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View Annual Report annual report 2009 stability delivered positioned for growth financial highlights Year ended December 31 2005 2006 2007 2008 2009 (millions of dollars, except per unit amounts) Cash Flow Partnership cash flows* 63.5 67.4 123.2 143.5 150.2 Cash distributions paid 43.0 43.5 86.7 108.6 117.0 Income Statement Net income** 52.8 49.1 94.7 123.0 106.1 Net income prior to recast* 50.2 44.7 89.0 107.7 97.8 Balance Sheet Total assets** 547.1 1,008.1 1,732.4 1,701.1 1,675.1 Long-term debt (including current maturities) 13.5 468.1 573.4 536.8 541.3 Partners’ equity 301.6 303.9 900.1 875.6 1,103.5 Common Units Statistics (per unit) Cash distributions paid $ 2.300 $ 2.325 $ 2.565 $ 2.775 $ 2.870 Net income $ 2.70 $ 2.39 $ 2.48 $ 2.73 $ 2.34 Common Units Outstanding (millions) Weighted average for the year 17.5 17.5 32.3 34.9 38.7 End of year 17.5 17.5 34.9 34.9 46.2 Partnership Cash Distributions Net Income Total Assets Cash Flows* (millions of dollars) Paid (dollars per unit) (dollars per unit) (millions of dollars) 150.2 1732.4 2.870 1701.1 143.5 1675.1 2.775 2.70 2.73 123.2 2.565 2.48 2.300 2.325 2.39 2.34 1008.1 63.5 67.4 547.1 20052006 2007 2008 2009 2005 2006 2007 2008 2009 2005 2006 2007 2008 2009 2005 2006 2007 2008 2009 *Partnership cash flows and net income prior to recast are non-GAAP measures. Non-GAAP measures do not have any standarized meaning prescribed by generally accepted accounting principles (GAAP). For more information on non-GAAP financial measures see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2009, filed with the SEC and included in this annual report. **Recast as discussed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2009, filed with the SEC and included in this annual report. This annual report contains forward-looking statements relating to expectations, plans or prospects for TC PipeLines, LP. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include market conditions and other factors beyond the company’s control. Please read the cautionary statements found on page 5, and the risk factors found on page 28, which discuss these factors. TC PipeLines, LP is a United States limited partnership that offers investors stable and growing cash distributions. TC PipeLines, LP (the Partnership) has interests in approximately 3,700 miles of federally Great Lakes regulated U.S. interstate natural gas pipelines, including Great Lakes Gas Transmission Limited Partnership (Great Lakes), Northern Border Pipeline Company (Northern Border), s 46.45 per cent ownership North Baja Pipeline, LLC (North Baja) and Tuscarora Gas Transmission Company (Tuscarora). The Partnership is managed by its general partner, TC PipeLines GP, Inc., an indirect wholly s 2,115 mile pipeline serving markets in Minnesota, owned subsidiary of TransCanada Corporation (TransCanada), a leading North American Wisconsin, Michigan and eastern Canada energy infrastructure company. s Design capacity of 2.5 billion cubic feet per day Northern Border s 50 per cent ownership Northern s 1,249 mile pipeline transporting natural gas from Border the Montana-Saskatchewan border to markets in the Great Lakes midwestern United States Tuscarora s Design capacity of 2.4 billion cubic feet per day North Baja North Baja TransCanada wholly & partially owned pipeline assets s 100 per cent ownership TransCanada wholly owned pipeline assets in development s 80 mile natural gas pipeline extending from southwestern TC PipeLines, LP wholly & partially owned pipeline assets Arizona to a point on the California/Mexico border, connects with a natural gas pipeline system in Mexico s Design capacity of 600 million cubic feet per day with bi-directional gas flow capability Tuscarora s 100 per cent ownership s 240 mile pipeline system that transports natural gas from Oregon, where it interconnects TransCanada’s Gas Transmission Northwest System, to markets in Oregon, Northern California, and northwestern Nevada s Design capacity of 230 million cubic feet per day Celebrating 10 Years on NASDAQ letter to unitholders TC PipeLines celebrated its 10 year anniversary in 2009. Over the course of the past decade, the Partnership has maintained its focus on delivering stable and growing cash distributions to unitholders. Our discipline and low-risk strategy has built an impressive track record of success. Since 1999, the Partnership has grown its annualized cash distribution to unitholders by 62 $2.92 per cent from $1.80 to $2.92 per common unit. While we have consistently increased our distribution, the Partnership’s strong distribution coverage ratio has never been compromised. We have grown through disciplined acquisitions and expansions and have deliberately avoided excess financial leverage and commodity volatility. Today we have interests in almost 3,700 miles of interstate natural gas pipelines which are an essential part of the North American $1.80 natural gas transportation infrastructure. These pipelines transport six per cent of the total 1999* 2009** natural gas consumed in the United States and deliver to several key, large markets. The relationship with our sponsor and general partner, TransCanada, has been key to our success as TransCanada operates our pipelines and provides access to a significant pool of management 62% Growth in Annual Cash Distributions Paid talent. per Common Unit Since Inception. *Prorated for full year In a year of challenges in the North American economy, which included reduced demand for **Fourth quarter distribution on an annualized basis all energy commodities, TC PipeLines performed exceptionally well. A number of key events contributed to the Partnership’s continued growth in 2009: On July 1, 2009, the Partnership acquired the North Baja natural gas pipeline from our sponsor, TransCanada, and 1. Acquired North Baja pipeline from TransCanada for $270 million amended the general partner’s incentive distribution 2. Amended and reset the general partner incentive distribution rights which repositioned rights (IDRs). We were very pleased with this development TC PipeLines with a lower cost of capital to continue to grow as it adds a new source of cash flow and places the Partnership in a stronger competitive position to grow. 3. Increased cash distributions paid to unitholders by 7.7 per cent, 3.5 per cent on a per unit basis The aggregate consideration provided to TransCanada 4. Completed a $190 million equity offering included a combination of cash and common units valued at approximately $395 million. 5. Continued to generate strong earnings and cash flow despite increased competition and lower natural gas volumes available for transport North Baja is a high quality asset offering supply diversity and Partnership cash flows for the year ended December 31, 2009, increased $7 million to $150 security of cash flows through long-term contracts extending million. Cash distributions paid to unitholders increased $8 million to a total of $117 million. On a out to 2026. Built in 2002, North Baja enhances the geographic per common unit basis, distributions paid increased to $2.87 in 2009 from $2.775 in 2008. diversity of the Partnership and is essential infrastructure in the region it serves. Cash distributions paid in the fourth quarter, on an annualized basis, were $2.92 per common unit. This represents an increase of approximately 3.5 per cent compared to $2.82 at the outset of the The amendment of the general partner IDRs reduces the year. While we have increased the distribution to unitholders, our Partnership distribution coverage Partnership’s cost of capital, competitively positions us for ratio remains strong. further growth and increases cash available for distribution to common unit holders. Specifically, the general partner IDRs Net income earned by the Partnership in 2009 was $98 million ($2.34 per common unit) compared were reset to two per cent, down from the previous 50 per to $108 million ($2.73 per common unit) in 2008. The decrease was primarily due to lower cent and going forward the maximum is capped at a new transmission revenues earned by the Northern Border pipeline system. Earnings from Tuscarora and lower level of 25 per cent. The general partner, through these Great Lakes were strong and similar to 2008 while the incremental earnings from the mid-year amendments, has one of the lowest IDRs compared to many acquisition of North Baja somewhat offset the current declines on Northern Border. master limited partnerships. Operationally, Great Lakes experienced another consistent and solid year in 2009. Total net revenues Over the longer term, TransCanada’s involvement and efforts to earned were similar to those in 2008. While overall throughput volumes were lower, the related connect Alaska and Mackenzie Delta gas would provide further reduction in revenues was offset by short-term revenues. Longer term, Great Lakes expects the trend supply diversification for natural gas volumes aggregated at the towards shorter term contracts to continue as long-term contracts expire. Alberta hub. On November 19, 2009, the Federal Energy Regulatory Commission (FERC) issued an order instituting Our affiliation with our sponsor, TransCanada, is one of our an investigation into the rates charged by Great Lakes. On February 4, 2010, Great Lakes filed with principle strengths.
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