Delaware
|
52-2135448
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification Number)
|
|
|
13710
FNB Parkway
|
||||
Omaha, Nebraska
|
68154-5200
|
|||
(Address
of principal executive offices)
|
(Zip
code)
|
877-290-2772
|
||
(Registrant's telephone number, including area code) |
Page
No.
|
||
TABLE
OF CONTENTS
|
||
PART
I
|
FINANCIAL
INFORMATION
|
|
Glossary
|
3
|
|
Item
1.
|
Financial
Statements
|
|
Consolidated
Statement of Income – Three months ended March 31, 2009 and
2008
|
4
|
|
Consolidated
Statement of Comprehensive Income – Three months ended March 31, 2009 and
2008
|
4
|
|
Consolidated
Balance Sheet – March 31, 2009 and December 31, 2008
|
5
|
|
Consolidated
Statement of Cash Flows – Three months ended March 31, 2009 and
2008
|
6
|
|
Consolidated
Statement of Changes in Partners’ Equity – Three months ended March
31, 2009
|
7
|
|
Notes
to Consolidated Financial Statements
|
8
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
14
|
Results
of Operations of TC PipeLines
|
19
|
|
Liquidity
and Capital Resources of TC PipeLines
|
22
|
|
Liquidity
and Capital Resources of our Pipeline Systems
|
23
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
25
|
Item
4.
|
Controls
and Procedures
|
27
|
PART
II
|
OTHER
INFORMATION
|
|
Item
1A.
|
Risk
Factors
|
27
|
Item
6.
|
Exhibits
|
28
|
Collar Agreement………………...... | Northern Border's interest rate collar agreement |
EPA……………………………......
|
United
States Environmental Protection Agency
|
FASB…………………………..........
|
Financial
Accounting Standards Board
|
FERC…………………………..........
|
Federal
Energy Regulatory Commission
|
GAAP…………………………........
|
U.S.
generally accepted accounting principles
|
GLGT.............…………………........
|
Great
Lakes Gas Transmission Limited Partnership
|
Great Lakes...................................... |
Great
Lakes Gas Transmission Limited Partnership
|
IDRs…………………………........
|
Incentive
Distribution Rights
|
LIBOR…………………………........
|
London
Interbank Offered Rate
|
MMcf/d……………………….........
|
Million
cubic feet per day
|
NBPC……………………….............
|
Northern
Border Pipeline Company
|
Net WCSB Flows to Markets.......... | Net of the supply of and demand for WCSB natural gas that is available for transportation to downstream markets; where supply represents WCSB production adjusted for injections into and withdrawals from WCSB storage |
Northern
Border……………….......
|
Northern
Border Pipeline Company
|
Our
pipeline systems………….......
|
Great
Lakes, Northern Border and Tuscarora
|
Partnership…………………............ | TC PipeLines, LP and its subsidiaries |
PipeLP ............................................... | TC PipeLines, LP and its subsidiaries |
REX East…………………………... | Eastern segment of the Rockies Express Pipeline |
REX West………………………….. | Western segment of the Rockies Express Pipeline |
Senior Credit Facility…………….... | TC PipeLine's revolving credit and term loan agreement |
SFAS…………………………..........
|
Statement
of Financial Accounting Standards
|
TC PipeLines…………………….. | TC PipeLines, LP and its subsidiaries |
TGTC.................................................. | Tuscarora Gas Transmission Company |
TransCanada…………………........
|
TransCanada
Corporation and its subsidiaries
|
Tuscarora………………………......
|
Tuscarora
Gas Transmission Company
|
U.S……………………………..........
|
United
States of America
|
WCSB…………………………........
|
Western
Canada Sedimentary Basin
|
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars except per common unit amounts)
|
2009
|
2008
|
||||||
Equity
income from investment in Great Lakes (Note 2)
|
19.5 | 18.6 | ||||||
Equity
income from investment in Northern Border (Note 3)
|
15.6 | 19.5 | ||||||
Transmission
revenues
|
8.4 | 6.9 | ||||||
Operating
expenses
|
(2.6 | ) | (2.2 | ) | ||||
Depreciation
|
(1.8 | ) | (1.6 | ) | ||||
Financial
charges, net and other
|
(7.3 | ) | (7.6 | ) | ||||
Net
income
|
31.8 | 33.6 | ||||||
Net
income allocation
|
||||||||
Common
units
|
28.5 | 30.4 | ||||||
General
partner
|
3.3 | 3.2 | ||||||
31.8 | 33.6 | |||||||
Net income per common
unit (Note 6)
|
$ | 0.82 | $ | 0.87 | ||||
Weighted average common units
outstanding (millions)
|
34.9 | 34.9 | ||||||
Common units outstanding, end
of the period (millions)
|
34.9 | 34.9 | ||||||
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars)
|
2009
|
2008
|
||||||
Net
income
|
31.8 | 33.6 | ||||||
Other
comprehensive income/(loss)
|
||||||||
Change
associated with hedging transactions (Note 9)
|
1.4 | (12.3 | ) | |||||
Change
associated with hedging transactions of investees
|
(0.1 | ) | (1.6 | ) | ||||
1.3 | (13.9 | ) | ||||||
Total
comprehensive income
|
33.1 | 19.7 | ||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
(unaudited)
|
||||||||
(millions
of dollars)
|
March
31, 2009
|
December
31, 2008
|
||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
and cash equivalents
|
13.0 | 8.4 | ||||||
Accounts
receivable and other
|
2.8 | 3.4 | ||||||
15.8 | 11.8 | |||||||
Investment
in Great Lakes (Note 2)
|
711.5 | 704.5 | ||||||
Investment
in Northern Border (Note 3)
|
510.5 | 514.8 | ||||||
Plant,
property and equipment (net of $70.3 accumulated
|
132.5 | 134.2 | ||||||
depreciation,
2008 - $68.5)
|
||||||||
Goodwill
|
81.7 | 81.7 | ||||||
Other
assets
|
1.4 | 1.5 | ||||||
1,453.4 | 1,448.5 | |||||||
LIABILITIES
AND PARTNERS' EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable
|
2.2 | 2.2 | ||||||
Accrued
interest
|
2.9 | 2.1 | ||||||
Current
portion of long-term debt (Note 5)
|
4.4 | 4.4 | ||||||
Current
portion of fair value of derivative contracts (Note 9)
|
12.0 | 11.8 | ||||||
21.5 | 20.5 | |||||||
Fair
value of derivative contracts and other (Note 9)
|
18.5 | 20.0 | ||||||
Long-term
debt (Note 5)
|
532.4 | 532.4 | ||||||
572.4 | 572.9 | |||||||
Partners'
Equity
|
||||||||
Common
units
|
895.4 | 891.4 | ||||||
General
partner
|
19.2 | 19.1 | ||||||
Accumulated
other comprehensive loss
|
(33.6 | ) | (34.9 | ) | ||||
881.0 | 875.6 | |||||||
1,453.4 | 1,448.5 | |||||||
Subsequent
events (Note 12)
|
||||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars)
|
2009
|
2008
|
||||||
CASH
GENERATED FROM OPERATIONS
|
||||||||
Net
income
|
31.8 | 33.6 | ||||||
Depreciation
|
1.8 | 1.6 | ||||||
Amortization
of other assets
|
0.1 | 0.1 | ||||||
Equity
income in excess of distributions received from Great
Lakes
|
(7.0 | ) | (7.0 | ) | ||||
Increase
in long-term liabilities
|
- | 0.1 | ||||||
Equity
allowance for funds used during construction
|
- | (0.2 | ) | |||||
Decrease/(increase)
in operating working capital (Note 10)
|
1.5 | (0.2 | ) | |||||
28.2 | 28.0 | |||||||
INVESTING
ACTIVITIES
|
||||||||
Cumulative
distributions in excess of equity earnings:
|
||||||||
Northern
Border
|
8.6 | 3.6 | ||||||
Investment
in Northern Border (Note 3)
|
(4.3 | ) | - | |||||
Capital
expenditures
|
(0.1 | ) | (4.5 | ) | ||||
(Increase)/decrease
in investing working capital (Note 10)
|
(0.1 | ) | 0.6 | |||||
4.1 | (0.3 | ) | ||||||
FINANCING
ACTIVITIES
|
||||||||
Distributions
paid (Note 7)
|
(27.7 | ) | (25.6 | ) | ||||
Long-term
debt repaid (Note 5)
|
- | (8.0 | ) | |||||
(27.7 | ) | (33.6 | ) | |||||
Increase/(decrease)
in cash and cash equivalents
|
4.6 | (5.9 | ) | |||||
Cash
and cash equivalents, beginning of period
|
8.4 | 7.5 | ||||||
Cash
and cash equivalents, end of period
|
13.0 | 1.6 | ||||||
Interest
payments made
|
3.2 | 7.0 | ||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
||||||||
(unaudited)
|
Common
Units
|
General
Partner
|
Accumulated
Other Comprehensive
(Loss)/Income
(1)
|
Partners'
Equity
|
||||||||||||||||||||
(millions
|
(millions
|
(millions
|
(millions
|
(millions
|
(millions
|
|||||||||||||||||||
of
units)
|
of
dollars)
|
of
dollars)
|
of
dollars)
|
of
units)
|
of
dollars)
|
|||||||||||||||||||
Partners'
equity at December 31, 2008
|
34.9 | 891.4 | 19.1 | (34.9 | ) | 34.9 | 875.6 | |||||||||||||||||
Net
income
|
- | 28.5 | 3.3 | - | - | 31.8 | ||||||||||||||||||
Distributions
paid
|
- | (24.5 | ) | (3.2 | ) | - | - | (27.7 | ) | |||||||||||||||
Other
comprehensive income
|
- | - | - | 1.3 | - | 1.3 | ||||||||||||||||||
Partners'
equity at March 31, 2009
|
34.9 | 895.4 | 19.2 | (33.6 | ) | 34.9 | 881.0 | |||||||||||||||||
(1)
TC PipeLines, LP uses derivatives to assist in managing its exposure to
interest rate risk. Based on interest rates at March 31, 2009, the amount
of losses related to cash flow hedges reported in accumulated other
comprehensive income that will be reclassified to net income in the next
12 months is $12.0 million, which will be offset by a reduction to
interest expense of a similar amount.
|
||||||||||||||||||||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
||||||||||||||||||||||||
Summarized
Consolidated Great Lakes Income Statement
|
||||||||
|
||||||||
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars)
|
2009
|
2008
|
||||||
Transmission
revenues
|
82.5 | 79.7 | ||||||
Operating
expenses
|
(16.0 | ) | (15.1 | ) | ||||
Depreciation
|
(14.6 | ) | (14.6 | ) | ||||
Financial
charges, net and other
|
(8.2 | ) | (8.2 | ) | ||||
Michigan
business tax
|
(1.8 | ) | (1.7 | ) | ||||
Net
income
|
41.9 | 40.1 | ||||||
Summarized
Consolidated Great Lakes Balance Sheet
|
||||||||
(unaudited)
|
March
31,
|
December
31,
|
||||||
(millions
of dollars)
|
2009
|
2008
|
||||||
Assets
|
||||||||
Cash
and cash equivalents
|
3.1 | 1.6 | ||||||
Other
current assets
|
93.0 | 80.2 | ||||||
Plant,
property and equipment, net
|
909.8 | 923.4 | ||||||
1,005.9 | 1,005.2 | |||||||
Liabilities
and Partners' Equity
|
||||||||
Current
liabilities
|
37.4 | 43.0 | ||||||
Deferred
credits
|
2.7 | 2.3 | ||||||
Long-term
debt, including current maturities
|
421.0 | 430.0 | ||||||
Partners'
capital
|
544.8 | 529.9 | ||||||
1,005.9 | 1,005.2 | |||||||
Summarized Northern Border
Income Statement
|
||||||||
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars)
|
2009
|
2008
|
||||||
Transmission
revenues
|
74.5 | 83.8 | ||||||
Operating
expenses
|
(18.5 | ) | (19.4 | ) | ||||
Depreciation
|
(15.3 | ) | (15.2 | ) | ||||
Financial
charges, net and other
|
(9.1 | ) | (9.7 | ) | ||||
Net
income
|
31.6 | 39.5 | ||||||
Summarized
Northern Border Balance Sheet
|
||||||||
(unaudited)
|
March
31,
|
December
31,
|
||||||
(millions
of dollars)
|
2009
|
2008
|
||||||
Assets
|
||||||||
Cash
and cash equivalents
|
23.1 | 21.6 | ||||||
Other
current assets
|
30.2 | 39.1 | ||||||
Plant,
property and equipment, net
|
1,379.8 | 1,390.8 | ||||||
Other
assets
|
24.9 | 24.5 | ||||||
1,458.0 | 1,476.0 | |||||||
Liabilities
and Partners' Equity
|
||||||||
Current
liabilities
|
44.1 | 48.7 | ||||||
Deferred
credits and other
|
11.1 | 11.2 | ||||||
Long-term
debt, including current maturities
|
625.5 | 630.4 | ||||||
Partners'
equity
|
||||||||
Partners'
capital
|
783.2 | 791.4 | ||||||
Accumulated
other comprehensive loss
|
(5.9 | ) | (5.7 | ) | ||||
1,458.0 | 1,476.0 | |||||||
Summarized
Tuscarora Income Statement
|
||||||||
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars)
|
2009
|
2008
|
||||||
Transmission
revenues
|
8.4 | 6.9 | ||||||
Operating
expenses
|
(1.4 | ) | (1.2 | ) | ||||
Depreciation
|
(1.8 | ) | (1.6 | ) | ||||
Financial
charges, net and other
|
(1.1 | ) | (0.9 | ) | ||||
Net
income
|
4.1 | 3.2 | ||||||
Summarized
Tuscarora Balance Sheet
|
||||||||
(unaudited)
|
March
31,
|
December
31,
|
||||||
(millions
of dollars)
|
2009
|
2008
|
||||||
Assets
|
||||||||
Other
current assets
|
10.0 | 3.1 | ||||||
Plant,
property and equipment, net
|
132.5 | 134.2 | ||||||
Other
assets
|
0.3 | 0.3 | ||||||
142.8 | 137.6 | |||||||
Liabilities
and Partners' Equity
|
||||||||
Current
liabilities
|
3.1 | 2.0 | ||||||
Long-term
debt, including current maturities
|
61.8 | 61.8 | ||||||
Partners'
capital
|
77.9 | 73.8 | ||||||
142.8 | 137.6 | |||||||
Summarized
Tuscarora Cash Flow Statement
|
||||||||
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars)
|
2009
|
2008
|
||||||
Cash
flows provided by operating activities
|
7.2 | 6.0 | ||||||
Cash
flows used in investing activities
|
(0.2 | ) | (4.0 | ) | ||||
Cash
flows used in financing activities
|
(7.0 | ) | (8.1 | ) | ||||
Decrease
in cash and cash equivalents
|
- | (6.1 | ) | |||||
Cash
and cash equivalents, beginning of period
|
- | 6.1 | ||||||
Cash
and and cash equivalents, end of period
|
- | - | ||||||
(unaudited)
|
March
31,
|
December
31,
|
||||||
(millions
of dollars)
|
2009
|
2008
|
||||||
Senior
Credit Facility
|
475.0 | 475.0 | ||||||
7.13%
Series A Senior Notes due 2010
|
51.3 | 51.3 | ||||||
7.99%
Series B Senior Notes due 2010
|
5.0 | 5.0 | ||||||
6.89%
Series C Senior Notes due 2012
|
5.5 | 5.5 | ||||||
536.8 | 536.8 | |||||||
(unaudited)
|
|
(millions
of dollars)
|
|
2009
|
4.4
|
2010
|
53.5
|
2011
|
475.8
|
2012
|
3.1
|
536.8
|
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars except per unit)
|
2009
|
2008
|
||||||
Net
income
|
31.8 | 33.6 | ||||||
Net
income allocated to general partner
|
||||||||
General
partner interest
|
(0.6 | ) | (0.7 | ) | ||||
Incentive
distribution income allocation
|
(2.7 | ) | (2.5 | ) | ||||
(3.3 | ) | (3.2 | ) | |||||
Net
income allocable to common units
|
28.5 | 30.4 | ||||||
Weighted
average common units outstanding (millions)
|
34.9 | 34.9 | ||||||
Net
income per common unit
|
$ | 0.82 | $ | 0.87 | ||||
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars)
|
2009
|
2008
|
||||||
Costs
charged by TransCanada and its affiliates:
|
||||||||
Great
Lakes
|
7.3 | 7.3 | ||||||
Northern
Border
|
6.3 | 6.8 | ||||||
Tuscarora
|
0.7 | 1.1 | ||||||
Impact
on the Partnership's net income:
|
||||||||
Great
Lakes
|
3.2 | 3.4 | ||||||
Northern
Border
|
2.9 | 3.3 | ||||||
Tuscarora
|
0.7 | 0.7 | ||||||
(unaudited)
|
March
31,
|
December
31,
|
||||||
(millions
of dollars)
|
2009
|
2008
|
||||||
Amount
owed to TransCanada and its affiliates:
|
||||||||
Great
Lakes
|
3.4 | 4.5 | ||||||
Northern
Border
|
2.8 | 2.8 | ||||||
Tuscarora
|
0.9 | 0.8 | ||||||
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars)
|
2009
|
2008
|
||||||
Decrease
in accounts receivable and other
|
0.6 | 0.7 | ||||||
Decrease
in bank indebtedness
|
- | (1.4 | ) | |||||
Increase
in accounts payable
|
- | 0.5 | ||||||
Increase
in accrued interest
|
0.8 | 0.6 | ||||||
1.4 | 0.4 | |||||||
(Increase)/decrease
in investing working capital
|
(0.1 | ) | 0.6 | |||||
Decrease/(increase)
in operating working capital
|
1.5 | (0.2 | ) | |||||
·
|
the
ability of Great Lakes and Northern Border to continue to make
distributions at their current
levels;
|
·
|
the
impact of unsold capacity on Great Lakes and Northern Border being greater
or less than expected;
|
·
|
competitive
conditions in our industry and the ability of our pipeline systems to
market pipeline capacity on favorable terms, which is affected
by:
|
o
|
future
demand for and prices of natural
gas;
|
o
|
level
of natural gas basis differentials;
|
o
|
competitive
conditions in the overall natural gas and electricity
markets;
|
o
|
availability
of supplies of Canadian and United States (U.S.) natural gas,
including newly discovered natural gas developments such as the Horn
River and Montney shale gas developments in Western Canada, U.S. Rockies
and U.S. Mid-Continent shale gas developments, and the Marcellus shale gas
developments;
|
o
|
availability
of additional storage capacity and current storage
levels;
|
o
|
level
of liquefied natural gas imports;
|
o
|
weather
conditions that impact supply and
demand;
|
o
|
ability
of shippers to meet credit worthiness requirements;
and
|
o
|
competitive
developments by Canadian and U.S. natural gas transmission
companies;
|
·
|
changes
in relative cost structures of natural gas producing basins, such as
changes in royalty programs, that may prejudice the development of the
Western Canada Sedimentary Basin
(WCSB);
|
·
|
the
decision by other pipeline companies to advance projects which will affect
our pipeline systems and the regulatory, financing and construction risks
related to construction of interstate natural gas
pipelines;
|
·
|
performance
of contractual obligations by customers of our pipeline
systems;
|
·
|
the
imposition of entity level taxation by states on
partnerships;
|
·
|
operating
hazards, natural disasters, weather-related delays, casualty losses and
other matters beyond our control;
|
·
|
the
impact of current and future laws, rulings and governmental regulations,
particularly Federal Energy Regulatory Commission (FERC) regulations, and
proposed and pending legislation by Congress and the Environmental
Protection Agency (EPA) related to green house gas emissions on us and our
pipeline systems;
|
·
|
our
ability to control operating costs;
and
|
·
|
the
severity and length of the current economic downturn, which
impacts:
|
o
|
the
debt and equity capital markets and our ability to access these
markets;
|
o
|
the
overall demand for natural gas by end users;
and
|
o
|
natural
gas prices
|
The
shaded areas in the tables below disclose the results from Great Lakes and
Northern Border, representing 100 per cent of each entity's operations for
the given period.
|
||||||||||||||||||||
(unaudited)
|
For
the three months ended March 31, 2009
|
|||||||||||||||||||
(millions
of dollars)
|
PipeLP
|
TGTC
|
Other
|
GLGT
|
NBPC(1)
|
|||||||||||||||
Transmission
revenues
|
8.4 | 8.4 | - | 82.5 | 74.5 | |||||||||||||||
Operating
expenses
|
(2.6 | ) | (1.4 | ) | (1.2 | ) | (16.0 | ) | (18.5 | ) | ||||||||||
5.8 | 7.0 | (1.2 | ) | 66.5 | 56.0 | |||||||||||||||
Depreciation
|
(1.8 | ) | (1.8 | ) | - | (14.6 | ) | (15.3 | ) | |||||||||||
Financial
charges, net and other
|
(7.3 | ) | (1.1 | ) | (6.2 | ) | (8.2 | ) | (9.1 | ) | ||||||||||
Michigan
business tax
|
- | - | - | (1.8 | ) | - | ||||||||||||||
41.9 | 31.6 | |||||||||||||||||||
Equity
income
|
35.1 | - | - | 19.5 | 15.6 | |||||||||||||||
Net
income
|
31.8 | 4.1 | (7.4 | ) | 19.5 | 15.6 | ||||||||||||||
(unaudited)
|
For
the three months ended March 31, 2008
|
|||||||||||||||||||
(millions
of dollars)
|
PipeLP
|
TGTC
|
Other
|
GLGT
|
NBPC(1)
|
|||||||||||||||
Transmission
revenues
|
6.9 | 6.9 | - | 79.7 | 83.8 | |||||||||||||||
Operating
expenses
|
(2.2 | ) | (1.2 | ) | (1.0 | ) | (15.1 | ) | (19.4 | ) | ||||||||||
4.7 | 5.7 | (1.0 | ) | 64.6 | 64.4 | |||||||||||||||
Depreciation
|
(1.6 | ) | (1.6 | ) | - | (14.6 | ) | (15.2 | ) | |||||||||||
Financial
charges, net and other
|
(7.6 | ) | (0.9 | ) | (6.7 | ) | (8.2 | ) | (9.7 | ) | ||||||||||
Michigan
business tax
|
- | - | - | (1.7 | ) | - | ||||||||||||||
40.1 | 39.5 | |||||||||||||||||||
Equity
income
|
38.1 | - | - | 18.6 | 19.5 | |||||||||||||||
Net
income
|
33.6 | 3.2 | (7.7 | ) | 18.6 | 19.5 | ||||||||||||||
(1)
TC PipeLines owns a 50 per cent general partner interest in Northern
Border. Equity income from Northern Border includes amortization of a
$10.0 million transaction fee paid to the operator of Northern Border at
the time of the additional 20 per cent acquisition in April
2006.
|
||||||||||||||||||||
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars except per common unit amounts)
|
2009
|
2008
|
||||||
Net
Income
|
31.8 | 33.6 | ||||||
Add:
|
||||||||
Cash
flows provided by Tuscarora's operating activities
|
7.2 | 6.0 | ||||||
Cash
distributions from Great Lakes (1)
|
12.5 | 11.6 | ||||||
Cash
distributions from Northern Border (1)
|
24.2 | 23.1 | ||||||
43.9 | 40.7 | |||||||
Less:
|
||||||||
Tuscarora's
net income
|
(4.1 | ) | (3.2 | ) | ||||
Equity
income from investment in Great Lakes
|
(19.5 | ) | (18.6 | ) | ||||
Equity
income from investment in Northern Border
|
(15.6 | ) | (19.5 | ) | ||||
(39.2 | ) | (41.3 | ) | |||||
Partnership
cash flows
|
36.5 | 33.0 | ||||||
Partnership
cash flows allocated to general partner (2)
|
(3.2 | ) | (3.0 | ) | ||||
Partnership
cash flows allocated to common units
|
33.3 | 30.0 | ||||||
Cash
distributions declared
|
(27.7 | ) | (27.4 | ) | ||||
Cash
distributions declared per common unit (3)
|
$ | 0.705 | $ | 0.700 | ||||
Cash
distributions paid
|
(27.7 | ) | (25.6 | ) | ||||
Cash
distributions paid per common unit (3)
|
$ | 0.705 | $ | 0.665 | ||||
Weighted
average common units outstanding (millions)
|
34.9 | 34.9 | ||||||
(1)
In accordance with the cash distribution policies of the respective
pipeline assets, cash distributions from Great Lakes and Northern Border
are based on their respective prior quarter financial
results.
|
||||
(2)
Partnership cash flows allocated to general partner represents the cash
distributions declared to the general partner with respect to its two per
cent interest plus an amount equal to incentive distributions. Previously,
Partnership cash flows allocated to general partner were based on the cash
distributions paid to the general partner during the quarter; however,
this has been changed to align with the requirements of EITF 07-4. As a
result, Partnership cash flows allocated to general partner in first
quarter of 2008 increased from $2.4 million to $3.0
million.
|
||||
(3)
Cash distributions declared per common unit and cash distributions paid
per common unit are computed by dividing cash distributions, after the
deduction of the general partner's allocation, by the number of common
units outstanding. The general partner's allocation is computed based upon
the general partner's two per cent interest plus an amount equal to
incentive distributions.
|
||||
Payments
Due by Period
|
|||||
(unaudited)
(millions
of dollars)
|
Total
|
Less
Than 1 Year
|
Long-term
Portion
|
||
Senior
Credit Facility due 2011
|
475.0
|
-
|
475.0
|
||
7.13%
Series A Senior Notes due 2010
|
51.3
|
3.1
|
48.2
|
||
7.99%
Series B Senior Notes due 2010
|
5.0
|
0.5
|
4.5
|
||
6.89%
Series C Senior Notes due 2012
|
5.5
|
0.8
|
4.7
|
||
Total
|
536.8
|
4.4
|
532.4
|
||
Payments
Due by Period
|
|||||
(unaudited)
(millions
of dollars)
|
Total
|
Less
than 1 year
|
Long-term
Portion
|
||
8.74%
series Senior Notes due 2007 to 2011
|
30.0
|
10.0
|
20.0
|
||
6.73%
series Senior Notes due 2009 to 2018
|
81.0
|
9.0
|
72.0
|
||
9.09%
series Senior Notes due 2012 to 2021
|
100.0
|
-
|
100.0
|
||
6.95%
series Senior Notes due 2019 to 2028
|
110.0
|
-
|
110.0
|
||
8.08%
series Senior Notes due 2021 to 2030
|
100.0
|
-
|
100.0
|
||
Total
|
421.0
|
19.0
|
402.0
|
||
Payments
Due by Period
|
|||||
(unaudited)
(millions
of dollars)
|
Total
|
Less
than 1 year
|
Long-term
Portion
|
||
7.75%
senior notes due 2009
|
200.0
|
200.0
|
-
|
||
7.50%
senior notes due 2021
|
250.0
|
-
|
250.0
|
||
$250
million credit agreement due 2012 (a)
|
176.0
|
-
|
176.0
|
||
Total
|
626.0
|
200.0
|
426.0
|
||
(a)
Northern Border is required to pay a facility fee of 0.05% on the
principal commitment amount of its credit agreement.
|
|||||
·
|
Swaps
– contractual agreements between two parties to exchange streams of
payments over time according to specified terms. The Partnership and our
pipeline systems enter into interest rate swaps to mitigate the impact of
changes in interest rates.
|
·
|
Options
– contractual agreements to convey the right, but not the obligation, for
the purchaser to buy or sell a specific amount of a financial instrument
at a fixed price, either at a fixed date or at any time within a specified
period. The Partnership and our pipeline systems enter into option
agreements to mitigate the impact of changes in interest
rates.
|
10.1
|
Market
Center Service Agreement MC11987 between Great Lakes Gas Transmission
Limited Partnership and TransCanada Gas Storage USA Inc., dated February
27, 2009.
|
10.2
|
Transportation
Service Agreement IT11986 between Great Lakes Gas Transmission Limited
Partnership and TransCanada Gas Storage USA Inc., dated February 27,
2009.
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act
of 2002.
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification
of Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
99.1
|
Consolidated
Balance Sheets of TC PipeLines GP, Inc. as of December 31, 2008 and
2007.
|
TC
PipeLines, LP
|
|||
(a
Delaware Limited Partnership)
|
|||
By:
|
TC
PipeLines GP, Inc., its general partner
|
||
Date:
|
April
30, 2009
|
By:
|
/s/ Russell
K. Girling
Russell
K. Girling
Chairman,
Chief Executive Officer and Director
TC
PipeLines GP, Inc. (Principal Executive Officer)
|
Date:
|
April
30, 2009
|
By:
|
/s/ Amy W.
Leong
Amy
W. Leong
Controller
TC
PipeLines GP, Inc. (Principal Financial
Officer)
|