View Filing Data

Net income allocated to partners

^[1]

36.1

27.7

78.4

61.4

Net income allocation (Note 7)

Common units

35.4

27.2

76.8

60.2

General partner

0.7

0.5

1.6

1.2

$ 36.1

$ 27.7

$ 78.4

$ 61.4

Net income per common unit (Note 7) (in dollars per unit) | $ / shares

0.69

0.59

1.58

1.30

Weighted average common units outstanding (millions) (in units) | shares

50.9

46.2

48.6

46.2

Common units outstanding, end of the period (millions) (in units) | shares

53.5

46.2

53.5

46.2

[1]	Includes equity earnings from GTN and Bison from May 3, 2011, date of acquisition, to June 30, 2011.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($)
$ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2011

Jun. 30, 2010

Jun. 30, 2011

Jun. 30, 2010

Change associated with hedging transactions (Note 11)

^[1]

$ 36.1

$ 27.7

$ 78.4

$ 61.4

Other comprehensive income

3.0

6.9

4.6

Total comprehensive income

$ 39.1

$ 30.7

$ 85.3

$ 66.0

[1]	Includes equity earnings from GTN and Bison from May 3, 2011, date of acquisition, to June 30, 2011.

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the economic entity, including both controlling (parent) and noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, including any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 29
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph A1, A4, A5
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 5
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=6922042&loc=SL4591552-111686

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=6921628&loc=SL4569616-111683

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=6922042&loc=SL4591551-111686

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a),(c)
-URI http://asc.fasb.org/extlink&oid=6921930&loc=SL4573702-111684

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

CONSOLIDATED BALANCE SHEET - USD ($) $ in Millions	Jun. 30, 2011	Dec. 31, 2010
Current Assets
Cash and cash equivalents	$ 1.8	$ 3.6
Accounts receivable and other (Note 12)	8.5	8.7
Total current assets	10.3	12.3
Investments in unconsolidated affiliates (Note 3)	1,591.8	1,194.8
Plant, property and equipment (net of $132.0 accumulated depreciation; 2010 - $133.3)	305.4	312.6
Goodwill	130.2	130.2
Other assets	2.5	0.6
Total assets	2,040.2	1,650.5
Current Liabilities
Accounts payable and accrued liabilities	5.2	7.7
Accrued interest	1.5	1.3
Current portion of long-term debt (Note 5)	300.8	483.8
Current portion of fair value of derivative contracts (Note 11)	6.9	13.8
Total current liabilities	314.4	506.6
Long-term debt (Note 5)	393.1	30.1
Other liabilities	1.3	1.3
Total liabilities	708.8	538.0
Partners' Equity (Note 6)
Common units	1,312.0	1,104.2
General partner	27.7	23.5
Accumulated other comprehensive loss	(8.3)	(15.2)
Total partners' equity	1,331.4	1,112.5
Total liabilities and partners' equity	$ 2,040.2	$ 1,650.5

CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2011	Dec. 31, 2010
CONSOLIDATED BALANCE SHEET
Plant, property and equipment, accumulated depreciation	$ 132.0	$ 133.3

The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement.

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)
$ in Millions

6 Months Ended

Jun. 30, 2011

Jun. 30, 2010

CASH GENERATED FROM OPERATIONS

Amortization of other assets

^[1]

$ 78.4

$ 61.4

Depreciation

7.7

7.4

1.6

0.2

Increase in long-term liabilities

0.1

Equity allowance for funds used during construction

(0.2)

(Increase)/decrease in operating working capital (Note 9)

(2.1)

1.8

Total cash generated from operations

81.3

70.7

Total investing activities

Capital expenditures

(2.8)

(8.8)

Other assets

(3.5)

(529.9)

2.0

FINANCING ACTIVITIES

Distributions paid (Note 8)

(70.8)

(68.9)

Equity issuance, net (Notes 4 & 6)

337.6

Long-term debt issued (Note 5)

541.4

12.0

Long-term debt repaid (Note 5)

(361.4)

(16.2)

Total financing activities

446.8

(73.1)

Decrease in cash and cash equivalents

(1.8)

(0.4)

Cash and cash equivalents, beginning of period

3.6

3.1

Cash and cash equivalents, end of period

1.8

2.7

Interest payments made

2.8

4.2

GTN and Bison

Acquisition of GTN and Bison (Note 4) and Investment in Great Lakes and Norther Border (Note 3)

(538.1)

GTN

CASH GENERATED FROM OPERATIONS

Equity earnings in excess of cumulative distributions:

^[2]

(2.4)

Bison

CASH GENERATED FROM OPERATIONS

Equity earnings in excess of cumulative distributions:

^[2]

(1.9)

Great Lakes

Cumulative distributions in excess of equity earnings:

3.3

4.3

Acquisition of GTN and Bison (Note 4) and Investment in Great Lakes and Norther Border (Note 3)

(4.3)

(4.6)

Northern Border

Cumulative distributions in excess of equity earnings:

$ 15.5

$ 11.1

[1]	Includes equity earnings from GTN and Bison from May 3, 2011, date of acquisition, to June 30, 2011.
[2]	Represents equity earnings from May 3, 2011, date of acquisition, to June 30, 2011.

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY - 6 months ended Jun. 30, 2011 - USD ($)
shares in Millions, $ in Millions

Total

Common Units

General Partner

Accumulated Other Comprehensive (Loss)/Income

^[1]

Partners' equity at Dec. 31, 2010

$ 1,112.5

$ 1,104.2

$ 23.5

$ (15.2)

Partners' equity (in units) at Dec. 31, 2010

46.2

Increase (Decrease) in Partners' Equity

Equity issuance, net (Notes 4 and 6)

^[2]

$ 78.4

$ 76.8

1.6

$ 337.6

$ 330.9

6.7

Equity issuance, net (Notes 4 and 6) (in units)

7.3

Distributions paid

$ (70.8)

$ (69.4)

(1.4)

Excess purchase price over net acquired assets (Note 4)

(133.2)

(130.5)

(2.7)

Other comprehensive income

6.9

Partners' equity at Jun. 30, 2011

$ 1,331.4

$ 1,312.0

$ 27.7

$ (8.3)

Partners' equity (in units) at Jun. 30, 2011

53.5

[1]	The Partnership uses derivatives to assist in managing its exposure to interest rate risk. Based on interest rates at June 30, 2011, 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 $6.9 million, which will be offset by a reduction to interest expense of a similar amount.
[2]	Includes equity earnings from GTN and Bison from May 3, 2011, date of acquisition, to June 30, 2011.

This element represents Other Comprehensive Income or Loss, Net of Tax, for the period. Includes deferred gains or losses on qualifying hedges, unrealized holding gains or losses on available-for-sale securities, minimum pension liability, and cumulative translation adjustment. While for technical reasons this element has no balance attribute, the default assumption is a credit balance consistent with its label.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 31
-Article 5

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 22, 23, 24, 25
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e599-108580

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(3)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

The amount of ownership interest of different classes of partners in limited partnership.

The number of each class of partnership units outstanding at the balance sheet date. Units represent shares of ownership of the general, limited, and preferred partners.

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY (Parenthetical) $ in Millions	Jun. 30, 2011 USD ($)
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY
Losses related to cash flow hedges reported in accumulated other comprehensive income that will be reclassified to net income in the next 12 months	$ 6.9

ORGANIZATION

6 Months Ended

Jun. 30, 2011

ORGANIZATION

ORGANIZATION

NOTE 1 ORGANIZATION

TC PipeLines, LP and its subsidiaries are collectively referred to herein as “the Partnership.” In this report, references to “we,” “us” or “our” refer to the Partnership.

The Partnership owns the following interests in natural gas pipeline systems:

· a 46.45 percent general partner interest in Great Lakes Gas Transmission Partnership (Great Lakes);

· a 50 percent general partner interest in Northern Border Pipeline Company (Northern Border);

· a 25 percent interest in Gas Transmission Northwest LLC (GTN), a Delaware limited liability company. GTN owns a 1,353-mile pipeline that transports natural gas from the British Columbia, Canada/Idaho border to a point at the Oregon/California border;

· a 25 percent interest in Bison Pipeline LLC (Bison), a Delaware limited liability company. Bison owns a 303-mile pipeline that transports natural gas from the Powder River Basin in Wyoming to Northern Border’s pipeline system in North Dakota;

· a 100 percent interest in North Baja Pipeline, LLC (North Baja); and

· a 100 percent interest in Tuscarora Gas Transmission Company (Tuscarora).

The Partnership is managed by its General Partner, TC PipeLines GP, Inc. In addition to its aggregate two percent general partner interest in the Partnership, the General Partner owns 5,797,106 common units, together with its general partner interest, representing an effective 12.6 percent interest in the Partnership at June 30, 2011. TransCanada Corporation also indirectly holds an additional 11,287,725 common units representing a 20.7 percent limited partner interest in the Partnership at June 30, 2011.

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2011

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

The results of operations for the three and six months ended June 30, 2011 and 2010 are not necessarily indicative of the results that may be expected for a full fiscal year. The unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010. Our significant accounting policies are consistent with those disclosed in Note 2 of the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2010.

(b) Acquisitions

On May 3, 2011, the Partnership acquired a 25 percent interest in GTN and a 25 percent interest in Bison from subsidiaries of TransCanada Corporation (the Acquisitions). TransCanada Corporation and its subsidiaries are herein collectively referred to as “TransCanada.” The Acquisitions were accounted for as transactions between entities under common control, whereby the equity investments in GTN and Bison were recorded at TransCanada’s carrying values. See Note 4 for additional disclosure regarding the Acquisitions.

The preparation of financial statements in conformity with United States of America (U.S.) generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates are reasonable, actual results could differ from these estimates. In the opinion of management, these consolidated financial statements have been properly prepared within reasonable limits of materiality and include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the financial results for the interim periods presented.

The entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements.

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

6 Months Ended

Jun. 30, 2011

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

NOTE 3 INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Great Lakes, Northern Border, GTN and Bison are all regulated by the Federal Energy Regulatory Commission (FERC) and are operated by TransCanada. We use the equity method of accounting for our interests in our equity investees.

			Equity Earnings from Unconsolidated Affiliates								Investment in Unconsolidated Affiliates
(unaudited)			Three months ended June 30,				Six months ended June 30,				June 30,		December 31,
(millions of dollars)			2011		2010		2011		2010		2011		2010
Great Lakes	46.45	%		17.0		13.1		35.0		29.4		691.0		690.0
Northern Border(a)	50	%		16.2		12.2		36.8		26.8		489.3		504.8
GTN(b)	25	%		2.4		-		2.4		-		248.3		-
Bison(b)	25	%		1.9		-		1.9		-		163.2		-
				37.5		25.3		76.1		56.2		1,591.8		1,194.8

(a) The Partnership owns a 50 percent general partner interest in Northern Border. Equity income from Northern Border is net of the 12-year amortization of a $10 million transaction fee paid to the operator of Northern Border at the time of the Partnership’s additional 20 percent acquisition in April 2006.

(b) Represents equity earnings from May 3, 2011, date of acquisition, to June 30, 2011.

Great Lakes

The Partnership made an equity contribution to Great Lakes of $4.2 million in the first quarter of 2011. This amount represents the Partnership’s 46.45 percent share of a $9.0 million cash call from Great Lakes to make a scheduled debt repayment. The Partnership expects to make an additional equity contribution of $4.6 million to Great Lakes in the fourth quarter of 2011. This represents the Partnership’s 46.45 percent share of an expected $10.0 million cash call from Great Lakes to make a scheduled debt repayment.

The Partnership recorded no undistributed earnings from Great Lakes for the six months ended June 30, 2011 and 2010.

The summarized financial information for Great Lakes is as follows:

(unaudited)	Three months ended June 30,						Six months ended June 30,
(millions of dollars)	2011			2010			2011			2010
Transmission revenues		63.3			62.9			133.5			135.8
Operating expenses		(15.7	)		(15.6	)		(30.0	)		(29.8	)
Depreciation and amortization		(8.0	)		(10.1	)		(16.1	)		(24.4	)
Financial charges and other		(7.5	)		(7.7	)		(15.1	)		(15.6	)
Michigan business tax		4.6			(1.2	)		3.0			(2.7	)
Net income		36.7			28.3			75.3			63.3

(unaudited)	June 30,		December 31,
(millions of dollars)	2011		2010
Assets
Current assets		82.7		83.7
Plant, property and equipment, net		832.0		846.9
Other assets		0.6		0.6
		915.3		931.2
Liabilities and Partners' Equity
Current liabilities		31.4		34.9
Deferred credits		0.4		5.6
Long-term debt, including current maturities		383.0		392.0
Partners' equity		500.5		498.7
		915.3		931.2

Northern Border

Northern Border’s distribution policy adopted in 2006 defines minimum equity to total capitalization to be used by its Management Committee to establish the timing and amount of required equity contributions. In accordance with this policy, the Partnership made a required equity contribution of $49.8 million to meet minimum equity to total capitalization requirements on July 27, 2011 and expects to make an equity contribution of approximately $5.5 million in fourth quarter 2011 to fund capital expenditures related to the Princeton Lateral Project.

The Partnership recorded no undistributed earnings from Northern Border for the six months ended June 30, 2011 and 2010.

The summarized financial information for Northern Border is as follows:

(unaudited)	Three months ended June 30,						Six months ended June 30,
(millions of dollars)	2011			2010			2011			2010
Transmission revenues		72.3			65.8			152.5			134.9
Operating expenses		(18.4	)		(19.7	)		(35.9	)		(37.7	)
Depreciation and amortization		(15.4	)		(15.4	)		(30.7	)		(30.8	)
Financial charges and other		(5.7	)		(6.0	)		(11.4	)		(12.0	)
Net income		32.8			24.7			74.5			54.4

(unaudited)	June 30,		December 31,
(millions of dollars)	2011		2010
Assets
Current assets		39.4		47.3
Plant, property and equipment, net		1,276.5		1,294.8
Other assets		22.6		22.9
		1,338.5		1,365.0
Liabilities and Partners' Equity
Current liabilities		42.0		46.7
Deferred credits		10.9		9.7
Long-term debt, including current maturities		547.6		540.6
Partners' Equity		738.0		768.0
		1,338.5		1,365.0

GTN and Bison

On May 3, 2011, the Partnership acquired a 25 percent interest in GTN and a 25 percent interest in Bison from subsidiaries of TransCanada. The Acquisitions were accounted for as transactions between entities under common control, whereby the equity investments in GTN and Bison were recorded at TransCanada’s carrying values. See Note 4 for additional disclosure regarding the Acquisitions.

The Partnership recorded undistributed earnings of $2.4 million and $1.9 million from GTN and Bison, respectively, from May 3, 2011, date of acquisition, to June 30, 2011.

The entire disclosure for equity investment, or group of investments, for which combined disclosure is appropriate, including: (a) the name of each investee and percentage of ownership of common stock, (b) accounting policies for investments in common stock, (c) difference between the amount at which the investment is carried and the amount of underlying equity in net assets and the accounting treatment of the difference, (d) the total fair value of each identified investment for which a market value is available, (e) summarized information as to assets, liabilities, and results of operations of the investees (for investments in unconsolidated subsidiaries, common stock of joint ventures, or other investments using the equity method), and (f) material effects of possible conversions, exercises, or contingent issuances of the investee. Other disclosures include (a) the names of any investee in which the investor owns 20 percent or more of the voting stock and investment is not accounted for using the equity method, and the reasons why not, and (b) the names of any investee in which the investor owns less than 20 percent of the voting stock and the investment is accounted for using the equity method, and the reasons why it is.

ACQUISITIONS

6 Months Ended

Jun. 30, 2011

ACQUISITIONS

ACQUISITIONS

NOTE 4 ACQUISITIONS

GTN and Bison Equity Investment Acquisitions

On May 3, 2011, the Partnership acquired a 25 percent interest in GTN and a 25 percent interest in Bison from subsidiaries of TransCanada for a total transaction value of $605.0 million, subject to certain closing adjustments. Both GTN and Bison are Delaware limited liability companies. The GTN pipeline system extends from an interconnection near Kingsgate, British Columbia, Canada at the Canadian border to a point near Malin, Oregon at the California border. The Bison pipeline system extends from the Powder River Basin near Gillette, Wyoming to Northern Border’s pipeline system in Morton County, North Dakota. GTN and Bison are both regulated by the FERC, and they are operated by a subsidiary of TransCanada.

The purchase price of $405.0 million for the interest in GTN less $81.3 million, which reflected 25 percent of GTN’s outstanding debt at the time of the acquisition, and $200.0 million for the interest in Bison less a $9.1 million future capital commitment to complete the Bison pipeline, was financed through a combination of (i) issuance of 7,245,000 common units to the public at $47.58 per common unit for net proceeds of $330.9 million, (ii) draw of $61.0 million on the Partnership's committed $400.0 million bridge loan facility, (iii) draw of $125.0 million on the Partnership's then existing $250.0 million senior revolving credit facility, (iv) capital contribution from the General Partner of $6.7 million, which was required to maintain the General Partner’s effective two percent general partner interest in the Partnership, and (v) approximately $14.5 million of cash on hand. In addition, the Partnership paid $23.5 million on closing, subject to certain post-closing adjustments, resulting in total cash paid of $538.1 million.

The Acquisitions were accounted for as transactions between entities under common control, whereby the equity investments in both GTN and Bison were recorded at TransCanada’s carrying values. As the fair market value paid for the GTN and Bison interests was greater than the recorded equity investments of GTN and Bison, the total excess purchase price paid of $130.9 million was recorded as a reduction to Partners’ Equity.

Yuma Lateral Asset Acquisition

Pursuant to an amendment to the acquisition agreement between the Partnership and TransCanada relating to the Partnership’s acquisition of North Baja, the Partnership agreed to make an additional payment of up to $2.4 million to TransCanada in the event that TransCanada secured additional contracts for transportation service before December 31, 2010. TransCanada secured an additional contract in July 2010 and, as a result, the Partnership paid $2.4 million to TransCanada on March 25, 2011 when the facilities associated with the additional contract were completed.

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 88-16
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51, 52
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Appendix F
-Paragraph F4
-Subparagraph e

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 67-73
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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CREDIT FACILITIES AND LONG-TERM DEBT

CREDIT FACILITIES AND LONG-TERM DEBT

6 Months Ended

Jun. 30, 2011

CREDIT FACILITIES AND LONG-TERM DEBT

NOTE 5 CREDIT FACILITIES AND LONG-TERM DEBT

(unaudited)	June 30,		December 31,
(millions of dollars)	2011		2010

Senior Credit Facility due 2011 and 2016		314.0		483.0
4.65% Senior Notes due 2021		349.4		-
6.89% Series C Senior Notes due 2012		3.5		3.9
3.82% Series D Senior Notes due 2017		27.0		27.0
		693.9		513.9
Less: current portion of long-term debt		300.8		483.8
		393.1		30.1

On June 30, 2011, the Partnership’s senior credit facility consisted of a $300.0 million senior term loan and a $250.0 million senior revolving credit facility, maturing December 2011 (Senior Credit Facility). On June 17, 2011, $175.0 million was repaid on the senior term loan and at June 30, 2011, $300.0 million remained outstanding under the senior term loan (December 31, 2010 – $475 million). At June 30, 2011, there was $14.0 million drawn under the senior revolving credit facility (December 31, 2010 – $8.0 million). The interest rate on the Senior Credit Facility averaged 0.9 percent for the three and six months ended June 30, 2011 (2010 – 0.9 percent). After hedging activity, the interest rate incurred on the Senior Credit Facility averaged 3.5 percent and 3.7 percent for the three and six months ended June 30, 2011 (2010 – 4.2 percent and 4.2 percent). Prior to hedging activities, the interest rate was 0.6 percent at June 30, 2011 (December 31, 2010 – 0.8 percent). On July 13, 2011, the Partnership closed an amendment to its Senior Credit Facility increasing the revolving credit facility to $500.0 million with a London Interbank Offered Rate (LIBOR)-based interest rate plus a margin, and extending the maturity date of the senior revolving credit facility to July 2016. The Partnership’s $300.0 million senior term loan continues to mature in December 2011.

On June 17, 2011, the Partnership closed a $350.0 million public debt offering of 10-year, senior unsecured notes with an interest rate of 4.65 percent. Proceeds were used to repay funds borrowed under the Partnership’s bridge loan facility and to partially repay borrowings under our existing Senior Credit Facility. The senior notes mature June 15, 2021. The indenture for the notes contains customary investment grade covenants.

On May 3, 2011, the Partnership entered into an agreement with SunTrust Robinson Humphrey, Inc., as Arranger, for a 364-day senior unsecured bridge facility for up to $400.0 million to fund the Acquisitions. Borrowings under the bridge facility bore interest based, at the Partnership’s election, on the LIBOR or the prime rate plus, in either case, an applicable margin. On May 3, 2011, the Partnership drew $61.0 million to partially fund the Acquisitions. Please see Note 4 for more details on the Acquisitions. On June 17, 2011, the Partnership repaid the $61.0 million draw, and the bridge facility was cancelled. The interest rate incurred on the bridge facility was 1.7 percent.

At June 30, 2011, the Partnership was in compliance with its financial covenants, in addition to the other covenants, which include restrictions on entering into mergers, consolidations and sales of assets, granting liens, material amendments to the Partnership Agreement, incurring additional debt and distributions to unitholders.

The principal repayments required on our long-term debt as at June 30, 2011 were as follows:

(unaudited)
(millions of dollars)
2011			300.4
2012			3.1
2013			3.5
2014			3.6
2015			3.7
Thereafter			379.6
			693.9

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

NET INCOME PER COMMON UNIT

PARTNERS' EQUITY

6 Months Ended

Jun. 30, 2011

PARTNERS' EQUITY

PARTNERS' EQUITY

NOTE 6 PARTNERS’ EQUITY

On May 3, 2011, the Partnership completed a public offering of 7,245,000 common units at $47.58 per common unit for gross proceeds of $344.7 million and net proceeds of $330.9 after unit issuance costs. The General Partner maintained its effective two percent general partner interest in the Partnership by contributing $6.7 million to the Partnership in connection with the offering. See Note 4 for additional information regarding the equity issuance in connection with the Acquisitions.

At June 30, 2011, Partners’ equity included 53,472,766 common units (December 31, 2010 - 46,227,766 common units), representing an aggregate 98 percent limited partner interest in the Partnership (including 5,797,106 common units held by the General Partner and an additional 11,287,725 common units held indirectly by TransCanada), and an aggregate two percent general partner interest. In aggregate, the General Partner’s interests represent an effective 12.6 percent ownership in the Partnership at June 30, 2011 (December 31, 2010 - 14.3 percent).

NET INCOME PER COMMON UNIT

6 Months Ended

Jun. 30, 2011

NET INCOME PER COMMON UNIT

NOTE 7 NET INCOME PER COMMON UNIT

Net income per common unit is computed by dividing net income, after deduction of the General Partner’s allocation, by the weighted average number of common units outstanding. The General Partner’s allocation is equal to an amount based upon its effective two percent general partner interest, plus an amount equal to incentive distributions. Incentive distributions are paid to the General Partner if quarterly cash distributions on the common units exceed levels specified in the Partnership Agreement.

Net income per common unit was determined as follows:

(unaudited)	Three months ended June 30,						Six months ended June 30,
(millions of dollars except per common unit amounts)	2011			2010			2011			2010
Net income(a)		36.1			27.7			78.4			61.4
Net income allocated to General Partner:
General Partner interest		(0.7	)		(0.5	)		(1.6	)		(1.2	)
Incentive distribution income allocation		-			-			-			-
		(0.7	)		(0.5	)		(1.6	)		(1.2	)
Net income allocable to common units		35.4			27.2			76.8			60.2
Weighted average common units outstanding (millions)		50.9			46.2			48.6			46.2
Net income per common unit		$0.69			$0.59			$1.58			$1.30

(a) Includes equity earnings from GTN and Bison from May 3, 2011, date of acquisition, to June 30, 2011.

CASH DISTRIBUTIONS

6 Months Ended

Jun. 30, 2011

CASH DISTRIBUTIONS

CASH DISTRIBUTIONS

NOTE 8 CASH DISTRIBUTIONS

For the three and six months ended June 30, 2011, the Partnership distributed $0.75 and $1.50 per common unit (2010 – $0.73 and $1.46 per common unit). The distributions paid for the three and six months ended June 30, 2011 and 2010 included no incentive distributions to the General Partner.

CHANGE IN WORKING CAPITAL

6 Months Ended

Jun. 30, 2011

CHANGE IN WORKING CAPITAL

CHANGE IN WORKING CAPITAL

NOTE 9 CHANGE IN WORKING CAPITAL

(unaudited)	Six months ended June 30,
(millions of dollars)	2011			2010

Decrease in accounts receivable and other		0.2			1.7
Decrease in accounts payable and accrued liabilities		(2.5	)		-
Increase in accrued interest		0.2			0.1
(Increase)/decrease in operating working capital		(2.1	)		1.8

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2011

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 10 RELATED PARTY TRANSACTIONS

The Partnership does not have any employees. The management and operating functions are provided by the General Partner. The General Partner does not receive a management fee in connection with its management of the Partnership. The Partnership reimburses the General Partner for all costs of services provided, including the costs of employee, officer and director compensation and benefits, and all other expenses necessary or appropriate to the conduct of the business of, and allocable to, the Partnership. Such costs include (i) overhead costs (such as office space and equipment) and (ii) out-of-pocket expenses related to the provision of such services. The Partnership Agreement provides that the General Partner will determine the costs that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Total costs charged to the Partnership by the General Partner were $0.6 million and $1.2 million for the three and six months ended June 30, 2011 (2010 – $0.5 million and $1.0 million).

As operator, TransCanada’s subsidiaries provide capital and operating services to Great Lakes, Northern Border, GTN, Bison, North Baja and Tuscarora (together, “our pipeline systems”). TransCanada’s subsidiaries incur costs on behalf of our pipeline systems, including, but not limited to, employee salary and benefit costs, and property and liability insurance costs.

Capital and operating costs charged to our pipeline systems for the three and six months ended June 30, 2011 and 2010 by TransCanada’s subsidiaries, and amounts payable to TransCanada’s subsidiaries at June 30, 2011 and December 31, 2010, are summarized in the following tables:

(unaudited)	Three months ended June 30,				Six months ended June 30,
(millions of dollars)	2011		2010		2011		2010
Capital and operating costs charged by TransCanada's subsidiaries to:
Great Lakes		7.2		8.2		15.0		15.8
Northern Border		7.5		7.7		14.2		14.6
GTN(a)		5.8		-		5.8		-
Bison(a)		2.0		-		2.0		-
North Baja		0.9		0.7		1.8		1.4
Tuscarora		1.1		0.9		2.0		1.9
Impact on the Partnership's net income:
Great Lakes		3.3		3.5		6.8		6.9
Northern Border		3.4		3.4		6.6		6.6
GTN(a)		5.5		-		5.5		-
Bison(a)		0.8		-		0.8		-
North Baja		0.9		0.7		1.6		1.4
Tuscarora		1.1		0.9		2.0		1.8

(a) Represents operations from May 3, 2011, date of acquisition, to June 30, 2011.

(unaudited)	June 30,	December 31,
(millions of dollars)	2011	2010
Amount payable to TransCanada's subsidiaries for costs charged in the period by:
Great Lakes	2.9	3.0
Northern Border	2.6	2.2
GTN(a)	0.4	-
Bison(a)	1.2	-
North Baja	0.4	0.6
Tuscarora	0.6	0.7

(a) Represents operations from May 3, 2011, date of acquisition, to June 30, 2011.

Great Lakes earns transportation revenues from TransCanada and its affiliates under contracts, some of which are provided at discounted rates and some at maximum recourse rates. The contracts have remaining terms ranging from one to seven years. Great Lakes earned $17.8 million and $42.2 million of transportation revenues under these contracts for the three and six months ended June 30, 2011 (2010 – $40.4 million and $80.4 million). These amounts represent 28.0 percent and 31.6 percent of total revenues earned by Great Lakes for the three and six months ended June 30, 2011 (2010 – 64.2 percent and 59.2 percent). Great Lakes also earned $0.3 million and $0.6 million in affiliated rental revenue for the three and six months ended June 30, 2011 (2010 - $0.2 million and $0.3 million).

Revenue from TransCanada and its affiliates of $8.4 million and $19.9 million are included in the Partnership’s equity income from Great Lakes for the three and six months ended June 30, 2011 (2010 – $18.8 million and $37.4 million). At June 30, 2011, $7.1 million was included in Great Lakes’ receivables for transportation contracts with TransCanada and its affiliates (December 31, 2010 – $11.0 million).

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph k

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 3A
-Section 04
-Paragraph b

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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ACCOUNTS RECEIVABLE AND OTHER

FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2011

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS

NOTE 11 FINANCIAL INSTRUMENTS

The carrying value of cash and cash equivalents, accounts receivable and other, accounts payable and accrued liabilities, and accrued interest approximate their fair values because of the short maturity or duration of these instruments, or because the instruments carry a variable rate of interest or a rate that approximates current rates. The fair value of the Partnership’s long-term debt is estimated by discounting the future cash flows of each instrument at estimated current borrowing rates. The estimated fair value of the Partnership’s long-term debt at June 30, 2011 is $694.8 million (December 31, 2010 – $513.9 million).

The Partnership’s long-term debt results in exposures to changing interest rates. The Partnership uses derivatives to assist in managing its exposure to interest rate risk.

The interest rate swaps and options are structured such that the cash flows match those of the Senior Credit Facility. The notional amount hedged was $300.0 million at June 30, 2011 (December 31, 2010 – $375.0 million). $300.0 million of variable-rate debt is hedged by an interest rate swap through December 12, 2011, where the weighted average fixed interest rate paid is 4.89 percent. $75.0 million of variable-rate debt was hedged by an interest rate swap through February 28, 2011, where the fixed interest rate paid was 3.86 percent. In addition to these fixed rates, the Partnership pays an applicable margin in accordance with the Senior Credit Facility agreement.

Financial instruments are recorded at fair value on a recurring basis and are categorized into one of three categories based upon a fair value hierarchy. The Partnership has classified all of its derivative financial instruments as Level II for all periods presented where the fair value is determined by using valuation techniques that refer to observable market data or estimated market prices. At June 30, 2011, the fair value of the interest rate swaps accounted for as hedges was classified as a current liability and was negative $6.9 million (December 31, 2010 – negative $13.8 million). The fair value of the interest rate swaps was calculated using the period-end interest rate for instruments with similar features; therefore, it is expected that this fair value will fluctuate over the year as interest rates change. For the three and six months ended June 30, 2011, the Partnership recorded interest expense of $3.5 million and $7.4 million on the interest rate swaps and options (2010 – $4.1 million and $8.3 million).

ACCOUNTS RECEIVABLE AND OTHER

6 Months Ended

Jun. 30, 2011

ACCOUNTS RECEIVABLE AND OTHER

NOTE 12 ACCOUNTS RECEIVABLE AND OTHER

(unaudited)	June 30,		December 31,
(millions of dollars)	2011		2010
Accounts receivable		7.6		7.6
Inventory		0.8		0.7
Prepayments		0.1		0.4
		8.5		8.7

ACCOUNTING PRONOUNCEMENT

6 Months Ended

Jun. 30, 2011

ACCOUNTING PRONOUNCEMENT

ACCOUNTING PRONOUNCEMENT

NOTE 13 ACCOUNTING PRONOUNCEMENT

In May 2011, the Financial Accounting Standards Board issued new guidance on Accounting Standards Codification 220 – Comprehensive Income which requires reclassification adjustments on the face of the financial statements from other comprehensive income to net income. This guidance is effective for interim and annual periods beginning after December 15, 2011. The amendments should be applied retrospectively and early adoption is permitted. The Partnership is in the process of assessing the impact of the new guidance to the financial statements.

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2011

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 14 SUBSEQUENT EVENTS

On July 13, 2011, the Partnership closed an amendment to its Senior Credit Facility increasing the revolving credit facility to $500.0 million with a LIBOR-based interest rate plus a margin, and extending the maturity date of the senior revolving credit facility to July 2016. The Partnership’s $300.0 million senior term loan continues to mature in December 2011.

On July 19, 2011, the board of directors of our General Partner declared the Partnership’s second quarter 2011 cash distribution in the amount of $0.77 per common unit, payable on August 12, 2011 to unitholders of record as of July 31, 2011.

On July 27, 2011, the Partnership made an equity contribution to Northern Border of $49.8 million. This amount represents the Partnership’s 50.0 percent share of a $99.6 million cash call from Northern Border in order for them to meet minimum equity to total capitalization requirements.

Great Lakes declared and paid its second quarter distribution of $39.1 million on August 1, 2011, of which the Partnership received its 46.45 percent share or $18.2 million.

Northern Border declared and paid its second quarter distribution of $41.6 million on August 1, 2011, of which the Partnership received its 50 percent share or $20.8 million.

SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2011

SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables)

6 Months Ended

Jun. 30, 2011

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Schedule of equity method investments in unconsolidated affiliates

			Equity Earnings from Unconsolidated Affiliates								Investment in Unconsolidated Affiliates
(unaudited)			Three months ended June 30,				Six months ended June 30,				June 30,		December 31,
(millions of dollars)			2011		2010		2011		2010		2011		2010
Great Lakes	46.45	%		17.0		13.1		35.0		29.4		691.0		690.0
Northern Border(a)	50	%		16.2		12.2		36.8		26.8		489.3		504.8
GTN(b)	25	%		2.4		-		2.4		-		248.3		-
Bison(b)	25	%		1.9		-		1.9		-		163.2		-
				37.5		25.3		76.1		56.2		1,591.8		1,194.8

(b) Represents equity earnings from May 3, 2011, date of acquisition, to June 30, 2011.

Summarized financial information for Great Lakes equity method investment

(unaudited)	Three months ended June 30,						Six months ended June 30,
(millions of dollars)	2011			2010			2011			2010
Transmission revenues		63.3			62.9			133.5			135.8
Operating expenses		(15.7	)		(15.6	)		(30.0	)		(29.8	)
Depreciation and amortization		(8.0	)		(10.1	)		(16.1	)		(24.4	)
Financial charges and other		(7.5	)		(7.7	)		(15.1	)		(15.6	)
Michigan business tax		4.6			(1.2	)		3.0			(2.7	)
Net income		36.7			28.3			75.3			63.3

(unaudited)	June 30,		December 31,
(millions of dollars)	2011		2010
Assets
Current assets		82.7		83.7
Plant, property and equipment, net		832.0		846.9
Other assets		0.6		0.6
		915.3		931.2
Liabilities and Partners' Equity
Current liabilities		31.4		34.9
Deferred credits		0.4		5.6
Long-term debt, including current maturities		383.0		392.0
Partners' equity		500.5		498.7
		915.3		931.2

Summarized financial information for Northern Border equity method investment

(unaudited)	Three months ended June 30,						Six months ended June 30,
(millions of dollars)	2011			2010			2011			2010
Transmission revenues		72.3			65.8			152.5			134.9
Operating expenses		(18.4	)		(19.7	)		(35.9	)		(37.7	)
Depreciation and amortization		(15.4	)		(15.4	)		(30.7	)		(30.8	)
Financial charges and other		(5.7	)		(6.0	)		(11.4	)		(12.0	)
Net income		32.8			24.7			74.5			54.4

(unaudited)	June 30,		December 31,
(millions of dollars)	2011		2010
Assets
Current assets		39.4		47.3
Plant, property and equipment, net		1,276.5		1,294.8
Other assets		22.6		22.9
		1,338.5		1,365.0
Liabilities and Partners' Equity
Current liabilities		42.0		46.7
Deferred credits		10.9		9.7
Long-term debt, including current maturities		547.6		540.6
Partners' Equity		738.0		768.0
		1,338.5		1,365.0

CREDIT FACILITIES AND LONG-TERM DEBT (Tables)

6 Months Ended

Jun. 30, 2011

CREDIT FACILITIES AND LONG-TERM DEBT

Components of debt

(unaudited)	June 30,		December 31,
(millions of dollars)	2011		2010

Senior Credit Facility due 2011 and 2016		314.0		483.0
4.65% Senior Notes due 2021		349.4		-
6.89% Series C Senior Notes due 2012		3.5		3.9
3.82% Series D Senior Notes due 2017		27.0		27.0
		693.9		513.9
Less: current portion of long-term debt		300.8		483.8
		393.1		30.1

Principal repayments required on long-term debt

(unaudited)
(millions of dollars)
2011			300.4
2012			3.1
2013			3.5
2014			3.6
2015			3.7
Thereafter			379.6
			693.9

NET INCOME PER COMMON UNIT (Tables)

6 Months Ended

Jun. 30, 2011

NET INCOME PER COMMON UNIT

Schedule of net income per common unit

(unaudited)	Three months ended June 30,						Six months ended June 30,
(millions of dollars except per common unit amounts)	2011			2010			2011			2010
Net income(a)		36.1			27.7			78.4			61.4
Net income allocated to General Partner:
General Partner interest		(0.7	)		(0.5	)		(1.6	)		(1.2	)
Incentive distribution income allocation		-			-			-			-
		(0.7	)		(0.5	)		(1.6	)		(1.2	)
Net income allocable to common units		35.4			27.2			76.8			60.2
Weighted average common units outstanding (millions)		50.9			46.2			48.6			46.2
Net income per common unit		$0.69			$0.59			$1.58			$1.30

(a) Includes equity earnings from GTN and Bison from May 3, 2011, date of acquisition, to June 30, 2011.

CHANGE IN WORKING CAPITAL (Tables)

6 Months Ended

Jun. 30, 2011

CHANGE IN WORKING CAPITAL

CHANGE IN WORKING CAPITAL

(unaudited)	Six months ended June 30,
(millions of dollars)	2011			2010

Decrease in accounts receivable and other		0.2			1.7
Decrease in accounts payable and accrued liabilities		(2.5	)		-
Increase in accrued interest		0.2			0.1
(Increase)/decrease in operating working capital		(2.1	)		1.8

RELATED PARTY TRANSACTIONS (Tables)

6 Months Ended

Jun. 30, 2011

RELATED PARTY TRANSACTIONS

Schedule of costs charged by related party

(unaudited)	Three months ended June 30,				Six months ended June 30,
(millions of dollars)	2011		2010		2011		2010
Capital and operating costs charged by TransCanada's subsidiaries to:
Great Lakes		7.2		8.2		15.0		15.8
Northern Border		7.5		7.7		14.2		14.6
GTN(a)		5.8		-		5.8		-
Bison(a)		2.0		-		2.0		-
North Baja		0.9		0.7		1.8		1.4
Tuscarora		1.1		0.9		2.0		1.9
Impact on the Partnership's net income:
Great Lakes		3.3		3.5		6.8		6.9
Northern Border		3.4		3.4		6.6		6.6
GTN(a)		5.5		-		5.5		-
Bison(a)		0.8		-		0.8		-
North Baja		0.9		0.7		1.6		1.4
Tuscarora		1.1		0.9		2.0		1.8

(a) Represents operations from May 3, 2011, date of acquisition, to June 30, 2011.

Schedule of amounts payable to related party for costs charged during the period

(unaudited)	June 30,	December 31,
(millions of dollars)	2011	2010
Amount payable to TransCanada's subsidiaries for costs charged in the period by:
Great Lakes	2.9	3.0
Northern Border	2.6	2.2
GTN(a)	0.4	-
Bison(a)	1.2	-
North Baja	0.4	0.6
Tuscarora	0.6	0.7

(a) Represents operations from May 3, 2011, date of acquisition, to June 30, 2011.

ACCOUNTS RECEIVABLE AND OTHER (Tables)

6 Months Ended

Jun. 30, 2011

ACCOUNTS RECEIVABLE AND OTHER

Schedule of accounts receivable and other

(unaudited)	June 30,		December 31,
(millions of dollars)	2011		2010
Accounts receivable		7.6		7.6
Inventory		0.8		0.7
Prepayments		0.1		0.4
		8.5		8.7

ORGANIZATION (Details)	6 Months Ended
ORGANIZATION (Details)	Jun. 30, 2011
Great Lakes
Organization
Ownership interest (as a percent)	46.45%
Northern Border
Organization
Ownership interest (as a percent)	50.00%
GTN
Organization
Ownership interest (as a percent)	25.00%
Length of the pipeline owned by equity method investee (in miles)	1,353
Bison
Organization
Ownership interest (as a percent)	25.00%
Length of the pipeline owned by equity method investee (in miles)	303
North Baja Pipeline, LLC
Organization
Partnership interest held (as a percent)	100.00%
Tuscarora Gas Transmission Company
Organization
Partnership interest held (as a percent)	100.00%

ORGANIZATION (Details 2) - shares	3 Months Ended	6 Months Ended	12 Months Ended
ORGANIZATION (Details 2) - shares	Jun. 30, 2011	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010
Common units and interest in the partnership
Number of common units owned (in units)	53,500,000	53,500,000		46,200,000
General Partner
Common units and interest in the partnership
General partner ownership interest in the partnership (as a percent)	2.00%	2.00%
Number of common units owned (in units)	5,797,106	5,797,106
Aggregate ownership interest in the Partnership (as a percent)		12.60%	14.30%
TransCanada Corporation
Common units and interest in the partnership
Number of common units owned (in units)	11,287,725	11,287,725
Aggregate ownership interest in the Partnership (as a percent)		20.70%

SIGNIFICANT ACCOUNTING POLICIES (Details)	1 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Details)	May 31, 2011
GTN
Organization
Interest acquired by the Partnership (as a percent)	25.00%
Bison
Organization
Interest acquired by the Partnership (as a percent)	25.00%

INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Details)
$ in Millions

1 Months Ended

2 Months Ended

3 Months Ended

6 Months Ended

Jul. 31, 2011

USD ($)

Apr. 30, 2006

USD ($)

Jun. 30, 2011

USD ($)

Dec. 31, 2011

USD ($)

Jun. 30, 2011

USD ($)

Mar. 31, 2011

USD ($)

Jun. 30, 2010

USD ($)

Jun. 30, 2011

USD ($)

Jun. 30, 2010

USD ($)

Dec. 31, 2010

USD ($)

^[1]

$ 37.5

$ 25.3

$ 76.1

$ 56.2

$ 1,591.8

$ 1,194.8

Great Lakes

Ownership interest at the end of the period (as a percent)

46.45%

$ 17.0

13.1

$ 35.0

29.4

Total cash call issued by Great Lakes to fund its debt repayment

$ 691.0

691.0

690.0

Equity contribution

$ 4.6

$ 4.2

4.3

4.6

10.0

9.0

Revenues (expenses)

Transmission revenues

63.3

62.9

133.5

135.8

Operating expenses

(15.7)

(15.6)

(30.0)

(29.8)

Depreciation and amortization

(8.0)

(10.1)

(16.1)

(24.4)

Financial charges and other

(7.5)

(7.7)

(15.1)

(15.6)

Michigan business tax

4.6

(1.2)

3.0

(2.7)

Plant, property and equipment, net

36.7

28.3

75.3

63.3

Assets

Current assets

82.7

83.7

832.0

846.9

Other assets

0.6

Assets, total

915.3

931.2

Long-term debt, including current maturities

Current liabilities

31.4

34.9

Deferred credits

0.4

5.6

383.0

392.0

Partners' Equity

500.5

498.7

Liabilities and Equity, total

$ 915.3

931.2

Northern Border

Ownership interest at the end of the period (as a percent)

50.00%

$ 16.2

12.2

$ 36.8

26.8

Amortization period of transaction fee (in years)

$ 489.3

489.3

504.8

Transaction fee

$ 10.0

Additional ownership interest acquired (as a percent)

20.00%

Equity contribution

$ 49.8

$ 5.5

Revenues (expenses)

Transmission revenues

72.3

65.8

152.5

134.9

Operating expenses

(18.4)

(19.7)

(35.9)

(37.7)

Depreciation and amortization

(15.4)

(30.7)

(30.8)

Financial charges and other

(5.7)

(6.0)

(11.4)

(12.0)

Plant, property and equipment, net

32.8

$ 24.7

74.5

$ 54.4

Assets

Current assets

39.4

47.3

1,276.5

1,294.8

Other assets

22.6

22.9

Assets, total

1,338.5

1,365.0

Long-term debt, including current maturities

Current liabilities

42.0

46.7

Deferred credits

10.9

9.7

547.6

540.6

Partners' Equity

738.0

768.0

Liabilities and Equity, total

$ 1,338.5

$ 1,365.0

GTN

Ownership interest at the end of the period (as a percent)

25.00%

$ 2.4

$ 248.3

Undistributed earnings

$ 2.4

Bison

Ownership interest at the end of the period (as a percent)

25.00%

$ 1.9

$ 163.2

163.2

Undistributed earnings

$ 1.9

GTN and Bison

Common units and interest in the partnership

Equity contribution

$ 538.1

[1]	Includes equity earnings from GTN and Bison from May 3, 2011, date of acquisition, to June 30, 2011.

ACQUISITIONS (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		3 Months Ended	6 Months Ended
	May 31, 2011	Mar. 31, 2011	Jun. 30, 2011	Jun. 30, 2011	May 03, 2011	Jun. 29, 2010
Asset acquisition
Number of common units issued (in units)	7,245,000
Price per common unit issued (in dollars per unit)	$ 47.58
Net proceeds from issuance of common units	$ 330.9
Bridge loan facility
Asset acquisition
Outstanding borrowing capacity					$ 61.0
Maximum borrowing capacity					400.0
Senior revolving credit facility
Asset acquisition
Maximum borrowing capacity			$ 250.0	$ 250.0
General Partner
Asset acquisition
General partner ownership interest in the partnership (as a percent)			2.00%	2.00%
GTN and Bison \| Bridge loan facility
Asset acquisition
Outstanding borrowing capacity					61.0
Maximum borrowing capacity					400.0
GTN and Bison \| Senior revolving credit facility
Asset acquisition
Outstanding borrowing capacity					125.0
Maximum borrowing capacity					250.0
Yuma Lateral Asset Acquisition \| North Baja Pipeline, LLC
Asset acquisition
Payment to be made to TransCanada if other shippers contracted for services						$ 2.4
Additional payment to TransCanada		$ 2.4
GTN and Bison
Asset acquisition
Purchase price					605.0
Number of common units issued (in units)	7,245,000
Price per common unit issued (in dollars per unit)	$ 47.58
Net proceeds from issuance of common units	$ 330.9
Cash in hand					$ 14.5
GTN and Bison \| General Partner
Asset acquisition
Contribution by General Partners	$ 6.7
General partner ownership interest in the partnership (as a percent)				2.00%

CREDIT FACILITIES AND LONG-TERM DEBT (Details) $ in Millions	1 Months Ended			3 Months Ended		6 Months Ended
	Jul. 31, 2011 USD ($)	Jun. 30, 2011 USD ($)	May 31, 2011	Jun. 30, 2011 USD ($)	Jun. 30, 2010	Jun. 30, 2011 USD ($)	Jun. 30, 2010	Jun. 17, 2011	May 03, 2011 USD ($)	Dec. 31, 2010 USD ($)
Credit facility and long-term debt
Long-term debt		$ 693.9		$ 693.9		$ 693.9				$ 513.9
Less: current portion of long-term debt		300.8		300.8		300.8				483.8
Noncurrent portion of long-term debt		393.1		393.1		393.1				30.1
Senior Credit Facility due 2011 and 2016
Credit facility and long-term debt
Long-term debt		$ 314.0		$ 314.0		$ 314.0				$ 483.0
Senior Credit Facility due 2011
Credit facility and long-term debt
Debt average interest rate (as a percent)				0.90%	0.90%	0.90%	0.90%
Debt average interest rate, after hedging activity (as a percent)				3.50%	4.20%	3.70%	4.20%
Debt average interest rate, before hedging activity (as a percent)		0.60%		0.60%		0.60%				0.80%
Senior term loan
Credit facility and long-term debt
Maximum borrowing capacity		$ 300.0		$ 300.0		$ 300.0
Repayment on borrowing		175.0
Outstanding borrowing capacity		300.0		300.0		300.0				$ 475.0
Senior revolving credit facility
Credit facility and long-term debt
Long-term debt		14.0		14.0		14.0				$ 8.0
Maximum borrowing capacity		250.0		250.0		250.0
Line of credit facility, additonal amount	$ 500.0
Line of credit facility, base rate	London Interbank Offered Rate (LIBOR)-based interest rate plus a margin
4.65% Senior Notes due 2021
Credit facility and long-term debt
Long-term debt		$ 349.4		$ 349.4		$ 349.4
Debt interest rate (as a percent)		4.65%		4.65%		4.65%				4.65%
Public debt offering		$ 350.0
Debt offering term (in years)		10
6.89% Series C Senior Notes due 2012
Credit facility and long-term debt
Long-term debt		$ 3.5		$ 3.5		$ 3.5				$ 3.9
Debt interest rate (as a percent)		6.89%		6.89%		6.89%				6.89%
Bridge loan facility
Credit facility and long-term debt
Maximum borrowing capacity									$ 400.0
Outstanding borrowing capacity									$ 61.0
Debt interest rate (as a percent)								1.70%
Line of credit facility, term (in days)			364
Line of credit facility, base rate			London Interbank Offered Rate (LIBOR) or the prime rate plus
Line of credit facility, repaid and cancelled		$ 61.0
3.82% Series D Senior Notes due 2017
Credit facility and long-term debt
Long-term debt		$ 27.0		$ 27.0		$ 27.0				$ 27.0
Debt interest rate (as a percent)		3.82%		3.82%		3.82%				3.82%

CREDIT FACILITIES AND LONG-TERM DEBT (Details 2) - USD ($) $ in Millions	Jun. 30, 2011	Dec. 31, 2010
Principal repayments required on long-term debt
2011	$ 300.4
2012	3.1
2013	3.5
2014	3.6
2015	3.7
Thereafter	379.6
Total long-term debt	$ 693.9	$ 513.9

PARTNERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	May 31, 2011	Jun. 30, 2011	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010
Public offering
Number of common units sold in public offering (in units)	7,245,000
Price per common unit in public offering (in dollars per unit)	$ 47.58
Gross proceeds from public offering of common units	$ 344.7
Net proceeds from public offering of common units	330.9
Common units and interest in the partnership
Number of common units owned (in units)		53,500,000	53,500,000		46,200,000
Limited Partners
Common units and interest in the partnership
Aggregate ownership interest in the Partnership (as a percent)			98.00%
Number of common units owned (in units)		53,472,766	53,472,766	46,227,776
General Partner
Common units and interest in the partnership
Capital contribution by general partner	$ 6.7
Aggregate ownership interest in the Partnership (as a percent)			12.60%	14.30%
Number of common units owned (in units)		5,797,106	5,797,106
General partner ownership interest in the partnership (as a percent)		2.00%	2.00%
TransCanada Corporation
Common units and interest in the partnership
Aggregate ownership interest in the Partnership (as a percent)			20.70%
Number of common units owned (in units)		11,287,725	11,287,725

NET INCOME PER COMMON UNIT (Details)
shares in Millions, $ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2011

USD ($)

$ / shares

Jun. 30, 2010

USD ($)

$ / shares

Jun. 30, 2011

USD ($)

$ / shares

Jun. 30, 2010

USD ($)

$ / shares