Obligation TransCanada Pipeline 5.85% ( US89352HAB50 ) en USD

TransCanada Pipeline

104.318 % ▼

Canada

US89352HAB50 ( en USD )

5.85% par an ( paiement semestriel )

15/03/2036

Prospectus brochure de l'obligation TransCanada PipeLines US89352HAB50 en USD 5.85%, échéance 15/03/2036

1 000 USD

500 000 000 USD

89352HAB5

BBB+ ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/09/2026 ( Dans 69 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 US89352HAB50, paye un coupon de 5.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2036

L'Obligation émise par TransCanada Pipeline ( Canada ) , en USD, avec le code ISIN US89352HAB50, 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 US89352HAB50, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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SUPPL 1 a2168519zsuppl.htm PROSPECTUS SUPPLEMENT
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Filed pursuant to
General Instruction
II.K of Form F-9;
File No. 333-121265
Prospectus supplement to prospectus dated December 21, 2004
TransCanada PipeLines Limited

US$500,000,000
5.850% Senior Notes Due 2036

We will pay interest on the notes on March 15 and September 15 of each year, beginning September 15, 2006.
The notes will mature on March 15, 2036. 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. The
notes will be unsecured obligations and will rank equally with our unsecured senior indebtedness. The notes will
be issued only in denominations of US$1,000 and in integral multiples of US$1,000.
Investing in the notes involves risk. See "Risk Factors" on page 20 of the accompanying
prospectus.
We are permitted, 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 incorporated by reference herein have been prepared in accordance with
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Canadian generally accepted accounting principles 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.
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.
Neither the Securities and Exchange Commission 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.

Per Note

Total
Public offering price

99.721%
US$498,605,000
Underwriting discounts and commissions

0.875%
US$4,375,000
Proceeds, before expenses, to TransCanada
PipeLines Limited

98.846%
US$494,230,000
The public offering price set forth above does not include accrued interest, if any. Interest on the notes will
accrue from March 20, 2006.
The notes will not be listed on any securities exchange. Currently there is no public market for the notes.
We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust
Company on or about March 20, 2006.
Sole Book-Running Lead Manager
Deutsche Bank Securities
Citigroup

JPMorgan

HSBC
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Lazard Capital
Markets
SOCIETE GENERALE
The date of this prospectus supplement is March 15, 2006.
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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
December 21, 2004, 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.
If the description of the notes varies between this prospectus supplement and the prospectus, you
should rely on the information in this prospectus supplement.
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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 March 15, 2006, the inverse
of the noon buying rate was US$0.8656 per Cdn.$1.00.
Year Ended

December 31,
2004
2005

High

0.8493
0.8690
Low

0.7159
0.7872
Average(1)

0.7721
0.8281
Period end

0.8308
0.8577
(1)
The average of the daily exchange rates on the last day of each month during the applicable period.
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SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the documents incorporated by reference in this prospectus supplement
include "forward-looking statements" within the meaning of the United States Private Securities Litigation
Reform Act of 1995. 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 that may affect the operations, performance, development and results of our
business are set forth in our Annual Information Form for the year ended December 31, 2005, under the heading
"Risk Factors" and Management's Discussion and Analysis as at and for the year ended December 31, 2005,
under the headings "Gas Transmission -- Business Risks" and "Power -- Business Risks", each of which is
incorporated by reference in this prospectus supplement. Given these risks and uncertainties of our business, as
well as those incorporated by reference in the accompanying prospectus under the heading "Risk Factors", actual
results may differ materially from those expressed or implied by forward-looking statements. 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 be aware that the forward-
looking statements described in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement may not occur.
We cannot assure prospective investors that our future results, levels of activity and achievements will occur
as we expect, and we do not, nor does any other person, assume responsibility for the accuracy and completeness
of the forward-looking statements. We have no obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.
DOCUMENTS INCORPORATED BY REFERENCE
We file with the securities commissions or similar authorities in each of the provinces and territories of
Canada, material change, annual and quarterly reports and other information. We are subject to the informational
requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
with the Exchange Act, we also file certain reports with and furnish other information to the U.S. Securities and
Exchange Commission (the "SEC"). Under the multijurisdictional disclosure system adopted by the United States
and Canada, these reports and other information may be prepared in accordance with the disclosure requirements
of Canada, which differ from those in the United States. These documents are available through the internet on
the SEC's Electronic Data Gathering, Analysis and Retrieval system (EDGAR) which can be accessed at www.
sec.gov.
This prospectus supplement is deemed to be incorporated by reference into the accompanying prospectus
only for the purpose of the offering of the notes offered hereunder. The following documents, filed by us with the
various securities commissions or similar authorities in each of the provinces and territories of Canada and with
the SEC, are specifically incorporated by reference in and form an integral part of this prospectus supplement and
the accompanying prospectus:
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(a)
Consolidated comparative audited financial statements as at and for the year ended December 31,
2005, the notes thereto, and the auditors' report thereon;
(b)
Management's Discussion and Analysis as at and for the year ended December 31, 2005;
(c)
Annual Information Form for the year ended December 31, 2005 dated February 27, 2006
(the "Annual Information Form"); and
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(d)
reconciliation to United States GAAP of the consolidated comparative audited financial
statements as at and for the year ended December 31, 2005, and the auditors' report thereon.
Any documents of the type referred to above filed by us with the securities regulatory authorities in Canada
after the date of this prospectus supplement and prior to the termination of any offering hereunder shall be
deemed to be incorporated by reference into this prospectus supplement. These documents are available through
the internet on the System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at
www.sedar.com.
We will provide without charge to each person to whom this prospectus supplement is delivered, including
any beneficial owner, upon written or oral request of such person, a copy of any or all of the foregoing
documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents). Requests should be directed to TransCanada
PipeLines Limited, 450 - 1st Street S.W., Calgary, Alberta, Canada, T2P 5H1, Attention: Corporate Secretary,
telephone number (403) 920-2000.
Any statement contained in this prospectus supplement, the prospectus or in any document
incorporated or deemed to be incorporated by reference herein or therein will be deemed to be modified
or superseded for the purposes of this prospectus supplement to the extent that a statement contained in
this prospectus supplement or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes that statement. Any statement so modified or
superseded will not constitute a part of this prospectus supplement or accompanying prospectus, except as
so modified or superseded.
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THE CORPORATION
We operate primarily in two business segments: Gas Transmission and Power. The Gas Transmission
segment of our business includes the ownership and operation of the Alberta System, the Canadian Mainline, the
Foothills System, the BC System, the Gas Transmission Northwest System, the North Baja System and
Ventures LP. The Gas Transmission segment also includes our other investments in natural gas pipelines and
natural gas storage facilities located primarily in North America. The Power segment of our business includes the
construction, ownership, operation and management of power plants and the marketing of electricity and
provides electricity account services to energy and industrial customers. The Power segment operates in Canada
and the United States. Our significant subsidiaries as of December 31, 2005 are listed under the heading
"TransCanada PipeLines Limited -- Significant Subsidiaries" to the Annual Information Form. Our registered
office and executive offices are located at 450 - 1st Street S.W., Calgary, Alberta, Canada, T2P 5H1.
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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
generally accepted accounting principles ("Canadian GAAP"). The financial data should be read in conjunction
with our consolidated financial statements and the related notes and Management's Discussion and Analysis
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.
Year Ended December 31,

2004
2005

(audited)

(millions of dollars)
Consolidated Statement of Earnings Data:

Revenues
$
5,497
$
6,124
Operating expenses

Cost of sales

940

1,168
Other costs and expenses

1,615

1,889
Depreciation

948

1,017

3,503

4,074

Operating income

1,994

2,050
Other expenses/(income)

Equity income

(213)

(247)
Financial charges(1)

864

840
Gains on sale of assets

(204)

(445)

Income from continuing operations before income taxes and non-controlling interests
1,547

1,902
Income taxes

491

610
Non-controlling interests

56

62

Net income from continuing operations

1,000

1,230
Net income from discontinued operations

52

--

Net income

1,052

1,230
Preferred share dividends

22

22

Net income applicable to common shares
$
1,030
$
1,208

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Document Outline

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