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View Annual Report 2008 annual report Delivering stable, sustainable cash distributions Positioned for growth financial highlights Year ended December 31 2004 2005 2006 2007 2008 (millions of dollars, except per unit amounts) Income Statement Net income 55.1 50.2 44.7 89.0 107.7 Cash Flow Partnership cash flows* 66.9 66.2 70.3 132.4 156.2 Cash distributions paid 41.8 43.0 43.5 86.7 108.6 Balance Sheet Total assets 332.1 315.7 777.8 1,492.6 1,448.5 Long-term debt (including current maturities) 36.5 13.5 468.1 573.4 536.8 Partners’ equity 294.9 301.6 303.9 900.1 875.6 Common Units Statistics (per unit) Net income $ 2.99 $ 2.70 $ 2.39 $ 2.51 $ 2.75 Cash distributions paid $ 2.250 $ 2.300 $ 2.325 $ 2.565 $ 2.775 Common Units Outstanding** 17.5 17.5 17.5 34.9 34.9 Net Income Cash Distributions Partnership Total Assets (dollars per unit) Paid Cash Flows* (millions of dollars) (dollars per unit) (millions of dollars) 2.99 156.2 1492.6 1448.5 2.70 2.75 2.775 2.51 2.565 132.4 2.39 2.250 2.300 2.325 777.8 66.9 66.2 70.3 332.1 315.7 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 *Partnership cash flows is a non-GAAP financial measure which is the sum of net income, cash distributions received from Great Lakes and Northern Border, and cash flows provided by Tuscarora’s operating activities less equity income from investments in Great Lakes and Northern Border and Tuscarora’s net income. For a reconciliation of this non-GAAP financial measure 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, 2008, filed with the SEC and included in this annual report. **As at December 31, 2008. TC PipeLines, LP is a United States limited partnership that offers investors stable cash flow and growth prospects. TC PipeLines, LP (the Partnership) has interests in more than 3,600 miles of federally regulated U.S. interstate natural gas pipelines, including Great Lakes Transmission Limited Partnership (Great Lakes) (46.45 per cent ownership), Northern Border Pipeline Company (Northern Border) (50 per cent ownership) and Tuscarora Gas Transmission Company (Tuscarora) (100 per cent ownership). The Partnership is managed by its general partner, TC PipeLines GP, Inc., an indirect wholly owned subsidiary of TransCanada Corporation (TransCanada), a leading North American energy infrastructure company. 2 1 3 1 Great Lakes 2 Northern Border 3 Tuscarora TransCanada wholly & partially owned pipeline assets Great Lakes 46.45 per cent ownership; 2,115 miles – connects from the TransCanada Mainline at Emerson, Manitoba and delivers to St. Clair, Michigan. Receipt capacity: 2.6 billion cubic feet per day Northern Border 50 per cent ownership; 1,249 miles – connects from the Montana-Saskatchewan border near Port of Morgan, Montana to Chicago, Illinois and other natural gas markets in the midwestern U.S. Receipt capacity: 2.4 billion cubic feet per day Tuscarora 100 per cent ownership; 240 miles – originating at an interconnection with the TransCanada-owned Gas Transmission Northwest system near Malin, Oregon and runs southeast through northeastern California and northwestern Nevada, terminating near Wadsworth, Nevada. Receipt capacity: 190 million cubic feet per day Cautionary Statement Regarding Forward-Looking Information This annual report includes forward-looking statements regarding future events and our future financial performance. All forward-looking statements are based on our beliefs as well as assumptions made by, and information currently available, to us. Words such as “believes,” “expects,” “intends,” “forecasts,” “projects,” and similar expressions, identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to various risks, uncertainties and assumptions, which we discuss in detail in our Form 10-K for the year ended December 31, 2008 and other filings made with the SEC. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statement. Except as required by applicable law, we undertake no obligation to update these forward looking statements to reflect new information, subsequent events or otherwise. letter to unitholders Since the inception of TC PipeLines in 1998, we have focused on delivering to our unitholders very stable and growing cash flows. We have accomplished this by ensuring the assets that the Partnership invests in are long-life, critical gas pipeline infrastructure. common unit compared to $2.66 when In August 2008, Northern Border sold we began the year. This represents a six its wholly-owned subsidiary, Bison per cent increase on a per common unit Pipeline LLC, to TransCanada Corporation basis. And while we have increased our (TransCanada), for $20 million and distribution to unitholders, our Partnership recognized a gain on sale of $16 million. cash flows and distribution coverage ratio The Partnership received a special remain robust. distribution of $8 million in the third quarter of 2008 related to this sale. As part Our pipeline investments achieved strong The recent decline in energy commodity of the transaction, TransCanada assumed results in 2008 with the second half of the markets and the global liquidity crisis the assets and obligations of Northern year as stable and solid as the first half. have had a minimal impact on customer Border related to the development of the Great Lakes, with its competitive market volumes flowing through our pipelines and proposed Bison pipeline system (Bison position, continues to deliver solid results. a minimal impact on our earnings and our Project), and continues to work with the With long-term contracts for most of its cash flows. This is not by accident. Our Bison Project shippers to finalize the size capacity, Tuscarora provides consistent discipline and low-risk strategy deliberately and design of this project. and predictable earnings. While Northern minimizes unitholder exposure to excess Border has seen an increase in the level of The Bison Project will ship natural gas financial leverage or commodity volatility. competition in the markets it serves, it was from the Powder River Basin in Wyoming This focus will not change in the future. able to optimize revenues with its seasonal to an interconnection point with the There are a number of opportunities rate structure and still deliver results Northern Border system in Morton County, available in the market today and we comparable to 2007. North Dakota. The project has shipping will select only those that provide the commitments for approximately 407 ability to grow earnings, cash flows and Key events and accomplishments of million cubic feet per day and is projected distributions in a stable low-risk manner. 2008 that continue to strengthen the to be in service in late 2010. Shippers on Partnership include: The Partnership earned $108 million or the Bison Project have signed contracts for $2.75 per common unit in 2008, compared Northern Border filed with the FERC in the same capacity on the Northern Border to $89 million or $2.51 per common unit in February 2008 to construct, own and system from Port of Morgan, Montana 2007, an increase of ten per cent on a per operate interconnect facilities, including to Ventura, Iowa, which take effect common unit basis. Partnership cash flows a 1,600 horsepower compressor facility when the pipeline becomes operational. increased $24 million to $156 million. near Joliet, Illinois. Construction began in The completion of the Bison Project will September 2008 and the facilities became As a result of our success, cash diversify Northern Border’s gas supply operational in early March 2009. The $18 distributions paid to our unitholders source and provide another transportation million project, which is fully subscribed in 2008 were raised to $109 million solution for shippers to export natural gas under an eighteen year long-term compared to $87 million in 2007. Cash from the Rockies basin. contract, is estimated to generate revenues distributions paid in the fourth quarter, of approximately $3 million per year. on an annualized basis, were $2.82 per $2.82 57% Growth in Annual Cash Distributions Paid per Common Unit Since Inception. *Prorated for full year **Fourth quarter distribution on an annualized basis $1.80 1999* 2008** Tuscarora’s compressor station expansion to connect approximately 1.5 billion talent, strong relationships throughout the project, designed to support the Sierra cubic feet per day of natural gas under energy industry and, as operator of our Pacific Power Company’s Tracy Power development in the Montney and Horn pipeline systems, trusted and experienced Plant expansion, went into service on April River shale plays in northeastern British operations staff. 1, 2008. The approximately $20 million Columbia. This new supply will connect In summary, we believe we are well project was completed on budget, with to TransCanada’s existing Alberta pipeline positioned to continue to grow through costs set to be recovered under a 22.5 system. The Partnership’s assets are very these uncertain economic times. Ongoing year long-term transportation service well positioned to move this new natural reliable cash flows from our quality agreement. The contract is expected to gas supply to premium markets in North investments, and a strong balance generate yearly revenues of approximately America. In the longer term, TransCanada’s sheet combined with financial liquidity, $6 million. efforts to bring Mackenzie and Alaska gas provide us with the capacity to pursue to market could provide further supply Great Lakes experienced a strong year new opportunities.
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