2015-11-03

Solid Performance Demonstrates Quality of Diversified Asset Base

CALGARY, ALBERTA–(Marketwired – Nov. 3, 2015) – TransCanada Corporation (TSX:TRP) (NYSE:TRP) (TransCanada) today announced net income attributable to common shares for third quarter 2015 of $402 million or $0.57 per share compared to $457 million or $0.64 per share for the same period in 2014 and $1.2 billion or $1.72 per share compared to $1.3 billion or $1.81 per share on a year-to-date basis. Comparable earnings for third quarter 2015 were $440 million or $0.62 per share compared to $450 million or $0.63 per share for the same period last year. For the nine months ended September 30, 2015, comparable earnings were $1.3 billion or $1.84 per share compared to $1.2 billion or $1.70 per share in 2014. TransCanada’s Board of Directors also declared a quarterly dividend of $0.52 per common share for the quarter ending December 31, 2015, equivalent to $2.08 per common share on an annualized basis.

“Over the past nine months, our diverse suite of high-quality long-life assets has performed well in a challenging environment with comparable earnings and funds generated from operations up eight and nine per cent, respectively, compared to the same period last year,” said Russ Girling, TransCanada’s president and chief executive officer. “The resiliency of our base business through various market conditions, combined with $12 billion of visible near-term growth projects, gives us the ability to continue growing the dividend at an annual rate of eight to ten per cent through 2017.”

We are also focused on enhancing shareholder value by maximizing the effectiveness and efficiency of our existing operations. As part of those efforts, we recently commenced a business restructuring initiative that is expected to reduce overall costs. The changes will be undertaken in fourth quarter 2015 and continue into 2016.

Over the longer term, our portfolio of low-risk energy infrastructure assets and our financial strength leaves us well positioned to advance a number of other growth initiatives. They include $35 billion of commercially secured projects which would extend and augment future growth in earnings, cash flow and dividends.

Highlights

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

Third quarter financial results

Net income attributable to common shares of $402 million or $0.57 per share

Comparable earnings of $440 million or $0.62 per share

Comparable earnings before interest, taxes, depreciation and amortization (EBITDA) of $1.5 billion

Funds generated from operations of $1.1 billion

Declared a quarterly dividend of $0.52 per common share for the quarter ending December 31, 2015

Received final pipeline and facilities permits for the Prince Rupert Gas Transmission (PRGT) project in September

Announced the acquisition of Ironwood, a strategically situated natural gas-fired power plant for US$654 million in October

Reached an agreement with eastern Local Distribution Companies (LDCs) on the Energy East and Eastern Mainline Pipeline projects

Net income attributable to common shares decreased by $55 million to $402 million or $0.57 per share for the three months ended September 30, 2015 compared to the same period last year. Third quarter 2015 included a $6 million after-tax restructuring charge related to changes to our organizational structure while both periods included unrealized gains and losses from changes in risk management activities. All of these specific items are excluded from comparable earnings.

Comparable earnings for third quarter 2015 were $440 million or $0.62 per share compared to $450 million or $0.63 per share for the same period in 2014. Lower contributions from Bruce Power and Western Power were partially offset by higher earnings from the Keystone System, U.S. Power, ANR and Eastern Power.

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

Natural Gas Pipelines:

NGTL System Expansions: The NGTL System has approximately $6.8 billion of new supply and demand facilities under development. Approximately $2.8 billion of these facilities have received regulatory approval with $800 million currently under construction. In third quarter 2015, we continued to advance several of these capital expansion projects with an additional approximately $500 million of applied for facilities that now await regulatory review for approval. We have also received additional requests for firm receipt service that we anticipate will increase the overall capital spend on the NGTL System beyond the previously announced program and continue to work with our customers to best match their requirements for 2016, 2017 and 2018 in-service dates.

LDC Agreement on Eastern Mainline Project and Energy East: On August 24, 2015, we announced an agreement with eastern LDCs that resolves their issues with Energy East and the Eastern Mainline Project. The agreement honours our previously stated commitment to ensure that Energy East and the Eastern Mainline Project will provide gas consumers in Eastern Canada with sufficient natural gas transmission capacity and reduced natural gas transmission costs. As part of the agreement, we will size the Eastern Mainline Project to meet all firm requirements including gas transmission contracts resulting from both 2016 and 2017 new capacity open seasons plus approximately 50 million cubic feet per day of additional capacity.

The Eastern Mainline Project capital cost is now estimated to be $2.0 billion with an expected in-service date of 2019. This increase resulted from the revised project scope resulting from the LDC agreement and updated cost estimates.

PRGT: On June 11, 2015, Pacific North West (PNW) LNG announced a positive Final Investment Decision (FID) for its proposed liquefaction and export facility, subject to two conditions. The first condition, approval by the Legislative Assembly of B.C. of a Project Development Agreement between PNW LNG and the Province of B.C., was satisfied in mid-July 2015. The second condition is a positive regulatory decision on PNW LNG’s environmental assessment by the Government of Canada.

In third quarter 2015, we received the remaining permits from the B.C. Oil and Gas Commission (BC OGC) which completes the 11 permits required to build and operate PRGT. Environmental permits for the project were also received in November 2014 from the B.C. Environmental Assessment Office.

We also announced in third quarter 2015, the signing of project agreements with Metlakatla First Nation and Blueberry River First Nations. We are continuing our engagement with Aboriginal groups and have now signed project agreements with nine First Nation groups along the pipeline route.

We remain ready to begin construction following confirmation of a FID by PNW LNG. The in-service date for PRGT is estimated to be 2020 but will be aligned with PNW LNG’s liquefaction facility timeline.

PRGT is a 900 kilometre (km) (559 mile) natural gas pipeline that will deliver gas from the Montney producing region at an expected interconnect on the NGTL System near Fort St. John, B.C. to PNW LNG’s proposed LNG facility near Prince Rupert, B.C.

Coastal GasLink: We have received eight of ten pipeline and facilities permits from the BC OGC and anticipate receiving the remaining two permits in fourth quarter 2015. We are continuing our engagement with Aboriginal groups and have signed project agreements with eight First Nation groups along the pipeline route.

Coastal GasLink is a 670 km (416 mile) natural gas pipeline that will deliver gas from the Montney producing region at an expected interconnect on the NGTL System near Dawson Creek, B.C. to LNG Canada’s proposed LNG facility near Kitimat, B.C. The project is subject to regulatory approvals and a positive FID.

Liquids Pipelines:

Energy East Pipeline: In April 2015, we announced that the marine and associated tank terminal in Cacouna, Québec will not be built as a result of the recommended reclassification of beluga whales as an endangered species. Amendments to the project are expected to be submitted to the National Energy Board (NEB) in fourth quarter 2015. The NEB has continued to process the application in the interim.

The alteration to the project scope and further refinement of the project schedule is expected to result in an in-service date of 2020. The original $12 billion cost estimate is expected to increase due to further scope refinement as we consult with stakeholders and escalation of construction costs as the project schedule is refined.

Keystone XL: In January 2015, the Department of State re-initiated the national interest review and requested the eight federal agencies with a role in the review to complete their consideration of whether Keystone XL serves the national interest. All of the agency comments were submitted. The timing and ultimate resolution of Keystone XL’s pending application for a Presidential Permit remains uncertain.

Also in January 2015, Keystone XL initiated eminent domain actions against landowners in Nebraska who had not agreed to grant voluntary easements. These actions were taken under the eminent domain authority provided by the Governor’s 2013 approval of the re-route in Nebraska. Several landowners then challenged those actions in Nebraska district court on the grounds that the law authorizing the Governor’s approval violated the Nebraska constitution.

In October 2015, we withdrew the eminent domain actions and moved to dismiss the constitutional court proceedings. The plaintiffs are resisting dismissal of this case; a hearing on that issue was held on October 19. A decision is expected in fourth quarter 2015.

On October 5, 2015, we filed an application with the Nebraska Public Service Commission (PSC) for route approval through the state of Nebraska. The route we are seeking approval for is the same route previously approved by the Nebraska Department of Environmental Quality in January 2013. After careful review, we believe this would be the most expedient path to approval and expect the PSC to make a decision by third quarter 2016. On November 2, 2015, we sent a letter to U.S. Secretary of State John Kerry asking the Department of State to pause its review of the Presidential Permit application for Keystone XL while we seek Nebraska PSC approval of the route.

On August 5, 2015, the South Dakota Public Utility Commission (PUC) concluded their hearing on Keystone XL’s request to re-certify its existing permit authority in that state. The PUC is expected to make a decision by first quarter 2016.

As of September 30, 2015, we have invested US$2.4 billion in the project and have also capitalized interest in the amount of US$0.4 billion.

Grand Rapids Pipeline: On August 6, 2015, Grand Rapids Pipeline Limited Partnership (Grand Rapids) entered into an agreement to contribute the southernmost portion of the 20-inch diluent Grand Rapids Pipeline into a 50/50 joint venture with Keyera Corp (Keyera). The 45 km (28 mile) pipeline will be constructed by us and will extend from Keyera’s Edmonton Terminal to our Heartland Terminal near Fort Saskatchewan. Keyera will also contribute a new pump station at its Edmonton terminal. We expect Grand Rapids’ total contribution to the joint venture will be approximately $140 million. Keyera will operate the pipeline once construction is complete and the facilities are in-service. The expected in-service date is the second half of 2017 subject to regulatory approvals.

Energy:

Ironwood Acquisition: On October 8, 2015, we reached an agreement to acquire the Ironwood natural gas-fired, combined cycle power plant in Lebanon, Pennsylvania, with a nameplate capacity of 778 megawatts (MW), from Talen Energy Corporation for US$654 million.

The Ironwood power plant delivers energy into the PJM power market, North America’s largest and most liquid energy region which includes a three-year forward capacity market. The facility provides us with a solid platform from which to continue to grow our wholesale, commercial and industrial customer base in this market area. Strategically located in proximity to the Marcellus shale gas play, the facility is well positioned to access competitively priced natural gas in a market that is in the midst of transitioning away from coal-fired power generation to gas.

The acquisition is expected to be immediately accretive to earnings and cash flow and generate approximately US$90-$110 million in EBITDA annually through a combination of capacity payments and energy sales. The acquisition will be financed with a combination of cash on hand and available debt capacity and is expected to close early in first quarter 2016, subject to certain conditions being satisfied.

Becancour: In August 2015, we executed an agreement with Hydro Quebec (HQ) to amend Becancour’s electricity supply contract. The amendment allows HQ to dispatch up to 570 MW of firm peak winter capacity from the Becancour facility for a term of 20 years commencing in December 2016. Annual payments received for this new service will be incremental to existing capacity payments earned under the new agreement. In October 2015, the Regie de l’energie approved the amended contract.

Corporate:

Our Board of Directors declared a quarterly dividend of $0.52 per share for the quarter ending December 31, 2015 on TransCanada’s outstanding common shares. The quarterly amount is equivalent to $2.08 per common share on an annualized basis.

Financing Activities: In July 2015, we issued $750 million of medium-term notes maturing on July 17, 2025 bearing interest at 3.30 per cent and in October 2015, we issued $400 million of medium-term notes maturing on November 15, 2041 bearing interest at 4.55 per cent.

The net proceeds of these offerings will be used for general corporate purposes and to reduce short-term indebtedness which was used to fund a portion of our capital program and for general corporate purposes.

Management Changes and Corporate Restructuring: Effective October 1, 2015, Alex Pourbaix was appointed as Chief Operating Officer. Don Marchand was appointed Executive Vice-President, Corporate Development and Chief Financial Officer and Kristine Delkus was appointed Executive Vice-President, Stakeholder Relations and General Counsel. Jim Baggs, Executive Vice-President, Operations and Engineering, has announced his intention to retire in early 2016.

In mid-2015, we commenced a business restructuring initiative. While there is no change to our corporate strategy, we have undertaken this initiative to reduce overall costs and maximize the effectiveness and efficiency of our existing operations. We expect the changes to be undertaken in fourth quarter 2015 and continue into 2016.

Teleconference and Webcast:

We will hold a teleconference and webcast on Tuesday, November 3, 2015 to discuss our third quarter 2015 financial results. Russ Girling, TransCanada President and Chief Executive Officer, and Don Marchand, Executive Vice-President, Corporate Development and Chief Financial Officer, along with other members of the TransCanada executive leadership team, will discuss the financial results and Company developments at 9 a.m. (MT) / 11 a.m. (ET).

Analysts, members of the media and other interested parties are invited to participate by calling 866.225.6564 or 416.340.2218 (Toronto area). Please dial in 10 minutes prior to the start of the call. No pass code is required. A live webcast of the teleconference will be available atwww.transcanada.com.

A replay of the teleconference will be available two hours after the conclusion of the call until midnight (ET) on November 10, 2015. Please call800.408.3053 or 905.694.9451 (Toronto area) and enter pass code 9292695.

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

With more than 65 years’ experience, TransCanada is a leader in the responsible development and reliable operation of North American energy infrastructure including natural gas and liquids pipelines, power generation and gas storage facilities. TransCanada operates a network of natural gas pipelines that extends more than 68,000 kilometres (42,100 miles), tapping into virtually all major gas supply basins in North America. TransCanada is one of the continent’s largest providers of gas storage and related services with 368 billion cubic feet of storage capacity. A growing independent power producer, TransCanada owns or has interests in over 10,900 megawatts of power generation in Canada and the United States. TransCanada is developing one of North America’s largest liquids delivery systems. TransCanada’s common shares trade on the Toronto and New York stock exchanges under the symbol TRP. Visit TransCanada.com and our blog to learn more, orconnect with us on social media and 3BL Media.

Forward Looking Information

This news release contains certain information that is forward-looking and is subject to important risks and uncertainties (such statements are usually accompanied by words such as “anticipate”, “expect”, “believe”, “may”, “will”, “should”, “estimate”, “intend” or other similar words). Forward-looking statements in this document are intended to provide TransCanada security holders and potential investors with information regarding TransCanada and its subsidiaries, including management’s assessment of TransCanada’s and its subsidiaries’ future plans and financial outlook. All forward-looking statements reflect TransCanada’s beliefs and assumptions based on information available at the time the statements were made and as such are not guarantees of future performance. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release, and not to use future-oriented information or financial outlooks for anything other than their intended purpose. TransCanada undertakes no obligation to update or revise any forward-looking information except as required by law. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the anticipated results, refer to TransCanada’s Quarterly Report to Shareholders dated November 2, 2015 and 2014 Annual Report on our website at www.transcanada.com or filed under TransCanada’s profile on SEDAR at www.sedar.com and with the U.S. Securities and Exchange Commission at www.sec.gov.

Non-GAAP Measures

This news release contains references to non-GAAP measures, including comparable earnings, comparable EBITDA, funds generated from operations and comparable earnings per share, that do not have any standardized meaning as prescribed by U.S. GAAP and therefore are unlikely to be comparable to similar measures presented by other companies. These non-GAAP measures are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable. For more information on non-GAAP measures, refer to TransCanada’s Quarterly Report to Shareholders dated November 2, 2015.

Quarterly report to shareholders

Third quarter 2015

Financial highlights

three months ended

September 30

nine months ended

September 30

(unaudited – millions of $, except per share amounts)

2015

2014

2015

2014

Income

Revenue

2,944

2,451

8,449

7,569

Net income attributable to common shares

402

457

1,218

1,285

per common share – basic and diluted

$0.57

$0.64

$1.72

$1.81

Comparable EBITDA1

1,483

1,387

4,381

4,000

Comparable earnings1

440

450

1,302

1,204

per common share1

$0.62

$0.63

$1.84

$1.70

Operating cash flow

Funds generated from operations1

1,140

1,071

3,354

3,090

Decrease/(increase) in operating working capital

107

171

(378

)

250

Net cash provided by operations

1,247

1,242

2,976

3,340

Investing activities

Capital expenditures

976

744

2,748

2,381

Capital projects under development

130

207

465

504

Equity investments

105

66

303

195

Acquisitions



181



181

Proceeds from sale of assets, net of transaction costs







187

Dividends declared

Per common share

$0.52

$0.48

$1.56

$1.44

Basic common shares outstanding (millions)

Average for the period

709

708

709

708

End of period

709

709

709

709

(1)

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

Management’s discussion and analysis

November 2, 2015

This management’s discussion and analysis (MD&A) contains information to help the reader make investment decisions about TransCanada Corporation. It discusses our business, operations, financial position, risks and other factors for the three and nine months ended September 30, 2015, and should be read with the accompanying unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2015 which have been prepared in accordance with U.S. GAAP.

This MD&A should also be read in conjunction with our December 31, 2014 audited consolidated financial statements and notes and the MD&A in our 2014 Annual Report.

About this document

Throughout this MD&A, the terms, we, us, our and TransCanada mean TransCanada Corporation and its subsidiaries.

Abbreviations and acronyms that are not defined in this MD&A are defined in the glossary in our 2014 Annual Report.

All information is as of November 2, 2015 and all amounts are in Canadian dollars, unless noted otherwise.

FORWARD-LOOKING INFORMATION

We disclose forward-looking information to help current and potential investors understand management’s assessment of our future plans and financial outlook, and our future prospects overall.

Statements that are forward-looking are based on certain assumptions and on what we know and expect today and generally include words likeanticipate, expect, believe, may, will, should, estimate or other similar words.

Forward-looking statements in this MD&A may include information about the following, among other things:

anticipated business prospects

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

expectations or projections about strategies and goals for growth and expansion

expected cash flows and future financing options available to us

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

expected schedules for planned projects (including anticipated construction and completion dates)

expected regulatory processes and outcomes

expected impact of regulatory outcomes

expected outcomes with respect to legal proceedings, including arbitration 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

expected industry, market and economic conditions.

Forward-looking statements do not guarantee future performance. Actual events and results could be significantly different because of assumptions, risks or uncertainties related to our business or events that happen after the date of this MD&A.

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

Assumptions

inflation rates, commodity prices and capacity prices

timing of financings and hedging

regulatory decisions and outcomes

foreign exchange rates

interest rates

tax rates

planned and unplanned outages and the use of our pipeline and energy assets

integrity and reliability of our assets

access to capital markets

anticipated construction costs, schedules and completion dates

acquisitions and divestitures.

Risks and uncertainties

our ability to successfully implement our strategic initiatives

whether our strategic initiatives will yield the expected benefits

the operating performance of our pipeline and energy assets

amount of capacity sold and rates achieved in our pipeline businesses

the availability and price of energy commodities

the amount of capacity payments and revenues we receive from our energy business

regulatory decisions and outcomes

outcomes of legal proceedings, including arbitration and insurance claims

performance 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

weather

cyber security

technological developments

economic conditions in North America as well as globally.

You can read more about these factors and others in reports we have filed with Canadian securities regulators and the SEC, including the MD&A in our 2014 Annual Report.

You should not put undue reliance on forward-looking information and should not use future-oriented information or financial outlooks for anything other than their intended purpose. We do not update our forward-looking statements due to new information or future events, except as required by law.

FOR MORE INFORMATION

You can find more information about TransCanada in our annual information form and other disclosure documents, which are available on SEDAR (www.sedar.com).

NON-GAAP MEASURES

We use the following non-GAAP measures:

EBITDA

EBIT

funds generated from operations

comparable earnings

comparable earnings per common share

comparable EBITDA

comparable EBIT

comparable depreciation and amortization

comparable interest expense

comparable interest income and other expense

comparable income tax expense.

These measures do not have any standardized meaning as prescribed by U.S. GAAP and therefore may not be comparable to similar measures presented by other entities. Please see the Reconciliation of non-GAAP measures section in this MD&A for a reconciliation of the GAAP measures to the non-GAAP measures.

EBITDA and EBIT

We use EBITDA as an approximate measure of our pre-tax operating cash flow. It measures our earnings before deducting financial charges, income tax, depreciation and amortization, net income attributable to non-controlling interests and preferred share dividends, and includes income from equity investments. EBIT measures our earnings from ongoing operations and is a useful measure of our performance and an effective tool for evaluating trends in each segment as it is equivalent to our segmented earnings. It is calculated in the same way as EBITDA, less depreciation and amortization.

Funds generated from operations

Funds generated from operations includes net cash provided by operations before changes in operating working capital. We believe it is a useful measure of our consolidated operating cash flow because it does not include fluctuations from working capital balances, which do not necessarily reflect underlying operations in the same period, and is used to provide a consistent measure of the cash generating performance of our assets. See the Financial condition section for a reconciliation to net cash provided by operations.

Comparable measures

We calculate the comparable measures by adjusting certain GAAP and non-GAAP measures for specific items we believe are significant but not reflective of our underlying operations in the period. These comparable measures are calculated on a consistent basis from period to period and are adjusted for specific items in each period, as applicable.

Comparable measure

Original measure

comparable earnings

net income attributable to common shares

comparable earnings per common share

net income per common share

comparable EBITDA

EBITDA

comparable EBIT

segmented earnings

comparable depreciation and amortization

depreciation and amortization

comparable interest expense

interest expense

comparable interest income and other expense

interest income and other expense

comparable income tax expense

income tax expense

Our decision not to include a specific item is subjective and made after careful consideration. Specific items may include:

certain fair value adjustments relating to risk management activities

income tax refunds and adjustments and changes to enacted rates

gains or losses on sales of assets

legal, contractual and bankruptcy settlements

impact of regulatory or arbitration decisions relating to prior year earnings

restructuring costs

write-downs of assets and investments.

We calculate comparable earnings by excluding the unrealized gains and losses from changes in the fair value of derivatives used to reduce our exposure to certain financial and commodity price risks. These derivatives generally provide effective economic hedges, but do not meet the criteria for hedge accounting. As a result, the changes in fair value are recorded in net income. As these amounts do not accurately reflect the gains and losses that will be realized at settlement, we do not consider them reflective of our underlying operations.

Consolidated results – third quarter 2015

three months ended

September 30

nine months ended

September 30

(unaudited – millions of $, except per share amounts)

2015

2014

2015

2014

Natural Gas Pipelines

528

484

1,648

1,566

Liquids Pipelines

287

226

783

613

Energy

249

359

730

832

Corporate

(45

)

(37

)

(140

)

(107

)

Total segmented earnings

1,019

1,032

3,021

2,904

Interest expense

(341

)

(304

)

(990

)

(875

)

Interest income and other expense

16

17

83

63

Income before income taxes

694

745

2,114

2,092

Income tax expense

(223

)

(239

)

(680

)

(625

)

Net income

471

506

1,434

1,467

Net income attributable to non-controlling interests

(46

)

(25

)

(145

)

(110

)

Net income attributable to controlling interests

425

481

1,289

1,357

Preferred share dividends

(23

)

(24

)

(71

)

(72

)

Net income attributable to common shares

402

457

1,218

1,285

Net income per common share – basic and diluted

$0.57

$0.64

$1.72

$1.81

Net income attributable to common shares decreased by $55 million and $67 million for the three and nine months ended September 30, 2015 compared to the same periods in 2014. The 2015 results included:

a charge of $6 million after tax in third quarter and $14 million after tax year-to-date for severance costs as part of a restructuring initiative to maximize the effectiveness and efficiency of our existing operations along with the restructuring of our major projects group in response to delayed timelines on certain of our major projects in second quarter 2015

a $34 million adjustment in second quarter 2015 to income tax expense due to the enactment of a two per cent increase in the Alberta corporate income tax rate in June 2015.

The nine-month 2014 results included:

a gain on sale of Cancarb Limited and its related power generation business of $99 million after tax

a net loss resulting from the termination of a contract with Niska Gas Storage of $32 million after tax.

Net income in all periods included unrealized gains and losses from changes in risk management activities which we exclude, along with the above-noted items, to arrive at comparable earnings.

Comparable earnings decreased by $10 million for the three months ended September 30, 2015 and increased $98 million for the nine months ended September 30, 2015 compared to the same periods in 2014 as discussed below in the reconciliation of net income to comparable earnings.

RECONCILIATION OF NET INCOME TO COMPARABLE EARNINGS

three months ended

September 30

nine months ended

September 30

(unaudited – millions of $, except per share amounts)

2015

2014

2015

2014

Net income attributable to common shares

402

457

1,218

1,285

Specific items (net of tax):

Alberta corporate income tax rate increase





34



Restructuring costs

6



14



Cancarb gain on sale







(99

)

Niska contract termination



1



32

Risk management activities1

32

(8

)

36

(14

)

Comparable earnings

440

450

1,302

1,204

Net income per common share

$0.57

$0.64

$1.72

$1.81

Specific items (net of tax):

Alberta corporate income tax rate increase





0.05



Restructuring costs

0.01



0.02



Cancarb gain on sale







(0.14

)

Niska contract termination







0.04

Risk management activities1

0.04

(0.01

)

0.05

(0.01

)

Comparable earnings per share

$0.62

$0.63

$1.84

$1.70

(1)

Risk management activities

three months ended

September 30

nine months ended

September 30

(unaudited – millions of $)

2015

2014

2015

2014

Canadian Power

(14

)

2

(7

)



U.S. Power

(5

)

41

(22

)

30

Natural Gas Storage

2

7

2

4

Foreign exchange

(26

)

(32

)

(25

)

(9

)

Income tax attributable to risk management activities

11

(10

)

16

(11

)

Total (losses)/gains from risk management activities

(32

)

8

(36

)

14

Comparable earnings decreased by $10 million for the three months ended September 30, 2015 compared to the same period in 2014. This was primarily the net effect of:

lower earnings from Bruce Power due to lower volumes resulting from higher planned outage days and higher operating expenses at Bruce A, as well as losses from contracting activities and higher operating expenses, partially offset by lower lease expense at Bruce B

lower earnings from Western Power as a result of lower realized power prices

higher interest expense from new debt issuances

higher earnings from Liquids Pipelines due to higher uncontracted volumes on the Keystone Pipeline System

higher earnings from U.S. Power due to increased margins and sales volumes to wholesale, commercial and industrial customers, partially offset by lower realized capacity prices in New York

higher ANR Southeast mainline transportation revenue, partially offset by increased spending on ANR pipeline integrity work

higher earnings from Eastern Power due to incremental earnings from Ontario solar facilities acquired in the second half of 2014.

Comparable earnings increased by $98 million for the nine months ended September 30, 2015 compared to the same period in 2014. This was primarily the net effect of:

higher earnings from Liquids Pipelines due to higher uncontracted volumes on the Keystone Pipeline System

higher earnings from Eastern Power due to incremental earnings from Ontario solar facilities acquired in 2014, higher contractual earnings at Bécancour and the sale of unused natural gas transportation

higher earnings from U.S. Power mainly due to increased margins and higher sales volumes to wholesale, commercial and industrial customers, partially offset by lower realized capacity prices in New York and lower earnings on U.S. generating assets as a result of lower realized power prices and reduced generation

higher earnings from U.S. and International Pipelines due to higher ANR Southeast transportation revenue and ANR’s first quarter 2015 settlement with an owner of adjacent facilities for commercial interruption of ANR’s service, partially offset by increased spending on ANR pipeline integrity work, plus increased earnings from the Tamazunchale Extension which was placed in service in 2014

lower earnings from Western Power as a result of lower realized power prices

higher interest expense from debt issuances.

The stronger U.S. dollar this quarter compared to the same period in 2014 positively impacted the translated results in our U.S. businesses, however, this impact was partially offset by a corresponding increase in interest expense on U.S. dollar-denominated debt as well as realized losses on foreign exchange hedges used to manage our exposure.

CAPITAL PROGRAM

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

Our capital program is comprised of $11 billion of small to medium-sized, shorter-term projects, $35 billion of commercially secured large-scale, medium and longer-term projects and $1 billion of acquisitions. Amounts presented exclude the impact of foreign exchange, AFUDC and capitalized interest.

Estimated project costs are generally based on the last announced project estimates and are subject to adjustments due to market conditions, route refinement, permitting conditions, scheduling and timing of regulatory permits.

at September 30, 2015

(unaudited – billions of $)

Segment

Expected

in-service date

Estimated project cost

Amount spent

Small to medium sized, shorter-term

Houston Lateral and Terminal

Liquids Pipelines

2016

US 0.6

US 0.5

Topolobampo

Natural Gas Pipelines

2016

US 1.0

US 0.8

Mazatlan

Natural Gas Pipelines

2016

US 0.4

US 0.3

Grand Rapids1

Liquids Pipelines

2016-2017

1.5

0.4

Northern Courier

Liquids Pipelines

2017

1.0

0.5

Canadian Mainline

Natural Gas Pipelines

2015-2016

0.4



NGTL System

– North Montney

Natural Gas Pipelines

2017

1.7

0.3

– 2016/17 Facilities

Natural Gas Pipelines

2016-2018

2.7

0.2

– Other

Natural Gas Pipelines

2015-2017

0.5

0.2

Napanee

Energy

2017 or 2018

1.0

0.3

10.8

3.5

Large-scale, medium and longer-term

Heartland and TC Terminals

Liquids Pipelines

2

0.9

0.1

Upland

Liquids Pipelines

2020

US 0.6



Keystone projects

Keystone XL3

Liquids Pipelines

4

US 8.0

US 2.4

Keystone Hardisty Terminal

Liquids Pipelines

4

0.3

0.2

Energy East projects

Energy East5

Liquids Pipelines

2020

12.0

0.7

Eastern Mainline

Natural Gas Pipelines

2019

2.0

0.1

BC west coast LNG-related projects

Coastal GasLink

Natural Gas Pipelines

2019+

4.8

0.3

Prince Rupert Gas Transmission

Natural Gas Pipelines

2020

5.0

0.4

NGTL System – Merrick

Natural Gas Pipelines

2020

1.9



35.5

4.2

Acquisition

Ironwood

2016

US 0.7



47.0

7.7

(1)

Represents our 50 per cent share.

(2)

In-service date to be aligned with industry requirements.

(3)

Estimated project cost dependent on the timing of the Presidential permit.

(4)

Approximately two years from the date the Keystone XL permit is received.

(5)

Excludes transfer of Canadian Mainline natural gas assets.

Outlook

The earnings outlook for 2015 is expected to be consistent with what was previously included in the 2014 Annual Report. See the MD&A in our 2014 Annual Report for further information about our outlook.

We expect our capital expenditures to be approximately $5 billion for 2015, a decrease of $1 billion from the outlook previously provided in our 2014 Annual Report due to project timing delays.

Natural Gas Pipelines

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

three months ended

September 30

nine months ended

September 30

(unaudited – millions of $)

2015

2014

2015

2014

Comparable EBITDA

812

750

2,493

2,357

Comparable depreciation and amortization1

(284

)

(266

)

(845

)

(791

)

Comparable EBIT

528

484

1,648

1,566

Specific items2









Segmented earnings

528

484

1,648

1,566

(1)

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

(2)

There were no specific items in any of these periods.

Natural Gas Pipelines segmented earnings increased by $44 million and $82 million for the three and nine months ended September 30, 2015 compared to the same periods in 2014 and are equivalent to comparable EBIT which, along with comparable EBITDA, are discussed below.

three months ended

September 30

nine months ended

September 30

(unaudited – millions of $)

2015

2014

2015

2014

Canadian Pipelines

Canadian Mainline

289

311

876

938

NGTL System

226

213

675

637

Foothills

26

26

81

80

Other Canadian pipelines1

7

7

21

17

Canadian Pipelines – comparable EBITDA

548

557

1,653

1,672

Comparable depreciation and amortization

(212

)

(206

)

(632

)

(613

)

Canadian Pipelines – comparable EBIT

336

351

1,021

1,059

U.S. and International Pipelines (US$)

ANR

54

31

177

142

TC PipeLines, LP1,2

25

18

76

65

Great Lakes3

8

8

35

36

Other U.S. pipelines (Bison4, Iroquois1, GTN5, Portland6)

13

26

66

100

Mexico (Guadalajara, Tamazunchale)

44

43

138

117

International and other1,7

(2

)

(3

)

2

(5

)

Non-controlling interests8

68

49

208

176

U.S. and International Pipelines – comparable EBITDA

210

172

702

631

Comparable depreciation and amortization

(55

)

(54

)

(169

)

(162

)

U.S. and International Pipelines – comparable EBIT

155

118

533

469

Foreign exchange impact

49

10

138

44

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

204

128

671

513

Business Development comparable EBITDA and EBIT

(12

)

5

(44

)

(6

)

Natural Gas Pipelines – comparable EBIT

528

484

1,648

1,566

(1)

Results from TQM, Northern Border, Iroquois, TransGas and Gas Pacifico/INNERGY reflect our share of equity income from these investments. In November 2014, we sold our interest in Gas Pacifico/INNERGY.

(2)

Beginning in August 2014, TC PipeLines, LP began its at-the-market equity issuance program which, when utilized, decreases our ownership interest in TC PipeLines, LP. On October 1, 2014, we sold our remaining 30 per cent direct interest in Bison to TC PipeLines, LP. On April 1, 2015, we sold our remaining 30 per cent direct interest in GTN to TC PipeLines, LP. The following shows our ownership interest in TC PipeLines, LP and our effective ownership interest of GTN, Bison and Great Lakes through our ownership interest in TC PipeLines, LP for the periods presented.

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