form11ktcc49213.htm
 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 11-K
 
 
þ
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2012.
 
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
 
 
Commission File No. 1-31690
 
A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
TransCanada 401(k) and Savings IBEW 1245 Plan
TransCanada USA Services Inc., 717 Texas Street, Suite 2400
Houston, Texas 77002
 
 
B.  
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
TransCanada Corporation
450 – 1 Street S.W., Calgary, Alberta, T2P 5H1, Canada
 

 
 

 

 
 
TRANSCANADA 401(K) AND SAVINGS IBEW 1245 PLAN
 
TABLE OF CONTENTS
 
 
FINANCIAL STATEMENTS
 
 
 
Statements of Net Assets Available for Benefits
 
2
 
Statements of Changes in Net Assets Available for Benefits
 
Notes to Financial Statements
 
3
 
4
SUPPLEMENTAL SCHEDULE
 
 
 
Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2012
 
9
SIGNATURE
 
10
 

 
 
 
 

 
 

 
 
 
 
Logo
 
 
 
 
 
 
 
 
 
TRANSCANADA 401(K) AND SAVINGS
IBEW 1245 PLAN


FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 2012 AND 2011
 
 
 
 
 
 
 



 
 

 

TRANSCANADA 401(K) AND SAVINGS IBEW 1245 PLAN
 
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
 
 
December 31 (thousands of dollars)
 
2012
   
2011
 
Assets
           
Investments at fair value (Note 3)
 
3,880
   
3,067
 
Notes receivable from participants
 
106
   
66
 
Employer contribution receivable
 
-
   
1
 
Net Assets Available for Benefits
 
3,986
   
3,134
 

 
The accompanying notes to the financial statements are an integral part of these statements.

Page 2
 
 

 

TRANSCANADA 401(K) AND SAVINGS IBEW 1245 PLAN
 
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
 

Year ended December 31 (thousands of dollars)
2012
   
2011
 
Additions
         
Contributions
         
Employee contributions
371
   
377
 
Employer contributions
87
   
85
 
 
458
   
462
 
Investment Income
         
Net increase/(decrease) in fair value of investments (Note 3)
333
   
(256
Interest and dividend income
126
   
114
 
Total Additions
917
   
320
 
           
Deductions
         
Benefits paid to participants
64
   
125
 
Administrative expenses
1
   
1
 
Total Deductions
65
   
126
 
           
Increase in Net Assets Available for Benefits
852
   
194
 
           
Net Assets Available for Benefits
         
Beginning of Year
3,134
   
2,940
 
End of Year
3,986
   
3,134
 

 
The accompanying notes to the financial statements are an integral part of these statements.

 


Page 3
 
 

 

TRANSCANADA 401(K) AND SAVINGS IBEW 1245 PLAN
 
NOTES TO FINANCIAL STATEMENTS
 
 
NOTE 1:                 DESCRIPTION OF PLAN
 
The TransCanada 401(k) and Savings IBEW 1245 Plan (the Plan) is a defined contribution plan that provides retirement benefits for employees of TransCanada USA Services Inc. (TCUSA or the Company) or its subsidiaries covered under a collective bargaining agreement with the International Brotherhood of Electrical Workers (IBEW) 1245. Employees may enroll when they have attained the age of 21 and completed 11 months of service by the end of a 12 month period with the Company. The Plan excludes employees hired under the Company’s student program. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
The Board of Directors of TCUSA has appointed Fidelity Management Trust Company (Fidelity or the Trustee) as custodian and trustee of the Plan’s assets.
 
Employee and Employer Contributions
 
Each year, participants may elect to defer a percentage of their eligible compensation into the Plan subject to an annual limit of the lesser of 60 per cent or $17,000 (2011 - $16,500), subject to certain limitations under the Internal Revenue Code (the Code).  Participants age 50 or older who make deferral contributions may also make catch-up contributions of up to $5,500. The Company will match 50 per cent of each participant’s contributions up to a maximum of six per cent of the participant’s eligible compensation for the Plan year. To be eligible for employer-matching contributions, participants must have completed 11 months of service by the end of a 12 month period with the Company. Participants may contribute amounts transferred to the Plan from another qualified plan at the participant’s request (rollover).
 
Participant Accounts
 
Each participant’s account is credited with the participant’s contribution and an allocation of the Company’s contributions and Plan earnings. Earnings are allocated from a particular fund based on the ratio of a participant’s account invested in the fund to all participants’ investments in that fund. Plan expenses are generally paid by the Company, which is the Plan Sponsor.  Participant accounts are charged an administration fee related to their outstanding loans and certain investment expenses reduced the investment income presented in these financial statements.
 
Participants are responsible for investment decisions relating to the investment of assets in their account.  The Trustee carries out all investing transactions on behalf of the participant.
 
Investment in TransCanada Corporation
 
Stock of TransCanada Corporation (TransCanada), indirect parent company of TCUSA, is available to participants in the Plan. A participant’s portfolio may consist of up to 10 per cent of TransCanada stock. Participants may elect to exchange up to 10 per cent of their existing account balance into TransCanada stock. Additionally, no more than 10 per cent of any rollover contribution can be invested in TransCanada stock.
 
Vesting
 
Participants are immediately vested in their contributions, including rollovers, employer contributions and any earnings thereon. Employee rollovers are amounts transferred to the Plan from another qualified plan at the participant’s request.
 
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Notes Receivable from Participants
 
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 per cent of their vested account balance, reduced by the highest outstanding note balance in their account during the prior 12 month period. Note terms range from one to five years for general notes or up to 10 years for the purchase of a primary residence. The notes are secured by the balance in the participant’s account and bear interest at a reasonable interest rate, as determined by the Plan Administrator, based on prevailing market interest rates at the time. Interest rates remain fixed throughout the duration of the term. The interest rate on notes outstanding at December 31, 2012 was 4.25 per cent (2011 - ranged from 4.25 per cent to 9.25 per cent). Principal and interest are paid through payroll deductions.
 
A note receivable from a participant shall be considered in default if any scheduled repayment remains unpaid as of the last business day of the calendar quarter following the calendar quarter in which the note is initially considered past due. In the event of a default or termination of employment the entire outstanding note and accrued interest is considered to be a deemed distribution to the participant.
 
Payment of Benefits
 
Participants are eligible to request a distribution of their vested amounts upon retirement, death, total and permanent disability, severance of employment with the Company or, in very limited circumstances, in the event of financial hardship. Distributions are made in the form of a lump-sum payment or a rollover to another qualified account.
 
A participant’s normal retirement age is 65, however, a participant may elect to withdraw all or a portion of his or her contributions after the age of 59½, subject to certain conditions. Participants may receive pension benefits commencing on or after the age of 55 provided they have terminated their employment with the Company.
 
Forfeitures
 
As participants are immediately 100 per cent vested in their account balance, there are no forfeitures.
 
Administrative Expenses
 
The Plan Administrator is responsible for filing all required reports on behalf of the Plan. The Company provides or pays for certain accounting, legal and management services on behalf of the Plan. The Company has not charged the Plan for these expenses or services.
 
Plan Termination
 
Although it has not expressed any intent to do so, with approval from its Board of Directors, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination, participants would be 100 per cent vested in their accounts.
 
 
NOTE 2:                 SUMMARY OF ACCOUNTING POLICIES
 
Basis of Accounting
 
The financial statements of the Plan are prepared on an accrual basis of accounting in accordance with U.S. generally accepted accounting principles.
 
Page 5
 

 
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosure of contingent assets and liabilities.  Actual results could differ from these estimates.
 
Investment Valuation and Income Recognition
 
The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for discussion of fair value measurements.
 
Interest income is recorded on the accrual basis and dividends are recorded on the ex-dividend date.
 
Net Increase / (Decreaese) in Fair Value of Investments consists of: (1) the unrealized gains or losses on investments held during the year and (2) the realized gains or losses recognized on the sale of investments during the year. Realized gains and losses from security transactions are reported on the average cost basis.
 
Purchases and sales of securities are recorded on a trade-date basis.  
 
Notes Receivable
 
Notes Receivable from Participants includes the unpaid principal balance plus accrued interest. Delinquent notes receivable from participants are recorded as a distribution based upon the terms of the plan document.
 
Payment of Benefits
 
Benefits are recorded when paid.
 
Recently Issued Accounting Pronouncements
 
In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 was issued to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. generally accepted accounting principles and International Financial Reporting Standards. The guidance in ASU 2011-04 explains how to measure fair value, but does not require additional fair value measurements and is not intended to establish valuation standards or affect valuation practices outside of financial reporting. ASU 2011-04 is effective for fiscal years and interim periods within those fiscal years beginning on or after December 15, 2011. The Plan adopted ASU 2011-04 in 2012. The adoption of ASU 2011-04 did not have a material impact on the Plan’s financial statements.
 
 
NOTE 3:                 INVESTMENTS
 
Participants direct the investment of their account balances into a broad range of investment securities offered by the Plan, including common stock and mutual funds. Investment securities are exposed to various risks, such as counterparty credit risk, liquidity risk and market risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in value of these investments, it is reasonably possible that changes in the values of investment securities may occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the financial statements.
 
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The Plan’s exposure to credit loss in the event of nonperformance of investments is limited to the carrying value of such instruments. The Plan’s concentrations of credit risk, interest rate risk and market risk are dictated by the Plan’s provisions as well as those of ERISA and the participants’ investment preference.
 
Fair Value Hierarchy
 
The Plan’s financial assets and liabilities recorded at fair value have been categorized into three categories based on a fair value hierarchy. In Level I, the fair value of assets and liabilities is determined by reference to quoted prices in active markets for identical assets and liabilities. In Level II, determination of the fair value of assets and liabilities includes valuations using inputs, other than quoted prices, for which all significant outputs are observable, directly or indirectly. This category includes fair value determined using valuation techniques, such as option pricing models and extrapolation using observable inputs. In Level III, determination of the fair value of assets and liabilities is based on inputs that are not readily observable and are significant to the overall fair value measurement. There were no Level II or Level III investments or transfers between levels in 2012 or 2011.
 
Common Stock: Valued at the closing price reported on the New York Stock Exchange.
 
Mutual Funds: Valued at the daily closing price reported by the fund. Mutual funds held by the Plan are open end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
 
Financial assets measured at fair value on a recurring basis are classified in the Level I fair value category as follows.
 
   
Quoted Prices in Active Markets
(Level I)
December 31  (thousands of dollars)
 
2012
   
2011
Mutual funds
         
Equity
 
2,739
   
2,246
Balanced
 
440
   
412
Money market
 
330
   
236
Fixed income
 
317
   
148
   
3,826
   
3,042
Common stock and other
 
54
   
25
Investments at Fair Value
 
3,880
   
3,067
 
Significant Investments
 
The following is a summary of investments which represented five per cent or more of the Plan’s Net Assets Available for Benefits:
 
December 31 (thousands of dollars)
 
2012
   
2011
Fidelity® Diversified International Fund
 
521
   
485
Baron Asset Fund
 
492
   
399
Fidelity® Dividend Growth Fund
 
447
   
349
Fidelity® Equity Income Fund
 
423
   
349
Fidelity® Retirement Money Market Portfolio
 
330
   
236
Spartan® 500 Index Fund
 
272
   
181

 
Page 7
 

 
 
Net Increase (Decrease) in Fair Value of Investments
 
Net Increase in Fair Value of Investments by major category (including investments purchased, sold and held during the year) was as follows:
 
Year ended December 31 (thousands of dollars)
2012
   
2011
 
Mutual funds
333
   
(259
Common stock and other
-
   
3
 
Net (Decrease) Increase in Fair Value of Investments
333
   
(256
 
 
NOTE 4:                 INCOME TAXES
 
The Plan is based on a volume-submitted prototype plan document drafted by Fidelity Management & Research Company. Amended and restated volume submitter plan documents were submitted to the Internal Revenue Service (IRS) effective December 15, 2009, for an updated opinion letter. The IRS has not yet completed its review. The Plan Administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. The Plan is exempt from federal income taxes. Accordingly, no provision for federal income taxes has been made in the accompanying financial statements.
 
The Plan Administrator has analyzed any income tax assets and liabilities of the Plan and has concluded that as of December 31, 2012 and 2011, there are no uncertain income tax positions taken or expected to be taken that would require recognition of a liability or asset, or disclosure in the financial statements. The Plan is subject to audits by taxing jurisdictions, however, there are currently no audits in progress for any tax periods. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2009.
 
 
NOTE 5:                 PARTY-IN-INTEREST AND RELATED PARTY TRANSACTIONS
 
Certain Plan investments are shares of mutual funds managed by an affiliate of Fidelity, the Trustee, therefore these transactions qualify as party-in-interest transactions.
 
In 2012, the Company incurred $95 (2011 - $4,863) of administrative expenses, as described in Note 1, on behalf of the Plan and are not reflected within these financial statements. The Company has not charged the Plan for these expenses.
 
At December 31, 2012, Plan investments included $53,089 (2011 – $23,689) of TransCanada common stock and $1,113 (201 – $1,092) in a TransCanada stock purchase account.  Transactions involving these investments are permitted party-in-interest transactions.
 
 
NOTE 6:                 SUBSEQUENT EVENTS
 
Subsequent events have been assessed up to the date the financial statements were available for issuance.
 

 

Page 8
 
 

 

TRANSCANADA 401(K) AND SAVINGS IBEW 1245 PLAN
 
EIN    #: 98-040263
PLAN #: 003
 
FORM 5500 SCHEDULE H, PART IV, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2012
 
 
 
 
(a)
 
(b)
Identity of Issuer, Borrower,
Lessor or Similar Party
 
 
 
(c)
Description of Investment
   
(e)
Current
Value
(US dollars)
               
*
Fidelity® Diversified International Fund
 
Mutual Fund
   
521,355
 
*
Fidelity® Dividend Growth Fund
 
Mutual Fund
   
492,485
 
 
Baron Asset Fund
 
Mutual Fund
   
446,509
 
           
423,271
 
*
Fidelity® Equity Income Fund
 
Mutual Fund
   
423,271
 
*
Fidelity® Retirement Money Market Portfolio
 
Mutual Fund
   
330,478
 
*
Spartan® 500 Index Fund
 
Mutual Fund
   
271,995
 
*
Spartan® US bond Index ADV
 
Mutual Fund
   
171,574
 
           
171,039
 
 
RS Partners A Fund
 
Mutual Fund
   
171,039
 
 
Mainstay Large Cap Growth Fund I
 
Mutual Fund
   
128,605
 
 
Vanguard Inflation Protected Securities Fund Admiral Shares
  Mutual Fund     128,896  
*
Fidelity Freedom K® 2010 Fund
 
Mutual Fund
   
122,761
 
*
Fidelity Freedom K® 2020 Fund
 
Mutual Fund
   
118,616
 
 
Artisan Mid Cap Value Fund
 
Mutual Fund
   
116,758
 
 
Columbia Mid Cap Growth Fund Z
 
Mutual Fund
   
72,081
 
*
Fidelity Freedom K® 2050 Fund
 
Mutual Fund
   
62,809
 
 
Hartford Growth Y Fund
 
Mutual Fund
   
55,165
 
*
Fidelity Freedom K® 2040 Fund
 
Mutual Fund
   
48,387
 
*
Fidelity Freedom K® 2045 Fund
 
Mutual Fund
   
44,423
 
 
Vanguard Total Intl Stock Index Inv
 
Mutual Fund
   
30,611
 
*
Fidelity Freedom K® 2025 Fund
 
Mutual Fund
   
25,933
 
*
Fidelity Freedom K® Income Fund
 
Mutual Fund
   
18,297
 
*
Fidelity Freedom K® 2030 Fund
 
Mutual Fund
   
9,127
 
*
Spartan® Extended Market Index fund
 
Mutual Fund
   
8,674
 
*
Fidelity Freedom K® 2035 Fund
 
Mutual Fund
   
7,581
 
*
Fidelity Freedom K® 2055 Fund
 
Mutual Fund
   
184
 
 
Total Mutual Funds
       
3,825,616
 
               
*
TransCanada Corporation
 
Common Stock
   
53,089
 
*
TransCanada Corporation
 
Stock Purchase Account
   
1,113
 
               
 
Participant Loans
 
Interest rate of 4.25% maturing through 2020
   
105,842
 
 
Total Investments
       
3,985,660
 
 
* Represents a party-in-interest (Note 5).
 
 
 
Page 9
 
 

 

 
 
 
 
SIGNATURES
 
 
The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee (or other persons who administer the employee benefit plan), have duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: June 25, 2013
 
 
TransCanada 401(k) and Savings IBEW 1245 Plan
 
 
 
By:
 
 
/s/ Jon A. Dobson
                                  
   
Jon A. Dobson
Member
TransCanada USA Investment Committee

 
 
 
 
 
 
 
Page 10