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TransCanada Reports Solid Third Quarter 2017 Financial Results; Diversified, Low-Risk Business Strategy Continues to Drive Performance

CALGARY, ALBERTA — (Marketwired) — 11/09/17 — TransCanada Corporation (TSX: TRP) (NYSE: TRP) (TransCanada or the Company) today announced net income attributable to common shares for third quarter 2017 of $612 million or $0.70 per share compared to a net loss of $135 million or $0.17 per share for the same period in 2016. Comparable earnings for third quarter 2017 were $614 million or $0.70 per share compared to $622 million or $0.78 per share for the same period in 2016. TransCanada–s Board of Directors also declared a quarterly dividend of $0.625 per common share for the quarter ending December 31, 2017, equivalent to $2.50 per common share on an annualized basis.

“During the third quarter of 2017, our diversified portfolio of high-quality, long-life energy infrastructure assets continued to perform very well,” said Russ Girling, TransCanada–s president and chief executive officer. “While comparable earnings are lower compared to the same quarter in 2016, the reduction is largely attributable to completing the sale of our U.S. Northeast Power generation portfolio in second quarter 2017. Over the first nine months of this year, financial performance has been very strong with comparable earnings per share increasing 12 per cent compared to the same period in 2016. Looking forward, we anticipate continued solid financial performance as over 95 per cent of our earnings before interest, taxes, depreciation and amortization (EBITDA) is expected to come from regulated or long-term contracted assets.”

“In the third quarter, we continued to advance our near-term capital program by placing the Grand Rapids pipeline into service. In addition, we continue to progress $24 billion of other near-term capital projects that are expected to generate significant growth in earnings and cash flow and support an expected annual dividend growth rate at the upper end of an eight to 10 per cent range through 2020,” added Girling. “We have invested approximately $10 billion into these projects to date and are well positioned to fund the remainder of this capital program over the next few years through our strong internally generated cash flow and access to capital markets on compelling terms. To date in the fourth quarter we have recovered approximately $0.6 billion of development costs associated with the Prince Rupert Gas Transmission project and agreed to sell our Ontario solar portfolio for approximately $540 million. The proceeds will be used to fund a portion of our capital program and for general corporate purposes.”

“Despite the disappointing termination of the Energy East, Eastern Mainline and Upland projects, we continue to progress a number of additional medium to longer-term organic growth opportunities in our three core businesses of natural gas pipelines, liquids pipelines and energy in Canada, the United States and Mexico. Success in advancing Keystone XL or other growth initiatives, including the Bruce Power life extension, could further augment or extend the Company–s dividend growth outlook,” concluded Girling.

Highlights

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

Net income attributable to common shares increased by $747 million to $612 million or $0.70 per share for the three months ended September 30, 2017 compared to the same period last year. Net income per common share in third quarter 2017 includes the dilutive effect of issuing 60 million common shares in fourth quarter 2016. Third quarter 2017 results included an additional $12 million after-tax net loss on sales of U.S. Northeast Power assets, an after-tax charge of $30 million for integration-related costs associated with the acquisition of Columbia and an $8 million after-tax charge related to the maintenance of Keystone XL assets. Third quarter 2016 included a $656 million after-tax goodwill impairment charge, an after-tax charge of $67 million related to costs associated with the acquisition of Columbia, recognition of $28 million of income tax recoveries resulting from a third party sale of Keystone XL project assets, a $9 million after-tax charge related to Keystone XL maintenance and liquidation costs and $3 million of after-tax costs related to the sale of our U.S. Northeast Power business. All of these specific items as well as unrealized gains and losses from changes in risk management activities, are excluded from comparable earnings.

Comparable earnings for third quarter 2017 were $614 million or $0.70 per share compared to $622 million or $0.78 per share for the same period in 2016, a decrease of $8 million or $0.08 per share. Comparable earnings per share for the three months ended September 30, 2017 include the dilutive effect of issuing 60 million common shares in fourth quarter 2016. The decrease in third quarter comparable earnings was primarily due to the net effect of the monetization of our U.S. Northeast Power generation assets in second quarter 2017 and a lower contribution from U.S. Natural Gas Pipelines primarily due to the timing of funding contributions to the Columbia Gas defined benefit pension plan, partially offset by higher ANR transportation revenues resulting from a Federal Energy Regulatory Commission (FERC)-approved rate settlement, effective August 1, 2016, higher AFUDC on our rate-regulated U.S. Natural Gas Pipelines, lower interest expense mainly due to the repayment of the remaining bridge facilities that partially funded the acquisition of Columbia, higher interest income and other primarily due to realized gains in 2017 compared to realized losses in 2016 on derivatives used to manage our net exposure to foreign exchange rate fluctuations on U.S. dollar-denominated income and income recognized on the termination of the PRGT project, higher contribution from Liquids Pipelines primarily due to higher Keystone volumes and the commencement of operations on Grand Rapids, higher earnings from Bruce Power mainly due to improved results from contracting activities, and a higher contribution from Mexico Natural Gas Pipelines primarily due to earnings from Mazatlan beginning in December 2016, partially offset by the impairment of our equity investment in TransGas.

Notable recent developments include:

Canadian Natural Gas Pipelines:

U.S. Natural Gas Pipelines:

Liquids Pipelines:

Energy:

Corporate:

Teleconference and Webcast:

We will hold a teleconference and webcast on Thursday, November 9, 2017 to discuss our third quarter 2017 financial results. Russ Girling, TransCanada President and Chief Executive Officer, and Don Marchand, Executive Vice-President and Chief Financial Officer, along with other members of the TransCanada executive leadership team, will discuss the financial results and Company developments at 9 a.m. (MT) / 11 a.m. (ET).

Members of the investment community and other interested parties are invited to participate by calling 800.898.3989 or 416.406.0743 (Toronto area) and enter passcode 5745518#. Please dial in 10 minutes prior to the start of the call. A live webcast of the teleconference will be available at .

A replay of the teleconference will be available two hours after the conclusion of the call until midnight (ET) on November 16, 2017. Please call 800.408.3053 or 905.694.9451 (Toronto area) and enter pass code 7183649#.

The unaudited interim condensed Consolidated Financial Statements and Management–s Discussion and Analysis (MD&A) are available under TransCanada–s profile on SEDAR at , with the U.S. Securities and Exchange Commission on EDGAR at and on the TransCanada website at .

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 91,500 kilometres (56,900 miles), tapping into virtually all major gas supply basins in North America. TransCanada is the continent–s largest provider of gas storage and related services with 653 billion cubic feet of storage capacity. A large independent power producer, TransCanada owns or has interests in approximately 6,200 megawatts of power generation in Canada and the United States. TransCanada is also the developer and operator of one of North America–s leading liquids pipeline systems that extends approximately 4,800 kilometres (3,000 miles) connecting growing continental oil supplies to key markets and refineries. TransCanada–s common shares trade on the Toronto and New York stock exchanges under the symbol TRP. Visit TransCanada.com and our blog to learn more, or connect with us on social media and 3BL Media.

Forward Looking Information

This release contains certain information that is forward-looking and is subject to important risks and uncertainties (such statements are usually accompanied by words such as “anticipate”, “expect”, “believe”, “may”, “will”, “should”, “estimate”, “intend” or other similar words). Forward-looking statements in this document are intended to provide TransCanada security holders and potential investors with information regarding TransCanada and its subsidiaries, including management–s assessment of TransCanada–s and its subsidiaries– future plans and financial outlook. All forward-looking statements reflect TransCanada–s beliefs and assumptions based on information available at the time the statements were made and as such are not guarantees of future performance. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release, and not to use future-oriented information or financial outlooks for anything other than their intended purpose. TransCanada undertakes no obligation to update or revise any forward-looking information except as required by law. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the anticipated results, refer to the Quarterly Report to Shareholders dated November 8, 2017 and the 2016 Annual Report to shareholders filed under TransCanada–s profile on SEDAR at and with the U.S. Securities and Exchange Commission at .

Non-GAAP Measures

This news release contains references to non-GAAP measures, including comparable earnings, comparable EBITDA, comparable distributable cash flow, comparable funds generated from operations, comparable earnings per share and comparable distributable cash flow 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 8, 2017.

Quarterly report to shareholders

Third quarter 2017

Financial highlights

Management–s discussion and analysis

November 8, 2017

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, 2017, and should be read with the accompanying unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2017 which have been prepared in accordance with U.S. GAAP.

This MD&A should also be read in conjunction with our December 31, 2016 audited consolidated financial statements and notes and the MD&A in our 2016 Annual Report.

FORWARD-LOOKING INFORMATION

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

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

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

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 is subject to the following risks and uncertainties:

Assumptions

Risks and uncertainties

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 2016 Annual Report.

As actual results could vary significantly from the forward-looking information, you should not put undue reliance on forward-looking information and should not use future-oriented information or financial outlooks for anything other than their intended purpose. We do not update our forward-looking statements due to new information or future events, unless we are required to by law.

FOR MORE INFORMATION

You can find more information about TransCanada in our Annual Information Form and other disclosure documents, which are available on SEDAR ().

NON-GAAP MEASURES

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

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

Comparable measures

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

Our decision to adjust for a specific item is subjective and made after careful consideration. Specific items may include:

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

The following table identifies our non-GAAP measures against their equivalent GAAP measures.

Comparable earnings and comparable earnings per common share

Comparable earnings represent earnings or loss attributable to common shareholders on a consolidated basis, adjusted for specific items. Comparable earnings is comprised of segmented earnings, interest expense, AFUDC, interest income and other, income taxes and non-controlling interests, adjusted for the specific items. See the Consolidated results section for a reconciliation to net income attributable to common shares.

Comparable EBIT and comparable EBITDA

Comparable EBIT represents segmented earnings adjusted for the specific items described above. We use comparable EBIT as a measure of our earnings from ongoing operations as it is a useful measure of our performance and an effective tool for evaluating trends in each segment. Comparable EBITDA is calculated the same way as comparable EBIT but excludes the non-cash charges for depreciation and amortization. See the Reconciliation of non-GAAP measures section for a reconciliation to segmented earnings.

Funds generated from operations and comparable funds generated from operations

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

Comparable distributable cash flow and comparable distributable cash flow per common share

We believe comparable distributable cash flow is a useful supplemental measure of performance that defines cash available to common shareholders before capital allocation. Comparable distributable cash flow is defined as comparable funds generated from operations less preferred share dividends, distributions to non-controlling interests and maintenance capital expenditures. Maintenance capital expenditures are expenditures incurred to maintain our operating capacity, asset integrity and reliability, and include amounts attributable to our proportionate share of maintenance capital expenditures on our equity investments. Although we deduct maintenance capital expenditures in determining comparable distributable cash flow, in certain of our rate-regulated businesses, maintenance capital expenditures are included in their respective rate bases, on which we earn a regulated return and recover depreciation through future tolls. See the Financial condition section for a reconciliation to net cash provided by operations.

Consolidated results – third quarter 2017

Certain costs previously reported in our Corporate segment are now being reported within the business segments to better align with how we measure our financial performance. 2016 results have been adjusted to reflect this change.

Net income attributable to common shares increased by $747 million and $1,654 million or $0.87 and $1.80 per share for the three and nine months ended September 30, 2017 compared to the same periods in 2016. Net income per common share in 2017 included the dilutive effect of issuing 161 million common shares in 2016, of which 60 million were issued in fourth quarter 2016.

The 2017 results included:

The 2016 results included:

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 $8 million and increased by $489 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 as discussed below in the reconciliation of net income to comparable earnings.

Comparable earnings decreased by $8 million or $0.08 per share for the three months ended September 30, 2017 compared to the same period in 2016. This decrease was primarily the net effect of:

Comparable earnings per share for the three months ended September 30, 2017 also included the dilutive effect of issuing 60 million common shares in fourth quarter 2016.

Comparable earnings increased by $489 million or $0.25 per share for the nine months ended September 30, 2017 compared to the same period in 2016. This increase was primarily the net effect of:

Comparable earnings per share for the nine months ended September 30, 2017 included the dilutive effect of issuing 161 million common shares in 2016.

Capital Program

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

Our capital program consists of approximately $24 billion of near-term projects and approximately $24 billion of medium to longer-term projects. Amounts presented exclude maintenance capital expenditures, capitalized interest and AFUDC. All projects are subject to cost adjustments due to market conditions, route refinement, permitting conditions, scheduling and timing of regulatory permits.

Medium to longer-term projects

The medium to longer-term projects have greater uncertainty with respect to timing and estimated project costs. The expected in-service dates of these projects are post-2020, and costs provided in the schedule below reflect the most recent costs for each project as filed with the various regulatory authorities or otherwise determined. These projects have all been commercially secured or, in the case of Keystone XL, commercial support is expected to be achieved. All these projects are subject to approvals that include FID and/or complex regulatory processes.

Outlook

Our overall comparable earnings outlook for 2017 is expected to be higher than what was previously included in the 2016 Annual Report as a result of stronger performance across our business segments as reported in our 2017 year-to-date results in this MD&A.

Consolidated capital spending

Our expected total capital expenditures, projects in development and contributions to equity investments for 2017 as outlined in the 2016 Annual Report remains unchanged.

Canadian Natural Gas Pipelines

The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the equivalent GAAP measure). Certain costs previously reported in our Corporate segment are now being reported within the business segments to better align with how we measure our financial performance. 2016 results have been adjusted to reflect this change.

Canadian Natural Gas Pipelines segmented earnings decreased by $13 million and $40 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 and are equivalent to comparable EBIT.

Net income and comparable EBITDA for our rate-regulated Canadian Natural Gas Pipelines are generally affected by our approved ROE, our investment base, our level of deemed common equity and incentive earnings or losses. Changes in depreciation, financial charges and income taxes also impact comparable EBITDA but do not have a significant impact on net income as they are almost entirely recovered in revenues on a flow-through basis.

Net income for the NGTL System increased by $11 million and $28 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 mainly due to a higher average investment base and higher OM&A incentive earnings, partially offset by higher carrying charges on regulatory deferrals in 2017. The NGTL System is operating under the two-year 2016-2017 Revenue Requirement Settlement which includes an ROE of 10.1 per cent on 40 per cent deemed equity and a mechanism for sharing variances above and below a fixed annual OM&A amount with flow-through treatment of all other costs.

Net income for the Canadian Mainline decreased by $3 million for the three months ended September 30, 2017 compared to the same period in 2016 primarily due to a lower average investment base and lower incentive earnings. Net income decreased by $5 million for the nine months ended September 30, 2017 compared to the same period in 2016 primarily due to a lower average investment base and higher carrying charges on regulatory deferrals, partially offset by higher incentive earnings. The Canadian Mainline is operating under the NEB 2014 Decision which includes an approved ROE of 10.1 per cent on a 40 per cent deemed equity with a possible range of achieved outcomes between 8.7 per cent and 11.5 per cent. The decision also includes an incentive mechanism that has both upside and downside risk and a $20 million annual after-tax contribution from TransCanada.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization increased by $8 million and $17 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 mainly due to facilities that were placed in service for the NGTL System and Canadian Mainline.

U.S. Natural Gas Pipelines

The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the equivalent GAAP measure). Certain costs previously reported in our Corporate segment are now being reported within the business segments to better align with how we measure our financial performance. 2016 results have been adjusted to reflect this change.

U.S. Natural Gas Pipelines segmented earnings increased by $5 million and $512 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 primarily due to the acquisition of Columbia.

Segmented earnings for the nine months ended September 30, 2017 included a first quarter $10 million pre-tax charge primarily due to integration-related costs associated with the Columbia acquisition. Segmented earnings for the nine months ended September 30, 2016 included a $52 million pre-tax charge primarily due to integration and acquisition-related costs associated with the Columbia acquisition and a $4 million pre-tax loss as a result of a December 2015 agreement to sell TC Offshore which closed in early 2016. These amounts have been excluded from our calculation of comparable EBIT. As well, a weaker U.S. dollar had a negative impact on the Canadian dollar equivalent segmented earnings from our U.S. operations.

Earnings from our U.S. Natural Gas Pipelines operations, which include Columbia effective July 1, 2016, are generally affected by contracted volume levels, volumes delivered and the rates charged as well as by the cost of providing services. Columbia and ANR results are also affected by the contracting and pricing of their storage capacity and commodity sales. Transmission and storage revenues are generally higher in winter months due to increased seasonal demand for our services.

Comparable EBITDA for U.S. Natural Gas Pipelines decreased by US$9 million for the three months ended September 30, 2017 compared to the same period in 2016. This was primarily the net effect of:

Comparable EBITDA for U.S. Natural Gas Pipelines increased by US$499 million for the nine months ended September 30, 2017 compared to the same period in 2016. This was primarily the net effect of:

DEPRECIATION AND AMORTIZATION

Depreciation and amortization increased by US$12 million and US$136 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 mainly due to the acquisition of Columbia and higher depreciation rates on ANR following the FERC-approved rate settlement effective August 1, 2016.

US$5 million of first quarter 2017 depreciation related to Columbia information system assets retired as part of the Columbia integration process has been excluded from comparable EBIT and included as part of integration and acquisition related costs to arrive at segmented earnings.

Mexico Natural Gas Pipelines

The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the equivalent GAAP measure). Certain costs previously reported in our Corporate segment are now being reported within the business segments to better align with how we measure our financial performance. 2016 results have been adjusted to reflect this change.

Mexico Natural Gas Pipelines segmented earnings decreased by $3 million and increased $149 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 and are equivalent to comparable EBIT. Aside from commercial factors outlined below, a weaker U.S. dollar had a negative impact on the Canadian dollar equivalent segmented earnings from our Mexico operations.

Earnings from our Mexico operations are underpinned by long-term, stable, primarily U.S. dollar-denominated revenue contracts, and are affected by the cost of providing service.

Comparable EBITDA for Mexico Natural Gas Pipelines increased by US$11 million and US$144 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 and was the net effect of:

DEPRECIATION AND AMORTIZATION

Depreciation and amortization increased by US$8 million and US$31 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 primarily due to the commencement of depreciation on Topolobampo and Mazatlan.

Liquids Pipelines

The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the equivalent GAAP measure). Certain costs previously reported in our Corporate segment are now being reported within the business segments to better align with how we measure our financial performance. 2016 results have been adjusted to reflect this change.

Liquids Pipelines segmented earnings increased by $20 million and $88 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 and included pre-tax charges related to Keystone XL costs for the maintenance of project assets which are being expensed pending further advancement of the project as well as unrealized losses from changes in the fair value of derivatives related to our liquids marketing business.

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

Comparable EBITDA for Liquids Pipelines increased by $25 million and $97 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 and was the net effect of:

DEPRECIATION AND AMORTIZATION

Depreciation and amortization increased by $14 million for the nine months ended September 30, 2017 compared to the same period in 2016 as a result of the timing of new facilities being placed in service, partially offset by the effect of a weaker U.S. dollar.

Energy

The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented earnings (the equivalent GAAP measure). Certain costs previously reported in our Corporate segment are now being reported within the business segments to better align with how we measure our financial performance. 2016 results have been adjusted to reflect this change.

Energy segmented earnings increased by $1,065 million and $1,663 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 and included the following specific items:

The variances in these unrealized gains and losses reflect the impact of changes in forward natural gas and power prices and the volume of our positions for these derivatives over a certain period of time, however, they do not accurately reflect the gains and losses that will be realized on settlement, or the offsetting impacts of other derivative and non-derivative transactions that make up our business as a whole. As a result, we do not consider them reflective of our underlying operations.

The remainder of the Energy segmented earnings are equivalent to comparable EBIT and are discussed in the following sections.

CANADIAN POWER

Western and Eastern Power

The following are the components of comparable EBITDA and comparable EBIT.

Western Power

Comparable EBITDA for Western Power increased by $29 million for the nine months ended September 30, 2017 compared to the same period in 2016. Results from the Alberta PPAs are included up to March 7, 2016 when we terminated the PPAs for the Sundance A, Sundance B and Sheerness facilities.

Eastern Power

Comparable EBITDA for Eastern Power decreased by $6 million and $15 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 mainly due to lower earnings from our renewable assets and from the Ontario gas-fired plants due to reduced ancillary revenue opportunities. Lower earnings from the sale of unused natural gas transportation also contributed to the decreased earnings for the nine months ended September 30, 2017 compared to the same period in 2016.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization decreased by $11 million for the nine months ended September 30, 2017 compared to the same period in 2016 following the termination of the Alberta PPAs.

Bruce Power

Bruce Power results reflect our proportionate share. The following is our proportionate share of the components of comparable EBITDA and comparable EBIT.

Comparable EBITDA from Bruce Power increased by $15 million for the three months ended September 30, 2017 compared to the same period in 2016 due to improved results from contracting activities partially offset by lower volumes resulting from increased planned outage days.

Comparable EBITDA from Bruce Power increased by $104 million for the nine months ended September 30, 2017 compared to the same period in 2016 due to higher volumes resulting from fewer planned outage days and higher gains from contracting activities, partially offset by higher interest expense.

Planned outage work, which commenced on Unit 3 in August 2017, was completed in September 2017. Planned maintenance on Unit 6 began in September 2017 and is scheduled to be completed in fourth quarter 2017. The overall average plant availability percentage in 2017 is expected to be approximately 90 per cent.

U.S. POWER

In second quarter 2017, we completed the sale of our U.S. Power generation assets and initiated the wind down of our U.S. power marketing operations. See Recent developments section for more details.

NATURAL GAS STORAGE AND OTHER

Comparable EBITDA for Natural Gas Storage and other decreased by $12 million for the three months ended September 30, 2017 compared to the same period in 2016 mainly due to lower realized natural gas storage price spreads.

Corporate

The following is a reconciliation of comparable EBITDA and comparable EBIT (our non-GAAP measures) to segmented losses (the equivalent GAAP measure). Certain costs previously reported in our Corporate segment are now being reported within the business segments to better align with how we measure our financial performance. 2016 results have been adjusted to reflect this change.

Corporate segmented losses decreased by $7 million for the three months ended September 30, 2017, and increased by $15 million for the nine months ended September 30, 2017 compared to the same periods in 2016 and included the following specific items that have been excluded from comparable EBIT:

Comparable EBITDA decreased by $12 million and $27 million for the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016 primarily due to increased legal and other general and administrative costs recorded in 2017.

OTHER INCOME STATEMENT ITEMS

Interest expense decreased by $18 million in the three months ended September 30, 2017 compared to the same period in 2016 and primarily reflects the net effect of:

Interest expense increased by $72 million for the nine months ended September 30, 2017 compared to the same period in 2016 and primarily reflects the net effect of:

AFUDC increased by $35 million and $45 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016. The year-to-date increase in Canadian dollar-denominated AFUDC is primarily due to continued investment in our NGTL System expansions. The increase in U.S. dollar-denominated AFUDC for both the three and nine months ended September 30, 2017 is primarily due to continued investment and higher rates on projects acquired as part of the Columbia acquisition on July 1, 2016, as well as additional investment in Mexico projects, partially offset by the commercial in-service of Topolobampo and completion of Mazatlan construction.

Interest income and other increased by $72 million for the three months ended September 30, 2017 compared to the same period in 2016 and was primarily the net effect of:

Interest income and other increased by $75 million for the nine months ended September 30, 2017 compared to the same period in 2016 and was primarily the net effect of:

Income tax expense included in comparable earnings decreased by $98 million for the three months ended September 30, 2017 compared to the same periods in 2016 mainly as a result of lower comparable pre-tax earnings in 2017 compared to 2016 and changes in the proportion of income earned between Canadian and foreign jurisdictions.

Income tax expense included in comparable earnings decreased by $25 million for the nine months ended September 30, 2017 compared to the same period in 2016 mainly as a result of changes in the proportion of income earned between Canadian and foreign jurisdictions and lower flow-through taxes in 2017 on Canadian rate-regulated pipelines, partially offset by higher pre-tax earnings in 2017 compared to 2016.

Net income attributable to non-controlling interests decreased by $8 million and increased by $5 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 primarily due to the acquisition of Columbia in July 2016 which included a non-controlling interest in CPPL. In February 2017, we acquired all of the outstanding publicly held common units of CPPL.

Preferred share dividends increased by $13 million and $43 million for the three and nine months ended September 30, 2017 compared to the same periods in 2016 primarily due to the issuance of Series 13 and Series 15 preferred shares in April 2016 and November 2016, respectively.

Recent developments

CANADIAN NATURAL GAS PIPELINES

NGTL System

In June 2017, we announced an additional $2 billion expansion program on our NGTL System based on new contracted customer demand for approximately 3.2 PJ/d (3.0 Bcf/d) of incremental firm receipt and delivery services. We also successfully concluded an expansion open season for incremental service at the Alberta/British Columbia export delivery point, which connects Canadian supply through our downstream pipelines to Pacific Northwest, California and Nevada markets. The open season was over-subscribed and all 408 TJ/d (381 MMcf/d) of available expansion service was awarded under long-term contracts.

The additional expansion program increased our overall near-term capital program on the NGTL System to $7.1 billion, with completion to 2021.

Towerbirch Expansion

In March 2017, the Government of Canada approved the $0.4 billion Towerbirch Expansion project included in the $7.1 billion expansion of the NGTL System noted above. The project consists of 55 km (34 miles) of 36-inch loop to the Groundbirch Mainline plus 32 km (20 miles) of new 30-inch pipe and four new meter stations. This project was placed in service on November 1, 2017.

North Montney

In March 2017, we filed an application with the NEB for a variance to the existing approvals for the North Montney project on the NGTL System to remove the condition that the project could only proceed once a positive FID is made for the Pacific Northwest LNG project. North Montney is now underpinned by restructured, 20-year commercial contracts with shippers and is not dependent on the LNG project proceeding. On April 19, 2017, the NEB granted an interim extension to March 31, 2018 of the sunset clause that was due to expire June 10, 2017. In-service dates are planned for April 2019 and April 2020, subject to regulatory approval.

On September 7, 2017, the NEB provided notice that a public hearing process would be used to consider our variance application. The NEB also stated it would consider the continued appropriateness and applicability of the tolling decisions and associated conditions of the original approval. On October 26, 2017, the NEB issued the Hearing Order indicating the oral portion of the hearing will begin the week of January 22, 2018 with a decision to follow within 12 weeks after the hearing conclusion.

NGTL 2018 Revenue Requirement

NGTL–s current two-year settlement, which established revenue requirements for the system, expires on December 31, 2017. NGTL is negotiating with its shippers for its revenue requirements for 2018 and potentially beyond. On October 31, 2017, we filed an application with the NEB for interim tolls effective January 1, 2018.

Canadian Mainline

Dawn Long-Term Fixed Price Service (LTFP)

In March 2017, we announced the successful conclusion of the long-term fixed-price open season on the Canadian Mainline for service from the Empress receipt point in Alberta to the Dawn hub in Southern Ontario. The open season resulted in binding, long-term contracts from WCSB gas producers to transport 1.5 PJ/d (1.4 Bcf/d) of natural gas at a simplified toll of $0.77/GJ. The term of each contract is 10 years and includes early termination rights that can be exercised following the initial five years of service and upon payment of an increased toll for the final two years of the contract. The application to the NEB for approval of the service was filed on April 26, 2017.

On September 21, 2017, the NEB approved this application, as filed, with an effective date of November 1, 2017. This new service provides our customers with toll certainty and improved market access enabling them to compete effectively with emerging supplies of natural gas from the Marcellus and Utica basins.

Canadian Mainline 2018 – 2020 Toll Review

The Canadian Mainline is required to file for approval of 2018-2020 tolls by December 31, 2017. Tolls were previously established for 2015 to 2017 in accordance with the terms of the 2015-2030 LDC Settlement. While the settlement specified tolls for the 2015 to 2020 period, the NEB ordered a toll review halfway through this six-year period. The review must include costs, forecast volumes, contracting levels, the deferral account balance, and any other material changes.

Maple Compressor Expansion Project

The Canadian Mainline has received requests for expansion capacity to the southern Ontario market plus delivery to Atlantic Canada via the TQM and PNGTS systems. The requests for approximately 86 TJ/d (80 MMcf/d) of firm service underpin the need for new compression at the existing Maple compressor site. Customers have executed 15-year precedent agreements to proceed with the project which has a revised estimated cost of $110 million. An application to the NEB for approval to proceed with the project is planned for fourth quarter 2017 to meet a November 1, 2019 in-service date.

Coastal GasLink

The continuing delay in the FID for the LNG Canada project triggered a restructuring of provisions in the Coastal GasLink project agreement with LNG Canada that results in the payment of certain amounts to TransCanada with respect to carrying charges on costs incurred. In September 2017, an approximate $80 million payment was received related to costs incurred since inception of the project, and quarterly payments of approximately $7 million will be received until further notice. We continue to work with LNG Canada under the agreement towards a FID.

Prince Rupert Gas Transmission

In July 2017, we were notified that PNW LNG would not be proceeding with their proposed LNG project and that Progress Energy (Progress) would be terminating their agreement with us for development of the PRGT project, effective August 10, 2017. In accordance with the terms of the agreement, all project costs incurred to advance the project, including carrying charges, are fully recoverable upon termination. As a result, we received a payment of $0.6 billion from Progress in October 2017.

U.S. NATURAL GAS PIPELINES

Leach XPress Project

The Leach XPress project is expected to have a US$100 million increase in its capital project cost due to delays caused by weather on the project–s construction schedule and the resulting increase in contractor costs. Leach XPress is expected to be placed in service in early January 2018.

Rayne XPress Project

Rayne Xpress was placed in service November 2, 2017. This Columbia Gulf project will transport approximately 1.1 PJ/d (1.0 Bcf/d) of supply from an interconnect with the Leach XPress pipeline project, and another interconnect, to markets along the system and to the Gulf Coast.

Mountaineer XPress Project

The Mountaineer XPress project is expected to have a US$600 million increase in its capital project cost due to increased construction cost estimates. As a result of a cost sharing mechanism, overall project returns are not anticipated to be materially affected. Mountaineer XPress is expected to be placed in service in fourth quarter 2018.

Midstream – Gibraltar Pipeline Project

The Gibraltar Midstream project, a 1,000 TJ/d (934 MMcf/d) dry gas header pipeline in southwest Pennsylvania, was placed in service November 1, 2017.

Buckeye XPress Project

The Buckeye XPress project (BXP) represents an upsizing of an existing pipeline replacement project under our Columbia Gas modernization program. The US$0.2 billion cost to upsize the replacement pipe and install compressor upgrades will enable us to offer 290 TJ/d (275 MMcf/d) of incremental pipeline capacity to accommodate growing Appalachian production. We expect BXP to be placed in service in late 2020.

Portland XPress Project

PNGTS has executed Precedent Agreements with several LDCs in New England and Atlantic Canada to re-contract certain system capacity set to expire in 2019, as well as expand the PNGTS system to bring its certificated capacity up to 280 TJ/d (265 MMcf/d). The approximately US$80 million Portland XPress Project (PXP) will proceed concurrently with upstream capacity expansions. The in-service dates of PXP are being phased-in over a three year period beginning November 1, 2018.

FERC Update

The FERC regained a quorum of three commissioners in August 2017 and two additional commissioners were approved by the U.S. Senate on November 2, 2017. The FERC has stated that it intends to expeditiously address the resulting backlog of pending applications. We expect the FERC certificates for the WB XPress, Mountaineer XPress and Gulf XPress projects to be received in fourth quarter 2017.

Great Lakes

Rate Case

On October 30, 2017, Great Lakes filed a rate settlement with the FERC to satisfy its obligations from its 2013 rate settlement for new rates to be in effect by January 1, 2018. The 2017 Great Lakes Settlement, if approved by the FERC, will decrease Great Lakes– maximum transportation rates by 27 per cent beginning October 1, 2017. Great Lakes expects that the impact from other changes, including the recent long-term transportation contract with the Canadian Mainline as described below, other revenue opportunities on the system and the elimination of the revenue sharing mechanism with its customers, will more than offset the full year impact of the reduction in Great Lakes– rates beginning in 2018. The 2017 Great Lakes Settlement does not contain any moratorium and Great Lakes will be required to file for new rates no later than March 31, 2022, with new rates to be effective October 1, 2022.

Impact of Dawn LTFP

In conjunction with the Canadian Mainline–s LTFP service, Great Lakes entered into a new 10-year gas transportation contract with the Canadian Mainline. This contract received NEB approval in September 2017 and became effective on November 1, 2017. This contract contains volume reduction options up to full contract quantity beginning in year three.

Northern Border Settlement

Northern Border and its shippers have been engaged in settlement discussions and have recently agreed to a settlement-in-principle addressing all rate and service related issues raised during the settlement discussions. Northern Border plans to file a settlement agreement with the FERC before the end of the year, reflecting the settlement-in-principle, precluding the need to file a general rate case as contemplated by its 2012 settlement. Northern Border anticipates that the FERC will accept the settlement agreement and that it will be unopposed. This will provide Northern Border with rate stability over the longer term. At this time, we do not believe that the final outcome of the settlement will have a material impact on our consolidated results. We have a 13 per cent indirect ownership interest in Northern Border through TC PipeLines, LP.

Sale of Iroquois and PNGTS to TC PipeLines, LP

In June 2017, we closed the sale of a 49.34 per cent interest in Iroquois Gas Transmission System, LP and our remaining 11.81 per cent interest in PNGTS to TC PipeLines, LP valued at US$765 million. Proceeds were comprised of US$597 million in cash and US$168 million representing a proportionate share of Iroquois and PNGTS debt.

Columbia Pipeline Partners LP

In February 2017, we completed the acquisition, for cash, of all outstanding publicly held common units of CPPL at a price of US$17.00 and a stub period distribution payment of US$0.10 per common unit for an aggregate transaction value of US$921 million.

MEXICO NATURAL GAS PIPELINES

TransGas

In third quarter 2017, we recognized an impairment charge of $12 million on our 46.5 per cent equity investment in TransGas de Occidente S.A. (TransGas). TransGas constructed and operated a natural gas pipeline in Colombia for a 20-year contract term. As per the terms of the agreement, upon completion of the 20-year contract in August 2017, TransGas transfered its pipeline assets to Transportadora de Gas Internacional S.A.. The impairment charge represents the write-down of the remaining carrying value of our equity investment.

LIQUIDS PIPELINES

Energy East and Related Projects

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, 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 will not be proceeding with the Energy East and Eastern Mainline project applications. We have also notified Quebec–s Ministere du Developpement durable, de l–Environnement, et de la Lutte contre les changements climatiques that we are 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 U.S. Department of State was notified on October 5, 2017, that we will no longer be pursuing the U.S. Presidential Permit application for that project.

We are reviewing the approximate $1.3 billion carrying value of the projects, including AFUDC capitalized since inception, and expect an estimated $1 billion after-tax non-cash charge will be recorded 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 expected.

Keystone XL

In March 2017, the U.S. Department of State issued a U.S. Presidential Permit authorizing construction of the U.S./Canada border crossing facilities of the Keystone XL pipeline. We discontinued our claim under Chapter 11 of the North American Free Trade Agreement and have also withdrawn the U.S. Constitutional challenge. With the receipt of the U.S. Presidential Permit, we will continue to work through the Nebraska PSC process to obtain route approval through that state and with other U.S. federal agencies to obtain ancillary permits.

Given the passage of time since the Keystone XL Presidential Permit application was previously denied in November 2015, we are updating the shipping contracts and anticipate the core contract shipper group will be modified with the introduction of new shippers and reductions in volume commitments by other shippers. We anticipate commercial support for the project to be substantially similar to that which existed when we first applied for a Keystone XL pipeline permit.

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 pipeline project from Hardisty, Alberta to markets in Cushing, Oklahoma and the U.S. Gulf Coast. On September 6, 2017, we extended this open season to October 26, 2017 due to the impact caused by Hurricane Harvey to Houston, Texas and parts of the U.S. Gulf Coast. We are currently analyzing the results of the open season.

In February 2017, we filed an application with the Nebraska Public Service Commission (PSC) seeking approval for the Keystone XL pipeline route through that state. In August 2017, the Nebraska PSC concluded the public hearing for the Keystone XL pipeline and final written submissions were submitted in September 2017. The Nebraska PSC will review all comments gathered from the public meetings, the written submissions and the hearing before making a final decision on the route permit which is expected by the end of November 2017.

Grand Rapids

In late August 2017, the Grand Rapids pipeline, jointly owned by TransCanada and PetroChina Canada Ltd. (formerly Brion Energy Corporation) was placed in service. The 460 km (287 mile) crude oil transportation system plays a key role in connecting producing areas northwest of Fort McMurray, Alberta, to terminals in the Edmonton/Heartland region.

Northern Courier

Northern Courier, a 90 km (56 mile) pipeline which transports bitumen and diluent between the Fort Hills mine site and Suncor Energy–s terminal located north of Fort McMurray, Alberta, achieved commercial in-service on November 1, 2017.

ENERGY

U.S. Power

Monetization of U.S. Northeast power business

In April 2017, we closed the sale of TC Hydro to Great River Hydro, LLC for US$1.07 billion resulting in a gain of $715 million ($440 million after tax) recorded in 2017.

In June 2017, we closed the sale of Ravenswood, Ironwood, Ocean State Power and Kibby Wind to Helix Generation, LLC for US$2.029 billion. An additional loss on sale of approximately $226 million ($183 million after tax) was recorded in 2017, primarily related to an adjustment to the purchase price and repair costs for an unplanned outage at Ravenswood prior to close. Insurance recoveries for a portion of the repair costs are expected to be received by the end of 2017 and will partially reduce this loss.

Proceeds from the sale transactions were used to fully retire the remaining bridge facilities that partially funded the acquisition of Columbia.

After assessing our options, we initiated the wind down of our U.S. power marketing operations and will realize the value of the remaining marketing contracts and working capital over time.

Ontario Solar

On October 24, 2017, we entered into an agreement to sell our Ontario Solar portfolio, comprised of eight facilities with a total generating capacity of 76 MWs, to Axium Infinity Solar LP for approximately $540 million. The sale is expected to close by the end of 2017, subject to certain regulatory and other approvals, and will include customary closing adjustments. The transaction is expected to result in an estimated gain of $130 million before tax ($100 million after tax) to be recognized upon closing.

Financial condition

We strive to maintain strong financial capacity and flexibility in all parts of the economic cycle. We rely on our operating cash flow to sustain our business, pay dividends and fund a portion of our growth. In addition, we access capital markets to meet our financing needs, manage our capital structure and to preserve our credit ratings.

We believe we have the financial capacity to fund our existing capital program through our predictable and growing cash flow from operations, access to capital markets (including through our At-The-Market (ATM) equity issuance program), our Dividend Reinvestment Plan (DRP), portfolio management including proceeds from potential drop downs of additional natural gas pipeline assets to TC PipeLines, LP, cash on hand and substantial committed credit facilities.

At September 30, 2017, our current assets were $5.8 billion and current liabilities were $11.4 billion, leaving us with a working capital deficit of $5.6 billion compared to a surplus of $0.4 billion at December 31, 2016. Our working capital deficiency is considered to be in the normal course of business and is managed through:

COMPARABLE FUNDS GENERATED FROM OPERATIONS

Comparable funds generated from operations, a non-GAAP measure, decreased $125 million for the three months ended September 30, 2017 compared to the same period in 2016 primarily due to lower comparable EBITDA (excluding income from equity investments) and increased funding of our U.S. employee post-retirement benefit plans, partially offset by higher distributions from our equity investments and interest income and other.

Comparable funds generated from operations increased $445 million for the nine months ended September 30, 2017 compared to the same period in 2016 primarily due to higher comparable EBITDA (excluding income from equity investments) and higher distributions from our equity investments, partially offset by higher interest expense and increased funding of our employee post-retirement benefit plans.

COMPARABLE DISTRIBUTABLE CASH FLOW

Comparable distributable cash flow, a non-GAAP measure, helps us assess the cash available to common shareholders before capital allocation. The decrease for the three months ended September 30, 2017 compared to the same period in 2016 was primarily driven by the decrease in comparable funds generated from operations and higher maintenance capital expenditures. The increase on a year-to-date basis is primarily due to the increase in comparable funds generated from operations, partially offset by higher maintenance capital expenditures. Comparable distributable cash flow per common share for the three and nine months ended September 30, 2017 also includes the dilutive effect of issuing 161 million common shares in 2016, of which 60 million were issued in fourth quarter 2016.

Although we deduct maintenance capital expenditures in determining comparable distributable cash flow, in certain of our rate-regulated businesses, maintenance capital expenditures are included in their respective rate bases on which we earn a regulated return and recover depreciation through future tolls.

The following provides a breakdown of maintenance capital expenditures:

Capital expenditures in 2017 were primarily related to:

Costs incurred on Capital projects in development primarily related to spending on the Energy East and LNG-related pipeline projects.

Contributions to equity investments have increased in 2017 compared to 2016 primarily due to our investments in Sur de Texas, Bruce Power and Northern Border, partially offset by decreased contributions to Grand Rapids which is now in service. Contributions to equity investments also includes our proportionate share of Sur de Texas debt financing requirements.

Restricted cash in 2016 represented the amount held in escrow at June 30, 2016 for the purchase of Columbia on July 1, 2016.

In second quarter 2017, we closed the sale of our U.S. Northeast power generating assets for net proceeds of $4,147 million.

Other distributions from equity investments reflects Bruce Power financings undertaken to fund its capital program and make distributions to its partners. In second quarter 2016, Bruce Power issued senior notes in the capital markets and borrowed under a bank credit facility which resulted in $725 million being received by us. In first quarter 2017, Bruce Power issued additional senior notes in the capital markets which resulted in $362 million being received by us.

LONG-TERM DEBT ISSUED

The following table outlines significant debt issuances:

LONG-TERM DEBT REPAID

The following table outlines significant debt repaid:

The acquisition bridge facilities were put into place to finance a portion of the Columbia acquisition. Proceeds from the sales of the U.S. Northeast power assets were used to fully retire the remaining acquisition bridge facilities in second quarter 2017.

In May 2017, the Trust issued $1.5 billion of Trust Notes – Series 2017-B (Trust Notes) to third party investors with a fixed interest rate of 4.65 per cent for the first ten years converting to a floating rate thereafter. All of the proceeds of the issuance by the Trust were loaned to TCPL for $1.5 billion of junior subordinated notes of TCPL at an initial fixed rate of 4.90 per cent, including a 0.25 per cent administration charge. The rate will reset commencing May 2027 until May 2047 to the then three month Bankers– Acceptance rate plus 3.33 per cent per annum; from May 2047 until May 2077, the interest rate will reset to the then three month Bankers– Acceptance rate plus 4.08 per cent per annum. The junior subordinated notes are callable at TCPL–s option at any time on or after May 18, 2027 at 100 per cent of the principal amount plus accrued and unpaid interest to the date of redemption.

In March 2017, the Trust issued US$1.5 billion of Trust Notes – Series 2017-A (Trust Notes) to third party investors with a fixed interest rate of 5.30 per cent for the first ten years converting to a floating rate thereafter. All of the proceeds of the issuance by the Trust were loaned to TCPL for US$1.5 billion of junior subordinated notes of TCPL at an initial fixed rate of 5.55 per cent, including a 0.25 per cent administration charge. The rate will reset commencing March 2027 until March 2047 to the then three month LIBOR plus 3.458 per cent per annum; from March 2047 until March 2077, the interest rate will reset to the then three month LIBOR plus 4.208 per cent per annum. The junior subordinated notes are callable at TCPL–s option at any time on or after March 15, 2027 at 100 per cent of the principal amount plus accrued and unpaid interest to the date of redemption.

Pursuant to the terms of the Trust Notes and related agreements, in certain circumstances (1) TCPL may issue deferral preferred shares to holders of the Trust Notes in lieu of interest; and (2) TransCanada and TCPL would be prohibited from declaring or paying dividends on or redeeming their outstanding preferred shares (or, if none are outstanding, their respective common shares) until all deferral preferred shares are redeemed by TCPL. The Trust Notes may also be automatically exchanged for preferred shares of TCPL upon certain kinds of bankruptcy

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