RNS Number:8670J
TransCanada Pipelines Ld
16 March 2005
PART 5
SUPPLEMENTARY INFORMATION
FIVE-YEAR FINANCIAL HIGHLIGHTS
(millions of dollars except where 2004 2003 2002 2001 2000
indicated)
Income Statement
Revenues 5,107 5,357 5,214 5,275 4,384
Net income from continuing operations 1,031 859 805 753 707
Net income 1,083 909 805 686 768
Net income/(loss) by segment
Gas Transmission 586 622 653 585 623
Power 396 220 146 168 85
Corporate (4 ) (41 ) (52 ) (67 ) (80 )
Continuing operations 978 801 747 686 628
Discontinued operations 52 50 - (67 ) 61
Net income applicable to common shares 1,030 851 747 619 689
Cash Flow Statement
Funds generated from continuing 1,672 1,810 1,827 1,624 1,495
operations
Capital expenditures and acquisitions 1,992 961 827 1,077 1,135
Dividends and preferred securities 623 588 546 517 536
charges
Balance Sheet
Assets
Plant, property and equipment
Gas Transmission 17,325 16,055 16,071 16,481 16,864
Power 1,342 1,310 1,340 1,116 776
Corporate 37 50 64 66 111
Total assets
Continuing operations 22,122 20,687 20,033 19,865 19,917
Discontinued operations 7 11 139 276 5,007
Capitalization
Long-term debt 9,713 9,465 8,815 9,347 9,928
Non-recourse debt of joint ventures 779 761 1,222 1,295 1,296
Preferred securities (liability 19 22 238 237 243
component)
Preferred securities (equity 670 672 674 675 969
component)
Preferred shares 389 389 389 389 389
Common shareholders' equity 6,484 6,044 5,747 5,426 5,211
U.S. GAAP information
Net income/(loss)
Continuing operations before 997 810 774 715 642
extraordinary items
Discontinued operations 52 50 - (67 ) 61
Extraordinary item - - - - 13
Net income 1,049 860 774 648 716
Net income/(loss) per share
Continuing operations before $ 2.07 $ 1.68 $ 1.57 $ 1.46 $ 1.27
extraordinary items
Discontinued operations $ 0.11 $ 0.11 $ - $(0.14 ) $ 0.13
Extraordinary item $ - $ - $ - $ - $ 0.03
Net income applicable to common $ 2.18 $ 1.79 $ 1.57 $ 1.32 $ 1.43
shares per share - Basic
Net income applicable to common $ 2.18 $ 1.79 $ 1.56 $ 1.32 $ 1.43
shares per share - Diluted
Common shareholders' equity 6,442 5,932 5,642 5,360 5,163
F-48
Per Common Share Data (dollars) 2004 2003 2002 2001 2000
Net income - Basic
Continuing operations $ 2.03 $ 1.66 $ 1.56 $ 1.44 $ 1.32
Discontinued operations 0.11 0.11 - (0.14 ) 0.13
$ 2.14 $ 1.77 $ 1.56 $ 1.30 $ 1.45
Net income - Diluted
Continuing operations $ 2.03 $ 1.66 $ 1.55 $ 1.44 $ 1.32
Discontinued operations 0.11 0.11 - (0.14 ) 0.13
$ 2.14 $ 1.77 $ 1.55 $ 1.30 $ 1.45
Dividends declared(1) $ 1.17 $ 1.08 $ 1.00 $ 0.90 $ 0.80
Per Preferred Share Data (dollars)
Series U Cumulative First Preferred $ 2.80 $ 2.80 $ 2.80 $ 2.80 $ 2.80
Shares
Series Y Cumulative First Preferred $ 2.80 $ 2.80 $ 2.80 $ 2.80 $ 2.80
Shares
Financial Ratios
Earnings to fixed charges(2) 2.6 2.4 2.4 2.2 2.0
Earnings to fixed charges (per U.S. 2.4 2.1 2.2 2.0 2.0
GAAP)(3)
(1)
Effective May 15, 2003, TCPL dividends have been declared in an amount equal
to the aggregate dividend paid by TransCanada. The amounts presented reflect
the aggregate amount divided by total outstanding common shares of TCPL.
(2)
The ratio of earnings to fixed charges is determined by dividing the income
from continuing operations before financial charges and income taxes,
excluding undistributed income from equity investees by the financial
charges incurred by the company (including capitalized interest).
(3)
The ratio is determined in the manner described in (1) above, but utilizing
similar information determined in accordance with U.S. GAAP. Differences are
described in Note 23 to the consolidated financial statements "U.S. GAAP".
F-49
COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-U.S.
REPORTING DIFFERENCE
In the United States, reporting standards for auditors require the
addition of an explanatory paragraph (following the opinion paragraph) when
there is a change in accounting principles that has a material effect on the
comparability of the Company's financial statements, such as the changes
described in Note 2 - Accounting Changes - to the Company's consolidated
financial statements as at December 31, 2004 and 2003, and for each of the years
in the three-year period ended December 31, 2004 which are incorporated by
reference herein. Our report to the shareholders dated February 28, 2005, which
is incorporated by reference herein, is expressed in accordance with Canadian
reporting standards which do not require a reference to such a change in
accounting principles in the auditors' report when the change is properly
accounted for and adequately disclosed in the financial statements.
/s/ KPMG LLP
Chartered Accountants
Calgary, Canada
February 28, 2005
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CONSOLIDATED AUDITED ANNUAL FINANCIAL STATEMENTS AND MANAGEMENT'S DISCUSSION &
ANALYSIS
UNDERTAKING
DISCLOSURE CONTROLS AND PROCEDURES
AUDIT COMMITTEE FINANCIAL EXPERT
CODE OF ETHICS
PRINCIPAL ACCOUNTANT FEES AND SERVICES
OFF-BALANCE SHEET ARRANGEMENTS
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
IDENTIFICATION OF THE AUDIT COMMITTEE
FORWARD-LOOKING INFORMATION
SIGNATURES
TRANSCANADA PIPELINES LIMITED ANNUAL INFORMATION FORM
TABLE OF CONTENTS
PRESENTATION OF INFORMATION
FORWARD-LOOKING INFORMATION
REFERENCE INFORMATION
TRANSCANADA PIPELINES LIMITED
GENERAL DEVELOPMENT OF THE BUSINESS
BUSINESS OF TCPL
HEALTH, SAFETY AND ENVIRONMENT
LEGAL PROCEEDINGS
TRANSFER AGENT AND REGISTRAR
INTEREST OF EXPERTS
RISK FACTORS
DIVIDENDS
DESCRIPTION OF CAPITAL STRUCTURE
RATINGS
MARKET FOR SECURITIES
DIRECTORS AND OFFICERS
CORPORATE GOVERNANCE
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
SECURITIES OWNED BY DIRECTORS
COMPENSATION OF DIRECTORS
Cash Fees Paid to Directors in 2004 (1)
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive Compensation Structure and Policies
Overview of Executive Compensation Elements
Share Ownership Guidelines
Changes to the Executive Compensation Program
Stock Option Plan
Performance Unit Plan
Compensation of the Chief Executive Officer
Performance Graph
Compensation of Executive Officers of TCPL
Executive Compensation Information
Long-term Incentive Plan Awards
Equity Compensation Plan Information
Securities Authorized For Issuance under Equity Compensation Plans
Long-term Incentive Plan Grants Outstanding
Executive Share Unit Plan
Performance Unit Plan
Pension and Retirement Benefits for Executive Officers
Supplemental Disclosure of Compensation
Employee Stock Savings Plan
Employment Contracts
ADDITIONAL INFORMATION
GLOSSARY
SCHEDULE "A"
SCHEDULE "B" CHARTER OF THE AUDIT COMMITTEE
PART II Specific Mandate of Committee
REPORT OF MANAGEMENT
AUDITORS' REPORT
TRANSCANADA PIPELINES LIMITED CONSOLIDATED INCOME
TRANSCANADA PIPELINES LIMITED CONSOLIDATED CASH FLOWS
TRANSCANADA PIPELINES LIMITED CONSOLIDATED BALANCE SHEET
TRANSCANADA PIPELINES LIMITED CONSOLIDATED RETAINED EARNINGS
TRANSCANADA PIPELINES LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
EX-23.1
Exhiobit 23.1
a2153568zex-23_1.htm
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Exhibit 23.1
ACCOUNTANTS' CONSENT
To: The Board of Directors
TransCanada PipeLines Limited
We consent to the use of our report dated February 28, 2005 on the
consolidated balance sheets of TransCanada PipeLines Limited (the "Company") as
at December 31, 2004 and 2003 and the statements of consolidated income,
consolidated retained earnings, and consolidated cash flows for each of the
years in the three-year period ended December 31, 2004 and our Comments for U.S.
Readers on Canada - U.S. Reporting Difference, dated February 28, 2005, both of
which are incorporated by reference in this Annual Report on Form 40-F of the
Company for the year ended December 31, 2004.
We also consent to incorporation by reference of our report and Comments
for U.S. Readers on Canada - U.S. Reporting Difference in the Amendment No. 1 on
Form F-9 dated December 21, 2004 to the Registration Statement (No. 333-121265)
on Form F-9 dated December 15, 2004 of TransCanada PipeLines Limited.
/s/ KPMG LLP
Chartered Accountants
Calgary, Canada
February 28, 2005
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Exhibit 23.1
EX-31.1
Exhibit 31.1
a2153568zex-31_1.htm
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Exhibit 31.1
Certifications
I, Harold N. Kvisle, certify that:
1.
I have reviewed this annual report on Form 40-F of TransCanada PipeLines
Limited;
2.
Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3.
Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4.
The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
(b)
evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(c)
disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
(a)
all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b)
any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Dated March 15, 2005
/s/ Harold N. Kvisle
Harold N. Kvisle
President and Chief Executive Officer
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Exhibit 31.1
EX-31.2
Exhibit 31.2
a2153568zex-31_2.htm
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Exhibit 31.2
Certifications
I, Russell K. Girling, certify that:
1.
I have reviewed this annual report on Form 40-F of TransCanada PipeLines
Limited;
2.
Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3.
Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4.
The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
(b)
evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(c)
disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
(a)
all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b)
any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Dated March 15, 2005
/s/ Russell K. Girling
Russell K. Girling
Executive Vice-President, Corporate Development and Chief
Financial Officer
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Exhibit 31.2
EX-32.1
Exhibit 32.1
a2153568zex-32_1.htm
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Exhibit 32.1
TRANSCANADA PIPELINES LIMITED
450 - 1st Street S.W.
Calgary, Alberta, Canada
T2P 5H1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
UNDER SECTION 906 OF SARBANES-OXLEY ACT OF 2002
I, Harold N. Kvisle, the Chief Executive Officer of TransCanada PipeLines
Limited (the "Company"), in compliance with 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify, in
connection with the Company's Annual Report as filed on Form 40-F for the fiscal
year ending December 31, 2004 with the Securities and Exchange Commission (the
"Report"), that:
1.
The Report fully complies with the requirements of Section 13(a) or 15
(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
/s/ HAROLD N. KVISLE Harold N. Kvisle
Chief Executive Officer
March 15, 2005
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Exhibit 32.1
EX-32.2
Exhibit 32.2
a2153568zex-32_2.htm
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Exhibit 32.2
TRANSCANADA PIPELINES LIMITED
450 - 1st Street S.W.
Calgary, Alberta, Canada
T2P 5H1
CERTIFICATION OF CHIEF FINANCIAL OFFICER
UNDER SECTION 906 OF SARBANES-OXLEY ACT OF 2002
I, Russell K. Girling, the Chief Financial Officer of TransCanada PipeLines
Limited (the "Company"), in compliance with 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify, in
connection with the Company's Annual Report as filed on Form 40-F for the fiscal
year ending December 31, 2004 with the Securities and Exchange Commission (the
"Report"), that:
1.
The Report fully complies with the requirements of Section 13(a) or 15
(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
/s/ RUSSELL K. GIRLING Russell K. Girling
Chief Financial Officer
March 15, 2005
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Exhibit 32.2
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