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REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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x
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ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of each class
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Name of each exchange on which registered
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Common Shares (including Rights under Shareholder Rights Plan)
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New York Stock Exchange
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Annual information form
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Audited annual financial statements
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Chair:
Members:
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J.E. Lowe
K.E. Benson
D.H. Burney (retiring April 27, 2018)
S. Crétier
I. Samarasekera
D.M.G. Stewart
T. Vandal (as of November 8, 2017)
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planned changes in our business
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our financial and operational performance, including the performance of our subsidiaries
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expectations or projections about strategies and goals for growth and expansion
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expected cash flows and future financing options available to us
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expected dividend growth
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expected costs for planned projects, including projects under construction, permitting and in development
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expected schedules for planned projects (including anticipated construction and completion dates)
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expected regulatory processes and outcomes
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expected outcomes with respect to legal proceedings, including arbitration and insurance claims
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expected capital expenditures and contractual obligations
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expected operating and financial results
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the expected impact of future accounting changes, commitments and contingent liabilities
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the expected impact of H.R. 1, the Tax Cuts and Jobs Act (U.S. Tax Reform)
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expected industry, market and economic conditions.
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planned wind-down of our U.S. Northeast power marketing business
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inflation rates and commodity prices
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nature and scope of hedging
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regulatory decisions and outcomes
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interest, tax and foreign exchange rates, including the impact of U.S. Tax Reform
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planned and unplanned outages and the use of our pipeline and energy assets
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integrity and reliability of our assets
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access to capital markets
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anticipated construction costs, schedules and completion dates.
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our ability to successfully implement our strategic priorities and whether they will yield the expected benefits
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the operating performance of our pipeline and energy assets
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amount of capacity sold and rates achieved in our pipeline businesses
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the availability and price of energy commodities
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the amount of capacity payments and revenues from our energy business
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regulatory decisions and outcomes
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outcomes of legal proceedings, including arbitration and insurance claims
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performance and credit risk of our counterparties
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changes in market commodity prices
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changes in the political environment
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changes in environmental and other laws and regulations
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competitive factors in the pipeline and energy sectors
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construction and completion of capital projects
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costs for labour, equipment and materials
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access to capital markets
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interest, tax and foreign exchange rates, including the impact of U.S. Tax Reform
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weather
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cyber security
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technological developments
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economic conditions in North America as well as globally.
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TRANSCANADA CORPORATION
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Per:
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/s/ DONALD R. MARCHAND
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DONALD R. MARCHAND
Executive Vice-President and Chief Financial Officer
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Date: February 15, 2018
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TransCanada
Annual information form
2017
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TransCanada
Annual information form
2017
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1
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•
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planned changes in our business
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our financial and operational performance, including the performance of our subsidiaries
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expectations or projections about strategies and goals for growth and expansion
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expected cash flows and future financing options available to us
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expected dividend growth
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expected costs for planned projects, including projects under construction, permitting and in development
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expected schedules for planned projects (including anticipated construction and completion dates)
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expected regulatory processes and outcomes
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expected outcomes with respect to legal proceedings, including arbitration and insurance claims
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expected capital expenditures and contractual obligations
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expected operating and financial results
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the expected impact of future accounting changes, commitments and contingent liabilities
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the expected impact of H.R. 1, the Tax Cuts and Jobs Act (U.S. Tax Reform)
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expected industry, market and economic conditions.
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2
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TransCanada
Annual information form
2017
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•
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planned wind-down of our U.S. Northeast power marketing business
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inflation rates and commodity prices
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nature and scope of hedging
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regulatory decisions and outcomes
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interest, tax and foreign exchange rates, including the impact of U.S. Tax Reform
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planned and unplanned outages and the use of our pipeline and energy assets
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•
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integrity and reliability of our assets
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•
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access to capital markets
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•
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anticipated construction costs, schedules and completion dates.
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•
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our ability to successfully implement our strategic priorities and whether they will yield the expected benefits
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•
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the operating performance of our pipeline and energy assets
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•
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amount of capacity sold and rates achieved in our pipeline businesses
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the availability and price of energy commodities
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the amount of capacity payments and revenues from our energy business
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regulatory decisions and outcomes
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outcomes of legal proceedings, including arbitration and insurance claims
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performance and credit risk of our counterparties
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changes in market commodity prices
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changes in the political environment
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changes in environmental and other laws and regulations
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competitive factors in the pipeline and energy sectors
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construction and completion of capital projects
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costs for labour, equipment and materials
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•
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access to capital markets
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interest, tax and foreign exchange rates, including the impact of U.S. Tax Reform
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•
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weather
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cyber security
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technological developments
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•
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economic conditions in North America as well as globally.
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TransCanada
Annual information form
2017
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3
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TransCanada Corporation
Canada
TransCanada PipeLines Limited
Canada
TransCanada PipeLine USA Ltd.
Nevada
TransCanada Oil Pipelines Inc.
Delaware
TransCanada Keystone Pipeline, LP
Delaware
Columbia Pipeline Group, Inc.
Delaware
Columbia Energy Group
Delaware
CPG OpCo LP
Delaware
Columbia Gas Transmission, LLC
Delaware
NOVA Gas Transmission Ltd.
Alberta
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4
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TransCanada
Annual information form
2017
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Date
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Description of development
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CANADIAN REGULATED PIPELINES
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NGTL System
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2015
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The NGTL System had approximately $6.7 billion of new supply and demand facilities under development and we continued to advance several of these capital expansion projects by filing the regulatory applications with the National Energy Board (Canada) (NEB). In 2015, we placed approximately $0.35 billion of facilities in service.
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2016
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In 2016, the NGTL System continued to develop new supply and demand facilities. We had approximately $2.3 billion of facilities that received regulatory approval and approximately $0.45 billion under construction. On October 6, 2016, the NEB recommended government approval of the Towerbirch Project and the continued use of the existing rolled-in toll methodology for the project. On October 31, 2016, the Government of Canada also approved our application for a $1.3 billion NGTL System expansion program. This NGTL System expansion program consists of five pipeline loops ranging in size from 24 to 48-inch pipe of approximately 230 km (143 miles) in length, and two compressor station unit additions of approximately 46.5 MW (62,360 hp). In December 2016, we announced the $0.6 billion Saddle West expansion of the NGTL System to increase natural gas transportation capacity on the northwest portion of our system, consisting of 29 km (18 miles) of 36-inch pipeline looping of existing mainlines, the addition of five compressor units at existing station sites and new metering facilities. The project is underpinned by incremental firm service contracts and is expected to be in-service in 2019. In 2016, we placed approximately $0.5 billion of facilities in service.
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2017
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In March 2017, the Government of Canada approved the $0.4 billion Towerbirch Project, which consists of a 55 km (34 mile), 36-inch pipeline loop and a 32 km (20 mile), 30-inch pipeline extension of the NGTL System in northwest Alberta and northeast British Columbia (B.C.), which was subsequently placed in service in November 2017. In June 2017, we announced a new $2 billion expansion program on our NGTL System based on new contracted customer demand for approximately 3.2 PJ/d (3 Bcf/d) of incremental firm receipt and delivery services, subject to regulatory approvals. In 2017, we placed approximately $1.7 billion of new facilities in service on the NGTL System, and reduced project estimates by $0.6 billion.
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2018
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In February 2018, we announced a new NGTL System expansion totaling $2.4 billion, with in-service dates between 2019 and 2021. The new expansion program includes approximately 375 km (233 miles) of 16- to 48-inch pipeline, four compressor units totaling 120 MW, and associated metering stations and facilities. We anticipate incremental firm receipt contracts of 664 TJ/d (620 MMcf/d) and firm delivery contracts to our major border export and intra-basin delivery locations of 1.1 PJ/d (1.0 Bcf/d).
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TransCanada
Annual information form
2017
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5
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6
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TransCanada
Annual information form
2017
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TransCanada
Annual information form
2017
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7
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8
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TransCanada
Annual information form
2017
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TransCanada
Annual information form
2017
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9
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10
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TransCanada
Annual information form
2017
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TransCanada
Annual information form
2017
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11
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12
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TransCanada
Annual information form
2017
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Date
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Description of development
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Keystone Pipeline System
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2015
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In 2015, we entered into an agreement with CITGO Petroleum (CITGO) to construct a US$65 million pipeline connection between the Keystone Pipeline and CITGO’s Sour Lake, Texas terminal, which supplies their 425,000 Bbl/d Lake Charles, Louisiana refinery. We secured additional long-term contracts bringing our total contract position up to 545,000 Bbl/d.
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2016
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In January 2016, we entered into an agreement with Magellan Midstream Partners L.P. (Magellan) to connect our Houston Terminal to Magellan's Houston and Texas City, Texas delivery system. We will own 50 per cent of this US$50 million pipeline project which will enhance connections for our Keystone Pipeline to the Houston market. On April 2, 2016, we shut down the Keystone Pipeline after a leak was detected along the pipeline right-of-way in Hutchinson County, South Dakota. We reported the total volume of the release of 400 barrels to the National Response Centre (NRC) and the Pipeline and Hazardous Materials Safety and Administration (PHMSA). Temporary repairs were completed and the Keystone Pipeline was restarted by mid-April 2016. Shortly thereafter in early May 2016, permanent pipeline repairs were completed and restoration work was completed by early July 2016. Corrective measures required by PHMSA were completed in September 2016. This shutdown did not significantly impact our 2016 earnings. The Houston Lateral pipeline and terminal, an extension from the Keystone Pipeline to Houston, Texas, went into service in August 2016. The terminal has an initial storage capacity for 700,000 barrels of crude oil. The HoustonLink pipeline which connects the Houston Terminal to Magellan's Houston and Texas City, Texas delivery system was completed in December 2016. The CITGO Sour Lake pipeline connection between the Keystone Pipeline and CITGO's Sour Lake, Texas terminal was placed into service in December 2016.
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2017
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In fourth quarter 2017, we concluded open seasons for the Keystone pipeline and Marketlink and secured incremental long-term contractual support. On November 16, 2017, the Keystone pipeline was temporarily shut down after a leak was detected in Marshall County, South Dakota. The estimated volume of the release was 5,000 barrels as reported to the NRC and the PHMSA. On November 29, 2017, the pipeline was repaired and returned to service at a reduced pressure in the affected section of the pipeline. Further investigative activities and corrective measures required by PHMSA are planned for 2018. This shutdown did not have a significant impact on our 2017 earnings.
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Keystone XL
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2015
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In January 2015, the Nebraska State Supreme Court vacated a lower court's ruling, which had given the state Public Service Commission (PSC) rather than the governor, the authority to approve an alternative route through Nebraska for Keystone XL, as unconstitutional. As a result, the Governor’s January 2013 approval of the alternate route through Nebraska for Keystone XL remained valid. Landowners filed lawsuits in two Nebraska counties seeking to enjoin Keystone XL from condemning easements on state constitutional grounds. The decision on the Keystone XL Presidential permit application was delayed throughout 2015 by the U. S. Department of State (DOS) and was ultimately denied in November 2015. At December 31, 2015, as a result of the denial of the Presidential permit, we evaluated our investment in Keystone XL and related projects, including Keystone Hardisty Terminal, for impairment. As a result of our analysis, we determined that the carrying amount of these assets was no longer recoverable, and recognized a total non-cash impairment charge of $3.7 billion ($2.9 billion after-tax). The impairment charge was based on the excess of the carrying value of $4.3 billion over the fair value of $621 million, which includes $93 million fair value for Keystone Hardisty Terminal. The calculation of this impairment is discussed further in the Other information – Critical accounting estimates section of the MD&A, which section is incorporated by reference herein. In November 2015, we withdrew our application to the PSC for approval of the route for Keystone XL in the state. The application was initially filed in October 2015. The withdrawal was made without prejudice to potentially refile if we elect to pursue the project.
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2016
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On January 5, 2016, the South Dakota Public Utilities Commission (PUC) accepted Keystone XL’s certification that it continued to comply with the conditions in its existing 2010 permit authority in the state. On January 6, 2016, we filed a Notice of Intent to initiate a claim under Chapter 11 of North American Free Trade Agreement (NAFTA) in response to the U.S. Administration’s decision to deny a Presidential permit for the Keystone XL Pipeline on the basis that the denial was arbitrary and unjustified. Through the NAFTA claim, we were seeking to recover more than US$15 billion in costs and damages that we estimated to have suffered as a result of the U.S. Administration’s breach of its NAFTA obligations. In June 2016, we filed a Request for Arbitration in a dispute against the U.S. Government pursuant to the Convention on Settlement of Investment Disputes between States and Nationals of Other States, the Rules of Procedure for the Institution of Conciliation and Arbitration Proceedings and Chapter 11 of NAFTA. On January 5, 2016, we also filed a lawsuit in the U.S. Federal Court in Houston, Texas, asserting that the U.S. President’s decision to deny construction of Keystone XL exceeded his power under the U.S. Constitution. The federal court lawsuit did not seek damages, but rather a declaration that the permit denial was without legal merit and that no further Presidential action was required before construction of the pipeline could proceed.
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TransCanada
Annual information form
2017
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13
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Date
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Description of development
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2017
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On January 24, 2017, the U.S. President signed a Presidential Memorandum inviting TransCanada to refile an application for the U.S. Presidential Permit. On January 26, 2017, we filed a Presidential Permit application with the DOS for the project. In February 2017, we filed an application with the PSC to seek approval for the Keystone XL pipeline route through the state. In March 2017, the DOS issued a U.S. Presidential Permit authorizing construction of the U.S./ Canada border crossing facilities of the Keystone XL project. We discontinued our claim under Chapter 11 of NAFTA and withdrew the U.S. Constitutional challenge. Later in March 2017, two lawsuits were filed in Montana District Court challenging the validity of the Presidential Permit. Along with the U.S. Government, we filed motions for dismissal of these lawsuits which were subsequently denied on November 22, 2017. The cases will now proceed to the consideration of summary judgment motions. In July 2017, we launched an open season to solicit additional binding commitments from interested parties for transportation of crude oil on the Keystone pipeline and for the Keystone XL project from Hardisty, Alberta to Cushing, Oklahoma and the U.S. Gulf Coast. The successful open season concluded on October 26, 2017. On November 20, 2017, we received PSC approval for the alternative mainline route. On November 24, 2017, we filed a motion with the PSC to reconsider its ruling and permit us to file an amended application that would support their decision and would address certain issues related to their selection of the alternative route, which was denied on December 19, 2017. On December 27, 2017, opponents of the Keystone XL project and intervenors in the Keystone XL Nebraska regulatory proceeding filed an appeal of the PSC decision seeking to have that decision overturned. TransCanada supports the decision of the PSC and will actively participate in the appeal process to defend that decision. In January 2018, we secured sufficient commercial support to commence construction preparation for the Keystone XL project. Subject to certain conditions, we expect to commence primary construction in 2019, and once commenced, construction is anticipated to take approximately two years to complete.
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Energy East
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2015
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In April 2015, we announced that the proposed marine terminal and associated tank terminal in Cacouna, Québec would not be built as a result of the recommended reclassification of the beluga whale, indigenous to the site, as an endangered species. In November 2015, following consultation with stakeholders and shippers, we announced the intention to amend the Energy East pipeline application to remove a port in Québec and proceed with a single marine terminal in Saint John, New Brunswick. In December 2015, we filed an amendment to the existing project application with the NEB that adjusted the proposed route, scope and capital cost of the project reflecting refinement and scope change including the removal of the port in Québec.
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2016
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In May 2016, we filed a consolidated application with the NEB for the Energy East pipeline. In June 2016, Energy East achieved a major milestone with the NEB’s announcement determining the Energy East pipeline application was sufficiently complete to initiate the formal regulatory review process. However, in August 2016, panel sessions were canceled as three NEB panelists recused themselves from continuing to sit on the panel to review the project due to allegations of reasonable apprehension of bias. The Chair of the NEB and the Vice-Chair, who is also a panel member, recused themselves of any further duties related to the project. As a result, all hearings for the project were adjourned until further notice.
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2017
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On January 9, 2017, the NEB appointed three new permanent panel members to undertake the review of the Energy East and Eastern Mainline projects. On January 27, 2017, the new NEB panel members voided all decisions made by the previous hearing panel members and all decisions were removed from the official hearing record. We were not required to refile the application and parties were not required to reapply for intervener status. On September 7, 2017, we requested the NEB suspend the review of the Energy East and Eastern Mainline project applications for 30 days to provide time for us to conduct a careful review of the NEB's changes, which were announced on August 23, 2017, regarding the list of issues and environmental assessment factors related to the projects and how these changes impact the projects' costs, schedules and viability. On October 5, 2017, after careful review of the changed circumstances, we informed the NEB that we would not be proceeding with the Energy East and Eastern Mainline project applications. We also notified Québec’s Ministère du Développement durable, de l'Environnement et la Lutte contre les changements climatiques (MDDELCC) that we were withdrawing the Energy East project from the environmental review process. As the Energy East pipeline was also to provide transportation services for the Upland pipeline, the DOS was notified in October 2017, that we would no longer be pursuing the U.S. Presidential Permit application for that project. We reviewed the $1.3 billion carrying value of the projects, including allowance of funds used during construction (AFUDC) capitalized since inception, and recorded a $954 million after-tax non-cash charge in our fourth quarter 2017 results. We ceased capitalizing AFUDC on the projects effective August 23, 2017, the date of the NEB's announced scope changes. With Energy East's inability to reach a regulatory decision, no recoveries of costs from third parties are forthcoming.
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14
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TransCanada
Annual information form
2017
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TransCanada
Annual information form
2017
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15
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Date
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Description of development
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CANADIAN POWER
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Alberta PPAs
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2015
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In June 2015, the Alberta government announced a renewal and change to the Specified Gas Emitters Regulation (SGER) in Alberta. Since 2007, under the SGER, established industrial facilities with greenhouse gas (GHG) emissions above a certain threshold are required to reduce their emissions by 12 per cent below an average intensity baseline, and a carbon levy of $15 per tonne is placed on emissions above this target. The changes to the SGER included an increase in the emissions reductions target to 15 per cent in 2016 and 20 per cent in 2017, along with an increase in the carbon levy to $20 per tonne in 2016 and $30 per tonne in 2017. Starting in 2018, coal-fired generators will pay $30 per tonne of CO2 on emissions above what Alberta's cleanest natural gas-fired plant would emit to produce an equivalent amount of electricity.
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2016
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On March 7, 2016, we issued notice to the Balancing Pool to terminate our Alberta PPAs. On July 22, 2016, we, along with the ASTC Power Partnership (ASTC), issued a notice referring the matter to be resolved by binding arbitration pursuant to the dispute resolution provisions of the PPAs. On July 25, 2016, the Government of Alberta brought an application in the Court of Queen’s Bench to prevent the Balancing Pool from allowing termination of a PPA held by another party which contains identically worded termination provisions to our PPAs. The outcome of this court application could have affected resolution of the arbitration of the Sheerness, Sundance A and Sundance B PPAs. In December 2016, management engaged in settlement negotiations with the Government of Alberta and finalized terms of the settlement of all legal disputes related to the PPA terminations. The Government of Alberta and the Balancing Pool agreed to our termination of the PPAs resulting in the transfer of all our obligations under such PPAs to the Balancing Pool. Upon final settlement of the PPA terminations, we transferred to the Balancing Pool a package of environmental credits held to offset the PPA emissions costs and recorded a non-cash charge of $92 million before-tax ($68 million after-tax) related to the carrying value of our environmental credits. In first quarter 2016, as a result of our decision to terminate the PPAs, we recorded a non-cash impairment charge of $240 million before-tax ($176 million after-tax) comprised of $211 million before-tax ($155 million after-tax) related to the carrying value of our Sundance A and Sheerness PPAs and $29 million before-tax ($21 million after-tax) on our equity investment in the ASTC which previously held the Sundance B PPA.
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Ontario Cap and Trade
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2016
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Legislation enabling Ontario’s cap and trade program came into force effective July 1, 2016. This regulation set a limit on annual province-wide GHG emissions beginning in January 2017 and introduced a market to administer the purchase and trading of emissions allowances. The regulation places the compliance obligation for emissions from our natural gas-fired power facilities on local gas distributors, with the distributors then flowing the associated costs to the facilities themselves. The IESO has proposed contract amendments for contract holders to address costs and other issues associated with this change in law. We do not expect a significant overall impact to our Energy business as a result of this new regulation.
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Napanee
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2015
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In January 2015, we began construction activities on our 900 MW natural gas-fired power plant at Ontario Power Corporation's (OPG) Lennox site in in the town of Greater Napanee.
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2017
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Construction continued on the power plant. We expect to invest approximately $1.3 billion in the Napanee facility during construction and commercial operations are expected to begin in fourth quarter 2018. Costs have increased due to delays in the construction schedule. Once in service, production from the facility is fully contracted with IESO for a 20-year period.
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Bécancour
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2015
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We executed an agreement with Hydro-Québec Distribution (HQ) allowing HQ to dispatch up to 570 MW of peak winter capacity from our Bécancour facility for a term of 20 years commencing in December 2016.
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2016
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In November 2016, HQ released a new ten-year supply plan indicating additional peak winter capacity from Bécancour is not required at this time. Prior to this development, the regulator in Québec, Régie de l'énergie, reversed its initial decision to approve this agreement. Management does not expect further developments at Bécancour until November 2019 when the next ten-year supply plan is filed.
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Bruce Power
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2015
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Bruce Power entered into an agreement with the IESO to extend the operating life of the facility to the end of 2064. This new agreement represents an extension and material amendment to the earlier agreement that led to the refurbishment of Units 1 and 2 at the site. The amended agreement, effective January 1, 2016, allows Bruce Power to immediately invest in life extension activities for Units 3 through 8. Our estimated share of investment in the Asset Management program to be completed over the life of the agreement is approximately $2.5 billion (2014 dollars). Our estimated share of investment in the Major Component Replacement (MCR) work that is expected to begin in 2020 is approximately $4 billion (2014 dollars). Under certain conditions, Bruce Power and the IESO can elect to not proceed with the remaining MCR investments should the cost exceed certain thresholds or prove to not provide sufficient economic benefits. The agreement was structured to account for changing cost inputs over time, including ongoing operating costs and additional capital investments.
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TransCanada
Annual information form
2017
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TransCanada
Annual information form
2017
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TransCanada
Annual information form
2017
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TransCanada
Annual information form
2017
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TransCanada
Annual information form
2017
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Calgary (includes U.S. employees working in Canada)
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2,530
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Western Canada (excluding Calgary)
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547
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Eastern Canada
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319
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Houston (includes Canadian employees working in the U.S.)
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759
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U.S. Midwest
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708
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U.S. Northeast
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277
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U.S. Southeast/ Gulf Coast (excluding Houston)
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1,296
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U.S. West Coast
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75
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Mexico
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268
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Total
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6,779
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planning
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risk and regulatory assessment, objective and target setting, defining roles and responsibilities
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implementing
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development and implementation of programs, procedures and standards to manage operational risk
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reporting
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incident reporting and investigation, and performance monitoring
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action
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assurance activities and review of performance by management.
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overall HSE corporate governance
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operational performance and preventative maintenance metrics
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asset integrity programs
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emergency preparedness, incident response and evaluation
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•
|
people and process safety performance metrics
|
•
|
our Environment Program
|
•
|
developments in and compliance with applicable legislation and regulations, including those related to the environment.
|
|
TransCanada
Annual information form
2017
|
21
|
|
TransCanada
Annual information form
2017
|
22
|
|
TransCanada
Annual information form
2017
|
23
|
24
|
TransCanada
Annual information form
2017
|
|
Series of first preferred shares
|
Initial redemption date
|
Redemption/conversion dates
|
Spread
(%)
|
|
Series 1 preferred shares
|
December 31, 2014
|
December 31, 2019 and every fifth year thereafter
|
1.92
|
|
Series 2 preferred shares
|
—
|
December 31, 2019 and every fifth year thereafter
|
1.92
|
|
Series 3 preferred shares
|
June 30, 2015
|
June 30, 2020 and every fifth year thereafter
|
1.28
|
|
Series 4 preferred shares
|
—
|
June 30, 2020 and every fifth year thereafter
|
1.28
|
|
Series 5 preferred shares
|
January 30, 2016
|
January 30, 2021 and every fifth year thereafter
|
1.54
|
|
Series 6 preferred shares
|
—
|
January 30, 2021 and every fifth year thereafter
|
1.54
|
|
Series 7 preferred shares
|
April 30, 2019
|
April 30, 2019 and every fifth year thereafter
|
2.38
|
|
Series 8 preferred shares
|
—
|
April 30, 2024 and every fifth year thereafter
|
2.38
|
|
Series 9 preferred shares
|
October 30, 2019
|
October 30, 2019 and every fifth year thereafter
|
2.35
|
|
Series 10 preferred shares
|
—
|
October 30, 2024 and every fifth year thereafter
|
2.35
|
|
Series 11 preferred shares
|
November 30, 2020
|
November 30, 2020 and every fifth year thereafter
|
2.96
|
|
Series 12 preferred shares
|
—
|
November 28, 2025 and every fifth year thereafter
|
2.96
|
|
Series 13 preferred shares
|
May 31, 2021
|
May 31, 2021 and every fifth year thereafter
|
4.69
|
|
Series 14 preferred shares
|
—
|
May 29, 2026 and every fifth year thereafter
|
4.69
|
|
Series 15 preferred shares
|
May 31, 2022
|
May 31, 2022 and every fifth year thereafter
|
3.85
|
|
Series 16 Preferred shares
|
—
|
May 31, 2027 and every fifth year thereafter
|
3.85
|
|
|
TransCanada
Annual information form
2017
|
25
|
|
Moody's
|
S&P
|
Fitch
|
DBRS
|
|
TCPL - Senior unsecured debt
Debentures
Medium-term notes
|
A3
A3
|
A-
A-
|
A-
A-
|
A (low)
A (low)
|
|
TCPL - Junior subordinated notes
|
Baa1
|
BBB
|
BBB
|
BBB
|
|
TransCanada Trust - Subordinated trust notes
|
Baa2
|
BBB
|
BBB
|
Not rated
|
|
TransCanada Corporation - Preferred shares
|
Not Rated
|
P-2
|
BBB
|
Pfd-2 (low)
|
|
Commercial paper (U.S.) (TCPL and TCPL guaranteed)
|
P-2
|
A-2
|
F2
|
Not rated
|
|
Commercial paper (Canadian) (TCPL and TCPL guaranteed)
|
P-2
|
Not Rated
|
F2
|
R-1 (low)
|
|
Trend/ rating outlook
|
Stable
|
Negative
|
Stable
|
Stable
|
26
|
TransCanada
Annual information form
2017
|
|
|
TransCanada
Annual information form
2017
|
27
|
Type
|
Issue Date
|
Stock Symbol
|
Series 1 preferred shares
|
September 30, 2009
|
TRP.PR.A
|
Series 2 preferred shares
|
December 31, 2014
|
TRP.PR.F
|
Series 3 preferred shares
|
March 11, 2010
|
TRP.PR.B
|
Series 4 preferred shares
|
June 30, 2015
|
TRP.PR.H
|
Series 5 preferred shares
|
June 29, 2010
|
TRP.PR.C
|
Series 6 preferred shares
|
February 1, 2016
|
TRP.PR.I
|
Series 7 preferred shares
|
March 4, 2013
|
TRP.PR.D
|
Series 9 preferred shares
|
January 20, 2014
|
TRP.PR.E
|
Series 11 preferred shares
|
March 2, 2015
|
TRP.PR.G
|
Series 13 preferred shares
|
April 20, 2016
|
TRP.PR.J
|
Series 15 preferred shares
|
November 21, 2016
|
TRP.PR.K
|
Month
|
TSX (TRP)
|
|
NYSE (TRP)
|
||||||||
High
($)
|
Low
($)
|
Close
($)
|
Volume traded
|
|
|
High
(US$)
|
Low
(US$)
|
Close
(US$)
|
Volume traded
|
|
|
December 2017
|
$63.29
|
$60.61
|
$61.18
|
27,863,394
|
|
|
$49.26
|
$47.70
|
$48.64
|
16,561,792
|
|
November 2017
|
$65.18
|
$60.80
|
$61.88
|
33,552,507
|
|
|
$51.07
|
$47.38
|
$48.03
|
25,361,655
|
|
October 2017
|
$63.40
|
$59.23
|
$61.25
|
25,907,314
|
|
|
$50.65
|
$46.24
|
$47.48
|
19,148,833
|
|
September 2017
|
$63.42
|
$60.61
|
$61.67
|
30,997,671
|
|
|
$51.85
|
$49.14
|
$49.43
|
16,885,509
|
|
August 2017
|
$65.11
|
$61.59
|
$63.41
|
23,489,338
|
|
|
$51.77
|
$48.88
|
$50.80
|
16,106,392
|
|
July 2017
|
$64.81
|
$61.19
|
$63.70
|
25,912,413
|
|
|
$51.81
|
$47.06
|
$51.12
|
20,227,907
|
|
June 2017
|
$64.35
|
$61.32
|
$61.82
|
37,258,302
|
|
|
$48.49
|
$46.42
|
$47.67
|
41,976,981
|
|
May 2017
|
$64.69
|
$61.33
|
$62.71
|
31,563,490
|
|
|
$47.73
|
$45.07
|
$46.45
|
23,775,659
|
|
April 2017
|
$64.40
|
$60.78
|
$63.38
|
28,179,483
|
|
|
$48.20
|
$45.38
|
$46.44
|
15,720,604
|
|
March 2017
|
$62.80
|
$60.54
|
$61.37
|
43,585,590
|
|
|
$47.02
|
$45.16
|
$46.15
|
23,525,317
|
|
February 2017
|
$62.88
|
$60.35
|
$61.06
|
34,410,621
|
|
|
$48.29
|
$45.75
|
$45.99
|
18,004,202
|
|
January 2017
|
$65.24
|
$60.28
|
$61.39
|
30,801,086
|
|
|
$49.77
|
$44.90
|
$47.22
|
22,301,648
|
|
28
|
TransCanada
Annual information form
2017
|
|
Month
|
Preferred Shares
|
||||||||||
Series 1
|
Series 2
|
Series 3
|
Series 4
|
Series 5
|
Series 6
|
Series 7
|
Series 9
|
Series 11
|
Series 13
|
Series 15
|
|
December 2017
High
Low
Close
Volume traded
|
$ 20.40
$ 19.48
$ 20.11
107,740
|
$ 19.75
$ 18.69
$ 19.72
95,907
|
$ 16.43
$ 15.70
$ 16.43
92,605
|
$ 16.09
$ 15.23
$ 15.61
91,082
|
$ 17.45
$ 16.57
$ 17.20
160,152
|
$ 17.43
$ 16.64
$ 16.90
63,363
|
$ 23.04
$ 22.15
$ 22.65
205,651
|
$ 23.73
$ 22.50
$ 23.46
137,985
|
$ 24.50
$ 23.85
$ 24.50
116,915
|
$ 26.75
$ 26.27
$ 26.66
594,841
|
$ 26.21
$ 25.75
$ 26.15
296,027
|
November 2017
High
Low
Close
Volume traded
|
$ 20.92
$ 20.13
$ 20.56
69,727
|
$ 20.20
$ 19.50
$ 19.77
87,507
|
$ 16.60
$ 16.19
$ 16.30
63,309
|
$ 16.30
$ 15.64
$ 15.82
39,835
|
$ 17.57
$ 16.90
$ 17.53
196,487
|
$ 17.45
$ 16.86
$ 17.35
37,104
|
$ 23.15
$ 22.75
$ 22.99
295,310
|
$ 23.34
$ 22.76
$ 23.30
532,773
|
$ 24.80
$ 23.94
$ 24.35
123,619
|
$ 27.05
$ 26.59
$ 26.63
817,319
|
$ 26.65
$ 26.16
$ 26.22
711,368
|
October 2017
High
Low
Close
Volume traded
|
$ 20.44
$ 20.00
$ 20.43
110,739
|
$ 20.49
$ 19.70
$ 20.09
216,388
|
$ 16.66
$ 15.80
$ 16.49
114,783
|
$ 16.50
$ 15.40
$ 15.80
42,806
|
$ 17.40
$ 16.75
$ 17.20
552,356
|
$ 17.37
$ 16.49
$ 17.00
24,562
|
$ 23.19
$ 22.01
$ 23.00
210,297
|
$ 23.25
$ 22.34
$ 23.23
189,813
|
$ 24.57
$ 23.95
$ 24.04
174,291
|
$ 26.90
$ 26.60
$ 26.72
915,285
|
$ 26.15
$ 25.94
$ 26.15
1,109,588
|
September 2017
High
Low
Close
Volume traded
|
$ 20.21
$ 19.02
$ 20.01
113,495
|
$ 20.25
$ 19.28
$ 20.05
52,001
|
$ 16.01
$ 15.00
$ 15.93
308,974
|
$ 15.80
$ 15.00
$ 15.50
29,751
|
$ 16.89
$ 16.01
$ 16.81
391,934
|
$ 16.75
$ 16.40
$ 16.58
6,989
|
$ 22.52
$ 21.75
$ 22.19
326,801
|
$ 22.55
$ 22.03
$ 22.35
421,503
|
$ 24.34
$ 23.72
$ 24.00
348,017
|
$ 26.79
$ 26.35
$ 26.56
632,004
|
$ 26.10
$ 25.70
$ 25.95
836,498
|
August 2017
High
Low
Close
Volume traded
|
$ 20.36
$ 19.09
$ 19.50
108,599
|
$ 20.50
$ 19.28
$ 19.39
42,106
|
$ 15.97
$ 15.05
$ 15.19
39,245
|
$ 15.84
$ 15.00
$ 15.05
41,059
|
$ 17.16
$ 16.19
$ 16.44
107,413
|
$ 17.05
$ 16.24
$ 16.50
18,991
|
$ 22.85
$ 21.40
$ 22.39
445,621
|
$ 23.31
$ 21.66
$ 22.40
185,971
|
$ 24.89
$ 23.56
$ 23.81
77,702
|
$ 27.07
$ 26.50
$ 26.78
838,430
|
$ 26.25
$ 24.74
$ 25.99
791,083
|
July 2017
High
Low
Close
Volume traded
|
$ 20.60
$ 19.32
$ 20.36
388,352
|
$ 20.75
$ 19.15
$ 20.70
60,358
|
$ 15.98
$ 14.87
$ 15.92
169,375
|
$ 15.68
$ 14.42
$ 15.68
23,750
|
$ 17.22
$ 15.99
$ 17.13
162,582
|
$ 17.22
$ 15.60
$ 17.03
12,217
|
$ 22.87
$ 22.10
$ 22.73
1,054,905
|
$ 23.25
$ 22.36
$ 23.20
212,533
|
$ 24.97
$ 24.06
$ 24.85
70,480
|
$ 27.19
$ 26.75
$ 26.94
721,215
|
$ 26.28
$ 25.86
$ 26.22
498,610
|
June 2017
High
Low
Close
Volume traded
|
$ 19.49
$ 17.81
$ 19.49
300,355
|
$ 19.30
$ 17.69
$ 19.17
176,734
|
$ 15.00
$ 13.86
$ 14.96
167,884
|
$ 14.52
$ 13.20
$ 14.44
69,863
|
$ 16.22
$ 14.98
$ 16.06
161,550
|
$ 15.84
$ 14.83
$ 15.60
51,256
|
$ 22.27
$ 20.00
$ 22.17
559,961
|
$ 22.49
$ 20.25
$ 22.40
370,252
|
$ 24.50
$ 22.50
$ 24.42
112,731
|
$ 27.23
$ 26.51
$ 26.99
354,415
|
$ 26.40
$ 25.85
$ 26.21
498,096
|
May 2017
High
Low
Close
Volume traded
|
$ 19.19
$ 18.32
$ 18.33
77,511
|
$ 19.24
$ 18.18
$ 18.41
173,915
|
$ 14.87
$ 14.14
$ 14.36
127,101
|
$ 14.10
$ 13.43
$ 13.43
62,880
|
$ 15.85
$ 15.34
$ 15.69
134,603
|
$ 15.50
$ 15.00
$ 15.01
40,390
|
$ 21.70
$ 20.51
$ 20.60
466,568
|
$ 22.19
$ 20.85
$ 22.86
171,850
|
$ 23.69
$ 22.51
$ 22.80
275,647
|
$ 27.33
$ 26.65
$ 26.75
270,212
|
$ 26.30
$ 25.81
$ 26.08
628,148
|
April 2017
High
Low
Close
Volume traded
|
$ 19.87
$ 19.06
$ 19.07
291,423
|
$ 19.44
$ 18.68
$ 18.89
341,202
|
$ 15.08
$ 14.40
$ 14.41
319,778
|
$ 14.37
$ 13.70
$ 13.80
163,112
|
$ 16.57
$ 15.55
$ 15.60
145,831
|
$ 15.55
$ 15.27
$ 15.39
8,965
|
$ 22.49
$ 21.43
$ 21.55
369,494
|
$ 22.85
$ 21.94
$ 22.10
449,997
|
$ 24.34
$ 23.65
$ 23.65
146,307
|
$ 27.42
$ 26.62
$ 27.28
181,851
|
$ 26.48
$ 25.92
$ 26.27
1,103,086
|
March 2017
High
Low
Close
Volume traded
|
$ 19.65
$ 18.30
$ 19.40
276,109
|
$ 19.04
$ 17.54
$ 18.90
294,227
|
$ 15.17
$ 14.30
$ 14.67
218,414
|
$ 13.78
$ 12.99
$ 13.72
76,900
|
$ 16.25
$ 15.59
$ 15.92
156,735
|
$ 15.54
$ 14.50
$ 15.54
5,348
|
$ 22.40
$ 21.70
$ 22.37
304,622
|
$ 23.16
$ 22.35
$ 22.58
455,353
|
$ 23.92
$ 22.86
$ 23.90
98,207
|
$ 26.77
$ 26.37
$ 26.71
527,184
|
$ 26.18
$ 25.61
$ 26.00
1,048,057
|
February 2017
High
Low
Close
Volume traded
|
$ 18.99
$ 17.59
$ 18.32
139,957
|
$ 18.13
$ 16.50
$ 17.84
97,323
|
$ 14.99
$ 14.00
$ 14.48
205,242
|
$ 13.47
$ 12.60
$ 13.10
140,335
|
$ 16.31
$ 15.19
$ 16.00
152,188
|
$ 15.39
$ 14.75
$ 14.75
3,163
|
$ 22.37
$ 20.36
$ 22.01
249,246
|
$ 23.10
$ 21.30
$ 22.74
275,553
|
$ 23.94
$ 22.74
$ 23.05
247,326
|
$ 26.64
$ 26.37
$ 26.48
234,969
|
$ 25.90
$ 25.46
$ 25.73
1,750,501
|
January 2017
High
Low
Close
Volume traded
|
$ 17.82
$ 15.78
$ 17.61
234,433
|
$ 17.25
$ 15.02
$ 16.81
108,774
|
$ 14.60
$ 13.19
$ 14.35
304,127
|
$ 13.40
$ 11.96
$ 13.11
68,818
|
$ 15.54
$ 13.78
$ 15.29
301,751
|
$ 14.76
$ 13.10
$ 14.76
12,495
|
$ 20.75
$ 18.62
$ 20.42
1,226,439
|
$ 21.51
$ 19.51
$ 21.39
806,021
|
$ 23.52
$ 22.01
$ 22.80
132,391
|
$ 26.85
$ 26.28
$ 26.60
529,655
|
$ 25.92
$ 25.32
$ 25.45
4,283,769
|
|
TransCanada
Annual information form
2017
|
29
|
Name and
place of residence
|
|
Principal occupation during the five preceding years
|
|
Director since
|
Kevin E. Benson
Heritage Point, Alberta
Canada
|
|
Corporate director. Director, Winter Sport Institute (non-profit) since February 2015. Director, Calgary Airport Authority from January 2010 to December 2013.
|
|
2005
|
Derek H. Burney, O.C.
Ottawa, Ontario
Canada
|
|
Senior strategic advisor, Norton Rose Fulbright (law firm). Chairman, GardaWorld International Advisory Board (risk management and security services) since April 2008. Advisory Board member, Paradigm Capital Inc. (investment dealer) since May 2011. Director (Chair), Liquor Stores N.A. Ltd. since June 2017.
|
|
2005
|
Stéphan Crétier
Dubai, United Arab Emirates
|
|
Chairman, President and Chief Executive Officer of Garda World Security Corporation (Garda World) (private security services) and director of a number of Garda World’s direct and indirect subsidiaries, since 1999. Director, ORTHOsoft Inc. (formerly ORTHOsoft Holdings Inc.) (medical software technology) from August 2004 to November 2004. Director, BioEnvelop Technologies Corp. (manufacturing) from 2001 to 2003. Director, President and Chief Executive Officer, Rafale Capital Corp. (manufacturing) from 1999 to 2001.
|
|
2017
|
Russell K. Girling
1
Calgary, Alberta
Canada
|
|
President and Chief Executive Officer, TransCanada since July 2010. Chief Operating Officer from July 2009 to June 2010, and President, Pipelines from June 2006 to June 2010. Director, American Petroleum Institute since January 2015. Director, Nutrien Ltd. (formerly Agrium Inc.) (agriculture) since May 2006.
|
|
2010
|
S. Barry Jackson
Calgary, Alberta
Canada
|
|
Corporate director. Director, WestJet Airlines Ltd. (airline) since February 2009. Director, Laricina Energy Ltd. (oil and gas, exploration and production) from December 2005 to November 2017. Director, Nexen Inc. (Nexen) (oil and gas, exploration and production) from 2001 to June 2013, and Chair of the Board, Nexen from 2012 to June 2013.
|
|
2002
|
John E. Lowe
Houston, Texas
U.S.A.
|
|
Non-executive Chairman of the Board, Apache Corporation (Apache) (oil and gas) since May 2015. Director, Phillips 66 Company (energy infrastructure) since May 2012. Director, Apache since July 2013. Senior Executive Adviser at Tudor, Pickering, Holt & Co. LLC (energy investment and merchant banking) since September 2012.
|
|
2015
|
Paula Rosput Reynolds
Seattle, Washington
U.S.A.
|
|
President and Chief Executive Officer, PreferWest, LLC (business advisory group) since October 2009. Director, CBRE Group, Inc. (commercial real estate) since March 2016. Director, BP p.l.c. (oil and gas) since May 2015. Director, BAE Systems plc. (aerospace, defence, information security) since April 2011. Director, Siluria Technologies Inc. (natural gas) from February 2015 to June 2017. Director, Delta Air Lines, Inc. (airline) from August 2004 to June 2015. Director, Anadarko Petroleum Corporation (oil and gas, exploration and production) from August 2007 to May 2014.
|
|
2011
|
Mary Pat Salomone
Naples, Florida
U.S.A.
|
|
Corporate director. Director, Herc Rentals (equipment rental) since July 2016. Director, Intertape Polymer Group (manufacturing) since November 2015. Senior Vice-President and Chief Operating Officer, The Babcock & Wilcox Company (energy infrastructure) from January 2010 to June 2013. Director, United States Enrichment Corporation (basic materials, nuclear) from December 2011 to October 2012.
|
|
2013
|
Indira Samarasekera
Vancouver, British Columbia
Canada
|
|
Senior Advisor, Bennett Jones LLP (law firm) since September 2015. Director, Magna International Inc. (automotive manufacturing) since May 2014 and the Bank of Nova Scotia (Scotiabank) (chartered bank) since May 2008. Member, selection panel for Canada's outstanding chief executive officer. Member, The TriLateral Commission since August 2016.
|
|
2016
|
D. Michael G. Stewart
Calgary, Alberta
Canada
|
|
Corporate director. Director, Pengrowth Energy Corporation (oil and gas, exploration and production) since December 2010. Director, CES Energy Solutions Corp. (oilfield services) since January 2010. Director, Northpoint Resources Ltd. (oil and gas, exploration and production) from July 2013 to February 2015. Director, C&C Energia Ltd. (oil and gas) from May 2010 to December 2012.
|
|
2006
|
30
|
TransCanada
Annual information form
2017
|
|
Name and
place of residence
|
|
Principal occupation during the five preceding years
|
|
Director since
|
Siim A. Vanaselja
Toronto, Ontario
Canada
|
|
Corporate director. Chair of the Board, TransCanada since May 2017. Director, RioCan Real Estate Investment Trust (real estate) since May 2017. Director, Great-West Lifeco Inc. (financial services) since May 2014. Director, Maple Leaf Sports and Entertainment Ltd. (sports, property management) from August 2012 to June 2017. Executive Vice-President and Chief Financial Officer, BCE Inc. and Bell Canada (telecommunications and media) from January 2001 to June 2015.
|
|
2014
|
Thierry Vandal
Mamaroneck, New York
U.S.A.
|
|
President, Axium Infrastructure US, Inc. (independent infrastructure fund management firm) and Director, Axium infrastucture Inc. since 2015. Director, Royal Bank of Canada (chartered bank) since 2015. Member, International Advisory Board of École des Hautes Etudes Commerciales Montréal from 2006 to October 2017.
|
|
2017
2
|
Richard E. Waugh
Calgary, Alberta
Canada
|
|
Corporate director. Advisor, Acasta Enterprises Inc. (asset management/investment) since June 2015. President and Chief Executive Officer, Scotiabank from March 2003 to November 2013 and Deputy Chairman from November 2013 to January 2014. Director, Catalyst Inc. (non-profit) from February 2007 to November 2013 and Chair, Canadian Advisory Board, Catalyst Canada Inc. from February 2007 to October 2013.
|
|
2012
|
•
|
was the subject of a cease trade or similar order, or an order denying that company any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days
|
•
|
was involved in an event that resulted in the company being subject to one of the above orders after the director or executive officer no longer held that role with the company, which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer
|
•
|
while acting in that capacity, or within a year of acting in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that company.
|
•
|
become bankrupt
|
•
|
made a proposal under any legislation relating to bankruptcy or insolvency
|
•
|
become subject to or launched any proceedings, arrangement or compromise with any creditors, or
|
•
|
had a receiver, receiver manager or trustee appointed to hold any of their assets.
|
|
TransCanada
Annual information form
2017
|
31
|
•
|
any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or
|
•
|
any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
|
Director
|
Audit
committee
|
Governance committee
|
Health, Safety & Environment
committee
|
Human Resources
committee
|
Kevin E. Benson
|
ü
|
Chair
|
|
|
Derek H. Burney
|
ü
|
ü
|
|
|
Stéphan Crétier
|
ü
|
|
ü
|
|
S. Barry Jackson
|
|
ü
|
|
ü
|
John E. Lowe
|
Chair
|
|
ü
|
|
Paula Rosput Reynolds
|
|
ü
|
|
Chair
|
Mary Pat Salomone
|
|
|
ü
|
ü
|
Indira Samarasekera
|
ü
|
ü
|
|
|
D. Michael G. Stewart
|
ü
|
|
Chair
|
|
Siim A. Vanaselja (Chair)
|
|
ü
|
|
ü
|
Thierry Vandal
|
ü
|
|
ü
|
|
Richard E. Waugh
|
|
|
ü
|
ü
|
32
|
TransCanada
Annual information form
2017
|
|
Name
|
Present position held
|
Principal occupation during the five preceding years
|
Russell K. Girling
|
President and Chief Executive Officer
|
President and Chief Executive Officer.
|
Stanley G. Chapman, III
|
Executive Vice-President and President, U.S. Natural Gas Pipelines
|
Prior to April 2017, Senior Vice-President and General Manager, U.S. Natural Gas Pipelines. Prior to July 2016 Executive Vice-President and Chief Commercial Officer of Columbia Pipeline Group, Inc.
|
Kristine L. Delkus
|
Executive Vice-President, Stakeholder Relations and Technical Services and General Counsel
|
Prior to April 2017, Executive Vice-President, Stakeholder Relations and General Counsel. Prior to October 2015, Executive Vice-President, General Counsel and Chief Compliance Officer. Prior to March 2014, Senior Vice-President, Pipelines Law and Regulatory Affairs (TCPL).
|
Wendy L. Hanrahan
|
Executive Vice-President, Corporate Services
|
Executive Vice-President, Corporate Services.
|
Karl R. Johannson
|
Executive Vice-President and President, Canada and Mexico Natural Gas Pipelines and Energy
|
Prior to April 2017, Executive Vice-President, Natural Gas Pipelines.
|
Donald R. Marchand
|
Executive Vice-President and Chief Financial Officer
|
Prior to February 1, 2017, Executive Vice-President, Corporate Development and Chief Financial Officer. Prior to October 2015, Executive Vice-President and Chief Financial Officer.
|
Paul E. Miller
|
Executive Vice-President and President, Liquids Pipelines
|
Prior to March 2014, Senior Vice-President, Oil Pipelines.
|
Dean C. Patry
|
Senior Vice-President, Liquids Pipelines
|
Prior to November 2017, Senior Vice-President, Liquids Pipelines (TCPL). Prior to February 2017, Senior Vice-President, Business Transformation (TCPL). Prior to October 2015, Vice-President, Major Projects Development (TCPL). Prior to July 2014, Vice-President, U.S. Natural Gas Pipelines Central (TCPL). Prior to March 2014, Vice-President, U.S. Pipelines Central (TCPL).
|
Francois L. Poirier
|
Executive Vice-President, Strategy and Corporate Development
|
Prior to February 1, 2017, Senior Vice-President, Strategy and Corporate Development. Prior to October 2015, President, Energy East Pipeline. Prior to September 2015, President, Wells Fargo Securities Canada, Ltd.
|
Tracy A. Robinson
|
Senior Vice-President, Canadian Natural Gas Pipelines
|
Prior to November 2017, Senior Vice-President, Canada, Natural Gas Pipelines Division, Canada (TCPL). Prior to April 2017, Senior Vice-President, Canada, Natural Gas Pipelines Division (TCPL). Prior to March 2017, Vice-President, Supply Chain (TCPL). Prior to October 2015, Vice-President, Transportation, Liquids Pipelines Division (TCPL). Prior to September 2014, Vice-President, Marketing and Sales, Canadian Pacific Railway Limited.
|
Name
|
Present position held
|
Principal occupation during the five preceding years
|
Sean M. Brett
|
Vice-President, Risk Management
|
Prior to August 2015, Vice-President and Treasurer.
|
Dennis P. Hebert
|
Vice-President, Taxation
|
Prior to June 2017, Vice-President, Tax and Insurance, Spectra Energy (Spectra). Prior to June 2014, General Manager, Tax (Spectra).
|
R. Ian Hendy
|
Vice-President and Treasurer
|
Prior to December 2017, Director, Financial Trading and Assistant Treasurer (TCPL).
|
Joel E. Hunter
|
Senior Vice-President, Capital Markets
|
Prior to December 2017, Vice-President, Finance and Treasurer. Prior to August 2015, Vice-President, Finance.
|
Christine R. Johnston
|
Vice-President, Law and Corporate Secretary
|
Prior to June 2014, Vice-President and Corporate Secretary. Prior to March 2012, Vice-President, Finance Law.
|
G. Glenn Menuz
|
Vice-President and Controller
|
Vice-President and Controller.
|
|
TransCanada
Annual information form
2017
|
33
|
•
|
National Instrument 52-110,
Audit Committees
|
•
|
National Policy 58-201,
Corporate Governance Guidelines
, and
|
•
|
National Instrument 58-101,
Disclosure of Corporate Governance Practices
.
|
34
|
TransCanada
Annual information form
2017
|
|
|
TransCanada
Annual information form
2017
|
35
|
($ millions)
|
2017
|
2016
|
|
|
|
Audit fees
|
$9.7
(1)
|
$8.2
|
•
audit of the annual consolidated financial statements
|
|
|
•
services related to statutory and regulatory filings or engagements
|
|
|
•
review of interim consolidated financial statements and information contained in various prospectuses and other securities offering documents
|
|
|
Audit-related fees
|
$0.1
|
$0.1
|
•
services related to the audit of the financial statements of certain TransCanada post-retirement and post-employment plans, and pipeline abandonment trusts
|
|
|
Tax fees
(2)
|
$0.8
|
$0.6
|
•
Canadian and international tax planning and tax compliance matters, including the review of income tax returns and other tax filings
|
|
|
All other fees
|
$0.2
|
–
|
•
French translation services
|
|
|
Total fees
|
$10.8
|
$8.9
|
36
|
TransCanada
Annual information form
2017
|
|
1.
|
Additional information in relation to TransCanada may be found under TransCanada's profile on SEDAR (www.sedar.com).
|
2.
|
Additional information including directors' and officers' remuneration and indebtedness, principal holders of TransCanada's securities and securities authorized for issuance under equity compensation plans (all where applicable), is contained in TransCanada's Management information circular for its most recent annual meeting of shareholders that involved the election of directors and can be obtained upon request from the Corporate Secretary of TransCanada.
|
3.
|
Additional financial information is provided in TransCanada's audited consolidated financial statements and MD&A for its most recently completed financial year.
|
|
TransCanada
Annual information form
2017
|
37
|
Units of measure
|
||
Bbl/d
|
|
Barrel(s) per day
|
Bcf
|
|
Billion cubic feet
|
Bcf/d
|
|
Billion cubic feet per day
|
GJ
|
|
Gigajoule
|
hp
|
|
horsepower
|
km
|
|
Kilometres
|
MMcf/d
|
|
Million cubic feet per day
|
MW
|
|
Megawatt(s)
|
MWh
|
|
Megawatt hours
|
PJ/d
|
|
Petajoules per day
|
TJ/d
|
|
Terajoules per day
|
|
|
|
General terms and terms related to our operations
|
||
AFUDC
|
|
Allowance of funds used during construction
|
ATM
|
|
An at-the-market distribution program allowing us to issue common shares from treasury at the prevailing market price
|
B.C.
|
|
British Columbia
|
bitumen
|
|
A thick, heavy oil that must be diluted to flow (also see: diluent). One of the components of the oil sands, along with sand, water and clay
|
diluent
|
|
A thinning agent made up of organic compounds. Used to dilute bitumen so it can be transported through pipelines
|
FID
|
|
Final investment decision
|
FEIS
|
|
Final Environmental Impact Statement
|
force majeure
|
|
Unforeseeable circumstances that prevent a party to a contract from fulfilling it
|
GHG
|
|
Greenhouse gas
|
investment base
|
|
Includes rate base as well as assets under construction
|
LDC
|
|
Local distribution company
|
LNG
|
|
Liquefied natural gas
|
PJM Interconnection area (PJM)
|
|
A regional transmission organization that coordinates the movement of wholesale electricity in all or parts of 13 states and the District of Columbia
|
PPA
|
|
Power purchase arrangement
|
rate base
|
|
Our annual average investment used
|
WCSB
|
|
Western Canada Sedimentary Basin
|
Year End
|
|
Year ended December 31, 2017
|
Accounting terms
|
||
AFUDC
|
|
Allowance for funds used during construction
|
DRP
|
|
Dividend reinvestment plan
|
GAAP
|
|
U.S. generally accepted accounting principles
|
OM&A
|
|
Operating, maintenance & administration
|
ROE
|
|
Rate of return on common equity
|
|
|
|
Government and regulatory bodies terms
|
||
AER
|
|
Alberta Energy Regulator
|
BCEAO
|
|
Environmental Assessment Office (British Columbia)
|
CCAA
|
|
Companies' Creditors Arrangement Act
|
CBCA
|
|
Canada Business Corporations Act
|
CFE
|
|
Comisión Federal de Electricidad (Mexico)
|
CRE
|
|
Comisión Reguladora de Energía (Mexico)
|
CQDE
|
|
Québec Environmental Law Centre/ Centre québécois du droit de l'environnement
|
DOS
|
|
U.S. Department of State
|
FERC
|
|
Federal Energy Regulatory Commission (U.S.)
|
MDDELCC
|
|
Ministère du Développement durable, de l'Environnement et la Lutte contre les changements climatiques (Québec)
|
NAFTA
|
|
North American Free Trade Agreement
|
NEB
|
|
National Energy Board (Canada)
|
NRC
|
|
National Response Center
|
NYSE
|
|
New York Stock Exchange
|
OGC
|
|
Oil and Gas Commission (British Columbia)
|
PHMSA
|
|
Pipeline and Hazardous Materials Safety and Administration
|
PSC
|
|
Nebraska Public Service Commission
|
PUC
|
|
Public Utilities Commission
|
SEC
|
|
U.S. Securities and Exchange Commission
|
SGER
|
|
Specified Gas Emitters Regulations
|
TSX
|
|
Toronto Stock Exchange
|
38
|
TransCanada
Annual information form
2017
|
|
Metric
|
Imperial
|
Factor
|
Kilometres (km)
|
Miles
|
0.62
|
Millimetres
|
Inches
|
0.04
|
Gigajoules
|
Million British thermal units
|
0.95
|
Cubic metres*
|
Cubic feet
|
35.3
|
Kilopascals
|
Pounds per square inch
|
0.15
|
Degrees Celsius
|
Degrees Fahrenheit
|
to convert to Fahrenheit multiply by 1.8, then add 32 degrees; to convert to Celsius subtract 32 degrees, then divide by 1.8
|
*
|
The conversion is based on natural gas at a base pressure of 101.325 kilopascals and at a base temperature of 15 degrees Celsius.
|
|
TransCanada
Annual information form
2017
|
39
|
•
|
Company’s financial accounting and reporting process;
|
•
|
integrity of the financial statements;
|
•
|
Company’s internal control over financial reporting;
|
•
|
external financial audit process;
|
•
|
compliance by the Company with legal and regulatory requirements; and
|
•
|
independence and performance of the Company’s internal and external auditor.
|
(a)
|
review, discuss with management and the external auditor and recommend to the Board for approval, the Company’s audited annual consolidated financial statements, annual information form, management’s discussion and analysis (MD&A), all financial information in prospectuses and other offering memoranda, financial statements required by securities regulators, all prospectuses and all documents which may be incorporated by reference into a prospectus, including, without limitation, the annual management information circular, but excluding any pricing or prospectus supplement relating to the issuance of debt securities of the Company;
|
(b)
|
review, discuss with management and the external auditor and recommend to the Board for approval, the release to the public of the Company’s interim reports, including the consolidated financial statements, MD&A and press releases on quarterly financial results;
|
(c)
|
review and discuss with management and the external auditor the use of non-GAAP information and the applicable reconciliation;
|
(d)
|
review and discuss with management any financial outlook or future-oriented financial information disclosure in advance of its public release; provided, however, that such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made). The Audit Committee need not discuss in advance each instance in which the Company may provide financial projections or presentations to credit rating agencies;
|
(e)
|
review with management and the external auditor major issues regarding accounting policies and auditing practices,
|
40
|
TransCanada
Annual information form
2017
|
|
(ii)
|
all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditor; and
|
(iii)
|
other material written communications between the external auditor and management, such as any management letter or schedule of unadjusted differences.
|
(g)
|
review with management and the external auditor the effect of regulatory and accounting developments on the Company’s financial statements;
|
(a)
|
review with management and the external auditor the effect of any off-balance sheet structures on the Company’s financial statements;
|
(i)
|
review with management, the external auditor and, if necessary, legal counsel, any litigation, claim or contingency, including arbitration and tax assessments, that could have a material effect upon the financial position of the Company, and the manner in which these matters have been disclosed in the financial statements;
|
(j)
|
review disclosures made to the Audit Committee by the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO) during their certification process for the periodic reports filed with securities regulators about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls; and
|
(k)
|
discuss with management the Company’s material financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.
|
(a)
|
review with the Company’s General Counsel legal matters that may have a material impact on the financial statements, the Company’s compliance policies and any material reports or inquiries received from regulators or governmental agencies.
|
(a)
|
review and approve the audit plans of the internal auditor of the Company including the degree of coordination between such plans and those of the external auditor and the extent to which the planned audit scope can be relied upon to detect weaknesses in internal control, fraud or other illegal acts;
|
(b)
|
review the significant findings prepared by the internal audit department and recommendations issued by it or by any external party relating to internal audit issues, together with management’s response thereto;
|
(c)
|
review compliance with the Company’s policies and avoidance of conflicts of interest;
|
(d)
|
review the report prepared by the internal auditor on officers’ expenses and aircraft usage;
|
(e)
|
review the adequacy of the resources of the internal auditor to ensure the objectivity and independence of the internal audit function, including reports from the internal audit department on its audit process with subsidiaries and affiliates; and
|
(f)
|
ensure the internal auditor has access to the Chair of the Audit Committee, the Board and the CEO and meet separately with the internal auditor to review with him or her any problems or difficulties he or she may have encountered and specifically:
|
(i)
|
any difficulties which were encountered in the course of the audit work, including restrictions on the scope of activities or access to required information, and any disagreements with management;
|
(ii)
|
any changes required in the planned scope of the internal audit; and
|
|
TransCanada
Annual information form
2017
|
41
|
(a)
|
review any letter, report or other communication from the external auditor in respect of any identified weakness in internal control or unadjusted difference and management’s response and follow‑up, inquire regularly of management and the external auditor of any significant issues between them and how they have been resolved, and intervene in the resolution if required;
|
(b)
|
receive and review annually the external auditor’s formal written statement of independence delineating all relationships between itself and the Company;
|
(c)
|
meet separately with the external auditor to review any problems or difficulties the external auditor may have encountered and specifically:
|
(i)
|
any difficulties which were encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information, and any disagreements with management; and
|
(d)
|
meet with the external auditor prior to the audit to review the planning and staffing of the audit;
|
(e)
|
receive and review annually the external auditor's written report on their own internal quality control procedures; any material issues raised by the most recent internal quality control review, or peer review, of the external auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, and any steps taken to deal with such issues;
|
(f)
|
review and evaluate the external auditor, including the lead partner of the external auditor team; and
|
(g)
|
ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law,
but at least every five years.
|
(a)
|
pre-approve all audit services (which may entail providing comfort letters in connection with securities underwritings) and all permitted non‑audit services, other than non‑audit services where:
|
(i)
|
the aggregate amount of all such non‑audit services provided to the Company that were not pre-approved constitutes not more than five percent of the total fees paid by the Company and its subsidiaries to the external auditor during the fiscal year in which the non‑audit services are provided;
|
(ii)
|
such services were not recognized by the Company at the time of the engagement to be non‑audit services; and
|
(iii)
|
such services are promptly brought to the attention of the Audit Committee and approved, prior to the completion of the audit, by the Audit Committee or by one or more members of the Audit Committee to whom authority to grant such approvals has been delegated by the Audit Committee.
|
(b)
|
approval by the Audit Committee of a non‑audit service to be performed by the external auditor shall be disclosed as required under securities laws and regulations;
|
(c)
|
the Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals required by this subsection. The decisions of any member to whom authority is delegated to pre-approve an activity shall be presented to the Audit Committee at its first scheduled meeting following such pre-approval; and
|
(d)
|
if the Audit Committee approves an audit service within the scope of the engagement of the external auditor, such audit service shall be deemed to have been pre-approved for purposes of this subsection.
|
(a)
|
review and recommend to the Board for approval the implementation of, and significant amendments to, policies and program initiatives deemed advisable by management or the Audit Committee with respect to the Company’s code of business ethics (COBE), risk management and financial reporting policies;
|
(b)
|
obtain reports from management, the Company’s senior internal auditing executive and the external auditor and
|
42
|
TransCanada
Annual information form
2017
|
|
(c)
|
establish a non‑traceable, confidential and anonymous system by which callers may ask for advice or report any ethical or financial concern, ensure that procedures for the receipt, retention and treatment of complaints in respect of accounting, internal controls and auditing matters are in place, and receive reports on such matters as necessary;
|
(d)
|
annually review and assess the adequacy of the Company’s public disclosure policy; and
|
(e)
|
review and approve the Company’s hiring polic
y for partners, employees and former partners and employees of the present and former external auditor (recognizing the Sarbanes-Oxley Act of 2002 does not permit the CEO, controller, CFO or chief accounting officer to have participated in the Company’s audit as an employee of the
external auditor during the preceding one-year period) and monitor the Company’s adherence to the policy.
|
(a)
|
review and approve annually the Statement of Investment Beliefs for the Company’s pension plans;
|
(b)
|
delegate the ongoing administration and management of the financial aspects of the Canadian pension plans to the Pension Committee comprised of members of the Company’s management team appointed by the Human Resources Committee, in accordance with the Pension Committee Charter, which terms shall be approved by both the Audit Committee and the Human Resources Committee, and the terms of the Statement of Investment Beliefs;
|
(c)
|
monitor the financial management activities of the Pension Committee and receive updates at least annually from the Pension Committee on the investment of the Plan assets to ensure compliance with the Statement of Investment Beliefs;
|
(d)
|
provide advice to the Human Resources Committee on any proposed changes in the Company’s pension plans in respect of any significant effect such changes may have on pension financial matters;
|
(e)
|
review and consider financial and investment reports and the funded status relating to the Company’s pension plans and recommend to the Board on pension contributions;
|
(f)
|
receive, review and report to the Board on the actuarial valuation and funding requirements for the Company’s pension plans;
|
(g)
|
approve the initial selection or change of actuary for the Company’s pension plans; and
|
(h)
|
approve the appointment or termination of the pension plans’ auditor.
|
(a)
|
review and approve the engagement and related fees of the auditor for any plan of a U.S. subsidiary that offers Company stock to employees as an investment option under the plan.
|
(a)
|
review annually the reports of the Company’s representatives on certain audit committees of subsidiaries and affiliates of the Company and any significant issues and auditor recommendations concerning such subsidiaries and affiliates; and
|
(b)
|
oversee succession planning for the senior management in finance, treasury, tax, risk, internal audit and the controllers’ group.
|
(a)
|
review quarterly, the report of the Chief Information Officer (or such other appropriate Company representative) on information security controls, education and awareness.
|
|
TransCanada
Annual information form
2017
|
43
|
(a)
|
review and approve the agenda for each meeting of the Audit Committee and, as appropriate, consult with members of management;
|
(
b)
|
preside over meetings of the Audit Committee;
|
(c)
|
make suggestions and provide feedback from the Audit Committee to management regarding information that is or should be provided to the Audit Committee;
|
(d)
|
report to the Board on the activities of the Audit Committee relative to its recommendations, resolutions, actions and concerns; and
|
(e)
|
meet as necessary with the internal and external auditor.
|
44
|
TransCanada
Annual information form
2017
|
|
|
TransCanada
Annual information form
2017
|
45
|
|
|
|
|
|
ABOUT THIS DOCUMENT
|
6
|
|
|
ABOUT OUR BUSINESS
|
10
|
|
|
|
• Three core businesses
|
11
|
|
|
• Our strategy
|
12
|
|
|
• Impact of U.S. Tax Reform
|
13
|
|
|
• 2016 Acquisition of Columbia Pipeline Group, Inc.
|
14
|
|
|
• Capital program
|
15
|
|
|
• 2017 Financial highlights
|
17
|
|
|
• Outlook
|
23
|
|
NATURAL GAS PIPELINES BUSINESS
|
24
|
|
|
CANADIAN NATURAL GAS PIPELINES
|
31
|
|
|
U.S. NATURAL GAS PIPELINES
|
35
|
|
|
MEXICO NATURAL GAS PIPELINES
|
40
|
|
|
NATURAL GAS PIPELINES BUSINESS RISKS
|
43
|
|
|
LIQUIDS PIPELINES
|
45
|
|
|
ENERGY
|
55
|
|
|
CORPORATE
|
65
|
|
|
FINANCIAL CONDITION
|
70
|
|
|
OTHER INFORMATION
|
83
|
|
|
|
• Risks and risk management
|
83
|
|
|
• Controls and procedures
|
90
|
|
|
• Critical accounting estimates
|
91
|
|
|
• Financial instruments
|
94
|
|
|
• Accounting changes
|
97
|
|
|
• Reconciliation of comparable EBITDA and comparable EBIT
to segmented earnings
|
100
|
|
|
• Quarterly results
|
101
|
|
GLOSSARY
|
108
|
|
|
TransCanada
Management's discussion and analysis
2017
|
5
|
•
|
planned changes in our business
|
•
|
our financial and operational performance, including the performance of our subsidiaries
|
•
|
expectations or projections about strategies and goals for growth and expansion
|
•
|
expected cash flows and future financing options available to us
|
•
|
expected dividend growth
|
•
|
expected costs for planned projects, including projects under construction, permitting and in development
|
•
|
expected schedules for planned projects (including anticipated construction and completion dates)
|
•
|
expected regulatory processes and outcomes
|
•
|
expected outcomes with respect to legal proceedings, including arbitration and insurance claims
|
•
|
expected capital expenditures and contractual obligations
|
•
|
expected operating and financial results
|
•
|
the expected impact of future accounting changes, commitments and contingent liabilities
|
•
|
the expected impact of U.S. Tax Reform
|
•
|
expected industry, market and economic conditions.
|
•
|
planned wind-down of our U.S. Northeast power marketing business
|
•
|
inflation rates and commodity prices
|
•
|
nature and scope of hedging
|
•
|
regulatory decisions and outcomes
|
•
|
interest, tax and foreign exchange rates, including the impact of U.S. Tax Reform
|
•
|
planned and unplanned outages and the use of our pipeline and energy assets
|
•
|
integrity and reliability of our assets
|
•
|
access to capital markets
|
•
|
anticipated construction costs, schedules and completion dates.
|
6
|
TransCanada
Management's discussion and analysis
2017
|
|
•
|
our ability to successfully implement our strategic priorities and whether they will yield the expected benefits
|
•
|
the operating performance of our pipeline and energy assets
|
•
|
amount of capacity sold and rates achieved in our pipeline businesses
|
•
|
the availability and price of energy commodities
|
•
|
the amount of capacity payments and revenues from our energy business
|
•
|
regulatory decisions and outcomes
|
•
|
outcomes of legal proceedings, including arbitration and insurance claims
|
•
|
performance and credit risk of our counterparties
|
•
|
changes in market commodity prices
|
•
|
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, tax and foreign exchange rates, including the impact of U.S. Tax Reform
|
•
|
weather
|
•
|
cyber security
|
•
|
technological developments
|
•
|
economic conditions in North America as well as globally.
|
|
TransCanada
Management's discussion and analysis
2017
|
7
|
•
|
comparable earnings
|
•
|
comparable earnings per common share
|
•
|
comparable EBITDA
|
•
|
comparable EBIT
|
•
|
funds generated from operations
|
•
|
comparable funds generated from operations
|
•
|
comparable distributable cash flow
|
•
|
comparable distributable cash flow per common share.
|
•
|
certain fair value adjustments relating to risk management activities
|
•
|
income tax refunds and adjustments and changes to enacted tax rates
|
•
|
gains or losses on sales of assets or assets held for sale
|
•
|
legal, contractual and bankruptcy settlements
|
•
|
impact of regulatory or arbitration decisions relating to prior year earnings
|
•
|
restructuring costs
|
•
|
impairment of goodwill, investments and other assets including certain ongoing maintenance and liquidation costs
|
•
|
acquisition and integration costs.
|
8
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
9
|
10
|
TransCanada
Management's discussion and analysis
2017
|
|
at December 31
|
|
|
|
||||
(millions of $)
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
||
Total assets
|
|
|
|
|
|
||
Canadian Natural Gas Pipelines
|
|
16,904
|
|
|
15,816
|
|
|
U.S. Natural Gas Pipelines
|
|
35,898
|
|
|
34,422
|
|
|
Mexico Natural Gas Pipelines
|
|
5,716
|
|
|
5,013
|
|
|
Liquids Pipelines
|
|
15,438
|
|
|
16,896
|
|
|
Energy
1
|
|
8,503
|
|
|
13,169
|
|
|
Corporate
|
|
3,642
|
|
|
2,735
|
|
|
|
|
86,101
|
|
|
88,051
|
|
|
1
|
2016 includes U.S. Northeast power assets held for sale.
|
year ended December 31
|
|
|
|
|
|
||
(millions of $)
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
||
Total revenues
|
|
|
|
|
|
||
Canadian Natural Gas Pipelines
|
|
3,693
|
|
|
3,682
|
|
|
U.S. Natural Gas Pipelines
1
|
|
3,584
|
|
|
2,526
|
|
|
Mexico Natural Gas Pipelines
|
|
570
|
|
|
378
|
|
|
Liquids Pipelines
|
|
2,009
|
|
|
1,755
|
|
|
Energy
2
|
|
3,593
|
|
|
4,206
|
|
|
|
|
13,449
|
|
|
12,547
|
|
|
1
|
Includes Columbia effective July 2016.
|
2
|
Includes U.S. Northeast power and Ontario solar assets until sold in 2017.
|
year ended December 31
|
|
|
|
|
|
||
(millions of $)
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
||
Comparable EBITDA
|
|
|
|
|
|
||
Canadian Natural Gas Pipelines
|
|
2,144
|
|
|
2,182
|
|
|
U.S. Natural Gas Pipelines
1
|
|
2,357
|
|
|
1,682
|
|
|
Mexico Natural Gas Pipelines
|
|
519
|
|
|
332
|
|
|
Liquids Pipelines
|
|
1,348
|
|
|
1,152
|
|
|
Energy
2
|
|
1,030
|
|
|
1,281
|
|
|
Corporate
|
|
(21
|
)
|
|
18
|
|
|
|
|
7,377
|
|
|
6,647
|
|
|
1
|
Includes Columbia effective July 2016.
|
2
|
Includes U.S. Northeast power and Ontario solar assets until sold in 2017.
|
|
TransCanada
Management's discussion and analysis
2017
|
11
|
1
|
Maximize the full-life value of our infrastructure assets and commercial positions
|
|
|
|
• Long-life infrastructure assets and long-term commercial arrangements are the cornerstones of our low risk business model.
• Our pipeline assets include large-scale natural gas and crude oil pipelines that connect long-life supply basins with stable and growing markets, generating predictable and sustainable cash flow and earnings.
• In Energy, long-term power sale agreements are used to manage and optimize our portfolio and to manage price volatility.
|
2
|
Commercially develop and build new asset investment programs
|
|
|
|
• We are developing high quality, long-life assets under our current $47 billion capital program, comprised of $23 billion in near-term projects and $24 billion in commercially-supported medium to long-term projects. These will contribute incremental earnings and cash flow over the near, medium and long terms as our investments are placed in service.
• Our expertise in project development, managing construction risks and maximizing capital productivity ensures a disciplined approach to reliability, cost and schedule, resulting in superior service for our customers and returns to shareholders.
• As part of our growth strategy, we rely on this experience and our regulatory, commercial, financial, legal and operational expertise to successfully build and integrate new pipeline and other energy facilities.
• We are able to balance safety, profitability and social and environmental responsibility in our investing activities.
|
3
|
Cultivate a focused portfolio of high quality development and investment options
|
|
|
|
• We assess opportunities to develop and acquire energy infrastructure that complements our existing portfolio and diversifies access to attractive supply and market regions.
• We focus on pipeline and energy growth initiatives in core regions of North America and prudently manage development costs, minimizing capital-at-risk in early stages of projects.
• We will advance selected opportunities to full development and construction when market conditions are appropriate and project risks and returns are acceptable.
|
4
|
Maximize our competitive strengths
|
|
|
|
• We are continually refining core competencies in areas such as safety, operational excellence, supply chain management, project execution and stakeholder management to ensure we provide maximum shareholder value over the short, medium and long terms.
|
|
A competitive advantage
|
|
|
Years of experience in the energy infrastructure business and a disciplined approach to project management and capital
investment give us our competitive edge.
|
|
|
• Strong leadership: scale, presence, operating capabilities and strategy development; expertise in regulatory, legal,
commercial and financing support.
|
|
|
• High quality portfolio: a low-risk and enduring business model that maximizes the full-life value of our long-life assets
and commercial positions throughout all points in the business cycle.
|
|
|
• Disciplined operations: highly skilled in designing, building and operating energy infrastructure with a focus on
operational excellence and a commitment to health, safety and the environment which are paramount parts of our
core values.
|
|
|
• Financial positioning: consistently strong financial performance, long-term financial stability and profitability; disciplined
approach to capital investment; ability to access sizable amounts of competitively priced capital to support our growth;
simplicity and understandability of our business and corporate structure; ability to balance an increasing dividend on
our common shares while preserving financial flexibility to fund our capital program in all market conditions.
|
|
|
• Long-term relationships: long-term, transparent relationships with key customers and stakeholders; clear communication
of our prospects to equity and fixed income investors – both the upside and the risks – to build trust and support.
|
|
12
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
13
|
14
|
TransCanada
Management's discussion and analysis
2017
|
|
|
|
Expected in-service date
|
|
Estimated project cost
|
|
|
Carrying value
at December 31, 2017
|
|
(billions of $)
|
||||||||
|
|
|
|
|
|
|
||
Canadian Natural Gas Pipelines
|
|
|
|
|
|
|
||
Canadian Mainline
|
|
2018 - 2021
|
|
0.2
|
|
|
—
|
|
NGTL System
|
|
2018
|
|
0.6
|
|
|
0.2
|
|
|
|
2019
|
|
2.3
|
|
|
0.3
|
|
|
|
2020
|
|
1.6
|
|
|
0.1
|
|
|
|
2021
|
|
2.7
|
|
|
—
|
|
U.S. Natural Gas Pipelines
|
|
|
|
|
|
|
||
Columbia Gas
|
|
|
|
|
|
|
||
Leach XPress
1
|
|
2018
|
|
US 1.6
|
|
|
US 1.5
|
|
WB XPress
|
|
2018
|
|
US 0.8
|
|
|
US 0.4
|
|
Mountaineer XPress
|
|
2018
|
|
US 2.6
|
|
|
US 0.5
|
|
Modernization II
|
|
2018 - 2020
|
|
US 1.1
|
|
|
US 0.1
|
|
Buckeye XPress
|
|
2020
|
|
US 0.2
|
|
|
—
|
|
Columbia Gulf
|
|
|
|
|
|
|
||
Cameron Access
|
|
2018
|
|
US 0.3
|
|
|
US 0.3
|
|
Gulf XPress
|
|
2018
|
|
US 0.6
|
|
|
US 0.2
|
|
Other
2
|
|
2018 - 2020
|
|
US 0.3
|
|
|
—
|
|
Mexico Natural Gas Pipelines
|
|
|
|
|
|
|
||
Sur de Texas
3
|
|
2018
|
|
US 1.3
|
|
|
US 1.0
|
|
Villa de Reyes
|
|
2018
|
|
US 0.8
|
|
|
US 0.5
|
|
Tula
|
|
2019
|
|
US 0.7
|
|
|
US 0.5
|
|
Liquids Pipelines
|
|
|
|
|
|
|
||
White Spruce
|
|
2019
|
|
0.2
|
|
|
—
|
|
Energy
|
|
|
|
|
|
|
||
Napanee
|
|
2018
|
|
1.3
|
|
|
0.9
|
|
Bruce Power
– life extension
4
|
|
up to 2020
|
|
0.9
|
|
|
0.3
|
|
|
|
|
|
20.1
|
|
|
6.8
|
|
Foreign exchange impact on near-term projects
5
|
|
|
|
2.6
|
|
|
1.3
|
|
Total near-term projects (billions of Cdn$)
|
|
|
|
22.7
|
|
|
8.1
|
|
1
|
Leach XPress was placed in service in January 2018.
|
2
|
Reflects our proportionate share of costs related to Portland Xpress and various expansion projects.
|
3
|
Our proportionate share.
|
4
|
Amount reflects our proportionate share of the remaining capital costs that Bruce Power expects to incur on its life extension investment programs in advance of the Unit 6 major refurbishment outage which is expected to begin in 2020.
|
5
|
Reflects U.S./Canada foreign exchange rate of 1.25 at
December 31, 2017
.
|
|
TransCanada
Management's discussion and analysis
2017
|
15
|
|
|
Segment
|
|
Estimated project cost
|
|
|
Carrying value
at December 31, 2017
|
|
(billions of $)
|
||||||||
|
|
|
|
|
|
|
||
Heartland and TC Terminals
1
|
|
Liquids Pipelines
|
|
0.9
|
|
|
0.1
|
|
Grand Rapids Phase 2
2
|
|
Liquids Pipelines
|
|
0.7
|
|
|
—
|
|
Bruce Power – life extension
2
|
|
Energy
|
|
5.3
|
|
|
—
|
|
Keystone projects
|
|
|
|
|
|
|
||
Keystone XL
3
|
|
Liquids Pipelines
|
|
US 8.0
|
|
|
US 0.3
|
|
Keystone Hardisty Terminal
1,3
|
|
Liquids Pipelines
|
|
0.3
|
|
|
0.1
|
|
BC west coast LNG-related projects
|
|
|
|
|
|
|
||
Coastal GasLink
|
|
Canadian Natural Gas Pipelines
|
|
4.8
|
|
|
0.4
|
|
NGTL System – Merrick
|
|
Canadian Natural Gas Pipelines
|
|
1.9
|
|
|
—
|
|
|
|
|
|
21.9
|
|
|
0.9
|
|
Foreign exchange impact on medium to longer-term projects
4
|
|
|
|
2.0
|
|
|
0.1
|
|
Total medium to longer-term projects (billions of Cdn$)
|
|
|
|
23.9
|
|
|
1.0
|
|
1
|
Regulatory approvals have been obtained; additional commercial support is being pursued.
|
2
|
Our proportionate share.
|
3
|
Carrying value reflects amount remaining after impairment charge recorded in 2015.
|
4
|
Reflects U.S./Canada foreign exchange rate of 1.25 at
December 31, 2017
.
|
16
|
TransCanada
Management's discussion and analysis
2017
|
|
year ended December 31
|
|
|
|
|
|
|
||||||
(millions of $, except per share amounts)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
|
|
|
|
|
|
|
||||||
Income
|
|
|
|
|
|
|
||||||
Revenues
|
|
13,449
|
|
|
12,547
|
|
|
11,353
|
|
|||
Net income/(loss) attributable to common shares
|
|
2,997
|
|
|
124
|
|
|
(1,240
|
)
|
|||
per common share – basic
|
|
|
$3.44
|
|
|
|
$0.16
|
|
|
|
($1.75
|
)
|
– diluted
|
|
|
$3.43
|
|
|
|
$0.16
|
|
|
|
($1.75
|
)
|
Comparable EBITDA
|
|
7,377
|
|
|
6,647
|
|
|
5,908
|
|
|||
Comparable earnings
|
|
2,690
|
|
|
2,108
|
|
|
1,755
|
|
|||
per common share
|
|
|
$3.09
|
|
|
|
$2.78
|
|
|
|
$2.48
|
|
|
|
|
|
|
|
|
||||||
Cash flows
|
|
|
|
|
|
|
||||||
Net cash provided by operations
|
|
5,230
|
|
|
5,069
|
|
|
4,384
|
|
|||
Comparable funds generated from operations
|
|
5,641
|
|
|
5,171
|
|
|
4,815
|
|
|||
Comparable distributable cash flow
|
|
|
|
|
|
|
||||||
– reflecting all maintenance capital expenditures
|
|
3,599
|
|
|
3,541
|
|
|
3,457
|
|
|||
– reflecting only non-recoverable maintenance capital expenditures
|
|
4,963
|
|
|
4,482
|
|
|
4,243
|
|
|||
Comparable distributable cash flow per common share
|
|
|
|
|
|
|
||||||
– reflecting all maintenance capital expenditures
|
|
|
$4.13
|
|
|
|
$4.67
|
|
|
|
$4.88
|
|
– reflecting only non-recoverable maintenance capital expenditures
|
|
|
$5.69
|
|
|
|
$5.91
|
|
|
|
$5.98
|
|
Capital spending
1
|
|
9,210
|
|
|
6,067
|
|
|
4,922
|
|
|||
Acquisitions, net of cash acquired
|
|
—
|
|
|
13,608
|
|
|
236
|
|
|||
Proceeds from sales of assets, net of transaction costs
|
|
5,317
|
|
|
6
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Balance sheet
|
|
|
|
|
|
|
||||||
Total assets
|
|
86,101
|
|
|
88,051
|
|
|
64,398
|
|
|||
Long-term debt
|
|
34,741
|
|
|
40,150
|
|
|
31,456
|
|
|||
Junior subordinated notes
|
|
7,007
|
|
|
3,931
|
|
|
2,409
|
|
|||
Preferred shares
|
|
3,980
|
|
|
3,980
|
|
|
2,499
|
|
|||
Non-controlling interests
|
|
1,852
|
|
|
1,726
|
|
|
1,717
|
|
|||
Common shareholders' equity
|
|
21,059
|
|
|
20,277
|
|
|
13,939
|
|
|||
|
|
|
|
|
|
|
||||||
Dividends declared
2
|
|
|
|
|
|
|
||||||
per common share
|
|
|
$2.50
|
|
|
|
$2.26
|
|
|
|
$2.08
|
|
|
|
|
|
|
|
|
||||||
Basic common shares (millions)
|
|
|
|
|
|
|
||||||
– weighted average
|
|
872
|
|
|
759
|
|
|
709
|
|
|||
– issued and outstanding
|
|
881
|
|
|
864
|
|
|
703
|
|
1
|
Includes capital expenditures, capital projects in development and contributions to equity investments.
|
2
|
See financial condition on page 78 for details on preferred share dividends.
|
|
TransCanada
Management's discussion and analysis
2017
|
17
|
year ended December 31
|
|
|
|
|
|
|
||||||
(millions of $, except per share amounts)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
|
|
|
|
|
|
|
||||||
Segmented earnings/(losses)
|
|
|
|
|
|
|
||||||
Canadian Natural Gas Pipelines
|
|
1,236
|
|
|
1,307
|
|
|
1,367
|
|
|||
U.S. Natural Gas Pipelines
|
|
1,760
|
|
|
1,190
|
|
|
597
|
|
|||
Mexico Natural Gas Pipelines
|
|
426
|
|
|
287
|
|
|
169
|
|
|||
Liquids Pipelines
|
|
(251
|
)
|
|
806
|
|
|
(2,661
|
)
|
|||
Energy
|
|
1,552
|
|
|
(1,157
|
)
|
|
781
|
|
|||
Corporate
|
|
(39
|
)
|
|
(120
|
)
|
|
(152
|
)
|
|||
Total segmented earnings
|
|
4,684
|
|
|
2,313
|
|
|
101
|
|
|||
Interest expense
|
|
(2,069
|
)
|
|
(1,998
|
)
|
|
(1,370
|
)
|
|||
Allowance for funds used during construction
|
|
507
|
|
|
419
|
|
|
295
|
|
|||
Interest income and other
|
|
184
|
|
|
103
|
|
|
(132
|
)
|
|||
Income/(loss) before income taxes
|
|
3,306
|
|
|
837
|
|
|
(1,106
|
)
|
|||
Income tax recovery/(expense)
|
|
89
|
|
|
(352
|
)
|
|
(34
|
)
|
|||
Net income/(loss)
|
|
3,395
|
|
|
485
|
|
|
(1,140
|
)
|
|||
Net income attributable to non-controlling interests
|
|
(238
|
)
|
|
(252
|
)
|
|
(6
|
)
|
|||
Net income/(loss) attributable to controlling interests
|
|
3,157
|
|
|
233
|
|
|
(1,146
|
)
|
|||
Preferred share dividends
|
|
(160
|
)
|
|
(109
|
)
|
|
(94
|
)
|
|||
Net income/(loss) attributable to common shares
|
|
2,997
|
|
|
124
|
|
|
(1,240
|
)
|
|||
Net income/(loss) per common share
|
|
|
|
|
|
|
||||||
–basic
|
|
|
$3.44
|
|
|
|
$0.16
|
|
|
|
($1.75
|
)
|
–diluted
|
|
|
$3.43
|
|
|
|
$0.16
|
|
|
|
($1.75
|
)
|
•
|
an $804 million recovery of deferred income taxes as a result of U.S. Tax Reform
|
•
|
a $307 million after-tax net gain related to the monetization of our U.S. Northeast power business, which included a $440 million after-tax gain on the sale of TC Hydro, an incremental after-tax loss of $190 million recorded on the sale of the thermal and wind package, $23 million of after-tax third-party insurance proceeds related to a 2017 Ravenswood outage, $14 million of after-tax disposition costs, and income tax adjustments
|
•
|
a $136 million after-tax gain related to the sale of our Ontario solar assets
|
•
|
a $954 million after-tax impairment charge for the Energy East pipeline and related projects as a result of our decision not to proceed with the project applications
|
•
|
a $69 million after-tax charge for integration-related costs associated with the acquisition of Columbia
|
•
|
a $28 million after-tax charge related to the maintenance and liquidation of Keystone XL assets which were expensed pending further advancement of the project
|
•
|
a $7 million income tax recovery related to the realized loss on a third party sale of Keystone XL project assets. A provision for the expected pre-tax loss on these assets was included in our 2015 impairment charge, but the related income tax recoveries could not be recorded until realized.
|
18
|
TransCanada
Management's discussion and analysis
2017
|
|
•
|
a $656 million after-tax impairment of Ravenswood goodwill. As a result of information received during the process to monetize our U.S. Northeast power business in third quarter 2016, it was determined that the fair value of Ravenswood no longer exceeded its carrying value
|
•
|
an $873 million after-tax loss on U.S. Northeast power assets held for sale which included an $863 million after-tax loss on the thermal and wind package held for sale and $10 million of after-tax disposition costs
|
•
|
a $176 million after-tax impairment charge on the carrying value of our Alberta PPAs (both directly and through our equity investment in ASTC Power Partnership) as a result of our decision to terminate the PPAs and a $68 million after-tax loss on the transfer of environmental credits to the Balancing Pool upon final settlement of the PPA terminations
|
•
|
costs associated with the acquisition of Columbia resulting in an after-tax charge of $273 million which included $109 million of dividend equivalent payments on the subscription receipts issued as part of the permanent financing of the transaction, $90 million of retention, severance and integration costs, $36 million of acquisition costs and a $44 million deferred income tax adjustment upon closing of the acquisition, partially offset by $6 million of interest earned on the subscription receipt funds held in escrow prior to their conversion to common shares
|
•
|
$28 million of income tax recoveries related to the realized loss on a third party sale of Keystone XL project assets. A provision for the expected pre-tax loss on these assets was included in our fourth quarter 2015 impairment charge, but the related income tax recoveries could not be recorded until realized
|
•
|
an after-tax charge of $42 million related to Keystone XL costs for the maintenance and liquidation of project assets which were expensed pending further advancement of the project
|
•
|
an after-tax charge of $16 million for restructuring mainly related to expected future losses under lease commitments. These charges formed part of a restructuring initiative, which commenced in 2015, to maximize the effectiveness and efficiency of our existing operations and reduce overall costs
|
•
|
an additional $3 million after-tax loss on the sale of TC Offshore which closed in early 2016.
|
•
|
a $2,891 million after-tax impairment charge on the carrying value of our investment in Keystone XL and related projects
|
•
|
an $86 million after-tax loss provision related to the sale of TC Offshore which closed in early 2016
|
•
|
a net charge of $74 million after tax for restructuring comprised of $42 million mainly related to 2015 severance costs and a provision of $32 million for 2016 planned severance costs and expected future losses under lease commitments. These charges formed part of a restructuring initiative, which commenced in 2015, to maximize the effectiveness and efficiency of our existing operations and reduce overall costs
|
•
|
a $43 million after-tax charge relating to an impairment in value of turbine equipment held for future use in our Energy business
|
•
|
a $34 million adjustment to income tax expense due to the enactment of a two per cent increase in the Alberta corporate income tax rate in June 2015
|
•
|
a charge of $27 million after tax related to Bruce Power's retirement of debt in conjunction with the merger of the Bruce A and Bruce B partnerships
|
•
|
a $199 million positive income adjustment related to the impact on our net income from non-controlling interests of TC PipeLines, LP's impairment of their equity investment in Great Lakes.
|
|
TransCanada
Management's discussion and analysis
2017
|
19
|
year ended December 31
|
|
|
|
|
|
|
||||||
(millions of $, except per share amounts)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
|
|
|
|
|
|
|
||||||
Net income/(loss) attributable to common shares
|
|
2,997
|
|
|
124
|
|
|
(1,240
|
)
|
|||
Specific items (net of tax):
|
|
|
|
|
|
|
||||||
U.S. Tax Reform adjustment
|
|
(804
|
)
|
|
—
|
|
|
—
|
|
|||
Net (gain)/loss on sales of U.S. Northeast power assets
|
|
(307
|
)
|
|
873
|
|
|
—
|
|
|||
Gain on sale of Ontario solar assets
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|||
Energy East impairment charge
|
|
954
|
|
|
—
|
|
|
—
|
|
|||
Integration and acquisition related costs – Columbia
|
|
69
|
|
|
273
|
|
|
—
|
|
|||
Keystone XL asset costs
|
|
28
|
|
|
42
|
|
|
—
|
|
|||
Keystone XL income tax recoveries
|
|
(7
|
)
|
|
(28
|
)
|
|
—
|
|
|||
Ravenswood goodwill impairment
|
|
—
|
|
|
656
|
|
|
—
|
|
|||
Alberta PPA terminations and settlement
|
|
—
|
|
|
244
|
|
|
—
|
|
|||
Restructuring costs
|
|
—
|
|
|
16
|
|
|
74
|
|
|||
TC Offshore loss on sale
|
|
—
|
|
|
3
|
|
|
86
|
|
|||
Keystone XL impairment charge
|
|
—
|
|
|
—
|
|
|
2,891
|
|
|||
Turbine equipment impairment charge
|
|
—
|
|
|
—
|
|
|
43
|
|
|||
Alberta corporate income tax rate increase
|
|
—
|
|
|
—
|
|
|
34
|
|
|||
Bruce Power merger – debt retirement charge
|
|
—
|
|
|
—
|
|
|
27
|
|
|||
Non-controlling interests (TC PipeLines, LP – Great Lakes impairment)
|
|
—
|
|
|
—
|
|
|
(199
|
)
|
|||
Risk management activities
1
|
|
(104
|
)
|
|
(95
|
)
|
|
39
|
|
|||
Comparable earnings
|
|
2,690
|
|
|
2,108
|
|
|
1,755
|
|
|||
|
|
|
|
|
|
|
||||||
Net income/(loss) per common share
|
|
|
$3.44
|
|
|
|
$0.16
|
|
|
|
($1.75
|
)
|
Specific items (net of tax):
|
|
|
|
|
|
|
||||||
U.S. Tax Reform adjustment
|
|
(0.92
|
)
|
|
—
|
|
|
—
|
|
|||
Net (gain)/loss on sales of U.S. Northeast power assets
|
|
(0.34
|
)
|
|
1.15
|
|
|
—
|
|
|||
Gain on sale of Ontario solar assets
|
|
(0.16
|
)
|
|
—
|
|
|
—
|
|
|||
Energy East impairment charge
|
|
1.09
|
|
|
—
|
|
|
—
|
|
|||
Integration and acquisition related costs – Columbia
|
|
0.08
|
|
|
0.37
|
|
|
—
|
|
|||
Keystone XL asset costs
|
|
0.03
|
|
|
0.06
|
|
|
—
|
|
|||
Keystone XL income tax recoveries
|
|
(0.01
|
)
|
|
(0.04
|
)
|
|
—
|
|
|||
Ravenswood goodwill impairment
|
|
—
|
|
|
0.86
|
|
|
—
|
|
|||
Alberta PPA terminations and settlement
|
|
—
|
|
|
0.32
|
|
|
—
|
|
|||
Restructuring costs
|
|
—
|
|
|
0.02
|
|
|
0.10
|
|
|||
TC Offshore loss on sale
|
|
—
|
|
|
—
|
|
|
0.12
|
|
|||
Keystone XL impairment charge
|
|
—
|
|
|
—
|
|
|
4.08
|
|
|||
Turbine equipment impairment charge
|
|
—
|
|
|
—
|
|
|
0.06
|
|
|||
Alberta corporate income tax rate increase
|
|
—
|
|
|
—
|
|
|
0.05
|
|
|||
Bruce Power merger – debt retirement charge
|
|
—
|
|
|
—
|
|
|
0.04
|
|
|||
Non-controlling interests (TC PipeLines, LP – Great Lakes impairment)
|
|
—
|
|
|
—
|
|
|
(0.28
|
)
|
|||
Risk management activities
|
|
(0.12
|
)
|
|
(0.12
|
)
|
|
0.06
|
|
|||
Comparable earnings per common share
|
|
|
$3.09
|
|
|
|
$2.78
|
|
|
|
$2.48
|
|
20
|
TransCanada
Management's discussion and analysis
2017
|
|
•
|
higher contribution from U.S. Natural Gas Pipelines due to incremental earnings from Columbia following the July 1, 2016 acquisition and higher ANR transportation revenue resulting from a FERC-approved rate settlement effective August 1, 2016
|
•
|
increased earnings from Liquids Pipelines primarily due to higher uncontracted volumes on the Keystone Pipeline System, liquids marketing activities and the commencement of operations on Grand Rapids and Northern Courier
|
•
|
higher earnings from Bruce Power mainly due to higher volumes resulting from fewer outage days
|
•
|
higher contribution from Mexico Natural Gas Pipelines due to earnings from Topolobampo beginning in July 2016 and Mazatlán beginning in December 2016
|
•
|
higher AFUDC on our rate-regulated U.S. natural gas pipelines, as well as the NGTL System, Tula and Villa de Reyes, partially offset by the commercial in-service of Topolobampo and completion of Mazatlán construction
|
•
|
higher interest income and other due to income related to recovery of certain Coastal GasLink project costs and the termination of the PRGT project
|
•
|
lower contribution from U.S. Power due to the monetization of our U.S. Northeast power generation assets in second quarter 2017 and the continued wind-down of our U.S. power marketing operations
|
•
|
higher interest expense as a result of debt assumed in the acquisition of Columbia on July 1, 2016 and long-term debt and junior subordinated note issuances in 2017, net of maturities.
|
•
|
higher contribution from U.S. Natural Gas Pipelines primarily due to incremental earnings following the July 1, 2016 Columbia acquisition, higher ANR transportation revenues resulting from a FERC-approved rate settlement effective August 1, 2016, new contracts on ANR Southeast Mainline and lower OM&A expenses
|
•
|
higher interest expense from debt issuances and lower capitalized interest
|
•
|
higher interest income and other due to realized gains in 2016 compared to realized losses in 2015 on derivatives used to manage our net exposure to foreign exchange rate fluctuations on U.S. dollar denominated income
|
•
|
lower earnings from Liquids Pipelines due to the net effect of higher contracted and lower uncontracted volumes on Keystone, as well as lower volumes on Marketlink
|
•
|
higher AFUDC on our rate-regulated projects including those for the NGTL System, Energy East, Columbia and Mexico pipelines
|
•
|
higher contribution from Mexico Natural Gas Pipelines primarily due to earnings from Topolobampo beginning in July 2016
|
•
|
higher earnings from Natural Gas Storage due to higher realized natural gas storage price spreads.
|
|
TransCanada
Management's discussion and analysis
2017
|
21
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Canadian Natural Gas Pipelines
|
|
2,181
|
|
|
1,525
|
|
|
1,596
|
|
U.S. Natural Gas Pipelines
|
|
3,830
|
|
|
1,522
|
|
|
537
|
|
Mexico Natural Gas Pipelines
|
|
1,954
|
|
|
1,142
|
|
|
566
|
|
Liquids Pipelines
|
|
529
|
|
|
1,137
|
|
|
1,601
|
|
Energy
|
|
675
|
|
|
708
|
|
|
558
|
|
Corporate
|
|
41
|
|
|
33
|
|
|
64
|
|
|
|
9,210
|
|
|
6,067
|
|
|
4,922
|
|
1
|
Capital spending includes capacity capital expenditures, maintenance capital expenditures, capital projects in development and contributions to equity investments.
|
22
|
TransCanada
Management's discussion and analysis
2017
|
|
•
|
contributions from new Columbia Gas and Columbia Gulf projects coming into service
|
•
|
full year of earnings from Grand Rapids and Northern Courier placed in service in the latter half of 2017
|
•
|
completion of the Napanee power plant in Ontario
|
•
|
growth in the average investment base for the NGTL System
|
•
|
benefit of lower U.S. income tax rates. See U.S. Tax Reform section for further information.
|
•
|
lower Energy earnings due to the monetization of the U.S. Northeast power generation assets in second quarter 2017, the sale of the Ontario solar assets in late-2017 and the continued wind-down of our U.S. power marketing operations
|
•
|
lower Bruce Power equity income due to a higher number of planned outage days
|
•
|
discontinuation of AFUDC on Energy East and related projects
|
•
|
decrease in Canadian Mainline average investment base.
|
|
TransCanada
Management's discussion and analysis
2017
|
23
|
•
|
wholly-owned natural gas pipelines – 80,800 km (50,100 miles)
|
•
|
partially-owned natural gas pipelines – 11,100 km (7,000 miles).
|
Strategy at a glance
|
Optimizing the value of our existing natural gas pipeline systems, while responding to the changing flow patterns of natural gas in North America, is a top priority.
|
We are also pursuing new pipeline opportunities to add incremental value to our business. Our key areas of focus include:
|
• expansion and extension of our existing large North American natural gas pipeline footprint
• connections to new and growing industrial, LDC, LNG export, interconnect and electric power generation markets
• connections to growing Canadian and U.S. shale gas and other supplies
• additional new pipeline developments within Mexico
• greenfield development projects, such as infrastructure for LNG exports from the west coast of Canada and the Gulf of
Mexico
|
Each of these areas plays a critical role in meeting the transportation requirements for supply and demand for natural gas in North America.
|
|
•
|
In 2017, we placed into service approximately $3.3 billion of new facilities including $1.7 billion on the NGTL System, $0.2 billion on the Canadian Mainline and $1.4 billion related to U.S. Natural Gas Pipelines
|
•
|
In 2017, we originated an additional US$0.3 billion of capital projects related to U.S. Natural Gas Pipelines
|
•
|
In June 2017, we announced a new $2 billion expansion program on our NGTL System based on new contracted customer demand for approximately 3 Bcf/d of incremental firm receipt and delivery services
|
•
|
In July 2017, we were notified that Pacific Northwest (PNW) LNG would not be proceeding with their proposed LNG project and that Progress Energy would be terminating their agreement with us for development of the Prince Rupert Gas Transmission (PRGT) project. In accordance with the terms of the agreement, we received a payment of $0.6 billion from Progress Energy in October 2017 for full recovery of our costs plus carrying charges.
|
•
|
In November 2017, we began delivering volumes under the new Dawn Long-Term Fixed-Price (LTFP) service on the Canadian Mainline
|
•
|
In December 2017, we filed, subject to NEB approval, a Supplemental Agreement for the Canadian Mainline to address 2018 to 2020 tolls, to meet a condition of the NEB approval for the 2015 - 2030 Tolls and Tariff Application
|
•
|
In January 2018, the Columbia Gas Leach XPress project was placed in service
|
•
|
In February 2018, we announced an additional $2.4 billion expansion program on our NGTL System.
|
24
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
25
|
•
|
natural gas-fired electric-power generation
|
•
|
petrochemical and industrial facilities
|
•
|
the production of Alberta oil sands, despite new greenfield oil sands projects that have not yet begun construction or have been delayed in the recent low oil price environment
|
•
|
exports to Mexico to fuel power generation facilities.
|
26
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
27
|
|
|
Length
|
|
Description
|
|
Effective
ownership
|
|
|
|
|
|
||||||||
Canadian pipelines
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
1
|
NGTL System
|
|
24,320 km
(15,112 miles)
|
|
Receives, transports and delivers natural gas within Alberta and B.C., and connects with the Canadian Mainline, Foothills system and third-party pipelines.
|
|
100
|
%
|
|
|
|
||||||||
2
|
Canadian Mainline
|
|
14,077 km
(8,747 miles)
|
|
Transports natural gas from the Alberta/Saskatchewan border and the Ontario/U.S. border to serve eastern Canada and interconnects to the U.S.
|
|
100
|
%
|
|
|
|
||||||||
3
|
Foothills
|
|
1,241 km
(771 miles)
|
|
Transports natural gas from central Alberta to the U.S. border for export to the U.S. Midwest, Pacific Northwest, California and Nevada.
|
|
100
|
%
|
|
|
|
||||||||
4
|
Trans Québec & Maritimes (TQM)
|
|
572 km
(355 miles)
|
|
Connects with the Canadian Mainline near the Ontario/Québec border to transport natural gas to the Montréal to Québec City corridor, and interconnects with the Portland pipeline system that serves the northeast U.S.
|
|
50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
5
|
Ventures LP
|
|
161 km
(100 miles)
|
|
Transports natural gas to the oil sands region near Fort McMurray, Alberta. It also includes a 27 km (17 mile) pipeline supplying natural gas to a petrochemical complex at Joffre, Alberta.
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Great Lakes Canada
|
|
58 km
(36 miles)
|
|
Transports natural gas from the Great Lakes system in the U.S. to Ontario, near Dawn, through a connection at the U.S. border underneath the St. Clair River.
|
|
100
|
%
|
|
|
|
||||||||
U.S. pipelines
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
6
|
ANR
|
|
15,109 km
(9,388 miles)
|
|
Transports natural gas from various supply basins to markets throughout the Midwest and Gulf Coast.
|
|
100
|
%
|
|
6a
|
ANR Storage
|
|
250 Bcf
|
|
Provides regulated underground natural gas storage service from several facilities (not all shown) to customers in key mid-western markets.
|
|
|
|
|
|
|
||||||||
7
|
Bison
|
|
488 km
(303 miles)
|
|
Transports natural gas from the Powder River Basin in Wyoming to Northern Border in North Dakota. We effectively own 25.7 per cent of the system through our interest in TC PipeLines, LP.
|
|
25.7
|
%
|
|
|
|
||||||||
8
|
Columbia Gas
|
|
18,113 km
(11,255 miles)
|
|
Transports natural gas from supply primarily in the Appalachian Basin to markets throughout the U.S. Northeast.
|
|
100
|
%
|
|
8a
|
Columbia Storage
|
|
285 Bcf
|
|
Provides regulated underground natural gas storage service from several facilities (not all shown) to customers in key eastern markets. We also own a 50 per cent interest in the 12 Bcf Hardy Storage facility.
|
|
100
|
%
|
|
*
|
Midstream
|
|
295 km
(183 miles)
|
|
Provides infrastructure between the producer upstream well-head and the downstream (interstate pipeline and distribution) sector and includes a 47.5 per cent interest in Pennant Midstream.
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
9
|
Columbia Gulf
|
|
5,377 km
(3,341 miles)
|
|
Transports natural gas to various markets and pipeline interconnects in the southern U.S. and Gulf Coast.
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
10
|
Crossroads
|
|
325 km
(202 miles)
|
|
Interstate natural gas pipeline operating in Indiana and Ohio with multiple interconnects to other pipelines.
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
11
|
Gas Transmission Northwest (GTN)
|
|
2,216 km
(1,377 miles)
|
|
Transports WCSB and Rockies natural gas to Washington, Oregon and California. Connects with Tuscarora and Foothills. We effectively own 25.7 per cent of the system through our interest in TC PipeLines, LP.
|
|
25.7
|
%
|
|
|
|
||||||||
12
|
Great Lakes
|
|
3,404 km
(2,115 miles)
|
|
Connects with the Canadian Mainline near Emerson, Manitoba and to Great Lakes Canada near St Clair, Ontario, plus interconnects with ANR at Crystal Falls and Farwell in Michigan, to transport natural gas to eastern Canada and the U.S. Upper Midwest. We effectively own 65.5 per cent of the system through the combination of our 53.6 per cent direct ownership interest and our 25.7 per cent interest in TC PipeLines, LP.
|
|
65.5
|
%
|
|
|
|
||||||||
13
|
Iroquois
|
|
669 km
(416 miles)
|
|
Connects with the Canadian Mainline and serves markets in New York. We effectively own 13.4 per cent of the system through a 0.7 per cent direct ownership and our 25.7 per cent interest in TC PipeLines, LP.
|
|
13.4
|
%
|
|
|
|
28
|
TransCanada
Management's discussion and analysis
2017
|
|
|
|
Length
|
|
Description
|
|
Effective
ownership |
|
|
|
|
|
||||||||
14
|
Millennium
|
|
407 km
(253 miles) |
|
Natural gas pipeline supplied by local production, storage fields and interconnecting upstream pipelines to serve markets along its route and to the U.S. Northeast.
|
|
47.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
15
|
North Baja
|
|
138 km
(86 miles) |
|
Transports natural gas between Arizona and California, and connects with a third-party pipeline on the California/Mexico border. We effectively own 25.7 per cent of the system through our interest in TC PipeLines, LP.
|
|
25.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
16
|
Northern Border
|
|
2,272 km
(1,412 miles) |
|
Transports WCSB, Bakken and Rockies natural gas from connections with Foothills and Bison to U.S. Midwest markets. We effectively own 12.9 per cent of the system through our 25.7 per cent interest in TC PipeLines, LP.
|
|
12.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
17
|
Portland (PNGTS)
|
|
475 km
(295 miles) |
|
Connects with TQM near East Hereford, Québec to deliver natural gas to customers in the U.S. Northeast. We effectively own 15.9 per cent of the system through our 25.7 per cent interest in TC PipeLines, LP.
|
|
15.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
18
|
Tuscarora
|
|
491 km
(305 miles) |
|
Transports natural gas from GTN at Malin, Oregon to markets in northeastern California and northwestern Nevada. We effectively own 25.7 per cent of the system through our interest in TC PipeLines, LP.
|
|
25.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Mexican pipelines
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
19
|
Guadalajara
|
|
315 km
(196 miles)
|
|
Transports natural gas from Manzanillo, Colima to Guadalajara, Jalisco.
|
|
100
|
%
|
|
|
|
||||||||
20
|
Mazatlán
|
|
430 km
(267 miles)
|
|
Transports natural gas from El Oro to Mazatlán, Sinaloa in Mexico. Connects to the Topolobampo Pipeline at El Oro.
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
21
|
Tamazunchale
|
|
375 km
(233 miles)
|
|
Transports natural gas from Naranjos, Veracruz in east central Mexico to Tamazunchale, San Luis Potosi and on to El Sauz, Querétaro.
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
22
|
Topolobampo
|
|
560 km
(348 miles) |
|
Transports natural gas to Topolobampo, Sinaloa, from interconnects with third-party pipelines in El Oro, Sinaloa and El Encino, Chihuahua in Mexico.
|
|
100
|
%
|
|
Under construction
|
|
|
|
|
|||||
|
|
||||||||
Canadian pipelines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
NGTL 2018 Facilities
|
|
68 km**
(42 miles) |
|
An expansion program on the NGTL System including pipeline and compression additions with expected in-service dates by November 2018.
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. pipelines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
|
Mountaineer XPress
|
|
275 km**
(171 miles) |
|
A Columbia Gas project designed to transport supply from the Marcellus and Utica shale plays to points along the system and to the Leach interconnect with Columbia Gulf.
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Leach XPress
1
|
|
260 km**
(160 miles) |
|
A Columbia Gas project designed to transport supply from the Marcellus and Utica shale plays to points along the system and to an interconnect with Columbia Gulf.
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Cameron Access
|
|
55 km**
(34 miles) |
|
A Columbia Gulf project to deliver natural gas from points along the Columbia Gulf system to the Cameron LNG facility.
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
WB XPress
|
|
47 km**
(29 miles)
|
|
A Columbia Gas project designed to transport Marcellus supply both eastbound (to interconnects and mid-Atlantic markets) and westbound (to interconnect pipelines).
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Gulf XPress
|
|
N/A
|
|
A Columbia Gulf project associated with the Mountaineer XPress expansion and consisting of the addition of seven greenfield mid-point compressor stations along Columbia Gulf.
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TransCanada
Management's discussion and analysis
2017
|
29
|
|
|
|
|
|
|
|
|
|
30
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
31
|
32
|
TransCanada
Management's discussion and analysis
2017
|
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
NGTL System
|
|
996
|
|
|
968
|
|
|
900
|
|
Canadian Mainline
|
|
1,043
|
|
|
1,105
|
|
|
1,193
|
|
Other Canadian pipelines
1
|
|
110
|
|
|
116
|
|
|
131
|
|
Business development
|
|
(5
|
)
|
|
(7
|
)
|
|
(8
|
)
|
Comparable EBITDA
|
|
2,144
|
|
|
2,182
|
|
|
2,216
|
|
Depreciation and amortization
|
|
(908
|
)
|
|
(875
|
)
|
|
(849
|
)
|
Comparable EBIT and segmented earnings
|
|
1,236
|
|
|
1,307
|
|
|
1,367
|
|
1
|
Includes results from Foothills, Ventures LP, Great Lakes Canada, our share of equity income from our investment in TQM, and general and administrative costs related to our Canadian Pipelines.
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
|
|
|
|
|
|||
NGTL System
|
|
352
|
|
|
318
|
|
|
269
|
|
Canadian Mainline
|
|
199
|
|
|
208
|
|
|
213
|
|
Average investment base
|
|
|
|
|
|
|
|||
NGTL System
|
|
8,385
|
|
|
7,451
|
|
|
6,698
|
|
Canadian Mainline
|
|
4,184
|
|
|
4,441
|
|
|
4,784
|
|
|
TransCanada
Management's discussion and analysis
2017
|
33
|
34
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
35
|
36
|
TransCanada
Management's discussion and analysis
2017
|
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of US$, unless otherwise noted)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Columbia Gas
1
|
|
623
|
|
|
269
|
|
|
—
|
|
ANR
|
|
400
|
|
|
321
|
|
|
220
|
|
TC PipeLines, LP
2,3
|
|
110
|
|
|
118
|
|
|
106
|
|
Midstream
1
|
|
93
|
|
|
40
|
|
|
—
|
|
Columbia Gulf
1
|
|
76
|
|
|
25
|
|
|
—
|
|
Great Lakes
3,4
|
|
64
|
|
|
60
|
|
|
63
|
|
Other U.S. pipelines
1,2,3,5
|
|
108
|
|
|
74
|
|
|
87
|
|
Non-controlling interests
6
|
|
341
|
|
|
365
|
|
|
292
|
|
Business development
|
|
(2
|
)
|
|
(3
|
)
|
|
(12
|
)
|
Comparable EBITDA
|
|
1,813
|
|
|
1,269
|
|
|
756
|
|
Depreciation and amortization
|
|
(453
|
)
|
|
(322
|
)
|
|
(194
|
)
|
Comparable EBIT
|
|
1,360
|
|
|
947
|
|
|
562
|
|
Foreign exchange impact
|
|
410
|
|
|
310
|
|
|
160
|
|
Comparable EBIT
(Cdn$)
|
|
1,770
|
|
|
1,257
|
|
|
722
|
|
Specific items:
|
|
|
|
|
|
|
|||
Integration and acquisition related costs - Columbia
|
|
(10
|
)
|
|
(63
|
)
|
|
—
|
|
TC Offshore loss on sale
|
|
—
|
|
|
(4
|
)
|
|
(125
|
)
|
Segmented earnings
(Cdn$)
|
|
1,760
|
|
|
1,190
|
|
|
597
|
|
1
|
We completed the acquisition of Columbia on July 1, 2016. Results reflect our effective ownership in these assets from that date.
|
2
|
Results from Northern Border and Iroquois reflect our share of equity income from these investments. We acquired additional interests in Iroquois of 4.87 per cent on March 31, 2016 and 0.65 per cent on May 1, 2016.
TC PipeLines, LP acquired 49.34 per cent of our 50 per cent interest in Iroquois on June 1, 2017. On January 1, 2016, we sold a 49.9 per cent direct interest in PNGTS to TC PipeLines, LP and the remaining 11.81 per cent to TC PipeLines, LP on June 1, 2017. On April 1, 2015, we sold our remaining 30 per cent direct interest in GTN to TC PipeLines, LP.
|
3
|
TC PipeLines, LP periodically conducts at-the-market equity issuances which decrease our ownership in TC PipeLines, LP. The following shows our ownership interest in TC PipeLines, LP and our effective ownership interest of Great Lakes and PNGTS through our ownership interest in TC PipeLines, LP at the dates presented.
|
|
|
Effective ownership percentage as of
|
||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
|
|
|
|
|
|
|
TC PipeLines, LP
|
|
25.7
|
|
26.8
|
|
28.0
|
Effective ownership through TC PipeLines, LP:
|
|
|
|
|
|
|
Great Lakes
|
|
11.9
|
|
12.5
|
|
13.0
|
PNGTS
|
|
15.9
|
|
13.4
|
|
—
|
4
|
Represents our 53.6 per cent direct interest in Great Lakes. The remaining 46.4 per cent is held by TC PipeLines, LP.
|
5
|
Includes our direct ownership in Iroquois and PNGTS (until June 1, 2017) and GTN (until April 1, 2015), our effective ownership in Millennium and Hardy Storage, and general and administrative costs related to U.S. natural gas assets.
|
6
|
Comparable EBITDA for the portions of TC PipeLines, LP, PNGTS (until June 1, 2017), and CPPL we do not own. Effective February 17, 2017, we acquired the remaining publicly held units of CPPL.
|
|
TransCanada
Management's discussion and analysis
2017
|
37
|
•
|
a full year contribution
from Columbia
|
•
|
higher ANR transportation revenue resulting from a FERC-approved rate settlement, effective August 1, 2016.
|
•
|
incremental
earnings from Columbia as a result of the acquisition on July 1, 2016
|
•
|
higher ANR transportation revenue resulting from a FERC-approved rate settlement, effective August 1, 2016, higher Southeast Mainline transportation revenues and lower pipeline integrity work on ANR, partially offset by lower incidental commodity sales and a one time settlement in 2015 with an owner of adjacent facilities for commercial interruption of ANR's service
|
•
|
higher contributions from TC PipeLines, LP mainly due to higher GTN transportation revenues.
|
38
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
39
|
40
|
TransCanada
Management's discussion and analysis
2017
|
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of US$, unless otherwise noted)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Tamazunchale
|
|
112
|
|
|
105
|
|
|
108
|
|
Topolobampo
|
|
157
|
|
|
81
|
|
|
(3
|
)
|
Guadalajara
|
|
68
|
|
|
67
|
|
|
69
|
|
Mazatlán
|
|
65
|
|
|
5
|
|
|
(2
|
)
|
Sur de Texas
1
|
|
8
|
|
|
—
|
|
|
—
|
|
Other
|
|
(11
|
)
|
|
(3
|
)
|
|
4
|
|
Business development
|
|
—
|
|
|
(5
|
)
|
|
(12
|
)
|
Comparable EBITDA
|
|
399
|
|
|
250
|
|
|
164
|
|
Depreciation and amortization
|
|
(72
|
)
|
|
(35
|
)
|
|
(34
|
)
|
Comparable EBIT
|
|
327
|
|
|
215
|
|
|
130
|
|
Foreign exchange impact
|
|
99
|
|
|
72
|
|
|
39
|
|
Comparable EBIT and segmented earnings (Cdn$)
|
|
426
|
|
|
287
|
|
|
169
|
|
1
|
Represents our 60 per cent equity interest in a joint venture with IEnova to build, own and operate the Sur de Texas pipeline.
|
•
|
incremental earnings from Topolobampo beginning July 2016 and Mazatlán beginning December 2016
|
•
|
equity earnings from our investment in the Sur de Texas pipeline which records AFUDC during construction, net of interest expense on an inter-affiliate loan from TransCanada. The inter-affiliate loan interest is fully offset in interest income and other in the Corporate segment.
|
•
|
the impairment of our equity investment in TransGas.
|
|
TransCanada
Management's discussion and analysis
2017
|
41
|
•
|
incremental earnings from Topolobampo. The Topolobampo project experienced a delay in construction which, under the terms of our TSA with the CFE, constitutes a force majeure event with provisions allowing for the collection and recognition of revenue as per the original TSA service commencement date of July 2016
|
•
|
incremental earnings from Mazatlán. Construction is complete and the collection and recognition of revenue began per the terms of the TSA in December 2016
|
•
|
lower business development costs expensed in 2016 due to the capitalization of costs for work on projects successfully awarded and under construction.
|
42
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
43
|
44
|
TransCanada
Management's discussion and analysis
2017
|
|
Strategy at a glance
|
• Focus on accessing and delivering growing North American liquids supply to key markets by expanding our liquids pipelines
infrastructure to deliver directly from supply regions seamlessly along a contiguous path to market
|
• Focus on maximizing the value from our current operating assets, securing organic growth around these assets, identifying
potential acquisition opportunities and positioning our business development activities to capture growth opportunities
|
• Expand transportation service offerings to other areas of the liquids pipelines business value chain including condensate
transportation and ancillary services, such as short and long term storage of liquids, which complement our pipeline
transportation infrastructure
|
• Continued development and construction of our proposed infrastructure projects to provide North America with a crucial
liquids transportation network to transport growing supply directly to key markets and provide opportunities for us to
further expand our liquids pipelines business.
|
|
•
|
Received the U.S. Presidential Permit for the Keystone XL project
|
•
|
Received approval for a Nebraska pipeline route and secured sufficient commercial support to commence construction preparation for the Keystone XL project
|
•
|
Secured incremental long-term contractual support following the conclusion of Keystone pipeline and Marketlink open seasons
|
•
|
I
nformed the NEB that we will not be proceeding with the Energy East and Eastern Mainline project applications
|
•
|
Completed construction of Grand Rapids and Northern Courier, two new intra-Alberta liquids pipelines
|
|
TransCanada
Management's discussion and analysis
2017
|
45
|
46
|
TransCanada
Management's discussion and analysis
2017
|
|
|
|
|
Length
|
|
Description
|
|
Ownership
|
|
|
||||||||
Liquids pipelines
|
|
|
|
|
|
|
||
|
||||||||
1
|
Keystone Pipeline System
|
|
4,324 km
(2,687 miles)
|
|
Transports crude oil from Hardisty, Alberta, to U.S. markets at Wood River and Patoka, Illinois, Cushing, Oklahoma, and the U.S. Gulf Coast.
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
2
|
Marketlink
|
|
|
|
Terminal and pipeline facilities to transport crude oil from the market hub at Cushing, Oklahoma to the U.S. Gulf Coast refining markets on facilities that form part of the Keystone Pipeline System.
|
|
100
|
%
|
|
||||||||
3
|
Grand Rapids
|
|
460 km
(287 miles) |
|
Transports crude oil from the producing area northwest of Fort McMurray, Alberta to the Edmonton/Heartland, Alberta market region.
|
|
50
|
%
|
|
|
|
|
|
|
|
|
|
4
|
Northern Courier
|
|
90 km
(56 miles) |
|
Transports bitumen and diluent between the Fort Hills mine site and Suncor Energy's terminal located north of Fort McMurray, Alberta.
|
|
100
|
%
|
|
||||||||
In development
|
|
|
|
|
|
|
||
|
||||||||
5
|
Keystone XL
|
|
1,906 km
(1,184 miles) |
|
To transport crude oil from Hardisty, Alberta to Steele City, Nebraska to expand capacity of the Keystone Pipeline System.
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
6
|
Keystone Hardisty Terminal
|
|
|
|
Crude oil terminal located at Hardisty, Alberta, providing western Canadian producers with crude oil batch accumulation tankage and access to the Keystone Pipeline System.
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
7
|
Bakken Marketlink
|
|
|
|
To transport crude oil from the Williston Basin producing region in North Dakota and Montana to Cushing, Oklahoma and the U.S. Gulf Coast on facilities that form part of the Keystone Pipeline System.
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
8
9
|
Heartland Pipeline and
TC Terminals
|
|
200 km
(125 miles)
|
|
Terminal and pipeline facilities to transport crude oil from the Edmonton/Heartland, Alberta region to facilities in Hardisty, Alberta.
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
10
|
White Spruce
|
|
72 km
(45 miles)
|
|
To transport crude oil from the Canadian Natural Resources Limited's Horizon facility in northeast Alberta into the Grand Rapids pipeline.
|
|
100
|
%
|
|
TransCanada
Management's discussion and analysis
2017
|
47
|
48
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
49
|
50
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
51
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Keystone Pipeline System
|
|
1,283
|
|
|
1,155
|
|
|
1,332
|
|
Intra-Alberta pipelines
|
|
33
|
|
|
—
|
|
|
—
|
|
Other services
1
|
|
32
|
|
|
(3
|
)
|
|
(24
|
)
|
Comparable EBITDA
|
|
1,348
|
|
|
1,152
|
|
|
1,308
|
|
Depreciation and amortization
|
|
(309
|
)
|
|
(292
|
)
|
|
(283
|
)
|
Comparable EBIT
|
|
1,039
|
|
|
860
|
|
|
1,025
|
|
Specific items:
|
|
|
|
|
|
|
|||
Energy East impairment charge
|
|
(1,256
|
)
|
|
—
|
|
|
—
|
|
Keystone XL asset costs
|
|
(34
|
)
|
|
(52
|
)
|
|
—
|
|
Keystone XL impairment charge
|
|
—
|
|
|
—
|
|
|
(3,686
|
)
|
Risk management activities
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
Segmented (losses)/earnings
|
|
(251
|
)
|
|
806
|
|
|
(2,661
|
)
|
|
|
|
|
|
|
|
|||
Comparable EBIT denominated as follows:
|
|
|
|
|
|
|
|||
Canadian dollars
|
|
255
|
|
|
223
|
|
|
227
|
|
U.S. dollars
|
|
604
|
|
|
482
|
|
|
623
|
|
Foreign exchange impact
|
|
180
|
|
|
155
|
|
|
175
|
|
Comparable EBIT
|
|
1,039
|
|
|
860
|
|
|
1,025
|
|
1
|
Includes primarily liquids marketing and business development activities.
|
•
|
higher uncontracted volumes on the Keystone Pipeline System
|
•
|
a higher contribution from the liquids marketing business
|
•
|
new intra-Alberta pipelines, Grand Rapids and Northern Courier, which began operations in the second half of 2017
|
•
|
higher business development activities, including advancement of Keystone XL
|
•
|
a weaker U.S. dollar which had a negative impact on the Canadian dollar equivalent comparable earnings
|
52
|
TransCanada
Management's discussion and analysis
2017
|
|
•
|
lower uncontracted volumes on Keystone pipeline
|
•
|
lower volumes on Marketlink
|
•
|
higher contracted volumes on Keystone pipeline
|
•
|
a higher contribution from the liquids marketing business
|
•
|
lower business development activities
|
•
|
a stronger U.S. dollar which had a positive impact on the Canadian dollar equivalent comparable earnings
|
|
TransCanada
Management's discussion and analysis
2017
|
53
|
54
|
TransCanada
Management's discussion and analysis
2017
|
|
Strategy at a glance
|
•
Maximize the value of our diverse portfolio of Energy assets through safe and reliable operations
|
•
Execute capital programs on time and on budget
|
•
Pursue North American growth in contracted power infrastructure as electric systems move to become less carbon intensive
and absorb growing amounts of intermittent renewable capacity
|
•
Maximize the value of our existing unregulated Alberta natural gas storage assets in an expanding gas marketplace that
requires storage to balance and provide gas system reliability.
|
|
•
|
Strong financial results from Bruce Power; work is progressing on the life extension program
|
•
|
Completed monetization of the U.S. Northeast generation assets and entered into an agreement to sell U.S. power retail contracts as part of the continued wind down of our U.S. power marketing operations
|
•
|
Divestiture of Ontario solar assets to capture robust market value and provide capital to support near-term growth
|
•
|
Construction continues on the 900 MW Napanee natural gas-fired power plant with expected in service in fourth quarter 2018.
|
|
TransCanada
Management's discussion and analysis
2017
|
55
|
56
|
TransCanada
Management's discussion and analysis
2017
|
|
1
|
Our share of power generation capacity.
|
|
TransCanada
Management's discussion and analysis
2017
|
57
|
•
|
Canadian Power
|
•
|
Natural Gas Storage (Canadian, non-regulated).
|
58
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
59
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Canadian Power
|
|
|
|
|
|
|
|
||
Western Power
1
|
|
100
|
|
|
74
|
|
|
71
|
|
Eastern Power
|
|
344
|
|
|
349
|
|
|
389
|
|
Bruce Power
|
|
434
|
|
|
293
|
|
|
285
|
|
Canadian Power – comparable EBITDA
1,2
|
|
878
|
|
|
716
|
|
|
745
|
|
Depreciation and amortization
|
|
(138
|
)
|
|
(145
|
)
|
|
(193
|
)
|
Canadian Power – comparable EBIT
|
|
740
|
|
|
571
|
|
|
552
|
|
|
|
|
|
|
|
|
|||
U.S. Power – comparable EBITDA
3
(US$)
|
|
100
|
|
|
394
|
|
|
411
|
|
Depreciation and amortization
4
|
|
—
|
|
|
(109
|
)
|
|
(106
|
)
|
U.S. Power – comparable EBIT
(US$)
|
|
100
|
|
|
285
|
|
|
305
|
|
Foreign exchange impact
|
|
30
|
|
|
92
|
|
|
85
|
|
U.S. Power – comparable EBIT
(Cdn$)
|
|
130
|
|
|
377
|
|
|
390
|
|
|
|
|
|
|
|
|
|||
Natural Gas Storage and other operations – comparable EBITDA
|
|
55
|
|
|
58
|
|
|
14
|
|
Depreciation and amortization
|
|
(13
|
)
|
|
(12
|
)
|
|
(13
|
)
|
Natural Gas Storage and other operations – comparable EBIT
|
|
42
|
|
|
46
|
|
|
1
|
|
|
|
|
|
|
|
|
|||
Business Development and other costs – comparable EBITDA and EBIT
5
|
|
(33
|
)
|
|
(15
|
)
|
|
(30
|
)
|
Energy – comparable EBIT
|
|
879
|
|
|
979
|
|
|
913
|
|
Specific items:
|
|
|
|
|
|
|
|||
Gain/(loss) on sales of U.S. Northeast power assets
|
|
484
|
|
|
(844
|
)
|
|
—
|
|
Gain on sale of Ontario solar assets
|
|
127
|
|
|
—
|
|
|
—
|
|
Ravenswood goodwill impairment
|
|
—
|
|
|
(1,085
|
)
|
|
—
|
|
Alberta PPA terminations and settlement
|
|
—
|
|
|
(332
|
)
|
|
—
|
|
Turbine equipment impairment charge
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
Bruce Power merger – debt retirement charge
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
Risk management activities
|
|
62
|
|
|
125
|
|
|
(37
|
)
|
Segmented earnings/(loss)
|
|
1,552
|
|
|
(1,157
|
)
|
|
781
|
|
1
|
Included losses from the Alberta PPAs up to March 2016 when the PPAs were terminated.
|
2
|
Includes our share of equity income from our investments in Portlands Energy and Bruce Power.
|
3
|
TC Hydro earnings included
up to April 19, 2017 sale date; Ravenswood, Ironwood, Ocean State Power and Kibby Wind earnings included up to June 2, 2017 sale date.
|
4
|
Depreciation of U.S. Northeast power assets ceased effective November 2016 when classified as assets held for sale.
|
5
|
Includes a $21 million impairment charge in 2017 related to obsolete equipment.
|
60
|
TransCanada
Management's discussion and analysis
2017
|
|
•
|
a net gain in 2017 of
$484 million
(2016 - loss of
$844 million
) before tax related to the monetization of our U.S. Northeast power assets which included a $715 million gain on the sale of TC Hydro, a loss of $211 million (2016 - $829 million) on the sale of the thermal and wind package and $20 million (2016 - $15 million) of pre-tax disposition costs. See Significant Events section for more details
|
•
|
a gain in 2017 of
$127 million
before tax related to the sale of our Ontario solar assets. See Significant Events section for more details
|
•
|
a
$1,085 million
impairment of Ravenswood goodwill in 2016. As a result of information received during the process to monetize our U.S. Northeast power business in third quarter 2016, it was determined that the fair value of Ravenswood no longer exceeded its carrying value
|
•
|
a
$332 million
pre-tax charge in 2016 which included a $211 million impairment charge on the carrying value of our Alberta PPAs, a $29 million impairment of our equity investment in ASTC Power Partnership, and a $92 million loss on the transfer of environmental credits to the Balancing Pool upon final settlement of the PPA terminations
|
•
|
a loss in 2015 of
$59 million
before tax relating to an impairment in value of turbine equipment previously purchased for a power development project that did not proceed
|
•
|
a charge in 2015 of
$36 million
before tax related to Bruce Power's retirement of debt in conjunction with the merger of the Bruce A and Bruce B partnerships
|
•
|
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
|
|
|
|
|
|
|
|||
(millions of $, pre-tax)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Canadian Power
|
|
11
|
|
|
4
|
|
|
(8
|
)
|
U.S. Power
|
|
39
|
|
|
113
|
|
|
(30
|
)
|
Natural Gas Storage
|
|
12
|
|
|
8
|
|
|
1
|
|
Total unrealized gains/(losses) from risk management activities
|
|
62
|
|
|
125
|
|
|
(37
|
)
|
•
|
lower earnings from U.S. Power due to the monetization of generating assets in second quarter 2017 and the wind down of our U.S. power marketing operations
|
•
|
higher earnings from Bruce Power mainly due to higher volumes resulting from fewer outage days
|
•
|
higher earnings from Western Power primarily due to the termination of the Alberta PPAs.
|
•
|
higher earnings from Natural Gas Storage due to higher realized natural gas storage price spreads
|
•
|
lower earnings from Eastern Power due to lower contractual earnings at Bécancour and lower contributions from the sale of unused natural gas transportation
|
•
|
lower earnings from U.S. Power
|
•
|
lower business development expenses primarily due to decreased business development activity
|
•
|
higher earnings from Bruce Power mainly due to lower depreciation as a result of the operating life extensions, our increased ownership interest and higher realized sales price, partially offset by lower volumes and higher operating costs from increased outage days
|
•
|
a stronger U.S. dollar and its positive effect on the foreign exchange impact.
|
|
TransCanada
Management's discussion and analysis
2017
|
61
|
year ended December 31
|
|
|
|
|
|
|
||||||
(millions of $, unless otherwise noted)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
|
|
|
|
|
|
|
||||||
Equity income included in comparable EBITDA and EBIT comprised of:
|
|
|
|
|
|
|
||||||
Revenues
|
|
1,626
|
|
|
1,491
|
|
|
1,317
|
|
|||
Operating expenses
|
|
(846
|
)
|
|
(870
|
)
|
|
(707
|
)
|
|||
Depreciation and other
|
|
(346
|
)
|
|
(328
|
)
|
|
(325
|
)
|
|||
Comparable EBITDA and comparable EBIT
1
|
|
434
|
|
|
293
|
|
|
285
|
|
|||
|
|
|
|
|
|
|
||||||
Bruce Power – other information
|
|
|
|
|
|
|
||||||
Plant availability
2
|
|
90
|
%
|
|
83
|
%
|
|
87
|
%
|
|||
Planned outage days
|
|
221
|
|
|
415
|
|
|
327
|
|
|||
Unplanned outage days
|
|
49
|
|
|
76
|
|
|
45
|
|
|||
Sales volumes (GWh)
1
|
|
24,368
|
|
|
22,178
|
|
|
19,358
|
|
|||
Realized sales price per MWh
3
|
|
|
$67
|
|
|
|
$68
|
|
|
|
$66
|
|
1
|
Represents our 48.4 per cent (2016 - 48.5 per cent) ownership interest in Bruce Power after the merger on December 4, 2015 and, prior to this, represents our 48.9 per cent ownership interest in Bruce A and 31.6 per cent ownership interest in Bruce B.
Sales volumes include deemed generation. Comparable EBITDA in 2015 excludes a $36 million debt retirement charge.
|
2
|
The percentage of time the plant was available to generate power, regardless of whether it was running.
|
3
|
Calculation based on actual and deemed generation. Realized sales price per MWh includes realized gains and losses from contracting activities and cost flow-through items. Excludes unrealized gains and losses on contracting activities and non-electricity revenues.
|
62
|
TransCanada
Management's discussion and analysis
2017
|
|
•
|
lower capacity revenues due to lower realized capacity prices in New York and the impact of lower availability as a result of a unit outage from September 2014 to May 2015, partially offset by insurance recoveries, net of deductibles at Ravenswood
|
•
|
l
ower realized power prices and lower generation at our facilities in New England, partially offset by lower fuel costs
|
•
|
lower margins on sales to wholesale, commercial and industrial customers partially offset by higher sales to customers in the PJM market
|
•
|
higher earnings due to our acquisition of the Ironwood power plant in February 2016
|
•
|
insurance recoveries related to an unplanned outage at the Ravenswood facility that occurred in 2008.
|
|
TransCanada
Management's discussion and analysis
2017
|
63
|
64
|
TransCanada
Management's discussion and analysis
2017
|
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Comparable EBITDA and EBIT
|
|
(21
|
)
|
|
18
|
|
|
(53
|
)
|
Specific items:
|
|
|
|
|
|
|
|||
Integration and acquisition related costs – Columbia
|
|
(81
|
)
|
|
(116
|
)
|
|
—
|
|
Foreign exchange gain – inter-affiliate loan
1
|
|
63
|
|
|
—
|
|
|
—
|
|
Restructuring costs
|
|
—
|
|
|
(22
|
)
|
|
(99
|
)
|
Segmented losses
|
|
(39
|
)
|
|
(120
|
)
|
|
(152
|
)
|
1
|
Reported in Income from equity investments on the consolidated statement of income.
|
(millions of $)
|
|
Employee Severance
|
|
|
Lease Commitments
|
|
|
Total
|
|
|
|
|
|
|
|
|
|||
Restructuring liability as at December 31, 2015
|
|
60
|
|
|
27
|
|
|
87
|
|
Restructuring charges
|
|
—
|
|
|
44
|
|
|
44
|
|
Cash payments
|
|
(24
|
)
|
|
(8
|
)
|
|
(32
|
)
|
Restructuring liability as at December 31, 2016
|
|
36
|
|
|
63
|
|
|
99
|
|
Restructuring charges
|
|
—
|
|
|
6
|
|
|
6
|
|
Cash payments
|
|
(27
|
)
|
|
(16
|
)
|
|
(43
|
)
|
Restructuring Liability as at December 31, 2017
|
|
9
|
|
|
53
|
|
|
62
|
|
|
TransCanada
Management's discussion and analysis
2017
|
65
|
year ended December 31
|
|
|
|
|
|
|||
(millions of $)
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|||
Interest on long-term debt and junior subordinated notes
|
|
|
|
|
|
|||
Canadian dollar-denominated
|
(494
|
)
|
|
(452
|
)
|
|
(437
|
)
|
U.S. dollar-denominated
|
(1,269
|
)
|
|
(1,127
|
)
|
|
(911
|
)
|
Foreign exchange impact
|
(379
|
)
|
|
(366
|
)
|
|
(255
|
)
|
|
(2,142
|
)
|
|
(1,945
|
)
|
|
(1,603
|
)
|
Other interest and amortization expense
|
(99
|
)
|
|
(114
|
)
|
|
(47
|
)
|
Capitalized interest
|
173
|
|
|
176
|
|
|
280
|
|
Interest expense included in comparable earnings
|
(2,068
|
)
|
|
(1,883
|
)
|
|
(1,370
|
)
|
Specific items:
|
|
|
|
|
|
|||
Integration and acquisition related costs – Columbia
|
—
|
|
|
(115
|
)
|
|
—
|
|
Risk management activities
|
(1
|
)
|
|
—
|
|
|
—
|
|
Interest expense
|
(2,069
|
)
|
|
(1,998
|
)
|
|
(1,370
|
)
|
•
|
long-term debt and junior subordinated notes issuances in 2017 and 2016, partially offset by Canadian and U.S. dollar-denominated debt maturities. See the Financial condition section for further details on long-term debt
|
•
|
debt assumed in the acquisition of Columbia on July 1, 2016
|
•
|
lower amortization expense on debt issuance costs related to the Columbia acquisition bridge facilities, which were fully repaid in June 2017
|
•
|
higher foreign exchange on interest expense related to higher levels of U.S. dollar-denominated debt
|
•
|
the specific item of $115 million in 2016 included the dividend equivalent payments of $109 million on the subscription receipts issued to partially fund the Columbia acquisition and $6 million of other acquisition related costs.
|
•
|
the specific item of $115 million in 2016 discussed above
|
•
|
long-term debt issuances in 2016 and 2015, partially offset by Canadian and U.S. dollar-denominated debt maturities
|
•
|
debt assumed in the acquisition of Columbia on July 1, 2016
|
•
|
higher foreign exchange on interest expense related to a weaker Canadian dollar and higher levels of U.S. dollar-denominated debt
|
•
|
amortization expense on debt issuance costs related to the Columbia acquisition bridge facilities
|
•
|
higher carrying charges to shippers in 2016 on the net revenue variance for the Canadian Mainline
|
•
|
lower capitalized interest on Keystone XL and related projects following the November 6, 2015 denial of a U.S. Presidential Permit, partially offset by higher capitalized interest on liquids projects, LNG projects and Napanee.
|
66
|
TransCanada
Management's discussion and analysis
2017
|
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Allowance for funds used during construction
|
|
|
|
|
|
|
|||
Canadian dollar-denominated
|
|
174
|
|
|
181
|
|
|
119
|
|
U.S. dollar-denominated
|
|
259
|
|
|
181
|
|
|
137
|
|
Foreign exchange impact
|
|
74
|
|
|
57
|
|
|
39
|
|
Allowance for funds used during construction
|
|
507
|
|
|
419
|
|
|
295
|
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Interest income and other included in comparable earnings
|
|
159
|
|
|
71
|
|
|
(111
|
)
|
Specific items:
|
|
|
|
|
|
|
|||
Integration and acquisition related costs – Columbia
|
|
—
|
|
|
6
|
|
|
—
|
|
Foreign exchange loss - inter-affiliate loan
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
Risk management activities
|
|
88
|
|
|
26
|
|
|
(21
|
)
|
Interest income and other
|
|
184
|
|
|
103
|
|
|
(132
|
)
|
•
|
higher unrealized gains on risk management activities in 2017 compared to 2016. These amounts have been excluded from comparable earnings
|
•
|
recovery of $32 million related to carrying charges on Coastal GasLink project costs incurred and recognized on the termination of the PRGT project. See the Canadian Natural Gas Pipelines Significant events section for more information
|
•
|
foreign exchange impact on the translation of foreign currency denominated working capital balances
|
•
|
lower realized gains in 2017 compared to 2016 on derivatives used to manage our net exposure to foreign exchange rate fluctuations on U.S. dollar-denominated income
|
•
|
higher interest income along with a $63 million foreign exchange loss related to an inter-affiliate loan receivable from the Sur de Texas joint venture. The corresponding interest expense and foreign exchange gain are reflected in income from equity investments in the Mexico Natural Gas Pipelines and Corporate segments, respectively. Both currency-related amounts are excluded from comparable earnings.
|
•
|
realized gains in 2016 compared to realized losses in 2015 on derivatives used to manage our net exposure to foreign exchange rate fluctuations on U.S. dollar-denominated income
|
•
|
unrealized gains on risk management activities in 2016 compared to losses in 2015. These amounts have been excluded from comparable earnings
|
•
|
foreign exchange impact on the translation of foreign currency denominated working capital
|
•
|
interest income on the gross proceeds of the subscription receipts issued to partially fund the Columbia acquisition. These amounts have been excluded from comparable earnings.
|
|
TransCanada
Management's discussion and analysis
2017
|
67
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Income tax expense included in comparable earnings
|
|
(839
|
)
|
|
(841
|
)
|
|
(903
|
)
|
Specific items:
|
|
|
|
|
|
|
|||
U.S. Tax Reform adjustment
|
|
804
|
|
|
—
|
|
|
—
|
|
Energy East impairment charge
|
|
302
|
|
|
—
|
|
|
—
|
|
Integration and acquisition related costs – Columbia
|
|
22
|
|
|
10
|
|
|
—
|
|
Gain on sale of Ontario solar assets
|
|
9
|
|
|
—
|
|
|
—
|
|
Keystone XL income tax recoveries
|
|
7
|
|
|
28
|
|
|
—
|
|
Keystone XL asset costs
|
|
6
|
|
|
10
|
|
|
—
|
|
Net gain on sales of U.S. Northeast power assets
|
|
(177
|
)
|
|
(29
|
)
|
|
—
|
|
Ravenswood goodwill impairment
|
|
—
|
|
|
429
|
|
|
—
|
|
Alberta PPA terminations and settlement
|
|
—
|
|
|
88
|
|
|
—
|
|
Restructuring costs
|
|
—
|
|
|
6
|
|
|
25
|
|
TC Offshore loss on sale
|
|
—
|
|
|
1
|
|
|
39
|
|
Keystone XL impairment charge
|
|
—
|
|
|
—
|
|
|
795
|
|
Turbine equipment impairment charge
|
|
—
|
|
|
—
|
|
|
16
|
|
Bruce Power merger – debt retirement charge
|
|
—
|
|
|
—
|
|
|
9
|
|
Alberta corporate income tax rate increase
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
Risk management activities
|
|
(45
|
)
|
|
(54
|
)
|
|
19
|
|
Income tax recovery/(expense)
|
|
89
|
|
|
(352
|
)
|
|
(34
|
)
|
68
|
TransCanada
Management's discussion and analysis
2017
|
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Net income attributable to non-controlling interests included in comparable earnings
|
|
(238
|
)
|
|
(257
|
)
|
|
(205
|
)
|
Specific items:
|
|
|
|
|
|
|
|||
Acquisition related costs – Columbia
|
|
—
|
|
|
5
|
|
|
—
|
|
TC PipeLines, LP – Great Lakes impairment
|
|
—
|
|
|
—
|
|
|
199
|
|
Net income attributable to non-controlling interests
|
|
(238
|
)
|
|
(252
|
)
|
|
(6
|
)
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Preferred share dividends
|
|
(160
|
)
|
|
(109
|
)
|
|
(94
|
)
|
|
TransCanada
Management's discussion and analysis
2017
|
69
|
at December 31
|
|
|
|
Percent of Total
|
|
|
|
|
Percent of total
|
|
|
||
(millions of $ – unless otherwise noted)
|
|
2017
|
|
|
|
2016
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Notes payable
|
|
1,763
|
|
|
3
|
%
|
|
774
|
|
|
1
|
%
|
|
Long-term debt, including current portion
|
|
34,741
|
|
|
50
|
%
|
|
40,150
|
|
|
57
|
%
|
|
Cash and cash equivalents
|
|
(1,089
|
)
|
|
(2
|
)%
|
|
(1,016
|
)
|
|
(1
|
)%
|
|
Debt
|
|
35,415
|
|
|
51
|
%
|
|
39,908
|
|
|
57
|
%
|
|
Junior subordinated notes
|
|
7,007
|
|
|
10
|
%
|
|
3,931
|
|
|
6
|
%
|
|
Preferred shares
|
|
3,980
|
|
|
6
|
%
|
|
3,980
|
|
|
6
|
%
|
|
Common shareholders' equity
1
|
|
22,911
|
|
|
33
|
%
|
|
22,003
|
|
|
31
|
%
|
|
|
|
69,313
|
|
|
100
|
%
|
|
69,822
|
|
|
100
|
%
|
|
1
|
Includes non-controlling interests.
|
70
|
TransCanada
Management's discussion and analysis
2017
|
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Net cash provided by operations
|
|
5,230
|
|
|
5,069
|
|
|
4,384
|
|
Net cash used in investing activities
|
|
(3,699
|
)
|
|
(18,783
|
)
|
|
(4,879
|
)
|
|
|
1,531
|
|
|
(13,714
|
)
|
|
(495
|
)
|
Net cash (used in)/provided by financing activities
|
|
(1,419
|
)
|
|
14,007
|
|
|
744
|
|
|
|
112
|
|
|
293
|
|
|
249
|
|
Effect of foreign exchange rate changes on cash and cash equivalents
|
|
(39
|
)
|
|
(127
|
)
|
|
112
|
|
Increase in cash and cash equivalents
|
|
73
|
|
|
166
|
|
|
361
|
|
•
|
our ability to generate predictable and growing cash flow from operations
|
•
|
our access to capital markets, including through our DRP and ATM programs
|
•
|
approximately $9.0 billion of unused, unsecured credit facilities.
|
year ended December 31
|
|
|
|
|
|
|
||||||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
|
|
|
|
|
|
|
||||||
Net cash provided by operations
|
|
5,230
|
|
|
5,069
|
|
|
4,384
|
|
|||
Increase/(decrease) in operating working capital
|
|
273
|
|
|
(248
|
)
|
|
346
|
|
|||
Funds generated from operations
|
|
5,503
|
|
|
4,821
|
|
|
4,730
|
|
|||
Specific items:
|
|
|
|
|
|
|
||||||
Integration and acquisition related costs - Columbia
|
|
84
|
|
|
283
|
|
|
—
|
|
|||
Keystone XL asset costs
|
|
34
|
|
|
52
|
|
|
—
|
|
|||
U.S. Northeast power disposition costs
|
|
20
|
|
|
15
|
|
|
—
|
|
|||
Restructuring costs
|
|
—
|
|
|
—
|
|
|
85
|
|
|||
Comparable funds generated from operations
|
|
5,641
|
|
|
5,171
|
|
|
4,815
|
|
|||
Dividends on preferred shares
|
|
(155
|
)
|
|
(100
|
)
|
|
(92
|
)
|
|||
Distributions paid to non-controlling interests
|
|
(283
|
)
|
|
(279
|
)
|
|
(224
|
)
|
|||
Maintenance capital expenditures including equity investments
|
|
|
|
|
|
|
||||||
– Recoverable in future tolls
|
|
(1,364
|
)
|
|
(941
|
)
|
|
(786
|
)
|
|||
– Other
|
|
(240
|
)
|
|
(310
|
)
|
|
(256
|
)
|
|||
Comparable distributable cash flow
|
|
|
|
|
|
|
||||||
– Reflecting all maintenance capital expenditures
|
|
3,599
|
|
|
3,541
|
|
|
3,457
|
|
|||
– Reflecting only non-recoverable maintenance capital expenditures
|
|
4,963
|
|
|
4,482
|
|
|
4,243
|
|
|||
Comparable distributable cash flow per common share
|
|
|
|
|
|
|
||||||
– Reflecting all maintenance capital expenditures
|
|
|
$4.13
|
|
|
|
$4.67
|
|
|
|
$4.88
|
|
– Reflecting only non-recoverable maintenance capital expenditures
|
|
|
$5.69
|
|
|
|
$5.91
|
|
|
|
$5.98
|
|
|
TransCanada
Management's discussion and analysis
2017
|
71
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Canadian Natural Gas Pipelines
|
|
601
|
|
|
323
|
|
|
347
|
|
U.S. Natural Gas Pipelines
|
|
749
|
|
|
586
|
|
|
381
|
|
Liquids Pipelines
|
|
19
|
|
|
32
|
|
|
58
|
|
Other
|
|
235
|
|
|
310
|
|
|
256
|
|
Maintenance capital expenditures including equity investments
|
|
1,604
|
|
|
1,251
|
|
|
1,042
|
|
72
|
TransCanada
Management's discussion and analysis
2017
|
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Capital spending
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
(7,383
|
)
|
|
(5,007
|
)
|
|
(3,918
|
)
|
Capital projects in development
|
|
(146
|
)
|
|
(295
|
)
|
|
(511
|
)
|
Contributions to equity investments
|
|
(1,681
|
)
|
|
(765
|
)
|
|
(493
|
)
|
|
|
(9,210
|
)
|
|
(6,067
|
)
|
|
(4,922
|
)
|
Acquisitions, net of cash acquired
|
|
—
|
|
|
(13,608
|
)
|
|
(236
|
)
|
Proceeds from sale of assets, net of transaction costs
|
|
5,317
|
|
|
6
|
|
|
—
|
|
Other distributions from equity investments
|
|
362
|
|
|
727
|
|
|
9
|
|
Deferred amounts and other
|
|
(168
|
)
|
|
159
|
|
|
270
|
|
Net cash used in investing activities
|
|
(3,699
|
)
|
|
(18,783
|
)
|
|
(4,879
|
)
|
•
|
the 2016 acquisitions of Columbia and Ironwood
|
•
|
higher capital spending in 2017
|
•
|
proceeds from the sales of our U.S. power generation assets and solar assets in 2017
|
•
|
recovery of PRGT project costs.
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Canadian Natural Gas Pipelines
|
|
2,181
|
|
|
1,525
|
|
|
1,596
|
|
U.S. Natural Gas Pipelines
|
|
3,830
|
|
|
1,522
|
|
|
537
|
|
Mexico Natural Gas Pipelines
|
|
1,954
|
|
|
1,142
|
|
|
566
|
|
Liquids Pipelines
|
|
529
|
|
|
1,137
|
|
|
1,601
|
|
Energy
|
|
675
|
|
|
708
|
|
|
558
|
|
Corporate
|
|
41
|
|
|
33
|
|
|
64
|
|
|
|
9,210
|
|
|
6,067
|
|
|
4,922
|
|
1
|
Capital spending includes capacity capital expenditures, maintenance capital expenditures, capital projects in development, and contributions to equity investments.
|
|
TransCanada
Management's discussion and analysis
2017
|
73
|
•
|
acquired 100 per cent ownership of Columbia for US$10.3 billion in cash
|
•
|
acquired the Ironwood power plant for US$653 million in cash after post-acquisition adjustments
|
•
|
acquired an additional 5.52 per cent interest in Iroquois for an aggregate purchase price of US$61 million
|
•
|
sold TC Offshore for $6 million.
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
Notes payable issued/(repaid), net
|
|
1,038
|
|
|
(329
|
)
|
|
(1,382
|
)
|
Long-term debt issued, net of issue costs
|
|
3,643
|
|
|
12,333
|
|
|
5,045
|
|
Long-term debt repaid
|
|
(7,085
|
)
|
|
(7,153
|
)
|
|
(2,105
|
)
|
Junior subordinated notes issued, net of issue costs
|
|
3,468
|
|
|
1,549
|
|
|
917
|
|
Dividends and distributions paid
|
|
(1,777
|
)
|
|
(1,815
|
)
|
|
(1,762
|
)
|
Common shares issued, net of issue costs
|
|
274
|
|
|
7,747
|
|
|
27
|
|
Common shares repurchased
|
|
—
|
|
|
(14
|
)
|
|
(294
|
)
|
Preferred shares issued, net of issue costs
|
|
—
|
|
|
1,474
|
|
|
243
|
|
Partnership units of subsidiary issued, net of issue costs
|
|
225
|
|
|
215
|
|
|
55
|
|
Common units of Columbia Pipelines Partners LP acquired
|
|
(1,205
|
)
|
|
—
|
|
|
—
|
|
Net cash (used in)/provided by financing activities
|
|
(1,419
|
)
|
|
14,007
|
|
|
744
|
|
74
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
75
|
76
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
77
|
as at February 12, 2018
|
|
|
|
|
|
|
|
Common Shares
|
issued and outstanding
|
|
|
|
885 million
|
|
|
|
|
|
|
Preferred Shares
|
issued and outstanding
|
|
convertible to
|
|
|
|
|
Series 1
|
9.5
|
million
|
Series 2 preferred shares
|
Series 2
|
12.5
|
million
|
Series 1 preferred shares
|
Series 3
|
8.5
|
million
|
Series 4 preferred shares
|
Series 4
|
5.5
|
million
|
Series 3 preferred shares
|
Series 5
|
12.7
|
million
|
Series 6 preferred shares
|
Series 6
|
1.3
|
million
|
Series 5 preferred shares
|
Series 7
|
24
|
million
|
Series 8 preferred shares
|
Series 9
|
18
|
million
|
Series 10 preferred shares
|
Series 11
|
10
|
million
|
Series 12 preferred shares
|
Series 13
|
20
|
million
|
Series 14 preferred shares
|
Series 15
|
40
|
million
|
Series 16 preferred shares
|
|
|
|
|
Options to buy common shares
|
outstanding
|
|
exercisable
|
|
11 million
|
|
7 million
|
year ended December 31
|
|
|
|
|
|
|
||||||
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
|
|
|
|
|
|
|
||||||
Dividends declared
|
|
|
|
|
|
|
||||||
per common share
|
|
|
$2.50
|
|
|
|
$2.26
|
|
|
|
$2.08
|
|
per Series 1 preferred share
|
|
|
$0.8165
|
|
|
|
$0.8165
|
|
|
|
$0.8165
|
|
per Series 2 preferred share
|
|
|
$0.62138
|
|
|
|
$0.60648
|
|
|
|
$0.6299
|
|
per Series 3 preferred share
|
|
|
$0.538
|
|
|
|
$0.538
|
|
|
|
$0.769
|
|
per Series 4 preferred share
|
|
|
$0.46138
|
|
|
|
$0.44648
|
|
|
|
$0.2269
|
|
per Series 5 preferred share
|
|
|
$0.56575
|
|
|
|
$0.56575
|
|
|
|
$1.10
|
|
per Series 6 preferred share
|
|
|
$0.55275
|
|
|
|
$0.50648
|
|
|
—
|
|
|
per Series 7 preferred share
|
|
|
$1.00
|
|
|
|
$1.00
|
|
|
|
$1.00
|
|
per Series 9 preferred share
|
|
|
$1.0625
|
|
|
|
$1.0625
|
|
|
|
$1.0625
|
|
per Series 11 preferred share
|
|
|
$0.95
|
|
|
|
$1.1875
|
|
|
|
$0.704
|
|
per Series 13 preferred share
|
|
|
$1.375
|
|
|
|
$1.18525
|
|
|
—
|
|
|
per Series 15 preferred share
|
|
|
$1.225
|
|
|
|
$0.3323
|
|
|
—
|
|
78
|
TransCanada
Management's discussion and analysis
2017
|
|
at December 31, 2017
|
Total
|
|
|
< 1 year
|
|
|
1 - 3 years
|
|
|
4 - 5 years
|
|
|
> 5 years
|
|
(millions of $)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||
Notes payable
|
1,763
|
|
|
1,763
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Long-term debt and junior subordinated notes
|
41,748
|
|
|
2,866
|
|
|
6,024
|
|
|
4,014
|
|
|
28,844
|
|
Operating leases
1
|
790
|
|
|
71
|
|
|
145
|
|
|
133
|
|
|
441
|
|
Purchase obligations
|
4,260
|
|
|
2,292
|
|
|
647
|
|
|
310
|
|
|
1,011
|
|
|
48,561
|
|
|
6,992
|
|
|
6,816
|
|
|
4,457
|
|
|
30,296
|
|
|
TransCanada
Management's discussion and analysis
2017
|
79
|
at December 31, 2017
|
Total
|
|
|
< 1 year
|
|
|
1 - 3 years
|
|
|
4 - 5 years
|
|
|
> 5 years
|
|
(millions of $)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||
Canadian Natural Gas Pipelines
|
|
|
|
|
|
|
|
|
|
|||||
Transportation by others
2
|
889
|
|
|
82
|
|
|
161
|
|
|
139
|
|
|
507
|
|
Capital spending
3
|
307
|
|
|
306
|
|
|
1
|
|
|
—
|
|
|
—
|
|
U.S. Natural Gas Pipelines
|
|
|
|
|
|
|
|
|
|
|||||
Transportation by others
2
|
762
|
|
|
156
|
|
|
184
|
|
|
117
|
|
|
305
|
|
Capital spending
3
|
397
|
|
|
387
|
|
|
9
|
|
|
1
|
|
|
—
|
|
Mexico Natural Gas Pipelines
|
|
|
|
|
|
|
|
|
|
|||||
Capital spending
3
|
743
|
|
|
687
|
|
|
56
|
|
|
—
|
|
|
—
|
|
Liquids Pipelines
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Capital spending
3
|
70
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
26
|
|
|
5
|
|
|
9
|
|
|
6
|
|
|
6
|
|
Energy
|
|
|
|
|
|
|
|
|
|
|||||
Commodity purchases
|
243
|
|
|
156
|
|
|
87
|
|
|
—
|
|
|
—
|
|
Capital spending
3
|
434
|
|
|
378
|
|
|
56
|
|
|
—
|
|
|
—
|
|
Other
4
|
306
|
|
|
31
|
|
|
47
|
|
|
36
|
|
|
192
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|||||
Capital spending
3
|
83
|
|
|
34
|
|
|
37
|
|
|
11
|
|
|
1
|
|
|
4,260
|
|
|
2,292
|
|
|
647
|
|
|
310
|
|
|
1,011
|
|
1
|
The amounts in this table exclude funding contributions to our pension plans.
|
2
|
Demand rates are subject to change. The contractual obligations in the table are based on demand volumes only and exclude variable charges incurred when volumes flow.
|
3
|
Amounts are primarily for capital expenditures and contributions to equity investments for capital projects. Amounts are estimates and are subject to variability based on timing of construction and project requirements.
|
4
|
Includes estimates of certain amounts which are subject to change depending on plant-fired hours, the consumer price index, actual plant maintenance costs, plant salaries as well as changes in regulated rates for fuel transportation.
|
80
|
TransCanada
Management's discussion and analysis
2017
|
|
•
|
senior debt
|
•
|
project financing
|
•
|
preferred shares
|
•
|
hybrid securities
|
•
|
additional drop downs of our U.S. natural gas pipeline assets to TC PipeLines, LP
|
•
|
asset sales
|
•
|
potential involvement of strategic or financial partners
|
•
|
common shares issued under our DRP
|
•
|
common shares issued under our ATM programs, as appropriate
|
•
|
lastly, discrete common equity issuances.
|
|
TransCanada
Management's discussion and analysis
2017
|
81
|
•
|
interest rates
|
•
|
actual returns on plan assets
|
•
|
changes to actuarial assumptions and plan design
|
•
|
actual plan experience versus projections
|
•
|
amendments to pension plan regulations and legislation.
|
82
|
TransCanada
Management's discussion and analysis
2017
|
|
•
|
the Human Resources Committee oversees executive resourcing, organizational capabilities and compensation risk to ensure compensation practices align with our overall business strategy
|
•
|
the Health, Safety and Environment Committee oversees operational, safety and environmental risk
|
•
|
the Audit Committee oversees management's role in monitoring financial risk.
|
|
TransCanada
Management's discussion and analysis
2017
|
83
|
•
|
planning
–
risk and regulatory assessment, objective and target setting, defining roles and responsibilities
|
•
|
implementing
–
development and implementation of programs, procedures and standards to manage operational risk
|
•
|
reporting
–
incident reporting and investigation, and performance monitoring
|
•
|
action
–
assurance activities and review of performance by management.
|
•
|
overall HSE corporate governance
|
•
|
operational performance and preventive maintenance metrics
|
•
|
asset integrity programs
|
•
|
emergency preparedness, incident response and evaluation
|
•
|
people and process safety performance metrics
|
•
|
our Environment Program
|
•
|
developments in and compliance with applicable legislation and regulations, including those related to the environment.
|
84
|
TransCanada
Management's discussion and analysis
2017
|
|
•
|
changing
regulations and costs associated with our emissions of air pollutants and GHG
|
•
|
product
releases, including crude oil, diluent and natural gas, that may cause harm to the environment (land, water and air)
|
•
|
use, storage and disposal of chemicals and hazardous materials
|
•
|
conformance and compliance with corporate and regulatory policies and requirements and new regulations.
|
•
|
environmental laws and regulations (and interpretation and enforcement of them) change
|
•
|
new claims can be brought against our existing or discontinued assets
|
•
|
our pollution control and clean-up cost estimates may change, especially when our current estimates are based on preliminary site investigation or agreements
|
•
|
we may find new contaminated sites, or what we know about existing sites could change
|
•
|
where there is potentially more than one responsible party involved in litigation, we cannot estimate our joint and several liability with certainty.
|
|
TransCanada
Management's discussion and analysis
2017
|
85
|
•
|
the U.S. Environmental Protection Agency (EPA) published regulations related to fugitive methane emissions for new and modified compressor stations in the natural gas transmission and storage sector in 2015. In 2017, the EPA indicated its intention to reconsider this regulation
|
•
|
B.C. has a tax on GHG emissions from fossil fuel combustion. We recover the compliance costs through the tolls our customers pay
|
•
|
under the SGER in Alberta, established industrial facilities with GHG emissions above a certain threshold are required to reduce their emissions below an intensity baseline. The SGER program covers our natural gas pipelines and Energy assets. Natural gas pipeline compliance costs are recovered through regulated tolls. A portion of the compliance costs for the Energy assets are recovered through market pricing and hedging activities
|
•
|
Québec and California have GHG cap and trade programs linked under the Western Climate Initiative (WCI) GHG emissions market. In Québec, the Bécancour cogeneration plant is subject to this program. The government allocates free emission units for the majority of Bécancour's compliance requirements. The remaining requirements were met with GHG instruments purchased at auctions or secondary markets. The costs of these emissions units were recovered through commercial contracts. The Canadian Mainline natural gas pipeline facilities in Québec are also subject to this program and have purchased compliance instruments. In California, TransCanada has costs associated with the cap and trade program from our electricity marketing activities
|
•
|
Ontario launched a cap and trade program under the WCI on January 1, 2017. The Canadian Mainline natural gas pipeline facilities in Ontario are subject to this program and have purchased compliance instruments which are recoverable in tolls. Although TransCanada’s electricity generation facilities in the province are not directly subject to this program, TransCanada contributes to the compliance costs through distribution rates
|
•
|
on March 23, 2017, the California Air Resources Board published regulations related to monitoring and repairing methane leaks. Tuscarora Gas Transmission facilities are required to comply with these regulations
|
•
|
Washington State adopted emission standards to cap and reduce GHGs from certain stationary sources in September 2016. Some GTN compressor stations in Washington are potentially impacted by the standards beginning in 2020.
|
•
|
future legislative and regulatory programs could significantly restrict emissions of GHGs including methane across our operations
|
•
|
the Government of Canada has proposed a federal plan to have carbon pricing in place in all Canadian jurisdictions in 2018. The plan would expand GHG pricing coverage of TransCanada assets to Saskatchewan, Manitoba and New Brunswick and is within the bounds of our previously anticipated changes to GHG regulations
|
•
|
the Alberta government announced a climate change policy, the Climate Leadership Plan (CLP), in 2015. This policy will see the replacement of the SGER program with the Carbon Competitiveness Incentive Regulation, a performance standard-based GHG pricing program, on January 1, 2018
|
•
|
Environment and Climate Change Canada issued a draft Methane Reduction Regulation on May 27, 2017. The draft regulations detail requirements to reduce methane emissions through operational and capital modifications
|
•
|
the Government of Canada has proposed a federal plan, the Clean Fuel Standard, to implement a single national standard encompassing all fuel types and applications
|
•
|
the Pennsylvania Department of Environmental Protection has proposed new operating permits for oil and gas facilities that include numerous requirements including methane leak detection and repair
|
•
|
New York State announced its intent to adopt regulations to reduce methane from existing, new and modified facilities
|
•
|
Maryland announced its intent to establish fugitive methane regulations for compressor stations
|
•
|
the Government of Mexico has proposed to implement a carbon tax for all companies that exceed an annual emissions threshold
|
•
|
the Saskatchewan and Manitoba governments each announced that large industrial emitters will be subject to a yet to be developed carbon pricing system.
|
86
|
TransCanada
Management's discussion and analysis
2017
|
|
•
|
forwards and futures contracts – agreements to buy or sell a financial instrument or commodity at a specified price and date in the future
|
•
|
swaps – agreements between two parties to exchange streams of payments over time according to specified terms
|
•
|
options – agreements that give the purchaser the right (but not the obligation) to buy or sell a specific amount of a financial instrument or commodity at a fixed price, either at a fixed date or at any time within a specified period.
|
•
|
committing a portion of expected power supply to fixed-price medium-term or long-term sales contracts, while reserving an amount of unsold supply to manage operational and price risks in our asset portfolio
|
•
|
purchasing a portion of the natural gas required to fuel certain of our power plants or entering into contracts that base the sale price of electricity on the cost of natural gas, effectively locking in a margin
|
•
|
meeting power sales commitments using power generation or fixed price purchase contracts, thereby reducing our exposure to fluctuating commodity prices.
|
|
TransCanada
Management's discussion and analysis
2017
|
87
|
2017
|
|
1.30
|
|
2016
|
|
1.33
|
|
2015
|
|
1.28
|
|
year ended December 31
|
|
|
|
|
|
|
|||
(millions of US$)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|||
U.S. Natural Gas Pipelines comparable EBIT
|
|
1,360
|
|
|
947
|
|
|
562
|
|
Mexico Natural Gas Pipelines comparable EBIT
1
|
|
353
|
|
|
215
|
|
|
130
|
|
U.S. Liquids Pipelines comparable EBIT
|
|
604
|
|
|
482
|
|
|
623
|
|
U.S. Power comparable EBIT
|
|
100
|
|
|
285
|
|
|
305
|
|
Interest on U.S. dollar-denominated long-term debt and junior subordinated notes
|
|
(1,269
|
)
|
|
(1,127
|
)
|
|
(911
|
)
|
Capitalized interest on U.S. dollar-denominated capital expenditures
|
|
3
|
|
|
22
|
|
|
109
|
|
U.S. dollar-denominated allowance for funds used during construction
|
|
259
|
|
|
181
|
|
|
137
|
|
U.S. non-controlling interests and other
|
|
182
|
|
|
189
|
|
|
16
|
|
|
|
1,592
|
|
|
1,194
|
|
|
971
|
|
1
|
Excludes interest expense on our inter-affiliate loan with Sur de Texas which is offset in interest income and other.
|
|
|
2017
|
|
2016
|
||||||||
at December 31
|
|
Fair value
1
|
|
|
Notional or principal
amount
|
|
|
Fair value
1
|
|
|
Notional or principal
amount
|
|
(millions of $)
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||
U.S. dollar cross-currency interest rate swaps (maturing 2018 to 2019)
2
|
|
(199
|
)
|
|
US 1,200
|
|
|
(425
|
)
|
|
US 2,350
|
|
U.S. dollar foreign exchange options (maturing 2018)
|
|
5
|
|
|
US 500
|
|
|
—
|
|
|
—
|
|
U.S. dollar foreign exchange forward contracts
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
US 150
|
|
|
|
(194
|
)
|
|
US 1,700
|
|
|
(432
|
)
|
|
US 2,500
|
|
1
|
Fair values equal carrying values.
|
2
|
In
2017
, consolidated net income includes net realized gains of
$4 million
(
2016
– gains of
$6 million
) related to the interest component of cross-currency swap settlements which are reported within interest expense.
|
88
|
TransCanada
Management's discussion and analysis
2017
|
|
at December 31
|
|
|
|
|
(millions of $)
|
|
2017
|
|
2016
|
|
|
|
|
|
Notional amount
|
|
25,400 (US 20,200)
|
|
26,600 (US 19,800)
|
Fair value
|
|
28,900 (US 23,100)
|
|
29,400 (US 21,900)
|
•
|
accounts receivable
|
•
|
the fair value of derivative assets
|
•
|
cash and cash equivalents.
|
•
|
dealing with creditworthy counterparties – a significant amount of our credit exposure is with investment grade counterparties or, if not, is generally partially supported by financial assurances from investment grade parties
|
•
|
setting limits on the amount we can transact with any one counterparty – we monitor and manage the concentration of risk exposure with any one counterparty, and reduce our exposure when we feel we need to and when it is allowed under the terms of our contracts
|
•
|
using contract netting arrangements and obtaining financial assurances such as guarantees, letters of credit or cash when we believe it is necessary.
|
|
TransCanada
Management's discussion and analysis
2017
|
89
|
90
|
TransCanada
Management's discussion and analysis
2017
|
|
•
|
a regulator must establish or approve the rates for the regulated services or activities
|
•
|
the regulated rates must be designed to recover the cost of providing the services or products
|
•
|
it is reasonable to assume that rates set at levels to recover the cost can be charged to (and collected from) customers because of the demand for services or products and the level of direct and indirect competition.
|
at December 31
|
|
|
|
|
||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
||
Regulatory assets
|
|
|
|
|
||
Long-term assets
|
|
1,376
|
|
|
1,322
|
|
Short-term assets (included in other current assets)
|
|
23
|
|
|
33
|
|
Regulatory liabilities
|
|
|
|
|
||
Long-term liabilities
|
|
4,321
|
|
|
2,121
|
|
Short-term liabilities (included in accounts payable and other)
|
|
263
|
|
|
178
|
|
•
|
a $954 million after-tax charge on the carrying value of our investment in Energy East and related projects
|
•
|
a $16 million after-tax charge on the remaining carrying value of certain Energy turbine equipment
|
•
|
a
$12 million
after-tax charge related to the remaining carrying value of our investment in TransGas.
|
•
|
a goodwill impairment charge on the full carrying value of Ravenswood goodwill of
$656 million
after tax
|
•
|
a $244 million after-tax charge with respect to the Alberta PPA terminations.
|
|
TransCanada
Management's discussion and analysis
2017
|
91
|
92
|
TransCanada
Management's discussion and analysis
2017
|
|
1.
|
First, we compare the fair value of the reporting unit to its book value, including its goodwill. If fair value is less than book value, we consider our goodwill to be impaired.
|
2.
|
Next, we measure the amount of the impairment by calculating the implied fair value of the reporting unit's goodwill. We do this by deducting the fair value of the tangible and intangible net assets of the reporting unit from the fair value we calculated in the first step. To the extent the goodwill's carrying value exceeds its implied fair value, we record an impairment charge.
|
•
|
when we expect to retire the asset
|
•
|
the scope of abandonment and reclamation activities that are required
|
•
|
inflation and discount rates.
|
|
TransCanada
Management's discussion and analysis
2017
|
93
|
at December 31
|
|
|
|
|
||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
||
Other current assets
|
|
332
|
|
|
376
|
|
Intangible and other assets
|
|
73
|
|
|
133
|
|
Accounts payable and other
|
|
(387
|
)
|
|
(607
|
)
|
Other long-term liabilities
|
|
(72
|
)
|
|
(330
|
)
|
|
|
(54
|
)
|
|
(428
|
)
|
94
|
TransCanada
Management's discussion and analysis
2017
|
|
at December 31, 2017
|
|
Total fair value
|
|
|
2018
|
|
|
2019 and 2020
|
|
|
2021 and 2022
|
|
(millions of $)
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
||||
Derivative instruments held for trading
|
|
|
|
|
|
|
|
|
||||
Assets
|
|
389
|
|
|
320
|
|
|
64
|
|
|
5
|
|
Liabilities
|
|
(244
|
)
|
|
(218
|
)
|
|
(26
|
)
|
|
—
|
|
Derivative instruments in hedging relationships
|
|
|
|
|
|
|
|
|
||||
Assets
|
|
16
|
|
|
12
|
|
|
—
|
|
|
4
|
|
Liabilities
|
|
(215
|
)
|
|
(169
|
)
|
|
(46
|
)
|
|
—
|
|
|
|
(54
|
)
|
|
(55
|
)
|
|
(8
|
)
|
|
9
|
|
year ended December 31
|
|
|
|
|
||
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
||
Derivative instruments held for trading
1
|
|
|
|
|
||
Amount of unrealized gains/(losses) in the year
|
|
|
|
|
||
Commodities
2
|
|
62
|
|
|
123
|
|
Foreign exchange
|
|
88
|
|
|
25
|
|
Interest rate
|
|
(1
|
)
|
|
—
|
|
Amount of realized (losses)/gains in the year
|
|
|
|
|
||
Commodities
|
|
(107
|
)
|
|
(204
|
)
|
Foreign exchange
|
|
18
|
|
|
62
|
|
Interest rate
|
|
1
|
|
|
—
|
|
Derivative instruments in hedging relationships
|
|
|
|
|
||
Amount of realized gains/(losses) in the year
|
|
|
|
|
||
Commodities
|
|
23
|
|
|
(167
|
)
|
Foreign exchange
|
|
5
|
|
|
(101
|
)
|
Interest rate
|
|
1
|
|
|
4
|
|
1
|
Realized and unrealized gains and losses on held for trading derivative instruments used to purchase and sell commodities are included net in 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
|
In
2017
, there were no gains or losses included in net income relating to discontinued cash flow hedges where it was probable that the anticipated transaction would not occur (
2016
- net loss of $42 million).
|
|
TransCanada
Management's discussion and analysis
2017
|
95
|
year ended December 31
|
|
|
|
|
||
(millions of $, pre-tax)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
||
Change in fair value of derivative instruments recognized in OCI (effective portion)
1
|
|
|
|
|
||
Commodities
|
|
(1
|
)
|
|
39
|
|
Interest rate
|
|
4
|
|
|
5
|
|
|
|
3
|
|
|
44
|
|
Reclassification of (losses)/gains on derivative instruments from AOCI to net income (effective portion)
1
|
|
|
|
|
||
Commodities
2
|
|
(20
|
)
|
|
57
|
|
Interest rate
3
|
|
17
|
|
|
14
|
|
|
|
(3
|
)
|
|
71
|
|
1
|
No amounts have been excluded from the assessment of hedge effectiveness. In
2017
and
2016
, there were no gains or losses included in net income related to ineffective portions. Amounts in parentheses indicate losses recorded to OCI and AOCI.
|
2
|
Reported within revenues on the consolidated statement of income.
|
3
|
Reported within interest expense on the consolidated statement of income.
|
96
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
97
|
98
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Management's discussion and analysis
2017
|
99
|
year ended December 31
|
|
|
|
|
|
|||
(millions of $, except per share amounts)
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|||
Comparable EBITDA
|
|
|
|
|
|
|||
Canadian Natural Gas Pipelines
|
2,144
|
|
|
2,182
|
|
|
2,216
|
|
U.S. Natural Gas Pipelines
|
2,357
|
|
|
1,682
|
|
|
970
|
|
Mexico Natural Gas Pipelines
|
519
|
|
|
332
|
|
|
213
|
|
Liquids Pipelines
|
1,348
|
|
|
1,152
|
|
|
1,308
|
|
Energy
|
1,030
|
|
|
1,281
|
|
|
1,254
|
|
Corporate
|
(21
|
)
|
|
18
|
|
|
(53
|
)
|
Comparable EBITDA
|
7,377
|
|
|
6,647
|
|
|
5,908
|
|
Depreciation and amortization
|
(2,048
|
)
|
|
(1,939
|
)
|
|
(1,765
|
)
|
Comparable EBIT
|
5,329
|
|
|
4,708
|
|
|
4,143
|
|
Specific items:
|
|
|
|
|
|
|||
Energy East impairment charge
|
(1,256
|
)
|
|
—
|
|
|
—
|
|
Integration and acquisition related costs – Columbia
|
(91
|
)
|
|
(179
|
)
|
|
—
|
|
Keystone XL asset costs
|
(34
|
)
|
|
(52
|
)
|
|
—
|
|
Net gain/(loss) on U.S. Northeast power assets
|
484
|
|
|
(844
|
)
|
|
—
|
|
Gain on sale of Ontario solar assets
|
127
|
|
|
—
|
|
|
—
|
|
Foreign exchange gain – inter-affiliate loan
|
63
|
|
|
—
|
|
|
—
|
|
Ravenswood goodwill impairment
|
—
|
|
|
(1,085
|
)
|
|
—
|
|
Alberta PPA terminations and settlement
|
—
|
|
|
(332
|
)
|
|
—
|
|
Restructuring costs
|
—
|
|
|
(22
|
)
|
|
(99
|
)
|
TC Offshore loss on sale
|
—
|
|
|
(4
|
)
|
|
(125
|
)
|
Keystone XL impairment charge
|
—
|
|
|
—
|
|
|
(3,686
|
)
|
Turbine equipment impairment charge
|
—
|
|
|
—
|
|
|
(59
|
)
|
Bruce Power merger – debt retirement charge
|
—
|
|
|
—
|
|
|
(36
|
)
|
Risk management activities
1
|
62
|
|
|
123
|
|
|
(37
|
)
|
Segmented earnings
|
4,684
|
|
|
2,313
|
|
|
101
|
|
1
|
|
year ended December 31
|
|
|
|
|
|
|
|||
|
|
(millions of $)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Canadian Power
|
|
11
|
|
|
4
|
|
|
(8
|
)
|
|
|
U.S. Power
|
|
39
|
|
|
113
|
|
|
(30
|
)
|
|
|
Liquids marketing
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
|
Natural Gas Storage
|
|
12
|
|
|
8
|
|
|
1
|
|
|
|
Total unrealized gains/(losses) from risk management activities
|
|
62
|
|
|
123
|
|
|
(37
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100
|
TransCanada
Management's discussion and analysis
2017
|
|
2017
|
|
Fourth
|
|
|
Third
|
|
|
Second
|
|
|
First
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
3,617
|
|
|
3,224
|
|
|
3,217
|
|
|
3,391
|
|
||||
Net income attributable to common shares
|
|
861
|
|
|
612
|
|
|
881
|
|
|
643
|
|
||||
Comparable earnings
|
|
719
|
|
|
614
|
|
|
659
|
|
|
698
|
|
||||
Comparable earnings per common share
|
|
|
$0.82
|
|
|
|
$0.70
|
|
|
|
$0.76
|
|
|
|
$0.81
|
|
Share statistics
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share – basic and diluted
|
|
|
$0.98
|
|
|
|
$0.70
|
|
|
|
$1.01
|
|
|
|
$0.74
|
|
Dividends declared per common share
|
|
|
$0.625
|
|
|
|
$0.625
|
|
|
|
$0.625
|
|
|
|
$0.625
|
|
2016
|
|
Fourth
|
|
|
Third
|
|
|
Second
|
|
|
First
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
3,635
|
|
|
3,642
|
|
|
2,756
|
|
|
2,514
|
|
||||
Net (loss)/income attributable to common shares
|
|
(358
|
)
|
|
(135
|
)
|
|
365
|
|
|
252
|
|
||||
Comparable earnings
|
|
626
|
|
|
622
|
|
|
366
|
|
|
494
|
|
||||
Comparable earnings per common share
|
|
|
$0.75
|
|
|
|
$0.78
|
|
|
|
$0.52
|
|
|
|
$0.70
|
|
Share statistics
|
|
|
|
|
|
|
|
|
||||||||
Net (loss)/income per common share – basic and diluted
|
|
|
($0.43
|
)
|
|
|
($0.17
|
)
|
|
|
$0.52
|
|
|
|
$0.36
|
|
Dividends declared per common share
|
|
|
$0.565
|
|
|
|
$0.565
|
|
|
|
$0.565
|
|
|
|
$0.565
|
|
•
|
regulators' decisions
|
•
|
negotiated settlements with shippers
|
•
|
acquisitions and divestitures
|
•
|
developments outside of the normal course of operations
|
•
|
newly constructed assets being placed in service.
|
•
|
developments outside of the normal course of operations
|
•
|
newly constructed assets being placed in service
|
•
|
regulatory decisions.
|
•
|
weather
|
•
|
customer demand
|
•
|
market prices for natural gas and power
|
•
|
capacity prices and payments
|
•
|
planned and unplanned plant outages
|
•
|
acquisitions and divestitures
|
•
|
certain fair value adjustments
|
•
|
developments outside of the normal course of operations
|
•
|
newly constructed assets being placed in service.
|
|
TransCanada
Management's discussion and analysis
2017
|
101
|
•
|
an $804 million recovery of deferred income taxes as a result of U.S. Tax Reform
|
•
|
a $136 million after-tax gain related to the sale of our Ontario solar assets
|
•
|
a $64 million net after-tax gain related to the monetization of our U.S. Northeast power business, which included an incremental after-tax loss of $7 million recorded on the sale of the thermal and wind package, $23 million of after-tax third-party insurance proceeds related to a 2017 Ravenswood outage and income tax adjustments
|
•
|
a $954 million after-tax impairment charge for the Energy East pipeline and related projects as a result of our decision not to proceed with the project applications
|
•
|
a $9 million after-tax charge related to the maintenance and liquidation of Keystone XL assets which were expensed pending further advancement of the project.
|
•
|
an incremental net loss of $12 million related to the monetization of our U.S. Northeast power business which included an incremental loss of $7 million after tax on the sale of the thermal and wind package and $14 million of after-tax disposition costs and income tax adjustments
|
•
|
an after-tax charge of $30 million for integration-related costs associated with the acquisition of Columbia
|
•
|
an after-tax charge of $8 million related to the maintenance of Keystone XL assets which were being expensed pending further advancement of the project.
|
•
|
a $265 million net after-tax gain related to the monetization of our U.S. Northeast power business which included a $441 million after-tax gain on the sale of TC Hydro and a loss of $176 million after tax on the sale of the thermal and wind package
|
•
|
an after-tax charge of $15 million for integration-related costs associated with the acquisition of Columbia
|
•
|
an after-tax charge of $4 million related to the maintenance of Keystone XL assets which were being expensed pending further advancement of the project.
|
•
|
a charge of $24 million after tax for integration-related costs associated with the acquisition of Columbia
|
•
|
a charge of $10 million after tax for costs related to the monetization of our U.S. Northeast power business
|
•
|
a charge of $7 million after tax related to the maintenance of Keystone XL assets which were being expensed pending further advancement of the project
|
•
|
a $7 million income tax recovery related to the realized loss on a third party sale of Keystone XL project assets. A provision for the expected pre-tax loss on these assets was included in our 2015 impairment charge, but the related income tax recoveries could not be recorded until realized.
|
102
|
TransCanada
Management's discussion and analysis
2017
|
|
•
|
an $870 million after-tax charge related to the loss on U.S. Northeast power assets held for sale which included an $863 million after-tax loss on the thermal and wind package held for sale and $7 million of after-tax costs related to the monetization
|
•
|
an additional $68 million after-tax loss on the transfer of environmental credits to the Balancing Pool upon final settlement of the Alberta PPA terminations
|
•
|
an after-tax charge of $67 million for costs associated with the acquisition of Columbia which included a $44 million deferred tax adjustment upon acquisition and $23 million of retention, severance and integration costs
|
•
|
an after-tax charge of $18 million related to Keystone XL costs for the maintenance and liquidation of project assets which were being expensed pending further advancement of the project
|
•
|
an after-tax restructuring charge of $6 million for additional expected future losses under lease commitments. These charges formed part of a restructuring initiative, which commenced in 2015, to maximize the effectiveness and efficiency of our existing operations and reduce overall costs.
|
•
|
a $656 million after-tax impairment on the Ravenswood goodwill. As a result of information received during the process to monetize our U.S. Northeast power business in third quarter 2016, it was determined that the fair value of Ravenswood no longer exceeded its carrying value
|
•
|
costs associated with the acquisition of Columbia including a charge of $67 million after tax primarily relating to retention, severance and integration expenses
|
•
|
$28 million of income tax recoveries related to the realized loss on a third party sale of Keystone XL plant and equipment. A provision for the expected loss on these assets was included in our fourth quarter 2015 impairment charge but the related tax recoveries could not be recorded until realized
|
•
|
a charge of $9 million after tax related to Keystone XL costs for the maintenance and liquidation of project assets which were being expensed pending further advancement of the project
|
•
|
a $3 million after-tax charge related to the monetization of our U.S. Northeast power business.
|
•
|
a charge of $113 million related to costs associated with the acquisition of Columbia which included $109 million related to dividend equivalent payments on the subscription receipts
|
•
|
a charge of $9 million after tax related to Keystone XL costs for the maintenance and liquidation of project assets which were being expensed pending further advancement of the project
|
•
|
a charge of $10 million after tax for restructuring charges mainly related to expected future losses under lease commitments.
|
•
|
a $176 million after-tax impairment charge on the carrying value of our Alberta PPAs as a result of our decision to terminate the PPAs
|
•
|
a charge of $26 million related to costs associated with the acquisition of Columbia
|
•
|
a charge of $6 million after tax related to Keystone XL costs for the maintenance and liquidation of project assets which were being expensed pending further advancement of the project
|
•
|
an additional $3 million after-tax loss on the sale of TC Offshore which closed on March 31, 2016.
|
|
TransCanada
Management's discussion and analysis
2017
|
103
|
three months ended December 31
|
|
2017
|
|
|
2016
|
|
||
(millions of $, except per share amounts)
|
|
|||||||
|
|
|
|
|
||||
Canadian Natural Gas Pipelines
|
|
333
|
|
|
364
|
|
||
U.S. Natural Gas Pipelines
|
|
461
|
|
|
403
|
|
||
Mexico Natural Gas Pipelines
|
|
93
|
|
|
103
|
|
||
Liquids Pipelines
|
|
(932
|
)
|
|
213
|
|
||
Energy
|
|
472
|
|
|
(574
|
)
|
||
Corporate
|
|
63
|
|
|
(33
|
)
|
||
Total segmented earnings
|
|
490
|
|
|
476
|
|
||
Interest expense
|
|
(541
|
)
|
|
(542
|
)
|
||
Allowance for funds used during construction
|
|
140
|
|
|
97
|
|
||
Interest income and other
|
|
(9
|
)
|
|
(15
|
)
|
||
Income before income taxes
|
|
80
|
|
|
16
|
|
||
Income tax recovery/(expense)
|
|
870
|
|
|
(274
|
)
|
||
Net income/(loss)
|
|
950
|
|
|
(258
|
)
|
||
Net income attributable to non-controlling interests
|
|
(49
|
)
|
|
(68
|
)
|
||
Net income/(loss) attributable to controlling interests
|
|
901
|
|
|
(326
|
)
|
||
Preferred share dividends
|
|
(40
|
)
|
|
(32
|
)
|
||
Net income/(loss) attributable to common shares
|
|
861
|
|
|
(358
|
)
|
||
|
|
|
|
|
||||
Net income/(loss) per common share – basic and diluted
|
|
|
$0.98
|
|
|
|
($0.43
|
)
|
•
|
an $804 million recovery of deferred income taxes as a result of U.S. Tax Reform
|
•
|
a $136 million after-tax gain related to the sale of our Ontario solar assets
|
•
|
a $64 million net after-tax gain related to the monetization of our U.S. Northeast power business, which included an incremental after-tax loss of $7 million recorded on the sale of the thermal and wind package, $23 million of after-tax third-party insurance proceeds related to a 2017 Ravenswood outage and income tax adjustments
|
•
|
a $954 million after-tax impairment charge for the Energy East pipeline and related projects as a result of our decision not to proceed with the project applications
|
•
|
a $9 million after-tax charge related to the maintenance and liquidation of Keystone XL assets which were expensed pending further advancement of the project.
|
•
|
an $870 million after-tax charge related to the loss on U.S. Northeast power assets held for sale which included an $863 million after-tax loss on the thermal and wind package held for sale and $7 million of after-tax costs related to the monetization
|
•
|
an additional $68 million after-tax loss on the transfer of environmental credits to the Balancing Pool upon final settlement of the Alberta PPA terminations
|
•
|
an after-tax charge of $67 million for costs associated with the acquisition of Columbia which included a $44 million deferred tax adjustment upon closing of the acquisition and $23 million of retention, severance and integration costs
|
•
|
an $18 million after-tax charge related to the maintenance and liquidation of Keystone XL assets which were expensed pending further advancement of the project
|
•
|
an after-tax restructuring charge of $6 million for additional expected future losses under lease commitments. These charges form part of a restructuring initiative, which commenced in 2015, to maximize the effectiveness and efficiency of our existing operations and reduce overall costs.
|
104
|
TransCanada
Management's discussion and analysis
2017
|
|
three months ended December 31
|
|
2017
|
|
|
2016
|
|
||
(millions of $, except per share amounts)
|
|
|||||||
|
|
|
|
|
||||
Net income/(loss) attributable to common shares
|
|
861
|
|
|
(358
|
)
|
||
Specific items (net of tax):
|
|
|
|
|
||||
U.S. Tax Reform adjustment
|
|
(804
|
)
|
|
—
|
|
||
Gain on sale of Ontario solar assets
|
|
(136
|
)
|
|
—
|
|
||
Net (gain)/loss on sales of U.S. Northeast power assets
|
|
(64
|
)
|
|
870
|
|
||
Energy East impairment charge
|
|
954
|
|
|
—
|
|
||
Keystone XL asset costs
|
|
9
|
|
|
18
|
|
||
Alberta PPA terminations and settlement
|
|
—
|
|
|
68
|
|
||
Acquisition related costs – Columbia
|
|
—
|
|
|
67
|
|
||
Restructuring costs
|
|
—
|
|
|
6
|
|
||
Risk management activities
1
|
|
(101
|
)
|
|
(45
|
)
|
||
Comparable earnings
|
|
719
|
|
|
626
|
|
||
|
|
|
|
|
||||
Net income/(loss) per common share
|
|
|
$0.98
|
|
|
|
($0.43
|
)
|
Specific items (net of tax):
|
|
|
|
|
||||
U.S. Tax Reform adjustment
|
|
(0.92
|
)
|
|
—
|
|
||
Gain on sale of Ontario solar assets
|
|
(0.16
|
)
|
|
—
|
|
||
Net (gain)/loss on sales of U.S. Northeast power assets
|
|
(0.08
|
)
|
|
1.05
|
|
||
Energy East impairment charge
|
|
1.09
|
|
|
—
|
|
||
Keystone XL asset costs
|
|
0.01
|
|
|
0.02
|
|
||
Alberta PPA terminations and settlement
|
|
—
|
|
|
0.08
|
|
||
Acquisition related costs – Columbia
|
|
—
|
|
|
0.08
|
|
||
Restructuring costs
|
|
—
|
|
|
0.01
|
|
||
Risk management activities
|
|
(0.10
|
)
|
|
(0.06
|
)
|
||
Comparable earnings per common share
|
|
|
$0.82
|
|
|
|
$0.75
|
|
|
TransCanada
Management's discussion and analysis
2017
|
105
|
•
|
increased earnings from Liquids Pipelines primarily due to higher uncontracted volumes on the Keystone Pipeline System, liquids marketing activities, and the commencement of operations on new intra-Alberta pipelines Grand Rapids and Northern Courier
|
•
|
higher contribution from U.S. Natural Gas Pipelines due to lower operating costs including synergies achieved from the Columbia acquisition
|
•
|
higher AFUDC on our rate-regulated U.S. natural gas pipelines, partially offset by our decision not to proceed with the Energy East Pipeline
|
•
|
higher earnings from Bruce Power mainly due to higher volumes resulting from fewer outage days
|
•
|
lower contribution from U.S. Power due to the monetization of our U.S. Northeast power generation assets in second quarter 2017 and the continued wind-down of our U.S. power marketing operations
|
•
|
an after-tax impairment charge in 2017 of $16 million related to obsolete Energy equipment.
|
•
|
incremental earnings from Mazatlán beginning December 2016
|
•
|
equity earnings from our investment in the Sur de Texas pipeline which records AFUDC during construction, net of interest expense on an inter-affiliate loan from TransCanada. The inter-affiliate loan interest is fully offset in interest income and other in the Corporate segment.
|
106
|
TransCanada
Management's discussion and analysis
2017
|
|
•
|
higher uncontracted volumes on the Keystone Pipeline System
|
•
|
new intra-Alberta pipelines, Grand Rapids and Northern Courier, which began operations in the second half of 2017
|
•
|
a higher contribution from the liquids marketing business
|
•
|
higher business development activities, including advancement of Keystone XL
|
•
|
a weaker U.S. dollar which had a negative impact on the Canadian dollar equivalent comparable earnings from our U.S. operations.
|
•
|
a gain in 2017 of $127 million before tax related to the sale of our Ontario solar assets
|
•
|
a net gain in 2017 of $15 million before tax related to the monetization of our U.S. Northeast power assets which consisted primarily of insurance recoveries for a portion of repair costs incurred during an unplanned outage at Ravenswood prior to its sale
|
•
|
in 2016, a loss of $839 million before tax related to the sale of the U.S. Northeast power assets which included an $829 million pre-tax loss on the thermal and wind package and $10 million of pre-tax disposition costs
|
•
|
in 2016, a $92 million before tax loss on the transfer of environmental credits to the Balancing Pool upon final settlement of the Alberta PPA terminations
|
•
|
unrealized gains and losses in both years from changes in the fair value of derivatives used to reduce our exposure to certain commodity price risks.
|
•
|
in 2017, a foreign exchange gain on a peso-denominated inter-affiliate loan to the Sur de Texas project for our proportionate share of the project's financing. There is a corresponding foreign exchange loss included in interest income and other on the inter-affiliate loan receivable which fully offsets this gain
|
•
|
in 2016, pre-tax integration and acquisition costs associated with the acquisition of Columbia and restructuring costs.
|
|
TransCanada
Management's discussion and analysis
2017
|
107
|
Units of measure
|
||
Bbl/d
|
|
Barrel(s) per day
|
Bcf
|
|
Billion cubic feet
|
Bcf/d
|
|
Billion cubic feet per day
|
GWh
|
|
Gigawatt hours
|
km
|
|
Kilometres
|
MMcf/d
|
|
Million cubic feet per day
|
MW
|
|
Megawatt(s)
|
MWh
|
|
Megawatt hours
|
TJ/d
|
|
Terajoule per day
|
|
|
|
General terms and terms related to our operations
|
||
ATM
|
|
An at-the-market program allowing us to issue common shares from treasury at the prevailing market price
|
bitumen
|
|
A thick, heavy oil that must be diluted to flow (also see: diluent). One of the components of the oil sands, along with sand, water and clay
|
cogeneration facilities
|
|
Facilities that produce both electricity and useful heat at the same time
|
diluent
|
|
A thinning agent made up of organic compounds. Used to dilute bitumen so it can be transported through pipelines
|
Empress
|
|
A major delivery/receipt point for natural gas near the Alberta/Saskatchewan border
|
FID
|
|
Final investment decision
|
force majeure
|
|
Unforeseeable circumstances that prevent a party to a contract from fulfilling it
|
GHG
|
|
Greenhouse gas
|
HSE
|
|
Health, safety and environment
|
investment base
|
|
Includes rate base as well as assets under construction
|
LDC
|
|
Local distribution company
|
LNG
|
|
Liquefied natural gas
|
MLP
|
|
Master limited partnership
|
OM&A
|
|
Operating, maintenance and administration
|
PPA
|
|
Power purchase arrangement
|
rate base
|
|
Our annual average investment used
|
TSA
|
|
Transportation Service Agreements
|
WCSB
|
|
Western Canada Sedimentary Basin
|
Accounting terms
|
||
AFUDC
|
|
Allowance for funds used during construction
|
AOCI
|
|
Accumulated other comprehensive (loss)/income
|
ARO
|
|
Asset retirement obligations
|
DRP
|
|
Dividend reinvestment plan
|
GAAP
|
|
U.S. generally accepted accounting principles
|
FASB
|
|
Financial Accounting Standards Board (U.S.)
|
OCI
|
|
Other comprehensive (loss)/income
|
RRA
|
|
Rate-regulated accounting
|
ROE
|
|
Rate of return on common equity
|
Specific Item
|
|
Items we believe are significant but not reflective of our underlying operations in the period
|
|
|
|
Government and regulatory bodies terms
|
||
AER
|
|
Alberta Energy Regulator
|
CFE
|
|
Comisión Federal de Electricidad (Mexico)
|
CRE
|
|
Comisión Reguladora de Energia, or Energy Regulatory Commission (Mexico)
|
FERC
|
|
Federal Energy Regulatory Commission (U.S.)
|
IESO
|
|
Independent Electricity System Operator
|
ISO
|
|
Independent System Operator
|
NAFTA
|
|
North American Free Trade Agreement
|
NEB
|
|
National Energy Board (Canada)
|
OPEC
|
|
Organization of the Petroleum Exporting Countries
|
OPG
|
|
Ontario Power Generation
|
SEC
|
|
U.S. Securities and Exchange Commission
|
SGER
|
|
Specified Gas Emitters Regulations
|
108
|
TransCanada
Management's discussion and analysis
2017
|
|
|
TransCanada
Consolidated financial statements
2017
|
109
|
110
|
TransCanada
Consolidated financial statements
2017
|
|
|
TransCanada
Consolidated financial statements
2017
|
111
|
year ended December 31
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
(millions of Canadian $, except per share amounts)
|
|
|||||||||||
|
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Canadian Natural Gas Pipelines
|
|
3,693
|
|
|
3,682
|
|
|
3,680
|
|
|||
U.S. Natural Gas Pipelines
|
|
3,584
|
|
|
2,526
|
|
|
1,444
|
|
|||
Mexico Natural Gas Pipelines
|
|
570
|
|
|
378
|
|
|
259
|
|
|||
Liquids Pipelines
|
|
2,009
|
|
|
1,755
|
|
|
1,879
|
|
|||
Energy
|
|
3,593
|
|
|
4,206
|
|
|
4,091
|
|
|||
|
|
13,449
|
|
|
12,547
|
|
|
11,353
|
|
|||
Income from Equity Investments
(Note 9)
|
|
773
|
|
|
514
|
|
|
440
|
|
|||
Operating and Other Expenses
|
|
|
|
|
|
|
||||||
Plant operating costs and other
|
|
3,906
|
|
|
3,861
|
|
|
3,303
|
|
|||
Commodity purchases resold
|
|
2,382
|
|
|
2,172
|
|
|
2,237
|
|
|||
Property taxes
|
|
569
|
|
|
555
|
|
|
517
|
|
|||
Depreciation and amortization
|
|
2,055
|
|
|
1,939
|
|
|
1,765
|
|
|||
Goodwill and other asset impairment charges (Notes 8, 11 and 12)
|
|
1,257
|
|
|
1,388
|
|
|
3,745
|
|
|||
|
|
10,169
|
|
|
9,915
|
|
|
11,567
|
|
|||
Gain/(Loss) on Assets Held for Sale/Sold
(Notes 6 and 26)
|
|
631
|
|
|
(833
|
)
|
|
(125
|
)
|
|||
Financial Charges
|
|
|
|
|
|
|
||||||
Interest expense (Note 17)
|
|
2,069
|
|
|
1,998
|
|
|
1,370
|
|
|||
Allowance for funds used during construction
|
|
(507
|
)
|
|
(419
|
)
|
|
(295
|
)
|
|||
Interest income and other
|
|
(184
|
)
|
|
(103
|
)
|
|
132
|
|
|||
|
|
1,378
|
|
|
1,476
|
|
|
1,207
|
|
|||
Income/(Loss) before Income Taxes
|
|
3,306
|
|
|
837
|
|
|
(1,106
|
)
|
|||
Income Tax (Recovery)/Expense
(Note 16)
|
|
|
|
|
|
|
||||||
Current
|
|
149
|
|
|
156
|
|
|
136
|
|
|||
Deferred
|
|
566
|
|
|
196
|
|
|
(102
|
)
|
|||
Deferred – U.S. Tax Reform
|
|
(804
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
(89
|
)
|
|
352
|
|
|
34
|
|
|||
Net Income/(Loss)
|
|
3,395
|
|
|
485
|
|
|
(1,140
|
)
|
|||
Net income attributable to non-controlling interests (Note 19)
|
|
238
|
|
|
252
|
|
|
6
|
|
|||
Net Income/(Loss) Attributable to Controlling Interests
|
|
3,157
|
|
|
233
|
|
|
(1,146
|
)
|
|||
Preferred share dividends
|
|
160
|
|
|
109
|
|
|
94
|
|
|||
Net Income/(Loss) Attributable to Common Shares
|
|
2,997
|
|
|
124
|
|
|
(1,240
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net Income/(Loss) per Common Share
(Note 20)
|
|
|
|
|
|
|
||||||
Basic
|
|
|
$3.44
|
|
|
|
$0.16
|
|
|
|
($1.75
|
)
|
Diluted
|
|
|
$3.43
|
|
|
|
$0.16
|
|
|
|
($1.75
|
)
|
|
|
|
|
|
|
|
||||||
Dividends Declared per Common Share
|
|
|
$2.50
|
|
|
|
$2.26
|
|
|
|
$2.08
|
|
|
|
|
|
|
|
|
||||||
Weighted Average Number of Common Shares
(millions)
(Note 20)
|
|
|
|
|
|
|
||||||
Basic
|
|
872
|
|
|
759
|
|
|
709
|
|
|||
Diluted
|
|
874
|
|
|
760
|
|
|
709
|
|
112
|
TransCanada
Consolidated financial statements
2017
|
|
year ended December 31
|
2017
|
|
2016
|
|
2015
|
|
(millions of Canadian $)
|
||||||
|
|
|
|
|||
Net Income/(Loss)
|
3,395
|
|
485
|
|
(1,140
|
)
|
Other Comprehensive (Loss)/Income, Net of Income Taxes
|
|
|
|
|||
Foreign currency translation losses and gains on net investment in foreign operations
|
(749
|
)
|
3
|
|
813
|
|
Reclassification of foreign currency translation gains on net investment on disposal of foreign operations
|
(77
|
)
|
—
|
|
—
|
|
Change in fair value of net investment hedges
|
—
|
|
(10
|
)
|
(372
|
)
|
Change in fair value of cash flow hedges
|
3
|
|
30
|
|
(57
|
)
|
Reclassification to net income of gains and losses on cash flow hedges
|
(2
|
)
|
42
|
|
88
|
|
Unrealized actuarial gains and losses on pension and other post-retirement benefit plans
|
(11
|
)
|
(26
|
)
|
51
|
|
Reclassification of actuarial loss and prior service costs on pension and other post-retirement benefit plans
|
16
|
|
16
|
|
32
|
|
Other comprehensive (loss)/income on equity investments
|
(106
|
)
|
(87
|
)
|
47
|
|
Other comprehensive (loss)/income (Note 22)
|
(926
|
)
|
(32
|
)
|
602
|
|
Comprehensive Income/(Loss)
|
2,469
|
|
453
|
|
(538
|
)
|
Comprehensive income attributable to non-controlling interests
|
83
|
|
241
|
|
312
|
|
Comprehensive Income/(Loss) Attributable to Controlling Interests
|
2,386
|
|
212
|
|
(850
|
)
|
Preferred share dividends
|
160
|
|
109
|
|
94
|
|
Comprehensive Income/(Loss) Attributable to Common Shares
|
2,226
|
|
103
|
|
(944
|
)
|
|
TransCanada
Consolidated financial statements
2017
|
113
|
year ended December 31
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
(millions of Canadian $)
|
|
||||||||
|
|
|
|
|
|
|
|||
Cash Generated from Operations
|
|
|
|
|
|
|
|||
Net income/(loss)
|
|
3,395
|
|
|
485
|
|
|
(1,140
|
)
|
Depreciation and amortization
|
|
2,055
|
|
|
1,939
|
|
|
1,765
|
|
Goodwill and other asset impairment charges (Notes 8, 11 and 12)
|
|
1,257
|
|
|
1,388
|
|
|
3,745
|
|
Deferred income taxes (Note 16)
|
|
566
|
|
|
196
|
|
|
(102
|
)
|
Deferred income taxes – U.S. Tax Reform (Note 16)
|
|
(804
|
)
|
|
—
|
|
|
—
|
|
Income from equity investments (Note 9)
|
|
(773
|
)
|
|
(514
|
)
|
|
(440
|
)
|
Distributions received from operating activities of equity investments (Note 9)
|
|
970
|
|
|
844
|
|
|
793
|
|
Employee post-retirement benefits funding, net of expense (Note 23)
|
|
(64
|
)
|
|
(3
|
)
|
|
44
|
|
(Gain)/loss on assets held for sale/sold (Notes 6 and 26)
|
|
(631
|
)
|
|
833
|
|
|
125
|
|
Equity allowance for funds used during construction
|
|
(362
|
)
|
|
(253
|
)
|
|
(165
|
)
|
Unrealized (gains)/losses on financial instruments
|
|
(149
|
)
|
|
(149
|
)
|
|
58
|
|
Other
|
|
43
|
|
|
55
|
|
|
47
|
|
(Increase)/decrease in operating working capital (Note 25)
|
|
(273
|
)
|
|
248
|
|
|
(346
|
)
|
Net cash provided by operations
|
|
5,230
|
|
|
5,069
|
|
|
4,384
|
|
Investing Activities
|
|
|
|
|
|
|
|||
Capital expenditures (Note 4)
|
|
(7,383
|
)
|
|
(5,007
|
)
|
|
(3,918
|
)
|
Capital projects in development (Note 4)
|
|
(146
|
)
|
|
(295
|
)
|
|
(511
|
)
|
Contributions to equity investments (Notes 4 and 9)
|
|
(1,681
|
)
|
|
(765
|
)
|
|
(493
|
)
|
Acquisitions, net of cash acquired
|
|
—
|
|
|
(13,608
|
)
|
|
(236
|
)
|
Proceeds from sale of assets, net of transaction costs
|
|
5,317
|
|
|
6
|
|
|
—
|
|
Other distributions from equity investments (Note 9)
|
|
362
|
|
|
727
|
|
|
9
|
|
Deferred amounts and other
|
|
(168
|
)
|
|
159
|
|
|
270
|
|
Net cash used in investing activities
|
|
(3,699
|
)
|
|
(18,783
|
)
|
|
(4,879
|
)
|
Financing Activities
|
|
|
|
|
|
|
|||
Notes payable issued/(repaid), net
|
|
1,038
|
|
|
(329
|
)
|
|
(1,382
|
)
|
Long-term debt issued, net of issue costs
|
|
3,643
|
|
|
12,333
|
|
|
5,045
|
|
Long-term debt repaid
|
|
(7,085
|
)
|
|
(7,153
|
)
|
|
(2,105
|
)
|
Junior subordinated notes issued, net of issue costs
|
|
3,468
|
|
|
1,549
|
|
|
917
|
|
Dividends on common shares
|
|
(1,339
|
)
|
|
(1,436
|
)
|
|
(1,446
|
)
|
Dividends on preferred shares
|
|
(155
|
)
|
|
(100
|
)
|
|
(92
|
)
|
Distributions paid to non-controlling interests
|
|
(283
|
)
|
|
(279
|
)
|
|
(224
|
)
|
Common shares issued, net of issue costs
|
|
274
|
|
|
7,747
|
|
|
27
|
|
Common shares repurchased (Note 20)
|
|
—
|
|
|
(14
|
)
|
|
(294
|
)
|
Preferred shares issued, net of issue costs
|
|
—
|
|
|
1,474
|
|
|
243
|
|
Partnership units of TC PipeLines, LP issued, net of issue costs
|
|
225
|
|
|
215
|
|
|
55
|
|
Common units of Columbia Pipeline Partners LP acquired
|
|
(1,205
|
)
|
|
—
|
|
|
—
|
|
Net cash (used in)/provided by financing activities
|
|
(1,419
|
)
|
|
14,007
|
|
|
744
|
|
Effect of Foreign Exchange Rate Changes on Cash and Cash Equivalents
|
|
(39
|
)
|
|
(127
|
)
|
|
112
|
|
Increase in Cash and Cash Equivalents
|
|
73
|
|
|
166
|
|
|
361
|
|
Cash and Cash Equivalents
|
|
|
|
|
|
|
|||
Beginning of year
|
|
1,016
|
|
|
850
|
|
|
489
|
|
Cash and Cash Equivalents
|
|
|
|
|
|
|
|||
End of year
|
|
1,089
|
|
|
1,016
|
|
|
850
|
|
114
|
TransCanada
Consolidated financial statements
2017
|
|
at December 31
|
|
2017
|
|
|
2016
|
|
|
(millions of Canadian $)
|
|
||||||
ASSETS
|
|
|
|
|
|||
Current Assets
|
|
|
|
|
|||
Cash and cash equivalents
|
|
1,089
|
|
|
1,016
|
|
|
Accounts receivable
|
|
2,522
|
|
|
2,075
|
|
|
Inventories
|
|
378
|
|
|
368
|
|
|
Assets held for sale
|
|
—
|
|
|
3,717
|
|
|
Other (Note 7)
|
|
691
|
|
|
908
|
|
|
|
|
4,680
|
|
|
8,084
|
|
|
Plant, Property and Equipment
(Note 8)
|
|
57,277
|
|
|
54,475
|
|
|
Equity Investments
(Note 9)
|
|
6,366
|
|
|
6,544
|
|
|
Regulatory Assets
(Note 10)
|
|
1,376
|
|
|
1,322
|
|
|
Goodwill
(Note 11)
|
|
13,084
|
|
|
13,958
|
|
|
Loan Receivable from Affiliate
(Note 9)
|
|
919
|
|
|
—
|
|
|
Intangible and Other Assets
(Note 12)
|
|
1,484
|
|
|
3,026
|
|
|
Restricted Investments
|
|
915
|
|
|
642
|
|
|
|
|
86,101
|
|
|
88,051
|
|
|
LIABILITIES
|
|
|
|
|
|||
Current Liabilities
|
|
|
|
|
|||
Notes payable (Note 13)
|
|
1,763
|
|
|
774
|
|
|
Accounts payable and other (Note 14)
|
|
4,057
|
|
|
3,861
|
|
|
Dividends payable
|
|
586
|
|
|
526
|
|
|
Accrued interest
|
|
605
|
|
|
595
|
|
|
Liabilities related to assets held for sale
|
|
—
|
|
|
86
|
|
|
Current portion of long-term debt (Note 17)
|
|
2,866
|
|
|
1,838
|
|
|
|
|
9,877
|
|
|
7,680
|
|
|
Regulatory Liabilities
(Note 10)
|
|
4,321
|
|
|
2,121
|
|
|
Other Long-Term Liabilities
(Note 15)
|
|
727
|
|
|
1,183
|
|
|
Deferred Income Tax Liabilities
(Note 16)
|
|
5,403
|
|
|
7,662
|
|
|
Long-Term Debt
(Note 17)
|
|
31,875
|
|
|
38,312
|
|
|
Junior Subordinated Notes
(Note 18)
|
|
7,007
|
|
|
3,931
|
|
|
|
|
59,210
|
|
|
60,889
|
|
|
Common Units Subject to Rescission or Redemption
(Note 19)
|
|
—
|
|
|
1,179
|
|
|
EQUITY
|
|
|
|
|
|||
Common shares, no par value (Note 20)
|
|
21,167
|
|
|
20,099
|
|
|
Issued and outstanding:
|
December 31, 2017
– 881 million shares
|
|
|
|
|
||
|
December 31, 2016
– 864 million shares
|
|
|
|
|
||
Preferred shares (Note 21)
|
|
3,980
|
|
|
3,980
|
|
|
Additional paid-in capital
|
|
—
|
|
|
—
|
|
|
Retained earnings
|
|
1,623
|
|
|
1,138
|
|
|
Accumulated other comprehensive loss (Note 22)
|
|
(1,731
|
)
|
|
(960
|
)
|
|
Controlling Interests
|
|
25,039
|
|
|
24,257
|
|
|
Non-controlling interests (Note 19)
|
|
1,852
|
|
|
1,726
|
|
|
|
|
26,891
|
|
|
25,983
|
|
|
|
|
86,101
|
|
|
88,051
|
|
|
|
Russell K. Girling
Director
|
John E. Lowe
Director
|
|
TransCanada
Consolidated financial statements
2017
|
115
|
year ended December 31
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
(millions of Canadian $)
|
|
||||||||
|
|
|
|
|
|
|
|||
Common Shares
(Note 20)
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
|
20,099
|
|
|
12,102
|
|
|
12,202
|
|
Shares issued:
|
|
|
|
|
|
|
|||
Under public offerings, net of issue costs
|
|
—
|
|
|
7,752
|
|
|
—
|
|
Under dividend reinvestment and share purchase plan
|
|
790
|
|
|
177
|
|
|
—
|
|
Under at-the-market equity issuance program, net of issue costs
|
|
216
|
|
|
—
|
|
|
—
|
|
On exercise of stock options
|
|
62
|
|
|
74
|
|
|
30
|
|
Shares repurchased
|
|
—
|
|
|
(6
|
)
|
|
(130
|
)
|
Balance at end of year
|
|
21,167
|
|
|
20,099
|
|
|
12,102
|
|
Preferred Shares
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
|
3,980
|
|
|
2,499
|
|
|
2,255
|
|
Shares issued under public offerings, net of issue costs
|
|
—
|
|
|
1,481
|
|
|
244
|
|
Balance at end of year
|
|
3,980
|
|
|
3,980
|
|
|
2,499
|
|
Additional Paid-In Capital
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
|
—
|
|
|
7
|
|
|
370
|
|
Issuance of stock options, net of exercises
|
|
6
|
|
|
6
|
|
|
8
|
|
Dilution from TC PipeLines, LP units issued
|
|
26
|
|
|
24
|
|
|
6
|
|
Common shares repurchased (Note 20)
|
|
—
|
|
|
(8
|
)
|
|
(164
|
)
|
Asset drop downs to TC PipeLines, LP
|
|
(202
|
)
|
|
(38
|
)
|
|
(213
|
)
|
Columbia Pipeline Partners LP acquisition
|
|
(171
|
)
|
|
—
|
|
|
—
|
|
Reclassification of additional paid-in capital deficit to retained earnings
|
|
341
|
|
|
9
|
|
|
—
|
|
Balance at end of year
|
|
—
|
|
|
—
|
|
|
7
|
|
Retained Earnings
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
|
1,138
|
|
|
2,769
|
|
|
5,478
|
|
Net income/(loss) attributable to controlling interests
|
|
3,157
|
|
|
233
|
|
|
(1,146
|
)
|
Common share dividends
|
|
(2,184
|
)
|
|
(1,733
|
)
|
|
(1,471
|
)
|
Preferred share dividends
|
|
(159
|
)
|
|
(122
|
)
|
|
(92
|
)
|
Adjustment related to employee share-based payments (Note 3)
|
|
12
|
|
|
—
|
|
|
—
|
|
Reclassification of additional paid-in capital deficit to retained earnings
|
|
(341
|
)
|
|
(9
|
)
|
|
—
|
|
Balance at end of year
|
|
1,623
|
|
|
1,138
|
|
|
2,769
|
|
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
|
(960
|
)
|
|
(939
|
)
|
|
(1,235
|
)
|
Other comprehensive (loss)/income attributable to controlling interests (Note 22)
|
|
(771
|
)
|
|
(21
|
)
|
|
296
|
|
Balance at end of year
|
|
(1,731
|
)
|
|
(960
|
)
|
|
(939
|
)
|
Equity Attributable to Controlling Interests
|
|
25,039
|
|
|
24,257
|
|
|
16,438
|
|
Equity Attributable to Non-Controlling Interests
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
|
1,726
|
|
|
1,717
|
|
|
1,583
|
|
Acquisition of non-controlling interests in Columbia Pipeline Partners LP
|
|
—
|
|
|
1,051
|
|
|
—
|
|
Net income attributable to non-controlling interests
|
|
238
|
|
|
252
|
|
|
6
|
|
Other comprehensive (loss)/income attributable to non-controlling interests
|
|
(155
|
)
|
|
(11
|
)
|
|
306
|
|
Issuance of TC PipeLines, LP units
|
|
|
|
|
|
|
|||
Proceeds, net of issue costs
|
|
225
|
|
|
215
|
|
|
55
|
|
Decrease in TransCanada's ownership of TC PipeLines, LP
|
|
(41
|
)
|
|
(40
|
)
|
|
(11
|
)
|
Reclassification from/(to) common units subject to rescission or redemption (Note 19)
|
|
106
|
|
|
(1,179
|
)
|
|
—
|
|
Distributions declared to non-controlling interests
|
|
(280
|
)
|
|
(279
|
)
|
|
(222
|
)
|
Impact of Columbia Pipeline Partners LP acquisition
|
|
33
|
|
|
—
|
|
|
—
|
|
Balance at end of year
|
|
1,852
|
|
|
1,726
|
|
|
1,717
|
|
Total Equity
|
|
26,891
|
|
|
25,983
|
|
|
18,155
|
|
116
|
TransCanada
Consolidated financial statements
2017
|
|
|
TransCanada
Consolidated financial statements
2017
|
117
|
•
|
fair value of assets and liabilities acquired in a business combination (Note 5)
|
•
|
fair value and depreciation rates of plant, property and equipment (Note 8)
|
•
|
carrying value of regulatory assets and liabilities (Note 10)
|
•
|
fair value of goodwill (Note 11)
|
•
|
fair value of intangible assets (Note 12)
|
•
|
carrying value of asset retirement obligations (Note 15)
|
•
|
provisions for income taxes, including U.S. Tax Reform (Note 16)
|
•
|
assumptions used to measure retirement and other post-retirement obligations (Note 23)
|
•
|
fair value of financial instruments (Note 24) and
|
•
|
provision for commitments, contingencies, guarantees (Note 27) and restructuring costs (Note 28).
|
118
|
TransCanada
Consolidated financial statements
2017
|
|
|
TransCanada
Consolidated financial statements
2017
|
119
|
120
|
TransCanada
Consolidated financial statements
2017
|
|
|
TransCanada
Consolidated financial statements
2017
|
121
|
122
|
TransCanada
Consolidated financial statements
2017
|
|
|
TransCanada
Consolidated financial statements
2017
|
123
|
124
|
TransCanada
Consolidated financial statements
2017
|
|
|
TransCanada
Consolidated financial statements
2017
|
125
|
126
|
TransCanada
Consolidated financial statements
2017
|
|
|
TransCanada
Consolidated financial statements
2017
|
127
|
year ended December 31, 2017
|
Canadian Natural Gas Pipelines
|
|
|
U.S. Natural Gas Pipelines
|
|
|
Mexico Natural Gas Pipelines
|
|
|
Liquids
Pipelines |
|
|
Energy
|
|
|
Corporate
1
|
|
|
Total
|
|
(millions of Canadian $)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
3,693
|
|
|
3,584
|
|
|
570
|
|
|
2,009
|
|
|
3,593
|
|
|
—
|
|
|
13,449
|
|
Intersegment revenues
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
3,693
|
|
|
3,635
|
|
|
570
|
|
|
2,009
|
|
|
3,593
|
|
|
(51
|
)
|
|
13,449
|
|
Income from equity investments
|
11
|
|
|
240
|
|
|
(9
|
)
|
|
(3
|
)
|
|
471
|
|
|
63
|
|
2
|
773
|
|
Plant operating costs and other
|
(1,300
|
)
|
|
(1,340
|
)
|
|
(42
|
)
|
|
(623
|
)
|
|
(550
|
)
|
|
(51
|
)
|
|
(3,906
|
)
|
Commodity purchases resold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,382
|
)
|
|
—
|
|
|
(2,382
|
)
|
Property taxes
|
(260
|
)
|
|
(181
|
)
|
|
—
|
|
|
(89
|
)
|
|
(39
|
)
|
|
—
|
|
|
(569
|
)
|
Depreciation and amortization
|
(908
|
)
|
|
(594
|
)
|
|
(93
|
)
|
|
(309
|
)
|
|
(151
|
)
|
|
—
|
|
|
(2,055
|
)
|
Goodwill and other asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,236
|
)
|
|
(21
|
)
|
|
—
|
|
|
(1,257
|
)
|
Gain on assets held for sale/sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
631
|
|
|
—
|
|
|
631
|
|
Segmented earnings/(losses)
|
1,236
|
|
|
1,760
|
|
|
426
|
|
|
(251
|
)
|
|
1,552
|
|
|
(39
|
)
|
|
4,684
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,069
|
)
|
||
Allowance for funds used during construction
|
|
|
|
|
|
|
|
|
|
|
|
|
507
|
|
||||||
Interest income and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184
|
|
||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,306
|
|
||
Income tax recovery
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89
|
|
||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,395
|
|
||
Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(238
|
)
|
||||
Net income attributable to controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,157
|
|
||||
Preferred share dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(160
|
)
|
||
Net income attributable to common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,997
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Capital spending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Capital expenditures
|
2,106
|
|
|
3,712
|
|
|
833
|
|
|
341
|
|
|
350
|
|
|
41
|
|
|
7,383
|
|
Capital projects in development
|
75
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
146
|
|
Contributions to equity investments
|
—
|
|
|
118
|
|
|
1,121
|
|
|
117
|
|
|
325
|
|
|
—
|
|
|
1,681
|
|
|
2,181
|
|
|
3,830
|
|
|
1,954
|
|
|
529
|
|
|
675
|
|
|
41
|
|
|
9,210
|
|
1
|
The Company records intersegment sales at contracted rates. For segmented reporting, these transactions are included as revenues in the segment providing the service, as expenses in the segment receiving the service and are eliminated on consolidation within the Corporate segment. Intersegment profit is recognized when the product or service has been provided to third parties.
|
2
|
This Inc
ome from equity investments relates to foreign exchange gains on the Company's inter-affiliate loan with Sur de Texas. The peso-denominated loan to the Sur de Texas joint venture represents the Company's proportionate share of debt financing for this joint venture. Refer to Note 9, Equity investments, for further information.
|
128
|
TransCanada
Consolidated financial statements
2017
|
|
year ended December 31, 2016
|
Canadian Natural Gas Pipelines
|
|
|
U.S. Natural Gas Pipelines
|
|
|
Mexico Natural Gas Pipelines
|
|
|
Liquids
Pipelines |
|
|
Energy
|
|
|
Corporate
1
|
|
|
Total
|
|
(millions of Canadian $)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
3,682
|
|
|
2,526
|
|
|
378
|
|
|
1,755
|
|
|
4,206
|
|
|
—
|
|
|
12,547
|
|
Intersegment revenues
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
3,682
|
|
|
2,582
|
|
|
378
|
|
|
1,755
|
|
|
4,206
|
|
|
(56
|
)
|
|
12,547
|
|
Income from equity investments
|
12
|
|
|
214
|
|
|
(3
|
)
|
|
(1
|
)
|
|
292
|
|
|
—
|
|
|
514
|
|
Plant operating costs and other
|
(1,245
|
)
|
|
(1,057
|
)
|
|
(43
|
)
|
|
(568
|
)
|
|
(884
|
)
|
|
(64
|
)
|
|
(3,861
|
)
|
Commodity purchases resold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,172
|
)
|
|
—
|
|
|
(2,172
|
)
|
Property taxes
|
(267
|
)
|
|
(120
|
)
|
|
—
|
|
|
(88
|
)
|
|
(80
|
)
|
|
—
|
|
|
(555
|
)
|
Depreciation and amortization
|
(875
|
)
|
|
(425
|
)
|
|
(45
|
)
|
|
(292
|
)
|
|
(302
|
)
|
|
—
|
|
|
(1,939
|
)
|
Goodwill and other asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,388
|
)
|
|
—
|
|
|
(1,388
|
)
|
Loss on assets held for sale/sold
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(829
|
)
|
|
—
|
|
|
(833
|
)
|
Segmented earnings/(losses)
|
1,307
|
|
|
1,190
|
|
|
287
|
|
|
806
|
|
|
(1,157
|
)
|
|
(120
|
)
|
|
2,313
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,998
|
)
|
||
Allowance for funds used during construction
|
|
|
|
|
|
|
|
|
|
|
|
|
419
|
|
||||||
Interest income and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103
|
|
||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
837
|
|
||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(352
|
)
|
||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
485
|
|
||
Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(252
|
)
|
||||
Net income attributable to controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
233
|
|
||||
Preferred share dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(109
|
)
|
||
Net income attributable to common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
124
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Capital spending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Capital expenditures
|
1,372
|
|
|
1,517
|
|
|
944
|
|
|
668
|
|
|
473
|
|
|
33
|
|
|
5,007
|
|
Capital projects in development
|
153
|
|
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
295
|
|
Contributions to equity investments
|
—
|
|
|
5
|
|
|
198
|
|
|
327
|
|
|
235
|
|
|
—
|
|
|
765
|
|
|
1,525
|
|
|
1,522
|
|
|
1,142
|
|
|
1,137
|
|
|
708
|
|
|
33
|
|
|
6,067
|
|
1
|
The Company records intersegment sales at contracted rates. For segmented reporting, these transactions are included as revenues in the segment providing the service, as expenses in the segment receiving the service and are eliminated on consolidation within the Corporate segment. Intersegment profit is recognized when the product or service has been provided to third parties.
|
|
TransCanada
Consolidated financial statements
2017
|
129
|
year ended December 31, 2015
|
Canadian Natural Gas Pipelines
|
|
|
U.S. Natural Gas Pipelines
|
|
|
Mexico Natural Gas Pipelines
|
|
|
Liquids
Pipelines |
|
|
Energy
|
|
|
Corporate
1
|
|
|
Total
|
|
(millions of Canadian $)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
3,680
|
|
|
1,444
|
|
|
259
|
|
|
1,879
|
|
|
4,091
|
|
|
—
|
|
|
11,353
|
|
Intersegment revenues
|
—
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
3,680
|
|
|
1,491
|
|
|
259
|
|
|
1,879
|
|
|
4,091
|
|
|
(47
|
)
|
|
11,353
|
|
Income from equity investments
|
12
|
|
|
162
|
|
|
5
|
|
|
—
|
|
|
261
|
|
|
—
|
|
|
440
|
|
Plant operating costs and other
|
(1,204
|
)
|
|
(606
|
)
|
|
(51
|
)
|
|
(492
|
)
|
|
(845
|
)
|
|
(105
|
)
|
|
(3,303
|
)
|
Commodity purchases resold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,237
|
)
|
|
—
|
|
|
(2,237
|
)
|
Property taxes
|
(272
|
)
|
|
(77
|
)
|
|
—
|
|
|
(79
|
)
|
|
(89
|
)
|
|
—
|
|
|
(517
|
)
|
Depreciation and amortization
|
(849
|
)
|
|
(248
|
)
|
|
(44
|
)
|
|
(283
|
)
|
|
(341
|
)
|
|
—
|
|
|
(1,765
|
)
|
Asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,686
|
)
|
|
(59
|
)
|
|
—
|
|
|
(3,745
|
)
|
Loss on assets held for sale/sold
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
Segmented earnings/(losses)
|
1,367
|
|
|
597
|
|
|
169
|
|
|
(2,661
|
)
|
|
781
|
|
|
(152
|
)
|
|
101
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,370
|
)
|
||
Allowance for funds used during construction
|
|
|
|
|
|
|
|
|
|
|
|
|
295
|
|
||||||
Interest income and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(132
|
)
|
||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,106
|
)
|
||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34
|
)
|
||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,140
|
)
|
||
Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
||||
Net loss attributable to controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,146
|
)
|
||||
Preferred share dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(94
|
)
|
||
Net loss attributable to common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,240
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Capital spending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Capital expenditures
|
1,366
|
|
|
534
|
|
|
566
|
|
|
1,012
|
|
|
376
|
|
|
64
|
|
|
3,918
|
|
Capital projects in development
|
230
|
|
|
3
|
|
|
—
|
|
|
278
|
|
|
—
|
|
|
—
|
|
|
511
|
|
Contributions to equity investments
|
—
|
|
|
—
|
|
|
—
|
|
|
311
|
|
|
182
|
|
|
—
|
|
|
493
|
|
|
1,596
|
|
|
537
|
|
|
566
|
|
|
1,601
|
|
|
558
|
|
|
64
|
|
|
4,922
|
|
1
|
The Company records intersegment sales at contracted rates. For segmented reporting, these transactions are included as revenues in the segment providing the service, as expenses in the segment receiving the service and are eliminated on consolidation within the Corporate segment. Intersegment profit is recognized when the product or service has been provided to third parties.
|
130
|
TransCanada
Consolidated financial statements
2017
|
|
year ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
(millions of Canadian $)
|
||||||||
|
|
|
|
|
|
|||
Revenues
|
|
|
|
|
|
|||
Canada – domestic
|
3,618
|
|
|
3,697
|
|
|
3,930
|
|
Canada – export
|
1,255
|
|
|
1,177
|
|
|
1,292
|
|
United States
|
8,006
|
|
|
7,295
|
|
|
5,872
|
|
Mexico
|
570
|
|
|
378
|
|
|
259
|
|
|
13,449
|
|
|
12,547
|
|
|
11,353
|
|
at December 31
|
2017
|
|
|
2016
|
|
(millions of Canadian $)
|
|||||
|
|
|
|
||
Plant, Property and Equipment
|
|
|
|
||
Canada
|
21,632
|
|
|
20,531
|
|
United States
|
30,693
|
|
|
29,414
|
|
Mexico
|
4,952
|
|
|
4,530
|
|
|
57,277
|
|
|
54,475
|
|
|
TransCanada
Consolidated financial statements
2017
|
131
|
|
|
July 1, 2016
|
||||
(millions of $)
|
|
U.S.
|
|
|
Canadian
1
|
|
|
|
|
|
|
||
Purchase Price Consideration
|
|
10,294
|
|
|
13,392
|
|
Fair Value
|
|
|
|
|
||
Current assets
|
|
658
|
|
|
856
|
|
Plant, property and equipment
|
|
7,560
|
|
|
9,835
|
|
Equity investments
|
|
441
|
|
|
574
|
|
Regulatory assets
|
|
190
|
|
|
248
|
|
Intangible and other assets
|
|
135
|
|
|
175
|
|
Current liabilities
|
|
(597
|
)
|
|
(777
|
)
|
Regulatory liabilities
|
|
(294
|
)
|
|
(383
|
)
|
Other long-term liabilities
|
|
(144
|
)
|
|
(187
|
)
|
Deferred income tax liabilities
|
|
(1,613
|
)
|
|
(2,098
|
)
|
Long-term debt
|
|
(2,981
|
)
|
|
(3,878
|
)
|
Non-controlling interests
|
|
(808
|
)
|
|
(1,051
|
)
|
Fair Value of Net Assets Acquired
|
|
2,547
|
|
|
3,314
|
|
Goodwill
(Note 11)
|
|
7,747
|
|
|
10,078
|
|
1
|
At
July 1, 2016
exchange rate of
$1.30
.
|
132
|
TransCanada
Consolidated financial statements
2017
|
|
year ended December 31
|
|
|
|
|
|
||
(millions of Canadian $)
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
||
Revenues
|
|
|
13,404
|
|
|
13,007
|
|
Net Income/(Loss)
|
|
|
627
|
|
|
(820
|
)
|
Net Income/(Loss) Attributable to Common Shares
|
|
|
234
|
|
|
(971
|
)
|
|
TransCanada
Consolidated financial statements
2017
|
133
|
at December 31
|
2017
|
|
|
2016
|
|
(millions of Canadian $)
|
|
||||
|
|
|
|
||
Fair value of derivative contracts (Note 24)
|
332
|
|
|
376
|
|
Prepaid expenses
|
109
|
|
|
131
|
|
Cash provided as collateral
|
99
|
|
|
313
|
|
Regulatory assets (Note 10)
|
23
|
|
|
33
|
|
Other
|
128
|
|
|
55
|
|
|
691
|
|
|
908
|
|
134
|
TransCanada
Consolidated financial statements
2017
|
|
|
2017
|
|
2016
|
||||||||||||||
at December 31
|
Cost
|
|
|
Accumulated
Depreciation
|
|
|
Net
Book Value |
|
|
Cost
|
|
|
Accumulated
Depreciation
|
|
|
Net
Book Value |
|
(millions of Canadian $)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Canadian Natural Gas Pipelines
|
|
|
|
|
|
|
|
|
|
|
|
||||||
NGTL System
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pipeline
|
10,153
|
|
|
4,190
|
|
|
5,963
|
|
|
8,814
|
|
|
3,951
|
|
|
4,863
|
|
Compression
|
3,021
|
|
|
1,593
|
|
|
1,428
|
|
|
2,447
|
|
|
1,499
|
|
|
948
|
|
Metering and other
|
1,188
|
|
|
569
|
|
|
619
|
|
|
1,124
|
|
|
519
|
|
|
605
|
|
|
14,362
|
|
|
6,352
|
|
|
8,010
|
|
|
12,385
|
|
|
5,969
|
|
|
6,416
|
|
Under construction
|
940
|
|
|
—
|
|
|
940
|
|
|
1,151
|
|
|
—
|
|
|
1,151
|
|
|
15,302
|
|
|
6,352
|
|
|
8,950
|
|
|
13,536
|
|
|
5,969
|
|
|
7,567
|
|
Canadian Mainline
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pipeline
|
9,763
|
|
|
6,455
|
|
|
3,308
|
|
|
9,502
|
|
|
6,221
|
|
|
3,281
|
|
Compression
|
3,605
|
|
|
2,499
|
|
|
1,106
|
|
|
3,537
|
|
|
2,361
|
|
|
1,176
|
|
Metering and other
|
655
|
|
|
207
|
|
|
448
|
|
|
605
|
|
|
198
|
|
|
407
|
|
|
14,023
|
|
|
9,161
|
|
|
4,862
|
|
|
13,644
|
|
|
8,780
|
|
|
4,864
|
|
Under construction
|
156
|
|
|
—
|
|
|
156
|
|
|
219
|
|
|
—
|
|
|
219
|
|
|
14,179
|
|
|
9,161
|
|
|
5,018
|
|
|
13,863
|
|
|
8,780
|
|
|
5,083
|
|
Other Canadian Natural Gas Pipelines
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other
1
|
1,815
|
|
|
1,363
|
|
|
452
|
|
|
1,728
|
|
|
1,273
|
|
|
455
|
|
Under construction
|
4
|
|
|
—
|
|
|
4
|
|
|
112
|
|
|
—
|
|
|
112
|
|
|
1,819
|
|
|
1,363
|
|
|
456
|
|
|
1,840
|
|
|
1,273
|
|
|
567
|
|
|
31,300
|
|
|
16,876
|
|
|
14,424
|
|
|
29,239
|
|
|
16,022
|
|
|
13,217
|
|
U.S. Natural Gas Pipelines
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Columbia Gas
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pipeline
|
3,550
|
|
|
125
|
|
|
3,425
|
|
|
3,317
|
|
|
42
|
|
|
3,275
|
|
Compression
|
1,547
|
|
|
64
|
|
|
1,483
|
|
|
1,636
|
|
|
29
|
|
|
1,607
|
|
Metering and other
|
2,306
|
|
|
37
|
|
|
2,269
|
|
|
2,550
|
|
|
8
|
|
|
2,542
|
|
|
7,403
|
|
|
226
|
|
|
7,177
|
|
|
7,503
|
|
|
79
|
|
|
7,424
|
|
Under construction
|
3,332
|
|
|
—
|
|
|
3,332
|
|
|
1,127
|
|
|
—
|
|
|
1,127
|
|
|
10,735
|
|
|
226
|
|
|
10,509
|
|
|
8,630
|
|
|
79
|
|
|
8,551
|
|
ANR
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pipeline
|
1,427
|
|
|
365
|
|
|
1,062
|
|
|
1,468
|
|
|
349
|
|
|
1,119
|
|
Compression
|
1,582
|
|
|
286
|
|
|
1,296
|
|
|
1,494
|
|
|
260
|
|
|
1,234
|
|
Metering and other
|
961
|
|
|
268
|
|
|
693
|
|
|
988
|
|
|
254
|
|
|
734
|
|
|
3,970
|
|
|
919
|
|
|
3,051
|
|
|
3,950
|
|
|
863
|
|
|
3,087
|
|
Under construction
|
358
|
|
|
—
|
|
|
358
|
|
|
232
|
|
|
—
|
|
|
232
|
|
|
4,328
|
|
|
919
|
|
|
3,409
|
|
|
4,182
|
|
|
863
|
|
|
3,319
|
|
|
TransCanada
Consolidated financial statements
2017
|
135
|
|
2017
|
|
2016
|
||||||||||||||
at December 31
|
Cost
|
|
|
Accumulated
Depreciation
|
|
|
Net
Book Value |
|
|
Cost
|
|
|
Accumulated
Depreciation
|
|
|
Net
Book Value |
|
(millions of Canadian $)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other U.S. Natural Gas Pipelines
|
|
|
|
|
|
|
|
|
|
|
|
||||||
GTN
|
2,107
|
|
|
822
|
|
|
1,285
|
|
|
2,221
|
|
|
810
|
|
|
1,411
|
|
Great Lakes
|
1,988
|
|
|
1,113
|
|
|
875
|
|
|
2,106
|
|
|
1,155
|
|
|
951
|
|
Columbia Gulf
|
1,115
|
|
|
37
|
|
|
1,078
|
|
|
880
|
|
|
5
|
|
|
875
|
|
Midstream
|
1,085
|
|
|
54
|
|
|
1,031
|
|
|
1,072
|
|
|
23
|
|
|
1,049
|
|
Other
2
|
1,950
|
|
|
574
|
|
|
1,376
|
|
|
2,120
|
|
|
567
|
|
|
1,553
|
|
|
8,245
|
|
|
2,600
|
|
|
5,645
|
|
|
8,399
|
|
|
2,560
|
|
|
5,839
|
|
Under construction
|
699
|
|
|
—
|
|
|
699
|
|
|
346
|
|
|
—
|
|
|
346
|
|
|
8,944
|
|
|
2,600
|
|
|
6,344
|
|
|
8,745
|
|
|
2,560
|
|
|
6,185
|
|
|
24,007
|
|
|
3,745
|
|
|
20,262
|
|
|
21,557
|
|
|
3,502
|
|
|
18,055
|
|
Mexico Natural Gas Pipelines
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pipeline
|
2,486
|
|
|
214
|
|
|
2,272
|
|
|
2,734
|
|
|
180
|
|
|
2,554
|
|
Compression
|
388
|
|
|
30
|
|
|
358
|
|
|
422
|
|
|
19
|
|
|
403
|
|
Metering and other
|
522
|
|
|
65
|
|
|
457
|
|
|
502
|
|
|
40
|
|
|
462
|
|
|
3,396
|
|
|
309
|
|
|
3,087
|
|
|
3,658
|
|
|
239
|
|
|
3,419
|
|
Under construction
|
1,865
|
|
|
—
|
|
|
1,865
|
|
|
1,108
|
|
|
—
|
|
|
1,108
|
|
|
5,261
|
|
|
309
|
|
|
4,952
|
|
|
4,766
|
|
|
239
|
|
|
4,527
|
|
Liquids Pipelines
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Keystone Pipeline System
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pipeline
|
9,002
|
|
|
992
|
|
|
8,010
|
|
|
10,572
|
|
|
901
|
|
|
9,671
|
|
Pumping equipment
|
1,022
|
|
|
152
|
|
|
870
|
|
|
928
|
|
|
121
|
|
|
807
|
|
Tanks and other
|
3,314
|
|
|
385
|
|
|
2,929
|
|
|
2,521
|
|
|
286
|
|
|
2,235
|
|
|
13,338
|
|
|
1,529
|
|
|
11,809
|
|
|
14,021
|
|
|
1,308
|
|
|
12,713
|
|
Under construction
|
456
|
|
|
—
|
|
|
456
|
|
|
479
|
|
|
—
|
|
|
479
|
|
|
13,794
|
|
|
1,529
|
|
|
12,265
|
|
|
14,500
|
|
|
1,308
|
|
|
13,192
|
|
Intra-Alberta Pipelines
3
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pipeline
|
748
|
|
|
3
|
|
|
745
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Pumping equipment
|
104
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Tanks and other
|
259
|
|
|
1
|
|
|
258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,111
|
|
|
4
|
|
|
1,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Under construction
|
47
|
|
|
—
|
|
|
47
|
|
|
955
|
|
|
—
|
|
|
955
|
|
|
1,158
|
|
|
4
|
|
|
1,154
|
|
|
955
|
|
|
—
|
|
|
955
|
|
|
14,952
|
|
|
1,533
|
|
|
13,419
|
|
|
15,455
|
|
|
1,308
|
|
|
14,147
|
|
Energy
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Natural Gas
4,5
|
2,645
|
|
|
743
|
|
|
1,902
|
|
|
2,696
|
|
|
696
|
|
|
2,000
|
|
Wind and Solar
6
|
673
|
|
|
204
|
|
|
469
|
|
|
1,180
|
|
|
245
|
|
|
935
|
|
Natural Gas Storage and Other
|
734
|
|
|
156
|
|
|
578
|
|
|
731
|
|
|
146
|
|
|
585
|
|
|
4,052
|
|
|
1,103
|
|
|
2,949
|
|
|
4,607
|
|
|
1,087
|
|
|
3,520
|
|
Under construction
|
1,028
|
|
|
—
|
|
|
1,028
|
|
|
729
|
|
|
—
|
|
|
729
|
|
|
5,080
|
|
|
1,103
|
|
|
3,977
|
|
|
5,336
|
|
|
1,087
|
|
|
4,249
|
|
Corporate
|
411
|
|
|
168
|
|
|
243
|
|
|
410
|
|
|
130
|
|
|
280
|
|
|
81,011
|
|
|
23,734
|
|
|
57,277
|
|
|
76,763
|
|
|
22,288
|
|
|
54,475
|
|
1
|
Includes Foothills, Ventures LP and Great Lakes Canada
.
|
2
|
Includes Bison, Portland Natural Gas Transmission System, North Baja, Tuscarora and Crossroads.
|
3
|
Includes Northern Courier, placed in-service on November 1, 2017 and White Spruce.
|
136
|
TransCanada
Consolidated financial statements
2017
|
|
4
|
Includes facilities with long-term PPAs that are accounted for as operating leases. The cost and accumulated depreciation of these facilities was $
1,264 million
and $
354 million
, respectively, at
December 31, 2017
(
2016
– $
1,319 million
and $
335 million
, respectively). Revenues of $
215 million
were recognized in
2017
(
2016
– $
212 million
;
2015
– $
235 million
) through the sale of electricity under the related PPAs.
|
5
|
Includes Coolidge, Grandview, and Bécancour assets which operate under operating leases, along with Halton Hills and Alberta cogeneration natural gas-fired facilities.
|
6
|
Ontario solar assets are excluded from the Wind and Solar net book value at December 31, 2017 as they were sold on December 19, 2017. Refer to Note 26, Other acquisitions and dispositions, for further information.
|
|
TransCanada
Consolidated financial statements
2017
|
137
|
(millions of Canadian $)
|
Ownership
Interest at December 31, 2017 |
|
|
Income/(Loss) from Equity
Investments
|
|
Equity
Investments
|
|||||||||||
year ended December 31
|
at December 31
|
||||||||||||||||
2017
|
|
|
2016
|
|
|
2015
|
|
2017
|
|
|
2016
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Canadian Natural Gas Pipelines
|
|
|
|
|
|
|
|
|
|
|
|
||||||
TQM
|
50.0
|
%
|
|
11
|
|
|
12
|
|
|
12
|
|
|
68
|
|
|
71
|
|
U.S. Natural Gas Pipelines
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Northern Border
1
|
50.0
|
%
|
|
87
|
|
|
92
|
|
|
85
|
|
|
641
|
|
|
597
|
|
Iroquois
2
|
50.0
|
%
|
|
59
|
|
|
54
|
|
|
51
|
|
|
280
|
|
|
309
|
|
Millennium
3
|
47.5
|
%
|
|
66
|
|
|
33
|
|
|
—
|
|
|
291
|
|
|
295
|
|
Pennant Midstream
3
|
47.0
|
%
|
|
11
|
|
|
6
|
|
|
—
|
|
|
228
|
|
|
246
|
|
Other
|
Various
|
|
|
17
|
|
|
29
|
|
|
26
|
|
|
92
|
|
|
93
|
|
Mexico Natural Gas Pipelines
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sur de Texas
4
|
60.0
|
%
|
|
66
|
|
|
(3
|
)
|
|
—
|
|
|
399
|
|
|
255
|
|
TransGas
|
46.5
|
%
|
|
(12
|
)
|
|
—
|
|
|
5
|
|
|
—
|
|
|
28
|
|
Liquids Pipelines
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Grand Rapids
5
|
50.0
|
%
|
|
17
|
|
|
(1
|
)
|
|
—
|
|
|
996
|
|
|
876
|
|
Other
6
|
Various
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
20
|
|
|
39
|
|
Energy
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bruce Power
7
|
48.4
|
%
|
|
434
|
|
|
293
|
|
|
249
|
|
|
2,987
|
|
|
3,356
|
|
Portlands Energy
8
|
50.0
|
%
|
|
31
|
|
|
33
|
|
|
30
|
|
|
301
|
|
|
313
|
|
ASTC Power Partnership
|
50.0
|
%
|
|
—
|
|
|
(37
|
)
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
Other
|
Various
|
|
|
6
|
|
|
3
|
|
|
5
|
|
|
63
|
|
|
66
|
|
|
|
|
|
773
|
|
|
514
|
|
|
440
|
|
|
6,366
|
|
|
6,544
|
|
1
|
At
December 31, 2017
, the difference between the carrying value of the investment and the underlying equity in the net assets of Northern Border Pipeline Company was
US$115 million
(
2016
–
US$116 million
) due to the fair value assessment of assets at the time of acquisition.
|
2
|
At
December 31, 2017
, the difference between the carrying value of the investment and the underlying equity in the net assets of Iroquois was
US$41 million
(
2016
–
US$48 million
) due mainly to the fair value assessment of the assets at the time of acquisition.
|
3
|
Acquired as part of Columbia on July 1, 2016. Income from Equity investments reflects equity earnings from the date of acquisition.
|
4
|
TransCanada has an ownership interest of
60.0 per cent
in Sur de Texas, which as a jointly controlled entity applies the equity method of accounting. Income from equity investments includes amounts recorded in the Corporate segment.
|
5
|
Grand Rapids was placed in service in August 2017. At
December 31, 2017
, the difference between the carrying value of the investment and the underlying equity in the net assets of Grand Rapids was
$105 million
(
2016
–
$86 million
) due mainly to interest capitalized during construction and the fair value of guarantees.
|
6
|
Includes investments in Canaport Energy East Marine Terminal Limited Partnership and HoustonLink Pipeline Company LLC. At December 31, 2017, the Canaport Energy East Marine Terminal Limited Partnership investment was
nil
.
|
7
|
At
December 31, 2017
, the difference between the carrying value of the investment and the underlying equity in the net assets of Bruce Power was
$902 million
(
2016
–
$942 million
) due to the fair value assessment of assets at the time of acquisitions.
|
8
|
At
December 31, 2017
, the difference between the carrying value of the investment and the underlying equity in the net assets of Portlands Energy was
$73 million
(
2016
–
$70 million
) due mainly to interest capitalized during construction.
|
138
|
TransCanada
Consolidated financial statements
2017
|
|
year ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
(millions of Canadian $)
|
||||||||
|
|
|
|
|
|
|||
Income
|
|
|
|
|
|
|||
Revenues
|
4,913
|
|
|
4,336
|
|
|
4,337
|
|
Operating and other expenses
|
(2,993
|
)
|
|
(3,068
|
)
|
|
(3,142
|
)
|
Net income
|
1,636
|
|
|
1,080
|
|
|
1,046
|
|
Net income attributable to TransCanada
|
773
|
|
|
514
|
|
|
440
|
|
at December 31
|
2017
|
|
|
2016
|
|
(millions of Canadian $)
|
|||||
|
|
|
|
||
Balance Sheet
|
|
|
|
||
Current assets
|
2,176
|
|
|
1,669
|
|
Non-current assets
|
17,869
|
|
|
15,853
|
|
Current liabilities
|
(1,577
|
)
|
|
(1,120
|
)
|
Non-current liabilities
|
(8,217
|
)
|
|
(5,867
|
)
|
|
TransCanada
Consolidated financial statements
2017
|
139
|
140
|
TransCanada
Consolidated financial statements
2017
|
|
|
TransCanada
Consolidated financial statements
2017
|
141
|
at December 31
|
2017
|
|
|
2016
|
|
|
Remaining
Recovery/ Settlement Period (years) |
|
(millions of Canadian $)
|
||||||||
|
|
|
|
|
|
|||
Regulatory Assets
|
|
|
|
|
|
|||
Deferred income taxes
1
|
967
|
|
|
861
|
|
|
n/a
|
|
Deferred income taxes – U.S. Tax Reform
2
|
(27
|
)
|
|
—
|
|
|
n/a
|
|
Operating and debt-service regulatory assets
3
|
—
|
|
|
1
|
|
|
1
|
|
Pensions and other post-retirement benefits
1,4
|
388
|
|
|
382
|
|
|
n/a
|
|
Foreign exchange on long-term debt
1,5
|
—
|
|
|
37
|
|
|
1-12
|
|
Other
|
71
|
|
|
74
|
|
|
n/a
|
|
|
1,399
|
|
|
1,355
|
|
|
|
|
Less: Current portion included in Other current assets (Note 7)
|
23
|
|
|
33
|
|
|
|
|
|
1,376
|
|
|
1,322
|
|
|
|
|
|
|
|
|
|
|
|||
Regulatory Liabilities
|
|
|
|
|
|
|
||
Operating and debt-service regulatory liabilities
3
|
188
|
|
|
47
|
|
|
1
|
|
Pensions and other post-retirement benefits
4
|
164
|
|
|
180
|
|
|
n/a
|
|
ANR related post-employment and retirement benefits other than pension
6
|
66
|
|
|
141
|
|
|
n/a
|
|
Long term adjustment account
7
|
1,142
|
|
|
659
|
|
|
46
|
|
Pipeline abandonment trust balance
|
825
|
|
|
541
|
|
|
n/a
|
|
Bridging amortization account
7
|
202
|
|
|
451
|
|
|
13
|
|
Cost of removal
8
|
216
|
|
|
226
|
|
|
n/a
|
|
Deferred income taxes
|
75
|
|
|
—
|
|
|
n/a
|
|
Deferred income taxes – U.S. Tax Reform
2
|
1,659
|
|
|
—
|
|
|
n/a
|
|
Other
|
47
|
|
|
54
|
|
|
n/a
|
|
|
4,584
|
|
|
2,299
|
|
|
|
|
Less: Current portion included in Accounts payable and other (Note 14)
|
263
|
|
|
178
|
|
|
|
|
|
4,321
|
|
|
2,121
|
|
|
|
|
1
|
These regulatory assets are underpinned by non-cash transactions or are recovered without an allowance for return as approved by the regulator. Accordingly, these regulatory assets are not included in rate base and do not yield a return on investment during the recovery period.
|
2
|
These balances represent the impact of U.S. Tax Reform. The regulatory assets and regulatory liabilities will be amortized over varying terms that approximate the expected reversal of the underlying deferred tax assets and liabilities that gave rise to the regulatory assets and liabilities. See Note 16, Income taxes, for further information.
|
3
|
Operating and debt-service regulatory assets and liabilities represent the accumulation of cost and revenue variances approved by the regulatory authority for inclusion in determining tolls for the following calendar years.
|
4
|
These balances represent the regulatory offset to pension plan and other post-retirement obligations to the extent the amounts are expected to be collected from customers in future rates.
|
5
|
Foreign exchange on long-term debt of the NGTL System represents the variance resulting from revaluing foreign currency-denominated debt instruments to the current foreign exchange rate from the historical foreign exchange rate at the time of issue. Foreign exchange gains and losses realized when foreign debt matures or is redeemed early are expected to be recovered or refunded through the determination of future tolls.
|
6
|
This balance represents the amount ANR estimates it would be required to refund to its customers for post-retirement and post-employment benefit amounts collected through its FERC-approved rates that have not been used to pay benefits to its employees. Pursuant to a FERC-approved September 2016 rate settlement,
$26 million
(
US$21 million
) of the regulatory liability balance at December 31, 2017 (2016 –
$46 million
,
US$34 million
) which accumulated between January 2007 and July 2016
will be fully amortized at July 31, 2019.
The remaining
$40 million
(
US$32 million
) balance accumulated prior to 2007 is subject to resolution through future regulatory proceedings and, accordingly, a settlement period cannot be determined at this time.
|
7
|
These regulatory accounts are used to capture Canadian Mainline revenue and cost variances plus toll stabilization during the 2015-2030 settlement term.
|
8
|
This balance represents anticipated costs of removal that have been, and continue to be, included in depreciation rates and collected in the service rates of certain rate-regulated subsidiaries for future costs to be incurred.
|
142
|
TransCanada
Consolidated financial statements
2017
|
|
(millions of Canadian $)
|
U.S. Natural
Gas Pipelines
|
|
|
Energy
|
|
|
Total
|
|
|
|
|
|
|
|
|||
Balance at January 1, 2016
|
3,667
|
|
|
1,145
|
|
|
4,812
|
|
Acquisition of Columbia (Note 5)
|
10,078
|
|
|
—
|
|
|
10,078
|
|
Impairment charge
|
—
|
|
|
(1,085
|
)
|
|
(1,085
|
)
|
Foreign exchange rate changes
|
213
|
|
|
(60
|
)
|
|
153
|
|
Balance at December 31, 2016
|
13,958
|
|
|
—
|
|
|
13,958
|
|
Columbia adjustment (Note 5)
|
71
|
|
|
—
|
|
|
71
|
|
Foreign exchange rate changes
|
(945
|
)
|
|
—
|
|
|
(945
|
)
|
Balance at December 31, 2017
|
13,084
|
|
|
—
|
|
|
13,084
|
|
|
TransCanada
Consolidated financial statements
2017
|
143
|
at December 31
|
2017
|
|
|
2016
|
|
(millions of Canadian $)
|
|||||
|
|
|
|
||
Capital projects in development
|
596
|
|
|
2,094
|
|
Deferred income tax assets (Note 16)
|
316
|
|
|
392
|
|
Employee post-retirement benefits (Note 23)
|
193
|
|
|
189
|
|
Fair value of derivative contracts (Note 24)
|
73
|
|
|
133
|
|
Other
|
306
|
|
|
218
|
|
|
1,484
|
|
|
3,026
|
|
144
|
TransCanada
Consolidated financial statements
2017
|
|
|
2017
|
|
2016
|
||||||||
(millions of Canadian $, unless otherwise noted)
|
Outstanding at December 31
|
|
|
Weighted
Average
Interest Rate
per Annum
at December 31
|
|
|
Outstanding at December 31
|
|
|
Weighted
Average
Interest Rate
per Annum
at December 31
|
|
|
|
|
|
|
|
|
|
||||
Canadian
|
884
|
|
|
1.6
|
%
|
|
509
|
|
|
0.9
|
%
|
U.S. (2017 – US$688; 2016 – US$197)
|
862
|
|
|
2.2
|
%
|
|
265
|
|
|
0.5
|
%
|
MXN (2017 – MXN$275)
|
17
|
|
|
8.0
|
%
|
|
—
|
|
|
—
|
|
|
1,763
|
|
|
|
|
|
774
|
|
|
|
|
1
|
Provisions of various credit arrangements with the Company's subsidiaries can restrict their ability to declare and pay dividends or make distributions under certain circumstances. If such restrictions apply, they may, in turn, have an impact on the Company's ability to declare and pay dividends on common and preferred shares. These credit arrangements also require the Company to comply with various affirmative and negative covenants and maintain certain financial ratios. At December 31, 2017, the Company was in compliance with all debt covenants.
|
|
TransCanada
Consolidated financial statements
2017
|
145
|
at December 31
|
2017
|
|
|
2016
|
|
(millions of Canadian $)
|
|||||
|
|
|
|
||
Trade payables
|
2,847
|
|
|
2,443
|
|
Fair value of derivative contracts (Note 24)
|
387
|
|
|
607
|
|
Unredeemed shares of Columbia
|
312
|
|
|
317
|
|
Regulatory liabilities (Note 10)
|
263
|
|
|
178
|
|
Other
|
248
|
|
|
316
|
|
|
4,057
|
|
|
3,861
|
|
at December 31
|
2017
|
|
|
2016
|
|
(millions of Canadian $)
|
|||||
|
|
|
|
||
Employee post-retirement benefits (Note 23)
|
389
|
|
|
448
|
|
Fair value of derivative contracts (Note 24)
|
72
|
|
|
330
|
|
Asset retirement obligations
|
98
|
|
|
108
|
|
Guarantees (Note 27)
|
16
|
|
|
82
|
|
Other
|
152
|
|
|
215
|
|
|
727
|
|
|
1,183
|
|
146
|
TransCanada
Consolidated financial statements
2017
|
|
year ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
(millions of Canadian $)
|
||||||||
|
|
|
|
|
|
|||
Current
|
|
|
|
|
|
|||
Canada
|
113
|
|
|
116
|
|
|
44
|
|
Foreign
|
36
|
|
|
40
|
|
|
92
|
|
|
149
|
|
|
156
|
|
|
136
|
|
Deferred
|
|
|
|
|
|
|||
Canada
|
(185
|
)
|
|
101
|
|
|
33
|
|
Foreign
|
751
|
|
|
95
|
|
|
(135
|
)
|
Foreign – U.S. Tax Reform
|
(804
|
)
|
|
—
|
|
|
—
|
|
|
(238
|
)
|
|
196
|
|
|
(102
|
)
|
Income Tax (Recovery)/Expense
|
(89
|
)
|
|
352
|
|
|
34
|
|
year ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
(millions of Canadian $)
|
||||||||
|
|
|
|
|
|
|||
Income/(loss) before income taxes
|
3,306
|
|
|
837
|
|
|
(1,106
|
)
|
Federal and provincial statutory tax rate
|
27
|
%
|
|
27
|
%
|
|
26
|
%
|
Expected income tax expense/(recovery)
|
893
|
|
|
226
|
|
|
(288
|
)
|
U.S. Tax Reform
|
(804
|
)
|
|
—
|
|
|
—
|
|
Foreign income tax rate differentials
|
(81
|
)
|
|
(196
|
)
|
|
14
|
|
Income from equity investments and non-controlling interests
|
(64
|
)
|
|
(68
|
)
|
|
(56
|
)
|
Income tax differential related to regulated operations
|
(42
|
)
|
|
81
|
|
|
159
|
|
Non-taxable portion of capital gains
|
(42
|
)
|
|
—
|
|
|
—
|
|
Asset impairment charges
1
|
34
|
|
|
242
|
|
|
170
|
|
Non-deductible amounts
|
4
|
|
|
46
|
|
|
—
|
|
Tax rate and legislative changes
|
—
|
|
|
—
|
|
|
34
|
|
Other
|
13
|
|
|
21
|
|
|
1
|
|
Income Tax (Recovery)/Expense
|
(89
|
)
|
|
352
|
|
|
34
|
|
1
|
Net of
nil
(2016
–
$112 million
; 2015
–
$311 million
) attributed to higher foreign tax rates.
|
|
TransCanada
Consolidated financial statements
2017
|
147
|
at December 31
|
2017
|
|
|
2016
|
|
(millions of Canadian $)
|
|||||
|
|
|
|
||
Deferred Income Tax Assets
|
|
|
|
||
Tax loss and credit carryforwards
|
1,379
|
|
|
2,063
|
|
Difference in accounting and tax bases of impaired assets and assets held for sale
|
651
|
|
|
1,168
|
|
Regulatory and other deferred amounts
|
512
|
|
|
277
|
|
Unrealized foreign exchange losses on long-term debt
|
216
|
|
|
446
|
|
Financial instruments
|
10
|
|
|
34
|
|
Other
|
227
|
|
|
352
|
|
|
2,995
|
|
|
4,340
|
|
Less: valuation allowance
|
832
|
|
|
1,336
|
|
|
2,163
|
|
|
3,004
|
|
Deferred Income Tax Liabilities
|
|
|
|
||
Difference in accounting and tax bases of plant, property and equipment and PPAs
|
6,240
|
|
|
9,015
|
|
Equity investments
|
632
|
|
|
905
|
|
Taxes on future revenue requirement
|
238
|
|
|
198
|
|
Other
|
140
|
|
|
156
|
|
|
7,250
|
|
|
10,274
|
|
Net Deferred Income Tax Liabilities
|
5,087
|
|
|
7,270
|
|
at December 31
|
2017
|
|
|
2016
|
|
(millions of Canadian $)
|
|||||
|
|
|
|
||
Deferred Income Tax Assets
|
|
|
|
||
Intangible and other assets (Note 12)
|
316
|
|
|
392
|
|
Deferred Income Tax Liabilities
|
|
|
|
||
Deferred income tax liabilities
|
5,403
|
|
|
7,662
|
|
Net Deferred Income Tax Liabilities
|
5,087
|
|
|
7,270
|
|
148
|
TransCanada
Consolidated financial statements
2017
|
|
at December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
(millions of Canadian $)
|
||||||||
|
|
|
|
|
|
|||
Unrecognized tax benefit at beginning of year
|
18
|
|
|
17
|
|
|
18
|
|
Gross increases – tax positions in prior years
|
—
|
|
|
3
|
|
|
2
|
|
Gross decreases – tax positions in prior years
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
Gross increases – tax positions in current year
|
2
|
|
|
2
|
|
|
1
|
|
Settlement
|
—
|
|
|
(1
|
)
|
|
—
|
|
Lapse of statutes of limitations
|
(4
|
)
|
|
(3
|
)
|
|
(2
|
)
|
Unrecognized Tax Benefit at End of Year
|
15
|
|
|
18
|
|
|
17
|
|
|
TransCanada
Consolidated financial statements
2017
|
149
|
|
|
|
2017
|
|
2016
|
|||||||||
Outstanding amounts
|
Maturity Dates
|
|
|
Outstanding at December 31
|
|
|
Interest
Rate
1
|
|
|
Outstanding at December 31
|
|
|
Interest
Rate
1
|
|
(millions of Canadian $, unless otherwise noted)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||
TRANSCANADA PIPELINES LIMITED
|
|
|
|
|
|
|
|
|
|
|||||
Debentures
|
|
|
|
|
|
|
|
|
|
|||||
Canadian
|
2018 to 2020
|
|
|
500
|
|
|
10.8
|
%
|
|
600
|
|
|
10.7
|
%
|
U.S. (2017 and 2016 – US$400)
|
2021
|
|
|
501
|
|
|
9.9
|
%
|
|
537
|
|
|
9.9
|
%
|
Medium Term Notes
|
|
|
|
|
|
|
|
|
|
|||||
Canadian
|
2019 to 2047
|
|
|
6,504
|
|
|
4.9
|
%
|
|
5,804
|
|
|
4.6
|
%
|
Senior Unsecured Notes
|
|
|
|
|
|
|
|
|
|
|||||
U.S. (2017
– US$14,892; 2016 – US$14,642)
|
2018 to 2045
|
|
|
18,644
|
|
|
5.1
|
%
|
|
19,660
|
|
|
5.1
|
%
|
Acquisition Bridge Facility (2017 – nil; 2016 – US$2,013)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,702
|
|
|
1.9
|
%
|
|
|
|
|
26,149
|
|
|
|
|
|
29,303
|
|
|
|
|
NOVA GAS TRANSMISSION LTD.
|
|
|
|
|
|
|
|
|
|
|||||
Debentures and Notes
|
|
|
|
|
|
|
|
|
|
|||||
Canadian
|
2024
|
|
|
100
|
|
|
9.9
|
%
|
|
100
|
|
|
9.9
|
%
|
U.S. (2017 and 2016
–
US$200)
|
2023
|
|
|
250
|
|
|
7.9
|
%
|
|
269
|
|
|
7.9
|
%
|
Medium Term Notes
|
|
|
|
|
|
|
|
|
|
|||||
Canadian
|
2025 to 2030
|
|
|
504
|
|
|
7.4
|
%
|
|
504
|
|
|
7.4
|
%
|
U.S. (2017 and 2016 – US$33)
|
2026
|
|
|
41
|
|
|
7.5
|
%
|
|
44
|
|
|
7.5
|
%
|
|
|
|
|
895
|
|
|
|
|
|
917
|
|
|
|
|
TRANSCANADA PIPELINE USA LTD.
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition Bridge Facility (2017 – nil; 2016 – US$1,700)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,283
|
|
|
1.9
|
%
|
COLUMBIA PIPELINE GROUP, INC.
|
|
|
|
|
|
|
|
|
|
|||||
Senior Unsecured Notes
|
|
|
|
|
|
|
|
|
|
|||||
U.S. (2017 and 2016 – US$2,750)
2
|
2018 to 2045
|
|
|
3,443
|
|
|
4.0
|
%
|
|
3,692
|
|
|
4.0
|
%
|
TC PIPELINES, LP
|
|
|
|
|
|
|
|
|
|
|||||
Unsecured Loan Facility
|
|
|
|
|
|
|
|
|
|
|||||
U.S. (2017 – US$185; 2016 – US$160)
|
2021
|
|
|
232
|
|
|
2.7
|
%
|
|
215
|
|
|
1.9
|
%
|
Unsecured Term Loan
|
|
|
|
|
|
|
|
|
|
|||||
U.S. (2017 and 2016
–
US$670)
3
|
2020 to 2022
|
|
|
839
|
|
|
2.7
|
%
|
|
899
|
|
|
1.9
|
%
|
Senior Unsecured Notes
|
|
|
|
|
|
|
|
|
|
|||||
U.S. (2017
–
US$1,200; 2016
–
US$700)
|
2021 to 2027
|
|
|
1,502
|
|
|
4.4
|
%
|
|
940
|
|
|
4.7
|
%
|
|
|
|
2,573
|
|
|
|
|
2,054
|
|
|
|
|||
ANR PIPELINE COMPANY
|
|
|
|
|
|
|
|
|
|
|||||
Senior Unsecured Notes
|
|
|
|
|
|
|
|
|
|
|||||
U.S. (2017 and 2016 – US$672)
|
2021 to 2026
|
|
|
842
|
|
|
7.2
|
%
|
|
903
|
|
|
7.2
|
%
|
GAS TRANSMISSION NORTHWEST LLC
|
|
|
|
|
|
|
|
|
|
|||||
Unsecured Term Loan
|
|
|
|
|
|
|
|
|
|
|||||
U.S. (2017 – US$55; 2016 – US$65)
|
2019
|
|
|
69
|
|
|
1.1
|
%
|
|
87
|
|
|
1.6
|
%
|
Senior Unsecured Notes
|
|
|
|
|
|
|
|
|
|
|||||
U.S. (2017 and 2016 – US$250)
|
2020 to 2035
|
|
|
313
|
|
|
5.6
|
%
|
|
336
|
|
|
5.6
|
%
|
|
|
|
382
|
|
|
|
|
423
|
|
|
|
|||
GREAT LAKES GAS TRANSMISSION LIMITED PARTNERSHIP
|
|
|
|
|
|
|
|
|
||||||
Senior Unsecured Notes
|
|
|
|
|
|
|
|
|
|
|||||
U.S. (2017 – US$259; 2016 – US$278)
|
2018 to 2030
|
|
|
324
|
|
|
7.7
|
%
|
|
373
|
|
|
7.7
|
%
|
|
|
|
|
|
|
|
|
|
|
150
|
TransCanada
Consolidated financial statements
2017
|
|
1
|
Interest rates are the effective interest rates except for those pertaining to long-term debt issued for the Company's Canadian regulated natural gas operations, in which case the weighted average interest rate is presented as approved by the regulators. Weighted average and effective interest rates are stated as at the respective outstanding dates.
|
2
|
Certain subsidiaries of Columbia have guaranteed the principal payments of Columbia’s senior unsecured notes. Each guarantor of Columbia’s obligations is required to comply with covenants under the debt indenture and in the event of default, the guarantors would be obligated to pay the principal and related interest.
|
3
|
The
US$170 million
and
US$500 million
term loan facilities were amended in September 2017 to extend the maturity dates from 2018 to 2020 and 2022, respectively.
|
4
|
These notes are secured by shipper transportation contracts, existing and new guarantees, letters of credit and collateral requirements.
|
5
|
The fair value adjustments include
$242 million
(2016 –
$293 million
) related to the acquisition of Columbia. Refer to Note 5, Acquisition of Columbia, for further information. The fair value adjustments also include a decrease of
$4 million
(2016 –
nil
) related to hedged interest rate risk. Refer to Note 24, Risk management and financial instruments, for further information.
|
(millions of Canadian $)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
Principal repayments on long-term debt
|
|
2,866
|
|
3,189
|
|
2,834
|
|
2,085
|
|
1,929
|
|
TransCanada
Consolidated financial statements
2017
|
151
|
1
|
These facilities were put in place to finance a portion of the Columbia acquisition and bear interest at LIBOR plus an applicable margin. Proceeds from the issuance of common shares in fourth quarter 2016 and proceeds from the sale of the U.S. Northeast power assets were used to fully retire the remaining acquisition bridge facilities in the second quarter 2017.
|
2
|
Reflects coupon rate on re-opening of a pre-existing medium term notes (MTN) issue. The MTNs were issued at premium to par, resulting in a re-issuance yield of
2.69 per cent
.
|
152
|
TransCanada
Consolidated financial statements
2017
|
|
(millions of Canadian $, unless otherwise noted)
|
||||||||||
Company
|
|
Retirement/Repayment Date
|
|
Type
|
|
Amount
|
|
|
Interest Rate
|
|
|
|
|
|
|
|
|
|
|
||
TRANSCANADA PIPELINES LIMITED
|
|
|
|
|
|
|
|
|
||
|
|
December 2017
|
|
Debentures
|
|
100
|
|
|
9.80
|
%
|
|
|
November 2017
|
|
Senior Unsecured Notes
|
|
US 1,000
|
|
|
1.625
|
%
|
|
|
June 2017
|
|
Acquisition Bridge Facility
1
|
|
US 1,513
|
|
|
Floating
|
|
|
|
February 2017
|
|
Acquisition Bridge Facility
1
|
|
US 500
|
|
|
Floating
|
|
|
|
January 2017
|
|
Medium Term Notes
|
|
300
|
|
|
5.10
|
%
|
|
|
November 2016
|
|
Acquisition Bridge Facility
1
|
|
US 3,200
|
|
|
Floating
|
|
|
|
October 2016
|
|
Medium Term Notes
|
|
400
|
|
|
4.65
|
%
|
|
|
June 2016
|
|
Senior Unsecured Notes
|
|
US 84
|
|
|
7.69
|
%
|
|
|
June 2016
|
|
Senior Unsecured Notes
|
|
US 500
|
|
|
Floating
|
|
|
|
January 2016
|
|
Senior Unsecured Notes
|
|
US 750
|
|
|
0.75
|
%
|
|
|
August 2015
|
|
Debentures
|
|
150
|
|
|
11.90
|
%
|
|
|
June 2015
|
|
Senior Unsecured Notes
|
|
US 500
|
|
|
3.40
|
%
|
|
|
March 2015
|
|
Senior Unsecured Notes
|
|
US 500
|
|
|
0.875
|
%
|
|
|
January 2015
|
|
Senior Unsecured Notes
|
|
US 300
|
|
|
4.875
|
%
|
TUSCARORA GAS TRANSMISSION COMPANY
|
|
|
|
|
|
|
|
|
||
|
|
August 2017
|
|
Senior Secured Notes
|
|
US 12
|
|
|
3.82
|
%
|
TRANSCANADA PIPELINE USA LTD.
|
|
|
|
|
|
|
|
|
||
|
|
June 2017
|
|
Acquisition Bridge Facility
1
|
|
US 630
|
|
|
Floating
|
|
|
|
April 2017
|
|
Acquisition Bridge Facility
1
|
|
US 1,070
|
|
|
Floating
|
|
NOVA GAS TRANSMISSION LTD.
|
|
|
|
|
|
|
|
|
||
|
|
February 2016
|
|
Debentures
|
|
225
|
|
|
12.20
|
%
|
GAS TRANSMISSION NORTHWEST LLC
|
|
|
|
|
|
|
|
|
||
|
|
June 2015
|
|
Senior Unsecured Notes
|
|
US 75
|
|
|
5.09
|
%
|
1
|
These facilities were put in place to finance a portion of the Columbia acquisition and bear interest at LIBOR plus an applicable margin. Proceeds from the issuance of common shares in fourth quarter 2016 and proceeds from the sale of the U.S. Northeast power assets were used to fully retire the remaining acquisition bridge facilities in the second quarter 2017.
|
year ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
(millions of Canadian $)
|
||||||||
|
|
|
|
|
|
|||
Interest on long-term debt
|
1,794
|
|
|
1,765
|
|
|
1,487
|
|
Interest on junior subordinated notes
|
348
|
|
|
180
|
|
|
116
|
|
Interest on short-term debt
|
33
|
|
|
18
|
|
|
16
|
|
Capitalized interest
|
(173
|
)
|
|
(176
|
)
|
|
(280
|
)
|
Amortization and other financial charges
1
|
67
|
|
|
211
|
|
|
31
|
|
|
2,069
|
|
|
1,998
|
|
|
1,370
|
|
1
|
Amortization and other financial charges includes amortization of transaction costs and debt discounts calculated using the effective interest method and changes in the fair value of derivatives used to manage the Company's exposure to changes in interest rates. In 2016, this amount includes dividend equivalent payments of
$109 million
on the subscription receipts issued to partially fund the Columbia acquisition. Refer to Note 20, Common shares, for further information.
|
|
TransCanada
Consolidated financial statements
2017
|
153
|
|
|
|
2017
|
|
2016
|
||||||||
Outstanding loan amount
|
Maturity
Date |
|
Outstanding at December 31
|
|
|
Effective
Interest Rate
|
|
|
Outstanding at December 31
|
|
|
Effective
Interest Rate
|
|
(millions of Canadian $, unless otherwise noted)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
||||
TRANSCANADA PIPELINES LIMITED
|
|
|
|
|
|
|
|
|
|
||||
U.S.$1,000 notes issued 2007
1
|
2067
|
|
1,252
|
|
|
5.0
|
%
|
3
|
1,343
|
|
|
6.4
|
%
|
U.S.$750 notes issued 2015
1,2
|
2075
|
|
939
|
|
|
5.9
|
%
|
|
1,007
|
|
|
5.5
|
%
|
U.S.$1,200 notes issued 2016
1,2
|
2076
|
|
1,502
|
|
|
6.6
|
%
|
|
1,611
|
|
|
6.2
|
%
|
U.S.$1,500 notes issued 2017
1, 2
|
2077
|
|
1,878
|
|
|
5.6
|
%
|
|
—
|
|
|
—
|
|
$1,500 notes issued 2017
1, 2
|
2077
|
|
1,500
|
|
|
5.1
|
%
|
|
—
|
|
|
—
|
|
|
|
|
7,071
|
|
|
|
|
3,961
|
|
|
|
||
Unamortized debt discount and issue costs
|
|
|
(64
|
)
|
|
|
|
(30
|
)
|
|
|
||
|
|
|
7,007
|
|
|
|
|
3,931
|
|
|
|
1
|
The Junior subordinated notes are subordinated in right of payment to existing and future senior indebtedness or other obligations of TCPL.
|
2
|
The Junior subordinated notes were issued to TransCanada Trust, a financing trust subsidiary wholly-owned by TCPL. While the obligations of the Trust are fully and unconditionally guaranteed by TCPL on a subordinated basis, the Trust is not consolidated in TransCanada's financial statements since TCPL does not have a variable interest in the Trust and the only substantive assets of the Trust are junior subordinated notes of TCPL.
|
3
|
In May 2017, Junior subordinated notes of US
$1 billion
converted from fixed rate of
6.35 per cent
to a floating rate that is reset quarterly to the three month LIBOR plus
2.21 per cent
.
|
154
|
TransCanada
Consolidated financial statements
2017
|
|
at December 31
|
2017
|
|
|
2016
|
|
(millions of Canadian $)
|
|||||
|
|
|
|
||
Non-controlling interest in TC PipeLines, LP
|
1,852
|
|
|
1,596
|
|
Non-controlling interest in Portland Natural Gas Transmission System
|
—
|
|
|
130
|
|
|
1,852
|
|
|
1,726
|
|
year ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
(millions of Canadian $)
|
||||||||
|
|
|
|
|
|
|||
Non-controlling interest in TC PipeLines, LP
|
220
|
|
|
215
|
|
|
(13
|
)
|
Non-controlling interest in Portland Natural Gas Transmission System
1
|
9
|
|
|
20
|
|
|
19
|
|
Non-controlling interest in Columbia Pipeline Partners LP
2
|
9
|
|
|
17
|
|
|
—
|
|
|
238
|
|
|
252
|
|
|
6
|
|
1
|
Non-controlling interest in 2017 for the period January 1 to May 31 when TransCanada sold its remaining interest in PNGTS to TC PipeLines, LP. Refer to Note 26, Other acquisitions and dispositions for further information.
|
2
|
Non-controlling interest up to February 17, 2017 acquisition of all publicly held common units of CPPL.
|
|
TransCanada
Consolidated financial statements
2017
|
155
|
|
Number of Shares
|
|
|
Amount
|
|
|
(thousands)
|
|
|
(millions of Canadian $)
|
|
|
|
|
|
||
Outstanding at January 1, 2015
|
708,662
|
|
|
12,202
|
|
Exercise of options
|
737
|
|
|
30
|
|
Repurchase of shares
|
(6,785
|
)
|
|
(130
|
)
|
Outstanding at December 31, 2015
|
702,614
|
|
|
12,102
|
|
Issued under public offerings
1
|
156,825
|
|
|
7,752
|
|
Dividend reinvestment and share purchase plan
|
2,942
|
|
|
177
|
|
Exercise of options
|
1,683
|
|
|
74
|
|
Repurchase of shares
|
(305
|
)
|
|
(6
|
)
|
Outstanding at December 31, 2016
|
863,759
|
|
|
20,099
|
|
Dividend reinvestment and share purchase plan
|
12,824
|
|
|
790
|
|
At-the-market equity issuance program
1
|
3,462
|
|
|
216
|
|
Exercise of options
|
1,331
|
|
|
62
|
|
Outstanding at December 31, 2017
|
881,376
|
|
|
21,167
|
|
1
|
Net of underwriting commissions and deferred income taxes.
|
156
|
TransCanada
Consolidated financial statements
2017
|
|
|
Number of
Options (thousands) |
|
|
Weighted Average Exercise Prices
|
|
Weighted Average Remaining Contractual Life
(years)
|
Options outstanding at January 1, 2017
|
10,630
|
|
|
$48.28
|
|
|
Options granted
|
2,066
|
|
|
$62.22
|
|
|
Options exercised
|
(1,331
|
)
|
|
$42.03
|
|
|
Options forfeited/expired
|
(339
|
)
|
|
$56.89
|
|
|
Options Outstanding at December 31, 2017
|
11,026
|
|
|
$51.38
|
|
3.9
|
Options Exercisable at December 31, 2017
|
6,559
|
|
|
$48.59
|
|
3.0
|
|
TransCanada
Consolidated financial statements
2017
|
157
|
year ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|||
Weighted average fair value
|
$7.22
|
|
$5.67
|
|
$6.45
|
|||
Expected life (years)
|
5.7
|
|
|
5.8
|
|
|
5.8
|
|
Interest rate
|
1.2
|
%
|
|
0.7
|
%
|
|
1.1
|
%
|
Volatility
1
|
18
|
%
|
|
21
|
%
|
|
18
|
%
|
Dividend yield
|
3.6
|
%
|
|
4.9
|
%
|
|
3.7
|
%
|
Forfeiture rate
2
|
—
|
|
|
5
|
%
|
|
5
|
%
|
1
|
Volatility is derived based on the average of both the historical and implied volatility of the Company's common shares.
|
2
|
On January 1, 2017, TransCanada made an election to account for forfeitures when they occur as a result of new GAAP guidance. Refer to Note 3, Accounting changes, for further information.
|
year ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
(millions of Canadian $, unless otherwise noted)
|
||||||||
|
|
|
|
|
|
|||
Total intrinsic value of options exercised
|
28
|
|
|
31
|
|
|
10
|
|
Fair value of options that have vested
|
140
|
|
|
126
|
|
|
91
|
|
Total options vested
|
2.3 million
|
|
|
2.1 million
|
|
|
2.0 million
|
|
158
|
TransCanada
Consolidated financial statements
2017
|
|
at
December 31
|
Number of
Shares
Outstanding
|
|
|
Current Yield
|
|
|
|
Annual Dividend Per Share
|
|
|
Redemption Price Per Share
|
|
|
Redemption and Conversion Option Date
|
|
Right to Convert Into
1,2
|
|
2017
|
|
2016
|
|
2015
|
|
||||
|
(thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(millions of Canadian $)
3
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cumulative First Preferred Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Series 1
|
9,498
|
|
|
3.266
|
%
|
|
|
|
$0.8165
|
|
|
|
$25.00
|
|
|
December 31, 2019
|
|
Series 2
|
|
233
|
|
233
|
|
233
|
|
||
Series 2
|
12,502
|
|
|
Floating
|
|
4
|
|
Floating
|
|
|
|
$25.00
|
|
|
December 31, 2019
|
|
Series 1
|
|
306
|
|
306
|
|
306
|
|
|||
Series 3
|
8,533
|
|
|
2.152
|
%
|
|
|
|
$0.538
|
|
|
|
$25.00
|
|
|
June 30, 2020
|
|
Series 4
|
|
209
|
|
209
|
|
209
|
|
||
Series 4
|
5,467
|
|
|
Floating
|
|
4
|
|
Floating
|
|
|
|
$25.00
|
|
|
June 30, 2020
|
|
Series 3
|
|
134
|
|
134
|
|
134
|
|
|||
Series 5
|
12,714
|
|
|
2.263
|
%
|
|
|
|
$0.56575
|
|
|
$5
|
|
|
$25.00
|
|
|
January 30, 2021
|
|
Series 6
|
|
310
|
|
310
|
|
342
|
|
Series 6
|
1,286
|
|
|
Floating
|
|
4
|
|
Floating
|
|
|
|
$25.00
|
|
|
January 30, 2021
|
|
Series 5
|
|
32
|
|
32
|
|
—
|
|
|||
Series 7
|
24,000
|
|
|
4.00
|
%
|
|
|
|
$1.00
|
|
|
|
$25.00
|
|
|
April 30, 2019
|
|
Series 8
|
|
589
|
|
589
|
|
589
|
|
||
Series 9
|
18,000
|
|
|
4.25
|
%
|
|
|
|
$1.0625
|
|
|
|
$25.00
|
|
|
October 30, 2019
|
|
Series 10
|
|
442
|
|
442
|
|
442
|
|
||
Series 11
|
10,000
|
|
|
3.80
|
%
|
|
|
|
$0.95
|
|
|
|
$25.00
|
|
|
November 30, 2020
|
|
Series 12
|
|
244
|
|
244
|
|
244
|
|
||
Series 13
|
20,000
|
|
|
5.50
|
%
|
|
|
|
$1.375
|
|
|
|
$25.00
|
|
|
May 31, 2021
|
|
Series 14
|
|
493
|
|
493
|
|
—
|
|
||
Series 15
|
40,000
|
|
|
4.90
|
%
|
|
|
|
$1.225
|
|
|
|
$25.00
|
|
|
May 31, 2022
|
|
Series 16
|
|
988
|
|
988
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,980
|
|
3,980
|
|
2,499
|
|
1
|
Each of the even numbered series of preferred shares, if in existence, will be entitled to receive floating rate cumulative quarterly preferential dividends per share at an annualized rate equal to the
90
-day Government of Canada Treasury bill rate (T-bill rate) plus
1.92 per cent
(Series 2),
1.28 per cent
(Series 4),
1.54 per cent
(Series 6),
2.38 per cent
(Series 8),
2.35 per cent
(Series 10),
2.96 per cent
(Series 12),
4.69 per cent
(Series 14) and
3.85 per cent
(Series 16). These rates reset quarterly with the then current T-Bill rate.
|
2
|
The odd numbered series of preferred shares, if in existence, will be entitled to receive fixed rate cumulative quarterly preferential dividends, which will reset on the redemption and conversion option date and every fifth year thereafter, at an annualized rate equal to the then
five
-year Government of Canada bond yield plus
1.92 per cent
(Series 1),
1.28 per cent
(Series 3),
1.54 per cent
(Series 5),
2.38 per cent
(Series 7),
2.35 per cent
(Series 9),
2.96 per cent
(Series 11),
4.69 per cent
, subject to a minimum of
5.50 per cent
(Series 13) and
3.85 per cent
, subject to a minimum of
4.90 per cent
(Series 15).
|
3
|
Net of underwriting commissions and deferred income taxes.
|
4
|
The floating quarterly dividend rate for the Series 2 preferred shares is
2.792 per cent
and for the Series 4 preferred shares is
2.152 per cent
for the period starting December 29, 2017 to, but excluding, March 29, 2018. The floating quarterly dividend rate for the Series 6 preferred shares is
2.549 per cent
for the period starting October 30, 2017 to, but excluding, January 30, 2018. These rates will reset each quarter going forward.
|
|
TransCanada
Consolidated financial statements
2017
|
159
|
year ended December 31, 2017
|
|
Before Tax Amount
|
|
|
Income Tax Recovery/(Expense)
|
|
|
Net of Tax Amount
|
|
(millions of Canadian $)
|
|||||||||
|
|
|
|
|
|
|
|||
Foreign currency translation losses on net investment in foreign operations
|
|
(746
|
)
|
|
(3
|
)
|
|
(749
|
)
|
Reclassification of foreign currency translation gains on net investment on disposal of foreign operations
|
|
(77
|
)
|
|
—
|
|
|
(77
|
)
|
Change in fair value of net investment hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
Change in fair value of cash flow hedges
|
|
3
|
|
|
—
|
|
|
3
|
|
Reclassification to net income of gains and losses on cash flow hedges
|
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
Unrealized actuarial gains and losses on pension and other post-retirement benefit plans
|
|
(14
|
)
|
|
3
|
|
|
(11
|
)
|
Reclassification of actuarial gains and losses on pension and other post-retirement benefit plans
|
|
21
|
|
|
(5
|
)
|
|
16
|
|
Other comprehensive loss on equity investments
|
|
(141
|
)
|
|
35
|
|
|
(106
|
)
|
Other Comprehensive Loss
|
|
(957
|
)
|
|
31
|
|
|
(926
|
)
|
year ended December 31, 2016
|
|
Before Tax Amount
|
|
|
Income Tax Recovery/(Expense)
|
|
|
Net of Tax Amount
|
|
(millions of Canadian $)
|
|||||||||
|
|
|
|
|
|
|
|||
Foreign currency translation gains on net investment in foreign operations
|
|
3
|
|
|
—
|
|
|
3
|
|
Change in fair value of net investment hedges
|
|
(14
|
)
|
|
4
|
|
|
(10
|
)
|
Change in fair value of cash flow hedges
|
|
44
|
|
|
(14
|
)
|
|
30
|
|
Reclassification to net income of gains and losses on cash flow hedges
|
|
71
|
|
|
(29
|
)
|
|
42
|
|
Unrealized actuarial gains and losses on pension and other post-retirement benefit plans
|
|
(38
|
)
|
|
12
|
|
|
(26
|
)
|
Reclassification of actuarial gains and losses on pension and other post-retirement benefit plans
|
|
22
|
|
|
(6
|
)
|
|
16
|
|
Other comprehensive loss on equity investments
|
|
(117
|
)
|
|
30
|
|
|
(87
|
)
|
Other Comprehensive Loss
|
|
(29
|
)
|
|
(3
|
)
|
|
(32
|
)
|
year ended December 31, 2015
|
|
Before Tax Amount
|
|
|
Income Tax Recovery/(Expense)
|
|
|
Net of Tax Amount
|
|
(millions of Canadian $)
|
|||||||||
Foreign currency translation gains on net investment in foreign operations
|
|
798
|
|
|
15
|
|
|
813
|
|
Change in fair value of net investment hedges
|
|
(505
|
)
|
|
133
|
|
|
(372
|
)
|
Change in fair value of cash flow hedges
|
|
(92
|
)
|
|
35
|
|
|
(57
|
)
|
Reclassification to net income of gains and losses on cash flow hedges
|
|
144
|
|
|
(56
|
)
|
|
88
|
|
Unrealized actuarial gains and losses on pension and other post-retirement benefit plans
|
|
74
|
|
|
(23
|
)
|
|
51
|
|
Reclassification of actuarial gains and losses on pension and other post-retirement benefit plans
|
|
41
|
|
|
(9
|
)
|
|
32
|
|
Other comprehensive income on equity investments
|
|
62
|
|
|
(15
|
)
|
|
47
|
|
Other Comprehensive Income
|
|
522
|
|
|
80
|
|
|
602
|
|
160
|
TransCanada
Consolidated financial statements
2017
|
|
|
|
Currency
Translation
Adjustments
|
|
|
Cash Flow
Hedges
|
|
|
Pension and Other Post-Retirement Benefit Plan Adjustments
|
|
|
Equity Investments
|
|
|
Total
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
AOCI balance at January 1, 2015
|
|
(518
|
)
|
|
(128
|
)
|
|
(281
|
)
|
|
(308
|
)
|
|
(1,235
|
)
|
Other comprehensive income/(loss) before reclassifications
2
|
|
135
|
|
|
(57
|
)
|
|
51
|
|
|
33
|
|
|
162
|
|
Amounts reclassified from AOCI
|
|
—
|
|
|
88
|
|
|
32
|
|
|
14
|
|
|
134
|
|
Net current period other comprehensive income
|
|
135
|
|
|
31
|
|
|
83
|
|
|
47
|
|
|
296
|
|
AOCI balance at December 31, 2015
|
|
(383
|
)
|
|
(97
|
)
|
|
(198
|
)
|
|
(261
|
)
|
|
(939
|
)
|
Other comprehensive income/(loss) before reclassifications
2
|
|
7
|
|
|
27
|
|
|
(26
|
)
|
|
(101
|
)
|
|
(93
|
)
|
Amounts reclassified from AOCI
|
|
—
|
|
|
42
|
|
|
16
|
|
|
14
|
|
|
72
|
|
Net current period other comprehensive income/(loss)
|
|
7
|
|
|
69
|
|
|
(10
|
)
|
|
(87
|
)
|
|
(21
|
)
|
AOCI balance at December 31, 2016
|
|
(376
|
)
|
|
(28
|
)
|
|
(208
|
)
|
|
(348
|
)
|
|
(960
|
)
|
Other comprehensive (loss)/income before reclassifications
2,3
|
|
(590
|
)
|
|
(1
|
)
|
|
(11
|
)
|
|
(117
|
)
|
|
(719
|
)
|
Amounts reclassified from AOCI
4
|
|
(77
|
)
|
|
(2
|
)
|
|
16
|
|
|
11
|
|
|
(52
|
)
|
Net current period other comprehensive (loss)/income
|
|
(667
|
)
|
|
(3
|
)
|
|
5
|
|
|
(106
|
)
|
|
(771
|
)
|
AOCI balance at December 31, 2017
|
|
(1,043
|
)
|
|
(31
|
)
|
|
(203
|
)
|
|
(454
|
)
|
|
(1,731
|
)
|
1
|
All amounts are net of tax. Amounts in parentheses indicate losses recorded to OCI.
|
2
|
In
2017
, other comprehensive (loss)/income before reclassifications on currency translation adjustments and cash flow hedges is net of non-controlling interest losses of
$159 million
(
2016
–
$14 million
losses;
2015
–
$306 million
gains) and gains of
$4 million
(
2016
–
$3 million
gains and
2015
–
nil
), respectively.
|
3
|
Other comprehensive (loss)/income before reclassification on pension and other post-retirement benefit plan adjustments includes a
$27 million
reduction on settlements and curtailments.
|
4
|
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
$19 million
(
$14 million
, net of tax) at
December 31, 2017
. 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
Consolidated financial statements
2017
|
161
|
|
|
Amounts Reclassified
From AOCI 1 |
|
Affected Line Item
in the Consolidated Statement of Income |
|||||||
year ended December 31
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(millions of Canadian $)
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|||
Commodities
|
|
20
|
|
|
(57
|
)
|
|
(128
|
)
|
|
Revenues (Energy)
|
Interest
|
|
(17
|
)
|
|
(14
|
)
|
|
(16
|
)
|
|
Interest expense
|
|
|
3
|
|
|
(71
|
)
|
|
(144
|
)
|
|
Total before tax
|
|
|
(1
|
)
|
|
29
|
|
|
56
|
|
|
Income tax (recovery)/expense
|
|
|
2
|
|
|
(42
|
)
|
|
(88
|
)
|
|
Net of tax
|
Pension and other post-retirement benefit plan adjustments
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of actuarial loss and past service cost
|
|
(15
|
)
|
|
(22
|
)
|
|
(41
|
)
|
|
Plant operating costs and other
2
|
Settlement charge
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
Plant operating costs and other
2
|
|
|
(17
|
)
|
|
(22
|
)
|
|
(41
|
)
|
|
Total before tax
|
|
|
5
|
|
|
6
|
|
|
9
|
|
|
Income tax (recovery)/expense
|
|
|
(12
|
)
|
|
(16
|
)
|
|
(32
|
)
|
|
Net of tax
|
Equity investments
|
|
|
|
|
|
|
|
|
|||
Equity income
|
|
(15
|
)
|
|
(19
|
)
|
|
(19
|
)
|
|
Income from equity investments
|
|
|
4
|
|
|
5
|
|
|
5
|
|
|
Income tax (recovery)/expense
|
|
|
(11
|
)
|
|
(14
|
)
|
|
(14
|
)
|
|
Net of tax
|
Currency translation adjustments
|
|
|
|
|
|
|
|
|
|||
Realization of foreign currency translation gains on disposal of foreign operations
|
|
77
|
|
|
—
|
|
|
—
|
|
|
Gain/(loss) on sale of assets held for sale/sold
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Income tax (recovery)/expense
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
Net of tax
|
1
|
All amounts in parentheses indicate expenses to the Consolidated statement of income.
|
2
|
These AOCI components are included in the computation of net benefit cost. Refer to Note 23, Employee post-retirement benefits for further information.
|
162
|
TransCanada
Consolidated financial statements
2017
|
|
year ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
(millions of Canadian $)
|
||||||||
|
|
|
|
|
|
|||
DB Plans
|
163
|
|
|
111
|
|
|
96
|
|
Other post-retirement benefit plans
|
7
|
|
|
8
|
|
|
6
|
|
Savings and DC Plans
|
42
|
|
|
52
|
|
|
41
|
|
|
212
|
|
|
171
|
|
|
143
|
|
|
TransCanada
Consolidated financial statements
2017
|
163
|
at December 31
|
Pension
Benefit Plans |
|
Other Post-Retirement
Benefit Plans |
||||||||
(millions of Canadian $)
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
||||
Change in Benefit Obligation
1
|
|
|
|
|
|
|
|
||||
Benefit obligation – beginning of year
|
3,456
|
|
|
2,780
|
|
|
372
|
|
|
225
|
|
Service cost
|
113
|
|
|
107
|
|
|
4
|
|
|
3
|
|
Interest cost
|
135
|
|
|
127
|
|
|
14
|
|
|
13
|
|
Employee contributions
|
5
|
|
|
4
|
|
|
3
|
|
|
2
|
|
Benefits paid
|
(166
|
)
|
|
(204
|
)
|
|
(19
|
)
|
|
(16
|
)
|
Actuarial loss/(gain)
|
253
|
|
|
111
|
|
|
19
|
|
|
(8
|
)
|
Acquisition of Columbia
|
—
|
|
|
527
|
|
|
—
|
|
|
151
|
|
Curtailment
|
(14
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
Settlement
|
(66
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
Foreign exchange rate changes
|
(70
|
)
|
|
2
|
|
|
(16
|
)
|
|
2
|
|
Benefit obligation – end of year
|
3,646
|
|
|
3,456
|
|
|
375
|
|
|
372
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||
Plan assets at fair value – beginning of year
|
3,208
|
|
|
2,591
|
|
|
354
|
|
|
45
|
|
Actual return on plan assets
|
358
|
|
|
227
|
|
|
45
|
|
|
14
|
|
Employer contributions
2
|
163
|
|
|
111
|
|
|
7
|
|
|
8
|
|
Employee contributions
|
5
|
|
|
4
|
|
|
3
|
|
|
2
|
|
Benefits paid
|
(166
|
)
|
|
(204
|
)
|
|
(19
|
)
|
|
(16
|
)
|
Acquisition of Columbia
|
—
|
|
|
475
|
|
|
—
|
|
|
294
|
|
Settlement
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign exchange rate changes
|
(60
|
)
|
|
4
|
|
|
(25
|
)
|
|
7
|
|
Plan assets at fair value – end of year
|
3,451
|
|
|
3,208
|
|
|
365
|
|
|
354
|
|
Funded Status – Plan Deficit
|
(195
|
)
|
|
(248
|
)
|
|
(10
|
)
|
|
(18
|
)
|
1
|
The benefit obligation for the Company’s pension benefit plans represents the projected benefit obligation. The benefit obligation for the Company’s other post-retirement benefit plans represents the accumulated post-retirement benefit obligation.
|
2
|
Excludes
$260 million
in letters of credit provided to the Canadian DB Plan for funding purposes (
2016
–
$233 million
).
|
at December 31
|
Pension
Benefit Plans |
|
Other Post-Retirement
Benefit Plans |
||||||||
(millions of Canadian $)
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
||||
Intangible and other assets (Note 12)
|
—
|
|
|
—
|
|
|
193
|
|
|
189
|
|
Accounts payable and other
|
(1
|
)
|
|
—
|
|
|
(8
|
)
|
|
(7
|
)
|
Other long-term liabilities (Note 15)
|
(194
|
)
|
|
(248
|
)
|
|
(195
|
)
|
|
(200
|
)
|
|
(195
|
)
|
|
(248
|
)
|
|
(10
|
)
|
|
(18
|
)
|
164
|
TransCanada
Consolidated financial statements
2017
|
|
at December 31
|
Pension
Benefit Plans |
|
Other Post-Retirement
Benefit Plans |
||||||||
(millions of Canadian $)
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
||||
Projected benefit obligation
1
|
(3,646
|
)
|
|
(3,456
|
)
|
|
(203
|
)
|
|
(207
|
)
|
Plan assets at fair value
|
3,451
|
|
|
3,208
|
|
|
—
|
|
|
—
|
|
Funded Status – Plan Deficit
|
(195
|
)
|
|
(248
|
)
|
|
(203
|
)
|
|
(207
|
)
|
1
|
The projected benefit obligation for the pension benefit plan differs from the accumulated benefit obligation in that it includes an assumption with respect to future compensation levels.
|
at December 31
|
2017
|
|
|
2016
|
|
(millions of Canadian $)
|
|||||
|
|
|
|
||
Accumulated benefit obligation
|
(3,372
|
)
|
|
(3,202
|
)
|
Plan assets at fair value
|
3,451
|
|
|
3,208
|
|
Funded Status – Plan Surplus
|
79
|
|
|
6
|
|
at December 31
|
2017
|
|
|
2016
|
|
(millions of Canadian $)
|
|||||
|
|
|
|
||
Accumulated benefit obligation
|
(944
|
)
|
|
(990
|
)
|
Plan assets at fair value
|
925
|
|
|
868
|
|
Funded Status – Plan Deficit
|
(19
|
)
|
|
(122
|
)
|
at December 31
|
|
|
Percentage of
Plan Assets |
||||||||
(millions of Canadian $)
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
||||
Debt securities
|
7
|
|
|
9
|
|
|
0.2
|
%
|
|
0.2
|
%
|
Equity securities
|
3
|
|
|
4
|
|
|
0.1
|
%
|
|
0.1
|
%
|
|
TransCanada
Consolidated financial statements
2017
|
165
|
at December 31
|
Quoted Prices in
Active Markets (Level I) |
|
Significant Other Observable Inputs
(Level II) |
|
Significant Unobservable Inputs
(Level III) |
|
Total
|
|
Percentage of
Total Portfolio |
||||||||||||||||||
(millions of Canadian $)
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Asset Category
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
44
|
|
|
22
|
|
|
17
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
34
|
|
|
2
|
|
1
|
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Canadian
|
410
|
|
|
388
|
|
|
151
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
561
|
|
|
531
|
|
|
15
|
|
15
|
U.S.
|
543
|
|
|
504
|
|
|
354
|
|
|
476
|
|
|
—
|
|
|
—
|
|
|
897
|
|
|
980
|
|
|
24
|
|
27
|
International
|
45
|
|
|
39
|
|
|
322
|
|
|
327
|
|
|
—
|
|
|
—
|
|
|
367
|
|
|
366
|
|
|
10
|
|
10
|
Global
|
—
|
|
|
—
|
|
|
301
|
|
|
235
|
|
|
—
|
|
|
—
|
|
|
301
|
|
|
235
|
|
|
8
|
|
7
|
Emerging
|
8
|
|
|
7
|
|
|
147
|
|
|
137
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|
144
|
|
|
4
|
|
4
|
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Canadian Bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
—
|
|
|
—
|
|
|
193
|
|
|
192
|
|
|
—
|
|
|
—
|
|
|
193
|
|
|
192
|
|
|
5
|
|
5
|
Provincial
|
—
|
|
|
—
|
|
|
194
|
|
|
179
|
|
|
—
|
|
|
—
|
|
|
194
|
|
|
179
|
|
|
5
|
|
5
|
Municipal
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|
—
|
|
—
|
Corporate
|
—
|
|
|
—
|
|
|
122
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
126
|
|
|
3
|
|
4
|
U.S. Bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
—
|
|
|
—
|
|
|
244
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
244
|
|
|
82
|
|
|
6
|
|
2
|
State
|
—
|
|
|
—
|
|
|
41
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
41
|
|
|
1
|
|
1
|
Municipal
|
—
|
|
|
—
|
|
|
4
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
39
|
|
|
—
|
|
1
|
Corporate
|
—
|
|
|
—
|
|
|
234
|
|
|
188
|
|
|
—
|
|
|
—
|
|
|
234
|
|
|
188
|
|
|
6
|
|
5
|
International:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Government
|
—
|
|
|
—
|
|
|
4
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
6
|
|
|
—
|
|
—
|
Corporate
|
—
|
|
|
—
|
|
|
5
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
21
|
|
|
—
|
|
1
|
Mortgage backed
|
—
|
|
|
—
|
|
|
73
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
62
|
|
|
2
|
|
2
|
Other Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|
133
|
|
|
140
|
|
|
133
|
|
|
4
|
|
4
|
Infrastructure
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
58
|
|
|
70
|
|
|
58
|
|
|
2
|
|
2
|
Private equity funds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
8
|
|
|
6
|
|
|
8
|
|
|
—
|
|
—
|
Funds held on deposit
|
136
|
|
|
129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|
129
|
|
|
3
|
|
4
|
|
1,186
|
|
|
1,089
|
|
|
2,414
|
|
|
2,274
|
|
|
216
|
|
|
199
|
|
|
3,816
|
|
|
3,562
|
|
|
100
|
|
100
|
166
|
TransCanada
Consolidated financial statements
2017
|
|
(millions of Canadian $)
|
Pension
Benefits
|
|
|
Other Post-
Retirement
Benefits
|
|
|
|
|
|
||
2018
|
181
|
|
|
19
|
|
2019
|
187
|
|
|
20
|
|
2020
|
190
|
|
|
20
|
|
2021
|
196
|
|
|
20
|
|
2022
|
200
|
|
|
20
|
|
2023 to 2027
|
1,054
|
|
|
98
|
|
|
Pension
Benefit Plans |
|
Other Post-Retirement
Benefit Plans |
||||||||
at December 31
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
3.60
|
%
|
|
4.00
|
%
|
|
3.70
|
%
|
|
4.15
|
%
|
Rate of compensation increase
|
3.00
|
%
|
|
1.20
|
%
|
|
—
|
|
|
—
|
|
|
TransCanada
Consolidated financial statements
2017
|
167
|
|
Pension
Benefit Plans |
|
Other Post-Retirement
Benefit Plans |
||||||||||||||
year ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.95
|
%
|
|
4.20
|
%
|
|
4.15
|
%
|
|
4.15
|
%
|
|
4.30
|
%
|
|
4.20
|
%
|
Expected long-term rate of return on plan assets
|
6.50
|
%
|
|
6.70
|
%
|
|
6.95
|
%
|
|
6.05
|
%
|
|
5.95
|
%
|
|
4.60
|
%
|
Rate of compensation increase
|
1.20
|
%
|
|
0.80
|
%
|
|
3.15
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
(millions of Canadian $)
|
Increase
|
|
|
Decrease
|
|
|
|
|
|
||
Effect on total of service and interest cost components
|
1
|
|
|
(1
|
)
|
Effect on post-retirement benefit obligation
|
15
|
|
|
(13
|
)
|
at December 31
|
Pension
Benefit Plans |
|
Other Post-Retirement
Benefit Plans |
||||||||||||||
(millions of Canadian $)
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost
|
108
|
|
|
107
|
|
|
108
|
|
|
4
|
|
|
3
|
|
|
3
|
|
Interest cost
|
122
|
|
|
127
|
|
|
115
|
|
|
14
|
|
|
13
|
|
|
10
|
|
Expected return on plan assets
|
(178
|
)
|
|
(175
|
)
|
|
(155
|
)
|
|
(21
|
)
|
|
(11
|
)
|
|
(2
|
)
|
Amortization of actuarial loss
|
14
|
|
|
20
|
|
|
35
|
|
|
1
|
|
|
2
|
|
|
3
|
|
Amortization of past service cost
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Amortization of regulatory asset
|
37
|
|
|
27
|
|
|
23
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Amortization of transitional obligation related to regulated business
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
Settlement charge – regulatory asset
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlement charge – AOCI
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net Benefit Cost Recognized
|
107
|
|
|
106
|
|
|
128
|
|
|
(1
|
)
|
|
10
|
|
|
18
|
|
168
|
TransCanada
Consolidated financial statements
2017
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
at December 31
|
Pension
Benefits
|
|
|
Other Post-
Retirement
Benefits
|
|
|
Pension
Benefits
|
|
|
Other Post-
Retirement
Benefits
|
|
|
Pension
Benefits
|
|
|
Other Post-
Retirement
Benefits
|
|
(millions of Canadian $)
|
|||||||||||||||||
Net loss
|
273
|
|
|
11
|
|
|
270
|
|
|
21
|
|
|
247
|
|
|
28
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
at December 31
|
Pension
Benefits
|
|
|
Other Post-
Retirement
Benefits
|
|
|
Pension
Benefits
|
|
|
Other Post-
Retirement
Benefits
|
|
|
Pension
Benefits
|
|
|
Other Post-
Retirement
Benefits
|
|
(millions of Canadian $)
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of net loss from AOCI to OCI
|
(18
|
)
|
|
(1
|
)
|
|
(20
|
)
|
|
(2
|
)
|
|
(34
|
)
|
|
(4
|
)
|
Amortization of prior service costs from AOCI to OCI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
Curtailment
|
(14
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlement
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Funded status adjustment
|
46
|
|
|
(7
|
)
|
|
43
|
|
|
(5
|
)
|
|
(67
|
)
|
|
(7
|
)
|
|
3
|
|
|
(10
|
)
|
|
23
|
|
|
(7
|
)
|
|
(103
|
)
|
|
(12
|
)
|
•
|
Forwards and futures contracts – agreements to purchase or sell a specific financial instrument or commodity at a specified price and date in the future
|
•
|
Swaps – agreements between two parties to exchange streams of payments over time according to specified terms
|
•
|
Options – agreements that convey the right, but not the obligation of the purchaser to buy or sell a specific amount of a financial instrument or commodity at a fixed price, either at a fixed date or at any time within a specified period.
|
|
TransCanada
Consolidated financial statements
2017
|
169
|
•
|
committing a portion of its expected power supply to fixed-price medium-term or long-term sales contracts, while reserving an amount of unsold supply to manage operational and price risks in its asset portfolio
|
•
|
purchasing a portion of the natural gas required to fuel certain of its power plants or entering into contracts that base the sale price of electricity on the cost of natural gas, effectively locking in a margin
|
•
|
meeting power sales commitments using power generation or fixed price purchase contracts, thereby reducing the Company's exposure to fluctuating commodity prices.
|
|
2017
|
|
2016
|
||||||||
at December 31
|
Fair
Value 1 |
|
|
Notional or
Principal Amount |
|
|
Fair
Value 1 |
|
|
Notional or
Principal Amount |
|
(millions of Canadian $, unless otherwise noted)
|
|||||||||||
|
|
|
|
|
|
|
|
||||
U.S. dollar cross-currency interest rate swaps (maturing 2018 to 2019)
2
|
(199
|
)
|
|
US 1,200
|
|
(425
|
)
|
|
US 2,350
|
||
U.S. dollar foreign exchange options (maturing 2018)
|
5
|
|
|
US 500
|
|
—
|
|
|
—
|
|
|
U.S. dollar foreign exchange forward contracts
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
US 150
|
|
|
(194
|
)
|
|
US 1,700
|
|
(432
|
)
|
|
US 2,500
|
1
|
Fair value equals carrying value.
|
2
|
In
2017
, Net income includes net realized
gains
of
$4 million
(
2016
–
gains
of
$6 million
) related to the interest component of cross-currency swap settlements which are reported within Interest expense.
|
170
|
TransCanada
Consolidated financial statements
2017
|
|
at December 31
|
|
2017
|
|
2016
|
(millions of Canadian $, unless otherwise noted)
|
|
|||
|
|
|
|
|
Notional amount
|
|
25,400 (US 20,200)
|
|
26,600 (US 19,800)
|
Fair value
|
|
28,900 (US 23,100)
|
|
29,400 (US 21,900)
|
•
|
dealing with creditworthy counterparties – a significant amount of the Company’s credit exposure is with investment grade counterparties or, if not, is generally partially supported by financial assurances from investment grade parties
|
•
|
setting limits on the amount TransCanada can transact with any one counterparty – the Company monitors and manages the concentration of risk exposure with any one counterparty, and reduces the exposure when necessary and when it is allowed under the terms of the contracts
|
•
|
using contract netting arrangements and obtaining financial assurances such as guarantees, letters of credit or cash when deemed necessary.
|
|
TransCanada
Consolidated financial statements
2017
|
171
|
|
2017
|
|
2016
|
||||||||
at December 31
|
Carrying
Amount |
|
|
Fair
Value |
|
|
Carrying
Amount |
|
|
Fair
Value |
|
(millions of Canadian $)
|
|||||||||||
|
|
|
|
|
|
|
|
||||
Long-term debt, including current portion
1,2
(Note 17)
|
(34,741
|
)
|
|
(40,180
|
)
|
|
(40,150
|
)
|
|
(45,047
|
)
|
Junior subordinated notes (Note 18)
|
(7,007
|
)
|
|
(7,233
|
)
|
|
(3,931
|
)
|
|
(3,825
|
)
|
|
(41,748
|
)
|
|
(47,413
|
)
|
|
(44,081
|
)
|
|
(48,872
|
)
|
1
|
Long-term debt is recorded at amortized cost, except for
US$1.1 billion
(
2016
–
US$850 million
) that is attributed to hedged risk and recorded at fair value.
|
2
|
Net income in
2017
included unrealized gains of
$4 million
(
2016
– gains of
$2 million
) for fair value adjustments attributable to the hedged interest rate risk associated with interest rate swap fair value hedging relationships on
US$1.1 billion
of long-term debt
at December 31, 2017
(
2016
–
US$850 million
). There were no other unrealized gains or losses from fair value adjustments to the non-derivative financial instruments.
|
|
2017
|
|
2016
|
||||||||
|
LMCI Restricted Investments
|
|
|
Other Restricted Investments
2
|
|
|
LMCI Restricted Investments
|
|
|
Other Restricted Investments
2
|
|
(millions of Canadian $)
|
|||||||||||
|
|
|
|
|
|
|
|
||||
Fair value
1
|
|
|
|
|
|
|
|
||||
Fixed income securities (maturing within 1 year)
|
—
|
|
|
23
|
|
|
—
|
|
|
19
|
|
Fixed income securities (maturing within 1-5 years)
|
—
|
|
|
107
|
|
|
—
|
|
|
117
|
|
Fixed income securities (maturing within 5-10 years)
|
14
|
|
|
—
|
|
|
9
|
|
|
—
|
|
Fixed income securities (maturing after 10 years)
|
790
|
|
|
—
|
|
|
513
|
|
|
—
|
|
|
804
|
|
|
130
|
|
|
522
|
|
|
136
|
|
1
|
Available for sale assets are recorded at fair value and included in Other current assets and Restricted investments on the Company's Consolidated balance sheet.
|
2
|
Other restricted investments have been set aside to fund insurance claim losses to be paid by the Company's wholly-owned captive insurance subsidiary.
|
|
2017
|
|
2016
|
||||||||
(millions of Canadian $)
|
LMCI restricted investments
1
|
|
|
Other restricted investments
2
|
|
|
LMCI restricted investments
1
|
|
|
Other restricted investments
2
|
|
|
|
|
|
|
|
|
|
||||
Net unrealized (losses)/gains in the year ended December 31
|
(3
|
)
|
|
1
|
|
|
(28
|
)
|
|
(1
|
)
|
Net realized (losses)/gains in the year ended December 31
3
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
1
|
Gains and losses arising from changes in the fair value of LMCI restricted investments impact the subsequent amounts to be collected through tolls to cover future pipeline abandonment costs. As a result, the Company records these gains and losses as regulatory assets or liabilities.
|
2
|
Unrealized gains and losses on other restricted investments are included in OCI.
|
3
|
The realized gains or losses on the sale of LMCI restricted investment securities are determined using the average cost basis.
|
172
|
TransCanada
Consolidated financial statements
2017
|
|
at December 31, 2017
|
Cash Flow Hedges
|
|
|
Fair Value Hedges
|
|
|
Net Investment Hedges
|
|
|
Held for Trading
|
|
|
Total Fair Value of Derivative Instruments
1
|
|
(millions of Canadian $)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||
Other current assets (Note 7)
|
|
|
|
|
|
|
|
|
|
|||||
Commodities
2
|
1
|
|
|
—
|
|
|
—
|
|
|
249
|
|
|
250
|
|
Foreign exchange
|
—
|
|
|
—
|
|
|
8
|
|
|
70
|
|
|
78
|
|
Interest rate
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
8
|
|
|
320
|
|
|
332
|
|
Intangible and other assets (Note 12)
|
|
|
|
|
|
|
|
|
|
|||||
Commodities
2
|
—
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
69
|
|
Interest rate
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
73
|
|
Total Derivative Assets
|
8
|
|
|
—
|
|
|
8
|
|
|
389
|
|
|
405
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable and other (Note 14)
|
|
|
|
|
|
|
|
|
|
|||||
Commodities
2
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(208
|
)
|
|
(214
|
)
|
Foreign exchange
|
—
|
|
|
—
|
|
|
(159
|
)
|
|
(10
|
)
|
|
(169
|
)
|
Interest rate
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(6
|
)
|
|
(4
|
)
|
|
(159
|
)
|
|
(218
|
)
|
|
(387
|
)
|
Other long-term liabilities (Note 15)
|
|
|
|
|
|
|
|
|
|
|||||
Commodities
2
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(28
|
)
|
Foreign exchange
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
(43
|
)
|
Interest rate
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(43
|
)
|
|
(26
|
)
|
|
(72
|
)
|
Total Derivative Liabilities
|
(8
|
)
|
|
(5
|
)
|
|
(202
|
)
|
|
(244
|
)
|
|
(459
|
)
|
Total Derivatives
|
—
|
|
|
(5
|
)
|
|
(194
|
)
|
|
145
|
|
|
(54
|
)
|
1
|
Fair value equals carrying value.
|
2
|
Includes purchases and sales of power, natural gas and liquids.
|
|
TransCanada
Consolidated financial statements
2017
|
173
|
at December 31, 2016
|
Cash Flow Hedges
|
|
|
Fair Value Hedges
|
|
|
Net Investment Hedges
|
|
|
Held for Trading
|
|
|
Total Fair Value of Derivative Instruments
1
|
|
(millions of Canadian $)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||
Other current assets (Note 7)
|
|
|
|
|
|
|
|
|
|
|||||
Commodities
2
|
6
|
|
|
—
|
|
|
—
|
|
|
351
|
|
|
357
|
|
Foreign exchange
|
—
|
|
|
—
|
|
|
6
|
|
|
10
|
|
|
16
|
|
Interest rate
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
7
|
|
|
1
|
|
|
6
|
|
|
362
|
|
|
376
|
|
Intangible and other assets (Note 12)
|
|
|
|
|
|
|
|
|
|
|||||
Commodities
2
|
4
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
122
|
|
Foreign exchange
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
Interest rate
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
10
|
|
|
118
|
|
|
133
|
|
Total Derivative Assets
|
12
|
|
|
1
|
|
|
16
|
|
|
480
|
|
|
509
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable and other (Note 14)
|
|
|
|
|
|
|
|
|
|
|||||
Commodities
2
|
—
|
|
|
—
|
|
|
—
|
|
|
(330
|
)
|
|
(330
|
)
|
Foreign exchange
|
—
|
|
|
—
|
|
|
(237
|
)
|
|
(38
|
)
|
|
(275
|
)
|
Interest rate
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(237
|
)
|
|
(368
|
)
|
|
(607
|
)
|
Other long-term liabilities (Note 15)
|
|
|
|
|
|
|
|
|
|
|||||
Commodities
2
|
—
|
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
|
(118
|
)
|
Foreign exchange
|
—
|
|
|
—
|
|
|
(211
|
)
|
|
—
|
|
|
(211
|
)
|
Interest rate
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(211
|
)
|
|
(118
|
)
|
|
(330
|
)
|
Total Derivative Liabilities
|
(1
|
)
|
|
(2
|
)
|
|
(448
|
)
|
|
(486
|
)
|
|
(937
|
)
|
Total Derivatives
|
11
|
|
|
(1
|
)
|
|
(432
|
)
|
|
(6
|
)
|
|
(428
|
)
|
1
|
Fair value equals carrying value.
|
2
|
Includes purchases and sales of power, natural gas and liquids.
|
at December 31, 2017
|
Power
|
|
|
Natural Gas
|
|
|
Liquids
|
|
|
Foreign Exchange
|
|
|
Interest Rate
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchases
1
|
66,132
|
|
|
133
|
|
|
6
|
|
|
—
|
|
|
—
|
|
Sales
1
|
42,836
|
|
|
135
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Millions of U.S. dollars
|
—
|
|
|
—
|
|
|
—
|
|
|
US 2,931
|
|
US 2,300
|
||
Millions of Mexican pesos
|
—
|
|
|
—
|
|
|
—
|
|
|
MXN 100
|
|
—
|
|
|
Maturity dates
|
2018-2022
|
|
|
2018-2021
|
|
|
2018
|
|
|
2018
|
|
|
2018-2022
|
|
1
|
Volumes for power, natural gas and liquids derivatives are in GWh, Bcf and MMBbls respectively.
|
174
|
TransCanada
Consolidated financial statements
2017
|
|
at December 31, 2016
|
Power
|
|
|
Natural Gas
|
|
|
Liquids
|
|
|
Foreign Exchange
|
|
|
Interest Rate
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchases
1
|
86,887
|
|
|
182
|
|
|
6
|
|
|
—
|
|
|
—
|
|
Sales
1
|
58,561
|
|
|
147
|
|
|
6
|
|
|
—
|
|
|
—
|
|
Millions of U.S. dollars
|
—
|
|
|
—
|
|
|
—
|
|
|
US 2,394
|
|
US 1,550
|
||
Maturity dates
|
2017-2021
|
|
|
2017-2020
|
|
|
2017
|
|
|
2017
|
|
|
2017-2019
|
|
1
|
Volumes for power, natural gas and liquids derivatives are in GWh, Bcf and MMBbls respectively
.
|
year ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
(millions of Canadian $)
|
||||||||
|
|
|
|
|
|
|||
Derivative instruments held for trading
1
|
|
|
|
|
|
|||
Amount of unrealized gains/(losses) in the year
|
|
|
|
|
|
|||
Commodities
2
|
62
|
|
|
123
|
|
|
(37
|
)
|
Foreign exchange
|
88
|
|
|
25
|
|
|
(21
|
)
|
Interest rate
|
(1
|
)
|
|
—
|
|
|
—
|
|
Amount of realized (losses)/gains in the year
|
|
|
|
|
|
|||
Commodities
|
(107
|
)
|
|
(204
|
)
|
|
(151
|
)
|
Foreign exchange
|
18
|
|
|
62
|
|
|
(112
|
)
|
Interest rate
|
1
|
|
|
—
|
|
|
—
|
|
Derivative instruments in hedging relationships
|
|
|
|
|
|
|||
Amount of realized gains/(losses) in the year
|
|
|
|
|
|
|||
Commodities
|
23
|
|
|
(167
|
)
|
|
(179
|
)
|
Foreign exchange
|
5
|
|
|
(101
|
)
|
|
—
|
|
Interest rate
|
1
|
|
|
4
|
|
|
8
|
|
1
|
Realized and unrealized gains and losses on held for trading derivative instruments used to purchase and sell commodities are included net in Revenues. Realized and unrealized gains and losses on interest rate and foreign exchange derivative instruments held for trading are included net in Interest expense and Interest income and other, respectively.
|
2
|
In
2017
, there were
no
gains or losses included in Net Income relating to discontinued cash flow hedges where it was probable that the anticipated transaction would not occur (
2016
– net loss of
$42 million
).
|
year ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
(millions of Canadian $, pre-tax)
|
|
|||||||
|
|
|
|
|
|
|||
Change in fair value of derivative instruments recognized in OCI (effective portion)
1
|
|
|
|
|
|
|||
Commodities
|
(1
|
)
|
|
39
|
|
|
(92
|
)
|
Interest rate
|
4
|
|
|
5
|
|
|
—
|
|
|
3
|
|
|
44
|
|
|
(92
|
)
|
Reclassification of (losses)/gains on derivative instruments from AOCI to Net income (effective portion)
1
|
|
|
|
|
||||
Commodities
2
|
(20
|
)
|
|
57
|
|
|
128
|
|
Interest rate
3
|
17
|
|
|
14
|
|
|
16
|
|
|
(3
|
)
|
|
71
|
|
|
144
|
|
1
|
No
amounts have been excluded from the assessment of hedge effectiveness. In
2017
and
2016
, there were no gains or losses included in Net Income related to ineffective portions. Amounts in parentheses indicate losses recorded to OCI and AOCI.
|
2
|
Reported within Revenues on the Consolidated statement of income.
|
3
|
Reported within Interest expense on the Consolidated statement of income.
|
|
TransCanada
Consolidated financial statements
2017
|
175
|
at December 31, 2017
|
Gross Derivative Instruments Presented on the Balance Sheet
|
|
|
Amounts Available for Offset
1
|
|
|
Net Amounts
|
|
(millions of Canadian $)
|
||||||||
|
|
|
|
|
|
|||
Derivative – Asset
|
|
|
|
|
|
|||
Commodities
|
319
|
|
|
(198
|
)
|
|
121
|
|
Foreign exchange
|
78
|
|
|
(56
|
)
|
|
22
|
|
Interest rate
|
8
|
|
|
(1
|
)
|
|
7
|
|
|
405
|
|
|
(255
|
)
|
|
150
|
|
Derivative – Liability
|
|
|
|
|
|
|||
Commodities
|
(242
|
)
|
|
198
|
|
|
(44
|
)
|
Foreign exchange
|
(212
|
)
|
|
56
|
|
|
(156
|
)
|
Interest rate
|
(5
|
)
|
|
1
|
|
|
(4
|
)
|
|
(459
|
)
|
|
255
|
|
|
(204
|
)
|
1
|
Amounts available for offset do not include cash collateral pledged or received.
|
at December 31, 2016
|
Gross Derivative Instruments Presented on the Balance Sheet
|
|
|
Amounts Available for Offset
1
|
|
|
Net Amounts
|
|
(millions of Canadian $)
|
||||||||
|
|
|
|
|
|
|||
Derivative – Asset
|
|
|
|
|
|
|||
Commodities
|
479
|
|
|
(362
|
)
|
|
117
|
|
Foreign exchange
|
26
|
|
|
(26
|
)
|
|
—
|
|
Interest rate
|
4
|
|
|
(1
|
)
|
|
3
|
|
|
509
|
|
|
(389
|
)
|
|
120
|
|
Derivative – Liability
|
|
|
|
|
|
|||
Commodities
|
(448
|
)
|
|
362
|
|
|
(86
|
)
|
Foreign exchange
|
(486
|
)
|
|
26
|
|
|
(460
|
)
|
Interest rate
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
|
(937
|
)
|
|
389
|
|
|
(548
|
)
|
1
|
Amounts available for offset do not include cash collateral pledged or received.
|
176
|
TransCanada
Consolidated financial statements
2017
|
|
|
TransCanada
Consolidated financial statements
2017
|
177
|
at December 31, 2017
|
Quoted Prices in Active Markets
(Level I) 1 |
|
|
Significant Other Observable Inputs (Level II)
1
|
|
|
Significant Unobservable Inputs
(Level III) 1 |
|
|
Total
|
|
(millions of Canadian $)
|
|||||||||||
|
|
|
|
|
|
|
|
||||
Derivative Instrument Assets:
|
|
|
|
|
|
|
|
||||
Commodities
|
21
|
|
|
283
|
|
|
15
|
|
|
319
|
|
Foreign exchange
|
—
|
|
|
78
|
|
|
—
|
|
|
78
|
|
Interest rate
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
Derivative Instrument Liabilities:
|
|
|
|
|
|
|
|
||||
Commodities
|
(27
|
)
|
|
(193
|
)
|
|
(22
|
)
|
|
(242
|
)
|
Foreign exchange
|
—
|
|
|
(212
|
)
|
|
—
|
|
|
(212
|
)
|
Interest rate
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
(6
|
)
|
|
(41
|
)
|
|
(7
|
)
|
|
(54
|
)
|
1
|
There were no transfers from Level I to Level II or from Level II to Level III for the
year ended December 31, 2017
.
|
at December 31, 2016
|
Quoted Prices in Active Markets
(Level I) 1 |
|
|
Significant Other Observable Inputs (Level II)
1
|
|
|
Significant Unobservable Inputs
(Level III) 1 |
|
|
Total
|
|
(millions of Canadian $)
|
|||||||||||
|
|
|
|
|
|
|
|
||||
Derivative Instrument Assets:
|
|
|
|
|
|
|
|
||||
Commodities
|
134
|
|
|
326
|
|
|
19
|
|
|
479
|
|
Foreign exchange
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
Interest rate
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Derivative Instrument Liabilities:
|
|
|
|
|
|
|
|
||||
Commodities
|
(102
|
)
|
|
(343
|
)
|
|
(3
|
)
|
|
(448
|
)
|
Foreign exchange
|
—
|
|
|
(486
|
)
|
|
—
|
|
|
(486
|
)
|
Interest rate
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
32
|
|
|
(476
|
)
|
|
16
|
|
|
(428
|
)
|
1
|
There were no transfers from Level I to Level II or from Level II to Level III for the
year ended December 31, 2016
.
|
(millions of Canadian $, pre-tax)
|
2017
|
|
|
2016
|
|
|
|
|
|
||
Balance at beginning of year
|
16
|
|
|
9
|
|
Transfers out of Level III
|
(19
|
)
|
|
(1
|
)
|
Total (losses)/gains included in Net income
|
(17
|
)
|
|
13
|
|
Sales
|
(5
|
)
|
|
(3
|
)
|
Settlements
|
18
|
|
|
(2
|
)
|
Balance at end of year
1
|
(7
|
)
|
|
16
|
|
1
|
Revenues include unrealized
losses
attributed to derivatives in the Level III category that were still held at
December 31, 2017
of
$7 million
(
2016
—
gains
of
$7 million
).
|
178
|
TransCanada
Consolidated financial statements
2017
|
|
year ended December 31
|
2017
|
|
|
2016
|
|
|
2015
|
|
(millions of Canadian $)
|
||||||||
|
|
|
|
|
|
|||
Increase in Accounts receivable
|
(576
|
)
|
|
(482
|
)
|
|
(65
|
)
|
Increase in Inventories
|
(38
|
)
|
|
(87
|
)
|
|
(3
|
)
|
Decrease/(increase) in Assets held for sale
|
14
|
|
|
(13
|
)
|
|
—
|
|
Decrease/(increase) in Other current assets
|
189
|
|
|
328
|
|
|
(272
|
)
|
Increase/(decrease) in Accounts payable and other
|
151
|
|
|
424
|
|
|
(97
|
)
|
Increase in Accrued interest
|
12
|
|
|
62
|
|
|
91
|
|
(Decrease)/increase in Liabilities related to assets held for sale
|
(25
|
)
|
|
16
|
|
|
—
|
|
(Increase)/decrease in Operating Working Capital
|
(273
|
)
|
|
248
|
|
|
(346
|
)
|
|
TransCanada
Consolidated financial statements
2017
|
179
|
year ended December 31
|
Minimum
Lease Payments |
|
|
Amounts
Recoverable under Subleases |
|
|
Net
Payments |
|
(millions of Canadian $)
|
||||||||
|
|
|
|
|
|
|||
2018
|
75
|
|
|
4
|
|
|
71
|
|
2019
|
76
|
|
|
2
|
|
|
74
|
|
2020
|
73
|
|
|
2
|
|
|
71
|
|
2021
|
71
|
|
|
1
|
|
|
70
|
|
2022
|
63
|
|
|
—
|
|
|
63
|
|
2023 and thereafter
|
443
|
|
|
2
|
|
|
441
|
|
|
801
|
|
|
11
|
|
|
790
|
|
180
|
TransCanada
Consolidated financial statements
2017
|
|
|
TransCanada
Consolidated financial statements
2017
|
181
|
|
|
|
2017
|
|
2016
|
||||||||
year ended December 31
|
Term
|
|
Potential Exposure
1
|
|
|
Carrying Value
|
|
|
Potential Exposure
1
|
|
|
Carrying Value
|
|
(millions of Canadian $)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
||||
Sur de Texas
|
ranging to 2020
|
|
315
|
|
|
2
|
|
|
805
|
|
|
53
|
|
Bruce Power
|
ranging to 2018
|
|
88
|
|
|
1
|
|
|
88
|
|
|
1
|
|
Other jointly owned entities
|
ranging to 2059
|
|
104
|
|
|
13
|
|
|
87
|
|
|
28
|
|
|
|
|
507
|
|
|
16
|
|
|
980
|
|
|
82
|
|
1
|
TransCanada's share of the potential estimated current or contingent exposure.
|
(millions of Canadian $)
|
|
Employee Severance
|
|
|
Lease Commitments
|
|
|
Total
|
|
|
|
|
|
|
|
|
|||
Restructuring liability as at December 31, 2015
|
|
60
|
|
|
27
|
|
|
87
|
|
Restructuring charges
|
|
—
|
|
|
44
|
|
|
44
|
|
Cash payments
|
|
(24
|
)
|
|
(8
|
)
|
|
(32
|
)
|
Restructuring liability as at December 31, 2016
|
|
36
|
|
|
63
|
|
|
99
|
|
Restructuring charges
|
|
—
|
|
|
6
|
|
|
6
|
|
Cash payments
|
|
(27
|
)
|
|
(16
|
)
|
|
(43
|
)
|
Restructuring Liability as at December 31, 2017
|
|
9
|
|
|
53
|
|
|
62
|
|
182
|
TransCanada
Consolidated financial statements
2017
|
|
at December 31
|
|
|
|
|
|||
(millions of Canadian $)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|||
ASSETS
|
|
|
|
|
|||
Current Assets
|
|
|
|
|
|||
Cash and cash equivalents
|
|
41
|
|
|
77
|
|
|
Accounts receivable
|
|
63
|
|
|
71
|
|
|
Inventories
|
|
23
|
|
|
25
|
|
|
Other
|
|
11
|
|
|
10
|
|
|
|
|
138
|
|
|
183
|
|
|
Plant, Property and Equipment
|
|
3,535
|
|
|
3,685
|
|
|
Equity Investments
|
|
917
|
|
|
606
|
|
|
Goodwill
|
|
490
|
|
|
525
|
|
|
Intangible and Other Assets
|
|
3
|
|
|
1
|
|
|
|
|
5,083
|
|
|
5,000
|
|
|
LIABILITIES
|
|
|
|
|
|||
Current Liabilities
|
|
|
|
|
|||
Accounts payable and other
|
|
137
|
|
|
80
|
|
|
Dividends payable
|
|
1
|
|
|
—
|
|
|
Accrued interest
|
|
23
|
|
|
21
|
|
|
Current portion of long-term debt
|
|
88
|
|
|
76
|
|
|
|
|
249
|
|
|
177
|
|
|
Regulatory Liabilities
|
|
34
|
|
|
34
|
|
|
Other Long-Term Liabilities
|
|
3
|
|
|
4
|
|
|
Deferred Income Tax Liabilities
|
|
13
|
|
|
7
|
|
|
Long-Term Debt
|
|
3,244
|
|
|
2,827
|
|
|
|
|
3,543
|
|
|
3,049
|
|
|
TransCanada
Consolidated financial statements
2017
|
183
|
at December 31
|
|
|
|
|
|||
(millions of Canadian $)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|||
Balance sheet
|
|
|
|
|
|||
Equity investments
|
|
4,372
|
|
|
4,964
|
|
|
Off-balance sheet
|
|
|
|
|
|||
Potential exposure to guarantees
|
|
171
|
|
|
163
|
|
|
Maximum exposure to loss
|
|
4,543
|
|
|
5,127
|
|
184
|
TransCanada
Consolidated financial statements
2017
|
|
1.
|
I have reviewed this annual report on Form 40-F 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 period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting.
|
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.
|
|
/s/ RUSSELL K. GIRLING
|
|
Russell K. Girling
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 40-F 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 period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting.
|
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.
|
|
/s/ DONALD R. MARCHAND
|
|
Donald R. Marchand
Executive Vice-President and
Chief Financial Officer
|
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
|
|
February 15, 2018
|
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
|
|
February 15, 2018
|
•
|
We report all health, safety and environment related hazards, potential hazards, incidents, near hits, and unsafe acts.
|
•
|
We comply with the applicable legal requirements and corporate policies that impact us in our daily work.
|
•
|
We follow the principles set out in COBE.
|
•
|
We report, through appropriate internal channels, any instances of actual or potential non-compliance with legal requirements or with COBE that we become aware of.
|
•
|
We do not retaliate against anyone for the good-faith reporting of an incident or issue.
|
•
|
We support others in making the right choices and doing the right thing.
|
•
|
Work safely
|
•
|
Act with integrity
|
•
|
Act responsibly
|
•
|
Collaborate
|
•
|
Audit Committee of Board of Directors
|
•
|
Chief Compliance Officer
|
•
|
Compliance Committee
|
•
|
Compliance Coordinators
|
•
|
Corporate Compliance Department
|
•
|
Human Resources and Harassment Investigation Coordinator
|
•
|
Internal Audit
|
•
|
Inspire your Personnel to act ethically by setting an ethical tone within your team.
|
•
|
Reinforce the importance of making the right choices and doing the right thing relative to other corporate objectives (for example, profits and cost management).
|
•
|
Set an example by modeling exemplary ethical business conduct.
|
•
|
Create a safe environment in which individuals are encouraged to speak up if they are aware of or suspect a legal or ethical violation through both your words and your actions.
|
•
|
Accept reports of violations that individuals may bring to you, and understand your obligation to report these issues, as appropriate, to your Compliance Coordinator, the Corporate Compliance Department, Internal Audit, the Harassment Investigation Coordinator, Privacy Officer, or the Ethics Help Line
.
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Ensure that your direct reports understand and act in accordance with all legal and ethical requirements that impact them in their jobs, that they know how to report actual or potential non-compliance with the law or COBE or to ask questions regarding ethical or legal matters, and that they complete all required ethics and compliance-related training.
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Assist and support individuals who are unsure how to make the right choices and do the right thing.
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Work with Human Resources, your Compliance Coordinator, the Corporate Compliance Department and Internal Audit to ensure violations of legal requirements or COBE by your direct reports are addressed appropriately (including discipline as appropriate).
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Work with your Compliance Coordinator and the Corporate Compliance Department to reward individuals who have demonstrated exceptional positive ethical behaviour or actions that reduce the risk of legal violations.
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Your leader
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Your Human Resources Consultant
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Your Compliance Coordinator
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Corporate Compliance Department
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Internal Audit
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Law Department
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Privacy Officer
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Harassment Investigation Coordinator
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•
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Safety Personnel
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TransCanada’s EHSM Incident Management System
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Mexico
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001.800.840.7907
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QUESTION:
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I suspect one of my colleagues has violated part of COBE, but I’m not sure my suspicions are correct. I’m concerned I’ll be labeled a tattle-tale (or worse) if I report it. What should I do?
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ANSWER:
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If you suspect misconduct, you should report it so it can be investigated. If it turns out not to be an issue, there will be no harm done. Violations of the law or COBE that are not reported, however, cannot be addressed, and that can seriously undermine the Company. If that happens, we all suffer. If you report the issue, your confidentiality and identity will also be protected and if any retaliation is found to occur, it will be taken very seriously.
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We will work towards an incident free workplace because we believe that
Zero is Real
.
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We will learn the nine
Life Saving Rules
and follow the, always.
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We will
SHARE our observations
of safe and unsafe acts with our colleagues whether they occur at work, home or play.
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1.
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Drive safely and without distraction
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2.
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Use the appropriate Personal Protective Equipment
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3.
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Conduct a pre Job Safety Analysis (JSA)
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4.
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Work with a valid work permit when required
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5.
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Obtain authorization before entering a confined space
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6.
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Verify isolation before work begins
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7.
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Protect ourselves against a fall when working at heights
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8.
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Follow prescribed lift plans and techniques
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9.
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Control excavations and ground disturbances
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•
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Environment
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•
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Health & Industrial Hygiene
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•
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Safety
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QUESTION:
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I’m working on a big project and it’s very important to the Company that it be completed on-time and on-budget. I’m concerned that I might be injured if I rush my work, but I’m feeling a lot of pressure to do so. What should I do?
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ANSWER:
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You should never compromise your or anyone else’s safety. If someone is pressuring you to do so, you should report the issue.
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Fix prices
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Decrease capacity or volume available to customers
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•
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Allocate customers or markets among competitors
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•
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Boycott certain customers or suppliers
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QUESTION:
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While at a trade association meeting recently, a few competitors I was sitting with at dinner started talking about their pricing. I knew it wasn’t appropriate, so I didn’t say anything. Did I do the right thing?
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ANSWER:
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While you were right not to participate in the discussion, when in such a situation, it’s a good idea to take the further step of making clear to everyone that the discussion is inappropriate and that you will not participate. If the inappropriate discussion continues, you should physically remove yourself from the situation. You should also document what happened and report the matter. This will help to protect you and TransCanada in case anyone ever points to the fact that you were part of a group in which an inappropriate discussion took place.
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We should never give, offer, promise, or approve a gift/entertainment/benefit that could violate anti-bribery/anti-corruption legislation. Gifts/entertainment/benefits given to government officials and employees of government or government-owned entities are particularly sensitive. For more information on the provision of gifts to government officials, please refer to Gifts, Meals, Entertainment and Travel for Government Officials Standard
.
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We should never give a gift/entertainment/benefit in exchange for a business advantage (including entering into a contract or other business relationship, obtaining or giving more favourable business terms, or obtaining consent or approval), or where giving the gift/entertainment/benefit could even create the appearance that it might be for such purpose.
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We should never give cash, cash equivalents, shares, or other securities.
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We should never give a gift/entertainment/benefit that could be considered offensive or in poor taste, or that could damage TransCanada’s reputation.
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QUESTION:
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I am very politically active. Is that allowed?
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ANSWER:
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TransCanada encourages you to participate in the political process as an individual, in accordance with your own political views and the laws and regulations governing this activity. In doing so, however, you may not use TransCanada’s name, nor indicate that you represent TransCanada, unless you have been authorized to do so.
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Media/Charitable Organizations
/Elected Officials
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u
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Government Relations, Communications and Community Relations
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Investors/
Lenders/
Analysts
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u
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Investor Relations and Corporate Communications
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Regulatory Agencies
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u
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Law Department
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Employment Related
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u
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Human Resources
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QUESTION:
|
I’m not a lawyer. How can I be expected to know all of the laws that might apply to my job or even be able to understand them?
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ANSWER:
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While you are not expected to know all of the ins and outs of every law, you do need to have a basic understanding of the different areas of law that impact you in your job, so that you can spot potential issues and seek help from an expert. Your leaders and the ethics and compliance organization (particularly your Compliance Coordinator, the Corporate Compliance Department and the Law Department) are also available to help you if you have questions about your legal obligations and are available to provide training on legal requirements that may be applicable to your team.
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Regulated transmission providers may not give undue preference to any customer, whether it is an affiliated TransCanada entity or not - all customers must be treated equally.
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Regulated Personnel must function independently of non-regulated Personnel (e.g. they cannot perform the same jobs or report to the same leaders).
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Regulated and shared Personnel must not share, or act as a conduit for the sharing of regulated information* with non-regulated Personnel.
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Any violations of the Inter-Affiliate Codes/Standards of Conduct must be reported to the Corporate Compliance Department, since TransCanada is legally required to either publicly post such information on its web site or report it to our regulators.
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Non-regulated entities must pay their fair share of any costs incurred by our regulated transmission providers, so as not to burden our transmission customers with costs our non-regulated entities benefit from.
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Invitations to events and trips, including but not limited to sporting events, golf rounds, skiing or fishing trips, and other special events should not be accepted, except as provided for below. Attendance at such events may provide an opportunity to network with suppliers, but could be mistaken as a sign of a preferential relationship.
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Invitations to events which may be considered lavish in nature should not be accepted.
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Frequency of attendance at events with the same supplier should be carefully considered and discussed with your leader prior to attendance to avoid the perception of any preferential treatment.
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Occasional promotional gifts (such as pens, coffee mugs, calendars) may be accepted as a customary business courtesy, provided that the frequency of gift must not exceed 4 times per calendar year and a value of $50 per gift or total more than $100 in aggregate for the calendar year.
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Invitations to industry events such as conferences and conventions have not changed and continue to require leader approval.
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Owning, controlling or directing a material financial interest (greater than one per cent) in a competitor, or in a vendor, supplier, customer or other business which does or seeks to do business with TransCanada
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•
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Being involved in a business that competes with TransCanada or that does or seeks to do business with TransCanada
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•
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Outside business activities that interfere with your day-to-day responsibilities at TransCanada. Unless specifically approved by your leader, you are expected to spend your full time and attention performing your job during your hours of work
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•
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An outside business activity that requires you to violate your confidentiality or other obligations to TransCanada
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•
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An outside business activity that would be detrimental to TransCanada’s reputation
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•
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Any outside directorship including a charitable or non-profit organization, sporting organization, or school board, if that activity is detrimental to TransCanada
|
QUESTION:
|
I want to hire someone who I know has a family member already working for TransCanada. Is that allowed?
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ANSWER:
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Yes, it is acceptable to hire a person (Employees and CWCs) that has a family member already working for TransCanada provided the new hire is not in a Direct or Indirect Reporting relationship with their family member. The onus is on all Personnel to notify Corporate Compliance when they become aware of a Family or Other Significant Personal Relationship where there is a Direct or Indirect Reporting relationship within the Company.
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QUESTION:
|
I own units of a mutual fund that invests in shares of one of our suppliers. Is that a problem?
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ANSWER:
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If your investment in the supplier is through a mutual fund, it is unlikely that you would own more than one per cent of the stock of the supplier. Because of the indirect nature of the investment, it is also less of a concern than if you owned the shares directly. Your ownership of mutual fund units is not a problem.
|
QUESTION:
|
I have been invited by a supplier to attend the rodeo at the Calgary Stampede. Can I accept the invitation and attend the event?
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ANSWER:
|
All TransCanada Personnel must ensure they are acting in a manner which is fair and impartial to our supplier community and which does not create a real or perceived conflict of interest with those with whom we do business. As such, attendance at this event would only be acceptable if the supplier had invited customers from other companies as well. Prior written approval must be received from your Vice-President to ensure that the number of TransCanada Personnel and other customers at the event is appropriate.
|
QUESTION:
|
I have been invited to a movie event by a company that is a supplier to TransCanada or has the potential to become a supplier to TransCanada that I have a relationship with. Can I attend this event?
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ANSWER:
|
Employees can accept invitations from suppliers/potential suppliers for events where multiple clients are in attendance provided they have received approval from their Vice-President prior to attending.
|
QUESTION:
|
One of TransCanada’s existing auto leasing suppliers has invited me to attend their annual product roll-out, which will be held in Las Vegas. It is a big event that all customers are invited to. The supplier has offered to pay for all flights and accommodation, in addition to the meals that will be provided as part of the event. The supplier’s contract is not currently up for renewal, and I am not the person responsible for making the decision whether to renew. Can I attend?
|
ANSWER:
|
Since TransCanada has an existing business relationship with the supplier and is not currently involved in any renewal or other negotiations and since the event is a business-related event attended by many customers as well as supplier representatives, you may attend with your leader’s approval. However, given the location of the event, the business benefit to TransCanada should be carefully considered and discussed with your leader. Additionally, since the value of the event is significant, the supplier’s payment for flights and accommodation could create a perception of conflict and/or an obligation on the part of TransCanada. As a result, flights and accommodation should be paid for by TransCanada. You may accept the meals provided by the supplier as part of the event.
|
QUESTION:
|
I sometimes use my Company computer to access Facebook or Twitter during my lunch break and I talk about my personal life. Is that allowed?
|
ANSWER:
|
Limited personal use of corporate assets to access social media on your own time is acceptable; however, you need to keep in mind that you are using a corporate computer and accessing the Internet through a TransCanada IP address. So, you must be careful to ensure that you do not post inappropriate or offensive content, nor do or say anything that could reflect poorly on TransCanada. TransCanada also has the right to monitor your personal use of its equipment and systems and you should not expect your use of TransCanada assets for these purposes to be private. TransCanada regularly monitors employee use of its equipment and systems and you may be subject to disciplinary action for any inappropriate or offensive use that comes to TransCanada’s attention as a result of such monitoring.
|
•
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Your leader
|
•
|
Your Human Resources Consultant
|
•
|
Your Compliance Coordinator
|
•
|
Corporate Compliance Department
|
•
|
Internal Audit
|
•
|
Law Department
|