Exhibit 13.3
TRANSCANADA CORPORATION
RECONCILIATION TO UNITED STATES GAAP
September 30, 2007
TRANSCANADA CORPORATION
RECONCILIATION TO UNITED STATES GAAP
The unaudited consolidated financial statements of TransCanada Corporation (TransCanada or the Company) for the three and nine months ended September 30, 2007 have been prepared in accordance with Canadian generally accepted accounting principles (GAAP), which in some respects, differ from U.S. GAAP. The effects of these differences on the Company’s consolidated financial statements for the three and nine months ended September 30, 2007 are provided in the following U.S. GAAP condensed consolidated financial statements, which should be read in conjunction with TransCanada’s audited consolidated financial statements for the year ended December 31, 2006 and unaudited consolidated financial statements for the three and nine months ended September 30, 2007 prepared in accordance with Canadian GAAP. Amounts are stated in Canadian dollars unless otherwise indicated.
Condensed Statement of Consolidated Income and Other Comprehensive Income in Accordance with U.S. GAAP(1)
(unaudited) |
| Three months ended |
| Nine months ended |
| ||||
(millions of dollars except per share |
| 2007 |
| 2006 |
| 2007 |
| 2006 |
|
|
|
|
|
|
|
|
|
|
|
Revenues |
| 1,941 |
| 1,492 |
| 5,810 |
| 4,307 |
|
Plant operating costs and other |
| 613 |
| 477 |
| 1,832 |
| 1,349 |
|
Commodity purchases resold |
| 484 |
| 321 |
| 1,542 |
| 953 |
|
Depreciation |
| 262 |
| 223 |
| 774 |
| 668 |
|
|
| 1,359 |
| 1,021 |
| 4,148 |
| 2,970 |
|
|
| 582 |
| 471 |
| 1,662 |
| 1,337 |
|
Other (income)/expenses |
|
|
|
|
|
|
|
|
|
Income from equity investments |
| (101 | ) | (134 | ) | (271 | ) | (352 | ) |
Other expenses(2) |
| 224 |
| 195 |
| 713 |
| 556 |
|
Income taxes |
| 135 |
| 110 |
| 388 |
| 349 |
|
|
| 258 |
| 171 |
| 830 |
| 553 |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations - U.S. GAAP |
| 324 |
| 300 |
| 832 |
| 784 |
|
Net income from discontinued operations - U.S. GAAP |
| - |
| - |
| - |
| 28 |
|
Net Income in Accordance with U.S. GAAP |
| 324 |
| 300 |
| 832 |
| 812 |
|
Adjustments affecting comprehensive income under U.S. GAAP |
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment, net of tax |
| (99 | ) | - |
| (265 | ) | (6 | ) |
Change in funded status of postretirement plan liability, net of |
| 2 |
| - |
| 5 |
| - |
|
Change in equity investment funded status of |
|
|
|
|
|
|
|
|
|
postretirement plan liability, net of tax(3) |
| 2 |
| - |
| 13 |
| - |
|
Unrealized gain/(loss) on derivatives, net of tax |
| 56 |
| (2 | ) | 34 |
| 32 |
|
Comprehensive Income in Accordance with U.S. GAAP(4) |
| 285 |
| 298 |
| 619 |
| 838 |
|
|
|
|
|
|
|
|
|
|
|
Net Income Per Share in Accordance with U.S. GAAP |
|
|
|
|
|
|
|
|
|
Continuing operations |
| $0.60 |
| $0.61 |
| $1.57 |
| $1.60 |
|
Discontinued operations |
| - |
| - |
| - |
| 0.06 |
|
Basic and Diluted |
| $0.60 |
| $0.61 |
| $1.57 |
| $1.66 |
|
|
|
|
|
|
|
|
|
|
|
Net Income Per Share in Accordance with Canadian GAAP |
|
|
|
|
|
|
|
|
|
Basic |
| $0.60 |
| $0.60 |
| $1.60 |
| $1.66 |
|
Diluted |
| $0.60 |
| $0.60 |
| $1.60 |
| $1.65 |
|
Dividends per common share |
| $0.34 |
| $0.32 |
| $1.02 |
| $0.96 |
|
Common Shares Outstanding (millions) |
|
|
|
|
|
|
|
|
|
Average for the period - Basic |
| 537 |
| 488 |
| 527 |
| 488 |
|
Average for the period - Diluted |
| 540 |
| 490 |
| 530 |
| 490 |
|
Reconciliation of Income from Continuing Operations
(unaudited) |
| Three months ended |
| Nine months ended |
| ||||
(millions of dollars) |
| 2007 |
| 2006 |
| 2007 |
| 2006 |
|
Net Income from Continuing Operations in Accordance with Canadian GAAP |
| 324 |
| 293 |
| 846 |
| 782 |
|
U.S. GAAP adjustments |
|
|
|
|
|
|
|
|
|
Unrealized gain on energy contracts(5) |
| - |
| 11 |
| - |
| - |
|
Tax impact of unrealized gain on energy contracts |
| - |
| (4 | ) | - |
| - |
|
Equity investment gain(6)(7) |
| - |
| - |
| - |
| 1 |
|
Unrealized (loss)/gain on interest rate derivatives(8) |
| - |
| - |
| (4 | ) | 1 |
|
Tax impact of loss on interest rate derivatives |
| - |
| - |
| 1 |
| - |
|
Tax recovery due to a change in tax legislation substantively enacted in Canada(9) |
| - |
| - |
| (11 | ) | - |
|
Income from Continuing Operations in Accordance with U.S. GAAP |
| 324 |
| 300 |
| 832 |
| 784 |
|
Condensed Statement of Consolidated Cash Flows in Accordance with U.S. GAAP(1)
(unaudited) |
| Three months ended |
| Nine months ended |
| ||||
(millions of dollars) |
| 2007 |
| 2006 |
| 2007 |
| 2006 |
|
Cash Generated from Operations(10) |
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
| 832 |
| 554 |
| 2,074 |
| 1,519 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
| (507 | ) | (387 | ) | (5,524 | ) | (1,334 | ) |
Financing Activities |
|
|
|
|
|
|
|
|
|
Net cash (used in)/provided by financing activities |
| (405 | ) | (151 | ) | 3,326 |
| (34 | ) |
Effect of Foreign Exchange Rate Changes on Cash and Short-Term Investments |
| (14 | ) | 1 |
| (39 | ) | (6 | ) |
(Decrease)/Increase in Cash and Short-Term Investments |
| (94 | ) | 17 |
| (163 | ) | 145 |
|
Cash and Short-Term Investments |
|
|
|
|
|
|
|
|
|
Beginning of period |
| 219 |
| 211 |
| 288 |
| 83 |
|
Cash and Short-Term Investments |
|
|
|
|
|
|
|
|
|
End of period |
| 125 |
| 228 |
| 125 |
| 228 |
|
Condensed Balance Sheet in Accordance with U.S. GAAP(1)
(millions of dollars) |
| September |
| December |
|
Current assets |
| 1,502 |
| 1,551 |
|
Long-term investments(6)(7) |
| 3,141 |
| 2,922 |
|
Plant, property and equipment |
| 19,456 |
| 17,430 |
|
Regulatory asset(11) |
| 2,016 |
| 2,199 |
|
Goodwill |
| 2,404 |
| 148 |
|
Other assets(6)(12) |
| 1,770 |
| 1,572 |
|
|
| 30,289 |
| 25,822 |
|
|
|
|
|
|
|
Current liabilities(9)(13) |
| 3,537 |
| 2,541 |
|
Deferred amounts(7) |
| 1,098 |
| 987 |
|
Long-term debt and junior subordinated notes(12) |
| 12,417 |
| 10,913 |
|
Deferred income taxes(6)(8)(11) |
| 3,003 |
| 2,734 |
|
Preferred securities |
| - |
| 536 |
|
Non-controlling interests |
| 997 |
| 755 |
|
Shareholders’ equity |
| 9,237 |
| 7,356 |
|
|
| 30,289 |
| 25,822 |
|
Statement of Accumulated Other Comprehensive Income in Accordance with U.S. GAAP(1)(14)
(unaudited) |
| Under- |
| Cumu- |
| Minimum
|
| Cash Flow |
| Total |
|
Balance at December 31, 2006 |
| (246 | ) | (90 | ) | - |
| (82 | ) | (418 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment, net of tax expense of $135 |
| - |
| (265 | ) | - |
| - |
| (265 | ) |
Change in funded status of postretirement plan liability, net of tax expense of $3 |
| 5 |
| - |
| - |
| - |
| 5 |
|
Change in equity investment funded status of |
| 13 |
| - |
| - |
| - |
| 13 |
|
Unrealized loss on derivatives, net of tax |
| - |
| - |
| - |
| 34 |
| 34 |
|
Balance at September 30, 2007 |
| (228 | ) | (355 | ) | - |
| (48 | ) | (631 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005 |
| - |
| (89 | ) | (77 | ) | (58 | ) | (224 | ) |
Foreign currency translation adjustment, net of tax expense of $35 |
| - |
| (6 | ) | - |
| - |
| (6 | ) |
Unrealized gain on derivatives, net of tax expense of $12 |
| - |
| - |
| - |
| 32 |
| 32 |
|
Balance at September 30, 2006 |
| - |
| (95 | ) | (77 | ) | (26 | ) | (198 | ) |
(1) In accordance with U.S. GAAP, the Condensed Statement of Consolidated Income and Other Comprehensive Income, Statement of Consolidated Cash Flows, Consolidated Balance Sheet and Statement of Accumulated Other Comprehensive Income of TransCanada are prepared using the equity method of accounting for joint ventures.
(2) Other expenses include an allowance for funds used during construction of $10 million for the nine months ended September 30, 2007 (September 30, 2006 - $6 million).
(3) Represents the amortization of net loss and prior service cost amounts previously recorded in accumulated other comprehensive income under Statement of Financial Accounting Standards No.158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” for the Company’s defined benefit pension and other postretirement plans.
(4) For the three and nine months ended September 30, 2007, Comprehensive Income in Accordance with U.S. GAAP is $4 million higher and $1 million lower respectively than under Canadian GAAP. In addition to the differences between Canadian and U.S. GAAP net income described in the Reconciliation of Income from Continuing Operations, substantially all of the difference between Comprehensive Income prepared in Accordance with Canadian and U.S. GAAP for the nine months ended September 30, 2007 relates to the accounting treatments for defined benefit pension and other postretirement plans.
(5) Relates to gains and losses realized in 2006 on derivative energy contracts for periods before they were documented as hedges for purposes of U.S. GAAP and to differences in accounting with respect to physical energy contracts.
(6) Under Canadian GAAP, pre-operating costs incurred during the commissioning phase of a new project are deferred until commercial production levels are achieved. After such time, those costs are amortized over the estimated life of the project. Under U.S. GAAP, such costs are expensed as incurred. Certain start-up costs incurred by Bruce Power, an equity investment, were expensed under U.S. GAAP. Under both Canadian GAAP and U.S. GAAP, interest is capitalized on expenditures relating to construction of development projects actively being prepared for their intended use. In Bruce Power, under U.S. GAAP, the carrying value of development projects against which interest is capitalized is lower due to the expensing of certain pre-operating costs.
(7) Financial Interpretation (FIN) 45 requires the recognition of a liability for the fair value of certain guarantees that require payments contingent on specified types of future events. The measurement standards of FIN 45 are applicable to guarantees entered into after January 1, 2003. For U.S. GAAP purposes, the fair value of guarantees recorded as a liability at September 30, 2007 was $16 million (September 30, 2006 - $17 million) and primarily relates to the Company’s equity interest in Bruce Power. The net income impact with respect to the guarantees for the nine months ended September 30, 2007 was nil (September 30, 2006 - $1 million).
(8) Represents the amortization of certain hedges that became ineffective at different times under Canadian and U.S. GAAP.
(9) In accordance with Canadian GAAP, the Company recorded income tax benefits resulting from substantively enacted Canadian federal income tax legislation. Under US GAAP, the legislation must be fully enacted for income tax adjustments to be recorded.
(10) In accordance with U.S. GAAP, all current taxes are included in cash generated from operations.
(11) In accordance with U.S. GAAP, the Company is required to record a deferred income tax liability for its cost-of-service regulated businesses that is not required under Canadian GAAP. As these deferred income taxes are recoverable through future revenues, a corresponding regulatory asset is recorded for U.S. GAAP purposes.
(12) In accordance with U.S. GAAP, debt issue costs are recorded as a deferred asset rather than being included in long-term debt as required by Canadian GAAP.
(13) Current liabilities at September 30, 2007 include dividends payable of $188 million (December 31, 2006 - $162 million) and current taxes payable of $192 million (December 31, 2006 - $71 million).
(14) At September 30, 2007, Accumulated Other Comprehensive Income in Accordance with U.S. GAAP is $220 million higher than under Canadian GAAP. Substantially all of the difference relates to the accounting treatment for defined benefit pension and other postretirement plans.
Income Taxes
TransCanada adopted FASB Interpretation 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), at the beginning of fiscal year 2007. The implementation of the provisions under FIN 48 as of January 1, 2007 did not have a material impact on the U.S. GAAP financial statements of the Company and no adjustment to the beginning balance of retained earnings was required for the adoption of FIN 48. At the beginning of 2007, TransCanada had approximately $80 million
of unrecognized tax benefits that, if recognized, would favourably affect the effective income tax rate in any future periods. During the first quarter of 2007, TransCanada recognized, in income, approximately $10 million on the favourable resolution of certain income tax matters. During the second and third quarter of 2007, there were no significant adjustments related to income tax matters. At September 30, 2007, the total unrecognized tax benefit is approximately $74 million.
TransCanada expects the enactment of certain Canadian Federal tax legislation in the next twelve months. This legislation will result in a favourable income tax adjustment of approximately $11 million. Otherwise, subject to the results of audit examinations by taxing authorities and other legislative amendments, TransCanada does not anticipate further adjustments to the unrecognized tax benefits during the next twelve months that would have a material impact on its financial statements.
TransCanada and its subsidiaries are subject to either Canadian federal and provincial income tax, U.S. federal, state and local income tax or the relevant income tax in other international jurisdictions. The Company has substantially concluded all Canadian federal and provincial income tax matters for the years through 2003. Canadian federal income tax returns for years 2004 and 2005 are currently under examination by the Canada Revenue Agency, which has not proposed any significant adjustments. Substantially all material U.S. federal income tax matters have been concluded for years through 2003 and U.S. state and local income tax matters through 2001.
TransCanada’s continuing practice is to recognize interest and penalties related to income tax uncertainties in income tax expense. The Company had $14 million accrued for interest and nil accrued for penalties at September 30, 2007, and $13 million and nil, respectively, at December 31, 2006.
Other
In February 2006, the U.S. Financial Accounting Standards Board (FASB) issued SFAS No. 155 “Accounting for Certain Hybrid Financial Instruments - an amendment of SFAS No. 133 and 140”, which is effective for fiscal years beginning after September 15, 2006. SFAS No. 155 permits fair value remeasurement of any hybrid instrument that contains an embedded derivative that otherwise would require bifurcation. TransCanada’s U.S. GAAP financial statements were not impacted by SFAS 155.
In March 2006, FASB issued SFAS No. 156 “Accounting for Servicing of Financial Assets — an amendment of FASB Statement No. 140”, which is effective for fiscal years beginning after September 15, 2006. SFAS No. 156 requires recognition of a servicing asset or liability when an entity enters into arrangements to service financial instruments in certain situations. Such servicing assets or servicing liabilities are required to be initially measured at fair value, if practicable. SFAS No. 156 also allows an entity to subsequently measure its servicing assets or servicing liabilities using either an amortization method or a fair value method. Adopting the provisions under SFAS No. 156 as of January 1, 2007 did not have an impact on the U.S. GAAP financial statements of the Company.
In September 2006, FASB issued SFAS No. 157 “Fair Value Measurements”, which is effective for fiscal years beginning after November 15, 2007. This statement defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. TransCanada does not expect a material effect on its financial results as a result of adopting this standard on January 1, 2008.
In February 2007, FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”, which allows an entity to choose to measure many financial instruments and certain other items at fair value for fiscal years beginning on or after November 15, 2007. TransCanada does not expect a material effect on its financial results as a result of adopting this standard on January 1, 2008.
Summarized Financial Information of Long-Term Investments
The following summarized financial information of long-term investments includes those investments that are accounted for by the equity method under U.S. GAAP (including those that are accounted for by the proportionate consolidation method under Canadian GAAP).
|
| Three months ended |
| Nine months |
| ||||
(millions of dollars) |
| 2007 |
| 2006 |
| 2007 |
| 2006 |
|
Income |
|
|
|
|
|
|
|
|
|
Revenues |
| 337 |
| 364 |
| 1,073 |
| 1,068 |
|
Plant operating costs and other |
| (177 | ) | (162 | ) | (623 | ) | (512 | ) |
Depreciation |
| (38 | ) | (43 | ) | (120 | ) | (130 | ) |
Financial charges and other |
| (21 | ) | (25 | ) | (59 | ) | (74 | ) |
Proportionate share of income before income taxes of long-term investments |
| 101 |
| 134 |
| 271 |
| 352 |
|
(millions of dollars) |
| September |
| December |
|
Balance Sheet |
|
|
|
|
|
Current assets |
| 451 |
| 446 |
|
Plant, property and equipment |
| 3,935 |
| 4,177 |
|
Other assets |
| 74 |
| 198 |
|
Current liabilities |
| (230 | ) | (445 | ) |
Deferred amounts |
| (224 | ) | (235 | ) |
Long-term debt of joint ventures |
| (924 | ) | (1,266 | ) |
Deferred income taxes |
| 59 |
| 47 |
|
Proportionate share of net assets of long-term investments |
| 3,141 |
| 2,922 |
|