NOTE 8NET INCOME PER COMMON UNIT

Net income per common unit is computed by dividing net income attributable to controlling interests, after deduction of amounts attributable to the General Partner and Class B units, by the weighted average number of common units outstanding.

The amounts allocable to the General Partner equals an amount based upon the General Partner’s effective two percent general partner interest, plus an amount equal to incentive distributions. Incentive distributions are paid to the General Partner if quarterly cash distributions on the common units exceed levels specified in the Partnership Agreement.

The amount allocable to the Class B units in 2016 will equal an amount based upon 30 percent of GTN’s distributable cash flow during the year ending December 31, 2016 less $20 million (2015 — less $15 million).

Net income per common unit was determined as follows:

	Three months ended						Nine months ended
(unaudited)	September 30,						September 30,
(millions of dollars, except per common unit amounts)	2016			2015			2016			2015

Net income attributable to controlling interests	58			49			185			150
Net income attributable to the General Partner	(2		)	(1		)	(4		)	(3		)
Incentive distributions allocated to the General Partner (a)	(2		)	(1		)	(5		)	(2		)
Net income attributable to the Class B units (b)	(11		)	(2		)	(12		)	(2		)

Net income allocated to common units	43			45			164			143

Weighted average common units outstanding (millions) — basic and diluted	66.1		(c)	64.0			65.3		(c)	63.8
Net income per common unit — basic and diluted	$	0.65		$	0.70		$	2.51		$	2.23

^(a)

Under the terms of the Partnership Agreement, for any quarterly period, the participation of the incentive distribution rights (IDRs) is limited to the available cash distributions declared. Accordingly, incentive distributions allocated to the General Partner are based on the Partnership’s available cash during the current reporting period, but declared and paid in the subsequent reporting period.

^(b)

As discussed in Note 7, the Class B units entitle TransCanada to a distribution which is an amount based on 30 percent of GTN’s distributions after achieving certain annual thresholds. The distribution will be payable in the first quarter with respect to the prior year’s distributions. Consistent with the application of Accounting Standards Codification (ASC) Topic 260 — “Earnings per share”, the Partnership allocates a portion of net income attributable to controlling interests to the Class B units in an amount equal to 30 percent of GTN’s total distributable cash flows during the year ending December 31, 2016 less the threshold level of $20 million (2015 - less 15 million). During the six months ended June 30, 2016, the threshold was exceeded and during the nine months ended September 30, 2016, 30 percent of GTN’s total distributable cash flow was $32 million. As a result, $12 million of net income attributable to controlling interests was allocated to the Class B units at September 30, 2016, of which $1 million and $11 million were allocated during the three months ended June 30, 2016 and September 30, 2016, respectively (Refer to Note 7). From April 1, 2015 to September 30, 2015, 30 percent of GTN’s total distributable cash flow was $17 million. As a result, $2 million of net income attributable to controlling interests was allocated to the Class B units for both the three and nine months ended September 30, 2015.

^(c)

Includes the common units subject to rescission. These units are treated as outstanding for financial reporting purposes (Refer to Note 7).