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Keystone Pipeline GP Ltd TransCanada Keystone Pipeline GP Ltd. Keystone XL Pipeline Section 52 Application Section 4: Financing Page 1 of 3 1 4.0 FINANCING 2 This section demonstrates that TransCanada Keystone Pipeline GP Ltd. (“Keystone”) 3 will be able to fully finance its share of the capital expenditures required to construct 4 and place the Keystone XL Pipeline project (“Keystone XL Pipeline” or the “Project” 5 for the Canadian portion) in service. 6 4.1 Financing Methods and Sources 7 Keystone is owned, indirectly, by TransCanada Corporation (“TransCanada”) and 8 ConocoPhillips. Keystone is the general partner acting on behalf of the TransCanada 9 Keystone Pipeline Limited Partnership (the “Partnership”). The Partnership is also 10 owned by subsidiaries of TransCanada and ConocoPhillips. 11 12 Keystone will obtain the funds required for the construction of the Project from its 13 partners, their affiliates, and their ultimate parents. 14 On October 28, 2008, TransCanada announced that it had agreed to increase its equity 15 ownership in Keystone to 79.99% from 50%. ConocoPhillips’ equity ownership will 16 be reduced to 20.01%. 17 4.2 Ability to Finance 18 4.2.1 TransCanada 19 TransCanada currently generates approximately $2.8 billion of cash from its 20 operations each year and is rated at the “A” level by major Canadian and U.S. credit 21 rating agencies. Accordingly, TransCanada does not expect the financing of the 22 Keystone XL Pipeline project to have any impact on its financial risk or on wholly 23 owned regulated operations. TransCanada Keystone Pipeline GP Ltd. Keystone XL Pipeline Section 52 Application Section 4: Financing Page 2 of 3 1 Attached as Appendices 4-1 to 4-5 are copies of the following recent credit agency 2 rating reports on TransCanada: 3 • Standard and Poor’s report on TransCanada PipeLines Limited, dated 4 November 29, 2007; 5 • Standard and Poor’s report on TransCanada PipeLines Limited , dated 6 April 18, 2008; 7 • Moody’s Investors Service report on TransCanada PipeLines Limited, dated 8 June 24, 2008; 9 • Moody’s Investors Service report on TransCanada PipeLines Limited dated 10 June 24, 2008; and 11 • Dominion Bond Ratings Service report on TransCanada PipeLines Limited, dated 12 November 14, 2008. 13 A copy of the 2007 TransCanada Corporation annual report is provided under 14 Appendix 4-6. 15 4.2.2 ConocoPhillips 16 ConocoPhillips is an integrated energy company with interests around the world. 17 Headquartered in Houston, the company has approximately 33,800 employees and 18 US $143 billion of assets. 19 ConocoPhillips is rated “A-” by Standard and Poor’s and “A1” by Moody’s Investors 20 Service. Attached as Appendix 4-7 and 4-8 are copies of the following recent credit 21 agency rating reports on ConocoPhillips: 22 • Standard and Poor’s report on ConocoPhillips dated September 14, 2007; and 23 • Moody’s Investors Service report on ConocoPhillips dated December 23, 2008. TransCanada Keystone Pipeline GP Ltd. Keystone XL Pipeline Section 52 Application Section 4: Financing Page 3 of 3 1 A copy of the 2007 ConocoPhillips annual report is provided under Appendix 4-9. 2 4.3 Covenants 3 There are no covenants that are expected to prevent TransCanada or ConocoPhillips 4 from obtaining sufficient funds to finance the Keystone XL Pipeline project. TransCanada Keystone Pipeline GP Ltd. Keystone XL Pipeline Section 52 Application Section 4: Financing, Appendix 4-1 Page 1 of 13 APPENDIX 4-1 STANDARD AND POOR’S REPORT ON TRANSCANADA PIPELINES LIMITED NOVEMBER 29, 2007 CORPORATE RATINGS TransCanada PipeLines Ltd. Major Rating Factors Corporate Credit Rating Foreign Currency Strengths: A-/Stable/NR Predictable earnings of its wholly owned Canadian and U.S. natural gas transmission Local Currency A-/Stable/— systems Increasingly diverse operations Primary Credit Analyst: High levels of discretionary free cash generation Kenton Freitag, CFA Toronto (1) 416-507-2545 Weaknesses: kenton_freitag@ standardandpoors.com Increasing earnings variability from its power segment Near-term cost and operating uncertainty related to nuclear power expansion Secondary Credit Analyst: Somewhat high leverage levels Bato Kacarevic Toronto (1) 416-507-2589 Rationale bato_kacarevic@ standardandpoors.com The ratings on Alberta-based TransCanada PipeLines Ltd. (TCPL) reflect the mature-but- predictable earnings stream from its natural gas pipeline operations, the high level of free cash generated by its operations, and the increasingly diverse sources of this cash flow. The company’s leverage, concerns related to the expansion of its nuclear operations, and a somewhat high level of earnings variability from some of TCPL’s power investments constrain the ratings. TCPL’s natural gas pipeline business, which represents about 75% of the company’s earnings base, provides a predictable and reasonably stable earnings base in support of the consolidated rating. This segment consists of a number of wholly and partially owned subsidiaries that provide natural gas transportation throughout North America. TCPL’s RatingsDirect Publication Date Mainline and Alberta systems, which transport the majority of western Canada natural gas Nov. 29, 2007 under a regulated cost-of-service regime, traditionally anchor earnings from these operations. TransCanada PipeLines Ltd. Although regulation is transparent and predictable, a declining rate base (related to the maturity of gas production in western Canada) and declining returns on equity (due to their linkage to interest rates) have resulted in reduced earnings in the past few years. TCPL’s investments in other pipeline operations, such as its February 2007 purchase of ANR Pipeline Co. (A-/Stable/—) and its potential investment in the Keystone oil pipeline project, provide a stabilizing offset to projections of gradually declining earnings from their traditional pipelines. The balance of TCPL’s earnings comes from its power segment. This includes a mix of wholly and partially owned subsidiaries that produce gas, nuclear, wind, coal, and hydro-based energy, as well as gas storage in primarily deregulated markets. The benefits of this segment relate to the increased level of diversity it brings to TCPL’s operations; the earnings from these operations are generally not linked to the earnings from its pipeline operations. The negative aspects relate to the higher earnings variability relative to its traditional pipeline earnings. The long-term exposure of its Alberta-based power operations (primarily coal-based power purchase agreements) to the volatile Alberta wholesale power markets is a specific concern; these operations generated unusually strong profitability in 2006, but profitability is difficult to predict due to the small proportion of hedged sales beyond the next two years. Consistent free cash-flow generation remains a fundamental strength of the company. TCPL’s increasingly diverse investments provide a reasonably stable level of cash flow that finances both the company’s common share dividends and its new investments. It also provides a buffer against cost overruns or other setbacks that could happen with its new projects. A major expansion at Bruce Power, the Ontario-based nuclear power venture of which TCPL is part owner, constrains the ratings. The subsidiary is proceeding on a project that will restart two dormant units at the Bruce Power nuclear facility and refurbish two others. It also provides power price guarantees and floors that will significantly bolster its earnings stability. Nevertheless, Standard & Poor’s Ratings Services believes that the C$5.25 billion expansion (of which TCPL is responsible for half) involves significant construction risk due to the high historic incidence of cost overruns on nuclear projects. That portions of this project have never been undertaken before amplifies our concerns. So far, the project appears to be proceeding favorably, but we still believe there is significant potential for material cost overruns. Our ratings accordingly incorporate some tolerance for cost overruns on this project. Credit measures are acceptable for the ratings, given the company’s strong business position. As of Sept. 30, 2007, trailing 12 month funds from operations (FFO) interest coverage was 3.3x, FFO-to- total debt was 17%, and debt-to-capital was 59% (or about 64%, when the company’s power purchase arrangement [PPA] obligations are capitalized as debt equivalents). High leverage levels relate to the large proportion of pipeline assets (which can tolerate higher leverage levels) on the company’s balance sheet. Given that TCPL intends to structure its balance sheet to maintain the current ratings, we expect that any major acquisitions would continue to involve a significant equity component. Liquidity TCPL’s liquidity supports the rating. Strong levels of operating cash flow are in excess of planned capital expenditures and should be sufficient to finance cash dividends of approximately C$550 million annually (net of dividend reinvestment program proceeds) and possibly provide some room for debt retirement. Standard & Poor’s | ANALYSIS 2 TransCanada PipeLines Ltd. Committed credit lines of C$1.5 billion are almost fully available. The Company has announced it intention to increase these lines to C$2 billion by year end. The credit lines have only one financial covenant that is tripped if debt-to-total capitalization exceeds 75%. There is ample room in this covenant; TCPL would have to incur a major write-off for this to constrain borrowing. The company’s debt maturities are
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