TRP-06.30.2014-6-K


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 2014

Commission File No. 1-31690

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

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

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

Form 20-F                      o                      Form 40-F                      þ


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

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

Exhibits 13.1 and 13.2 to this report, furnished on Form 6-K, shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended, of the registrant: Form S-8 (File Nos. 333-5916, 333-8470, 333-9130, 333-151736 and 333-184074), Form F-3 (File Nos. 33-13564 and 333-6132) and Form F-10 (File Nos. 333-151781, 333-161929 and 333-192561).

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





SIGNATURES

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


Date: July 31, 2014
TRANSCANADA CORPORATION
 
 
 
 
By:
/s/ Donald R. Marchand
 
 
Donald R. Marchand
 
 
Executive Vice-President and
 
 
Chief Financial Officer
 
 
 
 
By:
/s/ G. Glenn Menuz
 
 
G. Glenn Menuz
 
 
Vice-President and Controller





EXHIBIT INDEX

13.1
Management’s Discussion and Analysis of Financial Condition and Results of Operations of the registrant as at and for the period ended June 30, 2014.
 
 
13.2
Consolidated comparative interim unaudited financial statements of the registrant for the period ended June 30, 2014 (included in the registrant's Second Quarter 2014 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 31, 2014.


TRP-06.30.2014-MD&A
EXHIBIT 13.1

Quarterly report to shareholders

Second quarter 2014
 
Financial highlights
 
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $, except per share amounts)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
Revenue
 
2,234

 
2,009

 
5,118

 
4,261

Net income attributable to common shares
 
416

 
365

 
828

 
811

per common share - basic and diluted
 

$0.59

 

$0.52

 

$1.17

 

$1.15

Comparable EBITDA1
 
1,217

 
1,143

 
2,613

 
2,311

Comparable earnings1
 
332

 
357

 
754

 
727

per common share1
 

$0.47

 

$0.51

 

$1.07

 

$1.03

 
 
 
 
 
 
 
 
 
Operating cash flow
 
 

 
 

 
 

 
 

Funds generated from operations1
 
917

 
955

 
2,019

 
1,871

Decrease/(increase) in operating working capital
 
202

 
(114
)
 
79

 
(324
)
Net cash provided by operations
 
1,119

 
841

 
2,098

 
1,547

Investing activities
 
 

 
 

 
 

 
 

Capital expenditures
 
(967
)
 
(1,109
)
 
(1,745
)
 
(2,038
)
Equity investments
 
(40
)
 
(39
)
 
(129
)
 
(71
)
Acquisitions
 

 
(55
)
 

 
(55
)
Proceeds from sale of assets, net of transaction costs
 
187

 

 
187

 

Dividends paid
 
 

 
 
 
 

 
 
Per common share
 

$0.48

 

$0.46

 

$0.96

 

$0.92

Basic common shares outstanding (millions)
 
 

 
 

 
 

 
 
Average for the period
 
708

 
707

 
708

 
706

End of period
 
708

 
707

 
708

 
707


1
Comparable EBITDA, comparable earnings, comparable earnings per common share and funds generated from operations are all non-GAAP measures. See non-GAAP measures section for more information.



TRANSCANADA [2
SECOND QUARTER 2014

Management’s discussion and analysis
 
July 31, 2014
 
This management’s discussion and analysis (MD&A) contains information to help the reader make investment decisions about TransCanada Corporation. It discusses our business, operations, financial position, risks and other factors for the three and six months ended June 30, 2014, and should be read with the accompanying unaudited condensed consolidated financial statements for the three and six months ended June 30, 2014 which have been prepared in accordance with U.S. GAAP.
 
This MD&A should also be read in conjunction with our December 31, 2013 audited consolidated financial statements and notes and the MD&A in our 2013 Annual Report, which have been prepared in accordance with U.S. GAAP. 

About this document
 
Throughout this MD&A, the terms, we, us, our and TransCanada mean TransCanada Corporation and its subsidiaries.
 
Abbreviations and acronyms that are not defined in this MD&A are defined in the glossary in our 2013 Annual Report.
 
All information is as of July 31, 2014 and all amounts are in Canadian dollars, unless noted otherwise.
  
FORWARD-LOOKING INFORMATION
We disclose forward-looking information to help current and potential investors understand management’s assessment of our future plans and financial outlook, and our future prospects overall.
 
Statements that are forward-looking are based on certain assumptions and on what we know and expect today and generally include words like anticipate, expect, believe, may, will, should, estimate or other similar words.
 
Forward-looking statements in this MD&A may include information about the following, among other things:
anticipated business prospects
our financial and operational performance, including the performance of our subsidiaries
expectations or projections about strategies and goals for growth and expansion
expected cash flows and future financing options available to us
expected costs for planned projects, including projects under construction and in development
expected schedules for planned projects (including anticipated construction and completion dates)
expected regulatory processes and outcomes
expected impact of regulatory outcomes
expected outcomes with respect to legal proceedings, including arbitration
expected capital expenditures and contractual obligations
expected operating and financial results
the expected impact of future accounting changes, commitments and contingent liabilities
expected industry, market and economic conditions.

Forward-looking statements do not guarantee future performance. Actual events and results could be significantly different because of assumptions, risks or uncertainties related to our business or events that happen after the date of this MD&A.
 
Our forward-looking information is based on the following key assumptions, and subject to the following risks and uncertainties:
 
Assumptions
inflation rates, commodity prices and capacity prices
timing of financings and hedging
regulatory decisions and outcomes
foreign exchange rates
interest rates
tax rates
planned and unplanned outages and the use of our pipeline and energy assets
integrity and reliability of our assets
access to capital markets
anticipated construction costs, schedules and completion dates
acquisitions and divestitures.

Risks and uncertainties
our ability to successfully implement our strategic initiatives
whether our strategic initiatives will yield the expected benefits
the operating performance of our pipeline and energy assets



TRANSCANADA [3
SECOND QUARTER 2014

amount of capacity sold and rates achieved in our pipeline businesses
the availability and price of energy commodities
the amount of capacity payments and revenues we receive from our energy business
regulatory decisions and outcomes
outcomes of legal proceedings, including arbitration
performance of our counterparties
changes in the political environment
changes in environmental and other laws and regulations
competitive factors in the pipeline and energy sectors
construction and completion of capital projects
costs for labour, equipment and materials
access to capital markets
interest and foreign exchange rates
weather
cyber security
technological developments
economic conditions in North America as well as globally.

You can read more about these factors and others in reports we have filed with Canadian securities regulators and the SEC, including the MD&A in our 2013 Annual Report.
 
You should not put undue reliance on forward-looking information and should not use future-oriented information or financial outlooks for anything other than their intended purpose. We do not update our forward-looking statements due to new information or future events, unless we are required to by law.
 
FOR MORE INFORMATION
You can find more information about TransCanada in our annual information form and other disclosure documents, which are available on SEDAR (www.sedar.com).
 
NON-GAAP MEASURES
We use the following non-GAAP measures:
EBITDA
EBIT
funds generated from operations
comparable earnings
comparable earnings per common share
comparable EBITDA
comparable EBIT
comparable depreciation and amortization
comparable interest expense
comparable interest income and other
comparable income tax expense.
 
These measures do not have any standardized meaning as prescribed by U.S. GAAP and therefore may not be comparable to similar measures presented by other entities.
 
EBITDA and EBIT
We use EBITDA as an approximate measure of our pre-tax operating cash flow. It measures our earnings before deducting financial charges, income tax, depreciation and amortization, net income attributable to non-controlling interests and preferred share dividends, and includes income from equity investments. EBIT measures our earnings from ongoing operations and is a useful measure of our performance and an effective tool for evaluating trends in each segment as it is equivalent to our segmented earnings. It is calculated in the same way as EBITDA, less depreciation and amortization.
 
Funds generated from operations
Funds generated from operations includes net cash provided by operations before changes in operating working capital. We believe it is a useful measure of our consolidated operating cash flow because it does not include fluctuations from working capital balances, which do not necessarily reflect underlying operations in the same period and is used to provide a consistent measure of the cash generating performance of our assets. See Financial condition section for a reconciliation to net cash provided by operations.
 
Comparable measures
We calculate the 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. These comparable measures are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable.
 



TRANSCANADA [4
SECOND QUARTER 2014

Comparable measure
Original measure
 
 
comparable earnings
net income attributable to common shares
comparable earnings per common share
net income per common share
comparable EBITDA
EBITDA
comparable EBIT
EBIT
comparable depreciation and amortization
depreciation and amortization
comparable interest expense
interest expense
comparable interest income and other
interest income and other
comparable income tax expense
income tax expense
 
Our decision not to include a specific item is subjective and made after careful consideration. Specific items may include:
certain fair value adjustments relating to risk management activities
income tax refunds and adjustments
gains or losses on sales of assets
legal, contractual and bankruptcy settlements
impact of regulatory or arbitration decisions relating to prior year earnings
write-downs of assets and investments.

We calculate comparable earnings by excluding the unrealized gains and losses from changes in the fair value of certain derivatives used to reduce our exposure to certain financial and commodity price risks. These derivatives 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.




TRANSCANADA [5
SECOND QUARTER 2014

Consolidated results - second quarter 2014
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $, except per share amounts)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Natural gas pipelines
 
496

 
399

 
1,082

 
947

Liquids pipelines1
 
195

 
149

 
387

 
291

Energy
 
216

 
243

 
473

 
442

Corporate
 
(27
)
 
(22
)
 
(70
)
 
(59
)
Total segmented earnings
 
880


769


1,872


1,621

Interest expense
 
(297
)
 
(252
)
 
(571
)
 
(510
)
Interest income and other
 
54

 
(11
)
 
46

 
2

Income before income taxes
 
637


506


1,347


1,113

Income tax expense
 
(165
)
 
(98
)
 
(386
)
 
(213
)
Net income
 
472


408


961


900

Net income attributable to non-controlling interests
 
(31
)
 
(23
)
 
(85
)
 
(54
)
Net income attributable to controlling interests
 
441


385


876


846

Preferred share dividends
 
(25
)
 
(20
)
 
(48
)
 
(35
)
Net income attributable to common shares
 
416


365


828


811

 
 
 
 
 
 
 
 
 
Net income per common share - basic and diluted
 
$0.59
 
$0.52
 
$1.17
 
$1.15

1
Previously Oil Pipelines.

Net income attributable to common shares increased by $51 million for the three months ended June 30, 2014 compared to the same period in 2013. Second quarter 2014 results included:
a gain on sale of Cancarb Limited and its related power generation business of $99 million after tax
a net loss resulting from the termination of a contract with Niska Gas Storage of $31 million after tax.

Second quarter 2013 results included a $25 million favourable income tax adjustment due to the enactment of Canadian Federal tax legislation relating to Part VI.I tax in June 2013.

Net income attributable to common shares increased by $17 million for the six months ended June 30, 2014 compared to the same period in 2013. The 2014 results included:
a gain on sale of Cancarb Limited and its related power generation business of $99 million after tax
a net loss resulting from a termination payment to Niska Gas Storage for contract restructuring of $31 million after tax.

The results for the first six months of 2013 included $84 million of Canadian Mainline net income related to 2012 from the NEB decision (RH-003-2011) as well as a $25 million favourable income tax adjustment due to the enactment of Canadian Federal tax legislation relating to Part VI.I tax in June 2013.

The items discussed above are excluded from comparable earnings for the relevant periods. Certain unrealized fair value adjustments relating to risk management activities are also excluded from comparable earnings. The remainder of net income is equivalent to comparable earnings. A reconciliation of net income attributable to common shares to comparable earnings is shown in the following table.



TRANSCANADA [6
SECOND QUARTER 2014

RECONCILIATION OF NET INCOME TO COMPARABLE EARNINGS
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $, except per share amounts)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Net income attributable to common shares
 
416

 
365

 
828

 
811

Specific items (net of tax):
 
 
 
 
 
 
 
 
Energy - Cancarb gain on sale
 
(99
)
 

 
(99
)
 

Energy - Niska contract termination
 
31

 

 
31

 

Risk management activities1
 
(16
)
 
17

 
(6
)
 
25

Natural gas pipelines - NEB decision - 2012
 

 

 

 
(84
)
Part VI.I income tax adjustment
 

 
(25
)
 

 
(25
)
Comparable earnings
 
332

 
357

 
754

 
727

 
 
 
 
 
 
 
 
 
Net income per common share
 
$0.59
 
$0.52
 
$1.17
 
$1.15
Specific items (net of tax):
 
 
 
 
 
 
 
 
Energy - Cancarb gain on sale
 
(0.14
)
 

 
(0.14
)
 

Energy - Niska contract termination
 
0.04

 

 
0.04

 

Risk management activities1
 
(0.02
)
 
0.03

 

 
0.04

Natural gas pipeline - NEB decision - 2012
 

 

 

 
(0.12
)
Part VI.I income tax adjustment
 

 
(0.04
)
 

 
(0.04
)
Comparable earnings per share
 
$0.47
 
$0.51
 
$1.07
 
$1.03
1
 
Risk management activities
 
three months ended
June 30
 
six months ended
June 30
 
 
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
 
 
 
 
Canadian Power
 
(2
)
 
(4
)
 
(2
)
 
(6
)
 
 
U.S. Power
 
(9
)
 
(18
)
 
(11
)
 
(17
)
 
 
Natural gas Storage
 
6

 
4

 
(3
)
 
1

 
 
Foreign exchange
 
25

 
(9
)
 
23

 
(15
)
 
 
Income tax attributable to risk management activities
 
(4
)
 
10

 
(1
)
 
12

 
 
Total gains/(losses) from risk management activities
 
16

 
(17
)
 
6

 
(25
)

Comparable earnings decreased by $25 million for the three months ended June 30, 2014 compared to the same period in 2013, a decrease of $0.04 per share.
 
This was primarily the net effect of the following:
incremental earnings from the Gulf Coast extension of the Keystone Pipeline System
lower earnings from Western Power as a result of lower realized power prices
lower equity income from Bruce Power mainly due to increased planned and unplanned outage days at Bruce A, partially offset by fewer outage days at Bruce B
higher earnings from Mexico pipelines resulting from contract revenues recognized from the Tamazunchale Extension.

Comparable earnings increased by $27 million for the six months ended June 30, 2014 compared to the same period in 2013, an increase of $0.04 per share.

This was primarily the net effect of:
incremental earnings from the Gulf Coast extension of the Keystone Pipeline System
lower earnings from Western Power as a result of lower realized power prices
higher earnings from U.S. Power mainly because of higher realized capacity and power prices
higher earnings from Mexico pipelines resulting from contract revenues recognized from the Tamazunchale Extension
higher earnings from U.S. natural gas pipelines due to higher transportation revenues at Great Lakes and higher contributions from TC PipeLines, LP reflecting colder winter weather and increased demand.

The stronger U.S. dollar this quarter compared to the same period in 2013 positively impacted the results in our U.S. businesses, which were mostly offset by a corresponding increase in interest expense on U.S. dollar-denominated debt as well as realized losses on foreign exchange hedges used to manage our net exposure through our hedging program.




TRANSCANADA [7
SECOND QUARTER 2014

CAPITAL PROGRAM
We are developing quality projects under our long-term capital program. These long-life infrastructure assets are supported by long-term commercial arrangements with creditworthy counterparties or regulated business models and are expected to generate significant growth in earnings and cashflow.

Our capital program is comprised of $12 billion of small to medium-sized projects and $26 billion of large scale projects. Amounts presented exclude the impact of foreign exchange and capitalized interest.
at June 30, 2014
 
Expected
 
Estimated

 
 
(unaudited - billions of $)
Segment
In-Service Date
 
Project Cost

 
Amount Spent

 
 
 
 
 
 
 
Small to medium-sized projects
 
 
 
 
 
 
Tamazunchale Extension1
Natural Gas Pipelines
2014
 
US 0.6

 
US 0.5

Ontario Solar
Energy
2014-2015
 
0.5

 
0.2

Houston Lateral and Terminal
Liquids Pipelines
2015
 
US 0.4

 
US 0.3

Heartland and TC Terminals
Liquids Pipelines
2016
 
0.9

 
0.1

Keystone Hardisty Terminal
Liquids Pipelines
Approximately 2 years
from date Keystone XL permit received
 
0.3

 
0.1

Topolobampo
Natural Gas Pipelines
2016
 
US 1.0

 
US 0.5

Mazatlan
Natural Gas Pipelines
2016
 
US 0.4

 
US 0.1

Grand Rapids2
Liquids Pipelines
2015-2017
 
1.5

 
0.1

Northern Courier
Liquids Pipelines
2017
 
0.8

 
0.1

NGTL System - North Montney
Natural Gas Pipelines
2016-2017
 
1.7

 
0.1

- Merrick
Natural Gas Pipelines
2020
 
1.9

 

- Other
Natural Gas Pipelines
2014-2016
 
0.5

 
0.2

Napanee
Energy
2017 or 2018
 
1.0

 

 
 
 
 
11.5

 
2.3

Large scale projects3
 
 
 
 
 
 
Keystone XL4
Liquids Pipelines
Approximately 2 years
from date permit received
 
US 5.4

 
US 2.4

Energy East5
Liquids Pipelines
2018
 
12.0

 
0.3

Prince Rupert Gas Transmission
Natural Gas Pipelines
2018
 
5.0

 
0.2

Coastal GasLink
Natural Gas Pipelines
2018+
 
4.0

 
0.2

 
 
 
 
26.4

 
3.1

 
 
 
 
37.9

 
5.4

1
A force majeure has delayed completion of construction, however, revenue has been recorded in second quarter 2014 as per the terms of the Transportation Service Agreement.
2
Represents our 50 per cent share.
3
Subject to cost adjustments due to market conditions, route refinement, permitting conditions and scheduling.
4
Estimated project cost will increase depending on the timing of the Presidential permit.
5
Excludes transfer of Canadian Mainline natural gas assets.

Outlook

The earnings outlook previously included in the 2013 Annual Report is expected to be impacted by:
the gain on sale of Cancarb Limited and its related power generation facility
the termination payment to Niksa Gas Storage for the contract restructuring
increased outage days at Bruce A.

See the MD&A in our 2013 Annual Report for further information about our outlook.



TRANSCANADA [8
SECOND QUARTER 2014

Natural Gas Pipelines
 
The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the equivalent GAAP measure).
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Comparable EBITDA
 
759

 
644

 
1,607

 
1,390

Comparable depreciation and amortization1
 
(263
)
 
(245
)
 
(525
)
 
(485
)
Comparable EBIT
 
496

 
399

 
1,082

 
905

Specific item:
 
 
 
 
 
 
 
 
NEB decision - 2012
 

 

 

 
42

Segmented earnings
 
496

 
399

 
1,082

 
947


1
In 2014, comparable depreciation and amortization is equivalent to the GAAP measure, depreciation and amortization. In 2013, comparable depreciation is adjusted by $13 million relating to the impact from the NEB decision (RH-003-2011).

Our Natural Gas Pipelines segmented earnings increased by $97 million for the three months ended June 30, 2014 and by $135 million for the six months ended June 30, 2014 compared to the same periods in 2013. Natural gas segmented earnings for the six months ended June 30, 2013 included $42 million related to the 2012 impact of the NEB decision (RH-003-2011). This amount has been excluded in our calculation of comparable EBIT. The remainder of the Natural Gas Pipelines segmented earnings are equivalent to comparable EBIT and comparable EBITDA and are discussed below.
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Canadian Pipelines
 
 
 
 
 
 
 
 
Canadian Mainline
 
312

 
263

 
627

 
543

NGTL System
 
205

 
193

 
424

 
375

Foothills
 
27

 
28

 
54

 
57

Other Canadian pipelines (TQM1, Ventures LP)
 
5

 
7

 
10

 
13

Canadian Pipelines - comparable EBITDA
 
549

 
491

 
1,115

 
988

Comparable depreciation and amortization
 
(204
)
 
(190
)
 
(407
)
 
(374
)
Canadian Pipelines - comparable EBIT
 
345

 
301

 
708

 
614

 
 
 
 
 
 
 
 
 
U.S. and International Pipelines (US$)
 
 

 
 

 
 

 
 

ANR
 
33

 
32

 
111

 
122

TC PipeLines, LP1,2
 
21

 
13

 
47

 
30

Great Lakes3
 
9

 
8

 
28

 
18

Other U.S. pipelines (Bison4, Iroquois1, GTN4, Portland5)
 
29

 
49

 
74

 
120

Mexico (Guadalajara, Tamazunchale)
 
49

 
26

 
74

 
52

International and other6
 
(1
)
 
(4
)
 
(2
)
 
(6
)
Non-controlling interests7
 
54

 
31

 
127

 
74

U.S. and International Pipelines - comparable EBITDA
 
194

 
155

 
459

 
410

Comparable depreciation and amortization
 
(54
)
 
(54
)
 
(108
)
 
(109
)
U.S. and International Pipelines - comparable EBIT
 
140

 
101

 
351

 
301

Foreign exchange impact
 
13

 
2

 
34

 
4

U.S. and International Pipelines - comparable EBIT (Cdn$)
 
153

 
103

 
385

 
305

Business Development comparable EBITDA and EBIT
 
(2
)
 
(5
)
 
(11
)
 
(14
)
Natural Gas Pipelines - comparable EBIT
 
496

 
399

 
1,082

 
905


1
Results from TQM, Northern Border, Iroquois, TransGas and Gas Pacifico/INNERGY reflect our share of equity income from these investments.



TRANSCANADA [9
SECOND QUARTER 2014

2
Effective May 22, 2013, our ownership interest in TC PipeLines, LP decreased from 33.3 per cent to 28.9 per cent. On July 1, 2013, we sold 45 per cent of GTN and Bison to TC PipeLines, LP. The following shows our ownership interest in TC PipeLines, LP and our effective ownership of GTN, Bison, and Great Lakes through our ownership interest in TC PipeLines, LP for the periods presented.
 
 
Ownership percentage as of
 
 
July 1, 2013
 
May 22, 2013
 
January 1, 2013
 
 
 
 
 
 
 
TC PipeLines, LP
 
28.9
 
28.9
 
33.3
Effective ownership through TC PipeLines, LP:
 
 
 
 
 
 
  GTN/Bison
 
20.2
 
7.2
 
8.3
  Great Lakes
 
13.4
 
13.4
 
15.5

3
Represents our 53.6 per cent direct ownership interest.
4
Effective July 1, 2013, represents our 30 per cent direct ownership interest. Prior to July 1, 2013, our direct ownership interest was 75 per cent.
5
Represents our 61.7 per cent ownership interest.
6
Includes our share of the equity income from Gas Pacifico/INNERGY and TransGas as well as general and administration costs relating to our U.S. and International pipelines.
7
Comparable EBITDA for the portions of TC PipeLines, LP and Portland we do not own.

CANADIAN PIPELINES
Net income and comparable EBITDA for our rate-regulated Canadian Pipelines are affected by our approved ROE, our investment base, the level of deemed common equity and incentive earnings. Changes in depreciation, financial charges and taxes also impact comparable EBITDA and comparable EBIT but do not impact net income as they are recovered in revenue on a flow-through basis.

NET INCOME - WHOLLY OWNED CANADIAN PIPELINES
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Canadian Mainline - net income
 
58

 
67

 
124

 
218

Canadian Mainline - comparable earnings
 
58

 
67

 
124

 
134

NGTL System
 
58

 
58

 
121

 
114

Foothills
 
4

 
5

 
8

 
9

 
Canadian Mainline’s net income decreased by $9 million and $94 million for the three and six months ended June 30, 2014 compared to the same periods in 2013 as net income in first quarter 2013 included $84 million related to the 2012 impact of the NEB decision (RH-003-2011), which was excluded from comparable earnings. Comparable earnings in both years reflect an ROE of 11.50 per cent on deemed common equity of 40 per cent and have decreased by $9 million and $10 million for the three and six months ended June 30, 2014 compared to the same periods in 2013 because of a lower average investment base as well as carrying charges owed to shippers on the Tolls Stabilization Account.

Net income for the NGTL System was unchanged for the three months ended June 30, 2014 and increased by $7 million for the six months ended June 30, 2014 compared to the same periods in 2013. A higher average investment base as well as an increase in the ROE had a positive impact on earnings. These increases were partially offset by increased OM&A costs at risk under the terms of the 2013-2014 NGTL Settlement approved by the NEB in November 2013. The Settlement included an ROE of 10.10 per cent on deemed common equity of 40 per cent and included annual fixed amounts for certain OM&A costs. Results for the three and six months ended June 30, 2013 reflect the previously approved ROE of 9.70 per cent on deemed common equity of 40 per cent.

U.S. AND INTERNATIONAL PIPELINES
Earnings for our U.S. natural gas pipelines operations are generally affected by contracted volume levels, volumes delivered and the rates charged, as well as by the cost of providing services, including OM&A and property taxes. ANR is also affected by the contracting and pricing of its storage capacity and incidental commodity sales.
 
Comparable EBITDA for the U.S. and international pipelines increased by US$39 million and US$49 million for the three and six months ended June 30, 2014 compared to the same periods in 2013. This was the net effect of:
contract revenues recognized from the Tamazunchale Extension in the three months ended June 30, 2014. The Tamazunchale Extension project has experienced delays in completing the construction due to archeological findings along the pipeline route. The CFE agreed that, under the terms of the TSA, these delays constitute force majeure and, as a result, collection and recognition of revenue commenced on March 9, 2014.
higher transportation revenues at Great Lakes and higher contributions from TC PipeLines, LP reflecting colder winter weather and increased demand
higher OM&A costs at ANR as well as lower storage revenues in first quarter 2014.




TRANSCANADA [10
SECOND QUARTER 2014

A stronger U.S. dollar had a positive impact on the Canadian dollar equivalent comparable earnings from our U.S. operations.

COMPARABLE DEPRECIATION AND AMORTIZATION
Comparable depreciation and amortization increased by $18 million and $40 million for the three and six months ended June 30, 2014 compared to the same periods in 2013, mainly because of a higher investment base and higher depreciation rates on the NGTL System.

OPERATING STATISTICS - WHOLLY OWNED PIPELINES
six months ended June 30
 
Canadian Mainline1
 
NGTL System2
 
ANR3
(unaudited)
 
2014

 
2013

 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
 
 
 
 
Average investment base (millions of $)
 
5,667

 
5,871

 
6,179

 
5,882

 
n/a

 
n/a

Delivery volumes (Bcf)
 
 

 
 

 
 

 
 

 
 

 
 

Total
 
842

 
704

 
1,996

 
1,832

 
863

 
823

Average per day
 
4.7

 
3.9

 
11.0

 
10.1

 
4.8

 
4.6

 
1
Canadian Mainline’s throughput volumes represent physical deliveries to domestic and export markets. Physical receipts originating at the Alberta border and in Saskatchewan for the six months ended June 30, 2014 were 599 Bcf (2013397 Bcf). Average per day was 3.3 Bcf (20132.2 Bcf).
2
Field receipt volumes for the NGTL System for the six months ended June 30, 2014 were 1,879 Bcf (20131,840 Bcf). Average per day was 10.4 Bcf (201310.2 Bcf).
3
Under its current rates, which are approved by the FERC, changes in average investment base do not affect results.




TRANSCANADA [11
SECOND QUARTER 2014

Liquids Pipelines1 
 
The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the equivalent GAAP measure).
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Comparable EBITDA
 
249

 
186

 
490

 
365

Comparable depreciation and amortization2
 
(54
)
 
(37
)
 
(103
)
 
(74
)
Comparable EBIT
 
195

 
149

 
387

 
291

Specific items
 

 

 

 

Segmented earnings
 
195

 
149

 
387

 
291


1
Previously Oil Pipelines. 
2
Comparable depreciation and amortization is equivalent to the GAAP measure, depreciation and amortization.

Liquids Pipelines segmented earnings increased by $46 million for the three months ended June 30, 2014 and increased by $96 million for the six months ended June 30, 2014 compared to the same periods in 2013. Liquids Pipelines segmented earnings are equivalent to comparable EBIT and comparable EBITDA and are discussed below.
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Keystone Pipeline System
 
256

 
187

 
504

 
373

Liquids Pipelines Business Development
 
(7
)
 
(1
)
 
(14
)
 
(8
)
Liquids Pipelines - comparable EBITDA
 
249


186


490


365

Comparable depreciation and amortization
 
(54
)
 
(37
)
 
(103
)
 
(74
)
Liquids Pipelines - comparable EBIT
 
195


149


387


291

 
 
 
 
 
 
 
 
 
Comparable EBIT denominated as follows:
 
 
 
 

 
 

 
 

Canadian dollars
 
50

 
52

 
99

 
99

U.S. dollars
 
133

 
95

 
262

 
189

Foreign exchange impact
 
12

 
2

 
26

 
3

 
 
195


149


387


291


Comparable EBITDA from our Keystone Pipeline System is generated primarily by providing pipeline capacity to shippers for fixed monthly payments that are not linked to actual throughput volumes. Uncontracted capacity is offered to the market on a spot basis and provides opportunities to generate incremental earnings.

Comparable EBITDA for the Keystone Pipeline System increased by $69 million for the three months ended June 30, 2014 and increased by $131 million for the six months ended June 30, 2014 compared to the same periods in 2013. These increases were primarily due to:
incremental earnings from the Gulf Coast extension which was placed in service in January 2014
a stronger U.S. dollar had a positive impact on the Canadian dollar equivalent comparable earnings from our U.S. operations.

BUSINESS DEVELOPMENT
Business development expenses for the three and six months ended June 30, 2014 were $6 million higher than the same periods in 2013 primarily due to lower capitalization of business development costs in 2014.

COMPARABLE DEPRECIATION AND AMORTIZATION
Comparable depreciation and amortization increased by $17 million for the three months ended June 30, 2014 and by $29 million for the six months ended June 30, 2014 compared to the same periods in 2013 due to the Gulf Coast extension being placed in service.



TRANSCANADA [12
SECOND QUARTER 2014

Energy
 
The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the equivalent GAAP measure).
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Comparable EBITDA
 
231

 
330

 
576

 
607

Comparable depreciation and amortization1
 
(77
)
 
(69
)
 
(154
)
 
(143
)
Comparable EBIT
 
154

 
261

 
422

 
464

Specific items (pre-tax):
 
 
 
 
 
 
 
 
Cancarb gain on sale
 
108

 

 
108

 

Niska contract termination
 
(41
)
 

 
(41
)
 

Risk management activities
 
(5
)
 
(18
)
 
(16
)
 
(22
)
Segmented earnings
 
216

 
243

 
473

 
442


1
Comparable depreciation and amortization is equivalent to the GAAP measure, depreciation and amortization.

Our Energy segmented earnings decreased by $27 million for the three months ended June 30, 2014 and increased by $31 million for the six months ended June 30, 2014 compared to the same periods in 2013.

Energy segmented earnings included the following specific items for the three and six months ended June 30, 2014:
a gain of $108 million ($99 million after tax) on the sale of Cancarb Limited and its related power generation business, which closed on April 15, 2014
a net loss resulting from the contract termination payment to Niska Gas Storage of $41 million ($31 million after-tax) effective April 30, 2014
unrealized gains and losses from changes in the fair value of certain derivatives used to reduce our exposure to certain commodity price risks as follows:
Risk management activities
 
three months ended
June 30
 
six months ended
June 30
(unaudited - millions of $, pre-tax)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Canadian Power
 
(2
)
 
(4
)
 
(2
)
 
(6
)
U.S. Power
 
(9
)
 
(18
)
 
(11
)
 
(17
)
Natural Gas Storage
 
6

 
4

 
(3
)
 
1

Total losses from risk management activities
 
(5
)
 
(18
)
 
(16
)
 
(22
)



TRANSCANADA [13
SECOND QUARTER 2014

The remainder of the Energy segmented earnings are equivalent to comparable EBITDA and comparable EBIT and are discussed below.
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Canadian Power
 
 
 
 
 
 
 
 
Western Power
 
46

 
117

 
118

 
191

Eastern Power1
 
70

 
69

 
163

 
159

Bruce Power
 
24

 
59

 
88

 
90

Canadian Power - comparable EBITDA2
 
140

 
245

 
369

 
440

Comparable depreciation and amortization
 
(45
)
 
(43
)
 
(89
)
 
(86
)
Canadian Power - comparable EBIT2
 
95

 
202

 
280

 
354

U.S. Power (US$)
 
 

 
 

 
 

 
 

U.S. Power - comparable EBITDA
 
88

 
80

 
174

 
147

Comparable depreciation and amortization
 
(27
)
 
(23
)
 
(54
)
 
(51
)
U.S. Power - comparable EBIT
 
61

 
57

 
120

 
96

Foreign exchange impact
 
6

 
1

 
11

 
2

U.S. Power - comparable EBIT (Cdn$)
 
67

 
58

 
131

 
98

Natural Gas Storage and other
 
 

 
 

 
 

 
 

Natural Gas Storage and other - comparable EBITDA
 
2

 
9

 
29

 
27

Comparable depreciation and amortization
 
(3
)
 
(2
)
 
(6
)
 
(5
)
Natural Gas Storage and other - comparable EBIT
 
(1
)
 
7

 
23

 
22

Business Development comparable EBITDA and EBIT
 
(7
)
 
(6
)
 
(12
)
 
(10
)
Energy - comparable EBIT2
 
154

 
261

 
422

 
464


1
Includes four Ontario solar facilities acquired between June and December 2013.
2
Includes our share of equity income from our investments in ASTC Power Partnership, Portlands Energy and Bruce Power.
 
Comparable EBITDA for Energy decreased by $99 million for the three months ended June 30, 2014 compared to the same period in 2013. The decrease was the net effect of:
lower earnings from Western Power as a result of lower realized power prices
lower equity income from Bruce Power mainly due to increased planned and unplanned outage days at Bruce A, partially offset by fewer outage days at Bruce B
higher earnings from U.S. Power mainly because of higher realized capacity prices
lower earnings from Natural Gas Storage due to lower realized natural gas storage spreads.

Comparable EBITDA for Energy decreased by $31 million for the six months ended June 30, 2014 compared to the same period in 2013. The decrease was the net effect of:
lower earnings from Western Power as a result of lower realized power prices
higher earnings from U.S. Power mainly because of higher realized capacity and power prices
higher earnings from Eastern Power due to the incremental earnings from the Ontario solar facilities acquired in 2013.

A stronger U.S. dollar had a positive impact on the Canadian dollar equivalent comparable earnings from our U.S. operations.




TRANSCANADA [14
SECOND QUARTER 2014

CANADIAN POWER

Western and Eastern Power
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
Western Power
 
160

 
157

 
341

 
297

Eastern Power1
 
88

 
91

 
230

 
200

Other2
 
6

 
22

 
57

 
53

 
 
254

 
270

 
628

 
550

Income from equity investments3
 
8

 
66

 
28

 
88

Commodity purchases resold
 
(90
)
 
(83
)
 
(191
)
 
(150
)
Plant operating costs and other
 
(58
)
 
(71
)
 
(186
)
 
(144
)
Exclude risk management activities
 
2

 
4

 
2

 
6

Comparable EBITDA
 
116

 
186

 
281

 
350

Comparable depreciation and amortization
 
(45
)
 
(43
)
 
(89
)
 
(86
)
Comparable EBIT
 
71

 
143

 
192

 
264

 
 
 
 
 
 
 
 
 
Breakdown of comparable EBITDA
 
 
 
 
 
 
 
 
Western Power
 
46

 
117

 
118

 
191

Eastern Power
 
70

 
69

 
163

 
159

Comparable EBITDA
 
116

 
186

 
281

 
350


1
Includes four Ontario solar facilities acquired between June and December 2013.
2
Includes sale of excess natural gas purchased for generation and Cancarb sales of thermal carbon black. Sale of Cancarb closed April 15, 2014.
3
Includes our share of equity income from our investments in ASTC Power Partnership, which holds the Sundance B PPA, and Portlands Energy.

Sales volumes and plant availability
Includes our share of volumes from our equity investments.
 
 
three months ended June 30
 
six months ended June 30
(unaudited)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Sales volumes (GWh)
 
 
 
 
 
 
 
 
Supply
 
 
 
 
 
 
 
 
Generation
 
 
 
 
 
 
 
 
Western Power
 
611

 
687

 
1,220

 
1,357

Eastern Power1
 
596

 
750

 
1,873

 
2,096

Purchased
 
 
 
 
 
 

 
 
Sundance A & B and Sheerness PPAs2
 
2,598

 
1,788

 
5,398

 
3,495

Other purchases
 
2

 

 
7

 

 
 
3,807

 
3,225

 
8,498

 
6,948

Sales
 
 

 
 
 
 

 
 
Contracted
 
 

 
 
 
 

 
 
Western Power
 
2,434

 
1,939

 
4,895

 
3,646

Eastern Power1
 
596

 
750

 
1,873

 
2,096

Spot
 
 

 
 
 
 

 
 
Western Power
 
777

 
536

 
1,730

 
1,206

 
 
3,807

 
3,225

 
8,498

 
6,948

Plant availability3
 
 

 
 
 
 

 
 
Western Power4
 
94
%
 
92
%
 
95
%
 
94
%
Eastern Power1,5
 
73
%
 
80
%
 
86
%
 
88
%
1
Includes four Ontario solar facilities acquired between June and December 2013.
2
Sundance A Unit 1 returned to service in September 2013 and Unit 2 returned to service in October 2013.
3
The percentage of time the plant was available to generate power, regardless of whether it was running.
4
Does not include facilities that provide power to TransCanada under PPAs.
5
Does not include Bécancour because power generation has been suspended since 2008.



TRANSCANADA [15
SECOND QUARTER 2014


Western Power
Western Power’s comparable EBITDA decreased by $71 million and $73 million for the three and six months ended June 30, 2014 compared to the same periods in 2013 due to the net effect of:
lower realized power prices
incremental earnings from the return to service of the Sundance A PPA Unit 1 in September 2013 and Unit 2 in October 2013 which also resulted in increased volume purchases and sales.

Average spot market power prices in Alberta decreased by 66 per cent from $123/MWh to $42/MWh for the three months ended June 30, 2014 and 45 per cent from $94/MWh to $52/MWh for the six months ended June 30, 2014, compared to the same periods in 2013. Strong coal fleet availability and new wind capacity have resulted in significantly lower prices in spite of strong growth in Alberta power demand. Realized power prices on power sales can be higher or lower than spot market power prices in any given period as a result of contracting activities.

Seventy-six per cent of Western Power sales volumes were sold under contract in second quarter 2014 and 78 per cent in second quarter 2013.
 
Eastern Power
Eastern Power’s comparable EBITDA increased by $1 million and $4 million for the three and six months ended June 30, 2014 compared to the same period in 2013 mainly due to the incremental earnings from the four Ontario solar facilities acquired in 2013.

Lower plant availability in Eastern Power in second quarter 2014 was the result of lower availability at Halton Hills because of a maintenance outage.

BRUCE POWER
Our proportionate share
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $, unless noted otherwise)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Income/(loss) from equity investments1
 
 
 
 
 
 
 
 
Bruce A
 
(2
)
 
51

 
47

 
87

Bruce B
 
26

 
8

 
41

 
3

 
 
24

 
59

 
88

 
90

Comprised of:
 
 

 
 
 
 

 
 
Revenues
 
265

 
306

 
565

 
593

Operating expenses
 
(164
)
 
(172
)
 
(321
)
 
(344
)
Depreciation and other
 
(77
)
 
(75
)
 
(156
)
 
(159
)
 
 
24

 
59

 
88

 
90

Bruce Power - Other information
 
 

 
 
 
 

 
 
Plant availability2
 
 

 
 
 
 

 
 
Bruce A
 
64
%
 
88
%
 
72
%
 
77
%
Bruce B
 
93
%
 
80
%
 
89
%
 
79
%
Combined Bruce Power
 
79
%
 
84
%
 
82
%
 
78
%
Planned outage days
 
 

 
 
 
 

 
 
Bruce A
 
84

 
33

 
84

 
123

Bruce B
 
25

 
70

 
74

 
140

Unplanned outage days
 
 

 
 
 
 

 
 

Bruce A
 
45

 

 
105

 
8

Bruce B
 

 
3

 

 
12

Sales volumes (GWh)1
 
 

 
 
 
 

 
 
Bruce A
 
2,037

 
2,464

 
4,564

 
4,561

Bruce B
 
2,048

 
1,726

 
3,972

 
3,460

 
 
4,085

 
4,190

 
8,536

 
8,021

Realized sales price per MWh3
 
 

 
 
 
 

 
 
Bruce A
 

$72

 

$71

 

$71

 

$70

Bruce B
 

$55

 

$54

 

$55

 

$53

Combined Bruce Power
 

$62

 

$63

 

$62

 

$61





TRANSCANADA [16
SECOND QUARTER 2014

1
Represents our 48.9 per cent ownership interest in Bruce A and 31.6 per cent ownership interest in Bruce B. Sales volumes exclude deemed generation.
2
The percentage of time the plant was available to generate power, regardless of whether it was running.
3
Calculated based on actual and deemed generation. Bruce B realized sales prices per MWh includes revenues under the floor price mechanism and revenues from contract settlements.

Equity income from Bruce A decreased by $53 million and $40 million for the three and six months ended June 30, 2014 compared to the same periods in 2013. The decrease was mainly due to:
lower earnings from Unit 3 due to a planned outage which began in April 2014
lower volumes due to increased unplanned outage days, primarily on Units 1 and 2.

These decreases were partially offset by higher earnings from Unit 4 following the completion of the planned life extension outage which began in third quarter 2012 and was completed in April 2013.

Equity income from Bruce B increased by $18 million for the three months ended June 30, 2014 and $38 million for the six months ended June 30, 2014 compared to the same periods in 2013. These increases were mainly due to higher volumes and lower operating costs resulting from fewer planned and unplanned outage days.

Under the contract with the OPA, all of the output from Bruce A Units 1 to 4 is sold at a fixed price per MWh. The fixed price is adjusted annually on April 1 for inflation and other provisions under the OPA contract. Bruce A also recovers fuel costs from the OPA.
Bruce A fixed price
per MWh
 
 
April 1, 2014 - March 31, 2015
$71.70
April 1, 2013 - March 31, 2014
$70.99
April 1, 2012 - March 31, 2013
$68.23
 
Under the same contract, all output from Bruce B Units 5 to 8 is subject to a floor price adjusted annually for inflation on April 1.
Bruce B floor price
per MWh
 
 
April 1, 2014 - March 31, 2015
$52.86
April 1, 2013 - March 31, 2014
$52.34
April 1, 2012 - March 31, 2013
$51.62
 
Amounts received under the Bruce B floor price mechanism within a calendar year are subject to repayment if the average spot price in a month exceeds the floor price. While the first quarter 2014 average spot price exceeded the floor price, spot prices have since fallen below the floor price and are expected to remain there for the remainder of 2014. As a result, Bruce B is expected to recognize annual revenues at the floor price and amounts equivalent to that received above it in first quarter 2014 are expected to be repaid to the OPA.
 
Bruce B also enters into fixed-price contracts under which it receives or pays the difference between the contract price and the spot price.
 
The overall plant availability percentage in 2014 is expected to be in the low 80s for Bruce A and high 80s for Bruce B. Planned maintenance on one of the Bruce B units is scheduled to occur in fourth quarter 2014.

U.S. POWER
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of US$)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
Power1
 
311

 
316

 
1,054

 
779

Capacity
 
96

 
77

 
166

 
124

 
 
407

 
393

 
1,220

 
903

Commodity purchases resold
 
(218
)
 
(197
)
 
(767
)
 
(503
)
Plant operating costs and other2
 
(109
)
 
(134
)
 
(289
)
 
(270
)
Exclude risk management activities
 
8

 
18

 
10

 
17

Comparable EBITDA
 
88

 
80

 
174

 
147

Comparable depreciation and amortization
 
(27
)
 
(23
)
 
(54
)
 
(51
)
Comparable EBIT
 
61

 
57

 
120

 
96





TRANSCANADA [17
SECOND QUARTER 2014

1
The realized and unrealized gains and losses from financial derivatives used to buy and sell power, natural gas and fuel oil to manage U.S. Power’s assets are presented on a net basis in power revenues.
2
Includes the cost of fuel consumed in generation.

Sales volumes and plant availability 
 
 
three months ended June 30
 
six months ended June 30
(unaudited)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Physical sales volumes (GWh)
 
 
 
 
 
 
 
 
Supply
 
 
 
 
 
 
 
 
Generation
 
2,006

 
1,761

 
3,244

 
2,812

Purchased
 
1,865

 
1,878

 
4,694

 
4,357

 
 
3,871

 
3,639

 
7,938

 
7,169

 
 
 
 
 
 
 
 
 
Plant availability1
 
89
%
 
91
%
 
87
%
 
85
%

1
The percentage of time the plant was available to generate power, regardless of whether it was running.
 
U.S. Power’s comparable EBITDA increased US$8 million for the three months ended June 30, 2014 compared to the same period in 2013. The increase was the net effect of:
higher realized capacity prices in New York
higher generation at our hydro facilities
higher prices and related costs on volumes purchased to fulfill power sales commitments to wholesale, commercial and industrial customers.

U.S. Power’s comparable EBITDA increased US$27 million for the six months ended June 30, 2014 compared to the same period in 2013. The increase was the net effect of:
higher realized capacity prices in New York
higher realized power prices and higher generation in New England
higher realized power prices and higher generation in New York offset by higher plant operating costs due to higher fuel prices
higher prices and related costs on volumes purchased to fulfill power sales commitments to wholesale, commercial and industrial customers.

Wholesale electricity prices in New York and New England were higher for the six months ended June 30, 2014 compared to the same period in 2013 primarily due to significantly higher spot power prices in first quarter 2014. Colder winter temperatures and gas transmission constraints resulted in higher natural gas prices in the predominantly gas-fired New England and New York power markets in first quarter 2014 compared to the same period in 2013.

Average spot power prices for the three months ended June 30, 2014 in New England of $40/MWh were unchanged and in New York City spot power prices decreased 12 per cent to an average of $38/MWh compared to the same period in 2013. Average spot power prices for the six months ended June 30, 2014 in New England increased 45 per cent to $93/MWh and in New York City spot power prices increased 44 per cent to an average of $82/MWh compared to the same period in 2013.

Spot capacity prices in New York City were on average 26 and 46 per cent higher for the three and six months ended June 30, 2014 compared to the same periods in 2013. This, and the impact of hedging activities, resulted in higher realized capacity prices in New York. 
Physical sales volumes for the three and six months ended June 30, 2014 were higher than the same period in 2013. For the three months ended June 30, 2014, generation volumes at our Ravenswood and hydro facilities were higher than the same period in 2013. For the six months ended June 30, 2014, generation at our Ravenswood facility and purchased volumes sold to wholesale, commercial and industrial customers in our PJM markets were also higher than in the same period in 2013.
 
As at June 30, 2014, approximately 3,500 GWh or 60 per cent of U.S. Power’s planned generation is contracted for the remainder of 2014, and 3,100 GWh or 35 per cent for 2015. Planned generation fluctuates depending on hydrology, wind conditions, commodity prices and the resulting dispatch of the assets. Power sales fluctuate based on customer usage. 

NATURAL GAS STORAGE AND OTHER
Comparable EBITDA decreased $7 million for the three months ended June 30, 2014 and increased $2 million for six months ended June 30, 2014 compared to the same periods in 2013. The decrease in the three months ended June 30, 2014 was primarily due to decreased proprietary and third party storage revenues as a result of lower realized natural gas storage spreads. The increase in the six months ended June 30, 2014 was primarily due to increased proprietary storage revenues recognized in the first quarter as a result of higher realized natural gas storage spreads, partially offset by decreased third party storage revenues. The seasonal nature of natural gas storage generally results in higher revenues in the winter season.



TRANSCANADA [18
SECOND QUARTER 2014

Recent developments
 
NATURAL GAS PIPELINES
 
Canadian Regulated Pipelines

NGTL System
We continued to expand the NGTL System in second quarter 2014. Of the $400 million of facilities that received NEB approval, approximately $250 million have been placed in service as of June 30, 2014. In addition, we have approximately $1.9 billion in projects that have been applied for but are not yet approved by the NEB, mainly comprised of the $1.7 billion North Montney project further described below.

In March 2014, we received an NEB Safety Order in response to recent pipeline releases on the NGTL System. The order required us to reduce the maximum operating pressure on three per cent of NGTL's pipeline segments. On March 28, 2014, we filed a request for a review and variance of the Order that would minimize gas disruptions while still maintaining a high level of safety. In April 2014, the NEB granted the review and variance request with certain conditions. We are accelerating components of our integrity management program to address the NEB order.

Merrick Mainline Pipeline Project
On June 4, 2014, we announced the signing of agreements for approximately 1.9 Bcf/d of firm natural gas transportation services to underpin the development of a major extension of our NGTL System. 
The proposed Merrick Mainline Pipeline Project will transport natural gas sourced through the NGTL System to the inlet of a proposed Pacific Trail Pipeline that will terminate at the Kitimat LNG Terminal at Bish Cove near Kitimat, B.C. The proposed project will be an extension from the existing Groundbirch Mainline section of the NGTL System beginning near Dawson Creek, B.C. to its end point near the community of Summit Lake, B.C. The $1.9 billion project consists of approximately 260 km (161 miles) of 48-inch diameter pipe.  
We anticipate filing an application for approvals to build and operate the system with the NEB in fourth quarter 2014. Subject to the necessary approvals, including a positive final investment decision for the Kitimat LNG project, we expect the Merrick Mainline to be in service in first quarter 2020.
North Montney Mainline Project
The NEB issued a Hearing Order in February 2014 for the $1.7 billion North Montney Pipeline Project, which is an extension and expansion of the NGTL System to receive and transport natural gas from the North Montney area of B.C. The proposed project consists of approximately 300 km (186 miles) of pipeline and is expected to be placed in service in two sections, Aitken Creek in second quarter 2016 and Kahta in second quarter 2017.

On June 17, 2014, the NEB revised the procedural schedule which has resulted in the oral portion of the hearing being rescheduled to mid-October 2014 for the Calgary phase, and mid-November for the Fort St. John phase. We now anticipate an NEB decision on the application in first quarter 2015.

Canadian Mainline

LDC Settlement
In March 2014, the NEB responded to the LDC Settlement application we filed in December 2013. The NEB did not approve the application as a settlement but allowed us the option to continue with the application as a contested tolls application, amend the application or terminate the processing of the application. We amended the application with additional information. On May 9, 2014, the NEB released a Hearing Order that sets out a hearing process and schedule for the 2015 - 2030 Mainline Tolls application that incorporates the LDC Settlement, with the oral portion set to begin September 9, 2014.

Eastern Mainline Project
On May 8, 2014, we filed a project description with the NEB for the Eastern Mainline Project. The proposed project will add new facilities to our existing Canadian Mainline natural gas transmission system in southeastern Ontario as a result of the proposed transfer of a portion of the Canadian Mainline capacity to crude oil from natural gas service as part of our Energy East Pipeline and an open season that closed in January 2014. The proposed scope of the project will add 0.6 Bcf/day of new capacity and will ensure appropriate levels of capacity are available to meet the requirements of existing shippers as well as new firm service commitments contracted services in the Eastern Triangle segment of the Canadian Mainline. Subject to regulatory approvals, the project is expected to be in service in second quarter 2017.

U.S. Pipelines

ANR Pipeline
We have secured almost 2.0 Bcf/d of firm natural gas transportation commitments on the ANR Pipeline's Southeast Main Line at maximum rates for an average term of 23 years. Approximately 1.25 Bcf/d of new contracts will commence in late 2014 including volume commitments from the ANR Lebanon Lateral Reversal project, with the remaining volume commencing in 2015. These



TRANSCANADA [19
SECOND QUARTER 2014

contracts will enable growing Utica and Marcellus shale gas supply to move to both northern delivery points and southbound to the U.S. Gulf Coast. As a result, approximately US$100 million of capital investment will be required to bring this additional supply to market. We are also assessing further demand which could result in incremental opportunities to enhance and expand the ANR Pipeline system.

Mexican Pipelines

Tamazunchale Pipeline Extension Project
Construction of the US$600 million extension is currently expected to be completed by the end of September 2014 with delays attributed to archeological findings along the pipeline route. Under the terms of the Transportation Service Agreement, these delays are recognized as a force majeure with provisions allowing for collection of revenue as per the original service commencement of March 9, 2014.

LNG Pipeline Projects

Coastal GasLink
In first quarter 2014, we filed the Environmental Assessment Certificate application with the B.C. Environmental Assessment Office (EAO) and the B.C. Oil and Gas Commission application. We are currently updating field work along the pipeline route to support the regulatory applications and refine the capital cost estimates.

Prince Rupert Gas Transmission
The Environmental Assessment application submitted to the EAO in April 2014 was deemed complete by the EAO. The EAO initiated a 180-day review period which included a 45-day public comment period that was completed on July 10, 2014. A facilities application was also filed with the B.C. Oil and Gas Commission in April 2014. Regulatory approval for the pipeline is expected in fourth quarter 2014 and a final investment decision from Pacific Northwest LNG is expected to follow at the end of 2014.

Alaska
In April 2014, the State of Alaska passed new legislation that will transition from the Alaska Gasline Inducement Act (AGIA) and enable a new commercial arrangement to be established with us, the three major Alaska North Slope producers, and the Alaska Gasline Development Corp. It was also agreed that an LNG export project, rather than a pipeline to Alberta, is currently the best opportunity to commercialize Alaska North Slope gas resources in current market conditions.

On June 9, 2014, we executed an agreement with the State of Alaska to abandon the AGIA license and executed a Precedent Agreement where we will act as the transporter of the State's portion of natural gas under a long-term shipping contract in the Alaska LNG Project. On June 30, 2014, the Alaska LNG Project entered the pre-front end engineering and design (pre-FEED) phase following the execution of a Joint Venture Agreement among ourselves, the three major Alaska North Slope producers and Alaska Gasline Development Corp. The pre-FEED work is anticipated to take two years to complete with our share of the cost to be approximately US$100 million. The Precedent Agreement provides us with full recovery of development costs in the event the project does not proceed.

LIQUIDS PIPELINES

Keystone Pipeline System
We finished constructing the 780 km (485 mile) 36-inch pipeline of the Gulf Coast extension of the Keystone Pipeline System, from Cushing, Oklahoma to the U.S. Gulf Coast. Crude oil transportation service on the project began January 22, 2014.

Keystone XL
On January 31, 2014, the DOS released its Final Supplemental Environmental Impact Statement (FSEIS) for the Keystone XL project. The results included in the report were consistent with previous environmental reviews of Keystone XL. The FSEIS concluded Keystone XL is “unlikely to significantly impact the rate of extraction in the oil sands” and that all other alternatives to Keystone XL are less efficient methods of transporting crude oil, and would result in significantly more greenhouse gas emissions, oil spills and risks to public safety. The report initiated the National Interest Determination period that was to last up to 90 days which involves consultation with other governmental agencies and provides an opportunity for public comment. The 30 day public comment period has concluded. On April 18, 2014, the DOS announced that the National Interest Determination period has been extended indefinitely to allow them to consider the potential impact of the case discussed below on the Nebraska portion of the pipeline route.

In February 2014, a Nebraska district court ruled that the state Public Service Commission, rather than Governor Dave Heineman, has the authority to approve an alternative route through Nebraska for the Keystone XL project. Nebraska’s Attorney General has filed an appeal and the Nebraska Supreme Court is expected to hear the appeal in September 2014. As of June 30, 2014, we have invested US$2.4 billion in the Keystone XL project.




TRANSCANADA [20
SECOND QUARTER 2014

Cushing Marketlink
Construction continues on the Cushing Marketlink receipt facilities at Cushing, Oklahoma. Cushing Marketlink will facilitate the transportation of crude oil from the market hub at Cushing to the U.S. Gulf Coast refining market on facilities that form part of the Keystone Pipeline System. Construction is expected to be completed in third quarter 2014.

Energy East Pipeline
In March 2014, we filed the project description with the NEB. This is the first formal step in the regulatory process to receive the necessary approvals to build and operate the pipeline. The project is estimated to cost approximately $12 billion, excluding the transfer value of Canadian Mainline natural gas assets.
Subject to regulatory approvals, the pipeline is anticipated to commence deliveries to Québec in 2018, with service to New Brunswick to follow in late 2018. We continue to participate in Aboriginal and stakeholder engagement and associated field work as part of our initial design and planning. We intend to file the necessary regulatory applications in third quarter 2014 for approvals to construct and operate the pipeline project and terminal facilities.
Heartland Pipeline and TC Terminals
The Heartland Pipeline and TC Terminals will include a 200 km (125 miles) crude oil pipeline connecting the Edmonton/Heartland, Alberta market region to facilities in Hardisty, Alberta, and a terminal facility in the Heartland industrial area north of Edmonton, Alberta. In February 2014, the application for the terminal facility was approved by the Alberta Energy Regulator.
Northern Courier Pipeline
In October 2013, Suncor Energy announced that the Fort Hills Energy LP is proceeding with the Fort Hills oil sands mining project and expects to begin producing crude oil in 2017. Our Northern Courier Pipeline project will transport bitumen and diluent between the Fort Hills mine site and Suncor Energy’s terminal located north of Fort McMurray, Alberta.

On July 18, 2014, the Alberta Energy Regulator issued a permit approving our application to construct and operate the Northern Courier Pipeline. We currently expect construction to begin in third quarter 2014 and to be in service in 2017.

ENERGY

Cancarb Limited and Cancarb Waste Heat Facility
The sale of Cancarb Limited and its related power generation facility closed on April 15, 2014 for gross proceeds of $190 million. We recognized a gain of $99 million, net of tax, in second quarter 2014.

Natural Gas Storage
Effective April 30, 2014, we terminated a 38 Bcf long-term natural gas storage contract in Alberta with Niska Gas Storage. The contract contained provisions allowing for possible early termination. As a result, we recorded an after tax charge of $31 million in second quarter 2014. We have re-contracted for new natural gas storage services in Alberta with Niska Gas Storage starting May 1, 2014 for a six-year period and a reduced average volume.

Ontario Solar
We expect the acquisition of four additional Ontario solar generation facilities to close in late 2014, with the acquisition of the ninth and final facility now expected to close in mid-2015, subject to satisfactory completion of the related construction activities, regulatory approvals, and purchase agreement conditions for each facility. All power produced by the solar facilities is currently or will be sold under 20-year PPAs with the OPA.

Bécancour
In May 2014, we received final approval from the Régie de l’energie for the December 2013 amendment to the original suspension agreement with Hydro-Québec. In addition, Hydro-Québec exercised its option in the amendment to extend the suspension past 2017, and requested further suspension of generation to the end of 2018 which was also approved by the Régie de l'energie.



TRANSCANADA [21
SECOND QUARTER 2014

Other income statement items

The following are reconciliations and related analyses of our non-GAAP measures to the equivalent GAAP measures.
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Comparable interest on long-term debt
(including interest on junior subordinated notes)
 
 
 
 
 
 
 
 
Canadian-dollar denominated
 
(113
)
 
(123
)
 
(227
)
 
(245
)
U.S. dollar-denominated (US$)
 
(216
)
 
(185
)
 
(423
)
 
(373
)
Foreign exchange impact
 
(19
)
 
(5
)
 
(41
)
 
(6
)

 
(348
)
 
(313
)
 
(691
)
 
(624
)
Other interest and amortization expense
 
(12
)
 
1

 
(22
)
 

Capitalized interest
 
63

 
60

 
142

 
115

Comparable interest expense
 
(297
)
 
(252
)
 
(571
)
 
(509
)
Specific item:
 
 
 
 
 
 
 
 
NEB decision - 2012
 

 

 

 
(1
)
Interest expense
 
(297
)
 
(252
)
 
(571
)
 
(510
)

Comparable interest expense increased by $45 million and $62 million for the three and six months ended June 30, 2014 compared to the same periods in 2013 because of the following:
higher interest expense due to debt issues of:
US$1.25 billion in February 2014
US$1.25 billion in October 2013
US$500 million in July 2013
$750 million in July 2013
US$500 million in July 2013 by TC PipeLines, LP
higher foreign exchange on interest expense related to U.S. denominated debt, partially offset by Canadian and U.S. dollar-denominated debt maturities.

These increases were partially offset by higher capitalized interest primarily for Keystone XL, Mexican, and other liquids and LNG pipeline projects partially offset by the completion of the Gulf Coast extension of the Keystone Pipeline System in first quarter 2014.
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Comparable interest income and other
 
29

 
(2
)
 
23

 
16

Specific items (pre-tax):
 
 
 
 
 
 
 
 
NEB decision - 2012
 

 

 

 
1

Risk management activities
 
25

 
(9
)
 
23

 
(15
)
Interest income and other
 
54

 
(11
)
 
46

 
2

 
Comparable interest income and other increased by $31 million for the three months ended June 30, 2014 compared to the same period in 2013 reflecting lower realized losses in 2014 compared to 2013 on derivatives used to manage our net exposure to foreign exchange rate fluctuations on U.S. dollar-denominated income, the impact of a fluctuating U.S. dollar on the translation of foreign currency denominated working capital balances and AFUDC related to our rate-regulated projects, including the Energy East project.

Comparable interest income and other increased $7 million for the six months ended June 30, 2014 compared to the same period in 2013 reflecting increased AFUDC related to our rate-regulated projects, including the Energy East project, offset by higher realized losses in 2014 compared to 2013 on derivatives used to manage our net exposure to foreign exchange rate fluctuations on U.S. dollar denominated income.



TRANSCANADA [22
SECOND QUARTER 2014

 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Comparable income tax expense
 
(162
)
 
(133
)
 
(386
)
 
(292
)
Specific items:
 
 
 
 
 
 
 
 
Cancarb gain on sale
 
(9
)
 

 
(9
)
 

Niska contract termination
 
10

 

 
10

 

NEB decision - 2012
 

 

 

 
42

Part VI.I income tax adjustment
 

 
25

 

 
25

Risk management activities
 
(4
)
 
10

 
(1
)
 
12

Income tax expense
 
(165
)
 
(98
)
 
(386
)
 
(213
)

Comparable income tax expense increased by $29 million and $94 million for the three and six months ended June 30, 2014 compared to the same periods in 2013. The increase was mainly the result of higher pre-tax earnings in 2014 compared to 2013, changes in the proportion of income earned between Canadian and foreign jurisdictions as well as higher flow-through taxes in 2014 on Canadian regulated pipelines.
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Net income attributable to non-controlling interests
 
(31
)
 
(23
)
 
(85
)
 
(54
)
Preferred share dividends
 
(25
)
 
(20
)
 
(48
)
 
(35
)

Net income attributable to non-controlling interests increased by $8 million and $31 million for the three and six months ended June 30, 2014 compared to the same periods in 2013 primarily due to the sale of a 45 per cent interest in each of GTN and Bison to TC PipeLines, LP in July 2013.

Preferred share dividends increased by $5 million and $13 million for the three and six months ended June 30, 2014 compared to the same periods in 2013 following the issuances of Series 7 preferred shares in March 2013 and Series 9 preferred shares in January 2014.



TRANSCANADA [23
SECOND QUARTER 2014

Financial condition
 
We strive to maintain strong financial capacity and flexibility in all parts of an economic cycle, and rely on our cash flow from operations to sustain our business, pay dividends and fund a portion of our growth.
 
We believe we have the capacity to fund our existing capital program through predictable cash flow from operations, access to capital markets, cash on hand and substantial committed credit facilities.

We access capital markets to meet our financing needs, manage our capital structure and to preserve our credit ratings.
 
CASH PROVIDED BY OPERATING ACTIVITIES 
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Funds generated from operations1
 
917

 
955

 
2,019

 
1,871

Decrease/(increase) in operating working capital
 
202

 
(114
)
 
79

 
(324
)
Net cash provided by operations
 
1,119

 
841

 
2,098

 
1,547


1
See the non-GAAP measures section in this MD&A for further discussion of funds generated from operations.
 
Net cash provided by operations increased by $278 million and $551 million for the three and six months ended June 30, 2014 compared to the same periods in 2013 primarily due to changes in our operating working capital.

At June 30, 2014, our current assets were $3.0 billion and current liabilities were $5.6 billion, leaving us with a working capital deficit of $2.6 billion compared to $2.2 billion at December 31, 2013. This working capital deficiency is considered to be in the normal course of business and is managed through our ability to generate cash flow from operations and our ongoing access to the capital markets.
 
CASH (USED IN)/PROVIDED BY INVESTING ACTIVITIES 
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Capital expenditures
 
(967
)
 
(1,109
)
 
(1,745
)
 
(2,038
)
Equity investments
 
(40
)
 
(39
)
 
(129
)
 
(71
)
Acquisitions
 

 
(55
)
 

 
(55
)
Proceeds from sale of assets, net of transaction costs
 
187

 

 
187

 

 
Our capital expenditures in 2014 were primarily related to the construction of the Mexican pipelines, expansion of the NGTL System, and construction of the Houston Lateral and Tank Terminals.

In April 2014, we closed the sale of Cancarb Limited for $187 million, net of transaction costs.
  
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES 
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Long-term debt issued, net of issue costs
 
16

 
10

 
1,380

 
744

Long-term debt repaid
 
(205
)
 
(695
)
 
(982
)
 
(709
)
Notes payable issued/(repaid), net
 
225

 
1,388

 
(522
)
 
559

Dividends and distributions paid
 
(412
)
 
(386
)
 
(802
)
 
(736
)
Partnership units of subsidiary issued, net of issue costs
 

 
384

 

 
384

Preferred shares issued, net of issue costs
 

 
(1
)
 
440

 
585

Preferred shares of subsidiary redeemed
 

 

 
(200
)
 

 



TRANSCANADA [24
SECOND QUARTER 2014

LONG-TERM DEBT ISSUED
Amount
(unaudited - millions of $)
 
Type
 
Maturity date
 
Interest rate

 
Date issued
 
 
 
 
 
 
 
 
 
US$1,250
 
Senior unsecured notes
 
March 1, 2034
 
4.625
%
 
February 2014

LONG-TERM DEBT RETIRED
Amount
(unaudited - millions of $)
 
Type
 
Retirement date
 
Interest rate

 
 
 
 
 
 
 
$450
 
Medium term notes
 
January 2014
 
5.65
%
$300
 
Medium term notes
 
February 2014
 
5.05
%
$125
 
Debenture
 
June 2014
 
11.10
%
$53
 
Debenture
 
June 2014
 
11.20
%

PREFERRED SHARE ISSUANCE AND REDEMPTION
In January, 2014, we completed a public offering of 18 million Series 9 cumulative redeemable first preferred shares at $25 per share resulting in gross proceeds of $450 million. Investors are entitled to receive fixed cumulative dividends at an annual rate of $1.0625 per share, payable quarterly. The preferred shares are redeemable by us on or after October 30, 2019 and on October 30 of every fifth year thereafter at a price of $25 per share plus accrued and unpaid dividends. Investors will have the right to convert their shares into Series 10 cumulative redeemable first preferred shares on October 30, 2019 and on October 30 of every fifth year thereafter. The holders of Series 10 preferred shares will be entitled to receive quarterly floating rate cumulative dividends at an annualized rate equal to the then 90-day Government of Canada treasury bill rate and 2.35 per cent.

In March, 2014, we redeemed all four million Series Y preferred shares of TCPL at a price of $50 per share plus $0.2455 representing accrued and unpaid dividends. The total face value of the outstanding Series Y Shares was $200 million and carried an aggregate of $11 million in annualized dividends.
The net proceeds of the above debt and equity offerings were used for general corporate purposes and to reduce short-term indebtedness.
DIVIDENDS
On July 31, 2014, we declared quarterly dividends as follows:
Quarterly dividend on our common shares
 
 
$0.48 per share
Payable on October 31, 2014 to shareholders of record at the close of business on September 30, 2014
 
 
Quarterly dividends on our preferred shares
 
 
Series 1
$0.2875
Series 3
$0.25
Payable on September 30, 2014 to shareholders of record at the close of business on September 2, 2014
Series 5
$0.275
Series 7
$0.25
Series 9
$0.265625
Payable on October 30, 2014 to shareholders of record at the close of business on September 30, 2014
 



TRANSCANADA [25
SECOND QUARTER 2014

SHARE INFORMATION
July 28, 2014
 
 
 
 
 
Common shares
Issued and outstanding
 
 
708 million
 
Preferred shares
Issued and outstanding
Convertible to
Series 1
22 million
22 million Series 2 preferred shares
Series 3
14 million
14 million Series 4 preferred shares
Series 5
14 million
14 million Series 6 preferred shares
Series 7
24 million
24 million Series 8 preferred shares
Series 9
18 million
18 million Series 10 preferred shares
 
 
 
Options to buy common shares
Outstanding
Exercisable
 
9 million
5 million
 
CREDIT FACILITIES
We use committed revolving credit facilities to support our commercial paper programs along with additional demand facilities for general corporate purposes including issuing letters of credit and providing additional liquidity.
 
At June 30, 2014, we had $6.5 billion in unsecured credit facilities, including:
Amount
Unused
capacity
Subsidiary
Description and Use
 
Matures
 
 
 
 
 
 
$3.0 billion
$3.0 billion
TCPL
Committed, syndicated, revolving, extendible credit facility that supports TCPL’s Canadian commercial paper program
 
December 2018
US$1.0 billion
US$1.0 billion
TCPL USA
Committed, syndicated, revolving, extendible credit facility that is used for TCPL USA general corporate purposes
 
November 2014
US$1.0 billion
US$1.0 billion
TransCanada American Investments Ltd. (TAIL)
Committed, syndicated, revolving, extendible credit facility that supports the TAIL U.S. commercial paper program.
 
November 2014
$1.3 billion
$0.3 billion
TCPL,
TCPL USA
Demand lines for issuing letters of credit and as a source of additional liquidity. At June 30, 2014, we had $1.0 billion outstanding in letters of credit under these lines
 
Demand

See Financial risks and financial instruments for more information about liquidity, market and other risks.
 
CONTRACTUAL OBLIGATIONS
Our capital commitments have decreased by approximately $1 billion since December 31, 2013 primarily due to the completion or advancement of capital projects. Our other purchase obligations have decreased by approximately $400 million since December 31, 2013 primarily due to re-contracting for natural gas storage services in Alberta for a shorter period and a reduced average volume. There were no other material changes to our contractual obligations in second quarter 2014 or to payments due in the next five years or after. See the MD&A in our 2013 Annual Report for more information about our contractual obligations.



TRANSCANADA [26
SECOND QUARTER 2014

Financial risks and financial instruments
 
We are exposed to liquidity risk, counterparty credit risk and market risk, and have strategies, policies and limits in place to mitigate their impact on our earnings, cash flow and, ultimately, shareholder value. These are designed to ensure our risks and related exposures are in line with our business objectives and risk tolerance.
 
See our 2013 Annual Report for more information about the risks we face in our business. Our risks have not changed substantially since December 31, 2013.
 
LIQUIDITY RISK
We manage our liquidity risk by continuously forecasting our cash requirements for a rolling twelve month period and making sure we have adequate cash balances, cash flow from operations, committed and demand credit facilities and access to capital markets to meet our operating, financing and capital expenditure obligations under both normal and stressed economic conditions.
 
COUNTERPARTY CREDIT RISK
We have exposure to counterparty credit risk in the following areas:
accounts receivable
the fair value of derivative assets
notes receivable.

We review our accounts receivable regularly and record allowances for doubtful accounts using the specific identification method. At June 30, 2014 we had not incurred any significant credit losses and had no significant amounts past due or impaired. We had a credit risk concentration of $211 million with one counterparty at June 30, 2014 (December 31, 2013 - $240 million). This amount is secured by a guarantee from the counterparty’s parent company and we anticipate collecting the full amount.
 
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.
 
FOREIGN EXCHANGE AND INTEREST RATE RISK
Certain of our businesses generate income in U.S. dollars, but since we report in Canadian dollars, changes in the value of the U.S. dollar against the Canadian dollar can affect our net income. As our U.S. dollar-denominated operations continue to grow, our exposure to changes in currency exchange rates increases. Some of this risk is offset by interest expense on U.S. dollar-denominated debt and by using foreign exchange derivatives.

We have floating interest rate debt which subjects us to interest rate cash flow risk. We manage this using a combination of interest rate swaps and options.

Average exchange rate - U.S. to Canadian dollars
second quarter 2014
1.09

second quarter 2013
1.03

 
The impact of changes in the value of the U.S. dollar on our U.S. dollar-denominated operations is significantly offset by other U.S. dollar-denominated items, as set out in the table below.
 
Significant U.S. dollar-denominated amounts
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of US$)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
U.S. and International Natural Gas Pipelines comparable EBIT
 
140

 
101

 
351

 
301

U.S. Liquids Pipelines comparable EBIT
 
133

 
95

 
262

 
189

U.S. Power comparable EBIT
 
61

 
57

 
120

 
96

Interest expense on U.S. dollar-denominated long-term debt
 
(216
)
 
(185
)
 
(423
)
 
(373
)
Capitalized interest on U.S. capital expenditures
 
43

 
49

 
95

 
93

U.S. non-controlling interests and other
 
(53
)
 
(39
)
 
(132
)
 
(87
)
 
 
108

 
78

 
273

 
219

 



TRANSCANADA [27
SECOND QUARTER 2014

NET INVESTMENT IN FOREIGN OPERATIONS
We hedge our net investment in foreign operations (on an after-tax basis) with U.S. dollar-denominated debt, cross-currency interest rate swaps, foreign exchange forward contracts and foreign exchange options. The fair values and notional amounts for the derivatives designated as a net investment hedge were as follows:
 
 
June 30, 2014
 
December 31, 2013
(unaudited - millions of $)
 
Fair value1


Notional or principal amount

Fair value1


Notional or principal amount
 
 
 
 
 
 
 
 
 
Asset/(liability)
 







U.S. dollar cross-currency swaps
 
 

 

 

 
(maturing 2014 to 2019)2
 
(186
)
 
US 3,250
 
(201
)
 
US 3,800
U.S. dollar foreign exchange forward contracts
 
 

 
 
 
 

 
 
(maturing 2014)
 
(14
)
 
US 300
 
(11
)
 
US 850
 
 
(200
)
 
US 3,550
 
(212
)
 
US 4,650
 
1
Fair values equal carrying values.
2
Net income in the three and six months ended June 30, 2014 included net realized gains of $5 million and $11 million, respectively, (2013 - gains of $7 million and $14 million, respectively) related to the interest component of cross-currency swaps.
 
U.S. dollar-denominated debt designated as a net investment hedge
(unaudited - millions of $)
 
June 30, 2014
 
December 31, 2013
 
 
 
 
 
Carrying value
 
15,600 (US 14,600)
 
14,200 (US 13,400)
Fair value
 
18,200 (US 17,100)
 
16,000 (US 15,000)
 
The balance sheet classification of the fair value of derivatives used to hedge our net investment in foreign operations is as follows:
(unaudited - millions of $)
 
June 30, 2014

 
December 31, 2013

 
 
 
 
 
Other current assets
 
5

 
5

Intangible and other assets
 
1

 

Accounts payable and other
 
(57
)
 
(50
)
Other long-term liabilities
 
(149
)
 
(167
)
 
 
(200
)
 
(212
)
 
FINANCIAL INSTRUMENTS

All financial instruments, including both derivative and non-derivative 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.

Non-derivative financial instruments

Fair value of non-derivative financial instruments
The fair value of our notes receivable is calculated by discounting future payments of interest and principal using forward interest rates. The fair value of long-term debt has been estimated using an income approach based on quoted market prices for the same or similar debt instruments from external data providers. The fair value of available for sale assets has been calculated using quoted market prices where available. Credit risk has been taken into consideration when calculating the fair value of non-derivative financial instruments.

Certain non-derivative financial instruments including cash and cash equivalents, accounts receivable, intangible and other assets, notes payable, accounts payable and other, accrued interest and other long-term liabilities have carrying amounts that equal their fair value due to the nature of the item or the short time to maturity.

Derivative instruments
We use derivative instruments to reduce volatility associated with fluctuations in commodity prices, interest rates and foreign exchange rates. We apply hedge accounting to derivative instruments that qualify. The effective portion of the change in the fair value of hedging derivatives for cash flow hedges and hedges of our net investment in foreign operations are recorded in OCI in



TRANSCANADA [28
SECOND QUARTER 2014

the period of change. Any ineffective portion is recognized in net income in the same financial category as the underlying transaction. The change in the fair value of derivative instruments that have been designated as fair value hedges are recorded in net income in interest income and other and interest expense.

Derivative instruments that are not designated or do not qualify for hedge accounting treatment have been entered into as economic hedges to manage our exposure to market risk (held for trading). Changes in the fair value of held for trading derivative instruments are recorded in net income in the period of change. This may expose us to increased variability in reported operating results since the fair value of the held for trading derivative instruments can fluctuate significantly from period to period.  

The recognition of gains and losses on derivatives for Canadian natural gas regulated pipelines 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, can be recovered 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.

Fair value of derivative instruments
The fair value of foreign exchange and interest rate derivatives has been calculated using the income approach which uses current market rates and applies a discounted cash flow valuation model. The fair value of power and natural gas derivatives have 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. Credit risk has been taken into consideration when calculating the fair value of derivative instruments.
 
Balance sheet presentation of derivative instruments
The balance sheet classification of the fair value of the derivative instruments is as follows:
(unaudited - millions of $)
 
June 30, 2014

 
December 31, 2013

 
 
 
 
 
Other current assets
 
354

 
395

Intangible and other assets
 
127

 
112

Accounts payable and other
 
(404
)
 
(357
)
Other long-term liabilities
 
(236
)
 
(255
)
 
 
(159
)
 
(105
)
 
The effect of derivative instruments on the consolidated statement of income
The following summary does not include hedges of our net investment in foreign operations.
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $, pre-tax)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Derivative instruments held for trading1
 
 
 
 
 
 
 
 
Amount of unrealized gains/(losses) in the period
 
 
 
 
 
 
 
 
  Power
 
6

 
5

 
15

 
(3
)
  Natural gas
 
(14
)
 
(21
)
 
(21
)
 
(12
)
  Foreign exchange
 
25

 
(10
)
 
23

 
(16
)
Amount of realized (losses)/gains in the period
 
 
 
 
 
 
 
 
  Power
 
(3
)
 
(29
)
 
(31
)
 
(36
)
  Natural gas
 
(4
)
 
(5
)
 
46

 
(7
)
  Foreign exchange
 
(1
)
 
(6
)
 
(18
)
 
(7
)
Derivative instruments in hedging relationships2,3
 
 
 
 
 
 
 
 
Amount of realized gains/(losses) in the period
 
 
 
 
 
 
 
 
  Power
 
(4
)
 
(84
)
 
188

 
(11
)
Natural gas
 

 
(1
)
 

 
(1
)
  Interest
 
1

 
2

 
2

 
4


1
Realized and unrealized gains and losses on held for trading derivative instruments used to purchase and sell power and natural gas are included net in energy revenues. Realized and unrealized gains and losses on interest rate and foreign exchange held for trading derivative instruments are included net in interest expense and interest income and other, respectively.
2
At June 30, 2014, all hedging relationships were designated as cash flow hedges except for interest rate derivative financial instruments designated as fair value hedges with a fair value of $5 million (2013 - $7 million) and a notional amount of US$300 million (2013 - US$200 million). For the three and six months ended June 30, 2014, net realized gains on fair value hedges were $2 million and $3 million, respectively (2013 - $2 million and $4 million, respectively) and were included in interest expense. For the three and six months ended June 30, 2014 and 2013, we did not record any amounts in net income related to ineffectiveness for fair value hedges.



TRANSCANADA [29
SECOND QUARTER 2014

3
The effective portion of the change in fair value of derivative instruments in hedging relationships is initially recognized in OCI and reclassified to energy revenues, interest expense and interest income and other, as appropriate, as the original hedged item settles. For the three and six months ended June 30, 2014 and 2013, there were no gains or losses included in net income relating to discontinued cash flow hedges where it was probable that the anticipated transaction would not occur.

Derivatives in cash flow hedging relationships
The components of the Condensed consolidated statement of OCI related to derivatives in cash flow hedging relationships is as follows:
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $, pre-tax)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Change in fair value of derivative instruments recognized in OCI (effective portion)
 
 
 
 
 
 
 
 
Power
 
(7
)
 
(70
)
 
34

 
(34
)
Natural gas
 
(1
)
 

 
(1
)
 

Foreign exchange
 

 
2

 
10

 
4

Interest
 
(1
)
 

 
(1
)
 

 
 
(9
)
 
(68
)
 
42

 
(30
)
Reclassification of (losses)/gains on derivative instruments from AOCI to net income (effective portion)1
 
 
 
 
 
 
 
 
Power2
 
(1
)
 
12

 
(109
)
 
1

Natural gas
 
2

 
2

 
2

 
2

Interest
 
3

 
4

 
8

 
8

 
 
4

 
18

 
(99
)
 
11

Gains/(losses) on derivative instruments recognized in earnings (ineffective portion)
 
 
 
 
 
 
 
 
Power
 
3

 
(2
)
 
(10
)
 
(7
)
 
 
3

 
(2
)
 
(10
)
 
(7
)

1
No amounts have been excluded from the assessment of hedge effectiveness. Amounts in parentheses indicate losses recorded to OCI.
2
Reported within Energy revenues on the condensed consolidated statement of income.

Credit risk related contingent features of derivative instruments
Derivatives contracts often contain financial assurance provisions that may require us to provide collateral if a credit risk related contingent event occurs (for example, if our credit rating is downgraded to non-investment grade).
 
Based on contracts in place and market prices at June 30, 2014, the aggregate fair value of all derivative contracts with credit risk related contingent features that were in a net liability position was $17 million (December 31, 2013 - $16 million), with collateral provided in the normal course of business of nil (December 31, 2013nil). If the credit risk related contingent features in these agreements had been triggered on June 30, 2014, we would have been required to provide collateral of $17 million (December 31, 2013 - $16 million) to our counterparties. Collateral may also need to be provided should the fair value of derivative instruments exceed pre-defined contractual exposure limit thresholds.
 
We feel we have sufficient liquidity in the form of cash and undrawn committed revolving bank lines to meet these contingent obligations should they arise.
 
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, 2014, 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 2014 that had or are likely to have a material impact on our internal control over financial reporting, other than noted below.
 
Effective January 1, 2014, management implemented an ERP system. As a result of the ERP system, certain processes supporting our internal control over financial reporting have changed. Management will continue to monitor the effectiveness of these processes going forward.
 
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 amount we record for our assets, liabilities, revenues and expenses because these items may be affected



TRANSCANADA [30
SECOND QUARTER 2014

by future events. We base the estimates and assumptions on the most current information available, using our best judgement. We also regularly assess the assets and liabilities themselves. You can find a summary of our critical accounting estimates in our 2013 Annual Report.
 
Our significant accounting policies have remained unchanged since December 31, 2013 other than described below. You can find a summary of our significant accounting policies in our 2013 Annual Report.
 
Changes in accounting policies for 2014
 
Obligations resulting from joint and several liability arrangements
In February 2013, the FASB issued guidance for recognizing, measuring, and disclosing obligations resulting from joint and several liability arrangements when the total amount of the obligation is fixed at the reporting date. Debt arrangements, other contractual obligations, and settled litigation and judicial rulings are examples of these obligations. This new guidance was effective January 1, 2014. There was no material impact on our consolidated financial statements as a result of applying this new standard.

Foreign currency matters - cumulative translation adjustment
In March 2013, the FASB issued amended guidance related to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business. This new guidance was effective prospectively from January 1, 2014 and will be applied for all applicable transactions after that date.

Unrecognized tax benefit
In July 2013, the FASB issued amended guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This new guidance was effective January 1, 2014. There was no material impact on our consolidated financial statements as a result of applying this new standard.

Future accounting changes

Reporting discontinued operations
In April 2014, the FASB issued amended guidance on the reporting of discontinued operations. The criteria of what will qualify as a discontinued operation has changed and there are expanded disclosures required. This new guidance is effective from January 1, 2015 and will be applied prospectively. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements.

Revenue from contracts with customers
In May 2014, the FASB issued new guidance on Revenue from Contracts with Customers. This guidance supersedes the current revenue recognition requirements and most industry-specific guidance. This new guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This new guidance is effective from January 1, 2017 with two methods in which the amendment can be applied: (1) retrospectively to each prior reporting period presented, or (2) retrospectively with the cumulative effect recognized at the date of initial application. Early application is not permitted. We are currently evaluating the impact of the adoption of this ASU and have not yet determined the effect on our consolidated financial statements.




TRANSCANADA [31
SECOND QUARTER 2014

Reconciliation of non-GAAP measures
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $, except per share amounts)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
EBITDA
 
1,279

 
1,125

 
2,664

 
2,344

Cancarb gain on sale
 
(108
)
 

 
(108
)
 

Niska contract termination
 
41

 

 
41

 

NEB decision - 2012
 

 

 

 
(55
)
Non-comparable risk management activities affecting EBITDA
 
5

 
18

 
16

 
22

Comparable EBITDA
 
1,217

 
1,143

 
2,613

 
2,311

Comparable depreciation and amortization
 
(399
)
 
(356
)
 
(792
)
 
(710
)
Comparable EBIT
 
818

 
787

 
1,821

 
1,601

Other income statement items
 
 

 
 

 
 

 
 

Comparable interest expense
 
(297
)
 
(252
)
 
(571
)
 
(509
)
Comparable interest income and other
 
29

 
(2
)
 
23

 
16

Comparable income tax expense
 
(162
)
 
(133
)
 
(386
)
 
(292
)
Net income attributable to non-controlling interests
 
(31
)
 
(23
)
 
(85
)
 
(54
)
Preferred share dividends
 
(25
)
 
(20
)
 
(48
)
 
(35
)
Comparable earnings
 
332

 
357

 
754

 
727

Specific items (net of tax):
 
 

 
 

 
 

 
 

Cancarb gain on sale
 
99

 

 
99

 

Niska contract termination
 
(31
)
 

 
(31
)
 

NEB decision - 2012
 

 

 

 
84

Part VI.I income tax adjustment
 

 
25

 

 
25

Risk management activities1
 
16

 
(17
)
 
6

 
(25
)
Net income attributable to common shares
 
416

 
365

 
828

 
811

 
 
 
 
 
 
 
 
 
Comparable depreciation and amortization
 
(399
)
 
(356
)
 
(792
)
 
(710
)
Specific item:
 
 

 
 

 
 

 
 

NEB decision - 2012
 

 

 

 
(13
)
Depreciation and amortization
 
(399
)
 
(356
)
 
(792
)
 
(723
)
 
 
 
 
 
 
 
 
 
Comparable interest expense
 
(297
)
 
(252
)
 
(571
)
 
(509
)
Specific item:
 
 

 
 
 
 

 
 

NEB decision - 2012
 

 

 

 
(1
)
Interest expense
 
(297
)
 
(252
)
 
(571
)
 
(510
)
 
 
 
 
 
 
 
 
 
Comparable interest income and other
 
29

 
(2
)
 
23

 
16

Specific items:
 
 

 
 
 
 

 
 

NEB decision - 2012
 

 

 

 
1

Risk management activities1
 
25

 
(9
)
 
23

 
(15
)
Interest income and other
 
54

 
(11
)
 
46

 
2

 
 
 
 
 
 
 
 
 
Comparable income tax expense
 
(162
)
 
(133
)
 
(386
)
 
(292
)
Specific items:
 
 

 
 

 
 

 
 

Cancarb gain on sale
 
(9
)
 

 
(9
)
 

Niska contract termination
 
10

 

 
10

 

Canadian restructuring proposal - 2012
 

 

 

 
42

Part VI.I income tax adjustment
 

 
25

 

 
25

NEB decision - 2012
 

 

 

 

Risk management activities1
 
(4
)
 
10

 
(1
)
 
12

Income tax expense
 
(165
)
 
(98
)
 
(386
)
 
(213
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



TRANSCANADA [32
SECOND QUARTER 2014

 
 
 
 
 
 
 
 
 
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of $, except per share amounts)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Comparable earnings per common share
 

$0.47

 

$0.51

 

$1.07

 

$1.03

Specific items (net of tax):
 
 
 
 
 
 
 
 

Cancarb gain on sale
 
0.14

 

 
0.14

 

Niska contract termination
 
(0.04
)
 

 
(0.04
)
 

NEB decision - 2012
 

 

 

 
0.12

Part VI.I income tax adjustment
 

 
0.04

 
 
 
0.04

Risk management activities1
 
0.02

 
(0.03
)
 

 
(0.04
)
Net income per common share
 

$0.59

 

$0.52

 

$1.17

 

$1.15


1
 
Risk management activities
 
three months ended
June 30
 
six months ended
June 30
 
 
(unaudited - millions of $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
 
 
 
 
Canadian Power
 
(2
)
 
(4
)
 
(2
)
 
(6
)
 
 
U.S. Power
 
(9
)
 
(18
)
 
(11
)
 
(17
)
 
 
Natural Gas Storage
 
6

 
4

 
(3
)
 
1

 
 
Foreign exchange
 
25

 
(9
)
 
23

 
(15
)
 
 
Income tax attributable to risk management activities
 
(4
)
 
10

 
(1
)
 
12

 
 
Total gains/(losses) from risk management activities
 
16

 
(17
)
 
6

 
(25
)

Comparable EBITDA and EBIT by business segment
three months ended June 30, 2014
 
Natural Gas

 
Liquids

 
 
 
 
 
 
(unaudited - millions of $)
 
Pipelines

 
Pipelines1

 
Energy

 
Corporate

 
Total

 
 
 
 
 
 
 
 
 
 
 
EBITDA
 
759

 
249

 
293

 
(22
)
 
1,279

Cancarb gain on sale
 

 

 
(108
)
 

 
(108
)
Niska contract termination
 

 

 
41

 

 
41

Non-comparable risk management activities affecting EBITDA
 

 

 
5

 

 
5

Comparable EBITDA
 
759

 
249

 
231

 
(22
)
 
1,217

Comparable depreciation and amortization
 
(263
)
 
(54
)
 
(77
)
 
(5
)
 
(399
)
Comparable EBIT
 
496

 
195

 
154

 
(27
)
 
818


three months ended June 30, 2013
 
Natural Gas

 
Liquids

 
 
 
 
 
 
(unaudited - millions of $)
 
Pipelines

 
Pipelines1

 
Energy

 
Corporate

 
Total

 
 
 
 
 
 
 
 
 
 
 
EBITDA
 
644

 
186

 
312

 
(17
)
 
1,125

Non-comparable risk management activities affecting EBITDA
 

 

 
18

 

 
18

Comparable EBITDA
 
644

 
186

 
330

 
(17
)
 
1,143

Comparable depreciation and amortization
 
(245
)
 
(37
)
 
(69
)
 
(5
)
 
(356
)
Comparable EBIT
 
399

 
149

 
261

 
(22
)
 
787





TRANSCANADA [33
SECOND QUARTER 2014

six months ended June 30, 2014
 
Natural Gas

 
Liquids

 
 
 
 
 
 
(unaudited - millions of $)
 
Pipelines

 
Pipelines1

 
Energy

 
Corporate

 
Total

 
 
 
 
 
 
 
 
 
 
 
EBITDA
 
1,607

 
490

 
627

 
(60
)
 
2,664

Cancarb gain on sale
 

 

 
(108
)
 

 
(108
)
Niska contract termination
 

 

 
41

 

 
41

Non-comparable risk management activities affecting EBITDA
 

 

 
16

 

 
16

Comparable EBITDA
 
1,607

 
490

 
576

 
(60
)
 
2,613

Comparable depreciation and amortization
 
(525
)
 
(103
)
 
(154
)
 
(10
)
 
(792
)
Comparable EBIT
 
1,082

 
387

 
422

 
(70
)
 
1,821


six months ended June 30, 2013
 
Natural Gas

 
Liquids

 
 
 
 
 
 
(unaudited - millions of $)
 
Pipelines

 
Pipelines1

 
Energy

 
Corporate

 
Total

 
 
 
 
 
 
 
 
 
 
 
EBITDA
 
1,445

 
365

 
585

 
(51
)
 
2,344

NEB decision - 2012
 
(55
)
 

 

 

 
(55
)
Non-comparable risk management activities affecting EBITDA
 

 

 
22

 

 
22

Comparable EBITDA
 
1,390

 
365

 
607

 
(51
)
 
2,311

Comparable depreciation and amortization
 
(485
)
 
(74
)
 
(143
)
 
(8
)
 
(710
)
Comparable EBIT
 
905

 
291

 
464

 
(59
)
 
1,601


1
Previously Oil Pipelines.




TRANSCANADA [34
SECOND QUARTER 2014

QUARTERLY RESULTS
 
SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA
 
2014
 
2013
 
2012
(unaudited - millions of $, except per share amounts)
Second

 
First

 
Fourth

 
Third

 
Second

 
First

 
Fourth

 
Third

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
2,234

 
2,884

 
2,332

 
2,204

 
2,009

 
2,252

 
2,089

 
2,126

Net income attributable to common shares
416

 
412

 
420

 
481

 
365

 
446

 
306

 
369

Comparable earnings
332

 
422

 
410

 
447

 
357

 
370

 
318

 
349

Share statistics
 
 
 
 
 
 
 
 
 

 
 

 
 

 
 

Net income per common share - basic and diluted

$0.59

 

$0.58

 

$0.59

 

$0.68

 

$0.52

 

$0.63

 

$0.43

 

$0.52

Comparable earnings per share

$0.47

 

$0.60

 

$0.58

 

$0.63

 

$0.51

 

$0.52

 

$0.45

 

$0.50

Dividends declared per common share

$0.48

 

$0.48

 

$0.46

 

$0.46

 

$0.46

 

$0.46

 

$0.44

 

$0.44

 
FACTORS AFFECTING QUARTERLY FINANCIAL INFORMATION BY BUSINESS SEGMENT
Quarter-over-quarter revenues and net income sometimes fluctuate. The causes of these fluctuations vary across our business segments.
 
In Natural Gas Pipelines, quarter-over-quarter revenues and net income from the Canadian regulated pipelines generally remain relatively stable during any fiscal year. Our U.S. natural gas pipelines are generally seasonal in nature with higher earnings in the winter months as a result of increased customer demands. Over the long term, however, results from both our Canadian and U.S. natural gas pipelines fluctuate because of:
regulatory decisions
negotiated settlements with shippers
acquisitions and divestitures
developments outside of the normal course of operations
newly constructed assets being placed in service.

In Liquids Pipelines, annual revenues and net income are based on contracted crude oil transportation and uncommitted spot transportation. Quarter-over-quarter revenues and net income during any particular fiscal year remain relatively stable.
 
In Energy, quarter-over-quarter revenues and net income are affected by:
weather
customer demand
market prices
capacity prices and payments
planned and unplanned plant outages
acquisitions and divestitures
certain fair value adjustments
developments outside of the normal course of operations
newly constructed assets being placed in service
regulatory decisions.

FACTORS AFFECTING FINANCIAL INFORMATION BY QUARTER
We calculate comparable measures by adjusting certain GAAP and non-GAAP measures for specific items we believe are significant but not reflective of our underlying operations in the period.
Comparable earnings exclude the unrealized gains and losses from changes in the fair value of certain derivatives used to reduce our exposure to certain financial and commodity price risks. These derivatives provide effective economic hedges, but do not meet the criteria for hedge accounting. As a result, the changes in fair value are recorded in net income. As these amounts do not accurately reflect the gains and losses that will be realized at settlement, we do not consider them part of our underlying operations.
In second quarter 2014, comparable earnings excluded a $99 million after-tax gain on the sale of Cancarb Limited and a $31 million after-tax loss related to the termination of the Niska Gas Storage contract.
In second quarter 2013, comparable earnings excluded a $25 million favourable income tax adjustment due to the enactment of Canadian Federal tax legislation relating to Part VI.I tax in June 2013.
In first quarter 2013, comparable earnings excluded $84 million of net income in 2013 related to 2012 from the NEB decision (RH-003-2011).


TRP-06.30.2014-Fin Stmts
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)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
Natural gas pipelines
 
1,154

 
1,031

 
2,369

 
2,188

Liquids pipelines
 
366

 
278

 
725

 
549

Energy
 
714

 
700

 
2,024

 
1,524

 
 
2,234

 
2,009

 
5,118

 
4,261

Income from Equity Investments
 
68

 
153

 
203

 
246

Operating and Other Expenses
 
 

 
 

 
 

 
 

Plant operating costs and other
 
684

 
648

 
1,489

 
1,289

Commodity purchases resold
 
328

 
283

 
1,034

 
659

Property taxes
 
119

 
106

 
242

 
215

Depreciation and amortization
 
399

 
356

 
792

 
723

Gain on sale of assets
 
(108
)
 

 
(108
)
 

 
 
1,422

 
1,393

 
3,449

 
2,886

Financial Charges/(Income)
 
 

 
 

 
 

 
 

Interest expense
 
297

 
252

 
571

 
510

Interest income and other
 
(54
)
 
11

 
(46
)
 
(2
)
 
 
243

 
263

 
525

 
508

Income before Income Taxes
 
637

 
506

 
1,347

 
1,113

Income Tax Expense
 
 

 
 

 
 

 
 

Current
 
23

 
(36
)
 
82

 
43

Deferred
 
142

 
134

 
304

 
170

 
 
165

 
98

 
386

 
213

Net Income
 
472

 
408

 
961

 
900

Net income attributable to non-controlling interests
 
31

 
23

 
85

 
54

Net Income Attributable to Controlling Interests
 
441

 
385

 
876

 
846

Preferred share dividends
 
25

 
20

 
48

 
35

Net Income Attributable to Common Shares
 
416

 
365

 
828

 
811

 
 
 
 
 
 
 
 
 
Net Income per Common Share
 
 

 
 

 
 

 
 

Basic and diluted
 

$0.59

 

$0.52

 

$1.17

 

$1.15

Dividends Declared per Common Share
 

$0.48

 

$0.46

 

$0.96

 

$0.92

Weighted Average Number of Common Shares (millions)
 
 

 
 

 
 

 
 

Basic
 
708

 
707

 
708

 
706

Diluted
 
709

 
708

 
709

 
707

 
See accompanying notes to the condensed consolidated financial statements.



TRANSCANADA [ 36
SECOND QUARTER REPORT 2014


Condensed consolidated statement of comprehensive income
 
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of Canadian $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Net Income
 
472

 
408

 
961

 
900

Other Comprehensive Income, Net of Income Taxes
 
 

 
 

 
 

 
 

Foreign currency translation gains and losses on net investment in foreign operations
 
(190
)
 
225

 
50

 
336

Change in fair value of net investment hedges
 
79

 
(135
)
 
(48
)
 
(184
)
Change in fair value of cash flow hedges
 
(4
)
 
(44
)
 
27

 
(23
)
Reclassification to Net Income of gains and losses on cash flow hedges
 
2

 
11

 
(60
)
 
7

Reclassification to Net Income of actuarial gains and losses and prior service costs on pension and other post-retirement benefit plans
 
5

 
6

 
9

 
12

Other comprehensive income/(losses) on equity investments
 
2

 
(2
)
 
2

 
(3
)
Other comprehensive (loss)/income (Note 8)
 
(106
)
 
61

 
(20
)
 
145

Comprehensive Income
 
366

 
469

 
941

 
1,045

Comprehensive (loss)/income attributable to non-controlling interests
 
(8
)
 
60

 
90

 
111

Comprehensive Income Attributable to Controlling Interests
 
374

 
409

 
851

 
934

Preferred share dividends
 
25

 
20

 
50

 
35

Comprehensive Income Attributable to Common Shares
 
349

 
389

 
801

 
899

 
See accompanying notes to the condensed consolidated financial statements.




TRANSCANADA [ 37
SECOND QUARTER REPORT 2014


Condensed consolidated statement of cash flows
 
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of Canadian $)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Cash Generated from Operations
 
 
 
 
 
 
 
 
Net income
 
472

 
408

 
961

 
900

Depreciation and amortization
 
399

 
356

 
792

 
723

Deferred income taxes
 
142

 
134

 
304

 
170

Income from equity investments
 
(68
)
 
(153
)
 
(203
)
 
(246
)
Distributed earnings received from equity investments
 
84

 
180

 
254

 
264

Employee post-retirement benefits funding lower than expense
 
2

 
11

 
12

 
26

Gain on sale of assets
 
(108
)
 

 
(108
)
 

Other
 
(6
)
 
19

 
7

 
34

Decrease/(increase) in operating working capital
 
202

 
(114
)
 
79

 
(324
)
Net cash provided by operations
 
1,119

 
841

 
2,098

 
1,547

Investing Activities
 
 

 
 

 
 

 
 

Capital expenditures
 
(967
)
 
(1,109
)
 
(1,745
)
 
(2,038
)
Equity investments
 
(40
)
 
(39
)
 
(129
)
 
(71
)
Acquisitions
 

 
(55
)
 

 
(55
)
Proceeds from sale of assets, net of transactions costs
 
187

 

 
187

 

Deferred amounts and other
 
(94
)
 
(144
)
 
(117
)
 
(164
)
Net cash used in investing activities
 
(914
)
 
(1,347
)
 
(1,804
)
 
(2,328
)
Financing Activities
 
 

 
 

 
 

 
 

Dividends on common and preferred shares
 
(365
)
 
(351
)
 
(710
)
 
(666
)
Distributions paid to non-controlling interests
 
(47
)
 
(35
)
 
(92
)
 
(70
)
Notes payable issued/(repaid), net
 
225

 
1,388

 
(522
)
 
559

Long-term debt issued, net of issue costs
 
16

 
10

 
1,380

 
744

Repayment of long-term debt
 
(205
)
 
(695
)
 
(982
)
 
(709
)
Common shares issued, net of issue costs
 
6

 
23

 
16

 
55

Partnership units of subsidiary issued, net of issue costs
 

 
384

 

 
384

Preferred shares issued, net of issue costs
 

 
(1
)
 
440

 
585

Preferred shares of subsidiary redeemed
 

 

 
(200
)
 

Net cash (used in)/provided by financing activities
 
(370
)
 
723

 
(670
)
 
882

Effect of Foreign Exchange Rate Changes on Cash and Cash Equivalents
 
(17
)
 
14

 
16

 
22

(Decrease)/increase in Cash and Cash Equivalents
 
(182
)
 
231

 
(360
)
 
123

Cash and Cash Equivalents
 
 

 
 

 
 

 
 

Beginning of period
 
749

 
443

 
927

 
551

Cash and Cash Equivalents
 
 

 
 

 
 

 
 

End of period
 
567

 
674

 
567

 
674

 
See accompanying notes to the condensed consolidated financial statements.




TRANSCANADA [ 38
SECOND QUARTER REPORT 2014


Condensed consolidated balance sheet
 
 
 
June 30,

 
December 31,

(unaudited - millions of Canadian $)
 
2014

 
2013

 
 
 
 
 
ASSETS
 
 
 
 
Current Assets
 
 
 
 
Cash and cash equivalents
 
567

 
927

Accounts receivable
 
1,124

 
1,122

Inventories
 
252

 
251

Other
 
1,050

 
847

 
 
2,993

 
3,147

Plant, Property and Equipment,
net of accumulated depreciation of $18,551 and $17,851, respectively
 
38,456

 
37,606

Equity Investments
 
5,719

 
5,759

Regulatory Assets
 
1,610

 
1,735

Goodwill
 
3,712

 
3,696

Intangible and Other Assets
 
2,220

 
1,955

 
 
54,710

 
53,898

LIABILITIES
 
 

 
 

Current Liabilities
 
 

 
 

Notes payable
 
1,343

 
1,842

Accounts payable and other
 
2,353

 
2,155

Accrued interest
 
383

 
388

Current portion of long-term debt
 
1,518

 
973

 
 
5,597

 
5,358

Regulatory Liabilities
 
233

 
229

Other Long-Term Liabilities
 
632

 
656

Deferred Income Tax Liabilities
 
4,890

 
4,564

Long-Term Debt
 
21,774

 
21,892

Junior Subordinated Notes
 
1,067

 
1,063

 
 
34,193

 
33,762

EQUITY
 
 

 
 

Common shares, no par value
 
12,166

 
12,149

Issued and outstanding:
June 30, 2014 - 708 million shares
 
 

 
 

 
December 31, 2013 - 707 million shares
 
 

 
 

Preferred shares
 
2,255

 
1,813

Additional paid-in capital
 
398

 
401

Retained earnings
 
5,244

 
5,096

Accumulated other comprehensive loss (Note 8)
 
(959
)
 
(934
)
Controlling Interests
 
19,104

 
18,525

Non-controlling interests
 
1,413

 
1,611

 
 
20,517

 
20,136

 
 
54,710

 
53,898

Contingencies and Guarantees (Note 11)
 
 

 
 

 
 
 

 
 

 
See accompanying notes to the condensed consolidated financial statements.




TRANSCANADA [ 39
SECOND QUARTER REPORT 2014


Condensed consolidated statement of equity
 
 
 
six months ended June 30
(unaudited - millions of Canadian $)
 
2014

 
2013

 
 
 
 
 
Common Shares
 
 
 
 
Balance at beginning of period
 
12,149

 
12,069

Shares issued on exercise of stock options
 
17

 
62

Balance at end of period
 
12,166

 
12,131

Preferred Shares
 
 

 
 

Balance at beginning of period
 
1,813

 
1,224

Shares issued under public offering, net of issue costs
 
442

 
589

Balance at end of period
 
2,255

 
1,813

Additional Paid-In Capital
 
 

 
 

Balance at beginning of period
 
401

 
379

Issuance of stock options, net of exercises
 
3

 
(4
)
Dilution impact from TC PipeLines, LP units issued
 

 
29

Redemption of subsidiary's preferred shares
 
(6
)
 

Balance at end of period
 
398

 
404

Retained Earnings
 
 

 
 

Balance at beginning of period
 
5,096

 
4,687

Net income attributable to controlling interests
 
876

 
846

Common share dividends
 
(680
)
 
(650
)
Preferred share dividends
 
(48
)
 
(37
)
Balance at end of period
 
5,244

 
4,846

Accumulated Other Comprehensive Loss
 
 

 
 

Balance at beginning of period
 
(934
)
 
(1,448
)
Other comprehensive (loss)/income
 
(25
)
 
88

Balance at end of period
 
(959
)
 
(1,360
)
Equity Attributable to Controlling Interests
 
19,104

 
17,834

Equity Attributable to Non-Controlling Interests
 
 

 
 

Balance at beginning of period
 
1,611

 
1,425

Net income attributable to non-controlling interests
 
 

 
 

TC PipeLines, LP
 
74

 
36

Preferred share dividends of TCPL
 
2

 
11

Portland
 
9

 
7

Other comprehensive income attributable to non-controlling interests
 
5

 
57

Issuance of TC PipeLines, LP units
 
 
 
 
Proceeds, net of issue costs
 

 
384

Decrease in TransCanada's ownership
 

 
(47
)
Distributions to non-controlling interests
 
(92
)
 
(70
)
Redemption of subsidiary's preferred shares
 
(194
)
 

Foreign exchange and other
 
(2
)
 
9

Balance at end of period
 
1,413

 
1,812

Total Equity
 
20,517

 
19,646

 
See accompanying notes to the condensed consolidated financial statements.




TRANSCANADA [ 40
SECOND QUARTER REPORT 2014


Notes to condensed consolidated financial statements
(unaudited)
 
1. Basis of presentation

These condensed consolidated financial statements of TransCanada Corporation (TransCanada or the Company) have been prepared by management in accordance with U.S. GAAP. The accounting policies applied are consistent with those outlined in TransCanada’s annual audited consolidated financial statements for the year ended December 31, 2013. Capitalized and abbreviated terms that are used but not otherwise defined herein are identified in TransCanada’s 2013 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 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 2013 audited consolidated financial statements included in TransCanada’s 2013 Annual Report. Certain comparative figures have been reclassified to conform with the current period’s presentation.
 
Earnings for interim periods may not be indicative of results for the fiscal year in the Company’s Natural Gas Pipelines segment due to the timing of regulatory decisions and seasonal fluctuations in short-term throughput volumes on U.S. pipelines.  Earnings for interim periods may also not be indicative of results for the fiscal year in the Company’s Energy segment due to the impact of seasonal weather conditions on customer demand and market pricing in certain of the Company’s investments in electrical power generation plants and non-regulated gas storage facilities.
 
USE OF ESTIMATES AND JUDGEMENTS
In preparing these financial statements, TransCanada is required to make estimates and assumptions that affect both the amount and timing of recording assets, liabilities, revenues and expenses since the determination of these items may be dependent on future events. The Company uses the most current information available and exercises careful judgement in making these estimates and assumptions. In the opinion of management, these condensed consolidated financial statements have been properly prepared within reasonable limits of materiality and within the framework of the Company’s significant accounting policies included in the consolidated financial statements for the year ended December 31, 2013, except as described in Note 2, Changes in accounting policies.

2. Changes in accounting policies

CHANGES IN ACCOUNTING POLICIES FOR 2014

Obligations resulting from joint and several liability arrangements
In February 2013, the FASB issued guidance for recognizing, measuring, and disclosing obligations resulting from joint and several liability arrangements when the total amount of the obligation is fixed at the reporting date. Debt arrangements, other contractual obligations, and settled litigation and judicial rulings are examples of these obligations. This new guidance was effective January 1, 2014. There was no material impact on the Company’s consolidated financial statements as a result of applying this new standard. 

Foreign currency matters - cumulative translation adjustment
In March 2013, the FASB issued amended guidance related to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business. This new guidance was effective prospectively from January 1, 2014 and will be applied for all applicable transactions after that date.

Unrecognized tax benefit
In July 2013, the FASB issued amended guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This new guidance was effective January 1, 2014. There was no material impact on the Company's consolidated financial statements as a result of applying this new standard.

FUTURE ACCOUNTING CHANGES

Reporting discontinued operations
In April 2014, the FASB issued amended guidance on the reporting of discontinued operations. The criteria of what will qualify as a discontinued operation has changed and there are expanded disclosures required. This new guidance is effective from January 1, 2015 and will be applied prospectively. The Company does not expect the adoption of this new standard to have a material impact on its consolidated financial statements.



TRANSCANADA [ 41
SECOND QUARTER REPORT 2014



Revenue from contracts with customers
In May 2014, the FASB issued new guidance on Revenue from Contracts with Customers. This guidance supersedes the current revenue recognition requirements and most industry-specific guidance. This new guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This new guidance is effective from January 1, 2017 with two methods in which the amendment can be applied: (1) retrospectively to each prior reporting period presented, or (2) retrospectively with the cumulative effect recognized at the date of initial application. Early application is not permitted. The Company is currently evaluating the impact of the adoption of this ASU and has not yet determined the effect on its consolidated financial statements.

3. Segmented information
 
three months ended June 30
 
Natural Gas Pipelines
 
Liquids Pipelines1
 
Energy
 
Corporate
 
Total
(unaudited - millions of Canadian $)
 
2014

 
2013

 
2014

 
2013

 
2014

 
2013

 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
1,154

 
1,031

 
366

 
278

 
714

 
700

 

 

 
2,234

 
2,009

Income from equity investments
 
37

 
29

 

 

 
31

 
124

 

 

 
68

 
153

Plant operating costs and other
 
(348
)
 
(339
)
 
(100
)
 
(82
)
 
(214
)
 
(210
)
 
(22
)
 
(17
)
 
(684
)
 
(648
)
Commodity purchases resold
 

 

 

 

 
(328
)
 
(283
)
 

 

 
(328
)
 
(283
)
Property taxes
 
(84
)
 
(77
)
 
(17
)
 
(10
)
 
(18
)
 
(19
)
 

 

 
(119
)
 
(106
)
Depreciation and amortization
 
(263
)
 
(245
)
 
(54
)
 
(37
)
 
(77
)
 
(69
)
 
(5
)
 
(5
)
 
(399
)
 
(356
)
Gain on sale of assets
 

 

 

 

 
108

 

 

 

 
108

 

Segmented earnings
 
496

 
399

 
195

 
149

 
216

 
243

 
(27
)
 
(22
)
 
880

 
769

Interest expense
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
(297
)
 
(252
)
Interest income and other
 
54

 
(11
)
Income before income taxes
 
637

 
506

Income tax expense
 
(165
)
 
(98
)
Net income
 
472

 
408

Net income attributable to non-controlling interests
 
(31
)
 
(23
)
Net income attributable to controlling interests
 
441

 
385

Preferred share dividends
 
(25
)
 
(20
)
Net income attributable to common shares
 
416

 
365


1
Previously Oil Pipelines.




TRANSCANADA [ 42
SECOND QUARTER REPORT 2014


six months ended June 30
 
Natural Gas Pipelines
 
Liquids Pipelines1
 
Energy
 
Corporate
 
Total
(unaudited - millions of Canadian $)
 
2014

 
2013

 
2014

 
2013

 
2014

 
2013

 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
2,369

 
2,188

 
725

 
549

 
2,024

 
1,524

 

 

 
5,118

 
4,261

Income from equity investments
 
89

 
69

 

 

 
114

 
177

 

 

 
203

 
246

Plant operating costs and other
 
(681
)
 
(657
)
 
(201
)
 
(161
)
 
(547
)
 
(420
)
 
(60
)
 
(51
)
 
(1,489
)
 
(1,289
)
Commodity purchases resold
 

 

 

 

 
(1,034
)
 
(659
)
 

 

 
(1,034
)
 
(659
)
Property taxes
 
(170
)
 
(155
)
 
(34
)
 
(23
)
 
(38
)
 
(37
)
 

 

 
(242
)
 
(215
)
Depreciation and amortization
 
(525
)
 
(498
)
 
(103
)
 
(74
)
 
(154
)
 
(143
)
 
(10
)
 
(8
)
 
(792
)
 
(723
)
Gain on sale of assets
 

 

 

 

 
108

 

 

 

 
108

 

Segmented earnings
 
1,082

 
947

 
387

 
291

 
473

 
442

 
(70
)
 
(59
)
 
1,872

 
1,621

Interest expense
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
(571
)
 
(510
)
Interest income and other
 
46

 
2

Income before income taxes
 
1,347

 
1,113

Income tax expense
 
(386
)
 
(213
)
Net income
 
961

 
900

Net income attributable to non-controlling interests
 
(85
)
 
(54
)
Net income attributable to controlling interests
 
876

 
846

Preferred share dividends
 
(48
)
 
(35
)
Net income attributable to common shares
 
828

 
811


1
Previously Oil Pipelines.

TOTAL ASSETS 
(unaudited - millions of Canadian $)
 
June 30, 2014

 
December 31, 2013

 
 
 
 
 
Natural Gas Pipelines
 
25,406

 
25,165

Liquids Pipelines1
 
14,189

 
13,253

Energy
 
13,580

 
13,747

Corporate
 
1,535

 
1,733

 
 
54,710

 
53,898

 

1
Previously Oil Pipelines.

4. Asset disposition

The sale of Cancarb Limited and its related power generation facility was completed on April 15, 2014 for aggregate gross proceeds of $190 million. TransCanada recognized a gain on the sale of $108 million ($99 million after tax) for the three and six months ended June 30, 2014. This gain has been presented separately on the consolidated statement of income.

5. Income taxes
 
At June 30, 2014, the total unrecognized tax benefit of uncertain tax positions was approximately $20 million (December 31, 2013 - $23 million). TransCanada recognizes interest and penalties related to income tax uncertainties in income tax expense. Included in net tax expense for the three and six months ended June 30, 2014 is $1 million and nil, respectively, of income for the reversal of interest expense and nil for penalties (June 30, 2013 - nil and $1 million, respectively, of interest expense and nil for penalties). At June 30, 2014, the Company had $6 million accrued for interest expense and nil accrued for penalties (December 31, 2013 - $6 million accrued for interest expense and nil for penalties).
 
The effective tax rates for the six-month periods ended June 30, 2014 and 2013 were 29 per cent and 19 per cent, respectively. The higher effective tax rate in 2014 compared to 2013 was primarily the result of the impact of the 2013 NEB decision (RH-003-2011), changes in the proportion of income earned between Canadian and foreign jurisdictions as well as higher flow-through taxes in 2014 on Canadian regulated pipelines, partially offset by the disposition of Cancarb Limited in 2014.




TRANSCANADA [ 43
SECOND QUARTER REPORT 2014


6. Long-term debt

In the three and six months ended June 30, 2014, TransCanada capitalized interest related to capital projects of $63 million and $142 million, respectively (2013 - $60 million and $115 million, respectively).

LONG-TERM DEBT ISSUED
Amount
 
 
 
 
 
 
 
 
(unaudited - millions of $)
 
Type
 
Maturity date
 
Interest rate

 
Date issued
 
 
 
 
 
 
 
 
 
US$1,250
 
Senior unsecured notes
 
March 1, 2034
 
4.625
%
 
February 2014

LONG-TERM DEBT RETIRED
Amount
 
 
 
 
 
 
(unaudited - millions of Canadian $)
 
Type
 
Retirement date
 
Interest rate

 
 
 
 
 
 
 
$450
 
Medium term notes
 
January 2014
 
5.65
%
$300
 
Medium term notes
 
February 2014
 
5.05
%
$125
 
Debenture
 
June 2014
 
11.10
%
$53
 
Debenture
 
June 2014
 
11.20
%

7. Equity and share capital

PREFERRED SHARE ISSUANCE
In January 2014, TransCanada completed a public offering of 18 million Series 9 cumulative redeemable first preferred shares at $25 per share resulting in gross proceeds of $450 million. The holders of the Series 9 preferred shares are entitled to receive fixed cumulative dividends at an annual rate of $1.0625 per share, payable quarterly. The dividend rate will reset on October 30, 2019 and every five years thereafter to a yield per annum equal to the sum of the then five-year Government of Canada bond yield and 2.35 per cent. The preferred shares are redeemable by TransCanada on or after October 30, 2019 and on October 30 of every fifth year thereafter at a price of $25 per share plus accrued and unpaid dividends.
 
The Series 9 preferred shareholders will have the right to convert their shares into Series 10 cumulative redeemable first preferred shares on October 30, 2019 and on October 30 of every fifth year thereafter. The holders of Series 10 preferred shares will be entitled to receive quarterly floating rate cumulative dividends at a yield per annum equal to the sum of the then 90-day Government of Canada treasury bill rate and 2.35 per cent.

PREFERRED SHARE REDEMPTION
On March 5, 2014, TCPL redeemed all of the four million outstanding 5.60 per cent cumulative redeemable first preferred shares Series Y at a price of $50 per share plus $0.2455 representing accrued and unpaid dividends to the redemption date.

8. Other comprehensive income/(loss) and accumulated other comprehensive loss

Components of other comprehensive income/(loss) including non-controlling interests and the related tax effects are as follows: 
three months ended June 30, 2014
 
Before tax


Income tax
recovery/


Net of tax

(unaudited - millions of Canadian $)
 
amount


(expense)


amount

 
 
 
 
 
 
 
Foreign currency translation gains and losses on net investment in foreign operations
 
(140
)
 
(50
)
 
(190
)
Change in fair value of net investment hedges
 
107

 
(28
)
 
79

Change in fair value of cash flow hedges
 
(9
)
 
5

 
(4
)
Reclassification to net income of gains and losses on cash flow hedges
 
4

 
(2
)
 
2

Reclassification to net income of actuarial gains and losses and prior service costs on pension and other post-retirement benefit plans
 
7

 
(2
)
 
5

Other comprehensive income on equity investments
 
1

 
1

 
2

Other comprehensive loss
 
(30
)
 
(76
)
 
(106
)



TRANSCANADA [ 44
SECOND QUARTER REPORT 2014


three months ended June 30, 2013
 
Before tax

 
Income tax
recovery/

 
Net of tax

(unaudited - millions of Canadian $)
 
amount

 
(expense)

 
amount

 
 
 
 
 
 
 
Foreign currency translation gains and losses on net investment in foreign operations
 
170

 
55

 
225

Change in fair value of net investment hedges
 
(182
)
 
47

 
(135
)
Change in fair value of cash flow hedges
 
(68
)
 
24

 
(44
)
Reclassification to net income of gains and losses on cash flow hedges
 
18

 
(7
)
 
11

Reclassification to net income of actuarial gains and losses and prior service costs on pension and other post-retirement benefit plans
 
7

 
(1
)
 
6

Other comprehensive loss on equity investments
 
(3
)
 
1

 
(2
)
Other comprehensive (loss)/income
 
(58
)
 
119

 
61

six months ended June 30, 2014
 
Before tax

 
Income tax
recovery/

 
Net of tax

(unaudited - millions of Canadian $)
 
amount

 
(expense)

 
amount

 
 
 
 
 
 
 
Foreign currency translation gains and losses on net investment in foreign operations
 
51

 
(1
)
 
50

Change in fair value of net investment hedges
 
(64
)
 
16

 
(48
)
Change in fair value of cash flow hedges
 
42

 
(15
)
 
27

Reclassification to net income of gains and losses on cash flow hedges
 
(99
)
 
39

 
(60
)
Reclassification to net income of actuarial gains and losses and prior service costs on pension and other post-retirement benefit plans
 
13

 
(4
)
 
9

Other comprehensive income on equity investments
 
1

 
1

 
2

Other comprehensive (loss)/income
 
(56
)
 
36

 
(20
)
six months ended June 30, 2013
 
Before tax

 
Income tax
recovery/

 
Net of tax

(unaudited - millions of Canadian $)
 
amount

 
(expense)

 
amount

 
 
 
 
 
 
 
Foreign currency translation gains and losses on net investment in foreign operations
 
247

 
89

 
336

Change in fair value of net investment hedges
 
(248
)
 
64

 
(184
)
Change in fair value of cash flow hedges
 
(30
)
 
7

 
(23
)
Reclassification to net income of gains and losses on cash flow hedges
 
11

 
(4
)
 
7

Reclassification to net income of actuarial gains and losses and prior service costs on pension and other post-retirement benefit plans
 
17

 
(5
)
 
12

Other comprehensive loss on equity investments
 
(4
)
 
1

 
(3
)
Other comprehensive (loss)/income
 
(7
)
 
152

 
145


The changes in accumulated other comprehensive loss by component are as follows:
three months ended June 30, 2014
 
Currency
translation

 
Cash flow

 
Pension and
OPEB plan

 
Equity

 
 
(unaudited - millions of Canadian $)
 
adjustments

 
hedges

 
adjustments

 
Investments

 
Total1

 
 
 
 
 
 
 
 
 
 
 
AOCI balance at April 1, 2014
 
(560
)
 
(35
)
 
(193
)
 
(104
)
 
(892
)
Other comprehensive loss before reclassifications2
 
(72
)
 
(4
)
 

 

 
(76
)
Amounts reclassified from accumulated other comprehensive loss3
 

 
2

 
5

 
2

 
9

Net current period other comprehensive (loss)/income
 
(72
)
 
(2
)
 
5

 
2

 
(67
)
AOCI balance at June 30, 2014
 
(632
)
 
(37
)
 
(188
)
 
(102
)
 
(959
)

1
All amounts are net of tax. Amounts in parentheses indicate losses recorded to OCI.
2
Other comprehensive income before reclassifications on currency translation adjustments is net of non-controlling interest losses of $39 million.
3
Gains 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 $9 million ($4 million, net of tax) at June 30, 2014. 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.




TRANSCANADA [ 45
SECOND QUARTER REPORT 2014


six months ended June 30, 2014
 
Currency
translation

 
Cash flow

 
Pension and
OPEB plan

 
Equity

 
 
(unaudited - millions of Canadian $)
 
adjustments

 
hedges

 
adjustments

 
Investments

 
Total1

 
 
 
 
 
 
 
 
 
 
 
AOCI balance at January 1, 2014
 
(629
)
 
(4
)
 
(197
)
 
(104
)
 
(934
)
Other comprehensive (loss)/income before reclassifications2
 
(3
)
 
27

 

 

 
24

Amounts reclassified from accumulated other comprehensive loss3
 

 
(60
)
 
9

 
2

 
(49
)
Net current period other comprehensive (loss)/income
 
(3
)
 
(33
)
 
9

 
2

 
(25
)
AOCI balance at June 30, 2014
 
(632
)
 
(37
)
 
(188
)
 
(102
)
 
(959
)

1
All amounts are net of tax. Amounts in parentheses indicate losses recorded to OCI.
2
Other comprehensive (loss)/income before reclassifications on currency translation adjustments is net of non-controlling interest gains of $5 million.
3
Losses related to cash flow hedges reported in AOCI and expected to be reclassified to net income in the next 12 months are estimated to be $9 million ($4 million, net of tax) at June 30, 2014. 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.

Details about reclassifications out of accumulated other comprehensive loss are as follows: 
 
 
Amounts reclassified from
accumulated other comprehensive loss
1
 
Affected line item
in the condensed
consolidated statement of income
(unaudited - millions of Canadian $)
 
three months ended June 30, 2014
 
six months ended June 30, 2014
 
 
 
 
 
 
 
 
Cash flow hedges
 
 
 
 
 
 
Power and natural gas
 
(1
)
 
107

 
Revenue (Energy)
Interest
 
(3
)
 
(8
)
 
Interest expense
 
 
(4
)
 
99

 
Total before tax
 
 
2

 
(39
)
 
Income tax expense
 
 
(2
)
 
60

 
Net of tax
Pension and other post-retirement plan adjustments
 
 

 
 

 
 
Amortization of actuarial loss and past service cost 2
 
(7
)
 
(13
)
 
Total before tax
 
 
2

 
4

 
Income tax expense
 
 
(5
)
 
(9
)
 
Net of tax
Equity Investments
 
 

 
 

 
 
Equity income
 
(1
)
 
(1
)
 
Income from Equity Investments
 
 
(1
)
 
(1
)
 
Income tax expense
 
 
(2
)
 
(2
)
 
Net of tax

1
All amounts in parentheses indicate expenses to the condensed consolidated statement of income.
2
These accumulated other comprehensive loss components are included in the computation of net benefit cost. Refer to Note 9 for additional detail.




TRANSCANADA [ 46
SECOND QUARTER REPORT 2014


9. Employee post-retirement benefits
 
The net benefit cost recognized for the Company’s defined benefit pension plans and other post-retirement benefit plans is as follows:
 
 
three months ended June 30
 
six months ended June 30
 
 
Pension benefit plans
 
Other post-retirement benefit plans
 
Pension benefit plans
 
Other post-retirement benefit plans
(unaudited - millions of Canadian $)
 
2014

 
2013

 
2014

 
2013

 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service cost
 
21

 
22

 

 

 
43

 
41

 
1

 
1

Interest cost
 
28

 
23

 
3

 
2

 
56

 
47

 
5

 
4

Expected return on plan assets
 
(34
)
 
(29
)
 
(1
)
 
(1
)
 
(69
)
 
(58
)
 
(1
)
 
(1
)
Amortization of actuarial loss
 
6

 
6

 

 

 
11

 
15

 
1

 
1

Amortization of past service cost
 
1

 
1

 

 

 
1

 
1

 

 

Amortization of regulatory asset
 
4

 
8

 

 
1

 
9

 
15

 

 
1

Amortization of transitional obligation related to regulated business
 

 

 
1

 
1

 

 

 
1

 
1

Net benefit cost recognized
 
26

 
31

 
3

 
3

 
51

 
61

 
7

 
7

 

10. Risk management and financial instruments
 
RISK MANAGEMENT OVERVIEW
TransCanada has exposure to counterparty credit risk and market risk, and has strategies, policies and limits in place to manage the impact of these risks on earnings, cash flow and, ultimately, shareholder value.

COUNTERPARTY CREDIT RISK
TransCanada’s maximum counterparty credit exposure with respect to financial instruments at the balance sheet date, without taking into account security held, consisted of accounts receivable, portfolio investments recorded at fair value, the fair value of derivative assets and notes, and loans and advances receivable. The majority of counterparty credit exposure is with counterparties that are investment grade or the exposure is supported by financial assurances provided by investment grade parties. The Company regularly reviews its accounts receivable and records an allowance for doubtful accounts as necessary using the specific identification method. At June 30, 2014, there were no significant amounts past due or impaired, and there were no significant credit losses during the period.
 
At June 30, 2014, the Company had a credit risk concentration of $211 million (December 31, 2013 - $240 million) due from one counterparty. This amount is expected to be fully collectible and is secured by a guarantee from the counterparty’s investment grade parent company.
 
NET INVESTMENT IN FOREIGN OPERATIONS
The Company hedges its net investment in foreign operations (on an after-tax basis) with U.S. dollar-denominated debt, cross-currency interest rate swaps, foreign exchange forward contracts and foreign exchange options.
 
U.S. dollar-denominated debt designated as a net investment hedge
(unaudited - millions of Canadian $)

June 30, 2014

December 31, 2013
 
 
 
 
 
Carrying value

15,600 (US 14,600)
 
14,200 (US 13,400)
Fair value

18,200 (US 17,100)
 
16,000 (US 15,000)
 



TRANSCANADA [ 47
SECOND QUARTER REPORT 2014


Derivatives designated as a net investment hedge
 
 
June 30, 2014
 
December 31, 2013
(unaudited - millions of Canadian $)

Fair Value1


Notional or principal amount

Fair value1


Notional or principal amount
 
 
 
 
 
 
 
 
 
Asset/(liability)








U.S. dollar cross-currency interest rate swaps

 

 

 

 
(maturing 2014 to 2019)2

(186
)
 
US 3,250
 
(201
)
 
US 3,800
U.S. dollar foreign exchange forward contracts

 

 
 
 
 

 
 
(maturing 2014)

(14
)
 
US 300
 
(11
)
 
US 850
 

(200
)
 
US 3,550
 
(212
)
 
US 4,650

1
Fair values equal carrying values.
2
Net income in the three and six months ended June 30, 2014 included net realized gains of $5 million and $11 million, respectively, (2013 - gains of $7 million and $14 million, respectively) related to the interest component of cross-currency swaps which is included in interest expense.

Balance sheet presentation of net investment hedges

The balance sheet classification of the fair value of derivatives used to hedge the Company's net investment in foreign operations is as follows: 
(unaudited - millions of Canadian $)
 
June 30, 2014

 
December 31, 2013

 
 
 
 
 
Other current assets
 
5

 
5

Intangible and other assets
 
1

 

Accounts payable and other
 
(57
)
 
(50
)
Other long-term liabilities
 
(149
)
 
(167
)
 
 
(200
)
 
(212
)

FINANCIAL INSTRUMENTS

Non-derivative financial instruments

Fair value of non-derivative financial instruments
The fair value of the Company's notes receivables is calculated by discounting future payments of interest and principal using forward interest rates. The fair value of long-term debt is estimated using an income approach based on quoted market prices for the same or similar debt instruments from external data service providers. The fair value of available for sale assets has been calculated using quoted market prices where available. Credit risk has been taken into consideration when calculating the fair value of non-derivative instruments.

Certain non-derivative financial instruments included in cash and cash equivalents, accounts receivable, intangible and other assets, notes payable, accounts payable and other, accrued interest and other long-term liabilities have carrying amounts that equal their fair value due to the nature of the item or the short time to maturity and would be classified in Level II of the fair value hierarchy.

Balance sheet presentation of non-derivative financial instruments
The following table details the fair value of the non-derivative financial instruments, excluding those where carrying amounts equal fair value, and would be classified in Level II of the fair value hierarchy: 
 
 
June 30, 2014
 
December 31, 2013
(unaudited - millions of Canadian $)
 
Carrying
amount1

 
Fair
value

 
Carrying
amount1

 
Fair
value

 
 
 
 
 
 
 
 
 
Notes receivable and other1
 
196

 
235

 
226

 
269

Available for sale assets2
 
46

 
46

 
47

 
47

Current and long-term debt3,4
 
(23,292
)
 
(27,819
)
 
(22,865
)
 
(26,134
)
Junior subordinated notes
 
(1,067
)
 
(1,111
)
 
(1,063
)
 
(1,093
)
 
 
(24,117
)
 
(28,649
)
 
(23,655
)
 
(26,911
)

1
Notes receivable are included in other current assets and intangible and other assets on the condensed consolidated balance sheet.
2
Available for sale assets are included in intangible and other assets on the condensed consolidated balance sheet.



TRANSCANADA [ 48
SECOND QUARTER REPORT 2014


3
Long-term debt is recorded at amortized cost, except for US$300 million (December 31, 2013 - US$200 million) that is attributed to hedged risk and recorded at fair value.
4
Consolidated net income for the three and six months ended June 30, 2014 included gains of $1 million and losses of $5 million, respectively, (2013 - gains of $3 million and losses of $7 million, respectively) for fair value adjustments attributable to the hedged interest rate risk associated with interest rate swap fair value hedging relationships on US$300 million of long-term debt at June 30, 2014 (December 31, 2013 - US$200 million). There were no other unrealized gains or losses from fair value adjustments to the non-derivative financial instruments.

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 current market rates and applies a discounted cash flow valuation model. The fair value of power and natural gas derivatives and available for sale assets 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. Credit risk has been taken into consideration when calculating the fair value of derivative instruments.

Where possible, derivative instruments are designated as hedges, but 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 and are accounted for at fair value with changes in fair value recorded in net income in the period of change. This may expose the Company to increased variability in reported earnings because the fair value of the derivative instruments can fluctuate significantly from period to period.

Balance sheet presentation of derivative instruments
The balance sheet classification of the fair value of the derivative instruments is as follows:
(unaudited - millions of Canadian $)
 
June 30, 2014

 
December 31, 2013

 
 
 
 
 
Other current assets
 
354

 
395

Intangible and other assets
 
127

 
112

Accounts payable and other
 
(404
)
 
(357
)
Other long-term liabilities
 
(236
)
 
(255
)
 
 
(159
)
 
(105
)



TRANSCANADA [ 49
SECOND QUARTER REPORT 2014



2014 derivative instruments summary
The following summary does not include hedges of our net investment in foreign operations.
(unaudited - millions of Canadian $, unless noted otherwise)
 
Power

 
Natural
gas

 
Foreign
exchange

 
Interest

 
 
 
 
 
 
 
 
 
Derivative instruments held for trading1
 
 
 
 
 
 
 
 
Fair values2,3
 
 
 
 
 
 
 
 
Assets
 

$314

 

$51

 

$14

 

$5

Liabilities
 

($320
)
 

($70
)
 

($2
)
 

($5
)
Notional values3
 
 

 
 

 
 

 
 

Volumes4
 
 

 
 

 
 

 
 

Purchases
 
41,098

 
99

 

 

Sales
 
39,010

 
50

 

 

U.S. dollars
 

 

 
US 1,516

 
US 100

Net unrealized gains/(losses) in the period5
 
 

 
 

 
 

 
 

three months ended June 30, 2014
 

$6

 

($14
)
 

$25

 

$—

six months ended June 30, 2014
 

$15

 

($21
)
 

$23

 

$—

Net realized (losses)/gains in the period5
 
 

 
 

 
 

 
 

three months ended June 30, 2014
 

($3
)
 

($4
)
 

($1
)
 

$—

six months ended June 30, 2014
 

($31
)
 

$46

 

($18
)
 

$—

Maturity dates3
 
2014-2017

 
2014-2020

 
2014

 
2016

Derivative instruments in hedging relationships6,7
 
 

 
 

 
 

 
 

Fair values2,3
 
 

 
 

 
 

 
 

Assets
 

$86

 

$—

 

$—

 

$5

Liabilities
 

($35
)
 

$—

 

$—

 

($2
)
Notional values3
 
 

 
 

 
 

 
 

Volumes4
 
 

 
 

 
 

 
 

Purchases
 
10,102

 

 

 

Sales
 
6,034

 

 

 

U.S. dollars
 

 

 

 
US 450

Net realized (losses)/gains in the period5
 
 

 
 

 
 

 
 

three months ended June 30, 2014
 

($4
)
 

$—

 

$—

 

$1

six months ended June 30, 2014
 

$188

 

$—

 

$—

 

$2

Maturity dates3
 
2014-2018

 

 

 
2015-2018


1
All derivative instruments held for trading have been entered into for risk management purposes and 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.
2
Fair values equal carrying values.
3
As at June 30, 2014.
4
Volumes for power and natural gas derivatives are in GWh and Bcf, respectively.
5
Realized and unrealized gains and losses on held for trading derivative instruments used to purchase and sell power and natural gas are included net in revenues. Realized and unrealized gains and losses on interest rate and foreign exchange derivative financial instruments held for trading are included in interest expense and interest income and other, respectively. The effective portion of the change in fair value of derivative instruments in hedging relationships is initially recognized in OCI and reclassified to revenues, interest expense and interest income and other, as appropriate, as the original hedged item settles.
6
All hedging relationships are designated as cash flow hedges except for interest rate derivative financial instruments designated as fair value hedges with a fair value of $5 million and a notional amount of US$300 million as at June 30, 2014. For the three and six months ended June 30, 2014, net realized gains on fair value hedges were $2 million and $3 million, respectively, and were included in interest expense. For the three and six months ended June 30, 2014, the Company did not record any amounts in net income related to ineffectiveness for fair value hedges.
7
For the three and six months ended June 30, 2014, there were no gains or losses included in net income for discontinued cash flow hedges where it was probable that the anticipated transaction would not occur.



TRANSCANADA [ 50
SECOND QUARTER REPORT 2014



2013 derivative instruments summary
The following summary does not include hedges of our net investment in foreign operations.
(unaudited - millions of Canadian $, unless noted otherwise)
 
Power

 
Natural
gas

 
Foreign
exchange

 
 Interest

 
 
 
 
 
 
 
 
 
Derivative instruments held for trading1
 
 
 
 
 
 
 
 
Fair values2,3
 
 
 
 
 
 
 
 
Assets
 

$265

 

$73

 

$—

 

$8

Liabilities
 

($280
)
 

($72
)
 

($12
)
 

($7
)
Notional values3
 
 

 
 

 
 

 
 
Volumes4
 
 

 
 

 
 

 
 
Purchases
 
29,301

 
88

 

 

Sales
 
28,534

 
60

 

 

Canadian dollars
 

 

 

 
400

U.S. dollars
 

 

 
US 1,015

 
US 100

Net unrealized gains/(losses) in the period5
 
 

 
 

 
 

 
 
three months ended June 30, 2013
 

$5

 

($21
)
 

($10
)
 

$—

six months ended June 30, 2013
 

($3
)
 

($12
)
 

($16
)
 

$—

Net realized losses in the period5
 
 

 
 

 
 

 
 
three months ended June 30, 2013
 

($29
)
 

($5
)
 

($6
)
 

$—

six months ended June 30, 2013
 

($36
)
 

($7
)
 

($7
)
 

$—

Maturity dates3
 
2014-2017

 
2014-2016

 
2014

 
2014-2016

Derivative instruments in hedging relationships 6,7
 
 

 
 

 
 
 
 

Fair values2,3
 
 

 
 

 
 
 
 

Assets
 

$150

 

$—

 

$—

 

$6

Liabilities
 

($22
)
 

$—

 

($1
)
 

($1
)
Notional values3
 
 

 
 

 
 
 
 

Volumes4
 
 

 
 

 
 
 
 

Purchases
 
9,758

 

 

 

Sales
 
6,906

 

 

 

U.S. dollars
 

 

 
US 16

 
US 350

Net realized (losses)/gains in the period5
 
 

 
 

 
 

 
 
three months ended June 30, 2013
 

($84
)
 

($1
)
 

$—

 

$2

six months ended June 30, 2013
 

($11
)
 

($1
)
 

$—

 

$4

Maturity dates3
 
2014-2018

 

 
2014

 
2015-2018

 
1
All derivative instruments held for trading have been entered into for risk management purposes and 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.
2
Fair values equal carrying values.
3
As at December 31, 2013.
4
Volumes for power and natural gas derivatives are in GWh and Bcf, respectively.
5
Realized and unrealized gains and losses on held for trading derivative instruments used to purchase and sell power and natural gas are included net in revenues. Realized and unrealized gains and losses on interest rate and foreign exchange derivative financial instruments held for trading are included in interest expense and interest income and other, respectively. The effective portion of change in fair value of derivative instruments in hedging relationships is initially recognized in OCI and reclassified to revenues, interest expense and interest income and other, as appropriate, as the original hedged item settles.
6
All hedging relationships are designated as cash flow hedges except for interest rate derivative financial instruments designated as fair value hedges with a fair value of $5 million and a notional amount of US$200 million as at December 31, 2013. Net realized gains on fair value hedges for the three and six months ended June 30, 2013 were $2 million and $4 million, respectively, and were included in interest expense. For the three and six months ended June 30, 2013, the Company did not record any amounts in net income related to ineffectiveness for fair value hedges.
7
For the three and six months ended June 30, 2013, there were no gains or losses included in net income for discontinued cash flow hedges where it was probable that the anticipated transaction would not occur.




TRANSCANADA [ 51
SECOND QUARTER REPORT 2014


Derivatives in cash flow hedging relationships
The components of OCI (Note 8) related to derivatives in cash flow hedging relationships are as follows: 
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of Canadian $, pre-tax)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Change in fair value of derivative instruments recognized in OCI (effective portion)
 
 
 
 
 
 
 
 
Power
 
(7
)
 
(70
)
 
34

 
(34
)
Natural gas
 
(1
)
 

 
(1
)
 

Foreign exchange
 

 
2

 
10

 
4

Interest
 
(1
)
 

 
(1
)
 

 
 
(9
)
 
(68
)
 
42

 
(30
)
Reclassification of (losses)/gains on derivative instruments from AOCI to net income (effective portion)1
 
 
 
 
 
 
 
 
Power2
 
(1
)
 
12

 
(109
)
 
1

Natural gas
 
2

 
2

 
2

 
2

Interest
 
3

 
4

 
8

 
8

 
 
4

 
18

 
(99
)
 
11

Gains/(losses) on derivative instruments recognized in earnings (ineffective portion)
 
 
 
 
 
 
 
 
Power
 
3

 
(2
)
 
(10
)
 
(7
)
 
 
3

 
(2
)
 
(10
)
 
(7
)

1
No amounts have been excluded from the assessment of hedge effectiveness. Amounts in parentheses indicate losses recorded to OCI.
2
Reported within Energy revenues on 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. TransCanada has no master netting agreements, however, similar contracts are entered into containing rights to offset. The Company has elected to present the fair value of derivative instruments with the right to offset on a gross basis in the balance sheet. The following table shows the impact on the presentation of the fair value of derivative instrument assets and liabilities had the Company elected to present these contracts on a net basis:
at June 30, 2014
 
Gross derivative instruments presented on the balance sheet

 
Amounts available for offset1

 
Net amounts

(unaudited - millions of Canadian $)
 
 
 
 
 
 
 
 
 
 
Derivative - Asset
 
 
 
 
 
 
Power
 
400

 
(317
)
 
83

Natural gas
 
51

 
(50
)
 
1

Foreign exchange
 
20

 
(20
)
 

Interest
 
10

 
(1
)
 
9

Total
 
481

 
(388
)
 
93

Derivative - Liability
 
 

 
 

 
 

Power
 
(355
)
 
317

 
(38
)
Natural gas
 
(70
)
 
50

 
(20
)
Foreign exchange
 
(208
)
 
20

 
(188
)
Interest
 
(7
)
 
1

 
(6
)
Total
 
(640
)
 
388

 
(252
)
 
1
Amounts available for offset do not include cash collateral pledged or received.

With respect to all financial arrangements, including the derivative instruments presented above, as at June 30, 2014, the Company had provided cash collateral of $164 million and letters of credit of $18 million to its counterparties. The Company held $1 million in letters of credit on asset exposures at June 30, 2014



TRANSCANADA [ 52
SECOND QUARTER REPORT 2014


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 as at December 31, 2013:
at December 31, 2013
 
Gross derivative instruments presented on the balance sheet

 
Amounts available for offset1

 
Net amounts

(unaudited - millions of Canadian $)
 
 
 
 
 
 
 
 
 
 
Derivative - Asset
 
 
 
 
 
 
Power
 
415

 
(277
)
 
138

Natural gas
 
73

 
(61
)
 
12

Foreign exchange
 
5

 
(5
)
 

Interest
 
14

 
(2
)
 
12

Total
 
507

 
(345
)
 
162

Derivative - Liability
 
 

 
 

 
 

Power
 
(302
)
 
277

 
(25
)
Natural gas
 
(72
)
 
61

 
(11
)
Foreign exchange
 
(230
)
 
5

 
(225
)
Interest
 
(8
)
 
2

 
(6
)
Total
 
(612
)
 
345

 
(267
)
 
1
Amounts available for offset do not include cash collateral pledged or received.

With respect to all financial arrangements, including the derivative instruments presented above as at December 31, 2013, the Company had provided cash collateral of $67 million and letters of credit of $85 million to its counterparties. The Company held $11 million in cash collateral and $32 million in letters of credit on asset exposures at December 31, 2013.
 
Credit risk related contingent features of derivative instruments
Derivative contracts entered into to manage market risk often contain financial assurance provisions that allow parties to the contracts to manage credit risk. These provisions may require collateral to be provided if a credit risk related contingent event occurs, such as a downgrade in the Company’s credit rating to non-investment grade.
 
Based on contracts in place and market prices at June 30, 2014, the aggregate fair value of all derivative instruments with credit risk related contingent features that were in a net liability position was $17 million (December 31, 2013 - $16 million), for which the Company had provided collateral in the normal course of business of nil (December 31, 2013 - nil). If the credit risk related contingent features in these agreements were triggered on June 30, 2014, the Company would have been required to provide collateral of $17 million (December 31, 2013 - $16 million) to its counterparties. Collateral may also need to be provided should the fair value of derivative instruments exceed pre-defined contractual exposure limit thresholds.
 
The Company feels it has sufficient liquidity in the form of cash and undrawn committed revolving bank lines to meet these contingent obligations should they arise.
 



TRANSCANADA [ 53
SECOND QUARTER REPORT 2014


FAIR VALUE HIERARCHY
The Company’s assets and liabilities recorded at fair value have been classified into three categories based on the 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.
Level II
Valuation based on the extrapolation of inputs, other than quoted prices included within Level I, for which all significant inputs are observable directly or indirectly.
 
Inputs include published exchange rates, interest rates, interest rate swap curves, yield curves and broker quotes from external data service providers.
 
This category includes interest rate and foreign exchange derivative assets and liabilities where fair value is determined using the income approach and power and natural gas commodity derivatives where fair value is determined using the market approach.
 
Transfers between Level I and Level II would occur when there is a change in market circumstances.
Level III
Valuation of assets and liabilities measured on a recurring basis using a market approach based on inputs that are unobservable and significant to the overall fair value measurement. This category includes long-dated commodity transactions in certain markets where liquidity is low. Long-term electricity prices are estimated using a third-party modeling tool which takes into account physical operating characteristics of generation facilities in the markets in which we operate.
 
Model inputs include market fundamentals such as fuel prices, power supply additions and retirements, power demand, seasonal hydro conditions and transmission constraints. Long-term North American natural gas prices are based on a view of future natural gas supply and demand, as well as exploration and development costs. Significant decreases in fuel prices or demand for electricity or natural gas, or increases in the supply of electricity or natural gas is expected to or may result in a lower fair value measurement of contracts included in Level III.
 
Assets and liabilities measured at fair value can fluctuate between Level II and Level III depending on the proportion of the value of the contract that extends beyond the time frame for which inputs are considered to be observable. As contracts near maturity and observable market data becomes available, they are transferred out of Level III and into Level II.
 
The fair value of the Company’s assets and liabilities measured on a recurring basis, including both current and non-current portions, are categorized as follows:
at June 30, 2014
 
Quoted prices in active markets


Significant other observable inputs


Significant unobservable inputs




(unaudited - millions of Canadian $, pre-tax)
 
(Level I)1


(Level II)1


(Level III)1


Total

 
 
 
 
 
 
 
 
 
Derivative instrument assets:
 
 
 
 
 
 
 
 
Power commodity contracts
 

 
396

 
4

 
400

Natural gas commodity contracts
 
33

 
18

 

 
51

Foreign exchange contracts
 

 
20

 

 
20

Interest rate contracts
 

 
10

 

 
10

Derivative instrument liabilities:
 
 

 
 

 
 

 
 

Power commodity contracts
 

 
(352
)
 
(3
)
 
(355
)
Natural gas commodity contracts
 
(32
)
 
(36
)
 
(2
)
 
(70
)
Foreign exchange contracts
 

 
(208
)
 

 
(208
)
Interest rate contracts
 

 
(7
)
 

 
(7
)
Non-derivative financial instruments:
 
 
 
 
 
 
 
 
Available for sale assets
 

 
46

 

 
46

 
 
1

 
(113
)
 
(1
)
 
(113
)

1
There were no transfers from Level I to Level II or from Level II to Level III for the six months ended June 30, 2014.




TRANSCANADA [ 54
SECOND QUARTER REPORT 2014


The fair value of the Company’s assets and liabilities measured on a recurring basis, including both current and non-current portions for 2013, are categorized as follows:
at December 31, 2013
 
Quoted prices in active markets

 
Significant other observable inputs

 
Significant unobservable inputs

 
 
(unaudited - millions of Canadian $, pre-tax)
 
(Level I)1

 
(Level II)1

 
(Level III)1

 
Total

 
 
 
 
 
 
 
 
 
Derivative instrument assets:
 
 
 
 
 
 
 
 
Power commodity contracts
 

 
411

 
4

 
415

Natural gas commodity contracts
 
48

 
25

 

 
73

Foreign exchange contracts
 

 
5

 

 
5

Interest rate contracts
 

 
14

 

 
14

Derivative instrument liabilities:
 
 

 
 

 
 

 
 

Power commodity contracts
 

 
(299
)
 
(3
)
 
(302
)
Natural gas commodity contracts
 
(50
)
 
(22
)
 

 
(72
)
Foreign exchange contracts
 

 
(230
)
 

 
(230
)
Interest rate contracts
 

 
(8
)
 

 
(8
)
Non-derivative financial instruments:
 
 
 
 
 
 
 
 
Available for sale assets
 

 
47

 

 
47

 
 
(2
)
 
(57
)
 
1

 
(58
)

1
There were no transfers from Level I to Level II or from Level II to Level III for the year ended December 31, 2013.

The following table presents the net change in fair value of derivative assets and liabilities classified as Level III of the fair value hierarchy:
 
 
Derivatives1
 
 
three months ended June 30
 
six months ended June 30
(unaudited - millions of Canadian $, pre-tax)
 
2014

 
2013

 
2014

 
2013

 
 
 
 
 
 
 
 
 
Balance at beginning of period
 
1

 
1

 
1

 
(2
)
Settlements
 

 
1

 

 
1

Transfers out of Level III
 

 
(1
)
 

 
(1
)
Total losses included in net income
 
(2
)
 

 
(2
)
 

Total (losses)/gains included in OCI
 

 
(1
)
 

 
2

Balance at end of period
 
(1
)
 

 
(1
)
 


1
For the three and six months ended June 30, 2014, energy revenues include unrealized losses attributed to derivatives in the Level III category that were still held at the reporting date of $2 million (2013 - nil).

A 10 per cent increase or decrease in commodity prices, with all other variables held constant, would result in a $4 million decrease or increase, respectively, in the fair value of outstanding derivative instruments included in Level III as at June 30, 2014

11. Contingencies and guarantees
 
TransCanada and its subsidiaries are subject to various legal proceedings, arbitrations and actions arising in the normal course of business.  While the final outcome of such legal proceedings and actions cannot be predicted with certainty, it is the opinion of management that the resolution of such proceedings and actions will not have a material impact on the Company’s consolidated financial position or results of operations.

GUARANTEES
TransCanada and its joint venture partner on Bruce Power, BPC Generation Infrastructure Trust (BPC), have each severally guaranteed certain contingent financial obligations of Bruce B related to a lease agreement and contractor and supplier services. In addition, TransCanada and BPC have each severally guaranteed one-half of certain contingent financial obligations of Bruce A related to a sublease agreement and certain other financial obligations. The Company’s exposure under certain of these guarantees is unlimited.
 
In addition to the guarantees for Bruce Power, 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 related primarily to delivery



TRANSCANADA [ 55
SECOND QUARTER REPORT 2014


of natural gas, PPA payments and the payment of liabilities. For certain of these entities, any payments made by TransCanada under these guarantees in excess of its ownership interest are to be reimbursed by its partners.
 
The carrying value of these guarantees has been included in other long-term liabilities. Information regarding the Company’s guarantees is as follows:
 
 
 
 
at June 30, 2014
 
at December 31, 2013
(unaudited - millions of Canadian $)
 
 
Term
 
Potential
Exposure1

 
Carrying
Value

 
Potential
Exposure
1

 
Carrying
Value

 
 
 
 
 
 
 
 
 
 
 
Bruce Power
 
ranging to 20192
 
674

 
7

 
740

 
8

Other jointly owned entities
 
ranging to 2040 
 
64

 
10

 
51

 
10

 
 
 
 
738

 
17

 
791

 
18


1
TransCanada’s share of the potential estimated current or contingent exposure.
2
Except for one guarantee with no termination date.



TRP-06.30.2014-EX-31.1


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

1.
I have reviewed this quarterly report on Form 6-K of TransCanada Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4.
The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.
The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
 
Dated: July 31, 2014
/s/ Russell K. Girling
 
Russell K. Girling
 
President and Chief Executive Officer


TRP-06.30.2014-EX-31.2


EXHIBIT 31.2
Certifications
 
I, Donald R. Marchand, certify that:
 
1.
I have reviewed this quarterly report on Form 6-K of TransCanada Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4.
The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.
The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
 
Dated: July 31, 2014
/s/ Donald R. Marchand
 
Donald R. Marchand
 
Executive Vice-President
and Chief Financial Officer


TRP-06.30.2014-EX32.1


EXHIBIT 32.1
 
TRANSCANADA CORPORATION

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


CERTIFICATION OF CHIEF EXECUTIVE OFFICER
REGARDING PERIODIC REPORT CONTAINING
FINANCIAL STATEMENTS


I, Russell K. Girling, the Chief Executive Officer of TransCanada Corporation (the “Company”), in compliance with 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify, in connection with the Company’s Quarterly Report as filed on Form 6-K for the period ended June 30, 2014 with the Securities and Exchange Commission (the “Report”), that:

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


 
/s/ Russell K. Girling
 
Russell K. Girling
 
Chief Executive Officer
 
July 31, 2014


TRP-06.30.2014-EX-32.2


EXHIBIT 32.2
 
TRANSCANADA CORPORATION

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


CERTIFICATION OF CHIEF FINANCIAL OFFICER
REGARDING PERIODIC REPORT CONTAINING
FINANCIAL STATEMENTS


I, Donald R. Marchand, the Chief Financial Officer of TransCanada Corporation (the “Company”), in compliance with 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify, in connection with the Company’s Quarterly Report as filed on Form 6-K for the period ended June 30, 2014 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 31, 2014


TRP-06.30.2014-EX-99.1 Part A


 
 
EXHIBIT 99.1
QuarterlyReport to Shareholders
 
 
 
 
TransCanada Reports Solid Second Quarter Results
Merrick Mainline Pipeline Project Brings Capital Program to $38 Billion

CALGARY, Alberta – July 31, 2014 – TransCanada Corporation (TSX, NYSE: TRP) (TransCanada) today announced net income attributable to common shares for second quarter 2014 of $416 million or $0.59 per share compared to $365 million or $0.52 per share for the same period in 2013. Comparable earnings for second quarter 2014 were $332 million or $0.47 per share compared to $357 million or $0.51 per share for the same period last year. TransCanada’s Board of Directors also declared a quarterly dividend of $0.48 per common share for the quarter ending September 30, 2014, equivalent to $1.92 per common share on an annualized basis.

"The majority of our business segments performed well over the course of the second quarter and demonstrate the benefits of a diversified and growing portfolio of critical energy infrastructure assets," said Russ Girling, TransCanada’s president and chief executive officer. “Although weak Alberta power prices and maintenance outages at Bruce Power weighed on second quarter results, both businesses are expected to produce stronger results in the future due to positive Alberta power market fundamentals and higher plant availability at Bruce Power."
With the recent addition of the Merrick Mainline Pipeline Project, our capital program now includes $38 billion of commercially secured projects that are backed by long-term contracts or cost of service business models. Our portfolio is comprised of $21 billion of liquids pipelines, $15 billion of natural gas pipelines, and $2 billion of power generation facilities. We continue to advance this unprecedented slate of growth initiatives, with many currently proceeding through their regulatory processes. Over the remainder of the decade, subject to required approvals, this blue-chip portfolio of contracted energy infrastructure projects is expected to generate significant long-term shareholder value from growth in earnings and cash flow.

Highlights
(All financial figures are unaudited and in Canadian dollars unless noted otherwise)
Second quarter financial results
Net income attributable to common shares of $416 million or $0.59 per share
Comparable earnings of $332 million or $0.47 per share
Comparable earnings before interest, taxes, depreciation and amortization (EBITDA) of $1.2 billion
Funds generated from operations of $917 million
Declared a quarterly dividend of $0.48 per common share for the quarter ending September 30, 2014
Secured commercial support for the $1.9 billion Merrick Mainline Pipeline Project, an extension of the NGTL System
Received regulatory approval for the $800 million Northern Courier Pipeline Project
Closed the $190 million sale of Cancarb and its related power generation facility on April 15, 2014
Filed a Project Description with the National Energy Board (NEB) for the Eastern Mainline Project
Continue to progress regulatory applications for several of our major capital projects including Coastal GasLink, Prince Rupert Gas Transmission, Energy East, Grand Rapids, Heartland, the North Montney Mainline and Napanee

Net income attributable to common shares for second quarter 2014 was $416 million or $0.59 per share compared to $365 million or $0.52 per share in second quarter 2013. Second quarter 2014 results included a net after-tax gain of $99 million from the sale of Cancarb and its related power generation facility and an after-tax $31 million termination expense for restructuring a natural gas storage contract. These amounts were excluded from comparable earnings.

Comparable earnings for second quarter 2014 were $332 million or $0.47 per share compared to $357 million or $0.51 per share for the same period in 2013. Higher earnings from Keystone and Mexican Pipelines were more than offset by lower contributions from Western Power and Bruce Power.

Notable recent developments in Liquids Pipelines, Natural Gas Pipelines, Energy and Corporate include:









Liquids Pipelines:
 
Energy East Pipeline: In March 2014, we filed a Project Description with the NEB. This is the first formal step in the regulatory process to receive the necessary approvals to build and operate the pipeline. The project is estimated to cost approximately $12 billion, excluding the transfer value of Canadian Mainline natural gas assets.

Subject to regulatory approvals, the pipeline is anticipated to commence deliveries to Québec in 2018, with service to New Brunswick to follow in late 2018. We continue to participate in Aboriginal and stakeholder engagement and associated field work as part of our initial design and planning. We intend to file the necessary regulatory applications in third quarter 2014 for approvals to construct and operate the pipeline project and terminal facilities.

Keystone XL: On January 31, 2014, the Department of State (DOS) released its Final Supplemental Environmental Impact Statement (FSEIS) for the Keystone XL project. The results included in the report were consistent with previous environmental reviews of Keystone XL. The FSEIS concluded Keystone XL is “unlikely to significantly impact the rate of extraction in the oil sands” and that all other alternatives to Keystone XL are less efficient methods of transporting crude oil, and would result in significantly more greenhouse gas emissions, oil spills and risks to public safety. The report initiated the National Interest Determination period that was to last up to 90 days which involves consultation with other governmental agencies and provides an opportunity for public comment. The 30-day public comment period has concluded. On April 18, 2014, the DOS announced that the National Interest Determination period has been extended indefinitely to allow them to consider the potential impact of the case discussed below on the Nebraska portion of the pipeline route.

In February 2014, a Nebraska district court ruled that the state Public Service Commission, rather than Governor Heineman, has the authority to approve an alternative route through Nebraska for the Keystone XL project. Nebraska’s Attorney General has filed an appeal and the Nebraska Supreme Court is expected to hear the appeal in September 2014.

As of June 30, 2014, we have invested US$2.4 billion in the Keystone XL project.

Northern Courier Pipeline Project: In October 2013, Suncor Energy announced that Fort Hills Energy LP is proceeding with the Fort Hills oil sands mining project. Our $800 million Northern Courier Pipeline Project will transport bitumen and diluent between the Fort Hills mine site and Suncor Energy’s East Tank Farm located north of Fort McMurray, Alberta, and is fully contracted under a long-term agreement.

On July 18, 2014, the Alberta Energy Regulator issued a permit approving our application to construct and operate the Northern Courier Pipeline. We currently expect construction on Northern Courier to begin in third quarter 2014, with it being ready for service in 2017.

Natural Gas Pipelines:

NGTL System Expansions: The NGTL System is currently experiencing a significant amount of growth as a result of growing natural gas supply in northwestern Alberta and northeastern B.C. from unconventional gas plays and substantive growth in intra-basin delivery markets driven primarily by oil sands development and demand for gas-fired electric power generation. Approximately $250 million of capital projects have been placed into service in 2014. Another $3.8 billion of projects are either under construction, or have or will be filed with the NEB for approval. These projects include the North Montney Mainline and the Merrick Mainline Pipeline, along with other new supply and demand facilities. We continue to receive requests for new services and expect that this will lead to additional growth opportunities in the future.
    
On June 4, 2014, we announced the signing of agreements for approximately 1.9 billion cubic feet per day (Bcf/d) of firm natural gas transportation services for the proposed Merrick Mainline Pipeline Project, a major extension of our NGTL System. The project will transport natural gas through the NGTL System to the inlet of the proposed Pacific Trail Pipeline that will terminate at the Kitimat LNG Terminal at Bish Cove near Kitimat, B.C. The proposed project will be an extension from the existing Groundbirch Mainline section of the NGTL System beginning near Dawson Creek, B.C. to its end point near the community of Summit Lake, B.C. The $1.9 billion project consists of approximately 260 kilometres (km) (161 miles) of 48-inch diameter pipe. We anticipate filing an application for approvals to build and operate the system with the NEB in fourth quarter 2014. Subject to the necessary regulatory approvals and a positive final investment decision for Kitimat LNG, we expect the Merrick Mainline to be in service in first quarter 2020.

The NEB issued a Hearing Order in February 2014 for the $1.7 billion North Montney project, which is an extension and expansion of the NGTL System to receive and transport natural gas from the North Montney area of B.C. The proposed project consists of approximately 300 km (186 miles) of pipeline and is expected to be placed in service in two sections, Aitken Creek in second quarter 2016 and Kahta in second quarter 2017. On June 17, 2014, the




NEB revised the procedural schedule, which has resulted in the oral portion of the hearing being rescheduled to mid-October 2014 for the Calgary phase, and mid-November for the Fort St. John phase. We now anticipate an NEB decision on the application in first quarter 2015.

Canadian Mainline - LDC Settlement: In March 2014, the NEB responded to the LDC Settlement application we filed on December 20, 2013. The NEB did not approve the application as a settlement but allowed us the option to continue with the application as a contested tolls application, amend the application or terminate the processing of the application. We amended the application with additional information. On May 9, 2014, the NEB released a Hearing Order that sets out the process and schedule for the 2015 - 2030 Mainline Tolls application that incorporates the LDC Settlement, with the oral portion set to begin September 9, 2014.

Canadian Mainline - Eastern Mainline Project: On May 8, 2014, we filed a Project Description with the NEB for the Eastern Mainline Project. The proposed project will add new facilities to our existing Canadian Mainline natural gas transmission system in southeastern Ontario as a result of the proposed transfer of a portion of the Canadian Mainline capacity to crude oil from natural gas service as part of our proposed Energy East Pipeline and an open season that closed in January 2014. The proposed scope of the project will add 0.6 Bcf/d of new capacity and will ensure appropriate levels of capacity are available to meet the requirements of existing shippers as well as new firm service commitments contracted for in the Eastern Triangle segment of the Canadian Mainline. Subject to regulatory approvals, the project is expected to be in service in second quarter 2017.

Tamazunchale Pipeline Extension Project: Construction of the US$600 million extension is currently expected to be completed by the end of September 2014 with delays attributed to archeological findings along the pipeline route. Under the terms of the Transportation Service Agreement, these delays are recognized as a force majeure with provisions allowing for collection of revenue as per the original service commencement date of March 9, 2014.

Prince Rupert Gas Transmission Project: The Environmental Assessment application submitted to the B.C. Environmental Assessment Office (EAO) in April 2014 was deemed complete. The EAO initiated a 180-day review period which included a 45-day public comment period that was completed on July 10, 2014. A facilities application was also filed with the B.C. Oil and Gas Commission in April 2014. Regulatory approval for the pipeline is expected in fourth quarter 2014 and a final investment decision from Pacific Northwest LNG is expected to follow at the end of 2014.

Alaska LNG Project: In April 2014, the State of Alaska passed new legislation that will transition from the Alaska Gasline Inducement Act (AGIA) and enable a new commercial arrangement to be established with us, the three major Alaska North Slope producers, and the Alaska Gasline Development Corp. It was also agreed that a Liquefied Natural Gas (LNG) export project, rather than a pipeline to Alberta, is currently the best opportunity to commercialize Alaska North Slope gas resources in current market conditions.

On June 9, 2014, we executed an agreement with the State of Alaska to abandon the AGIA license and executed a Precedent Agreement, where we will act as the transporter of the State’s portion of natural gas under a long-term shipping contract in the Alaska LNG Project. On June 30, 2014, the Alaska LNG Project entered the pre-front end engineering and design (pre-FEED) phase following the execution of a Joint Venture Agreement among ourselves, the three major Alaska North Slope producers and Alaska Gasline Development Corp. The pre-FEED work is anticipated to take two years to complete with our share of the cost to be approximately US$100 million. The Precedent Agreement also provides us with full recovery of development costs in the event the project does not proceed.

Energy:

Cancarb: In January 2014, we reached an agreement to sell Cancarb and its related power generation facility for gross proceeds of $190 million. The sale closed on April 15, 2014 and we recognized an after-tax gain of $99 million in second quarter 2014.

Natural Gas Storage: Effective April 30, 2014, we terminated a 38 billion cubic feet long-term natural gas storage contract in Alberta with Niska Gas Storage. As a result, we recorded a $31 million after-tax charge in second quarter 2014. We have re-contracted for new natural gas storage services in Alberta with Niska Gas Storage starting May 1, 2014 for a six year period at a reduced average volume.

Corporate:

Our Board of Directors declared a quarterly dividend of $0.48 per share for the quarter ending September 30, 2014 on TransCanada’s outstanding common shares. The quarterly amount is equivalent to $1.92 per common share on an annualized basis.





Teleconference – Audio and Slide Presentation:

We will hold a teleconference and webcast on Thursday, July 31, 2014 to discuss our second quarter 2014 financial results. Russ Girling, TransCanada president and chief executive officer, and Don Marchand, executive vice-president and chief financial officer, along with other members of the TransCanada executive leadership team, will discuss the financial results and Company developments at 2 p.m. (MT) / 4 p.m. (ET).

Analysts, members of the media and other interested parties are invited to participate by calling 866.223.7781 or 416.340.2216 (Toronto area). Please dial in 10 minutes prior to the start of the call. No pass code is required. A live webcast of the teleconference will be available at www.transcanada.com.

A replay of the teleconference will be available two hours after the conclusion of the call until midnight (ET) on August 7, 2014. Please call 800.408.3053 or 905.694.9451 and enter pass code 5722299.

The unaudited interim Consolidated Financial Statements and Management’s Discussion and Analysis (MD&A) are available under TransCanada's profile on SEDAR at www.sedar.com, with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov/info/edgar.shtml and on the TransCanada website at www.transcanada.com.

With more than 60 years’ experience, TransCanada is a leader in the responsible development and reliable operation of North American energy infrastructure including natural gas and oil pipelines, power generation and gas storage facilities. TransCanada operates a network of natural gas pipelines that extends more than 68,500 kilometres (42,500 miles), tapping into virtually all major gas supply basins in North America. TransCanada is one of the continent's largest providers of gas storage and related services with more than 400 billion cubic feet of storage capacity. A growing independent power producer, TransCanada owns or has interests in over 11,800 megawatts of power generation in Canada and the United States. TransCanada is developing one of North America's largest oil delivery systems. TransCanada's common shares trade on the Toronto and New York stock exchanges under the symbol TRP. For more information visit: www.transcanada.com or check us out on Twitter @TransCanada or http://blog.transcanada.com.

Forward Looking Information
This news release contains certain information that is forward-looking and is subject to important risks and uncertainties (such statements are usually accompanied by words such as “anticipate”, “expect”, “believe”, “may”, “will”, “should”, “estimate”, “intend” or other similar words). Forward-looking statements in this document are intended to provide TransCanada security holders and potential investors with information regarding TransCanada and its subsidiaries, including management’s assessment of TransCanada’s and its subsidiaries’ future plans and financial outlook. All forward-looking statements reflect TransCanada’s beliefs and assumptions based on information available at the time the statements were made and as such are not guarantees of future performance. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release, and not to use future-oriented information or financial outlooks for anything other than their intended purpose. TransCanada undertakes no obligation to update or revise any forward-looking information except as required by law. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the anticipated results, refer to TransCanada’s Quarterly Report to Shareholders dated July 31, 2014 and 2013 Annual Report on our website at www.transcanada.com or filed under TransCanada’s profile on SEDAR at www.sedar.com and with the U.S. Securities and Exchange Commission at www.sec.gov.

Non-GAAP Measures
This news release contains references to non-GAAP measures, including comparable earnings, comparable EBITDA, funds generated from operations and comparable earnings per share, 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. For more information on non-GAAP measures, refer to TransCanada’s Quarterly Report to Shareholders dated July 31, 2014.

- 30 -

TransCanada Media Enquiries:
Shawn Howard/Davis Sheremata
403.920.7859 or 800.608.7859

TransCanada Investor & Analyst Enquiries:    
David Moneta/Lee Evans
403.920.7911 or 800.361.6522