Interim Consolidated Financial Statements (Unaudited)

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1 Terasen Gas Inc. A subsidiary of Fortis Inc. Interim Consolidated Financial Statements (Unaudited) For the three and six months ended June 30, 2008 FOR MORE INFORMATION ABOUT TERASEN GAS VISIT OUR WEBSITE AT TERASEN GAS INC. SECOND QUARTER

2 CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS Three months ended June 30 Six months ended June Revenues Natural gas distribution $ $ $ $ Expenses Cost of natural gas Operation and maintenance Depreciation and amortization Property and other taxes Operating income Financing costs Earnings before income taxes Current income taxes Net earnings and comprehensive $ 3.9 $ 2.8 $ 54.5 $ 49.6 earnings The accompanying notes are an integral part of these consolidated financial statements. 2 TERASEN GAS INC. SECOND QUARTER 2008 TERASEN GAS SERVES MORE THAN 825,000 CUSTOMERS IN BRITISH COLUMBIA

3 CONSOLIDATED STATEMENTS OF (DEFICIT) RETAINED EARNINGS Six months ended June Retained earnings, beginning of period $ 41.1 $ 72.3 Adjustment to retained earnings Net earnings and comprehensive earnings Dividend on common shares (100.0) (110.9) (Deficit) retained earnings, end of period $ (4.4) $ 12.5 The accompanying notes are an integral part of these consolidated financial statements. FOR MORE INFORMATION ABOUT TERASEN GAS VISIT OUR WEBSITE AT TERASEN GAS INC. SECOND QUARTER

4 CONSOLIDATED BALANCE SHEETS Assets June 30 December Current assets Cash and short-term investments $ 6.3 $ 5.6 Accounts receivable Inventories of gas in storage and supplies Prepaid expenses Current portion of rate stabilization accounts Property, plant and equipment 2, ,385.7 Rate stabilization accounts Other assets Deferred charges Long-term receivables and investments Pension asset $ 3,057.7 $ 3,022.4 Liabilities and Shareholders Equity Current liabilities Short-term notes $ $ Accounts payable and accrued liabilities Income and other taxes payable Current portion of rate stabilization accounts Current portion of long-term debt Long-term debt 1, ,150.9 Other long-term liabilities and deferred credits Future income taxes , ,144.2 Shareholders' equity Share capital Contributed surplus (Deficit) retained earnings (4.4) $ 3,057.7 $ 3,022.4 The accompanying notes are an integral part of these consolidated financial statements. 4 TERASEN GAS INC. SECOND QUARTER 2008 TERASEN GAS SERVES MORE THAN 825,000 CUSTOMERS IN BRITISH COLUMBIA

5 CONSOLIDATED STATEMENTS OF CASH FLOWS Three months ended June 30 Six months ended June Cash flows provided by (used for) Operating activities Net earnings $ 3.9 $ 2.8 $ 54.5 $ 49.6 Adjustments for non-cash items Depreciation and amortization Other (4.1) (4.9) (1.4) (1.1) Changes in non-cash working capital Investing activities Property, plant and equipment (29.2) (32.5) (56.7) (56.0) Proceeds from sale of land Other assets (22.4) (24.3) (29.6) (45.1) Financing activities (Decrease) increase in short-term notes (85.0) 37.0 (138.0) (43.0) Increase in long-term debt Reduction of long-term debt (190.2) - (190.7) - Dividend on common shares (46.0) (70.9) (100.0) (110.9) (71.2) (33.9) (178.7) (153.9) Increase (decrease) in cash and short-term investments (3.1) Cash and short-term investments at beginning of period 9.4 (4.5) Cash and short-term investments at end of period $ 6.3 $ 10.9 $ 6.3 $ 10.9 Supplemental cash flow information Interest paid in the period $ 22.1 $ 19.1 $ 52.4 $ 50.6 Income taxes paid in the period Non-cash transaction Mark to market on certain gas derivatives deferred in rate stabilization accounts Property, plant and equipment purchases included in accounts payable and accrued liabilities $ (136.4) $ 67.4 $(268.3) $ (32.0) Cash is defined as cash and short-term investments or bank indebtedness. The accompanying notes are an integral part of these consolidated financial statements (2.1) (1.1) FOR MORE INFORMATION ABOUT TERASEN GAS VISIT OUR WEBSITE AT TERASEN GAS INC. SECOND QUARTER

6 1. BASIS OF PRESENTATION The accounting policies and methods of application used in the preparation of these interim consolidated financial statements are consistent with the accounting policies used in the Terasen Gas Inc. s (the Company's or Terasen Gas ) year end audited consolidated financial statements as at December 31, 2007, except for those described under Note 2 New Accounting Policies. These consolidated financial statements do not include all disclosures required for annual financial statements, and therefore these statements should be read in conjunction with the consolidated financial statements for the year ended December 31, Certain comparative figures have been restated to conform with the current period presentation. The interim statements and notes presented for this interim period have been prepared by Management. 2. NEW ACCOUNTING POLICIES AND IMPACT OF FUTURE PRONOUNCEMENTS Effective January 1, 2008, the Company adopted the following new accounting standards issued by the Canadian Institute of Chartered Accountants ( CICA ). a) Section 3862, Financial Instruments Disclosures, and Section 3863, Financial Instruments Presentation, require disclosures of both qualitative and quantitative information that enables users of financial statements to evaluate the nature and extent of risks from financial instruments to which the Company is exposed. The new disclosures are included in Note 6. b) Section 1535, Capital Disclosures, requires the Company to disclose additional information about its capital and the manner in which it is managed. This additional disclosure includes quantitative and qualitative information regarding the Company s objectives, policies and processes for managing capital. The new disclosures are in Note 7. c) Section 3031, Inventories, requires inventories to be measured at the lower of cost or net realizable value, disallows the use of a last-in first-out inventory costing methodology, and requires that, when circumstances which previously caused inventories to be written down below cost no longer exist, the amount of the write-down is to be reversed. This standard is to be applied retrospectively. As at January 1, 2008, supplies and other inventories of $6.6 million ($5.8 million as at January 1, 2007) were reclassified to property, plant and equipment from inventory on the balance sheet as they are held for the development, construction, maintenance and repair of other property, plant and equipment. During the three months ended June 30, 2008, gas in storage inventories of $232.0 million ( $187.8 million) and $627.4 million ( $580.1 million) for the six-months ended June 30, 2008 were expensed and reported in cost of natural gas on the consolidated statement of earnings and comprehensive earnings. 6 TERASEN GAS INC. SECOND QUARTER 2008 TERASEN GAS SERVES MORE THAN 825,000 CUSTOMERS IN BRITISH COLUMBIA

7 2. NEW ACCOUNTING POLICIES AND IMPACT OF FUTURE PRONOUNCEMENTS (CONTINUED) Future Accounting Pronouncements International Financial Reporting Standards ( IFRS ): In February 2008, the Accounting Standards Board ( AcSB ) confirmed that publicly accountable enterprises will be required to report under IFRS by In April 2008, the Accounting Standard Board (AcSB) issued an IFRS Omnibus Exposure Draft proposing that publicly accountable enterprises be required to apply IFRS, in full and without modification, on January 1, The transition date of January 1, 2011 will require the restatement, for comparative purposes, of amounts reported by the Company for its year ended December 31, 2010, and restatement of the opening balance sheet as at January 1, The AcSB proposes that CICA Handbook Section - Accounting Changes, paragraph , which requires an entity to disclose information relating to a new primary source of GAAP that has been issued but is not yet effective and that the entity has not applied, not be applied with respect to this Exposure Draft. Terasen Gas is continuing to assess the financial reporting impacts of the adoption of IFRS and, at this time, the impact on the future financial position and results of operations is not reasonably determinable or estimable. Terasen Gas, along with other Fortis companies, commenced its IFRS conversion project in 2007 and has established a formal project governance structure. Regular reporting will occur to the Audit and Risk Committee of the Board of Directors of Terasen Gas. Fortis Inc. has engaged an external expert advisor to assist in the IFRS conversion project. The IFRS conversion project consists of three phases: scoping and diagnostic; analysis and development; and implementation and review. Phase one has been completed which involved project planning and resourcing, and identification of differences between current Canadian GAAP and IFRS. Currently, the identified areas of accounting difference of highest potential to significantly impact Terasen Gas are rate regulated operations; property plant and equipment; intangible assets; employee benefits; impairment of assets; income taxes; and initial adoption of IFRS under the provisions of IFRS 1 First-Time Adoption of IFRS. Phase two, currently in progress, involves completion of detailed diagnostics and evaluation of the financial impacts of various options and alternative methodologies provided for under IFRS; identification and design of operational and financial business processes; and development of required solutions to address identified issues. FOR MORE INFORMATION ABOUT TERASEN GAS VISIT OUR WEBSITE AT TERASEN GAS INC. SECOND QUARTER

8 2. NEW ACCOUNTING POLICIES AND IMPACT OF FUTURE PRONOUNCEMENTS (CONTINUED) It is anticipated that the adoption of IFRS will have an impact on current and future system requirements. The degree of this impact is not reasonably determinable at this stage of the project. The Company will work with the British Columbia Utilities Commission to identify transitional issues and determine how those issues might be addressed. Terasen Gas will continue to review all proposed and continuing projects of the International Accounting Standards Board, closely monitor any International Financial Reporting Interpretations Committee initiatives with the potential to impact rate-regulated accounting under IFRS, and will participate in any related processes, as appropriate. Rate-Regulated Operations: In March 2007, the AcSB issued an Exposure Draft on rate-regulated operations that proposed: (i) the temporary exemption in Section 1100, Generally Accepted Accounting Principles, of the CICA Handbook providing relief to entities subject to rate regulation from the requirement to apply the Section to the recognition and measurement of assets and liabilities arising from rate regulation be removed; (ii) the explicit guidance for rate-regulated operations provided in Section 1600, Consolidated Financial Statements, Section 3061, Property, Plant and Equipment, Section 3465, Income Taxes, and Section 3475, Disposal of Long-Lived Assets and Discontinued Operations, be removed; and (iii) Accounting Guideline 19, Disclosures by Entities Subject to Rate Regulation, be retained as is. The AcSB has also observed that relying on US Statement of Financial Accounting Standards No. 71, Accounting for the Effects of Certain Types of Regulation ( FAS 71 ), as another source of Canadian GAAP in the absence of CICA Handbook guidance addressing the specific circumstances of entities subject to rate regulation, is consistent with Section 1100 when the qualifying criteria of FAS 71 are met. In August 2007, the AcSB issued a Decision Summary on the Exposure Draft that supported the removal of the temporary exemption in Section 1100, General Accepted Accounting Principles, and the amendment to Section 3465, Income Taxes, to recognize future income tax liabilities and assets as well as an offsetting regulatory asset or liabilities for entities subject to rate regulation. Both changes will apply prospectively for fiscal years beginning on or after January 1, It was also decided that the current guidance pertaining to property, plant and equipment and disposal of long-lived assets and discontinued operations, consolidated financial statements be maintained and that the existing AcG-19 will not be withdrawn from the Handbook but that the guidance will be updated as a result of the other changes. 8 TERASEN GAS INC. SECOND QUARTER 2008 TERASEN GAS SERVES MORE THAN 825,000 CUSTOMERS IN BRITISH COLUMBIA

9 2. NEW ACCOUNTING POLICIES AND IMPACT OF FUTURE PRONOUNCEMENTS (CONTINUED) The AcSB also decided that the final Background Information and Basis for Conclusions associated with its rate regulation project would not express any views of the AcSB regarding the status of US Statement of Financial Accounting Standards No. 71, Accounting for the Effects of Certain Types of Regulation, as an other source of GAAP within the Canadian GAAP hierarchy. Effective January 1, 2009, the impact on the Company of the amendment to Section 3465, Income Taxes, will be the recognition of future income tax assets and liabilities and related regulatory liabilities and assets for the amount of future income taxes expected to be refunded to or recovered from customers in future gas rates. Currently, the Company uses the taxes payable method of accounting for income taxes on regulated earnings. The estimated effect on the Company s consolidated financial statements, if it had adopted amended Section 3465, Income Taxes, as at June 30, 2008, would have been an increase in future tax liabilities of $259.2 million, including that associated with income taxes that will become payable on future revenues as they are collected from customers when the tax timing differences reverse. There would also be a corresponding increase in regulatory assets. Terasen is continuing to assess and monitor any additional implications on its financial reporting related to accounting for rate regulated operations. Effective January 1, 2009, the Company will be adopting the new CICA Handbook Section 3064 Goodwill and Intangible Assets which converges Canadian GAAP for goodwill and intangible assets with IFRS. The new standard provides for more comprehensive guidance on intangible assets, in particular for internally developed intangible assets. The Company is still assessing the financial reporting impact of adopting this standard. 3. RELATED PARTY TRANSACTIONS The Company reimbursed its parent for management services under a shared-services agreement totalling $4.2 million (2007 $4.2 million) for the six months ended June 30, 2008 (for the three months ended June 30, $2.1 million; $2.1 million). The Company charged $3.0 million (2007 $2.7 million) to affiliated companies for management services during the six months ended June 30, 2008 (three months ended June 30, $1.5 million; $1.4 million). The Company received $1.6 million ( $2.0 million) during the six months ended June 30, 2008 from Terasen Gas (Vancouver Island) Inc., a subsidiary of Terasen Inc., for transporting gas through the Company s pipeline system (for the three months ended June 30, $0.8 million; $1.0 million). FOR MORE INFORMATION ABOUT TERASEN GAS VISIT OUR WEBSITE AT TERASEN GAS INC. SECOND QUARTER

10 4. RELATED PARTY TRANSACTIONS (CONTINUED) The Company paid $23.1 million (2007 $22.5 million) during the six months ended June 30, 2008 for customer care and billing services to a limited partnership in which Terasen Inc. owns a 30 percent interest (for the three months ended June 30, $11.8 million; $11.3 million). Related party transactions are measured at the exchange amount. 5. SEASONAL OPERATIONS Due to the seasonal nature of the Company s natural gas distribution operations, quarterly earnings statements are not indicative of earnings on an annual basis. 6. EMPLOYEE BENEFIT PLANS The Company and its subsidiaries have defined benefit pension plans and defined contribution pension plans for employees. The Company also provides post-employment benefits other than pensions for retired employees. Additional information about these benefit plans can be found in the Company s 2007 annual financial statements. The Company s estimated contributions to defined benefit pension plans for 2008 are anticipated to be $7.0 million ( $7.0 million). Costs recognized in the periods are presented in the following table: Three months ended June 30 (in millions of dollars) Pension benefit plans Other benefit plans Current service cost $ 1.6 $ 1.7 $ 0.3 $ 0.3 Interest cost on projected benefit obligations Expected return on plan assets (4.2) (3.9) - - Net benefit plan expense before adjustments of employee benefit costs: Difference between actual and recognized actuarial gains in the year Difference between actual and recognized past service Amortization of transitional obligation (benefit) (0.4) (0.4) Net benefit plan expense $ 0.4 $ 0.6 $ 2.0 $ 2.1 Defined contribution plan expense $ - $ - $ 0.4 $ TERASEN GAS INC. SECOND QUARTER 2008 TERASEN GAS SERVES MORE THAN 825,000 CUSTOMERS IN BRITISH COLUMBIA

11 6. EMPLOYEE BENEFIT PLANS (CONTINUED) Six months ended June 30 (in millions of dollars) Pension benefit plans Other benefit plans Current service cost $ 3.2 $ 3.4 $ 0.6 $ 0.6 Interest cost on projected benefit obligations Expected return on plan assets (8.5) (7.8) - - Net benefit plan expense before adjustments of employee benefit costs: Difference between actual and recognized actuarial gains (losses) in the year Difference between actual and recognized past service (0.1) - Amortization of transitional obligation (benefit) (0.8) (0.8) Net benefit plan expense $ 0.7 $ 1.2 $ 4.0 $ 4.2 Defined contribution plan expense $ - $ - $ 0.7 $ 1.2 FOR MORE INFORMATION ABOUT TERASEN GAS VISIT OUR WEBSITE AT TERASEN GAS INC. SECOND QUARTER

12 7. FINANCIAL INSTRUMENTS FAIR VALUE ESTIMATES June 30, 2008 December 31, 2007 (in millions) Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Held for trading Cash and short-term investments 1 $ 6.3 $ 6.3 $ 5.6 $ 5.6 Loans and receivables Accounts receivable Other financial liabilities Short-term notes Accounts payable and accrued liabilities Long-term debt, including current portion 3,4,5 1, , , , Due to the nature and/or short-term maturity of these financial instruments, carrying value approximates fair value. Carrying value approximates amortized cost. Carrying value is measured at amortized cost using the effective interest rate method. Carrying value at June 30, 2008 is net of unamortized deferred financing costs of $12.8 million ( $10.8 million). On January 1, 2007, deferred financing costs were reclassified from other assets in accordance with the transitional provisions of CICA Section The majority of the Company s long-term debt relates to regulated operations which enables the Company to recover the existing financing charges through rates or tolls. Fair value is calculated by discounting the future cash flow of each debt issue at the estimated yield to maturity for the same or similar issues at June 30, 2008, or by using available quoted market prices. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates cannot be determined with precision as they are subjective in nature and involve uncertainties and matters of judgment. 12 TERASEN GAS INC. SECOND QUARTER 2008 TERASEN GAS SERVES MORE THAN 825,000 CUSTOMERS IN BRITISH COLUMBIA

13 7. FINANCIAL INSTRUMENTS (CONTINUED) DERIVATIVE INSTRUMENTS The Company hedges its exposure to fluctuations in natural gas prices through the use of derivative instruments. The table below indicates the valuation of the derivative instruments as at June 30, Asset (Liability) June 30, 2008 December 31, 2007 December 31 (in millions) Number of swaps and options Term to maturity (years) Carrying Value Fair Value Carrying Value Fair Value Natural Gas Commodity Swaps and Options 170 Up to 3 $ $ $ (77.3) $ (77.3) Gas purchase contract premiums 46 Less than The natural gas derivatives fair value reflects only the value of the natural gas derivatives and not the offsetting change in value of the underlying future purchases of natural gas. These fair values reflect the estimated amounts the Company would receive or pay to terminate the contracts at the stated dates. RISK MANAGEMENT Exposure to credit risk, liquidity risk, market risk, and natural gas commodity price risk arises in the normal course of the Company s business. The Company enters into financial instruments to finance its operations in the normal course of business and currently limits the use of derivative financial instruments to those that qualify as hedges. CREDIT RISK Credit risk is the risk that a third party to a financial instrument might fail to meet its obligations under the terms of the financial instrument. For cash and short term investments, derivative assets, accounts receivable, and other receivables due from customers, the Company s credit risk is limited to the carrying value on the balance sheet. The Company generally has a large and diversified customer base, which minimizes the concentration of credit risk. The Company is exposed to credit risk in the event of non-performance by counterparties to derivative financial instruments, including natural gas commodity swaps and options. The Company is also exposed to credit risk on physical off-system sales. Because the Company deals with high credit-quality institutions, in accordance with established credit-approval practices, the Company does not expect any counterparties to fail to meet their obligations. Counter-party credit exposures are monitored by individual counterparty and by category of credit rating, and are subject to approved limits. The counter-parties with which the Company has significant transactions are A-rated entities or better. The Company uses netting FOR MORE INFORMATION ABOUT TERASEN GAS VISIT OUR WEBSITE AT TERASEN GAS INC. SECOND QUARTER

14 7. FINANCIAL INSTRUMENTS (CONTINUED) arrangements to reduce credit risk and net settles payments with counter-parties where net settlement provisions exist. In the case of commercial and industrial customers credit risk is managed by checking a company s creditworthiness and financial strength both before commencing and during the business relationship. For residential customers, creditworthiness is ascertained normally before commencing commodity delivery by an appropriate mix of internal and external information to determine the payment mechanism required to reduce credit risk to an acceptable level. Certain customers will only be accepted on a prepayment basis. The Company manages its exposure to credit risk associated with all customers by monitoring an aging of receivables and by monitoring groupings of customers according to method of payment or profile. Receivables from customers are generally considered to be fully performing until such time as the payment that is due remains outstanding past the contractual due date. The contractual due date is generally 22 days. The ageing analysis of the Company s consolidated accounts receivable is as follows: June 30, 2008 Not past due $ Past due 0-30 days 18.0 Past due days 3.8 Past due days 1.8 Past due over 91 days 3.2 Subtotal accounts receivable Less: allowance for doubtful accounts (5.9) $ LIQUIDITY RISK Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company s financial position could be adversely affected if it fails to arrange sufficient and cost-effective financing to fund, among other things, capital expenditures and the repayment of maturing debt. The ability to arrange sufficient and cost-effective financing is subject to numerous factors, including the results of operations and financial position of the Company, conditions in the capital and bank credit markets, ratings assigned by rating agencies and general economic conditions. To mitigate this risk, the Company had consolidated authorized lines of credit of $500 million, as at June 30, 2008, of which $289.5 million was unused. The Company targets to have, on average, sufficient liquidity to allow it not to access the capital markets for a period of twelve months. 14 TERASEN GAS INC. SECOND QUARTER 2008 TERASEN GAS SERVES MORE THAN 825,000 CUSTOMERS IN BRITISH COLUMBIA

15 7. FINANCIAL INSTRUMENTS (CONTINUED) The following summary outlines the Company s credit facility. Credit Facilities ($ millions) June 30, 2008 December 31, 2007 Total credit facility $ $ Credit facility utilized Short-term borrowings (167.0) (305.0) Letters of credit outstanding (43.5) (43.0) Credit facility available $ $ Furthermore, the Company targets a strong investment-grade credit rating to maintain capital market access at reasonable interest rates. As at June 30, 2008, the Company s credit ratings were as follows: Credit Ratings DBRS Moody s Terasen Gas Inc. Commercial paper R-1 (Low) - Secured long-term debt A A2 Unsecured long-term debt A A3 A downward change in the credit ratings of the Company by one level on January 1, 2008 would decrease earnings for the three and six months ended June 30, 2008 by $0.1 million and $0.2 million, respectively. The following is an analysis of the contractual maturities of the Company s financial liabilities as at June 30, Financial Liabilities ($ millions) 1 year >1-3 years 4-5 years >5 years Total Short-term notes $ $ - $ - $ - $ Accounts payable and accrued liabilities Long-term debt, including current portion , ,412.8 $ $ 3.2 $ 3.2 $ 1,344.9 $ 1,804.4 Derivatives Financial Assets ($ millions) 1 year >1-3 years 4-5 years >5 years Total Commodity Contracts $ $ 65.0 $ - $ - $ FOR MORE INFORMATION ABOUT TERASEN GAS VISIT OUR WEBSITE AT TERASEN GAS INC. SECOND QUARTER

16 ( UNAUDITED) 7. FINANCIAL INSTRUMENTS (CONTINUED) MARKET RISK Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates or market interest rates. The Company s earnings are not exposed to changes in the US dollar to Canadian dollar exchange rate. The Company is exposed to interest rate risk associated with short-term borrowings and floating rate debt. The Company may enter into interest rate swaps to help reduce this risk. Approximately 100 per cent of the Company s operating facility is subject to interest rate risk while none of its long term debt is subject to interest rate risk. In aggregate, the Company attempts to maintain an exposure of not more than 20% of its debt portfolio in floating rate debt. A 50 basis point increase in interest rates would decrease earnings for the three and six months ended June 30, 2008 by $0.2 million and $0.5 million, respectively. Additionally, the Company has existing regulatory deferrals which would absorb the impact of interest rate changes. COMMODITY PRICE RISK The Company is exposed to risks associated with changes in the market price of natural gas as a result of the natural gas derivatives. The Company s price risk management strategy covers a term of 36 months and aims to (i) improve the likelihood that natural gas prices remain competitive with electricity rates, (ii) dampen price volatility on customer rates and (iii) reduce the risk of regional price disconnects. Any differences between the effective cost of natural gas purchased and the price of natural gas included in rates are recorded in deferral accounts, and subject to regulatory approval, are passed through in future rates to customers. The accompanying Balance Sheet at June 30, 2008 includes a net deferral of $195.8 million included in the caption Current Liabilities: Current Portion of Rate Stabilization Accounts representing net unrealized gains on these hedges that are refundable to customers through rates. The Company s exposure to market risk includes forward-looking statements and represents an estimate of possible changes in fair value that would occur assuming hypothetical future movements in the price of commodity prices. The Company s views on market risk are not necessarily indicative of actual results that may occur and do not represent the maximum possible gains and losses that may occur, since actual gains and losses will differ from those estimated, based on actual fluctuations in interest rates or commodity prices and the timing of transactions. 16 TERASEN GAS INC. SECOND QUARTER 2008 TERASEN GAS SERVES MORE THAN 825,000 CUSTOMERS IN BRITISH COLUMBIA

17 ( UNAUDITED) 7. FINANCIAL INSTRUMENTS (CONTINUED) The following sensitivity analysis estimates the impact on the fair value of natural gas commodity swaps and options of an one dollar change in the value of the underlying price of natural gas, with all other variables remaining constant, for the quarter ended June 30, This analysis is for illustrative purposes only, as in practice market rates rarely change in isolation. If the price of natural gas decreased by one dollar per Gigajoule, the change in the fair value of natural gas commodity swaps and options would decrease by $61.8 million. This would result in a decrease in ``Accounts Receivable and Current Liabilities: Current Portion of Rate Stabilization Account. 7. CAPITAL MANAGEMENT The Company s principal business of regulated gas distribution utilities requires ongoing access to capital in order to allow it to fund the maintenance and expansion of infrastructure. In order to ensure access to capital is maintained, the Company targets a long-term consolidated capital structure of 35 per cent equity, 65 per cent debt and strong investmentgrade credit ratings. As well, the Company has secured a multi-year committed credit facility to support short-term financing of capital expenditures and seasonal working capital requirements. The committed credit facility is available for general corporate purposes. The Company maintains a capital structure in line with the deemed capital structure approved by the British Columbia Utilities Commission ( BCUC ) of 35 per cent equity. The consolidated capital structure of the Company is presented in the following table. June 30, 2008 December 31, 2007 ($ millions) (%) ($ millions) (%) Total debt and capital lease obligations (net $ 1, $ 1, of cash) (1) Shareholders equity Total $ 2, $ 2, (1) Includes long-term debt, including current portion, and short-term borrowings, net of cash Certain of the Company s long-term debt obligations have covenants restricting the issuance of additional debt such that consolidated debt cannot exceed 75 per cent of the Company s capital structure, as defined by the long-term debt agreements. The restrictions on the issuance of additional debt are generally based on an interest coverage being at least two times available net earnings. In addition, certain of the Company s credit agreements require maintenance of certain financial covenants such as a maximum percentage of debt to equity. As at June 30, 2008, the Company was in compliance with these covenants. The Company s credit ratings and credit facilities are discussed further under Liquidity Risk in Note 6. FOR MORE INFORMATION ABOUT TERASEN GAS VISIT OUR WEBSITE AT TERASEN GAS INC. SECOND QUARTER

18 ( UNAUDITED) 8. SUBSEQUENT EVENT Subsequent to June 30, 2008, the Company reached a settlement with Revenu Québec and Canada Revenue Agency related to amounts owing as a result of retroactive amending Quebec tax legislation. The legislation was passed in 2006 for the purpose of challenging certain interprovincial Canadian tax structures. In 2006, the Company had provided for amounts owing as a result of the retroactive legislation. In August 2008, the Company made a payment of approximately $12.7 million to settle the tax liability. As a result of the tax settlement, an earnings benefit of approximately $5.6 million is expected to be recorded during the third quarter of TERASEN GAS INC. SECOND QUARTER 2008 TERASEN GAS SERVES MORE THAN 825,000 CUSTOMERS IN BRITISH COLUMBIA

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