This document is a comprehensive report on a company's activities throughout the preceding year.

Uncertainty and changing expectations in the regulatory process are like ‘poison’ to those looking to invest billions of dollars developing new pipelines and other large-scale infrastructure. And the challenges TransCanada and other companies have faced in recent years will be made worse by changes proposed in Bill C-69.

In early February, the temperature in the northeastern town of Dawson Creek, B.C., dipped below -30 C. It stayed dangerously cold for several days – too cold for the Dawson Creek Girl Guides to be out knocking on doors, trying to sell cookies.

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The Management’s Discussion and Analysis dated March 1, 2005 should be read in conjunction with the audited consolidated financial statements of TransCanada PipeLines Limited (TCPL or the company) and the notes thereto for the year ended December 31, 2004. Amounts are stated in Canadian dollars unless otherwise indicated.