Obligation TransCanada Pipeline 6.2% ( US89352HAD17 ) en USD

TransCanada Pipeline

105.902 % ▼

Canada

US89352HAD17 ( en USD )

6.2% par an ( paiement semestriel )

15/10/2037

Prospectus brochure de l'obligation TransCanada PipeLines US89352HAD17 en USD 6.2%, échéance 15/10/2037

1 000 USD

1 000 000 000 USD

89352HAD1

BBB+ ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/10/2026 ( Dans 99 jours )

TransCanada PipeLines, désormais connue sous le nom de TC Energy, est une entreprise énergétique nord-américaine majeure spécialisée dans le développement et l'exploitation de vastes infrastructures de transport de gaz naturel et de pétrole.

L'Obligation émise par TransCanada Pipeline ( Canada ) , en USD, avec le code ISIN US89352HAD17, paye un coupon de 6.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2037

L'Obligation émise par TransCanada Pipeline ( Canada ) , en USD, avec le code ISIN US89352HAD17, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par TransCanada Pipeline ( Canada ) , en USD, avec le code ISIN US89352HAD17, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Page 1 of 57
SUPPL 1 a2179891zsuppl.htm PROSPECTUS SUPPLEMENT
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Filed pursuant to
General Instruction II.K of Form F-9;
File No. 333-145980
Prospectus Supplement
(To Prospectus dated September 12, 2007)

TransCanada PipeLines Limited
US$1,000,000,000
6.200% Senior Notes Due 2037
Interest payable April 15 and October 15
Issue price: 99.565%
The notes will mature on October 15, 2037. Interest will accrue from October 5, 2007. We may redeem some or all of the
notes at any time at the redemption price described under "Description of the notes--Optional redemption" in this prospectus
supplement.
Investing in the notes involves risk. See "Risk factors" on page S-6 of this prospectus supplement and on page 20 of
the accompanying prospectus.
We are permitted, as a Canadian issuer under a multijurisdictional disclosure system adopted by the United States, to
prepare this prospectus supplement and the accompanying prospectus in accordance with Canadian disclosure
requirements. You should be aware that such requirements are different from those of the United States. The
financial statements included or incorporated by reference herein have been prepared in accordance with Canadian
generally accepted accounting principles ("Canadian GAAP") and are subject to Canadian auditing and auditor
independence standards, and as a result may not be comparable to financial statements of United States companies.
Information regarding the impact upon the Corporation's financial statements of significant differences between
Canadian and United States generally accepted accounting principles is contained in the Corporation's restated
audited related supplemental note entitled "Restated Reconciliation to United States GAAP" as at December 31, 2006
and 2005 and for each of the years in the three year period ended December 31, 2006 and the unaudited related
supplemental note entitled "Reconciliation to United States GAAP" as at June 30, 2007 and for the three and six
month periods ended June 30, 2007 and 2006.
Owning the notes may have tax consequences for you both in the United States and Canada. This prospectus
supplement and the accompanying prospectus may not describe these tax consequences fully. You should read the tax
discussion under "Certain income tax considerations" in this prospectus supplement.
Your ability to enforce civil liabilities under the United States federal securities laws may be affected adversely
because we are incorporated or organized under the laws of Canada, some or all of our officers and directors may be
residents of Canada, some or all of the experts named in this prospectus supplement or the accompanying prospectus
may be residents of Canada and a substantial portion of our assets and all or a substantial portion of the assets of
those officers, directors and experts may be located outside of the United States.
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Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the
accompanying prospectus. Any representation to the contrary is a criminal offense.
Underwriting

Price To Public
Commission
Proceeds
Per Note
99.565%
0.875%

98.690%
Total
US$995,650,000
US$8,750,000
US$986,900,000
The public offering price set forth above does not include accrued interest, if any.
We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and its
direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme,
Luxembourg, on or about October 5, 2007.
Joint Book-Running Managers
JPMorgan
HSBC

Co-Managers
Citi
Deutsche Bank Securities
Lazard Capital Markets

Mizuho Securities USA Inc.

SOCIETE GENERALE
The date of this prospectus supplement is October 2, 2007.
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Table of contents
Page
Prospectus supplement
Important notice about information in this prospectus supplement and accompanying prospectus
S-2
Exchange rate data
S-2
Special note regarding forward-looking statements
S-3
Where you can find more information
S-4
Documents incorporated by reference
S-5
Risk factors
S-6
The Corporation
S-7
Selected consolidated financial data
S-8
Use of proceeds
S-10
Earnings coverage
S-10
Description of the notes
S-11
Certain income tax considerations
S-17
Credit ratings
S-20
Underwriting
S-21
Legal matters
S-25

Prospectus
Documents incorporated by reference
1
About this prospectus
3
Where you can find more information
4
Forward-looking information
4
The Corporation
6
Use of proceeds
6
Earnings coverage
6
Description of debt securities
6
Enforceability of civil liabilities
18
Certain income tax considerations
19
Plan of distribution
19
Risk factors
20
Legal matters
20
Experts
20
Documents filed as part of the registration statement
21
Auditors' consent
22
S-1
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Important notice about information in
this prospectus supplement and
accompanying prospectus
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the notes we
are offering. The second part, the base shelf prospectus, gives more general information, some of which may not apply to the
notes we are offering. The accompanying base shelf prospectus, dated September 12, 2007, is referred to as the "prospectus"
in this prospectus supplement. References in this prospectus supplement to "we", "us", "our", or the "Corporation" refer to
TransCanada PipeLines Limited and not to any of its parent or subsidiary companies.
If the description of the notes varies between this prospectus supplement and the prospectus, you should rely on the
information in this prospectus supplement.

Exchange rate data
We publish our consolidated financial statements in Canadian dollars. In this prospectus supplement, unless otherwise
specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars and references to "Cdn.$" or
"$" are to Canadian dollars and references to "US$" are to United States dollars.
The following table sets forth certain exchange rates based on the noon buying rate in Toronto, Ontario as reported by the
Bank of Canada. Such rates are set forth as United States dollars per Cdn.$1.00 and are the inverse of rates quoted by the
Bank of Canada for Canadian dollars per US$1.00. On October 2, 2007, the inverse of the noon buying rate was US$0.9996
per Cdn.$1.00.

Six months ended
Year ended
June 30,
December 31,

2007
2006 2006
2005
High
0.9491
0.9134 0.9099
0.8690
Low
0.8419
0.8479 0.8528
0.7872
Average(1)
0.8915 0.8843 0.8846 0.8281
Period end
0.9404
0.8969 0.8581
0.8577
(1)
The average of the daily exchange rates on the last day of each month during the applicable period.
S-2
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Special note
regarding forward-looking statements
This prospectus supplement and the prospectus and the documents incorporated by reference herein and therein include
"forward-looking statements" within the meaning of securities laws, including the "safe harbor" provisions of the Securities
Act (Alberta), the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the United States Securities Act of 1933, as
amended (the "Securities Act"). All forward-looking statements are based on our beliefs as well as assumptions made by and
information currently available to us and relate to, among other things, anticipated financial performance, business prospects,
strategies, regulatory developments, new services, market forces, commitments and technological developments. Forward-
looking statements may be identified by the use of words like "believes", "intends", "expects", "may", "will", "should", or
"anticipates", or the negative equivalents of those words or comparable terminology, and by discussions of strategies that
involve risks and uncertainties.
The risks and uncertainties of our business, including those discussed and incorporated by reference herein and in the
prospectus and as described under "Risk Factors" in the Annual Information Form (as defined herein), could cause our actual
results and experience to differ materially from the anticipated results or other expectations expressed. The material
assumptions in making these forward-looking statements are disclosed in the 2006 MD&A (as defined herein), as may be
modified or superseded by documents incorporated or deemed to be incorporated by reference herein, under the headings
"TCPL's Strategy", "Pipelines--Opportunities and Developments", "Pipelines--Outlook", "Energy--Opportunities and
Developments" and "Energy--Outlook" and comparable sections in the Interim MD&A (as defined herein). In addition, we
base forward-looking statements on assumptions about future events, which may not prove to be accurate. In light of these
risks, uncertainties and assumptions, prospective investors should not place undue reliance on forward-looking statements
and should be aware that the events described in the forward-looking statements set out in this prospectus supplement and the
documents incorporated by reference in this prospectus supplement and the prospectus may not occur.
We cannot assure prospective investors that our future results, levels of activity and achievements will occur as we expect,
and neither we nor any other person assumes responsibility for the accuracy or completeness of the forward-looking
statements. Except as required by law, we assume no obligation to update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise.
S-3
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Where you can find more information
We have filed with the SEC, under the Securities Act, a registration statement on Form F-9 relating to the notes. This
prospectus supplement and the prospectus, which constitute a part of the registration statement, do not contain all of the
information contained in the registration statement, certain items of which are contained in the exhibits to the registration
statement as permitted by the rules and regulations of the SEC. Statements included or incorporated by reference in this
prospectus supplement and the prospectus about the contents of any contract, agreement or other documents referred to are
not necessarily complete, and in each instance, prospective investors should refer to the exhibits for a complete description of
the matter involved. Each such statement is qualified in its entirety by such reference.
We file annual and quarterly financial information and material change reports and other material with the securities
commissions or similar regulatory authorities in each of the provinces and territories of Canada and with the SEC. Under the
multijurisdictional disclosure system adopted by the United States, documents and other information that we file with the
SEC may be prepared in accordance with the disclosure requirements of Canada, which are different from those of the
United States. Prospective investors may read and download any public document that we have filed with the securities
commissions or similar authorities in each of the provinces and territories of Canada on the System for Electronic Document
Analysis and Retrieval ("SEDAR") at www.sedar.com. Prospective investors may read and copy any document we have filed
with the SEC at the SEC's public reference room in Washington D.C., and may also obtain copies of those documents from
the public reference room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 by paying a fee. In addition, prospective
investors may read and download some of the documents we have filed with the SEC's Electronic Data Gathering, Analysis
and Retrieval system ("EDGAR") at www.sec.gov.
S-4
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Documents incorporated by reference
This prospectus supplement is deemed, as of the date hereof, to be incorporated by reference into the prospectus only for the
purposes of the offering of the notes offered hereunder. Other documents are also incorporated or deemed to be incorporated
by reference into the prospectus and reference should be made to the prospectus for full details.
The following documents, which were filed by us with the securities commission or similar authority in each of the provinces
and territories of Canada and with the SEC, are specifically incorporated by reference into and form an integral part of this
prospectus supplement and the prospectus:
(a)
Audited comparative consolidated financial statements as at December 31, 2006 and 2005 and for each of the years in
the three year period ended December 31, 2006, the notes thereto, and the auditors' report thereon;

(b)
Management's discussion and analysis of financial condition and results of operations as at and for the year ended
December 31, 2006 (the "2006 MD&A");

(c)
Annual Information Form for the year ended December 31, 2006 dated February 22, 2007 (the "Annual Information
Form");

(d)
Restated audited related supplemental note entitled "Restated Reconciliation to United States GAAP" as at
December 31, 2006 and 2005 and for each of the years in the three year period ended December 31, 2006 and the
auditors' report thereon;

(e)
Comments by Auditors for United States Readers on Canada-United States Reporting Differences, dated
February 22, 2007;

(f)
Management's Report on Internal Control over Financial Reporting, dated February 22, 2007 and the auditors'
report thereon;

(g)
Unaudited interim comparative consolidated financial statements as at June 30, 2007 and December 31, 2006 and for
the three and six month periods ended June 30, 2007 and 2006 and the notes thereto;

(h)
Management's discussion and analysis of financial condition and results of operations as at and for the three and six
month periods ended June 30, 2007 (the "Interim MD&A", and together with the 2006 MD&A, the "MD&A"); and

(i)
Unaudited related supplemental note entitled "Reconciliation to United States GAAP" as at June 30, 2007 and for the
three and six month periods ended June 30, 2007 and 2006.
Any documents of the type referred to above, including all annual information forms, all information circulars, all annual and
interim financial statements and management's discussion and analysis relating thereto, all material change reports (excluding
confidential material change reports), press releases containing financial information for financial periods more recent than
the most recent annual or interim financial statements, any business acquisition reports, all updated earnings coverage ratio
information, as well as all prospectus supplements disclosing additional or updated information subsequently filed by us with
the Alberta Securities Commission after the date of this prospectus supplement and prior to the
S-5
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termination of any offering hereunder shall be deemed to be incorporated by reference into the prospectus. These documents
are available through the internet on SEDAR, which can be accessed at www.sedar.com. In addition, any similar documents
filed by us with the SEC in our periodic reports on Form 6-K or annual report on Form 40-F, and any other documents filed
with or furnished to the SEC pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act, in each case after the date of this
prospectus supplement, shall be deemed to be incorporated by reference into this prospectus supplement and the registration
statement of which this prospectus supplement forms a part, if and to the extent expressly provided in such reports. Our
periodic reports on Form 6-K and our annual reports on Form 40-F are available on the SEC's web site at www.sec.gov.
Any statement contained in the prospectus, this prospectus supplement or in a document incorporated or deemed to
be incorporated by reference in the prospectus or this prospectus supplement shall be deemed to be modified or
superseded, for the purposes of the prospectus and this prospectus supplement, to the extent that a statement
contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it
has modified or superseded a prior statement or include any other information set forth in the document that it
modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for
any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue
statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to
make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or
superseded shall not constitute a part of the prospectus or this prospectus supplement, except as so modified
or superseded.

Risk factors
Before making an investment decision, investors should carefully consider the risks and uncertainties described below and
under the heading "Risk Factors" in the accompanying prospectus and in our Annual Information Form for the year ended
December 31, 2006, dated February 22, 2007 and incorporated by reference herein. These risks and uncertainties are not the
only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may
also impair our business operations. If any such risks actually occur, our business, financial condition and operating results
could be materially harmed.
Risks related to the notes
There is no market through which the notes may be sold.
There is no market through which the notes may be sold and purchasers may not be able to resell notes purchased under this
prospectus supplement and the prospectus. This may adversely affect the pricing of the notes in the secondary market, the
transparency and availability of trading prices, the liquidity of the notes, and the extent of issuer regulation.
S-6
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The Corporation
We operate primarily in two business segments: Pipelines and Energy. The Pipelines segment is principally comprised of our
pipelines in Canada, the United States and Mexico and our natural gas storage business in the United States. The Energy
segment includes our power operations in Canada and the United States, natural gas storage business in Canada and liquefied
natural gas projects in Canada and the United States.
Our significant subsidiaries as of December 31, 2006 are listed under the heading "TransCanada PipeLines Limited--
Significant Subsidiaries" in the Annual Information Form. The Corporation's registered office and head office are located at
450 - 1st Street S.W., Calgary, Alberta, Canada, T2P 5H1.
S-7
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Selected consolidated financial data
The following table sets forth selected consolidated financial data and other data as at the dates or for the periods indicated.
Our consolidated financial statements have been prepared in accordance with Canadian GAAP. The financial data should be
read in conjunction with our consolidated financial statements and the related notes and MD&A included in the documents
described under "Documents incorporated by reference" in this prospectus supplement. Historical results are not necessarily
indicative of the results that may be expected for any future period.

Six months

ended
Year ended
June 30,
December 31,

2007
2006
2006
2005

(unaudited)

(audited)

(millions of dollars)
Consolidated statement of earnings data:

Revenues
$
4,461 $
3,579 $
7,520 $
6,124

Operating expenses

Plant operating costs and other
1,493
1,103
2,411
1,825
Commodity purchases resold
1,103
842
1,707
1,232
Depreciation
590
523
1,059
1,017

3,186
2,468

5,177
4,074

1,275
1,111

2,343
2,050

Other expenses/(income)

Income from equity investments
(11)
(24)
(33)
(247)
Financial charges(1)
481
391
797
840
Gains on sale of assets
--
(23) (23)
(445)

Income from continuing operations before income taxes and non-

controlling interests
805
767 1,602
1,902
Income taxes
240
243
475
610
Non-controlling interests
37
25
56
62

Net income from continuing operations
528
499 1,071
1,230
Net income from discontinued operations
--
28
28
--

Net income
528
527 1,099
1,230
Preferred share dividends
11
11
22
22

Net income applicable to common shares
$
517 $
516 $
1,077 $
1,208

(1)
Includes financial charges of joint ventures and interest and other income.
S-8
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