54
Dividends and distributions paid	(898)	(860)	(1,749)	(1,660)
Common shares issued	26	2	60	83
Preferred shares redeemed	(500)	—	(500)	—
Acquisition of TC PipeLines, LP transaction costs	(10)	—	(15)	—



Net cash provided by/(used in) financing activities	686	(2,598)	1,969	(1,461)

Long-term debt issued

On June 9, 2021, TCPL issued $750 million of Medium Term Notes due in June 2024 bearing interest at a floating rate, $500 million of Medium Term Notes due in June 2031 bearing interest at a fixed rate of 2.97 per cent, and $250 million of Medium Term Notes due in September 2047 bearing interest at a fixed rate of 4.33 per cent.

On January 4, 2021, we established a US$4.1 billion project-level credit facility to support the construction of the Keystone XL pipeline project, which was fully guaranteed by the Government of Alberta and non-recourse to us. The availability of this credit facility was subsequently reduced to US$1.6 billion, of which we drew US$849 million in total (US$230 million during the three months ended June 30, 2021), with full repayment by the Government of Alberta of the amount outstanding in June 2021. Refer to Note 5, Keystone XL, of our Condensed consolidated financial statements for additional information.

In December 2020, our subsidiary, Columbia Pipeline Group, Inc., entered into a US$4.2 billion Term Loan due in June 2022, bearing interest at a floating rate. In January 2021, US$4.0 billion was drawn on the Term Loan and the total availability under the loan agreement was reduced accordingly.

Long-term debt repaid/retired

In March 2021, our subsidiary, TC PipeLines, LP, redeemed US$350 million of Senior Unsecured Notes bearing interest at a fixed rate of 4.65 per cent.

In January 2021, TCPL repaid US$400 million of Debentures bearing interest at a fixed rate of 9.875 per cent.

In June 2021, the Government of Alberta repaid the US$849 million ($1.0 billion) outstanding balance under the Keystone XL project-level credit facility, with no cash impact to us, and the facility was subsequently terminated. Refer to Note 5, Keystone XL, of our Condensed consolidated financial statements for additional information.

Junior subordinated notes issued

In March 2021, we issued $500 million of Junior Subordinated Notes through TransCanada Trust, a wholly-owned financing trust subsidiary of TCPL. We used the proceeds from the issuance to redeem all issued and outstanding TC Energy Series 13 preferred shares on May 31, 2021 pursuant to their terms. Refer to Note 9, Junior subordinated notes issued, of our Condensed consolidated financial statements for additional information.

TC Energy Second Quarter 2021 | 35

Redeemable non-controlling interest repurchased

On January 8, 2021, we exercised our call right in accordance with contractual terms and paid US$497 million to repurchase the Government of Alberta Class A Interests which were classified as Current liabilities on the Consolidated balance sheet at December 31, 2020. This transaction was funded by draws on the Keystone XL project-level credit facility which was guaranteed by the Government of Alberta as discussed above.

DIVIDENDS

On July 28, 2021, we declared quarterly dividends on our common shares of $0.87 per share payable on October 29, 2021 to shareholders of record at the close of business on September 30, 2021.

SHARE INFORMATION

At July 23, 2021, we had 979 million issued and outstanding common shares and 9 million outstanding options to buy common shares, of which 6 million were exercisable.

On May 31, 2021, we redeemed all of the 20 million issued and outstanding Series 13 preferred shares at a redemption price of $25.00 per share and paid the final quarterly dividend of $0.34375 per Series 13 preferred share for the period up to but excluding May 31, 2021 as previously declared on May 6, 2021.

On March 3, 2021, we issued 37,955,093 TC Energy common shares to acquire all the outstanding common units of TC PipeLines, LP, valued at approximately $2.1 billion, net of transaction costs. Refer to the Recent developments – Corporate section for additional information on the acquisition.

On February 1, 2021, 818,876 Series 5 preferred shares were converted, on a one-for-one basis, into Series 6 preferred shares and 175,208 Series 6 preferred shares were converted, on a one-for-one basis, into Series 5 preferred shares.

CREDIT FACILITIES

On March 4, 2021, our subsidiary, TC PipeLines, LP, terminated a US$500 million unsecured revolving credit facility bearing interest at a floating rate on which no amount was outstanding.

Refer to the Financial risks and financial instruments section for more information about liquidity, market and other risks.

CONTRACTUAL OBLIGATIONS

Capital expenditure commitments at June 30, 2021 are largely consistent with December 31, 2020, reflecting the net effect of an approximate $0.9 billion reduction related to the termination of the Keystone XL pipeline project and an increase in new capital commitments primarily related to NGTL System expansion and ANR pipeline projects.

There were no other material changes to our contractual obligations in second quarter 2021 or to payments due in the next five years or after. Refer to our 2020 Annual Report for more information about our contractual obligations.

36 | TC Energy Second Quarter 2021

Financial risks and financial instruments

We are exposed to market risk and counterparty credit risk and have strategies, policies and limits in place to manage the impact of these risks on our earnings, cash flows and, ultimately, shareholder value.

Risk management strategies, policies and limits are designed to ensure our risks and related exposures are in line with our business objectives and risk tolerance.

Refer to our 2020 Annual Report for more information about the risks we face in our business which have not changed substantially since December 31, 2020, other than as noted within this MD&A. Refer to the Recent developments section of this MD&A for further information regarding the impact of COVID-19 on our financial risks.

INTEREST RATE RISK

We utilize both short- and long-term debt to finance our operations which exposes us to interest rate risk. We typically pay fixed rates of interest on our long-term debt and floating rates on short-term debt including our commercial paper programs and amounts drawn on our credit facilities. A small portion of our long-term debt bears interest at floating rates. In addition, we are exposed to interest rate risk on financial instruments and contractual obligations containing variable interest rate components. We actively manage our interest rate risk using interest rate derivatives.

Many of our financial instruments and contractual obligations with variable rate components reference U.S. dollar LIBOR, of which certain rate settings will cease to be published at the end of 2021 with full cessation by mid-2023. We continue to monitor developments and are addressing necessary system and contractual changes while assessing the adoption of the standard market proposed reference rates. This includes testing system solutions and analyzing existing agreements to determine the effect of reference rate reform on our consolidated financial statements.

FOREIGN EXCHANGE RISK

Certain of our businesses generate all or most of their earnings in U.S. dollars and, 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 comparable EBITDA and net income. Refer to the Consolidated results – Foreign exchange section for additional information.

A small portion of our Mexico Natural Gas Pipelines monetary assets and liabilities are peso-denominated, while the functional currency for our Mexico operations is U.S. dollars. These peso-denominated balances are revalued to U.S. dollars and, as a result, changes in the value of the Mexican peso against the U.S. dollar can affect our net income. This exposure is managed using foreign exchange derivatives.

Net investment hedges

We hedge a portion of our net investment in foreign operations, on an after-tax basis, with U.S. dollar-denominated debt, cross-currency swaps, foreign exchange forwards and foreign exchange options as appropriate.

COUNTERPARTY CREDIT RISK

We have exposure to counterparty credit risk in a number of areas including:

•cash and cash equivalents

•accounts receivable and certain contractual recoveries

•available-for-sale assets

•fair value of derivative assets

•loans receivable.

TC Energy Second Quarter 2021 | 37

While the majority of our credit exposure is to large creditworthy entities, we maintain close monitoring and communication with those counterparties experiencing greater financial pressures due to significant market events. Although the effects of the COVID-19 pandemic and other market disruptions on our customers are difficult to predict, similar to 2020, we are not expecting a material negative impact to our 2021 earnings or cash flows. Refer to our 2020 Annual Report for more information about the factors that mitigate our counterparty credit risk exposure.

We review financial assets carried at amortized cost for impairment using the lifetime expected loss of the financial asset at initial recognition and throughout the life of the financial asset. We use historical credit loss and recovery data, adjusted for our judgment regarding current economic and credit conditions, along with supportable forecasts to determine any impairment, which is recognized in Plant operating costs and other. At June 30, 2021, 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.

LIQUIDITY RISK

Liquidity risk is the risk that we will not be able to meet our financial obligations as they come due. We manage our liquidity risk by continuously forecasting our cash flows and ensuring we have adequate cash balances, cash flows 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.

RELATED PARTY TRANSACTIONS

Loans Receivable from Affiliates

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.

Sur de Texas

At June 30, 2021 and December 31, 2020, the Loan receivable from affiliate on our Condensed consolidated balance sheet of MXN$20.9 billion or $1.3 billion, represented our 60 per cent proportionate share of long-term debt financing to the Sur de Texas joint venture. Our Condensed consolidated statement of income reflects the related interest income and foreign exchange impact on this loan receivable which were fully offset upon consolidation with corresponding amounts included in our 60 per cent proportionate share of Sur de Texas equity earnings as follows:


	three months ended June 30		six months ended June 30		Affected line item in the Condensed consolidated statement of income
(millions of $)	2021	2020	2021	2020

Interest income1	21	29	42	62	Interest income and other
Interest expense2	(21)	(29)	(42)	(62)	Income from equity investments
Foreign exchange gains/(losses)1	32	26	(3)	(277)	Interest income and other
Foreign exchange (losses)/gains1	(32)	(26)	3	277	Income from equity investments

1Included in our Corporate segment.

2Included in our Mexico Natural Gas Pipelines segment.

Coastal GasLink Pipeline Limited Partnership

We hold a 35 per cent equity interest in Coastal GasLink LP which has contracted us to construct and operate the Coastal GasLink pipeline. In 2020, we entered into a subordinated demand revolving credit facility with Coastal GasLink LP to provide additional short-term liquidity and funding flexibility to the project. The facility bears interest at a floating market-based rate and had a capacity of $500 million at June 30, 2021 with an outstanding balance of $220 million (December 31, 2020 – nil) reflected in Other current assets on our Condensed consolidated balance sheet.

38 | TC Energy Second Quarter 2021

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. Derivative instruments, including those that qualify and are designated for hedge accounting treatment, are recorded at fair value.

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 and are classified as 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.

The recognition of gains and losses on derivatives for Canadian natural gas regulated pipeline exposures is determined through the regulatory process. Gains and losses arising from changes in the fair value of derivatives accounted for as part of RRA, including those that qualify for hedge accounting treatment, are expected to be recovered or refunded through the tolls charged by us. As a result, these gains and losses are deferred as regulatory assets or regulatory liabilities and are refunded to or collected from the ratepayers in subsequent years when the derivative settles.

Balance sheet presentation of derivative instruments

The balance sheet presentation of the fair value of derivative instruments is as follows:


(millions of $)	June 30, 2021	December 31, 2020

Other current assets	252	235
Other long-term assets	64	41
Accounts payable and other	(138)	(72)
Other long-term liabilities	(52)	(59)
	126	145

TC Energy Second Quarter 2021 | 39

Unrealized and realized (losses)/gains on 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
(millions of $)	2021	2020	2021	2020

Derivative Instruments Held for Trading1
Amount of unrealized (losses)/gains in the period
Commodities	(15)	(50)	16	16
Foreign exchange	(63)	170	(58)	(102)

Amount of realized gains/(losses) in the period
Commodities	48	42	109	78
Foreign exchange	117	(39)	158	(51)

Derivative Instruments in Hedging Relationships2
Amount of realized (losses)/gains in the period
Commodities	(12)	5	(23)	2

Interest rate	(6)	(5)	(12)	(4)

1Realized 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 foreign exchange held-for-trading derivative instruments are included on a net basis in Interest income and other.

2There were no gains or losses included in Net income/(loss) relating to discontinued cash flow hedges where it was probable that the anticipated transaction would not occur.

For further details on our non-derivative and derivative financial instruments, including classification assumptions made in the calculation of fair value and additional discussion of exposure to risks and mitigation activities, refer to Note 14, Risk management and financial instruments, of our Condensed consolidated financial statements.

40 | TC Energy Second Quarter 2021

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, 2021, 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 2021 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 judgment. We also regularly assess the assets and liabilities themselves. A summary of our critical accounting estimates is included in our 2020 Annual Report.

Accounting Changes

Our significant accounting policies have remained unchanged since December 31, 2020 other than as described in Note 2, Accounting changes, of our Condensed consolidated financial statements. A summary of our significant accounting policies is included in our 2020 Annual Report.

TC Energy Second Quarter 2021 | 41

Quarterly results

SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA


	2021		2020				2019
(millions of $, except per share amounts)	Second	First	Fourth	Third	Second	First	Fourth	Third

Revenues	3,182	3,381	3,297	3,195	3,089	3,418	3,263	3,133
Net income/(loss) attributable to common shares	982	(1,057)	1,124	904	1,281	1,148	1,108	739
Comparable earnings	1,045	1,108	1,080	893	863	1,109	970	970
Per share statistics:
Net income/(loss) per common share – basic	$1.00	($1.11)	$1.20	$0.96	$1.36	$1.22	$1.18	$0.79
Comparable earnings per common share	$1.07	$1.16	$1.15	$0.95	$0.92	$1.18	$1.03	$1.04
Dividends declared per common share	$0.87	$0.87	$0.81	$0.81	$0.81	$0.81	$0.75	$0.75

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 segmented earnings generally remain relatively stable during any fiscal year. Over the long term, however, they fluctuate because of:

•regulatory decisions

•negotiated settlements with shippers

•newly constructed assets being placed in service

•acquisitions and divestitures

•developments outside of the normal course of operations.

In Liquids Pipelines, annual revenues and segmented earnings are based on contracted and uncontracted spot transportation, as well as liquids marketing activities. Quarter-over-quarter revenues and segmented earnings are affected by:

•regulatory decisions

•newly constructed assets being placed in service

•acquisitions and divestitures

•demand for uncontracted transportation services

•liquids marketing activities and commodity prices

•developments outside of the normal course of operations

•certain fair value adjustments.

In Power and Storage, quarter-over-quarter revenues and segmented earnings are affected by:

•weather

•customer demand

•newly constructed assets being placed in service

•acquisitions and divestitures

•market prices for natural gas and power

•capacity prices and payments

•planned and unplanned plant outages

•developments outside of the normal course of operations

•certain fair value adjustments.

42 | TC Energy Second Quarter 2021

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 specific 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. We also exclude the unrealized foreign exchange gains and losses on the Loan receivable from affiliate as well as the corresponding proportionate share of Sur de Texas foreign exchange gains and losses, as these amounts do not accurately reflect the gains and losses that will be realized at settlement. These amounts offset within each reporting period, resulting in no impact on net income.

In second quarter 2021, comparable earnings also excluded:

•an incremental $2 million after-tax asset impairment charge, net of expected contractual recoveries and other contractual and legal obligations, related to the termination of the Keystone XL pipeline project

•preservation and other costs of $16 million after tax primarily related to the preservation and storage of Keystone XL pipeline project assets, which could not be accrued as part of the Keystone XL impairment charge, and interest expense on the Keystone XL project-level credit facility prior to its termination

•a $13 million after-tax recovery of certain costs from the IESO associated with the Ontario natural gas-fired power plants sold in 2020.

In first quarter 2021, comparable earnings also excluded:

•an after-tax asset impairment charge, net of expected contractual recoveries and other contractual and legal obligations, of $2.2 billion related to the formal suspension of the Keystone XL pipeline project following the January 20, 2021 revocation of the Presidential Permit.

In fourth quarter 2020, comparable earnings also excluded:

•an income tax valuation allowance release of $18 million related to certain prior years' U.S. income tax losses resulting from our reassessment of deferred income tax assets that are more likely than not to be realized

•an additional $18 million income tax recovery related to state income taxes on the sale of certain Columbia Midstream assets in 2019

•an incremental after-tax loss of $81 million for the three months ended December 31, 2020 related to the sale of our Ontario natural gas-fired power plants.

In third quarter 2020, comparable earnings also excluded:

•an incremental after-tax loss of $45 million related to the sale of the Ontario natural gas-fired power plants

•a $6 million reduction in the after-tax gain related to the sale of a 65 per cent equity interest in Coastal GasLink LP.

In second quarter 2020, comparable earnings also excluded:

•an after-tax gain of $408 million related to the sale of a 65 per cent equity interest in Coastal GasLink LP

•an incremental after-tax loss of $80 million related to the sale of the Ontario natural gas-fired power plants.

In first quarter 2020, comparable earnings also excluded:

•an income tax valuation allowance release of $281 million following our reassessment of deferred income tax assets that are deemed more likely than not to be realized

•an incremental after-tax loss of $77 million related to the Ontario natural gas-fired power plant assets held for sale.

TC Energy Second Quarter 2021 | 43

In fourth quarter 2019, comparable earnings also excluded:

•an income tax valuation allowance release of $195 million related to certain prior years' U.S. income tax losses resulting from our reassessment of deferred income tax assets that are more likely than not to be realized

•an incremental after-tax loss of $61 million related to the Ontario natural gas-fired power plant assets held for sale

•an additional $19 million expense related to state income taxes on the sale of certain Columbia Midstream assets.

In third quarter 2019, comparable earnings also excluded:

•an after-tax loss of $133 million related to the Ontario natural gas-fired power plant assets held for sale

•an after-tax loss of $133 million related to the sale of certain Columbia Midstream assets

•an after-tax gain of $115 million related to the partial sale of Northern Courier.

44 | TC Energy Second Quarter 2021

Document

EXHIBIT 13.2

Condensed consolidated statement of income


	three months ended June 30		six months ended June 30
(unaudited - millions of Canadian $, except per share amounts)	2021	2020	2021	2020

Revenues
Canadian Natural Gas Pipelines	1,126	1,087	2,245	2,119
U.S. Natural Gas Pipelines	1,206	1,204	2,557	2,559
Mexico Natural Gas Pipelines	149	164	303	406
Liquids Pipelines	516	544	1,089	1,221
Power and Storage	185	90	369	202
	3,182	3,089	6,563	6,507
Income from Equity Investments	157	166	416	734
Operating and Other Expenses
Plant operating costs and other	959	933	1,845	1,853
Property taxes	196	199	392	375
Depreciation and amortization	633	635	1,278	1,265
Asset impairment charge and other	9	—	2,854	—
	1,797	1,767	6,369	3,493
Net Gain on Sale of Assets	17	225	17	109
Financial Charges
Interest expense	583	561	1,153	1,139
Allowance for funds used during construction	(64)	(81)	(114)	(163)
Interest income and other	(127)	(203)	(189)	324
	392	277	850	1,300
Income/(Loss) before Income Taxes	1,167	1,436	(223)	2,557
Income Tax Expense/(Recovery)
Current	58	96	267	187
Deferred	89	(44)	(560)	(299)
	147	52	(293)	(112)
Net Income	1,020	1,384	70	2,669
Net income attributable to non-controlling interests	6	63	75	159
Net Income/(Loss) Attributable to Controlling Interests	1,014	1,321	(5)	2,510
Preferred share dividends	32	40	70	81
Net Income/(Loss) Attributable to Common Shares	982	1,281	(75)	2,429
Net Income/(Loss) per Common Share
Basic	$1.00	$1.36	($0.08)	$2.59
Diluted	$1.00	$1.36	($0.08)	$2.58
Weighted Average Number of Common Shares (millions)
Basic and diluted	979	940	966	940

See accompanying notes to the Condensed consolidated financial statements.

TC Energy Second Quarter 2021 | 45

Condensed consolidated statement of comprehensive income


	three months ended June 30		six months ended June 30
(unaudited - millions of Canadian $)	2021	2020	2021	2020

Net Income	1,020	1,384	70	2,669
Other Comprehensive (Loss)/Income, Net of Income Taxes
Foreign currency translation gains and losses on net investment in foreign operations	(233)	(794)	(531)	908
Change in fair value of net investment hedges	13	60	24	(32)
Change in fair value of cash flow hedges	(11)	(82)	—	(577)
Reclassification to net income of gains and losses on cash flow hedges	10	466	18	470

Reclassification to net income of actuarial gains and losses on pension and other post-retirement benefit plans	4	4	7	(3)
Other comprehensive (loss)/income on equity investments	(57)	(24)	130	(20)
Other comprehensive (loss)/income	(274)	(370)	(352)	746
Comprehensive Income/(Loss)	746	1,014	(282)	3,415
Comprehensive income/(loss) attributable to non-controlling interests	5	(2)	62	228
Comprehensive Income/(Loss) Attributable to Controlling Interests	741	1,016	(344)	3,187
Preferred share dividends	32	40	70	81
Comprehensive Income/(Loss) Attributable to Common Shares	709	976	(414)	3,106

See accompanying notes to the Condensed consolidated financial statements.

46 | TC Energy Second Quarter 2021

Condensed consolidated statement of cash flows


	three months ended June 30		six months ended June 30
(unaudited - millions of Canadian $)	2021	2020	2021	2020

Cash Generated from Operations
Net income	1,020	1,384	70	2,669
Depreciation and amortization	633	635	1,278	1,265
Deferred income taxes	89	(44)	(560)	(299)
Asset impairment charge and other	9	—	2,854	—
Income from equity investments	(157)	(166)	(416)	(734)
Distributions received from operating activities of equity investments	215	236	502	525
Employee post-retirement benefits funding, net of expense	1	4	6	16
Net gain on sale of assets	(17)	(225)	(17)	(109)
Equity allowance for funds used during construction	(45)	(54)	(79)	(105)
Unrealized losses/(gains) on financial instruments	78	(120)	42	86
Foreign exchange (gains)/losses on Loan receivable from affiliate	(32)	(26)	3	277
Other	(56)	(75)	(47)	52
(Increase)/decrease in operating working capital	(27)	64	(259)	(307)
Net cash provided by operations	1,711	1,613	3,377	3,336
Investing Activities
Capital expenditures	(1,214)	(1,990)	(2,859)	(3,986)
Capital projects in development	—	—	—	(122)
Contributions to equity investments	(225)	(160)	(465)	(311)
Proceeds from sale of assets, net of transaction costs	—	3,407	—	3,407

Loan to affiliate	(220)	—	(220)	—

Deferred amounts and other	(98)	(73)	(404)	(222)
Net cash (used in)/provided by investing activities	(1,757)	1,184	(3,948)	(1,234)
Financing Activities
Notes payable issued/(repaid), net	247	(6,022)	(2,460)	(3,103)
Long-term debt issued, net of issue costs	1,822	5,528	7,751	5,536
Long-term debt repaid	—	(1,170)	(980)	(2,241)
Junior subordinated notes issued, net of issue costs	(1)	—	495	—
Loss on settlement of financial instruments	—	(130)	—	(130)
Redeemable non-controlling interest repurchased	—	—	(633)	—
Contributions from redeemable non-controlling interest	—	54	—	54
Dividends on common shares	(852)	(761)	(1,613)	(1,465)
Dividends on preferred shares	(38)	(41)	(77)	(82)
Distributions to non-controlling interests	(8)	(58)	(59)	(113)
Common shares issued	26	2	60	83
Preferred shares redeemed	(500)	—	(500)	—
Acquisition of TC PipeLines, LP transaction costs	(10)	—	(15)	—
Net cash provided by/(used in) financing activities	686	(2,598)	1,969	(1,461)
Effect of Foreign Exchange Rate Changes on Cash and Cash Equivalents	(9)	(70)	(40)	35
Increase in Cash and Cash Equivalents	631	129	1,358	676
Cash and Cash Equivalents
Beginning of period	2,257	1,890	1,530	1,343
Cash and Cash Equivalents
End of period	2,888	2,019	2,888	2,019

See accompanying notes to the Condensed consolidated financial statements.

TC Energy Second Quarter 2021 | 47

Condensed consolidated balance sheet


(unaudited - millions of Canadian $)		June 30, 2021	December 31, 2020

ASSETS
Current Assets
Cash and cash equivalents		2,888	1,530
Accounts receivable		2,724	2,162
Inventories		758	629

Other current assets		1,975	880
		8,345	5,201
Plant, Property and Equipment	net of accumulated depreciation of $30,615 and $29,597, respectively	67,192	69,775
Loan Receivable from Affiliate		1,301	1,338
Equity Investments		7,178	6,677
Restricted Investments		2,034	1,898
Regulatory Assets		1,827	1,753
Goodwill		12,332	12,679
Other Long-Term Assets		992	979
		101,201	100,300
LIABILITIES
Current Liabilities
Notes payable		1,692	4,176
Accounts payable and other		4,581	3,816
Redeemable non-controlling interest		—	633
Dividends payable		864	795
Accrued interest		571	595
Current portion of long-term debt		6,013	1,972
		13,721	11,987
Regulatory Liabilities		4,107	4,148
Other Long-Term Liabilities		1,401	1,475
Deferred Income Tax Liabilities		5,251	5,806
Long-Term Debt		35,790	34,913
Junior Subordinated Notes		8,800	8,498
		69,070	66,827
Redeemable Non-Controlling Interest		—	393
EQUITY
Common shares, no par value		26,618	24,488
Issued and outstanding:	June 30, 2021 – 979 million shares December 31, 2020 – 940 million shares
Preferred shares		3,487	3,980
Additional paid-in capital		734	2
Retained earnings		3,596	5,367
Accumulated other comprehensive loss		(2,426)	(2,439)
Controlling Interests		32,009	31,398
Non-Controlling Interests		122	1,682
		32,131	33,080
		101,201	100,300

Commitments, Contingencies and Guarantees (Note 15)

Variable Interest Entities (Note 16)

Subsequent Event (Note 17)

See accompanying notes to the Condensed consolidated financial statements.

48 | TC Energy Second Quarter 2021

Condensed consolidated statement of equity


	three months ended June 30		six months ended June 30
(unaudited - millions of Canadian $)	2021	2020	2021	2020

Common Shares
Balance at beginning of period	26,589	24,477	24,488	24,387
Shares issued:
Acquisition of TC PipeLines, LP, net of transaction costs	—	—	2,063	—
Exercise of stock options	29	3	67	93
Balance at end of period	26,618	24,480	26,618	24,480
Preferred Shares
Balance at beginning of period	3,980	3,980	3,980	3,980
Redemption of shares	(493)	—	(493)	—
Balance at end of period	3,487	3,980	3,487	3,980
Additional Paid-In Capital
Balance at beginning of period	—	—	2	—
Keystone XL project-level credit facility retirement and issuance of Class C Interests	737	—	737	—
Acquisition of TC PipeLines, LP	—	—	(398)	—
Repurchase of redeemable non-controlling interest	394	—	394	—
Issuance of stock options, net of exercises	—	3	(1)	(3)
Reclassification of additional paid-in capital deficit to retained earnings	(397)	(3)	—	3
Balance at end of period	734	—	734	—
Retained Earnings
Balance at beginning of period	3,082	4,357	5,367	3,955
Net income/(loss) attributable to controlling interests	1,014	1,321	(5)	2,510
Common share dividends	(852)	(761)	(1,704)	(1,522)
Preferred share dividends	(38)	(40)	(55)	(60)
Redemption of preferred shares	(7)	—	(7)	—
Reclassification of additional paid-in capital deficit to retained earnings	397	3	—	(3)
Balance at end of period	3,596	4,880	3,596	4,880
Accumulated Other Comprehensive Loss
Balance at beginning of period	(2,152)	(577)	(2,439)	(1,559)
Other comprehensive (loss)/income attributable to controlling interests	(274)	(305)	(340)	677
Acquisition of TC PipeLines, LP	—	—	353	—
Balance at end of period	(2,426)	(882)	(2,426)	(882)
Equity Attributable to Controlling Interests	32,009	32,458	32,009	32,458
Equity Attributable to Non-Controlling Interests
Balance at beginning of period	125	1,810	1,682	1,634
Net income attributable to non-controlling interests	6	66	74	162
Other comprehensive (loss)/income attributable to non-controlling interests	—	(65)	(12)	69
Distributions declared to non-controlling interests	(9)	(58)	(59)	(112)
Acquisition of TC PipeLines, LP	—	—	(1,563)	—
Balance at end of period	122	1,753	122	1,753
Total Equity	32,131	34,211	32,131	34,211

See accompanying notes to the Condensed consolidated financial statements.

TC Energy Second Quarter 2021 | 49

Notes to Condensed consolidated financial statements

(unaudited)

1. BASIS OF PRESENTATION

These Condensed consolidated financial statements of TC Energy Corporation (TC Energy or the Company) have been prepared by management in accordance with U.S. GAAP. The accounting policies applied are consistent with those outlined in TC Energy’s annual audited Consolidated financial statements for the year ended December 31, 2020, except as described in Note 2, Accounting changes. Capitalized and abbreviated terms that are used but not otherwise defined herein are identified in the 2020 audited Consolidated financial statements included in TC Energy’s 2020 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 2020 audited Consolidated financial statements included in TC Energy’s 2020 Annual Report.

Earnings for interim periods may not be indicative of results for the fiscal year in certain of the Company’s segments primarily due to:

•Natural gas pipelines segments – the timing of regulatory decisions and seasonal fluctuations in short-term throughput volumes on U.S. pipelines

•Liquids Pipelines – fluctuations in throughput volumes on the Keystone Pipeline System and marketing activities

•Power and Storage – the impact of seasonal weather conditions on customer demand and market pricing in addition to maintenance outages in certain of the Company’s investments in electrical power generation plants and Canadian non-regulated gas storage facilities.

Use of Estimates and Judgments

In preparing these financial statements, TC Energy 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 judgment 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, 2020, except as described in Note 2, Accounting changes.

2. ACCOUNTING CHANGES

Reference Rate Reform

In response to the expected cessation of the London Interbank Offered Rate (LIBOR), of which certain rate settings will cease to be published at the end of 2021 with full cessation by mid-2023, the FASB issued new optional guidance in March 2020 that eases the potential burden in accounting for such reference rate reform. The new guidance provides optional expedients for contracts and hedging relationships that are affected by reference rate reform if certain criteria are met. Each of the expedients can be applied as of January 1, 2020 through December 31, 2022. For eligible hedging relationships existing as of January 1, 2020 and prospectively, the Company has applied an optional expedient allowing an entity to assume that the hedged forecasted transaction in a cash flow hedge is probable of occurring. The Company continues to monitor developments and is addressing necessary system and contractual changes while assessing the adoption of the standard market proposed reference rates. This includes testing system solutions and analyzing existing agreements to determine the effect of reference rate reform on its consolidated financial statements. The Company will continue to evaluate the timing and potential impact of adoption for other optional expedients when deemed necessary.

TC Energy Second Quarter 2021 | 45

Changes in Accounting Policies for 2021

Income taxes

In December 2019, the FASB issued new guidance that simplified the accounting for income taxes and clarified existing guidance. This new guidance was effective January 1, 2021 and did not have a material impact on the Company's consolidated financial statements.

3. SEGMENTED INFORMATION


three months ended June 30, 2021	Canadian Natural Gas Pipelines	U.S. Natural Gas Pipelines	Mexico Natural Gas Pipelines	Liquids Pipelines	Power and Storage
(unaudited - millions of Canadian $)						Corporate1		Total

Revenues	1,126	1,206	149	516	185	—		3,182
Intersegment revenues	—	36	—	—	—	(36)	2	—
	1,126	1,242	149	516	185	(36)		3,182
Income/(loss) from equity investments	2	51	28	18	90	(32)	3	157
Plant operating costs and other	(369)	(327)	(13)	(169)	(113)	32	2	(959)

Property taxes	(75)	(91)	—	(28)	(2)	—		(196)
Depreciation and amortization	(323)	(187)	(26)	(78)	(19)	—		(633)
Asset impairment charge and other	—	—	—	(9)	—	—		(9)
Gain on sale of assets	—	—	—	—	17	—		17
Segmented Earnings/(Losses)	361	688	138	250	158	(36)		1,559
Interest expense								(583)
Allowance for funds used during construction								64
Interest income and other3								127
Income before Income Taxes								1,167
Income tax expense								(147)
Net Income								1,020
Net income attributable to non-controlling interests								(6)
Net Income Attributable to Controlling Interests								1,014
Preferred share dividends								(32)
Net Income Attributable to Common Shares								982

1Includes intersegment eliminations.

2The 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.

3Income/(loss) from equity investments includes the Company's proportionate share of Sur de Texas foreign exchange gains and losses on the peso-denominated loans from affiliates which are fully offset in Interest income and other by the corresponding foreign exchange losses and gains on the affiliate receivable balance. Refer to Note 7, Loans receivable from affiliates, for additional information.

46 | TC Energy Second Quarter 2021


three months ended June 30, 2020	Canadian Natural Gas Pipelines	U.S. Natural Gas Pipelines	Mexico Natural Gas Pipelines	Liquids Pipelines	Power and Storage
(unaudited - millions of Canadian $)						Corporate1		Total

Revenues	1,087	1,204	164	544	90	—		3,089
Intersegment revenues	—	43	—	—	—	(43)	2	—
	1,087	1,247	164	544	90	(43)		3,089
Income/(loss) from equity investments	2	57	33	17	83	(26)	3	166
Plant operating costs and other	(394)	(384)	(16)	(142)	(46)	49	2	(933)

Property taxes	(74)	(96)	—	(28)	(1)	—		(199)
Depreciation and amortization	(309)	(199)	(30)	(85)	(12)	—		(635)
Net gain/(loss) on sale of assets	370	—	—	—	(145)	—		225
Segmented Earnings/(Losses)	682	625	151	306	(31)	(20)		1,713
Interest expense								(561)
Allowance for funds used during construction								81
Interest income and other3								203
Income before Income Taxes								1,436
Income tax expense								(52)
Net Income								1,384
Net income attributable to non-controlling interests								(63)
Net Income Attributable to Controlling Interests								1,321
Preferred share dividends								(40)
Net Income Attributable to Common Shares								1,281

1Includes intersegment eliminations.

TC Energy Second Quarter 2021 | 47


six months ended June 30, 2021	Canadian Natural Gas Pipelines	U.S. Natural Gas Pipelines	Mexico Natural Gas Pipelines	Liquids Pipelines	Power and Storage
(unaudited - millions of Canadian $)						Corporate1		Total

Revenues	2,245	2,557	303	1,089	369	—		6,563
Intersegment revenues	—	74	—	—	13	(87)	2	—
	2,245	2,631	303	1,089	382	(87)		6,563
Income from equity investments	4	122	66	36	185	3	3	416
Plant operating costs and other	(729)	(634)	(25)	(315)	(222)	80	2	(1,845)

Property taxes	(150)	(183)	—	(56)	(3)	—		(392)
Depreciation and amortization	(653)	(375)	(54)	(158)	(38)	—		(1,278)
Asset impairment charge and other	—	—	—	(2,854)	—	—		(2,854)
Gain on sale of assets	—	—	—	—	17	—		17
Segmented Earnings/(Losses)	717	1,561	290	(2,258)	321	(4)		627
Interest expense								(1,153)
Allowance for funds used during construction								114
Interest income and other3								189
Loss before Income Taxes								(223)
Income tax recovery								293
Net Income								70
Net income attributable to non-controlling interests								(75)
Net Loss Attributable to Controlling Interests								(5)
Preferred share dividends								(70)
Net Loss Attributable to Common Shares								(75)

1Includes intersegment eliminations.

3Income from equity investments includes the Company's proportionate share of Sur de Texas foreign exchange gains and losses on the peso-denominated loans from affiliates which are fully offset in Interest income and other by the corresponding foreign exchange losses and gains on the affiliate receivable balance. Refer to Note 7, Loans receivable from affiliates, for additional information.

48 | TC Energy Second Quarter 2021


six months ended June 30, 2020	Canadian Natural Gas Pipelines	U.S. Natural Gas Pipelines	Mexico Natural Gas Pipelines	Liquids Pipelines	Power and Storage
(unaudited - millions of Canadian $)						Corporate1		Total

Revenues	2,119	2,559	406	1,221	202	—		6,507
Intersegment revenues	—	85	—	—	7	(92)	2	—
	2,119	2,644	406	1,221	209	(92)		6,507
Income from equity investments	5	131	73	37	211	277	3	734
Plant operating costs and other	(760)	(747)	(29)	(320)	(93)	96	2	(1,853)

Property taxes	(146)	(172)	—	(54)	(3)	—		(375)
Depreciation and amortization	(615)	(393)	(60)	(167)	(30)	—		(1,265)
Net gain/(loss) on sale of assets	370	—	—	—	(261)	—		109
Segmented Earnings	973	1,463	390	717	33	281		3,857
Interest expense								(1,139)
Allowance for funds used during construction								163
Interest income and other3								(324)
Income before Income Taxes								2,557
Income tax recovery								112
Net Income								2,669
Net income attributable to non-controlling interests								(159)
Net Income Attributable to Controlling Interests								2,510
Preferred share dividends								(81)
Net Income Attributable to Common Shares								2,429

1Includes intersegment eliminations.

Total Assets by Segment


(unaudited - millions of Canadian $)	June 30, 2021	December 31, 2020

Canadian Natural Gas Pipelines	23,880	22,852
U.S. Natural Gas Pipelines	43,113	43,217
Mexico Natural Gas Pipelines	7,290	7,215
Liquids Pipelines	14,762	16,744
Power and Storage	5,411	5,062
Corporate	6,745	5,210
	101,201	100,300

TC Energy Second Quarter 2021 | 49

4. REVENUES

Disaggregation of Revenues

The following tables summarize total Revenues for the three and six months ended June 30, 2021 and 2020:


three months ended June 30, 2021	Canadian Natural Gas Pipelines	U.S. Natural Gas Pipelines	Mexico Natural Gas Pipelines	Liquids Pipelines	Power and Storage	Total
(unaudited - millions of Canadian $)

Revenues from contracts with customers
Capacity arrangements and transportation	1,103	948	141	485	—	2,677
Power generation	—	—	—	—	79	79
Natural gas storage and other1	23	247	8	1	82	361
	1,126	1,195	149	486	161	3,117
Other revenues2,3	—	11	—	30	24	65
	1,126	1,206	149	516	185	3,182

1Includes $23 million of fee revenues from an affiliate related to development and construction of the Coastal GasLink pipeline project which is 35 per cent owned by TC Energy.

2Other revenues include income from the Company's marketing activities, financial instruments and lease arrangements. Refer to Note 14, Risk management and financial instruments, for additional information on financial instruments.

3Includes $32 million of operating lease income.


three months ended June 30, 2020	Canadian Natural Gas Pipelines	U.S. Natural Gas Pipelines	Mexico Natural Gas Pipelines	Liquids Pipelines	Power and Storage	Total
(unaudited - millions of Canadian $)

Revenues from contracts with customers
Capacity arrangements and transportation	1,075	1,031	156	551	—	2,813
Power generation	—	—	—	—	46	46
Natural gas storage and other1	12	151	8	1	18	190
	1,087	1,182	164	552	64	3,049
Other revenues2,3	—	22	—	(8)	26	40
	1,087	1,204	164	544	90	3,089

1Includes $12 million of fee revenues from an affiliate related to development and construction of the Coastal GasLink pipeline project which is 35 per cent owned by TC Energy.

3Includes $33 million of operating lease income.

50 | TC Energy Second Quarter 2021



six months ended June 30, 2021	Canadian Natural Gas Pipelines	U.S. Natural Gas Pipelines	Mexico Natural Gas Pipelines	Liquids Pipelines	Power and Storage	Total
(unaudited - millions of Canadian $)

Revenues from contracts with customers
Capacity arrangements and transportation	2,195	2,067	287	971	—	5,520
Power generation	—	—	—	—	158	158
Natural gas storage and other1	50	457	16	2	158	683
	2,245	2,524	303	973	316	6,361
Other revenues2,3	—	33	—	116	53	202
	2,245	2,557	303	1,089	369	6,563

1Includes $50 million of fee revenues from an affiliate related to development and construction of the Coastal GasLink pipeline project which is 35 per cent owned by TC Energy.

3Includes $64 million of operating lease income.



six months ended June 30, 2020	Canadian Natural Gas Pipelines	U.S. Natural Gas Pipelines	Mexico Natural Gas Pipelines	Liquids Pipelines	Power and Storage	Total
(unaudited - millions of Canadian $)

Revenues from contracts with customers
Capacity arrangements and transportation	2,107	2,189	308	1,133	—	5,737
Power generation	—	—	—	—	103	103
Natural gas storage and other1	12	329	98	2	39	480
	2,119	2,518	406	1,135	142	6,320
Other revenues2,3	—	41	—	86	60	187
	2,119	2,559	406	1,221	202	6,507

1Includes $89 million of fee revenues from affiliates, of which $77 million is related to the construction of the Sur de Texas pipeline project which is 60 per cent owned by TC Energy and $12 million is related to development and construction of the Coastal GasLink pipeline project which is 35 per cent owned by TC Energy.

3Includes $65 million of operating lease income.

Contract Balances


(unaudited - millions of Canadian $)	June 30, 2021	December 31, 2020	Affected line item on the Condensed consolidated balance sheet


Receivables from contracts with customers	1,435	1,330	Accounts receivable
Contract assets	300	132	Other current assets
Long-term contract assets	194	192	Other long-term assets
Contract liabilities1	88	129	Accounts payable and other
Long-term contract liabilities	192	203	Other long-term liabilities

1During the six months ended June 30, 2021, $8 million (2020 – $6 million) of revenues were recognized that were included in contract liabilities at the beginning of the period.

TC Energy Second Quarter 2021 | 51

Contract assets and long-term 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 remain to be invoiced. Contract liabilities and long-term contract liabilities primarily relate to force majeure fixed capacity payments received on long-term capacity arrangements in Mexico.

Future Revenues from Remaining Performance Obligations

As at June 30, 2021, future revenues from long-term pipeline capacity arrangements and transportation as well as natural gas storage and other contracts extending through 2048 are approximately $24.6 billion, of which approximately $3.2 billion is expected to be recognized during the remainder of 2021.

5. KEYSTONE XL

Asset Impairment Charge and Other

On June 9, 2021, following the revocation of the Presidential Permit for the Keystone XL pipeline on January 20, 2021, and after a comprehensive review of options in consultation with the Government of Alberta, the Company terminated the Keystone XL pipeline project. The Keystone XL investment was evaluated for impairment in first quarter 2021 along with TC Energy's investments in related capital projects, including Heartland Pipeline, TC Terminals and Keystone Hardisty Terminal. As a result, the Company determined that the carrying amount of these assets within the Liquids Pipelines segment was no longer fully recoverable and recognized an asset impairment charge, net of expected contractual recoveries and other contractual and legal obligations related to termination activities, of $2,854 million ($2,194 million after tax) for the six months ended June 30, 2021. The asset impairment charge was based on the excess of the carrying value of $3,301 million over the estimated fair value of $175 million. Termination activities and related costs will continue through 2022 with any adjustments to the estimated fair value and future contractual and legal obligations expensed as determined.


six months ended June 30, 2021	Estimated Fair Value	Asset impairment charge and other
(unaudited - millions of Canadian $)		Pre-tax	After-tax

Asset impairment charge
Plant and equipment	175	412	312
Related capital projects in development	—	230	175
Other capitalized costs	—	2,158	1,642
Capitalized interest	—	326	248
	175	3,126	2,377
Other
Contractual recoveries	n/a	(697)	(531)
Contractual and legal obligations related to termination activities	n/a	425	348
	175	2,854	2,194

The estimated fair value of $175 million related to plant and equipment is based on the price that is expected to be received from selling these assets in their current condition and is updated as required. Key assumptions used in the determination of selling price included an estimated two-year disposal period and current energy market demand. The valuation considered a variety of potential selling prices based on various markets that could be used to dispose of these assets and required the use of unobservable inputs. As a result, the fair value is classified in Level III of the fair value hierarchy.

52 | TC Energy Second Quarter 2021

As the Company did not see the related capital projects in development proceeding at the time of the assessment in first quarter 2021, it recorded an asset impairment charge equal to the carrying value of these projects included in Other long-term assets on the Condensed consolidated balance sheet as the estimated fair value of these related projects was determined to be nil.

Redeemable Non-Controlling Interest and Long-Term Debt

On January 8, 2021, the Company exercised its call right in accordance with contractual terms and paid $633 million (US$497 million) to repurchase the Government of Alberta Class A Interests in certain Keystone XL subsidiaries which were classified as Current liabilities on the Consolidated balance sheet at December 31, 2020. This transaction was funded by draws on the project-level credit facility which was guaranteed by the Government of Alberta and non-recourse to TC Energy.

Following the revocation of the Presidential Permit for the Keystone XL pipeline on January 20, 2021, the Company ceased accruing a return on the remaining Government of Alberta Class A Interests.

In the six months ended June 30, 2021, the Company made draws under the Keystone XL project-level credit facility totaling $1,028 million (US$849 million). In June 2021, in accordance with the terms of the guarantee, the Government of Alberta repaid the full outstanding balance on this project-level credit facility, which was subsequently terminated. As part of this arrangement, TC Energy issued $91 million of Class C Interests in the Keystone XL subsidiaries which entitle the Government of Alberta to future liquidation proceeds from specified Keystone XL project assets. The Class C Interests were recorded in Accounts payable and other on the Condensed consolidated balance sheet at their fair value. Termination of the project-level credit facility, net of the issuance of Class C Interests, resulted in $937 million ($737 million after tax) recorded to Additional paid-in capital.

In June 2021, the Company repurchased the remaining Government of Alberta Class A Interests for a nominal amount, which was accounted for as an equity transaction and resulted in $394 million recognized in Additional paid-in capital.

The changes in Redeemable non-controlling interest classified in mezzanine equity were as follows:


	three months ended June 30		six months ended June 30
(unaudited - millions of Canadian $)	2021	2020	2021	2020

Balance at beginning of period	394	102	393	—
Class A Interests issued	—	226	—	328
Net (loss)/income attributable to redeemable non-controlling interest1	—	(3)	1	(3)
Class A Interests repurchased	(394)	—	(394)	—
Balance at end of period	—	325	—	325

1 Includes a return accrual up to January 20, 2021 and a foreign currency translation loss on Class A Interests, both of which were presented within Net income attributable to non-controlling interests in the Condensed consolidated statement of income.

6. INCOME TAXES

Effective Tax Rates

The effective income tax rates were 132 per cent and negative four per cent for the six months ended June 30, 2021 and 2020, respectively. The increase in the effective income tax rate is primarily due to the impacts of the Keystone XL asset impairment charge recorded in the six months ended June 30, 2021 as well as the release of income tax valuation allowances and the non-taxable portion of capital gains recognized in the six months ended June 30, 2020.

TC Energy Second Quarter 2021 | 53

7. LOANS RECEIVABLE FROM AFFILIATES

Sur de Texas

At June 30, 2021 and December 31, 2020, Loan receivable from affiliate on the Company's Condensed consolidated balance sheet reflected a MXN$20.9 billion or $1.3 billion loan receivable from the Sur de Texas joint venture which represents TC Energy's 60 per cent proportionate share of long-term debt financing to the joint venture. The Company's Condensed consolidated statement of income reflected the related interest income and foreign exchange impact on this loan receivable which were fully offset upon consolidation with corresponding amounts included in TC Energy’s 60 per cent proportionate share of Sur de Texas equity earnings as follows:


(unaudited - millions of Canadian $)	three months ended June 30		six months ended June 30		Affected line item in the Condensed consolidated statement of income
	2021	2020	2021	2020

Interest income1	21	29	42	62	Interest income and other
Interest expense2	(21)	(29)	(42)	(62)	Income from equity investments
Foreign exchange gains/(losses)1	32	26	(3)	(277)	Interest income and other
Foreign exchange (losses)/gains1	(32)	(26)	3	277	Income from equity investments

1Included in the Corporate segment.

2Included in the Mexico Natural Gas Pipelines segment.

Coastal GasLink Pipeline Limited Partnership

TC Energy holds a 35 per cent equity interest in Coastal GasLink Pipeline Limited Partnership (Coastal GasLink LP), which has contracted the Company to construct and operate the Coastal GasLink pipeline. In 2020, the Company entered into a subordinated demand revolving credit facility with Coastal GasLink LP to provide additional short-term liquidity and funding flexibility to the project. The facility bears interest at a floating market-based rate and had a capacity of $500 million at June 30, 2021 with an outstanding balance of $220 million (December 31, 2020 – nil) reflected in Other current assets on the Company's Condensed consolidated balance sheet.

8. LONG-TERM DEBT

Long-Term Debt Issued

Long-term debt issued by the Company in the six months ended June 30, 2021 included the following:

(unaudited - millions of Canadian $, unless otherwise noted)

Company

Issue date

Type

Maturity date

Amount

Interest rate

TransCanada PipeLines Limited

June 2021

Medium Term Notes

June 2024

750

Floating

TransCanada PipeLines Limited

June 2021

Medium Term Notes

June 2031

500

2.97

TransCanada PipeLines Limited

June 2021

Medium Term Notes

September 2047

250

4.33

Keystone XL subsidiaries1

Various

Project-Level Credit Facility

June 2021

US 849

Floating

Columbia Pipeline Group, Inc.

January 2021

Term Loan

June 2022

US 4,040

Floating

1On January 4, 2021, the Company established a US$4.1 billion project-level credit facility to support the construction of the Keystone XL pipeline, which was fully guaranteed by the Government of Alberta and non-recourse to TC Energy. The availability of this credit facility was subsequently reduced to US$1.6 billion and all amounts outstanding were fully repaid by the Government of Alberta in June 2021. Refer to Note 5, Keystone XL, for additional information.

54 | TC Energy Second Quarter 2021

Long-Term Debt Retired/Repaid

Long-term debt retired/repaid by the Company in the six months ended June 30, 2021 included the following:

(unaudited - millions of Canadian $, unless otherwise noted)

Company

Retirement/Repayment date

Type

Amount

Interest rate

TransCanada PipeLines Limited

January 2021

Debentures

US 400

9.875

TC PipeLines, LP

March 2021

Senior Unsecured Notes

US 350

4.65

Keystone XL subsidiaries1

June 2021

Project-Level Credit Facility

US 849

Floating

1 In June 2021, in accordance with the terms of the guarantee, the Government of Alberta repaid the US$849 million outstanding balance under the Keystone XL project-level credit facility bearing interest at a floating rate, subsequent to which it was terminated, resulting in no cash impact to TC Energy. Refer to Note 5, Keystone XL, for additional information.

On March 4, 2021, the Company's subsidiary, TC PipeLines, LP, terminated a US$500 million unsecured revolving credit facility bearing interest at a floating rate on which no amount was outstanding.

Capitalized Interest

In the three and six months ended June 30, 2021, TC Energy capitalized interest related to capital projects of $1 million and $18 million, respectively (2020 – $87 million and $151 million, respectively).

9. JUNIOR SUBORDINATED NOTES ISSUED

Junior subordinated notes issued by the Company in the six months ended June 30, 2021 included the following:

(unaudited - millions of Canadian $)

Company

Issue date

Type

Maturity date

Amount

Interest rate

TransCanada PipeLines Limited

March 2021

Junior Subordinated Notes1

March 2081

500

4.45

1The Junior subordinated notes were issued to TransCanada Trust, a financing trust subsidiary wholly owned by TCPL. While the obligations of TransCanada Trust are fully and unconditionally guaranteed by TCPL on a subordinated basis, TransCanada Trust is not consolidated in TC Energy's financial statements since TCPL does not have a variable interest in TransCanada Trust and the only substantive assets of TransCanada Trust are junior subordinated notes of TCPL.

In March 2021, TransCanada Trust (the Trust) issued $500 million of Trust Notes – Series 2021-A to investors with a fixed interest rate of 4.20 per cent per annum for the first 10 years and resetting on the 10th anniversary and every five years thereafter. All of the proceeds of the issuance by the Trust were loaned to TCPL for $500 million of junior subordinated notes of TCPL at an initial fixed rate of 4.45 per cent per annum, including a 0.25 per cent administration charge. The rate on the junior subordinated notes of TCPL will reset every five years commencing March 2031 until March 2051 to the then Five Year Government of Canada Yield, as defined in the document governing the subordinated notes, plus 3.316 per cent per annum; from March 2051 until March 2081, the interest rate will reset to the then Five Year Government of Canada Yield plus 4.066 per cent per annum. The junior subordinated notes are callable at TCPL's option at any time from December 4, 2030 to March 4, 2031 and on each interest payment and reset date thereafter at 100 per cent of the principal amount plus accrued and unpaid interest to the date of redemption.

The Junior subordinated notes are subordinated in right of payment to existing and future senior indebtedness and other obligations of TCPL.

TC Energy Second Quarter 2021 | 55

10. NON-CONTROLLING INTERESTS

Acquisition of TC PipeLines, LP

On December 14, 2020, the Company entered into a definitive agreement and plan of merger to acquire all the outstanding common units of TC PipeLines, LP not beneficially owned by TC Energy or its affiliates in exchange for TC Energy common shares. Upon close of the transaction on March 3, 2021, TC PipeLines, LP common unitholders received 0.70 TC Energy common shares for each issued and outstanding publicly-held TC PipeLines, LP common unit representing, in aggregate, 37,955,093 TC Energy common shares. As a result, TC PipeLines, LP became an indirect, wholly-owned subsidiary of TC Energy.

As the Company controlled TC PipeLines, LP, this acquisition was accounted for as an equity transaction with the following impact reflected on the Condensed consolidated balance sheet:


(unaudited - millions of Canadian $)												March 3, 2021

Common shares												2,063
Additional paid-in capital												(398)
Accumulated other comprehensive loss												353
Non-controlling interests												(1,563)
Deferred income tax liabilities												(443)
Other												(12)

11. COMMON SHARES AND PREFERRED SHARES

The Board of Directors of TC Energy declared quarterly dividends as follows:


	three months ended June 30		six months ended June 30
(unaudited - Canadian $, rounded to two decimals)	2021	2020	2021	2020

per common share	0.87	0.81	1.74	1.62

per Series 1 preferred share	0.22	0.22	0.43	0.43
per Series 2 preferred share	0.12	0.22	0.25	0.44
per Series 3 preferred share	0.11	0.13	0.21	0.27
per Series 4 preferred share	0.08	0.18	0.17	0.36
per Series 5 preferred share	0.12	0.14	0.24	0.28
per Series 6 preferred share	0.10	0.11	0.20	0.31
per Series 7 preferred share	0.24	0.24	0.49	0.49
per Series 9 preferred share	0.24	0.24	0.47	0.47
per Series 11 preferred share	0.21	0.24	0.21	0.24
per Series 13 preferred share	0.34	0.34	0.34	0.34
per Series 15 preferred share	0.31	0.31	0.31	0.31

Acquisition of TC PipeLines, LP

On March 3, 2021, TC Energy issued 37,955,093 common shares to acquire all the outstanding publicly-held common units of TC PipeLines, LP. Refer to Note 10, Non-controlling interests, for additional information.

56 | TC Energy Second Quarter 2021

Preferred Shares

On May 31, 2021, TC Energy redeemed all of the 20,000,000 issued and outstanding Series 13 preferred shares at a redemption price of $25.00 per share and paid the final quarterly dividend of $0.34375 per Series 13 preferred share for the period up to but excluding May 31, 2021 as previously declared on May 6, 2021. The Company used the proceeds from the March 2021 issuance of $500 million of Junior Subordinated Notes through the Trust to finance this preferred share redemption.

12. OTHER COMPREHENSIVE (LOSS)/INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS

Components of other comprehensive (loss)/income, including the portion attributable to non-controlling interests and related tax effects, are as follows:


three months ended June 30, 2021	Before Tax Amount	Income Tax Recovery/(Expense)	Net of Tax Amount
(unaudited - millions of Canadian $)

Foreign currency translation losses on net investment in foreign operations	(231)	(2)	(233)
Change in fair value of net investment hedges	17	(4)	13
Change in fair value of cash flow hedges	(14)	3	(11)
Reclassification to net income of gains and losses on cash flow hedges	12	(2)	10

Reclassification to net income of actuarial gains and losses on pension and other post-retirement benefit plans	6	(2)	4
Other comprehensive loss on equity investments	(76)	19	(57)
Other Comprehensive Loss	(286)	12	(274)


three months ended June 30, 2020	Before Tax Amount	Income Tax Recovery/(Expense)	Net of Tax Amount
(unaudited - millions of Canadian $)

Foreign currency translation losses on net investment in foreign operations	(775)	(19)	(794)
Change in fair value of net investment hedges	80	(20)	60
Change in fair value of cash flow hedges	(109)	27	(82)
Reclassification to net income of gains and losses on cash flow hedges	621	(155)	466
Reclassification to net income of actuarial gains and losses on pension and other post-retirement benefit plans	5	(1)	4
Other comprehensive loss on equity investments	(31)	7	(24)
Other Comprehensive Loss	(209)	(161)	(370)


six months ended June 30, 2021	Before Tax Amount	Income Tax Recovery/(Expense)	Net of Tax Amount
(unaudited - millions of Canadian $)

Foreign currency translation losses on net investment in foreign operations	(519)	(12)	(531)
Change in fair value of net investment hedges	32	(8)	24

Reclassification to net income of gains and losses on cash flow hedges	23	(5)	18
Reclassification to net income of actuarial gains and losses on pension and other post-retirement benefit plans	9	(2)	7
Other comprehensive income on equity investments	173	(43)	130
Other Comprehensive Loss	(282)	(70)	(352)

TC Energy Second Quarter 2021 | 57


six months ended June 30, 2020	Before Tax Amount	Income Tax Recovery/(Expense)	Net of Tax Amount
(unaudited - millions of Canadian $)

Foreign currency translation gains on net investment in foreign operations	836	72	908
Change in fair value of net investment hedges	(42)	10	(32)
Change in fair value of cash flow hedges	(765)	188	(577)
Reclassification to net income of gains and losses on cash flow hedges	626	(156)	470
Reclassification to net income of actuarial gains and losses on pension and other post-retirement benefit plans	(4)	1	(3)
Other comprehensive loss on equity investments	(26)	6	(20)
Other Comprehensive Income	625	121	746

The changes in AOCI by component are as follows:


three months ended June 30, 2021	Currency Translation Adjustments	Cash Flow Hedges	Pension and OPEB Plan Adjustments	Equity Investments	Total1
(unaudited - millions of Canadian $)

AOCI balance at April 1, 2021	(1,184)	(138)	(282)	(548)	(2,152)
Other comprehensive loss before reclassifications2	(220)	(11)	—	(64)	(295)
Amounts reclassified from AOCI	—	10	4	7	21
Net current period other comprehensive (loss)/income	(220)	(1)	4	(57)	(274)

AOCI balance at June 30, 2021	(1,404)	(139)	(278)	(605)	(2,426)

1All amounts are net of tax. Amounts in parentheses indicate losses recorded to OCI.

2Other comprehensive loss before reclassifications on currency translation adjustments, cash flow hedges and equity investments are net of non-controlling interest of nil.


six months ended June 30, 2021	Currency Translation Adjustments	Cash Flow Hedges	Pension and OPEB Plan Adjustments	Equity Investments	Total1
(unaudited - millions of Canadian $)

AOCI balance at January 1, 2021	(1,273)	(143)	(285)	(738)	(2,439)
Other comprehensive (loss)/income before reclassifications2	(493)	(1)	—	116	(378)
Amounts reclassified from AOCI3	—	18	7	13	38
Net current period other comprehensive (loss)/income	(493)	17	7	129	(340)
Acquisition of TC PipeLines, LP4	362	(13)	—	4	353
AOCI balance at June 30, 2021	(1,404)	(139)	(278)	(605)	(2,426)

1All amounts are net of tax. Amounts in parentheses indicate losses recorded to OCI.

2Other comprehensive (loss)/income before reclassifications on currency translation adjustments, cash flow hedges and equity investments are net of non-controlling interest losses of $14 million and gains of $1 million and $1 million, respectively.

3Losses 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 $55 million ($41 million, net of tax) at June 30, 2021. 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.

4Represents the historical OCI attributable to non-controlling interests of TC PipeLines, LP which was reclassified to AOCI upon completion of the acquisition of all the outstanding publicly-held common units of TC PipeLines, LP on March 3, 2021. Refer to Note 10, Non-controlling interests, for additional information.

58 | TC Energy Second Quarter 2021

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 income1
	three months ended June 30		six months ended June 30
(unaudited - millions of Canadian $)	2021	2020	2021	2020

Cash flow hedges
Commodities	(3)	2	(5)	—	Revenues (Power and Storage)
Interest rate	(9)	(8)	(18)	(11)	Interest expense
Interest rate	—	(613)	—	(613)	Net gain on sale of assets2
	(12)	(619)	(23)	(624)	Total before tax
	2	155	5	156	Income tax expense/(recovery)2
	(10)	(464)	(18)	(468)	Net of tax3
Pension and other post-retirement benefit plan adjustments
Amortization of actuarial (losses)/gains	(6)	(5)	(9)	4	Plant operating costs and other4
	2	1	2	(1)	Income tax expense/(recovery)
	(4)	(4)	(7)	3	Net of tax
Equity investments
Equity income	(10)	(3)	(18)	(7)	Income from equity investments
	3	1	5	2	Income tax expense/(recovery)
	(7)	(2)	(13)	(5)	Net of tax

1All amounts in parentheses indicate expenses to the Condensed consolidated statement of income.

2Includes a loss of $613 million ($459 million, net of tax) related to a contractually required derivative instrument used to hedge the interest rate risk associated with project-level financing of the Coastal GasLink pipeline construction. The derivative instrument was derecognized as part of the sale of a 65 per cent equity interest in Coastal GasLink LP.

3Amounts reclassified from AOCI on cash flow hedges are net of non-controlling interests of nil for the three and six months ended June 30, 2021 (2020 – losses of $2 million and $2 million, respectively).

4These AOCI components are included in the computation of net benefit cost. Refer to Note 13, Employee post-retirement benefits, for additional information.

TC Energy Second Quarter 2021 | 59

13. EMPLOYEE POST-RETIREMENT BENEFITS

The net benefit cost recognized for the Company’s pension benefit 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 $)	2021	2020	2021	2020	2021	2020	2021	2020

Service cost1	42	39	2	2	85	77	3	3
Other components of net benefit cost1
Interest cost	30	33	3	4	60	68	6	8
Expected return on plan assets	(59)	(58)	(3)	(4)	(117)	(115)	(6)	(8)
Amortization of actuarial losses	5	6	—	—	11	11	1	1
Amortization of regulatory asset	8	6	1	1	14	12	1	1
	(16)	(13)	1	1	(32)	(24)	2	2
Net Benefit Cost	26	26	3	3	53	53	5	5

1Service cost and other components of net benefit cost are included in Plant operating costs and other in the Condensed consolidated statement of income.

60 | TC Energy Second Quarter 2021

14. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

Risk Management Overview

TC Energy 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, cash flows and shareholder value.

Counterparty credit risk

TC Energy’s exposure to counterparty credit risk includes its cash and cash equivalents, accounts receivable and certain contractual recoveries, available-for-sale assets, the fair value of derivative assets and loans receivable.

While the majority of the Company's credit exposure is to large creditworthy entities, TC Energy maintains close monitoring and communication with those counterparties experiencing greater financial pressures due to significant market events, including the COVID-19 pandemic. Refer to TC Energy's 2020 Annual Report for more information about the factors that mitigate the Company's counterparty credit risk exposure.

The Company reviews financial assets carried at amortized cost for impairment using the lifetime expected loss of the financial asset at initial recognition and throughout the life of the financial asset. TC Energy uses historical credit loss and recovery data, adjusted for management's judgment regarding current economic and credit conditions, along with supportable forecasts to determine any impairment, which is recognized in Plant operating costs and other. At June 30, 2021, there were no significant credit losses, no significant credit risk concentration and no significant amounts past due or impaired.

Net investment in foreign operations

The Company hedges a portion of its net investment in foreign operations (on an after-tax basis) with U.S. dollar-denominated debt, cross-currency swaps, foreign exchange forwards and foreign exchange options as appropriate.

The fair values and notional amounts for the derivatives designated as a net investment hedge were as follows:

June 30, 2021

December 31, 2020

(unaudited - millions of Canadian $, unless otherwise noted)

Fair value1,2

Notional amount

Fair value1,2

Notional amount

U.S. dollar foreign exchange options (maturing 2021 to 2023)

US 3,200

US 2,200

U.S. dollar cross-currency interest rate swaps (maturing 2022 to 2025)

US 400

US 3,600

US 2,600

1Fair value equals carrying value.

2No amounts have been excluded from the assessment of hedge effectiveness.

The notional amounts and fair values of U.S. dollar-denominated debt designated as a net investment hedge were as follows:

(unaudited - millions of Canadian $, unless otherwise noted)

June 30, 2021

December 31, 2020

Notional amount

25,200 (US 20,300)

27,700 (US 21,800)

Fair value

30,700 (US 24,700)

33,800 (US 26,500)

TC Energy Second Quarter 2021 | 61

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, Other current assets, Loan receivable from affiliate, Restricted investments, Other long-term assets, Notes payable, Accounts payable and other, Dividends payable, 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, except for the Company's LMCI equity securities which are classified in Level I.

Credit risk has been taken into consideration when calculating the fair value of non-derivative instruments.

Balance sheet presentation of non-derivative financial instruments

The following table details the fair value of non-derivative financial instruments, excluding those where carrying amounts approximate fair value, and would be classified in Level II of the fair value hierarchy:


	June 30, 2021		December 31, 2020
(unaudited - millions of Canadian $)	Carrying amount	Fair value	Carrying amount	Fair value


Long-term debt including current portion	(41,803)	(49,437)	(36,885)	(46,054)
Junior subordinated notes	(8,800)	(9,318)	(8,498)	(8,908)
	(50,603)	(58,755)	(45,383)	(54,962)

Available-for-sale assets summary

The following tables summarize additional information about the Company's restricted investments that were classified as available-for-sale assets:


	June 30, 2021		December 31, 2020
(unaudited - millions of Canadian $)	LMCI restricted investments	Other restricted investments1	LMCI restricted investments	Other restricted investments1

Fair values of fixed income securities2,3
Maturing within 1 year	—	36	—	17
Maturing within 1-5 years	—	86	—	66
Maturing within 5-10 years	1,058	—	985	—
Maturing after 10 years	76	—	85	—
Fair value of equity securities2,4	798	—	736	—
	1,932	122	1,806	83

1Other restricted investments have been set aside to fund insurance claim losses to be paid by the Company's wholly-owned captive insurance subsidiary.

2Available-for-sale assets are recorded at fair value and included in Other current assets and Restricted investments on the Company's Condensed consolidated balance sheet.

3Classified in Level II of the fair value hierarchy.

4Classified in Level I of the fair value hierarchy.

62 | TC Energy Second Quarter 2021


	June 30, 2021		June 30, 2020
(unaudited - millions of Canadian $)	LMCI restricted investments1	Other restricted investments2	LMCI restricted investments1	Other restricted investments2

Net unrealized gains/(losses) in the period
three months ended	49	—	84	2
six months ended	9	(1)	61	3
Net realized (losses)/gains in the period 3
three months ended	(2)	—	8	—
six months ended	(3)	—	10	—

1Gains 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.

2Gains and losses on other restricted investments are included in Interest income and other in the Condensed consolidated statement of income.

3Realized gains and losses on the sale of LMCI restricted investments are determined using the average cost basis.

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. Unrealized gains and losses on derivative instruments are not necessarily representative of the amounts that will be realized on settlement.

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.

TC Energy Second Quarter 2021 | 63

Balance sheet presentation of derivative instruments

The balance sheet classification of the fair value of derivative instruments was as follows:


at June 30, 2021	Cash Flow Hedges	Net Investment Hedges	Held for Trading	Total Fair Value of Derivative Instruments1
(unaudited - millions of Canadian $)

Other current assets
Commodities2	—	—	68	68
Foreign exchange	—	42	142	184

	—	42	210	252
Other long-term assets
Commodities2	—	—	9	9
Foreign exchange	—	45	10	55

	—	45	19	64
Total Derivative Assets	—	87	229	316
Accounts payable and other
Commodities2	(18)	—	(78)	(96)
Foreign exchange	—	—	(21)	(21)
Interest rate	(21)	—	—	(21)
	(39)	—	(99)	(138)
Other long-term liabilities
Commodities2	(6)	—	(6)	(12)
Foreign exchange	—	(11)	(6)	(17)
Interest rate	(23)	—	—	(23)
	(29)	(11)	(12)	(52)
Total Derivative Liabilities	(68)	(11)	(111)	(190)
Total Derivatives	(68)	76	118	126

1Fair value equals carrying value.

2Includes purchases and sales of power, natural gas and liquids.

64 | TC Energy Second Quarter 2021


at December 31, 2020	Cash Flow Hedges	Net Investment Hedges	Held for Trading	Total Fair Value of Derivative Instruments1
(unaudited - millions of Canadian $)

Other current assets
Commodities2	—	—	13	13
Foreign exchange	—	47	175	222

	—	47	188	235
Other long-term assets

Foreign exchange	—	22	19	41

	—	22	19	41
Total Derivative Assets	—	69	207	276
Accounts payable and other
Commodities2	(8)	—	(32)	(40)
Foreign exchange	—	(1)	(10)	(11)
Interest rate	(21)	—	—	(21)
	(29)	(1)	(42)	(72)
Other long-term liabilities
Commodities2	(6)	—	(4)	(10)

Interest rate3	(49)	—	—	(49)
	(55)	—	(4)	(59)
Total Derivative Liabilities	(84)	(1)	(46)	(131)
Total Derivatives	(84)	68	161	145

1Fair value equals carrying value.

2Includes purchases and sales of power, natural gas and liquids.

3For the three and six months ended June 30, 2020, a $130 million payment to settle a loss on financial instruments was included in Net cash provided by/(used in) financing activities in the Condensed consolidated statement of cash flows.

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.

Notional and maturity summary

The maturity and notional amount or quantity outstanding related to the Company's derivative instruments excluding hedges of the net investment in foreign operations was as follows:


at June 30, 2021	Power	Natural Gas	Liquids	Foreign Exchange	Interest Rate
(unaudited)

Purchases1	685	147	22	—	—
Sales1	1,481	77	24	—	—

Millions of U.S. dollars	—	—	—	5,861	1,100
Millions of Mexican pesos	—	—	—	4,222	—
Maturity dates	2021-2026	2021-2027	2021	2021-2023	2022-2026

1Volumes for power, natural gas and liquids derivatives are in GWh, Bcf and MMBbls, respectively.

TC Energy Second Quarter 2021 | 65


at December 31, 2020	Power	Natural Gas	Liquids	Foreign Exchange	Interest Rate
(unaudited)

Purchases1	185	13	26	—	—
Sales1	1,786	14	30	—	—
Millions of U.S. dollars	—	—	—	4,432	1,100
Millions of Mexican pesos	—	—	—	1,700	—
Maturity dates	2021-2025	2021-2027	2021	2021-2022	2022-2026

1Volumes for power, natural gas and liquids derivatives are in GWh, Bcf and MMBbls, respectively.

Unrealized and realized (losses)/gains 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 $)	2021	2020	2021	2020

Derivative Instruments Held for Trading1
Amount of unrealized (losses)/gains in the period
Commodities	(15)	(50)	16	16
Foreign exchange	(63)	170	(58)	(102)

Amount of realized gains/(losses) in the period
Commodities	48	42	109	78
Foreign exchange	117	(39)	158	(51)

Derivative Instruments in Hedging Relationships2
Amount of realized (losses)/gains in the period
Commodities	(12)	5	(23)	2

Interest rate	(6)	(5)	(12)	(4)

2In the three and six months ended June 30, 2021 and 2020, 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 OCI (Note 12) related to the change in fair value of derivatives in cash flow hedging relationships before tax and including the portion attributable to non-controlling interests were as follows:


	three months ended June 30		six months ended June 30
(unaudited - millions of Canadian $, pre-tax)	2021	2020	2021	2020

Change in fair value of derivative instruments recognized in OCI1
Commodities	(11)	2	(15)	6

Interest rate	(3)	(111)	15	(771)
	(14)	(109)	—	(765)

1No amounts have been excluded from the assessment of hedge effectiveness. Amounts in parentheses indicate losses recorded to OCI.

66 | TC Energy Second Quarter 2021

Effect of fair value and cash flow hedging relationships

The following table details amounts presented in the Condensed consolidated statement of income in which the effects of fair value or cash flow hedging relationships were recorded:


	three months ended June 30		six months ended June 30
(unaudited - millions of Canadian $)	2021	2020	2021	2020

Fair Value Hedges
Interest rate contracts1
Hedged items	—	(2)	—	(5)
Derivatives designated as hedging instruments	—	—	—	1
Cash Flow Hedges
Reclassification of (losses)/gains on derivative instruments from AOCI to net income2,3
Interest rate contracts1	(9)	(623)	(18)	(626)
Commodity contracts4	(3)	2	(5)	—

1Presented within Interest expense in the Condensed consolidated statement of income, except for a loss of $613 million recorded in May 2020 related to a contractually required derivative instrument used to hedge the interest rate risk associated with project-level financing of the Coastal GasLink pipeline construction. The derivative instrument was derecognized as part of the sale of a 65 per cent equity interest in Coastal GasLink LP. The loss was included in Net gain on sale of assets.

2Refer to Note 12, Other comprehensive (loss)/income 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.

3There are no amounts recognized in earnings that were excluded from effectiveness testing.

4Presented within Revenues (Power and Storage) in the Condensed consolidated statement of income.

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. TC Energy 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 on the Condensed consolidated balance sheet. The following table shows the impact on the presentation of the fair value of derivative instrument assets and liabilities had the Company elected to present these contracts on a net basis:


at June 30, 2021	Gross derivative instruments	Amounts available for offset1	Net amounts
(unaudited - millions of Canadian $)

Derivative instrument assets
Commodities	77	(53)	24
Foreign exchange	239	(34)	205

	316	(87)	229
Derivative instrument liabilities
Commodities	(108)	53	(55)
Foreign exchange	(38)	34	(4)
Interest rate	(44)	—	(44)
	(190)	87	(103)

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

TC Energy Second Quarter 2021 | 67


at December 31, 2020	Gross derivative instruments	Amounts available for offset1	Net amounts
(unaudited - millions of Canadian $)

Derivative instrument assets
Commodities	13	(7)	6
Foreign exchange	263	(11)	252

	276	(18)	258
Derivative instrument liabilities
Commodities	(50)	7	(43)
Foreign exchange	(11)	11	—
Interest rate	(70)	—	(70)
	(131)	18	(113)

1Amounts 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 $96 million and letters of credit of $52 million at June 30, 2021 (December 31, 2020 – $54 million and $39 million, respectively) to its counterparties. At June 30, 2021, the Company held no cash collateral and a $1 million balance in letters of credit (December 31, 2020 – nil and nil, respectively) 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. The Company may also need to provide collateral if the fair value of its derivative financial instruments exceeds pre-defined exposure limits.

Based on contracts in place and market prices at June 30, 2021, the aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position was $5 million (December 31, 2020 – $4 million), for which the Company has provided no collateral in the normal course of business. If the credit-risk-related contingent features in these agreements were triggered on June 30, 2021, the Company would have been required to provide collateral equal to the fair value of the related derivative instruments discussed above. 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.

68 | TC Energy Second Quarter 2021

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			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. Inputs include published exchange rates, interest rates, interest rate swap curves, yield curves and broker quotes from external data service providers.
Level III			This category 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. There is uncertainty caused by using unobservable market data which may not accurately reflect possible future changes in fair value.

The fair value of the Company’s derivative assets and liabilities measured on a recurring basis, including both current and non-current portions, were categorized as follows:


at June 30, 2021	Quoted prices in active markets (Level I)	Significant other observable inputs (Level II)1	Significant unobservable inputs (Level III)1
(unaudited - millions of Canadian $)				Total

Derivative instrument assets
Commodities	5	72	—	77
Foreign exchange	—	239	—	239

Derivative instrument liabilities
Commodities	(22)	(81)	(5)	(108)
Foreign exchange	—	(38)	—	(38)
Interest rate	—	(44)	—	(44)
	(17)	148	(5)	126

1There were no transfers from Level II to Level III for the six months ended June 30, 2021.


at December 31, 2020	Quoted prices in active markets (Level I)	Significant other observable inputs (Level II)1	Significant unobservable inputs (Level III)1
(unaudited - millions of Canadian $)				Total

Derivative instrument assets
Commodities	3	10	—	13
Foreign exchange	—	263	—	263

Derivative instrument liabilities
Commodities	(15)	(31)	(4)	(50)
Foreign exchange	—	(11)	—	(11)
Interest rate	—	(70)	—	(70)
	(12)	161	(4)	145

1There were no transfers from Level II to Level III for the year ended December 31, 2020.

TC Energy Second Quarter 2021 | 69

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 $)	2021	2020	2021	2020

Balance at beginning of period	(4)	(3)	(4)	(7)
Total (losses)/gains included in Net income	(1)	(1)	(1)	3



Balance at end of period1	(5)	(4)	(5)	(4)

1For the three and six months ended June 30, 2021, there were unrealized losses of $1 million recognized in Revenues attributed to derivatives in the Level III category that were held at June 30, 2021 (2020 – unrealized losses of $1 million and gains of $3 million, respectively).

15. COMMITMENTS, CONTINGENCIES AND GUARANTEES

Commitments

TC Energy’s capital expenditure commitments at December 31, 2020 included certain construction costs associated with the Keystone XL pipeline project. Following the revocation of the Presidential Permit for the Keystone XL pipeline on January 20, 2021, the Company and its partner terminated the project on June 9, 2021. As a result, capital commitments related to Keystone XL have been reduced by approximately $0.9 billion. Refer to Note 5, Keystone XL, for more information.

Contingencies

TC Energy 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, excluding the Keystone XL legal proceeding described in Note 17, Subsequent event, will not have a material impact on the Company’s consolidated financial position or results of operations.

Guarantees

As part of its role as operator of the Northern Courier pipeline, TC Energy has guaranteed the financial performance of the pipeline related to delivery and terminalling of bitumen and diluent and contingent financial obligations under sub-lease agreements.

TC Energy and its partner on the Sur de Texas pipeline, IEnova, have jointly guaranteed the financial performance of the entity which owns the pipeline. Such agreements include a guarantee and a letter of credit which are primarily related to the delivery of natural gas.

TC Energy 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 construction services and the payment of liabilities. For certain of these entities, any payments made by TC Energy under these guarantees in excess of its ownership interest are to be reimbursed by its partners.

70 | TC Energy Second Quarter 2021

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:


		June 30, 2021		December 31, 2020
(unaudited - millions of Canadian $)	Term	Potential exposure1	Carrying value	Potential exposure1	Carrying value

Northern Courier	to 2055	300	26	300	26
Sur de Texas	to 2043	98	—	100	—
Bruce Power	to 2023	88	—	88	—
Other jointly-owned entities	to 2043	77	4	78	4
		563	30	566	30

1TC Energy's share of the potential estimated current or contingent exposure.

16. VARIABLE INTEREST ENTITIES

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. 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, or are not considered a business, are as follows:

TC Energy Second Quarter 2021 | 71


(unaudited - millions of Canadian $)	June 30, 2021	December 31, 2020

ASSETS
Current Assets
Cash and cash equivalents	38	254
Accounts receivable	58	61
Inventories	27	26
Other	12	11
	135	352
Plant, Property and Equipment	3,428	3,325
Equity Investments	690	714
Goodwill	412	424
Other Long-Term Assets	—	8
	4,665	4,823
LIABILITIES
Current Liabilities
Accounts payable and other	250	109
Redeemable non-controlling interest	—	633
Accrued interest	19	21
Current portion of long-term debt	129	579
	398	1,342
Regulatory Liabilities	61	60
Other Long-Term Liabilities	7	11
Deferred Income Tax Liabilities	12	12
Long-Term Debt	2,429	2,468
	2,907	3,893

At December 31, 2020, certain consolidated VIEs had a redeemable non-controlling interest that ranked above the Company's equity interest. Refer to Note 5, Keystone XL, for additional information.

72 | TC Energy Second Quarter 2021

Non-Consolidated VIEs

The Company’s non-consolidated VIEs consist of legal entities where the Company is not the primary beneficiary as it does not have the power to direct the activities that most significantly impact the economic performance of these VIEs 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:


(unaudited - millions of Canadian $)	June 30, 2021	December 31, 2020

Balance sheet
Equity investments
Bruce Power	3,611	3,306
Pipeline equity investments	1,557	1,371
Current loan receivable from affiliate1	220	—
Off-balance sheet exposure2
Bruce Power	1,189	1,183
Pipeline equity investments	1,651	1,506
Maximum exposure to loss	8,228	7,366

1 Refer to Note 7, Loans receivable from affiliates, for additional information.

2 Includes maximum potential exposure to guarantees and future funding commitments.

17. SUBSEQUENT EVENT

Keystone XL Legal Proceeding

On July 2, 2021, TC Energy filed a Notice of Intent to initiate a legacy North American Free Trade Agreement (NAFTA) claim to recover economic damages resulting from the revocation of the Presidential Permit for the Keystone XL pipeline. The Company will be seeking to recover more than US$15 billion in damages as a result of the U.S. Government’s breach of its NAFTA obligations. This claim is in a preliminary stage and the timing of outcome is unknown at present.

TC Energy Second Quarter 2021 | 73

Document

EXHIBIT 31.1

Certifications

I, François L. Poirier, certify that:

1.I have reviewed this quarterly report on Form 6-K of TC Energy 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: July 29, 2021			/s/ François L. Poirier
			François L. Poirier
			President and Chief Executive Officer

1 of 2

Certifications

I, François L. Poirier, certify that:

1.I have reviewed this quarterly report on Form 6-K of TransCanada PipeLines Limited;

(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: July 29, 2021			/s/ François L. Poirier
			François L. Poirier
			President and Chief Executive Officer

2 of 2

Document

EXHIBIT 31.2

Certifications

I, Donald R. Marchand, certify that:

1.I have reviewed this quarterly report on Form 6-K of TC Energy Corporation;

(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: July 29, 2021			/s/ Donald R. Marchand
			Donald R. Marchand
			Executive Vice-President and Chief Financial Officer

1 of 2

Certifications

I, Donald R. Marchand, certify that:

1.I have reviewed this quarterly report on Form 6-K of TransCanada PipeLines Limited;

(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: July 29, 2021			/s/ Donald R. Marchand
			Donald R. Marchand
			Executive Vice-President and Chief Financial Officer

2 of 2

Document

EXHIBIT 32.1

TC ENERGY CORPORATION

450 – 1st Street S.W.

Calgary, Alberta, Canada

T2P 5H1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

REGARDING PERIODIC REPORT CONTAINING

FINANCIAL STATEMENTS

I, François L. Poirier, the Chief Executive Officer of TC Energy 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, 2021 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/ François L. Poirier
			François L. Poirier
			Chief Executive Officer
			July 29, 2021

1 of 2

TRANSCANADA PIPELINES LIMITED

450 – 1st Street S.W.

Calgary, Alberta, Canada

T2P 5H1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

REGARDING PERIODIC REPORT CONTAINING

FINANCIAL STATEMENTS

I, François L. Poirier, the Chief Executive Officer of TransCanada PipeLines Limited (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, 2021 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/ François L. Poirier
			François L. Poirier
			Chief Executive Officer
			July 29, 2021

2 of 2

Document

EXHIBIT 32.2

TC ENERGY 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 TC Energy 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, 2021 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
			July 29, 2021

1 of 2

TRANSCANADA PIPELINES LIMITED

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 PipeLines Limited (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, 2021 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
			July 29, 2021

2 of 2

Document

EXHIBIT 99.1


Quarterly Report to Shareholders

TC Energy reports strong second quarter financial results

Well positioned to secure future growth opportunities as energy transition evolves

CALGARY, Alberta – July 29, 2021 – TC Energy Corporation (TSX, NYSE: TRP) (TC Energy or the Company) today announced net income attributable to common shares for second quarter 2021 of $982 million or $1.00 per share compared to net income of $1.3 billion or $1.36 per share for the same period in 2020. Comparable earnings for second quarter 2021 were $1.0 billion or $1.07 per common share compared to $863 million or $0.92 per common share in 2020. TC Energy's Board of Directors also declared a quarterly dividend of $0.87 per common share for the quarter ending September 30, 2021, equivalent to $3.48 per common share on an annualized basis.

"During the first half of 2021, our diversified portfolio of critical energy infrastructure assets continued to safely and reliably meet North America's growing demand for energy," said François Poirier, TC Energy’s President and Chief Executive Officer. "Comparable earnings of $2.23 per common share and comparable funds generated from operations of $3.8 billion in the first six months of the year reflect the utility-like nature of our business along with the consistently strong performance of our legacy assets and contributions from projects that entered service in 2020."

Our results are underpinned by strong demand for our services together with a constant focus on operational excellence. Flows and utilization levels across our network continue to be in line with historical norms despite the ongoing impacts of COVID-19, extreme weather events and energy market volatility. Once again, this highlights the vital role our infrastructure plays in the functioning of the North American economy and the well-being of millions of people across the continent. Given the solid start to the year, we continue to expect full-year 2021 comparable earnings to be generally consistent with last year's record results.

"We are advancing a $21 billion secured capital program and working on a substantive portfolio of other similarly high-quality opportunities under development," continued Poirier. "Importantly, all of our secured capital projects are underpinned by long-term contracts and/or regulated business models highlighting the fundamental need for this critical new infrastructure while at the same time giving us visibility to the earnings and cash flow they will generate as they enter service in the coming years. Through prudent financial management, we are poised to effectively self-fund our growth program through our internally generated cash flow and debt capacity."

Looking beyond our current suite of projects, we are well positioned to capture future growth prospects associated with our extensive asset footprint and deep organizational capabilities as well as others that arise as the world both consumes more energy and transitions to a cleaner energy future. Today we announced that, subject to customary conditions precedent and regulatory approvals, we have sanctioned the VR project on our Columbia Gas system. This project represents an approximate US$0.7 billion capital investment and, among other elements, includes the installation of electric compression which will reduce direct carbon dioxide equivalent emissions while addressing growing market demand by providing additional transportation services under long-term contracts. We are exploring other opportunities to electrify and use renewable energy to power certain of the Company's proprietary energy loads, with the goal of a net reduction in emissions across our footprint. Bruce Power also continues to progress its multi-billion dollar life extension program, a source of significant emission-less power in Ontario, and we recently announced an initiative to jointly develop, along with Pembina Pipeline Corporation (Pembina), a carbon transportation and sequestration system for Alberta-based industries to manage their emissions and contribute to a lower-carbon economy.

In all our operations and projects, we remain focused on managing and reducing our greenhouse gas emissions and building constructive, enduring relationships with our communities and stakeholders. We believe our creativity, technical strength and unparalleled market connectivity provide us the ability to prosper regardless of the pace and form of energy transition. Success in advancing our current slate of secured projects and other organic growth opportunities is expected to support annual dividend growth of five to seven per cent in this historically low-interest rate environment.

Highlights

(All financial figures are unaudited and in Canadian dollars unless otherwise noted)

•Second quarter 2021 financial results

◦Net income attributable to common shares of $982 million or $1.00 per common share

◦Comparable earnings of $1.0 billion or $1.07 per common share

◦Comparable EBITDA of $2.2 billion

◦Net cash provided by operations of $1.7 billion

◦Comparable funds generated from operations of $1.8 billion

•Declared a quarterly dividend of $0.87 per common share for the quarter ending September 30, 2021

•Continued to advance our $21 billion secured capital program by investing $1.4 billion in various growth projects during the second quarter

•Sanctioned the VR project, an approximate US$0.7 billion enhancement project on our Columbia Gas system to improve reliability and lower emissions

•Columbia Gas notified FERC on July 28 that it has reached a settlement-in-principle with its customers addressing all remaining issues related to its Section 4 Rate Case filing

•Announced a partnership with Pembina to jointly develop a carbon transportation and sequestration system in Alberta

•Issued Requests for Information (RFI) seeking to identify potential wind, solar and energy storage projects and/or investment opportunities to meet the electricity needs of a portion of our U.S. pipeline assets

•Recognized $1.1 billion in the Consolidated statement of equity principally from the repurchase of partner interests in Keystone XL, retirement of its non-recourse project-level credit facility and issuance of Class C Interests, partially offsetting the $2.2 billion after-tax impairment charge recorded in first quarter 2021

•Issued $750 million of three-year floating-rate Medium Term Notes, $500 million of 10-year fixed-rate Medium Term Notes and $250 million of 26-year fixed-rate Medium Term Notes

•Redeemed $500 million of Series 13 preferred shares in May utilizing proceeds from the junior subordinated debt offering completed in March.

Net income attributable to common shares decreased by $299 million or $0.36 per common share to $982 million or $1.00 per share for the three months ended June 30, 2021 compared to the same period last year. Per share results reflect the impact of common shares issued for the acquisition of TC PipeLines, LP in first quarter 2021. Net income attributable to common shares includes a number of specific items that we believe are significant but not reflective of our underlying operations in the period. More information on these items, which are excluded from comparable earnings, can be found in the table entitled "Reconciliation of net income/(loss) to comparable earnings".

Comparable EBITDA of $2.2 billion increased by $47 million for the three months ended June 30, 2021 compared to the same period in 2020 primarily due to the net effect of the following:

•higher Power and Storage results attributable to increased earnings at Bruce Power in 2021 due to fewer outage days and a higher contract price partially offset by higher operating expenses, as well as increased Natural Gas Storage and Other earnings following the November 2020 acquisition of the remaining 50 per cent ownership interest in TC Turbines

•foreign exchange impact of a weaker U.S. dollar on the Canadian dollar equivalent segmented earnings in our U.S. dollar-denominated operations. U.S. dollar-denominated comparable EBITDA increased by US$105 million compared to 2020 to US$1.1 billion, however, this was translated at 1.23 in 2021 versus 1.39 in 2020. While the weakening of the U.S. dollar in 2021 compared to the same period in 2020 had a considerable negative impact on 2021 comparable EBITDA, the corresponding impact on comparable earnings was not significant due to offsetting natural and economic hedges.

Comparable earnings of $1.0 billion or $1.07 per common share increased by $182 million or $0.15 per common share for the three months ended June 30, 2021 compared to the same period in 2020 and was primarily the net effect of:

•changes in comparable EBITDA described above

•decreased Non-controlling interests following the March 3, 2021 acquisition of all outstanding common units of TC PipeLines, LP not beneficially owned by TC Energy

•higher Income tax expense primarily due to higher comparable earnings and flow-through income taxes in our Canadian rate-regulated pipelines.

Comparable earnings per share reflects the impact of common shares issued for the acquisition of the remaining ownership interests in TC PipeLines, LP in first quarter 2021.

Certain of our businesses generate all or most of their earnings in U.S. dollars and, since we report our financial results in Canadian dollars, changes in the value of the U.S. dollar against the Canadian dollar directly affect our comparable EBITDA and may also impact comparable earnings. As our U.S. dollar-denominated operations continue to grow, this exposure increases. A portion of the U.S. dollar-denominated comparable EBITDA exposure is naturally offset by U.S. dollar-denominated amounts below comparable EBITDA within Depreciation and amortization, Interest expense and other income statement line items. The balance of the exposure is actively managed on a rolling two-year forward basis using foreign exchange derivatives, however, the natural exposure beyond that period remains. As noted previously, the net impact of the U.S. dollar movements on comparable earnings for the three months ended June 30, 2021 compared to 2020, after considering natural offsets and economic hedges, was not significant.

NOTABLE RECENT DEVELOPMENTS INCLUDE:

Canadian Natural Gas Pipelines

•Coastal GasLink: From December 2020 until April 13, 2021, in response to the COVID-19 pandemic, an order of the British Columbia Provincial Health Officer restricted the number of workers on industrial sites across northern British Columbia, including Coastal GasLink, and, as a result, only critical construction activities continued during this time. Major erosion and sediment control work was required in the absence of continued pipeline construction during the winter period. On April 13, 2021, the provincial health order was lifted allowing the project to finalize remobilization plans for the summer construction program.

•NGTL System: In the six months ended June 30, 2021, the NGTL System placed approximately $0.1 billion of capacity projects in service.

U.S. Natural Gas Pipelines

•VR Project: We are actively developing projects that will replace and upgrade certain facilities while reducing emissions along portions of our pipeline systems in principal delivery markets. The enhanced facilities will improve reliability of the systems and allow for additional transportation services to address growing demand under long-term contracts while reducing direct carbon dioxide equivalent (CO2e) emissions. Consistent with this initiative, the VR project on the Columbia Gas system has been sanctioned, subject to customary conditions precedent and normal-course regulatory approvals and is included in the secured projects table within the Capital program section. This project represents an approximate US$0.7 billion capital investment and is targeted to be placed in service during the second half of 2025.

•Grand Chenier XPress: Phase I of Grand Chenier XPress, an expansion project on the ANR pipeline system connecting supply directly to U.S. Gulf Coast LNG export facilities, went into service in April 2021. Phase II is expected to be placed in service in early 2022.

•Columbia Gas Section 4 Rate Case: Columbia Gas filed a Section 4 Rate Case with FERC in July 2020 requesting an increase to its maximum transportation rates effective February 1, 2021, subject to refund upon completion of the rate proceeding. On July 28, 2021, Columbia Gas notified FERC that it has reached a settlement-in-principle with its customers addressing all remaining issues in the case, including but not limited to the resolution of rates and continuation of Columbia Gas's modernization program. While definitive terms are still being finalized, Columbia Gas expects a final settlement to be filed with FERC in third quarter 2021, with 2021 revenue expected to be generally consistent with estimates recorded to date, subject to revision following completion and approval of settlement terms.

Mexico Natural Gas Pipelines

•Villa de Reyes: Construction is ongoing but has been delayed due to COVID-19 contingency measures which have impeded our ability to obtain work authorizations as a result of administrative closures. We expect to reach partial in-service by the end of 2021, with the remainder of the construction of Villa de Reyes completed in the first half of 2022.

Liquids Pipelines

•Keystone XL: On June 9, 2021, following the revocation of the Presidential Permit for the Keystone XL pipeline project on January 20, 2021, and after a comprehensive review of options in consultation with our partner, the Government of Alberta, we terminated the Keystone XL pipeline project. Termination activities and related costs will continue through 2022 with any adjustments to the estimated fair value and future contractual and legal obligations expensed as determined and excluded from comparable earnings.

Power and Storage

•Renewable Energy RFI: Through an RFI process in second quarter 2021, we announced that we were seeking to identify potential contracts and/or investment opportunities in up to 620 MW of wind energy projects, 300 MW of solar projects and 100 MW of energy storage projects to meet the electricity needs of a portion of our U.S. pipeline assets. We are currently evaluating the responses received.

•Bruce Power outage: As part of the planned inspections, testing, analysis and maintenance activities at Bruce Power during the current Unit 6 MCR outage and planned Unit 3 outage, higher than anticipated readings of hydrogen concentration in pressure tubes were detected. The other six units currently in operation at the facility have all been inspected during recent planned outages and it was determined that there is no impact on their safe operation. Bruce Power has advised the Canadian Nuclear Safety Commission (CNSC) and is working on next steps.

Alberta Carbon Grid

•Carbon transportation and sequestration system: On June 17, 2021 we announced a partnership with Pembina to jointly develop a carbon transportation and sequestration system which, when fully constructed, would be capable of transporting more than 20 million tonnes of CO2 annually. By leveraging existing pipelines and a newly developed sequestration hub, the Alberta Carbon Grid (ACG) is expected to provide an infrastructure platform for Alberta-based industries to manage their emissions and contribute to a lower-carbon economy. Designed to be an open-access system, the ACG would connect the Fort McMurray, Alberta Industrial Heartland and Drayton Valley regions to key sequestration locations and delivery points across the province.

Corporate

•Common share dividend: Our Board of Directors declared a quarterly dividend of $0.87 per common share for the quarter ending September 30, 2021. The quarterly amount is equivalent to $3.48 per common share on an annualized basis.

•Retirement and appointment of our Executive Vice-President and Chief Financial Officer (CFO): On May 17, 2021, we announced that Don Marchand, Executive Vice-President and CFO, will retire from TC Energy on November 1, 2021, stepping down as CFO on July 31, 2021. Joel Hunter, currently Senior Vice-President, Capital Markets, will succeed Mr. Marchand as Executive Vice-President and CFO. Mr. Marchand will assist Mr. Hunter with the transition from August through November.

•Issuance of long-term debt: On June 9, 2021, TCPL issued $750 million of Medium Term Notes due in June 2024 bearing interest at a floating rate, $500 million of Medium Term Notes due in June 2031 bearing interest at a fixed rate of 2.97 per cent, and $250 million of Medium Term Notes due in September 2047 bearing interest at a fixed rate of 4.33 per cent.

•Redemption of $500 million series 13 preferred shares: We redeemed all issued and outstanding TC Energy Series 13 preferred shares on May 31, 2021, pursuant to their terms, utilizing proceeds from the junior subordinated debt offering completed in March 2021.

Teleconference and Webcast

We will hold a teleconference and webcast on Thursday, July 29, 2021 to discuss our second quarter 2021 financial results. François Poirier, President and Chief Executive Officer; Don Marchand, Executive Vice-President and CFO; and other members of the executive leadership team will discuss TC Energy's financial results and company developments at 9 a.m. (MDT) / 11 a.m. (EDT).

Members of the investment community and other interested parties are invited to participate by calling 1.800.319.4610. No pass code is required. Please dial in 15 minutes prior to the start of the call. A live webcast of the teleconference will be available on TC Energy's website at TCEnergy.com/events or via the following URL: http://www.gowebcasting.com/11357.

A replay of the teleconference will be available two hours after the conclusion of the call until midnight (EDT) on August 5, 2021. Please call 1.855.669.9658 and enter pass code 7144.

The unaudited interim condensed consolidated financial statements and Management’s Discussion and Analysis (MD&A) are available on our website at TCEnergy.com and will be filed today under TC Energy's profile on SEDAR at www.sedar.com and with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov.

About TC Energy

We are a vital part of everyday life – delivering the energy millions of people rely on to power their lives in a sustainable way. Thanks to a safe, reliable network of natural gas and crude oil pipelines, along with power generation and storage facilities, wherever life happens – we’re there. Guided by our core values of safety, responsibility, collaboration and integrity, our 7,500 people make a positive difference in the communities where we operate across Canada, the U.S. and Mexico.

TC Energy's common shares trade on the Toronto (TSX) and New York (NYSE) stock exchanges under the symbol TRP. To learn more, visit us at TCEnergy.com.

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 TC Energy security holders and potential investors with information regarding TC Energy and its subsidiaries, including management's assessment of TC Energy's and its subsidiaries' future plans and financial outlook. All forward-looking statements reflect TC Energy's beliefs and assumptions based on information available at the time the statements were made and as such are not guarantees of future performance. 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 information due to new information or future events, unless we are required to 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 most recent Quarterly Report to Shareholders and Annual Report filed under TC Energy'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 release contains references to non-GAAP measures, including comparable earnings, comparable earnings per common share, comparable EBITDA 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 TC Energy's most recent Quarterly Report to Shareholders.

Media Inquiries:

Jaimie Harding / Hejdi Carlsen

media@tcenergy.com

403.920.7859 or 800.608.7859

Investor & Analyst Inquiries:

David Moneta / Hunter Mau

investor_relations@tcenergy.com

403.920.7911 or 800.361.6522