40-F
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 40-F/A
Amendment No. 1
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¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
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x | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2015 Commission File Number 1-8887
TRANSCANADA PIPELINES LIMITED
(Exact Name of Registrant as specified in its charter)
Canada
(Province or jurisdiction of incorporation or organization)
4922, 4923, 4924, 5172
(Primary Standard Industrial Classification Code Number (if applicable))
52 - 2179728
(I.R.S. Employer Identification Number (if applicable))
TransCanada Tower, 450 - 1 Street S.W.
Calgary, Alberta, Canada, T2P 5H1
(403) 920-2000
(Address and telephone number of Registrant's principal executive offices)
TransCanada PipeLine USA Ltd., 700 Louisiana Street, Suite 700
Houston, Texas, 77002-2700; (832) 320-5201
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States
Securities registered or to be registered pursuant to Section 12(b) of the Act: None
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Debt Securities
For annual reports, indicate by check mark the information filed with this Form:
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x Annual information form | ¨ Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
At December 31, 2015, 779,605,870 common shares,
which are all owned by TransCanada Corporation, were issued and outstanding.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No ¨
The documents (or portions thereof) forming part of this Form 40-F are incorporated by reference into the following registration statements under the Securities Act of 1933, as amended:
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Form | Registration No. |
F-10 | 333-208588 |
EXPLANATORY NOTE
TransCanada PipeLines Limited ("TCPL") is filing this Form 40-F/A Amendment No. 1 to its annual report on Form 40-F for the year ended December 31, 2015 which was file with the Securities and Exchange Commission (the "Commission") on February 11, 2016, to include TCPL's Annual information form for the year ended December 31, 2015.
Other than as expressly set forth above, this From 40-F/A does not, and does not purport to, amend, update, or restate the information in any item of the Form 40-F or reflect any events that have occurred after the Form 40-F was filed.
UNDERTAKING
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
FORWARD-LOOKING INFORMATION
We disclose forward-looking information to help current and potential investors understand management's assessment of our future plans and financial outlook, and our future prospects overall.
Statements that are forward-looking are based on certain assumptions and on what we know and expect today and generally include words like anticipate, expect, believe, may, will, should, estimate or other similar words.
Forward-looking statements in this document may include information about the following, among other things:
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• | anticipated business prospects |
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• | our financial and operational performance, including the performance of our subsidiaries |
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• | expectations or projections about strategies and goals for growth and expansion |
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• | expected cash flows and future financing options available to us |
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• | expected costs for planned projects, including projects under construction and in development |
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• | expected schedules for planned projects (including anticipated construction and completion dates) |
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• | expected regulatory processes and outcomes |
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• | expected common share purchases under our normal course issuer bid |
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• | expected impact of regulatory outcomes |
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• | expected outcomes with respect to legal proceedings, including arbitration and insurance claims |
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• | expected capital expenditures and contractual obligations |
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• | expected operating and financial results |
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• | the expected impact of future accounting changes, commitments and contingent liabilities |
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• | expected industry, market and economic conditions. |
Forward-looking statements do not guarantee future performance. Actual events and results could be significantly different because of assumptions, risks or uncertainties related to our business or events that happen after the date of this document.
Our forward-looking information is based on key assumptions, and subject to the following risks and uncertainties:
Assumptions
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• | inflation rates, commodity prices and capacity prices |
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• | timing of financings and hedging |
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• | regulatory decisions and outcomes |
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• | planned and unplanned outages and the use of our pipeline and energy assets |
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• | integrity and reliability of our assets |
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• | access to capital markets |
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• | anticipated construction costs, schedules and completion dates |
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• | acquisitions and divestitures. |
Risks and uncertainties
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• | our ability to successfully implement our strategic initiatives |
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• | whether our strategic initiatives will yield the expected benefits |
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• | the operating performance of our pipeline and energy assets |
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• | amount of capacity sold and rates achieved in our pipeline businesses |
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• | the availability and price of energy commodities |
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• | the amount of capacity payments and revenues we receive from our energy business |
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• | regulatory decisions and outcomes |
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• | outcomes of legal proceedings, including arbitration and insurance claims |
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• | performance and credit risk of our counterparties |
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• | changes in market commodity prices |
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• | changes in the political environment |
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• | changes in environmental and other laws and regulations |
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• | competitive factors in the pipeline and energy sectors |
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• | construction and completion of capital projects |
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• | costs for labour, equipment and materials |
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• | access to capital markets |
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• | interest, tax and foreign exchange rates |
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• | technological developments |
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• | economic conditions in North America as well as globally. |
You can read more about these factors and others in reports we have filed with Canadian securities regulators and the U.S. Securities and Exchange Commission (SEC).
As actual results could vary significantly from the forward-looking information, you should not put undue reliance on forward-looking information and should not use future-oriented information or financial outlooks for anything other than their intended purpose. We do not update our forward-looking statements due to new information or future events, unless we are required to by law.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this amendment to the annual report to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Calgary, Province of Alberta, Canada.
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| TRANSCANADA PIPELINES LIMITED |
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| Per: | /s/ DONALD R. MARCHAND |
| | DONALD R. MARCHAND Executive Vice-President, Corporate Development and Chief Financial Officer |
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| | Date: March 14, 2016 |
DOCUMENTS FILED AS PART OF THIS REPORT
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EXHIBITS | |
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*13.1 | Management's discussion and analysis (included on pages 1 through 110 of the TCPL 2015 Management's discussion and analysis and audited financial statements). |
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*13.2 | 2015 Audited consolidated financial statements (included on pages 111 through 173 of the TCPL 2015 Management's discussion and analysis and audited financial statements)), including the auditors' report thereon. |
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13.3 | TCPL's Annual information form for the year ended December 31, 2015. |
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* previously filed |
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31.1 | Certification of Chief Executive Officer pursuant to Section 102 of the Sarbanes-Oxley Act of 2002. |
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31.2 | Certification of Chief Financial Officer pursuant to Section 102 of the Sarbanes-Oxley Act of 2002. |