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AGM 2016

Apr 29, 2016

S. Barry Jackson
Chair, TransCanada Corporation

Good morning, everyone. As we're getting settled in our seats, it is 10:00, we're going to start the meeting. Just as an aside, as many of you are aware, the Markin MacPhail Centre here at Canada Olympic Park is a new venue for us. By all accounts, from the staff, it's been a very positive experience. I know from the TransCanada side of things, the people who were coordinating our side really did want to extend a sincere thank you for all the work that the staff here have done. Importantly for us, money spent at winter sport facilities, including this one, supports not only Canadian high-performance athletes but also helps the community facility that introduces thousands of Calgarians to winter sports and other outdoor activities every year.

It's a privilege to be associated with an association like this, and we're interested to see how it works out over the course of the year. Well, good morning. It is 10:00, I'll call this meeting to order, please. My name is S. Barry Jackson. I'm the Chair of TransCanada Corporation, and on behalf of the board of directors and the management of the company, I'd like to welcome everyone here today. Along with the staff and the management and the board, we have a number of shareholders with us, and we also have a number of former directors today. Thank you all for attending. As usual, we need to deal with a couple of housekeeping matters. Firstly, if you haven't already done so, please ensure your cellphone is turned off for the duration of the meeting.

We'd ask that you refrain from taking photos and be advised that no recording devices may be used during the meeting at all. Secondly, we're conscious of safety, if there should be an alarm that sounds during the meeting, please follow the instructions of the Canada Olympic Park staff that are here in terms of directing us to safety. Let's move into the business of the meeting, and I'll start by introducing those here on the stage. On my immediate left is Russ Girling, President and Chief, and to his left is Kristine Johnson, Vice President, Law, and Corporate Secretary. Other members of TransCanada's senior management group are present as well, and I'll introduce them and ask that they please stand and remain standing until I've called the entire group. Alex Pourbaix, Chief Operating Officer. Karl Johannson, Executive Vice President and President of Natural Gas Pipelines.

Don Marchand, Executive Vice President, Corporate Development, and Chief Financial Officer. Wendy Hanrahan, Executive Vice President of Corporate Services. Bill Taylor, Executive Vice President and President of Energy. Kristine Delkus, Executive Vice President of Stakeholder Relations and General Counsel. Paul Miller, Executive Vice President and President of Liquids Pipelines. Thank you all. This group will also be here to answer questions during the reception. With regard to the business of the meeting, please remember that only registered common share proxy holders who have registered for this meeting are entitled to participate.

The purpose of the meeting, as outlined in the management circular dated February 23rd, 2016, is for the common shareholders to receive the 2015 consolidated financial statements and auditors' report, to elect directors, to appoint auditors, to consider and approve on an advisory basis TransCanada's approach to executive compensation, to consider and approve a resolution to amend and increase the reserve of TransCanada's stock option plan, and to consider and approve the continuation of the shareholder rights plan as described in the circular. There's to make and second motions. As well, as usual, after the formal meeting, Russ Girling will provide an update of the company's activities and its plans for the future, followed by a question and answer session. In accordance with bylaw number one of the company, I now appoint Steven Bandola and Dean Nagler, representatives of Computershare Trust Company of Canada, to act as scrutineers.

The preliminary report by the scrutineers indicates that a quorum is present, and I would ask that the scrutineers submit their final report on attendance when ready. Kristine Johnson will now report on the mailing of the notice calling this meeting and advise us about the process the meeting will follow. Any questions on the conduct of the meeting will be referred to Ms. Johnson. Chris, can you walk us through that?

Christine Johnston
Vice President, Law and Corporate Secretary, TransCanada Corporation

Thank you, Barry. Mr. Chairman, the mailing of the notice of availability of proxy materials and the form of proxy was completed by March 22nd, 2016, to common shareholders of record on the securities register of the company at the close of business March 14th, 2016, in accordance with applicable laws. An affidavit attesting to the mailing of the notice and the form of proxy is hereby placed before the meeting. Where required or requested, the management information circular and the annual report were mailed to shareholders. Those documents have also been made available for review on the company's website. I'd like to inform you that we'll be conducting a vote by ballot for each item of business today, with the exception of the appointment of auditors.

For process to be followed after the formal part of the meeting today, shareholders and proxy holders in attendance have been provided with question cards. You may write your questions on the card and then please sign and print your name legibly on the card and indicate whether you are a shareholder or proxy holder. Those listening by webcast may also ask questions electronically via the webcast. Please indicate when you have your question card ready, and we will collect the cards and questions received through the webcast before and during the question and answer session. All questions from people identifying themselves as shareholders will be answered individually or by grouping with other similar questions. If we do not have enough time to respond today, a written response will be sent at a later time if your name, address, or email address are included on the card.

We will also respond to questions from the floor after Russ's presentation.

S. Barry Jackson
Chair, TransCanada Corporation

Thank you, Chris. As the notice of meeting has been given and a quorum is present, I hereby declare that this meeting is duly called and constituted for the transaction of business. With regard to the first item, the annual report, including the consolidated financial statements and auditor's report, has been made available for review by shareholders in accordance with applicable Canadian corporate and securities law. Copies of the management information circular, the annual report, along with a summary of TransCanada's corporate social responsibility report, are also available at the display booths set up just outside. As well, representatives of KPMG will be available to answer questions during the general question period. The next matter is the election of directors, each of whom will hold office until the next annual meeting of shareholders or until their successors are earlier elected or appointed.

I'll now introduce the current directors who are present here today and standing for re-election. Please stand as I call your name. Kevin Benson, Derek Burney, Russ Girling, John Lowe, Paula Reynolds, John Richels, Mary Pat Salomone, Mike Stewart, Siim Vanaselja, Rick Waugh, myself, Barry Jackson. In addition, we have a new nominee for election this year. I'd like to introduce Dr. Indira Samarasekera. Dr. Indira Samarasekera brings considerable experience in engineering, governance, government and regulatory, and management. We're very pleased to have Dr. Indira Samarasekera join us at the meeting as a nominee for election. Indira is standing. Thank you very much for joining us, Indira. You will also have noted that Paule Gauthier is not standing for re-election this year. Madam Gauthier is retiring from the board effective today. She is here with us. Paule, would you please stand?

Paule has provided many years of dedicated service to TransCanada and our shareholders. She's been a director for 14 years, where she made significant contributions to the board and its committees. Most recently, she served on the Health, Safety, and Environment Committee and on the Human Resources Committee that oversee our health safety security and environmental practices and procedures and help the board develop strong human resources policies and plans. Paule will be greatly missed. On behalf of the board members and management, Paule, I'd like to thank you for your significant contributions that you've made to the success of TransCanada over all of those years. Moving on. The board has set the number of directors to be elected at 12. The term of office of each of the current directors expires at the end of this meeting.

The term of office proposed for each nominee is one year, expiring at TransCanada's 2017 AGM or until a successor is earlier elected or appointed. Again, a reminder that only registered shareholders present in person or proxy holders, those of you holding the blue voting cards, are entitled to vote on the resolution. Can I have a motion to nominate the directors?

Christine Johnston
Vice President, Law and Corporate Secretary, TransCanada Corporation

Mr. Chairman, I nominate the following individuals to serve as directors of the company to hold office until the next annual meeting of shareholders or until their successors are earlier elected or appointed: Kevin Benson, Derek Burney, Russell Girling, Barry Jackson, John Lowe, Paula Rosput Reynolds, John Richels, Mary Pat Salomone, Dr. Indira Samarasekera, Michael Stewart, Siim Vanaselja, Rick Waugh.

S. Barry Jackson
Chair, TransCanada Corporation

Thank you. We did not receive any additional director nominations in accordance with our advance notice bylaws, I now declare the nominations closed. As indicated previously, the vote on the election of directors will be made by ballot. Chris, will you give us instructions for use of the ballot?

Christine Johnston
Vice President, Law and Corporate Secretary, TransCanada Corporation

Registered shareholders present in person or proxy holders representing shareholders were given an orange ballot. Proxy holder who did not receive an orange-colored ballot, please raise your blue voting card so that the scrutineers can provide you with a ballot. Proxies held by management will be voted on the ballot as indicated in the proxies. You will note that the 12 names have been pre-printed on one side of the ballot. You are to vote for each candidate for election by placing an X in the for or withhold box beside each name. You may only vote for or withhold for the director nominees listed. You do not need to provide an indication for all director nominees. The nominees for whom you haven't voted will be voted for in accordance with management's recommendation.

If you vote for a person who has not been nominated, which would require you to manually write in their name, the ballot will be spoiled and not counted. After completion, please sign the ballot, and the scrutineers will come around to collect them.

S. Barry Jackson
Chair, TransCanada Corporation

Thanks. We'll wait for a minute while the ballots are being collected. I'm not seeing many ballots held up out there. There are a couple, so we'll just give it a minute. Looks as though they're all gathered. I'll declare the balloting on this matter closed, and we'll now return to the agenda and receive the scrutineer's report on the voting auditors. Is there a motion in connection with the auditors?

Speaker 10

Mr. Chairman, I move the resolution appointing KPMG LLP, chartered professional accountants, as auditors of the company until the next annual meeting of shareholders and authorizing the directors to fix their remuneration.

S. Barry Jackson
Chair, TransCanada Corporation

Thank you. Is there a seconder?

Speaker 11

Mr. Chairman, I second the motion.

S. Barry Jackson
Chair, TransCanada Corporation

Thank you. All those in favor, please raise your hands. Contrary, if any. I declare the motion carried. Next item is the consideration and approval on an advisory basis of an ordinary approach to executive compensation. In order to ensure an appropriate level of director accountability to the shareholders for the compensation decisions, the board of directors has determined that a shareholder advisory vote on executive compensation, commonly known as a say on pay, would be beneficial. The board of directors is asking shareholders to consider, and if deemed advisable, to approve a resolution accepting TransCanada's approach to executive compensation.

The text of the resolution is specifically set out in the information circular, and while the vote is on an advisory basis and not binding, the board will take into account the results of the vote when considering future compensation policies and results of the vote as part of the reporting on broader voting results for this meeting. Can I please have a motion in connection with the resolution to accept the company's approach to executive compensation?

Speaker 12

Mr. Chairman, I move the resolution to accept, on an advisory basis, the company's approach to executive compensation as described in the management information circular.

S. Barry Jackson
Chair, TransCanada Corporation

Thank you. Is there a seconder?

Speaker 10

Mr. Chairman, I second the motion.

S. Barry Jackson
Chair, TransCanada Corporation

Thank you. As indicated previously, the advisory vote will be made by ballot, which can be found on the yellow ballot provided to registered shareholders and proxy holders. If you've previously signed and returned your proxy, your vote's already been recorded, and you do not need to vote now. For those who haven't done that, please vote by marking an X in the box, which indicates for or against. I'll declare that we'll deal with over the next few minutes. Please hold on to them, and we'll collect them after all the votes are taken. The next matter is the consideration of an ordinary resolution to amend and increase the number of shares reserved for issuance under the stock option plan. The board approved an increase to the number of shares by 10 million and to amend and reconfirm the plan.

The increase in the total number of common shares reserved under the stock option plan must be approved by a simple majority of the votes cast at the meeting in order to be effective. The board also determined it would be appropriate to make a minor change to the amendment section of the plan to clarify that the board cannot change that amendment section without shareholder approval. This is also part of the resolution. All of the proposed amendments are described in detail in the management information circular. If approval to increase the reserve and reconfirm and amend the plan is not received, no further grants of options will be possible under the stock option plan. However, it would continue on the same terms as it was the day before the meeting in respect of options previously granted.

The resolution also must be passed by a simple majority of the votes cast at the meeting. Again, the results of the vote will be disclosed as part of the reporting results in general. Is there a motion in connection with the resolution to amend and increase the reserve of stock options?

Speaker 13

Mr. Chairman, I move the resolution to approve the increase in the number of common shares of the company reserved for issuance pursuant to the exercise of stock options under the company's stock option plan by an additional 10 million common shares, to reconfirm and amend the company's stock option plan as management information circular.

S. Barry Jackson
Chair, TransCanada Corporation

Thank you. Is there a seconder?

Speaker 10

Chairman, I second the motion.

S. Barry Jackson
Chair, TransCanada Corporation

Thank you. This vote will use the yellow ballot provided. Please mark on the ballot by marking an X in the appropriate box. I will declare the balloting on this matter closed. Next item of business is the consideration of an ordinary resolution to continue and approve the amended and restated shareholder rights plan dated April 26, 2013. The primary objective of shareholder rights plans in general and ours specifically, is to provide the board of directors with sufficient time to explore and develop alternatives for maximizing shareholder value if a takeover bid is made for the company, and to provide every shareholder with an equal opportunity to participate in such a bid. No amendments are being proposed to the 2013 rights plan. This resolution is simply to continue the current plan.

The board believes that maintaining the shareholder rights plan is in the best interest of the corporation and its shareholders. A summary of the key terms of the plan are set out in the information circular, and the continuation of the amended and restated plan also must be approved by a simple majority of votes cast at this meeting. If the resolution is not passed, the plan will terminate, and the rights will cease to have an effect. Can I have a motion in connection with the resolution to continue and approve the shareholder rights plan?

Speaker 14

Mr. Chairman, I move the resolution to continue and approve the restated shareholder rights plan as described in the management information circular.

S. Barry Jackson
Chair, TransCanada Corporation

Thank you. Is there a seconder?

Speaker 14

Mr. Chairman, I second the motion.

S. Barry Jackson
Chair, TransCanada Corporation

Thank you. Again, we're going to use the yellow-colored ballot, and if you've previously signed and returned your proxy, you do not need to vote here today. For those who are voting, please use the ballot by marking an X, for or against, as the case may be. Also, please sign and print your name on the bottom of the ballot. The scrutineers will now collect those ballots. Any more to be collected? Please hold them high. Thank you. I declare the balloting on this matter closed and ask the scrutineers to advise the Corporate Secretary when they've completed the counting of the ballots and are ready to report. We'll take a brief pause here while we wait for the scrutineers to do that, and please remain seated. This shouldn't take all that long.

The Corporate Secretary has received the scrutineers' final report on attendance and the results of the votes taken by ballot. Kristine, would you please provide the results to the meeting?

Christine Johnston
Vice President, Law and Corporate Secretary, TransCanada Corporation

The scrutineers' report on attendance at the meeting has now been received. It shows that there are a total of 2,510 holders of common shares present in person entitled to vote in their own right or by proxy, being 55.69% of the issued shares of the company. I've also received the reports of the scrutineers on the election of directors, the acceptance and the approval of the company's approach to executive compensation, the amendment and increase to the reserve of TransCanada's stock option plan, and the amendment to the bylaws and the continuance of the shareholder rights plan as described in the circular. The scrutineers' report indicates that each item of business has received at least a majority of votes cast in favor. The detailed results of each item of business will be filed on SEDAR by no later than Tuesday, May 3rd, 2016.

S. Barry Jackson
Chair, TransCanada Corporation

Thank you, Chris. Directors of the company until the next annual meeting or until their successors are earlier elected or appointed. In addition, I declare that the resolution with respect to the acceptance of TransCanada's approach to executive compensation has been passed. Further, I declare that the resolution to amend and increase the reserve of the stock option plan has passed. Lastly, I declare that the resolution to continue the shareholder rights plan has been passed. I direct the scrutineers' report on the ballots be annexed to the minutes of the meeting. With that, is there any further business to be brought before the meeting? If not, can I have a motion to conclude?

Speaker 13

Mr. Chairman, I move that the meeting be concluded.

S. Barry Jackson
Chair, TransCanada Corporation

Thank you. Is there a seconder?

Speaker 14

Mr. Chairman, I second the motion.

S. Barry Jackson
Chair, TransCanada Corporation

You've all heard the motion. All shareholders in favor, please raise your hand. Contrary, if any. Carried. With that, Russ, I think the podium is yours.

Russ Girling
President and CEO, TransCanada Corporation

Thank you, Barry. Thank you all for taking the time to be with us here today for our annual and special meeting. As you know, 2015 has been an extremely challenging year for the energy industry, as the impact of low oil and gas prices has been felt throughout the whole value chain, from the wellhead to drilling to projects. However, as you know, as a company, our direct exposure to commodity prices has been limited, with the majority of our revenues being generated from assets that are either rate regulated or underpinned by long-term contracts. As a result of that, we've continued to deliver solid results throughout this downturn over, say, the last fall, a transformational growth plan for this company. Our pipelines and power generation facilities continue to meet the needs of millions of people and business- North America every day.

We continue to make progress in developing the new critical energy infrastructure that this country and North America is going to continue to need in the future. In fact, that is the reason why we chose this photo for our cover annual report this year. It was taken by Kelsey Cote, who's one of our project engineers, working in Northern Alberta. She's obviously a talented photographer as well. She took this picture of a horizontal directional drilling operation that we had going on in Northern Alberta. This is a 24-inch piece of pipe that's springing across several hundred yards here as part of an ongoing expansion of our NGTL System. Apart from this being a great photo, I think it highlights the magnitude of what our people do every day on the ground.

I think it's a good reminder that despite the setbacks that we've had in many of our long-term projects, our company's still out there doing what we do best every day, building and operating the energy infrastructure in a safe and responsible manner. I'm going to take the next 20 minutes or so and walk you through our successes and challenges throughout the last year, and I think what looks like a very promising future for your company. Before I get started, as always, I need to remind you that my remarks will include forward-looking statements that are subject to important risks and uncertainties. For more information on those risks and uncertainties, you can look to our filings with Canadian securities regulators and with the U.S. Securities and Exchange Commission.

As well during my presentation, I'll refer to such terms as earnings before interest, taxes, depreciation, and amortization, or EBITDA. It's one of our favorite terms. Funds generated from operations, comparable earnings, and comparable distributable cash flow. These are non-GAAP measures and therefore may not be comparable to similar measures presented by other companies. With those formalities out of the way, I'd like to get started by talking about who we are today. After 65 years of steady growth, TransCanada's footprint now extends across North America in Canada, the United States, and Mexico, in three core businesses, natural gas pipelines, liquids pipelines, and power generation. Today, we're one of the largest natural gas transmission companies in North America. We tap into most major supply basins, and we supply most major markets.

We have about 14 billion cubic feet a day, or about 20% of all the gas that moves in North America. We've quietly become one of the largest private sector power companies in Canada, with 17 power facilities in Canada and United States. Today, we produce enough power to supply more than 10 million homes. Again, another significant accomplishment for this company. At the same time, we've developed an enviable position in the liquid hydrocarbons transportation business through our Keystone Pipeline system, which now delivers about one-fifth of Canadian crude oil exports to our only market at the current time, which is in the United States. As I said earlier, this is a diversified portfolio of high-quality assets that's critical to delivering the energy that North America needs. In addition, it provides us, as a company, with an enviable platform upon which to continue to grow our company.

Our financial strategy has remained pretty much unchanged for the last 15 years. I think you've heard me talk about it for about that long. Simply, we seek to reinvest our growing free cash flow and our debt capacity into low-risk energy infrastructure assets that are supported by strong market fundamentals and underpinned by regulated business structures or by long-term contracts. Over the last 15 years, we've invested over CAD 55 billion into our core businesses, into those core geographies. This has resulted in steady growth in earnings and cash flow, along with greater diversification and greater predictability. Today, more than 90% of our EBITDA, that's the term I talked about earlier, is generated by regulated or long-term contracted assets, and that percentage is a number that we expect to grow as we move into the future.

Over the last 15 years, our strong financial performance has allowed our board of directors to raise our dividend every year from CAD 0.80 in 2000 to the current rate of CAD 2.26 today on an annualized basis. That, in turn, has contributed to a significant increase in our share price from approximately CAD 10 a share at the start of 2000 to over CAD 50 today. That share price appreciation, combined with the growing dividend, has resulted in a 13% average annual total shareholder return since 2000. I think it's a good accomplishment, especially in the current market environment. Looking forward, I'm extremely confident that we are well-positioned to continue to invest in our core businesses, grow cash flow and earnings, steadily grow our dividends, and continue to deliver significant shareholder value as we have done over the last couple of decades.

A lot has changed, though, in the energy industry over the last few years. Today, our industry is facing, as I mentioned earlier, some pretty unprecedented headwinds. As you can see here, prices for oil and natural gas are at the lowest levels we've seen in a number of years. That, as you've seen over the last week by our customer reportings, has had a significant impact on our customers who are under significant pressure to reduce their costs in order to remain viable and profitable. We recognize that going forward, our customers are going to need us to be as cost-competitive as we possibly can. That is why last year we embarked on a significant reorganization of our company to ensure that we're conducting our business in the most effective and efficient manner possible.

I know it's not been easy, as many of our people in our company have seen their job profiles change, their reporting structures change. At the same time, we've had to reduce the size of our workforce. I believe that these changes are necessary. I'm again extremely confident that they are going to position us to remain competitive and to be the service provider of choice for our customers for many years to come. Just additions, as I mentioned, our base business continued to perform well in 2015. Excluding specific items such as the denial of the Keystone Pipeline last year, comparable earnings and funds generated from operations reached record levels. We increased our dividend. In 2015, we generated EBITDA of about CAD 5.9 billion and funds generated from operations were about CAD 4.5 billion.

At the same time, comparable earnings per share rose to CAD 2.48, while distributable cash flow per share reached CAD 5. That is all the financial performance compared to 6% increase in comparable earnings per share compared to the first quarter of last year. Comparable EBITDA remains solid at about CAD 1.5 billion. Funds generated from operations also remains strong at about CAD 1.1 billion. Comparable distributable cash flow is CAD 970 million or CAD 1.38 per common share. With that performance out of the way, I guess I'd like to talk now, turn to the future, and talk about the opportunities that lie ahead for TransCanada and our plans to continue to grow cash flow, earnings, and dividends into the future. I'd like to start that discussion by putting things into perspective by looking at a 2040 demand across the globe over the next 25 years.

There's a chart that uses information from the International Energy Agency. The International Energy Agency predicts, as all sort of forecasters do at the current time, that global demand for energy will continue to rise by about 30% by 2040. At the same time, we all know that there will be a concerted effort to shift energy consumption to a less carbon-intensive mix. As you can see on this chart, the bars represent the demand for the primary global energy demand by source. The blue portion of the bars represents the current global demand by energy source. The green portion represents the expected demand growth for each energy source by 2040. As you can see, the fastest-growing energy source is expected to be renewables, things like solar and wind.

Even at the rapid pace that they're growing by 2040, according to this forecast and many others, renewables will still only satisfy about 5% of the world's primary energy needs. While renewables will play an increasingly important role, the reality is the world is going to need growing supplies of all sources of energy for many decades yet to come. Yes, that does include more oil and more gas. According to the IEA, that will translate into CAD trillions of investment required in new energy infrastructure. Looking forward, that global trend is reflected in the transformational growth plans at our company that are well underway. In our power business, we are developing renewables, but we are also developing new gas-fired generation, and we're making significant investment in the nuclear refurbishment of Bruce Power.

In our liquids businesses, in both Canada and the United States, we're developing both upstream and downstream connections to move growing supplies of crude oil from the wellhead to the market. In our natural gas division, we're expanding our network to connect growing supplies of natural gas to growing power markets, to industrial markets, and to LNG export markets. It's a plan that now totals almost CAD 90 billion in new projects and strategic acquisitions. Close to half of which, I would say, are near-term, lower-risk opportunities that we'll be able to execute on in the near term. I'll get into a little more detail into those in a few minutes, but I'd first like to touch on our overall strategy and what our focus is for maximizing shareholder value. Looking forward, we will remain focused on the same priorities that we put in place in 2000.

The first priority, and you've heard these before, continues to be an unwavering focus on maximizing the value of our CAD 64 billion asset base today and ensuring those facilities run safely every day. Second, we're focused on executing our near-term growth plans. Today, they include completing the $13 billion acquisition of Columbia Pipeline, as well as a pro forma combined portfolio of CAD 24 billion of near-term growth opportunities. At the same time, we'll continue to work towards securing permits, and beginning construction on CAD 45 billion of what we call longer-term projects. Third, we'll continue to cultivate further low-risk opportunities, to continue to grow the company's opportunities that will emerge from our asset base and from our market positions across North America. Fourth, we will ensure that we maintain our financial strength and flexibility in order to fund that growth and deliver on our commitments to our shareholders.

As I just mentioned, the cornerstone of maximizing value for our company is ensuring that we continue to operate our assets safely and reliably every day. For us, safety means both ensuring that our employees and our contractors make it home to their families at the end of every day, as well as doing everything we can to make sure that our facilities run with no adverse impact to the communities in which we operate. I'm proud to say that our safety records on both these fronts are in the top of our industry and among the best in the world. Still, we have incidents, and when it comes to safety, there's always going to be room for more improvement. This was driven home for us this year again by a couple of incidents that have occurred in our facilities.

What I want to tell you is we take every incident, no matter how big or how small, and conduct detailed investigations to determine what the root causes are, so that we can make improvements into our systems to ensure that those things don't happen again. At the end of the day, we do know that pipelines continue to be the safest and most efficient way of transporting large volumes of natural gas and oil. We'll continue to invest significant CAD in inspections, preventative maintenance, research, and development to improve not just our own performance, but the performance of our whole industry. I can tell you, we'll not rest till we bring that incident rate to zero.

Now, with respect to growth, our natural gas pipelines business is well-positioned to deliver strong results as continued shale gas in North America continues to drive growth across all of our systems in North America. The NGTL System close to home continues a rapid expansion. That system now has more than CAD 7 billion of facilities under development, of which CAD 2.5 billion received regulatory approval, and about CAD 600 million of that is currently under construction. On the U.S. side of our business, following the successful recontracting of capacity on the ANR System, we filed a rate case with the Federal Energy Regulatory Commission to increase our maximum rates to reflect both those changing market dynamics and account for new investment needed in the system to meet our customers' needs.

However, our preference is always to settle those rates with our customers directly, and negotiations will continue throughout this year, and hopefully, they'll lead to a mutually beneficial outcome. In Mexico, our Topolobampo and Mazatlán projects are both in the final stages of construction and are on track to begin service by the fourth quarter of this year. We also recently won two new projects representing just over CAD 1 billion of new investment in Mexico. That brings our footprint of existing assets and projects under development in Mexico to more than CAD 3.5 billion. All of those projects are underpinned by 25-year agreements with Mexico's state power company. Our energy business continued to provide steady earnings over the last year, despite very weak gas prices and weak power prices.

Comparable EBITDA was CAD 1.3 billion in 2015, similar to 2014, thanks in large part to the contracted prices that we received for much of the power that we generated. In December, we acquired a greater share of Bruce Nuclear in Ontario and signed an agreement to extend the operating life of Bruce to about 2064, so five more decades. We're now a 48.5% owner of Bruce, and we plan to invest about another CAD 6.5 billion in the program to refurbish six of the last eight reactors by 2033. We also expanded our presence in the Eastern U.S. with the acquisition of the Ironwood Generating Station in Pennsylvania for about $657 million. In Ontario, we're on track building the contracted CAD 1 billion Napanee Generating Station, and it's about one-quarter of the way through construction, and we expect it to begin operation in late 2017 or early 2018.

Our liquids pipelines continues to perform well, delivering about CAD 1 billion of EBITDA in the last year. Keystone Pipeline, despite the headlines that you might read, is operating very well. It's now delivered 1.2 billion barrels of oil from production locations safely to refining locations in the United States. Over the last year, we were able to increase our average throughput on the system by about 30,000 barrels a day, bringing our total contracted capacity on Keystone to 545,000 barrels a day. On the growth side of our business, our Northern Courier project, our Grand Rapids project, and the Houston Lateral and Terminal projects are all under construction and are expected to come in service through this year and into next. In addition to projects that we have underway, we have been monitoring opportunities that exist in the current market for strategic acquisition that can add long-term shareholder value.

On March 17th, we announced an agreement to acquire Columbia Pipeline Group for $13 billion. The acquisition represents an opportunity to invest in an extensive and growing network of regulated natural gas pipeline and storage assets in the Marcellus and Utica regions of the United States. Those are the fastest-growing production basins in North America. Columbia's assets fit very well with our overall strategy of owning and operating highly contracted and regulated assets that generate stable and predictable cash flow streams for many years to come. Once complete, we expect the addition of Columbia's per share in the first full year of operation. In addition to the existing platform that Columbia has, Columbia has $7.3 billion of commercially secured growth projects that are largely expected to enter service between now and 2018.

When combined with our existing natural gas transmission system, TransCanada will have North America's largest natural gas transmission business with approximately 91,000 kilometers or almost 57,000 miles of natural gas pipelines and 664 Bcf of working gas store position in North America's two fastest-growing natural gas basins, the Western Canadian Sedimentary Basin and the Appalachian Basin in the United States. Combined, we will have a broad geographic footprint with access to North America's premium basins and premium markets. As we've done in the past, the acquisition will be financed in a manner that maintains our financial strength and flexibility. The financing plan includes the CAD 4.4 billion of subscription receipts that we issued in the marketplace on April the 1st. Those will convert to common shares upon the closing of the Columbia transaction.

We have a bridge facility in place with a syndicate of lenders for $6.9 billion that we'll use to close the transaction. Portfolio management will play an important role in the permanent financing of the acquisition. Our U.S. Northeast power assets and to monetize a minority interest in our Mexico natural gas pipeline business. The proceeds from those asset monetizations will be used to repay the bridge facility. Since the acquisition was announced, we've made significant progress towards close. On April 4th, notifications were filed with the U.S. Federal Trade Commission. Filings were also made with the Committee on Foreign Investment in the United States. Columbia subsequently has announced that a special meeting of their shareholders will be held on June 22nd to vote on the transaction. We continue to expect the transaction to close in the second half of 2016, obviously subject to shareholder and regulatory approvals.

The transaction itself will further strengthen the predictability and stability of our EBITDA. Using pro forma 2015 adjusted EBITDA, the transaction would increase the percentage of our EBITDA that comes from regulated and contracted assets to about 92%. Looking forward with the monetization of our U.S. Northeast power business, we will result in virtually all of our EBITDA being underpinned by cost of service-regulated business models or long-term contracts. What this slide does is it highlights our industry-leading combined capital program. Adding Columbia's $7 billion U.S. of projects it has underway to our CAD 13 billion near-term portfolio gives us approximately CAD 24 billion of commercially secured near-term projects.

With the $13 billion U.S. Columbia acquisition itself and the combined CAD 24 billion program of near-term projects, our shareholders now have approximately CAD 40 billion of visible near-term opportunities that we can see putting in service through the end of the decade. Essentially, all of that activity will be underpinned by rate-regulated business models or long-term contracted projects. In addition to our near-term project portfolio, we continue to advance CAD 45 billion of longer-term projects. This includes a continued investment through 2033, as I said, to extend the operating life of Bruce Power to 2064. It also includes the Energy East and Keystone XL crude oil pipeline projects, which together would provide two or slightly more million barrels per day of much-needed long-haul capacity to get our customers' product to market.

In the natural gas side of things, our Prince Rupert Gas Transmission and Coastal GasLink project would see us invest approximately CAD 10 billion. Combined, the projects would be capable of moving about 4 billion cubic feet a day of Canadian natural gas to international markets, making us a North American leader in the transportation of natural gas to emerging LNG export terminals. All of these projects, as I said, as well similar to our short-term projects, are underpinned by long-term contracts. We do know that completing these projects will not be easy and that they face significant public and regulatory uncertainty. We also know that these important projects can be developed in a very responsible manner, and we are committed to working with both our customers and other stakeholders to bring those projects to fruition. In summary, I'd like to leave you with a few key takeaways today.

Today, we are a leading North American energy infrastructure company with a strong track record of delivering long-term shareholder value. With CAD 64 billion of high-quality assets, we're well-positioned to take advantage of the unprecedented opportunities that lie ahead and to deal with the challenges that we see in our environment. Looking forward, strong supply and demand fundamentals will continue to drive opportunities for investment and growth in all of our core businesses. Combined, the Columbia acquisition and our near-term and long-term growth plans now are close to CAD 90 billion. Successful execution of our plans will enhance our competitive position in each of our three core businesses, increase our size, increase our diversity, and deliver significant growth in earnings and cash flow and in dividends.

As a result of the stability of our base business, our conservative distributable cash flow coverage ratios, and our near-term $13 billion project portfolio, we remain very comfortable with our guidance of 8%-10% dividend growth through the end of the decade. Closure of the Columbia acquisition and/or the approval of one or more of our long-term projects could both augment that rate of growth and extend it well into the next decade. To close, I'd like to thank and extend my sincerest thanks to our 5,500 employees and our thousands of contractors in Canada, the U.S., and Mexico that make this happen every day. Proud to work alongside of each and every one of you. Your professionalism and dedication to living our values every day is what makes us successful.

To our executive leadership team, thank you again for another year of hard work, perseverance, and for your leadership that you bring to the table every day. I'd also like to thank our board of directors for their patience through all of these times, their wisdom and guidance. As we navigate these constantly shifting waters in which we operate, you've kept us pointed in the right direction, and we continue to make great progress as a team. Our board of directors continues to evolve, as Barry mentioned, and I'd like to personally recognize three changes to our board over the last year. First, extend my sincerest thanks to Madame Gauthier, who is retiring from our board today. As Barry said, Madame Gauthier has provided 14 years of providing valuable guidance and helping develop strong policies and plans in all of our core areas of governance. Paule, [Foreign language].

We've also had two new board members join us. John Lowe joined our board in September and brings with him a depth of experience in the oil and gas industry, along with what I've been able to observe over a number of years, well-honed commercial acquisition and governance acumen. Welcome, John, to our board. To welcome our newest board member, Dr. Indira Samarasekera, who was elected earlier today. Dr. Samarasekera is expected to bring key knowledge in the areas of engineering, governance, and public policy, and very much would like to welcome you to our board, and I look forward to working with you. Lastly, I'd like to thank our shareholders. I know that many of you traveled a long way today to come out here to Canada Olympic Park. As Barry said, we think this is a great venue, and we'll see how it goes.

Again, supporting local causes and amateur sport is something that's core to us. I appreciate you also making the effort to come out here and do that, and probably more importantly, for your continued support as we progress to become North America's leading energy infrastructure company. With that, I'd like to turn the microphone back to Kristine. I'll take a drink of water. She can outline the rules of engagement for the question period, and I'll be more than happy to answer all of your questions.

Christine Johnston
Vice President, Law and Corporate Secretary, TransCanada Corporation

Thanks, Russ. We now invite general questions from shareholders and proxy holders. Microphones are available for any shareholder or proxy holder who wishes to address the meeting. Before presenting your question, please identify yourself and confirm that you are a shareholder or proxy holder of the company. Please limit yourself to one question with a duration of not more than two minutes. If you have additional questions, please go to the back of the queue and await another turn of the microphone. Please note that the media and investment community will be given an opportunity to ask questions at conferences to be held later today. The Q&A period is for shareholders and proxy holders only.

Emil Shrivny
Shareholder, TransCanada Corporation

My name's Emil Shrivny. I'm a longtime shareholder. Today, I brought two guests, Edward, a student from Haskayne School of Business, and my granddaughter, Emma, who's graduating high school, and she's been a shareholder for 18 years. My purpose in bringing these guests is for them to hear the TransCanada story. A story I'm proud of, a story of good governance in business and the environment. Hopefully, they'll take this message back to the social media they associate with, as hopefully, this message will hold standard and the headwinds that pipelines suffer today. My question, in Dick Haskayne's book, "Northern Tigers," he refers to TransCanada having a toll-free ethics helpline. My question is, does this helpline currently exist? Is this available to shareholders? Could you share some

Russ Girling
President and CEO, TransCanada Corporation

There's a number of questions in there that I don't know the exact details of it. First of all, I'd like to thank you very much for your comments and bringing forward that very important message of getting facts and education out to our youth. I've got kids that have just graduated from university as well, out working. They're seeing the same, and hearing the same things that I talked about earlier about the realities of global energy demand and what its needs are going to be, and what our role is to be the responsible supplier of that. As Canadians, we can play a pretty significant role. When I think about the enormous wealth that we've been endowed with, 175 billion barrels of oil, and what we thought was a couple of hundred TCF of natural gas is now 1,000 TCF of natural gas.

More natural gas than we're ever going to need as a country. I look around the world, and there's places like Korea that are running their economies, or Japan, that don't have that endowment. They have to import 100% of their energy needs. I can tell you, they think about all the things that we think about differently. If you're on the other side of that, or if you're in Ukraine, or if you're in Europe and you're dependent upon Russian natural gas to supply your needs, and Russia shuts you off, those are pretty dramatic things that happen globally. Canada can be a supplier to the rest of the world and change those dynamics. It has to do it responsibly. We're not going to be off fossil fuels anytime soon.

We're a country that has rule of law, human rights legislation, and respect for the global supply of energy to the world, and that's the message that we need to get out to folks, and that we shouldn't be impeding the development of the infrastructure that's required to do that. Thank you for bringing that. With respect to the ethics line, I'm not sure, personally, and maybe Kristine, you can help me answer. It's set up to ensure that we have a pipeline of information that comes to us on a continuous basis. I'll get Kristine to maybe answer who has access to it, if you know.

In terms of the kinds of things that come forward, there are everything ranging from harassment situations to people that feel uncomfortable in their jobs where they think that we're doing something that's not safe or not ethical. There's a pipeline that comes to us, and I can tell you that we take every one of them seriously, and that we act on them and make sure that we change our processes and procedures, too, so that we are acting in the most responsible way we can. What I can tell you is at the end of the day, the way I think about operating this company. We can set up all the rules and processes that we want, but what's going to drive good decisions is good culture and how people think about things, and that's values.

With the ethics line and other ways that we have to connect with our employees, the thing that I tell them all the time, if we cross the line on a values issue, make sure you bring it up, because we can't have anybody breaching what I would say is just doing the right thing every day. Certainly, that's the way we try to operate. The reason that we have these things in place is that people can highlight we're not perfect, highlight where we're not living up to that ideal, and then we can change things. Do you know who actually has access to these lines?

Christine Johnston
Vice President, Law and Corporate Secretary, TransCanada Corporation

Yeah. Our helpline that we have, or our ethics helpline, the phone number that we have that's available, is really meant to be for, I think, all employees to be able to call in and air any grievances or issues or concerns or conflicts of interest they've seen. I can also tell you that that helpline is governed by our vice president of internal audit, who then reports to our audit committee at every single audit committee meeting and goes through. There's a written report of each and every call that's made to that helpline and then raises to the attention of the committee any ones that were of particular concern and how they were going about with that matter.

As I said, it is available to employees, obviously there's a matter of other venues, a number of other venues that if you're a shareholder, we expect you to phone our investor relations group. If you're a landowner, there's different venues. I think if you go to our website, you'll see different, even in our annual report and circular, depending on what kind of stakeholder you are, there's always an opportunity for you to communicate with the company.

Rebecca Hazeman
Shareholder, TransCanada Corporation

My name is Rebecca Hazeman. I've been a shareholder since day one when the company appeared. TransCanada is the icon of the business in Canada. It is the masterpiece of operation in its own business. However, I have a moral and ethical question which really bothers me. We've just approved the auditors for the next year as KPMG. You may or you may not know that KPMG is one of the institutions that has been advising its clients for offshore tax havens. Whether the company, in some form, appeared in the Panama Papers or not, I do not know. I do know, based on CBC investigative reports, that they are looking at KPMG. If they're advising clients for offshore tax havens, why are we employing KPMG at this time?

I would, as a shareholder, direct my concerns to your board of directors, your board of management, to look at KPMG. We are a model business organization on the continent. Why are we working? Why have you hired KPMG, which you had to do for this year, to do your auditing? I'd like some questions answered or directed to management and to be answered next year at this time. I'm not prepared to make a motion. I ask it. I use it as a directive. Thank you.

Russ Girling
President and CEO, TransCanada Corporation

Thank you for your question. I guess I would tell you that I have the utmost confidence in KPMG, that they wouldn't be advising people to do illegal things. That said, obviously we'll raise the issue with them, we will monitor these proceedings. As I mentioned at the earlier question, we strive to do the right thing all the time. With a company like KPMG, there could be things inside their organizations that are happening. Again, I have the utmost confidence that if they are doing anything that they're not supposed to be doing, they will stop doing those things because they share our values. All of our partners that we do business with share our values. We'll take your comments under advisement. I will certainly raise them with the company, ask those questions.

My experience with KPMG over the last number of decades is they're a first-rate firm who isn't going to delve into things that are nefarious or illegal. If there are that look like that, like us, they will move very quickly to question, and I will raise it with them.

Rebecca Hazeman
Shareholder, TransCanada Corporation

Thank you.

Mark DeBeau
Shareholder, TransCanada Corporation

Hello. Mark DeBeau, currently a shareholder. My question is with respect to the Columbia acquisition. I understand that they're going to grow EBITDA about 20% per annum, which is roughly double from TransCanada's projected growth. On the risk side of it, my understanding is that some of the counterparty customers of Columbia, a good chunk of them are non-investment grade. If my numbers are correct, roughly 50% or more are non-investment grade as far as the counterparty customers. How do you address this risk in today's environment where there could be potential defaults?

Russ Girling
President and CEO, TransCanada Corporation

It's a very good question, obviously something that we had to work our way through in terms of understanding the risks in this transaction. Where we root ourselves, for the most part, is in fundamentals. As we look at the Utica and Marcellus basins, first of all, we look at where the gas is going to be supplied in North America, even the 100 Bcf a day that's needed for just the North American market, much less the LNG export market, where will that come from? It will come from the lowest cost basins. We've done our analysis, I think it's shared by most pundits out there, that the two lowest cost basins will be the Marcellus Utica as well as the Montney sort of fairway here in Western Canada.

That's the first thing, is that if we're building infrastructure, we want to know that we're on top of the lowest cost-based tolls of what our service offering is relative to the competition that can move that product out of the basin. Again, when we looked at the Columbia position, given their history of being pipe versus new skinny pipe. What we know is old fat pipe is cheaper than new skinny pipe, so on average, the pipe is going to be cheaper getting out. On a competitive basis, we'll have the first access to that gas as it gets produced. Then we layer on top of that contracts.

As you point out, some of these counterparties don't have the same credit worthiness that we're sort of accustomed to, but it has been a new basin, and it's been those, what I call more emerging companies that have taken the risk and drilled up the basin. Some of these folks have large production pro-- If they don't make it, what we know is that gas is economic, going to get produced, and maybe somebody else will come in and buy it at the end of the day. If it's the lowest cost production, we have the lowest cost way of moving out of the basin. Somebody will move that gas out. There's sort of these various layers of protection that we, I guess, use to understand what our actual risks are going to be.

We're feeling pretty comfortable that we're in a low risk place or a high growth place with fairly low risk and competitive tools that no matter who produces the gas, we're going to be the ones that move it out of the basin.

Mark DeBeau
Shareholder, TransCanada Corporation

Just a quick follow-up. Your projected dividend growth is 8%-10% per year with the Columbia acquisition, and depending on some of your capital projects going through, could you see that actually being increased going forward if everything works accordingly?

Russ Girling
President and CEO, TransCanada Corporation

I think, as we said, I think that the words that I chose carefully were that we may have meant that in the future, we never want to get over our skis here. We got a lot of work to do on both those sides, our major projects, getting this over the finish line. What we can see is there is the opportunity that it may allow us to grow that as well. I think probably just as importantly, is extend our guidance sort of beyond 2020 into the future.

Mark DeBeau
Shareholder, TransCanada Corporation

Thank you.

Russ Girling
President and CEO, TransCanada Corporation

Thanks.

Dave Core
CEO, Canadian Association of Energy and Pipeline Landowner Associations

Dave Core. I'm a shareholder/proxy holder, and I'm the CEO of the Canadian Association of Energy and Pipeline Landowner Associations. We have seen some encouraging signs that suggest to us TransCanada is open to a new relationship with landowners. One where we can work together to build pipelines more quickly and more affordably, while minimizing friction, and one where we can win the public over together. Russ, can you talk a bit about how you see TransCanada working with landowners on safety and environmental issues in a way that builds confidence with the public for the all-important social license?

Russ Girling
President and CEO, TransCanada Corporation

Thanks, Dave, and thanks for coming again today, and for your continued support of what it is that we're trying to do. We're trying to build, as we talked about earlier, critical energy infrastructure that's in the best interests of all Canadians. We have to figure out how to do it in a way that is acceptable to everybody. Primarily, the people that are most affected by what we do are the landowners across our system. We have about 70,000 of them across our system. We need to understand their changing values, needs as well. Through our discussions with you and others, I think we're evolving to find those ways. I think that the key in this is listening to each other and understanding what our concerns are.

As I get to know landowners better, I think the keys for them are safety and what happens. It's not so much that they're concerned that something's going to happen because it can happen. They understand that. I think their biggest concern is what happens if it does occur, and how are you going to operate on my land? How are you going to get access? What's my liability, and how do we work together if something like that was to occur? I think that we're evolving. Certainly, it's not just landowners, the kind that you represent, but it also means the Aboriginal communities that we traverse. Our approaches have become far different in terms of the amount of consultation that we're doing upfront with folks, understanding what those concerns are, involving them in design.

Right on the landowner property, if there's a certain environmentally sensitive or a place where they don't want us to go on their property, a dugout or whatever that might be, we've got to sit down, we've got to understand why, what it would cost us to go around that, and find an accommodation with these folks. I think it's about listening. As you know, my experience has been 95% or more of the folks that we talk to are supportive of what we do. Where we get cross-threaded is where we're not understanding them or we're talking past each other, and we have to spend more time not talking past each other and understanding each other's needs.

As I said, with the number of projects we've got on the go and the number of landowners we're dealing with, we're not perfect, but we're certainly trying to get better, and I appreciate your patience in actually working with us in trying to find those connections, what are the issues, and making sure that we can come to an accommodation that works for both parties. These from the web. Okay. The first question's about increasing executive compensation levels while freezing wages for frontline employees. I guess what we've done is we have frozen our costs across the board. There was, if I remember correctly, in our executive compensation, no increases this year across the board. Our human resources committee looked at that issue very hard. In a marketplace like this, we cannot change or treat different levels of our organization differently.

We try to be as fair as we possibly can. We've got to be competitive in certain places. There are going to be places inside of our organization where we're going to have to pay for skills, and maybe we do have to pay up for them sometimes. If we need those skills and they're in short supply, there are going to be places where we're going to have to be flexible. I would say, for the most part, we try to be as fair as we possibly can. I'll just go to the next question on the floor first, and then I'll ask if I can answer a couple more of these.

Andrew Pollux
Shareholder, TransCanada Corporation

Hi. I think this is my ninth in a row for your meetings. Yeah. Love always trying to make it out and hear what you have to say and perhaps ask a question or two. Andrew Pollux of Calgary, Alberta, beneficial shareholder and proxy holder. Now for what it's worth, I'm down to two shares because I'm dirt poor, but I still retain a couple of shares because it gives me the right to ask questions, and my hobby is attending shareholder meetings. Maybe in the future, I'll build back up to a somewhat larger position, but always retain a couple shares everywhere, and then you can at least be permitted to ask questions as a shareholder and proxy holder. My question has to do with banking.

I've noticed over the years, you quite commonly have one or more people who either are also on the board of a major bank or a Canadian bank, or you have Rick Waugh, who's a former CEO of a major Canadian bank, and our new director, Indira Samarasekera, who's currently on the board and has been for some years. What do the bankers bring to you or the bank board members that really contributes to what you do as a company? What's their particular expertise and insight that helps you? I know just because they're on the board doesn't make them a banker, but you've got a lot of bank board members as well as at least one retired banker. The other question is, how many banks do you deal with?

Even as an individual, an individual may have accounts with more than one bank. How many banks do you deal with, and what are your criteria for choosing between major banks to do the banking of TransCanada? Thank you very much.

Russ Girling
President and CEO, TransCanada Corporation

Thanks, Andrew. I guess maybe first of all, what I would say is with respect to criteria of board selection, we try to have a diverse mix of skills on our board. We have a matrix that's included in our public information, where we're looking to ensure that we have a broad cross-section of experiences that board members can bring to the table and provide us advice. Finance would be one of those. As I think about our business, a CAD 64 billion asset base, a CAD 90 billion capital program, the single largest cost of running our business is our cost of money. If we can get our cost of money down, that gives us competitive advantage. Having a strong understanding of how capital markets work and an understanding of finance is critical to what we do.

I've given some people an example of 50 basis points on our cost to capital dwarfs the number of bodies we have in the organization. It is by far our largest cost. It's very important that we understand those. With respect to how many banks we deal with, we deal with almost every bank in North America, and actually, a lot of offshore banks as well, that would meet our criteria of creditworthiness. They have to have the same sort of counterparty creditworthiness as anybody else. Advice, expertise, being willing to use their balance sheet, research. There's a number of criteria that we use to deal with banks. I think of just the transaction we just did with Columbia here recently. The combination of the syndicate that issued the shares that we issued. Every major in that offering, then we put together a $6.9 billion U.S. bridge facility.

I believe that there's 12 banks. There was 18 that wanted into that facility. It's pretty much every large name bank that you can think of across North America and even some that are global banks want to do business with us, and we do business with them, and we have long, long-term relationship with them because our belief is, as I said, access to capital, access to the funding that we need to do our business is critical for the long haul. We develop long-term enduring relationships that serve us well through all cycles. We're in the bottom of a cycle right now where we're finding that a lot of our peers can't access capital. We have a number of folks that are lined up and willing to do business with us. Thanks for your question.

Andrew Pollux
Shareholder, TransCanada Corporation

Go for me, but I do have a second one. Pretend I'm at the back of the queue of the ones you have on paper.

Russ Girling
President and CEO, TransCanada Corporation

Okay. I'll answer a couple here. Has TransCanada implemented any salary reductions like some of its shippers, in its objective to improve the efficiency of the Western Sedimentary Basin? The answer is no, we haven't. As far as I know, we do a fair bit of survey work. We know that people have been cutting benefits, and things like that. As far as I'm aware, compensation, salaries have not been adjusted yet, but we will watch those. These things are always cyclical, and we maintain a very conservative posture with respect to paying in the industry. Our objective is to pay at what we call P50, which is the sort of the 50th percentile. We're never at the top, we're never at the bottom, and we watch on an ongoing basis, so we never get ourselves too far ahead of ourselves.

I'm very comfortable that even with the adjustments that are going to take place in the marketplace this year, that we're not going to have to make any adjustments to ours. What's your next question, Andrew, while I read this other one here?

Andrew Pollux
Shareholder, TransCanada Corporation

Oh, okay. Let's see. Just a brief comment, then I'll make my question. I really appreciate that you welcome the people who are critical in some form or other of your company to express their ideas as shareholders or proxy holders, as well as those who maybe don't have those particular criticisms. I know the people who are critical may also see many other good things within the corporation. They're just critical of this or that point and trying to do it in a constructive manner. I appreciate that breadth of opinion that you welcome to your meetings. The quick comment on KPMG. It's not only your board that thinks they're a good company. I know nothing about accounting, but I do know that, the major Canadian bank of which, Rick Waugh's a former CEO and Indira Samarasekera's is currently on the board, also uses KPMG.

Your board isn't the only high-quality board with great integrity that believes KPMG can service their needs very effectively. My question, which is unrelated to that, though I thought that point was worth making, is with respect to that Keystone XL that the current U.S. administration is not in favor of, as, well, you're well aware. Now, as a pipeline, you plan out over decades of time. Now, in your future plans, you have long-term plans. We know from history that over time, whatever political administration happens to be in power right now, just wait a while, it'll be a different administration. Maybe get reelected.

I know the current president of U.S. is coming up against his term limit, the point is, even if you get another administration with a similar view to the current one, eventually you're going to get a change of administration in terms of policies held or parties in power. It's just the way things go if you look at it over a period of decades. The same party doesn't stay in power forever, whether that's in Canada or in the U.S. Given that you're planning out over many decades, sorry, I'm not being as concise as I ought to be on this question, what would happen to Keystone XL if, whether in the next election, in the current election cycle or several years down the road, you get a different U.S. administration that happens to have a very different view of Keystone XL?

Do you just immediately get going on reapplying to put it into place, whether next year or 5 years down the road or whenever an administration in the U.S. with a different set of policies does take power, and I suspect, just wait a while, eventually one will, just because no matter what administration is there, wait a decade, it'll probably be a different administration. Thank you very much, and sorry for being so verbose.

Russ Girling
President and CEO, TransCanada Corporation

No problem. With respect to Keystone XL, I think you highlight something that's very important to us, is that while we had to take a significant write-down last year, and it was hard for our shareholders, hard for us. A bad day in my life, for sure. Keystone XL remains, I think, a very critical and needed piece of infrastructure for North America. What we know is the Canadian oil sands production will continue to grow, just with the projects that they have underway right now that are already committed to. We'll see about 500,000 barrels a day growth through the end of the decade. The most critical issue for them at the current time is getting market access. The single biggest refining market in the world is the U.S. Gulf Coast, and the single biggest refining market for heavy oil is the Gulf Coast.

Right now, the U.S. still imports about two to three million barrels a day of that heavy oil from Mexico, Venezuela, and the Middle East. Canada should be the logical supplier of that oil. So we are a market-driven company, and we'll stay close to Keystone, close to our customers who still want us to make this happen, and look for an opportunity to do that. Certainly, we believe that things are shifting from a policy perspective. We've seen a significant move in the Canadian government. Changes, as you pointed out. Governments do change. A new government position with respect to climate change and the commitments that they've made in Paris. Certainly, on the Alberta level, they have initiated policy here in the province, both putting a cap on emissions from the oil sands and putting in place a carbon tax.

Certainly, the kinds of things that, at least at the time, were perceived to be problems, and those were the words that they used at the time of the denial. Canada seems to be working very hard to shore up its reputation in those places. I would hope that down the road, there would be an opportunity to have a conversation about bringing this important project back to fruition. The reality is we have started construction in Canada. We have all of our NEB approvals. The southern section of the pipeline is already built essentially from Steele City, Nebraska, to the Gulf Coast. We have three states yet to go through, and we have the pipe sitting on the ground still, waiting to put it into the ground. As I said, our company is much larger than Keystone XL.

We think long term, and long term, we still think this is a project that's necessary. What drives our thinking primarily is our customers who are still contracted to the pipe. Since the denial, we haven't had any of our customers leave the pipeline. Something we'll stay committed to, but as you can see by my presentation, we've got a whole bunch of other things to work on in the interim as well. I think I have one last one here. Is the last year, an increase in director compensation, and the fact that we have let people go in the company, does that make sense, I think is the essence of the question. As I said, we look to be competitive. We haven't increased director compensation this year.

In all cases, we continue to look at the competitive marketplace for employees, in every employee category, as well as our directors. We will refresh those when we become uncompetitive with current markets, that's what drives us is we're, again, a market-facing company. We have to pay for certain skills. When we go get those skills, we have to be competitive when we pay them. That's across all levels of our organization. As I said, we haven't cut the compensation of any of our employees across the organization. We don't have any intention of doing that. Again, if we're overpaying, I think that the more logical thing is over time, we would slow the rate of increase. That's probably the more logical way to manage those kinds of things, unless you're in dire circumstances.

There may be some of our customers that are out there in those dire circumstances. What they know is that they're going to still have to pay competitively for their employees going forward. As I said, as we look at what's coming up on the horizon for this year, as I talk to my peers in both Calgary and Houston, I'm not hearing that people are cutting wages. They're trying to find other ways to cut their costs and do things with less bodies and not necessarily reducing compensation. Obviously, it's something that's on our minds, and I appreciate the question.

Speaker 11

Bill Manolock, beneficial shareholder. I was wondering if you could talk about any risks you're seeing with the completion of the Columbia acquisition. I was thinking in terms of political and regulatory and perhaps some opposition, if there is any, from Columbia shareholders. Thanks.

Russ Girling
President and CEO, TransCanada Corporation

To date, things are going well with the closing. As I said, we've made our filings. A couple of early indications would be Columbia filed its draft proxy with the Securities and Exchange Commission. There was no comments, and they were allowed to move forward with mailing that to their shareholders, so that was a positive. We haven't got feedback yet on foreign investment review or Hart-Scott-Rodino filings. We will get more information on those in the coming weeks. So far, so good. We haven't seen any major stumbling blocks. I think one of the keys, again, for this acquisition for us was it was in a region where we weren't a major player, and therefore we have limited competition issues. From a transactional perspective, it's an all-cash offer. We tried to create a situation where it was very compelling value for both their shareholders and our shareholders.

We continue to believe that it's in the best interest of both companies, and we haven't seen much pushback on that.

Dave Core
CEO, Canadian Association of Energy and Pipeline Landowner Associations

Dave Core again.

Russ Girling
President and CEO, TransCanada Corporation

Yeah.

Dave Core
CEO, Canadian Association of Energy and Pipeline Landowner Associations

Russ, I just wanted to confirm that as landowners, we're on the front line of safety and environmental issues, and we're well aware of the efforts TransCanada makes on those and other pipeline companies make towards that. I just wanted to confirm that our goal as landowners is to address those issues, everybody in this room needs to understand that representing agriculture and other rural landowners, that we're high users of energy and have used that energy to advance agriculture and food production. I want to say that I think that the value of increasing and improving on the relationship between landowners and pipeline companies can give Canadians a sense of trust and security that safety and environmental issues are being addressed because the people living on the pipelines are holding the company accountable to those issues.

I'd just like to confirm that CAEPLA, our organization, is here to work with pipeline companies to help get pipelines built in the interests of the Canadian economy and the interests of the people we represent, to create a partnership that gets the moderate middle of Canadian society back on side and speaking up about the importance of having pipelines to transport energy. I wanted to confirm that. It's been a rocky road relationship at times over the past 20 years, we've always been at the front lines of safety and environmental issues. We've always been at the front lines realizing that we need pipelines, I think we're at a point where society has brought us together and is asking us to work together to help reduce the noise from the radical environmental anti-pipeline movement.

I think we can form a partnership here to get these pipelines built and give those moderate Canadians the trust they need and speak up. That's what we need. We need moderate Canadians, the ones in the middle that don't speak up a lot. We need them on social media saying, "We want pipeline construction." Thank you.

Russ Girling
President and CEO, TransCanada Corporation

Thank you very much for your comment, and you're absolutely correct. There's a lot of noise out there from folks that are a long ways away from what we do, and the loudest noise comes from folks that are the furthest away. The folks that actually matter the most are the folks right along our right of way, and they're the ones that are impacted if we have an incident, and we need to work with them. What we do, going back to the earlier question with respect to Keystone XL, for example. What most people don't know is that on those three states that are left for us to build that pipe, South Dakota and Nebraska, we've negotiated in excess of 90% voluntary easements.

In fact, in Montana, we're at about 100%, in South Dakota, we're at 100%, in Nebraska, we're over 90% of voluntarily negotiated easements that we have with landowners along the route. The landowners, for the most part, are supportive of what we do. There's a lot of noise that comes from outside of that, I agree with you. It means getting together and working to find ways to make sure that we're respecting them and that we find a way that we're partners. I think I used this phrase last year. These facilities are in the ground for decades and decades to come. These aren't just business partners. We marry these people. We live on their property for 50, 60, 70 years. The relationship gets passed down through generations. It's a critical relationship for us and one of our most important ones, it evolves over time.

I very much appreciate the work that you guys have been doing to try to work with us on that evolving relationship and understanding how it's evolved and how we can work better together. Again, appreciate you being here, Dave. Okay. Is TransCanada pursuing plans for more renewable energy in North America? I think the short answer is yes. It's something that we're going to continue to look at for opportunities. As we said, we look for stable, steady cash flow. Renewables, the ones that we participate in are wind projects, are solar projects, are all underpinned by long-term contracts. That's the kind of structure that we'll be looking for going forward. As you can see, we're pretty chock-a-block full of things to do right now.

We're not really on the hunt for a whole bunch of new things, but we will keep an eye to the renewable space. It's probably going to be the fastest-growing contracted space in the energy business, we'll keep an eye to that going forward. I think the last question I got here, without divulging corporate secrets, comment on TransCanada's preparedness to defend against attacks, cybersecurity. I think, again, without getting into what we're doing, in a lot of cases, I'm not privy to a lot, all the things we do, say, around Bruce Nuclear, for example, because we do take the whole issue of cybersecurity very seriously.

I guess what I would tell you is that my experience has been the technology has moved far faster than our corporate and the legal community's ability to keep up with it, we have to be ever diligent on how we protect ourselves. We're using best practices, authorities in both Canada, U.S., and Mexico, where we share information with respect to potential threats and trying to get information going back and forth and across industries. That seems to have been a very healthy thing for us all to have done. What I can tell you is your company here is at the forefront of understanding what those threats look like. We do try to insulate anything that is critical to operating our systems from the internet.

That's one of the simplest ways by which you do it is pretty much all of our lives today run on the internet, that's something that we should all be very careful about. Our critical communication systems between our operating systems, we try to insulate from the internet so that we can't have intrusions in on those critical things. With respect to financial systems and those kinds of things, fortunately or unfortunately, as you know, pretty much the whole banking world today works on the internet, we have to make sure that we are using best practices to protect those things. We are at the leading edge. It's an emerging industry. We have a whole department of folks that is on top of it and we continue to evolve. I think that we're in good hands.

As I said, the world is evolving pretty fast, and there's a lot of nefarious actors out there who have a lot of nefarious ideas, which we've got to get ahead of.

Alberto Mesa
Shareholder, TransCanada Corporation

Thank you. This is Alberto Mesa. I came from Fort McMurray. For those who don't know what is Fort McMurray, it's a place north of Alberta, where the oil sand is coming from to Texas and so on. I'm shareholder, and I got my share from TransCanada when I was working with TransCanada. I was building the pipeline in Fort McMurray, helping TransCanada. It was such a nice experience. I did very well work for TransCanada. Now it's hard because things change in the economy, right? I still believe that I have many things to share with TransCanada. My question to you, Mr. Girling, is: What is the policy of TransCanada now for bringing the local people to continue bringing success for TransCanada? This is my case, right?

The policies, they will probably affect the people who were working with TransCanada before, or they say, "No, we don't need that people. We need new people." That's all.

Russ Girling
President and CEO, TransCanada Corporation

Well, I think with respect to projects, we don't have a policy, I think, with respect to new people or old people. As you're probably aware, as we ramp down projects in the current environment where we've had to delay some projects, we've had to reduce our workforces around those things, both contractors and our direct employees. As those projects come back, I think our policy is around merit, is we want to hire the very best employees that we can, and certainly folks that have experience working with us and a good track record. I would think that they would have a better than even chance of coming back to work for us.

Alberto Mesa
Shareholder, TransCanada Corporation

Thank you. I still hope. Thank you.

Russ Girling
President and CEO, TransCanada Corporation

I think that ends the Q&A. If there's no further questions, I'd like to thank you all again for attending. You're invited to stay for some coffee, chat with our leadership team. They'll be the guys and ladies with the name tags on. Encourage you to ask them any questions. We're open to answering everything. Remind the media that we'll be having a news conference with accredited media in, I think it's a room labeled Media Room out there, steps down the hall to the left as you exit the room, and I'll be there in a couple of moments. Again, thank you all very much for joining us today and your support of the company.