EX-13.2 3 a07-12542_1ex13d2.htm CONSOLIDATED COMPARATIVE INTERIM UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2007

Exhibit 13.2

Consolidated Income

Three months ended March 31
(unaudited)

 

 

 

(millions of dollars except per share amounts)

 

2007

 

2006

 

Revenues

 

2,249

 

1,894

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

Plant operating costs and other

 

732

 

537

 

Commodity purchases resold

 

576

 

505

 

Depreciation

 

290

 

257

 

 

 

1,598

 

1,299

 

 

 

651

 

595

 

Other Expenses/(Income)

 

 

 

 

 

Financial charges

 

237

 

202

 

Financial charges of joint ventures

 

21

 

21

 

Income from equity investments

 

(6

)

(18

)

Interest income and other

 

(25

)

(49

)

 

 

227

 

156

 

 

 

 

 

 

 

Income from Continuing Operations before Income Taxes and Non-Controlling Interests

 

424

 

439

 

Income Taxes

 

 

 

 

 

Current

 

168

 

210

 

Future

 

(37

)

(41

)

 

 

131

 

169

 

 

 

 

 

 

 

Non-Controlling Interests

 

 

 

 

 

Preferred share dividends of subsidiary

 

6

 

6

 

Non-controlling interest in PipeLines LP

 

17

 

13

 

Other

 

5

 

6

 

 

 

28

 

25

 

 

 

 

 

 

 

Net Income from Continuing Operations

 

265

 

245

 

Net Income from Discontinued Operations

 

 

28

 

Net Income

 

265

 

273

 

 

 

 

 

 

 

Net Income Per Share

 

 

 

 

 

Continuing operations

 

$

0.52

 

$

0.50

 

Discontinued operations

 

 

0.06

 

Basic

 

$

0.52

 

$

0.56

 

Diluted

 

$

0.52

 

$

0.56

 

 

 

 

 

 

 

Average Shares Outstanding — Basic (millions)

 

508

 

487

 

Average Shares Outstanding — Diluted (millions)

 

511

 

490

 

 

See accompanying notes to the consolidated financial statements.




Consolidated Cash Flows

Three months ended March 31
(unaudited)

 

 

 

(millions of dollars)

 

2007

 

2006

 

 

 

 

 

 

 

Cash Generated From Operations

 

 

 

 

 

Net income

 

265

 

273

 

Depreciation

 

290

 

257

 

Income from equity investments in excess of distributions received

 

(6

)

(4

)

Future income taxes

 

(37

)

(41

)

Non-controlling interests

 

28

 

25

 

Funding of employee future benefits lower than/(in excess of)

 

 

 

 

 

 expense

 

12

 

(2

)

Other

 

30

 

9

 

 

 

582

 

517

 

Decrease/(increase) in operating working capital

 

36

 

(2

)

Net cash provided by operations

 

618

 

515

 

Investing Activities

 

 

 

 

 

Capital expenditures

 

(306

)

(303

)

Acquisitions, net of cash acquired

 

(4,265

)

 

Deferred amounts and other

 

(61

)

(9

)

Net cash used in investing activities

 

(4,632

)

(312

)

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

Dividends on common shares

 

(156

)

(149

)

Distributions paid to non-controlling interests

 

(16

)

(16

)

Notes payable issued/(repaid), net

 

1,065

 

(633

)

Long-term debt issued

 

1,362

 

878

 

Reduction of long-term debt

 

(325

)

(140

)

Long-term debt of joint ventures issued

 

12

 

2

 

Reduction of long-term debt of joint ventures

 

(12

)

(6

)

Partnership units of subsidiary issued

 

348

 

 

Common shares issued

 

1,690

 

8

 

Net cash provided by/ (used in) financing activities

 

3,968

 

(56

)

 

 

 

 

 

 

Effect of Foreign Exchange Rate Changes on Cash

 

 

 

 

 

and Short-Term Investments

 

(3

)

2

 

 

 

 

 

 

 

(Decrease)/Increase in Cash and Short-Term Investments

 

(49

)

149

 

 

 

 

 

 

 

Cash and Short-Term Investments

 

 

 

 

 

Beginning of period

 

399

 

212

 

 

 

 

 

 

 

Cash and Short-Term Investments

 

 

 

 

 

End of period

 

350

 

361

 

 

 

 

 

 

 

Supplementary Cash Flow Information

 

 

 

 

 

Income taxes paid

 

87

 

217

 

Interest paid

 

273

 

199

 

 

See accompanying notes to the consolidated financial statements.

2




Consolidated Balance Sheet

(unaudited)

 

March 31,

 

December 31,

 

(millions of dollars)

 

2007

 

2006

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and short-term investments

 

350

 

399

 

Accounts receivable

 

1,135

 

1,004

 

Inventories

 

478

 

392

 

Other

 

116

 

297

 

 

 

2,079

 

2,092

 

Long-Term Investments

 

76

 

71

 

Plant, Property and Equipment

 

24,181

 

21,487

 

Goodwill

 

2,878

 

281

 

Other Assets

 

1,888

 

1,978

 

 

 

31,102

 

25,909

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Notes payable

 

1,532

 

467

 

Accounts payable

 

1,570

 

1,500

 

Accrued interest

 

278

 

264

 

Current portion of long-term debt

 

494

 

616

 

Current portion of long-term debt of joint ventures

 

137

 

142

 

 

 

4,011

 

2,989

 

Deferred Amounts

 

1,097

 

1,029

 

Future Income Taxes

 

1,198

 

876

 

Long-Term Debt

 

12,945

 

10,887

 

Long-Term Debt of Joint Ventures

 

864

 

1,136

 

Preferred Securities

 

530

 

536

 

 

 

20,645

 

17,453

 

Non-Controlling Interests

 

 

 

 

 

Preferred shares of subsidiary

 

389

 

389

 

Non-controlling interest in PipeLines LP

 

634

 

287

 

Other

 

83

 

79

 

 

 

1,106

 

755

 

Shareholders’ Equity

 

 

 

 

 

Common shares

 

6,484

 

4,794

 

Contributed surplus

 

274

 

273

 

Retained earnings

 

2,811

 

2,724

 

Accumulated other comprehensive loss

 

(218

)

(90

)

 

 

2,593

 

2,634

 

 

 

9,351

 

7,701

 

 

 

31,102

 

25,909

 

 

See accompanying notes to the consolidated financial statements.

3




Consolidated Comprehensive Income

 

Three months ended March 31
(unaudited)

 

 

 

(millions of dollars)

 

2007

 

2006

 

Net income

 

265

 

273

 

Other comprehensive loss, net of tax

 

 

 

 

 

Change in foreign currency translation gains and losses on investments in foreign operations (1)

 

(37

)

(1

)

Change in gains and losses on hedges of investments in foreign operations (2)

 

9

 

(3

)

Change in gains and losses on derivative instruments designated as cash flow hedges (3)

 

(1

)

 

 

Reclassification to net income of gains and losses on derivative instruments designated as cash flow hedges pertaining to prior periods (4) (5)

 

(3

)

 

 

Other comprehensive loss for the period

 

(32

)

(4

)

Comprehensive income for the period

 

233

 

269

 

 


(1) Net of tax recovery of $5 million (2006 - expense of $1 million).

(2) Net of tax recovery of $5 million (2006 - expense of $2 million).

(3) Net of tax recovery of $5 million.

(4) Net of tax of $2 million.

(5) During the next 12 months, the Company expects to reclassify to net income $86 million ($60 million after tax) of realized net losses for cash flow hedges.

 

See accompanying notes to the consolidated financial statements.

4




Consolidated Shareholders’ Equity

Three months ended March 31
(unaudited)

 

 

 

(millions of dollars)

 

2007

 

2006

 

Common Shares

 

 

 

 

 

Balance at beginning of period

 

4,794

 

4,755

 

Proceeds from shares issued under public offering (1)

 

1,682

 

 

Proceeds from shares issued on exercise of stock options

 

8

 

8

 

Balance at end of period

 

6,484

 

4,763

 

 

 

 

 

 

 

Contributed Surplus

 

 

 

 

 

Balance at beginning of period

 

273

 

272

 

Issuance of stock options

 

1

 

 

Balance at end of period

 

274

 

272

 

 

 

 

 

 

 

Retained Earnings

 

 

 

 

 

Balance at beginning of period

 

2,724

 

2,269

 

Transition adjustment resulting from adopting new financial instruments accounting standards

 

4

 

 

 

Net income

 

265

 

273

 

Common share dividends

 

(182

)

(156

)

Balance at end of period

 

2,811

 

2,386

 

 

 

 

 

 

 

Accumulated Other Comprehensive Loss, net of income taxes

 

 

 

 

 

Balance at beginning of period

 

(90

)

(90

)

Transition adjustment resulting from adopting new financial instruments accounting standards

 

(96

)

 

 

Change in foreign currency translation gains and losses on investments in foreign operations

 

(28

)

(4

)

Change in gains and losses on derivative instruments designated as cash flow hedges

 

(1

)

 

 

Reclassification to net income of gains and losses on derivative instruments designated as cash flow hedges pertaining to prior periods

 

(3

)

 

 

Balance at end of period

 

(218

)

(94

)

Total Shareholders’ Equity

 

9,351

 

7,327

 

 


(1) Net of underwriting commissions and future income taxes.

 

See accompanying notes to the consolidated financial statements.

5




Notes to Consolidated Financial Statements

(Unaudited)

1.              Significant Accounting Policies

The consolidated financial statements of TransCanada Corporation (TransCanada or the Company) have been prepared in accordance with Canadian generally accepted accounting principles (GAAP). The accounting policies applied are consistent with those outlined in TransCanada’s annual audited consolidated financial statements for the year ended December 31, 2006, except for the changes noted below. These consolidated financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the respective periods. These consolidated financial statements do not include all disclosures required in the annual financial statements and should be read in conjunction with the 2006 audited consolidated financial statements included in TransCanada’s 2006 Annual Report.  Amounts are stated in Canadian dollars unless otherwise indicated. Certain comparative figures have been reclassified to conform with current period’s presentation.

In Pipelines, which consists primarily of the Company’s investments in regulated pipelines and natural gas storage facilities, annual revenues and net earnings fluctuate over the long term based on regulators’ decisions and negotiated settlements with shippers.  Generally, quarter-over-quarter revenues and net earnings during any particular fiscal year remain relatively stable with fluctuations resulting from adjustments being recorded due to regulatory decisions and negotiated settlements with shippers, seasonal fluctuations in short-term throughput on U.S. pipelines and items outside of the normal course of operations.

In Energy, which consists primarily of the Company’s investments in electrical power generation plants and non-regulated natural gas storage facilities, quarter-over-quarter revenues and net earnings are affected by seasonal weather conditions, customer demand, market prices, planned and unplanned plant outages as well as items outside of the normal course of operations.

Since a determination of the value of many assets, liabilities, revenues and expenses is dependent upon future events, the preparation of these consolidated financial statements requires the use of estimates and assumptions. In the opinion of Management, these consolidated financial statements have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies.

2.              Changes In Accounting Policies

Changes for 2007

Effective January 1, 2007, the Company adopted the new Canadian Institute of Chartered Accountants (CICA) Handbook accounting requirements for Section 3855 “Financial Instruments – Recognition and Measurement”, Section 3865 “Hedges”, Section 3861 “Financial Instruments – Disclosure and Presentation”, Section 1530 “Comprehensive Income”, Section 3251 “Equity” and Section 1506 “Accounting Changes”.   Adjustments to first quarter consolidated financial statements for 2007 have been made in accordance with the transitional provisions for these new standards.

6




Financial Instruments

All financial instruments, including derivatives, are included on the balance sheet initially at fair value. The financial assets are classified as held-for-trading, held-to-maturity, loans and receivables, or available-for-sale. Financial liabilities are classified as held-for-trading or other financial liabilities. Subsequent measurement is determined by classification.

Held-for-trading financial assets and liabilities are entered into with the intention of generating a profit and consist of swaps, options, forwards and futures. These financial instruments are initially accounted for at their fair value and changes to fair value are recorded in income. Held-to-maturity financial assets are accounted for at their amortized cost using the effective interest method. The Company did not have any of these financial instruments at March 31, 2007. Loans and receivables are accounted for at their amortized cost using the effective interest method. The available-for-sale classification includes non-derivative financial assets that are designated as available-for-sale or are not included in the other three classifications. These instruments are initially accounted for at their fair value and changes to fair value are recorded through Other Comprehensive Income. Income earned from these assets is included in Interest Income and Other.

Other financial liabilities not classified as held-for-trading are accounted for at their amortized cost, using the effective interest method. Interest expense is included in Financial Charges and Financial Charges of Joint Ventures.

Derivatives embedded in other financial instruments or contracts (the host instrument) are recorded as separate derivatives and are measured at fair value if the economic characteristics of the embedded derivative are not closely related to the host instrument, the terms of the embedded derivative are the same as those of a stand-alone derivative and the total contract is not held-for-trading or accounted for fair value. Changes in fair value are included in income. All derivatives, other than those that meet the normal purchases and sales exceptions, are carried on the balance sheet at fair value. The Company used January 1, 2003 as the transition date for embedded derivatives.

Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial instrument. Effective January 1, 2007, the Company began offsetting long-term debt transaction costs against the associated debt and began amortizing these costs using the effective interest rate method. Previously, these costs were amortized straight-line over the life of the debt. There was no material effect on the Company’s financial statements as a result of this change in policy. In first quarter 2007, the charge to Net Income for the amortization of transaction costs using the effective interest method was not material.

As part of the accounting for the Company’s regulated operations, gains or losses from the changes in the fair value of financial instruments within the regulated operations are included in regulatory assets or regulatory liabilities.

7




Hedges

The new standard specifies the circumstances under which hedge accounting is permissible, how hedge accounting may be performed and where the impacts should be recorded. The standard introduces three specific types of hedging relationships: fair value hedges, cash flow hedges and hedges of a net investment in self-sustaining foreign operations.

As part of its asset and liability management, the Company uses derivatives for hedging positions to reduce its exposure to credit and market risk. The Company designates certain derivatives as hedges and prepares documentation at the inception of the hedging contract. The Company performs an assessment at inception and during the term of the contract to determine if the derivative used as a hedge is effective in offsetting the risks in the values or cash flows of the hedged financial instrument. All derivatives are initially recorded at fair value and adjusted to fair value at each reporting date.

Fair value hedges primarily consist of interest rate swaps used to mitigate the effect of changes in the fair value of fixed-rate long-term financial instruments due to movements in market interest rates. Changes in the value of fair value hedges are recorded in Financial Charges and Interest Income and Other, for interest-rate and foreign exchange hedges, respectively. Any gains or losses arising from the ineffectiveness are recognized immediately in income in the same financial category as the underlying transaction.

The Company uses cash flow hedges to reduce its exposure to fluctuations in interest rates, foreign exchange and changes in commodity prices. The effective portion of changes in the value of cash flow hedges is recognized in Other Comprehensive Income. Ineffective portions and amounts excluded from effectiveness testing of hedges are included in income in the same financial category as the underlying transaction. Gains or losses from cash flow hedges that have been included in Accumulated Other Comprehensive Income are included in Net Income when the underlying transaction has occurred or becomes probable of not occurring. The maximum length of time the Company is hedging its exposure to variability in future cash flows is 10 years.

The Company hedges its foreign currency exposure of investments in self-sustaining foreign operations with certain cross-currency swaps, forward exchange contracts and options. These financial instruments are adjusted to fair value and the effective portion of gains or losses associated with these adjustments are included in Other Comprehensive Income. In addition, the Company hedges its net investment with certain U.S. dollar-denominated long-term debt, which is valued at period-end foreign exchange rates. Gains or losses arising from ineffective portions of the hedge are included in income. Gains or losses from these hedges that have been included in Accumulated Other Comprehensive Income are reclassified to Net Income in the event the Company settles or otherwise disposes of the investment.

Comprehensive Income and Equity

The Company’s financial statements include a statement of Consolidated Comprehensive Income. In addition, as required by Section 3251, the Company now presents separately in its Changes in Consolidated Shareholders’ Equity the changes for each of its components of Shareholders’ Equity.  A new component, Accumulated Other Comprehensive Income, has been added to the Company’s Shareholders’ Equity as a result of the implementation of this new standard.

8




Net Effect of Accounting Policy Changes

The net effect to the Company’s financial statements at January 1, 2007 resulting from the above-mentioned changes in accounting policies is as follows.

Increases/ (decreases)

(unaudited)
(millions of dollars)

 

Other current assets

 

(127

)

Other assets

 

(203

)

Accounts payable

 

(29

)

Deferred amounts

 

(75

)

Future income taxes

 

(42

)

Long-term debt

 

(85

)

Long-term debt of joint ventures

 

(7

)

Accumulated other comprehensive loss

 

(186

)

Foreign exchange adjustment

 

90

 

Retained earnings

 

4

 

 

Future Accounting Changes

Section 1535 Capital Disclosures

Effective for interim and annual financial statements for fiscal years beginning on or after October 1, 2007, the new CICA Handbook Section 1535 “Capital Disclosures” requires the disclosure of qualitative and quantitative information about the Company’s objectives, policies and processes for managing capital.

Section 3862 Financial Instruments – Disclosures and Section 3863 – Financial Instruments – Presentation

Effective for interim and annual financial statements for fiscal years beginning on or after October 1, 2007, the new CICA Handbook Sections 3862 and 3863 will replace Section 3861 to prescribe the requirements for presentation and disclosure of financial instruments.

9




3.     Segmented Information

 

 

Three months ended March 31

 

 

 

Pipelines

 

Energy

 

Corporate

 

Total

 

(unaudited — millions of dollars)

 

2007

 

2006

 

2007

 

2006

 

2007

 

2006

 

2007

 

2006

 

Revenues

 

1,124

 

977

 

1,125

 

917

 

 

 

2,249

 

1,894

 

Plant operating costs and other

 

(383

)

(317

)

(347

)

(219

)

(2

)

(1

)

(732

)

(537

)

Commodity purchases resold

 

 

 

(576

)

(505

)

 

 

(576

)

(505

)

Depreciation

 

(251

)

(226

)

(39

)

(31

)

 

 

(290

)

(257

)

 

 

490

 

434

 

163

 

162

 

(2

)

(1

)

651

 

595

 

Financial charges and non-controlling interests

 

(217

)

(192

)

1

 

 

(49

)

(35

)

(265

)

(227

)

Financial charges of joint ventures

 

(16

)

(14

)

(5

)

(7

)

 

 

(21

)

(21

)

Income from equity investments

 

6

 

18

 

 

 

 

 

6

 

18

 

Interest income and other

 

7

 

32

 

3

 

2

 

15

 

15

 

25

 

49

 

Income taxes

 

(115

)

(121

)

(56

)

(57

)

40

 

9

 

(131

)

(169

)

Income from Continuing Operations

 

155

 

157

 

106

 

100

 

4

 

(12

)

265

 

245

 

Income from Discontinued Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28

 

Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

265

 

273

 

 

Total Assets

 

(unaudited — millions of dollars)

 

March 31, 2007

 

December 31, 2006

 

Pipelines

 

23,764

 

18,320

 

Energy

 

6,292

 

6,500

 

Corporate

 

1,046

 

1,089

 

 

 

31,102

 

25,909

 

 

4.     Acquisitions and Dispositions

ANR and Great Lakes

In February 2007, TransCanada acquired American Natural Resources Company and ANR Storage Company (together ANR) and an additional 3.55 per cent interest in Great Lakes from El Paso Corporation for approximately US$3.4 billion, subject to certain post-closing adjustments, including US$491 million of assumed long-term debt. The acquisition was accounted for using the purchase method of accounting. TransCanada began consolidating ANR and Great Lakes, in the Pipelines segment, subsequent to the acquisition date. The preliminary allocation of the purchase price was as follows .

Purchase Price Allocation

 

(unaudited)
(millions of US dollars)

 

ANR

 

Great Lakes

 

Total

 

Current assets

 

260

 

4

 

264

 

Plant, property and equipment

 

1,871

 

35

 

1,906

 

Other non-current assets

 

84

 

 

84

 

Goodwill

 

1,759

 

21

 

1,780

 

Current liabilities

 

(169

)

(3

)

(172

)

Long-term debt

 

(475

)

(16

)

(491

)

Other non-current liabilities

 

(441

)

(13

)

(454

)

 

 

2,889

 

28

 

2,917

 

 

A preliminary allocation of the purchase price has been made using fair values of the net assets at the date of acquisition.  As ANR’s and Great Lakes’ tolls are subject to rate regulation based on historical costs, the regulated net assets, other than gas held for sale, were determined to have a fair value equal to their rate regulated values.

10




Goodwill will be evaluated on an annual basis for impairment. Factors that contributed to goodwill included the opportunity to expand in the US market and gaining a stronger competitive position in the North American gas transmission business. The goodwill recognized on this transaction is not amortizable for tax purposes.

PipeLines LP Acquisition of Great Lakes

In February 2007, PipeLines LP acquired a 46.45 per cent interest in Great Lakes from El Paso Corporation for approximately US$942 million, subject to certain post-closing adjustments, including US$209 million of assumed long-term debt. The acquisition was accounted for using the purchase method of accounting. TransCanada began consolidating Great Lakes in the Pipelines segment subsequent to the acquisition date. The preliminary allocation of the purchase price was as follows.

Purchase Price Allocation

 

 

(unaudited)
(millions of US dollars)

 

 

 

Current assets

 

42

 

Plant, property and equipment

 

465

 

Other non-current assets

 

1

 

Goodwill

 

457

 

Current liabilities

 

(23

)

Long-term debt

 

(209

)

 

 

733

 

 

A preliminary allocation of the purchase price has been made using fair values of the net assets at the date of acquisition.  As Great Lakes’ tolls are subject to rate regulation based on historical costs, the regulated net assets, other than gas held for sale, were determined to have a fair value equal to their rate regulated values.

Goodwill will be evaluated on an annual basis for impairment. Factors that contributed to goodwill included the opportunity to expand in the US market and gaining a stronger competitive position in the North American gas transmission business. The goodwill recognized on this transaction is amortizable for tax purposes.

PipeLines LP

In February 2007, PipeLines LP completed a private placement offering of 17,356,086 common units at a price of US$34.57 per unit, of which 50 per cent of the units were acquired by TransCanada for US$300 million. TransCanada also invested an additional US$12 million to maintain its general partnership ownership interest in PipeLines LP. As a result of these additional investments in PipeLines LP, TransCanada’s ownership in PipeLines LP increased to 32.1 per cent on February 22, 2007. The total private placement plus TransCanada’s additional investment resulted in gross proceeds to PipeLines LP of US$612 million, which were used to partially finance its Great Lakes acquisition.

5.              Notes Payable and Long-Term Debt

In March 20, 2007, TCPL filed debt shelf prospectuses in Canada and the U.S. qualifying for the issuance of $1.5 billion of medium-term notes and US$1.5 billion of debt securities, respectively.

11




On March 20, 2007, ANR Pipeline Company provided notice to the New York Stock Exchange of its intention to voluntarily withdraw from listing its 9.625 per cent Debentures due 2021, 7.375 per cent Debentures due 2024, and 7.0 per cent Debentures due 2025.  Following the delisting, which became effective April 12, 2007, ANR Pipeline Company deregistered these securities from registration with the U.S. Securities Exchange Commission (SEC).

In February 2007, the Company utilized $1.5 billion and US$700 million of a US$2.2 billion, one-year bridge facility to partially finance the ANR and Great Lakes acquisitions. Interest is charged at a floating rate based on the London Inter Bank Offered Rate (LIBOR). At March 31, 2007, the Company had an outstanding balance of US$488 million on this facility.

Also in February 2007, the Company, through a wholly owned subsidiary, drew US$1.0 billion on a newly-established credit facility consisting of a US$700 million five-year term loan and a US$300 million five-year extendible revolving facility. Interest is charged at a floating rate based on LIBOR. These funds, together with an additional US$100 million from an existing demand line, were used to partially finance the ANR and Great Lakes acquisitions, as well as its additional investment in PipeLines LP. At March 31, 2007, the Company had an outstanding balance of US$1.0 billion on the credit facility and US$85 million on the demand line.

On February 22, 2007, PipeLines LP increased the size of its syndicated revolving credit and term loan facility in connection with its Great Lakes acquisition. The amount available under the facility increased from US$410 million to US$950 million, consisting of a US$700 million senior term loan and a US$250 million senior revolving credit facility, with US$194 million of the senior term loan available being terminated upon closing of the Great Lakes acquisition. Interest was charged at floating rate based on LIBOR.

6.              Share Capital

In February and March 2007, TransCanada issued, through a subscription receipts offering, 45,390,500 common shares at a price of $38.00 each, resulting in gross proceeds of approximately $1.725 billion, which were used towards financing the acquisition of ANR and Great Lakes.

7.              Financial Instruments and Risk Management

The carrying values of the financial assets and liabilities represented on the Consolidated Balance Sheet approximate fair values except for long-term debt.  The fair value of long-term debt at March 31, 2007 approximated the reported amount at December 31, 2006.

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The fair values of financial instruments that are included in Other Current Assets, Other Assets, Accounts Payable and Deferred Amounts at March 31, 2007 are as follows.

Financial Instruments Summary (1) (2)

 

March 31, 2007

 

(unaudited)

 

Fair

 

(millions of dollars)

 

Value

 

FINANCIAL ASSETS (3)

 

 

 

Held-for-trading (4) (5)

 

119

 

Loans and Receivables

 

236

 

Available-for-sale (4)

 

15

 

Total

 

370

 

 

 

 

 

Hedges (6)

 

 

 

Cash flow hedges

 

69

 

Fair value hedges

 

1

 

Net investment hedges

 

73

 

Total

 

143

 

 

 

513

 

FINANCIAL LIABILITIES (7)

 

 

 

Held-for-trading (4) (5)

 

135

 

Other financial liabilities

 

73

 

Total

 

208

 

 

 

 

 

Hedges (6)

 

 

 

Cash flow hedges

 

240

 

 

 

448

 

 


(1)   Includes derivatives used in our regulatory operations at their regulatory values.

(2)   Consolidated Net Income for the three months ended March 31, 2007 included $4 million of net losses related to fair value adjustments of financial assets and liabilities.

(3)   Current Other Assets included $20 million of held-for-trading financial assets and $32 million of cash flow hedges. The remainder of the financial assets are included in Other Assets.

(4)   At December 31, 2006, Other Assets included $103 million and $14 million of financial instruments that would be classified in 2007 as held-for-trading and available-for-sale, respectively. Deferred amounts included $69 million of financial instruments that would be classified in 2007 as held-for-trading.

(5)   Consolidated Net Income for the three months ended March 31, 2007 included $4 million of net losses related to fair value adjustments of held-for-trading financial instruments.

(6)   Consolidated Net Income for the three months ended March 31, 2007 did not include any amounts for the change in fair value of cash flow hedges and fair value hedges that was ineffective in offsetting the change in fair value of their related underlyings.

(7)   Accounts Payable included $8 million of held-for-trading financial liabilities and $108 million of cash flow hedges. The remainder of the financial liablitites are included in Deferred Amounts.

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Interest, Foreign Exchange and Energy Risk Management

During the period, the Company had positions in the following types of derivatives:

Forwards and futures contracts are contractual agreements to buy or sell a specific financial instrument at a specified price and date in the future. The Company enters into foreign exchange and commodity forwards and futures to mitigate volatility in changes in foreign exchange rates and power and gas prices, respectively.

Swaps are contractual agreements between two parties to exchange movements in interest or foreign currency rates. The Company enters into interest rate and cross-currency swaps to mitigate changes in interest rates and foreign exchange, respectively.

Options are contractual agreements to convey the right, but not the obligation, for the purchaser either to buy or sell a specific amount of a financial instrument at a fixed price, either at a fixed date or at any time within a specified period. The Company enters into option agreements to mitigate changes in interest rates, foreign exchange and commodity prices.

The Company has long-term debt, interest rate swaps and interest rate options that have a fixed interest rate and, therefore, are subject to interest rate price risk. The Company has long-term debt, interest-rate swaps and interest-rate options, which have a floating interest rate and, therefore, are subject to interest rate cash flow risk.

The Company calculated the fair value of foreign exchange and interest rate derivatives using quoted market rates. The fair value of power and natural gas derivatives was calculated using estimated forward prices for the relevant period. The changes in fair value for interest rate and foreign exchange derivatives are included in Financial Charges and Interest Income and Other, respectively.

The Company executes power, natural gas and heat rate derivatives for overall management of its asset portfolio. Heat rate contracts are agreements for the sale or purchase of power that are priced based on a natural gas index. In accordance with the Company’s accounting policy, the fair value of these derivatives are recorded as financial assets and liabilities.

The Company hedges its net investment in self-sustaining foreign operations with U.S. dollar-denominated debt, cross-currency swaps, forward exchange contracts and options. At March 31, 2007, the Company had designated U.S. dollar-denominated debt with a carrying value of $3,333 million (US$2,891 million) and a fair value of $3,511 million (US$3,045 million) and swaps, forwards and options with a fair value of $73 million (US$64 million) as net investment hedges.

Other Risk Management

Currency risk arises when the fair value or future cash flows of a financial instrument fluctuate due to changes in foreign exchange rates. The Company manages currency risk through the use of derivatives such as currency swaps, options and forward foreign exchange contracts.

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Market risk is the risk that the fair value of future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rates, foreign exchange and commodity prices. In order to manage market risk, the Company enters into offsetting physical positions and derivative financial instruments. Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial instruments.

8.              Income Taxes

In first quarter 2007, TransCanada recorded income tax benefits of approximately $10 million from the resolution of certain income tax matters, as well as a $5 million income tax benefit from an internal restructuring.

9.              Employee Future Benefits

The net benefit plan expense for the Company’s defined benefit pension plans and other post-employment benefit plans for the three months ended March 31, 2007 is as follows.

Three months ended March 31

 

Pension Benefit Plans

 

Other Benefit Plans

 

(unaudited - millions of dollars)

 

2007

 

2006

 

2007

 

2006

 

Current service cost

 

11

 

9

 

 

 

Interest cost

 

17

 

17

 

1

 

2

 

Expected return on plan assets

 

(19

)

(18

)

 

 

Amortization of transitional obligation related to regulated business

 

 

 

1

 

1

 

Amortization of net actuarial loss

 

6

 

7

 

1

 

1

 

Amortization of past service costs

 

1

 

1

 

 

 

Net benefit cost recognized

 

16

 

16

 

3

 

4

 

 

TransCanada welcomes questions from shareholders and potential investors. Please telephone:

Investor Relations, at 1-800-361-6522 (Canada and U.S. Mainland) or direct dial David Moneta/Myles Dougan at (403) 920-7911. The investor fax line is (403) 920-2457. Media Relations: Shela Shapiro at (403) 920-2240

Visit TransCanada’s Internet site at: http://www.transcanada.com

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