View Filing Data

General and administrative

(4)

(3)

(2)

(3)

(4)

(6)

(5)

Net income allocated to partners (Note 6)

^[1]

Net income allocation (Note 6)

Common units

General partner

$ 39

$ 42

Net income per common unit (Note 6) (in dollars per unit) | $ / shares

0.71

0.90

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

53.5

46.2

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

53.5

46.2

[1]	There were no equity earnings from GTN and Bison in the 2011 period as the 25 percent interests in each were acquired in May 2011.

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

3 Months Ended

Mar. 31, 2012

Mar. 31, 2011

Change associated with current period hedging transactions (Note 10)

^[1]

$ 39

$ 42

Other comprehensive income

Total comprehensive income

$ 39

$ 46

[1]	There were no equity earnings from GTN and Bison in the 2011 period as the 25 percent interests in each were acquired in May 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 reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 8, 9, 10, 11, 12, 13, 14
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009.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 30
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009.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 A5
-Appendix A

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e557-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Net Income
-URI http://asc.fasb.org/extlink&oid=6518256

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Other Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6519514

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e540-108580

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6508144

Reference 9: 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 portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 87-21
-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 FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 10, 15
-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 FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 95
-Paragraph 28, 29, 30
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 5
-Section 03
-Paragraph 19

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 20
-Article 9

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Net Income
-URI http://asc.fasb.org/extlink&oid=6518256

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Other Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6519514

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (SX 210.5-03.18)
-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 12: http://www.xbrl.org/2003/role/presentationRef
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e565-108580

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph d
-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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-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph A7
-Appendix A

CONSOLIDATED BALANCE SHEET - USD ($) $ in Millions	Mar. 31, 2012	Dec. 31, 2011
Current Assets
Cash and cash equivalents	$ 5	$ 29
Accounts receivable and other (Note 11)	8	9
Total current assets	13	38
Investments in unconsolidated affiliates (Note 3)	1,606	1,610
Plant, property and equipment (Net of $142 accumulated depreciation; 2011 $139)	295	298
Goodwill	130	130
Other assets	6	6
Total assets	2,050	2,082
Current Liabilities
Accounts payable and accrued liabilities	6	5
Accrued interest	6	1
Current portion of long-term debt (Note 5)	3	3
Total current liabilities	15	9
Long-term debt (Note 5)	704	739
Other liabilities	1	1
Total liabilities	720	749
Partners' Equity
Common units	1,304	1,307
General partner	27	27
Accumulated other comprehensive loss	(1)	(1)
Total partners' equity	1,330	1,333
Total liabilities and partners' equity	$ 2,050	$ 2,082

CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2012	Dec. 31, 2011
CONSOLIDATED BALANCE SHEET
Plant, property and equipment, accumulated depreciation	$ 142	$ 139

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

3 Months Ended

Mar. 31, 2012

Mar. 31, 2011

Cash Generated From Operations

^[1]

$ 39

$ 42

Decrease/(increase) in operating working capital (Note 8)

(1)

Total cash generated from operations

Total investing activities

Capital expenditures

(3)

(2)

Financing Activities

Distributions paid (Note 7)

(42)

(35)

Long-term debt repaid (Note 5)

(35)

(8)

Total financing activities

(77)

(43)

Decrease in cash and cash equivalents

(24)

(1)

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Great Lakes

Cash Generated From Operations

Equity earnings in excess of cumulative distributions from Great Lakes

(1)

Cumulative distributions in excess of equity earnings:

Investment in Great Lakes (Note 3)

(4)

Northern Border

Cumulative distributions in excess of equity earnings:

$ 5

Cumulative distributions in excess of equity earnings:

$ 1

[1]	There were no equity earnings from GTN and Bison in the 2011 period as the 25 percent interests in each were acquired in May 2011.

CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical)	Mar. 31, 2012	May 31, 2011	May 03, 2011
GTN
Ownership interest at the end of the period (as a percent)	25.00%	25.00%	25.00%
Bison
Ownership interest at the end of the period (as a percent)	25.00%	25.00%	25.00%

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY - 3 months ended Mar. 31, 2012 - USD ($)
shares in Millions, $ in Millions

Total

Common Units

General Partner

Accumulated Other Comprehensive Loss

Partners' equity at Dec. 31, 2011

$ 1,333

$ 1,307

$ 27

$ (1)

Partners' equity (in units) at Dec. 31, 2011

53.5

Increase (Decrease) in Partners' Equity

Partners' equity at Mar. 31, 2012

$ 39

^[1]

$ 38

Distributions paid

(42)

(41)

(1)

$ 1,330

$ 1,304

$ 27

$ (1)

Partners' equity (in units) at Mar. 31, 2012

53.5

[1]	There were no equity earnings from GTN and Bison in the 2011 period as the 25 percent interests in each were acquired in May 2011.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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.

SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

3 Months Ended

Mar. 31, 2012

ORGANIZATION

ORGANIZATION

NOTE 1 ORGANIZATION

TC PipeLines, LP and its subsidiaries are collectively referred to herein as the Partnership. The Partnership was formed by TransCanada PipeLines Limited, a wholly-owned subsidiary of TransCanada Corporation (TransCanada Corporation together with its subsidiaries collectively referred to herein as TransCanada), to acquire, own and participate in the management of energy infrastructure assets in North America.

SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2012

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

The results of operations for the three months ended March 31, 2012 and 2011 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, 2011. That report contains a more comprehensive summary of the Partnership’s major accounting policies. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the appropriate adjustments, all of which are normally recurring adjustments unless otherwise noted, considered necessary to present fairly the financial position of the Partnership, the results of operation and cash flows for the respective periods. 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, 2011. Certain items from that Note are repeated or updated below as necessary to assist in understanding these financial statements.

Amounts are stated in U.S. dollars.

(b) Acquisitions

On May 3, 2011, the Partnership acquired a 25 percent membership interest in each of GTN and Bison from subsidiaries of TransCanada (Acquisitions). 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 (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of 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 periods presented.

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

3 Months Ended

Mar. 31, 2012

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

NOTE 3 INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Great Lakes, Northern Border, GTN and Bison are 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.

	Ownership Interest at March 31, 2012			Equity Earnings from Unconsolidated Affiliates					Investment in Unconsolidated Affiliates
(unaudited)				Three Months Ended March 31,				March 31,			December 31,
(millions of dollars)				2012		2011			2012		2011
Great Lakes		46.45	%		9		18			688		686
Northern Border(a)		50	%		20		21			531		536
GTN(b)		25	%		6		-			225		225
Bison(b)		25	%		3		-			162		163
					38		39			1,606		1,610

(a) Equity earnings 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 interest acquisition in April 2006.

(b) There were no equity earnings from GTN and Bison in the 2011 period as the 25 percent interests in each were acquired in May 2011.

Great Lakes

The Partnership made an equity contribution to Great Lakes of $4 million in the first quarter of 2012. This amount represents the Partnership’s 46.45 percent share of a $9 million cash call from Great Lakes to make a scheduled debt repayment.

The Partnership recorded no undistributed earnings from Great Lakes for the three months ended March 31, 2012 and 2011.

The summarized financial information for Great Lakes is as follows:

(unaudited)	March 31,		December 31,
(millions of dollars)	2012		2011

Assets
Current assets		65		65
Plant, property and equipment, net		819		826
Other assets		1		1
		885		892

Liabilities and Partners' Equity
Current liabilities		26		30
Deferred credits		1		-
Long-term debt, including current maturities		364		373
Partners' capital		494		489
		885		892

(unaudited)	Three months ended March 31,
(millions of dollars)	2012			2011

Transmission revenues		49			70
Operating expenses		(15	)		(14	)
Depreciation		(8	)		(8	)
Financial charges and other		(7	)		(7	)
Michigan business tax		-			(2	)
Net income		19			39

Northern Border

The Partnership recorded no undistributed earnings from Northern Border for the three months ended March 31, 2012 and 2011.

The summarized financial information for Northern Border is as follows:

(unaudited)	March 31,			December 31,
(millions of dollars)	2012			2011

Assets
Cash and cash equivalents		39			33
Other current assets		37			35
Plant, property and equipment, net		1,255			1,267
Other assets		30			31
		1,361			1,366

Liabilities and Partners' Equity
Current liabilities		51			48
Deferred credits and other		14			13
Long-term debt, including current maturities		473			473
Partners' equity
Partners' capital		826			835
Accumulated other comprehensive loss		(3	)		(3	)
		1,361			1,366

(unaudited)	Three months ended March 31,
(millions of dollars)	2012			2011

Transmission revenues		81			80
Operating expenses		(18	)		(17	)
Depreciation		(16	)		(15	)
Financial charges and other		(6	)		(6	)
Net income		41			42

GTN

On May 3, 2011, the Partnership acquired a 25 percent interest in GTN from a subsidiary of TransCanada. The acquisition was accounted for as a transaction between entities under common control, whereby the equity investment in GTN was recorded at TransCanada’s carrying value. See Note 4 for additional disclosure regarding the Acquisitions.

In November 2011, the FERC approved a Stipulation and Agreement of Settlement for GTN (GTN Settlement) with shippers and regulators regarding rates and terms and conditions of service without modification, effective January 1, 2012. The GTN Settlement includes a moratorium on the filing of future rate proceedings until December 31, 2015. Following the expiration of the moratorium, GTN must file a rate case such that the new rates will be effective January 1, 2016.

The Partnership recorded no undistributed earnings from GTN for the three months ended March 31, 2012.

The summarized financial information for GTN is as follows:

(unaudited)	March 31,		December 31,
(millions of dollars)	2012		2011

Assets
Current assets		66		55
Plant, property and equipment, net		1,197		1,207
Other assets		2		1
		1,265		1,263

Liabilities and Members' Equity
Current liabilities		18		18
Deferred credits and other		20		20
Long-term debt, including current maturities		325		325
Members' capital		902		900
		1,265		1,263

(unaudited)	Three months ended March 31,
(millions of dollars)		2012(a)

Transmission revenues			52
Operating expenses			(11	)
Depreciation			(13	)
Financial charges and other			(5	)
Net income			23

(a) Comparative information not shown as GTN was not acquired until May 2011.

Bison

On May 3, 2011, the Partnership acquired a 25 percent interest in Bison from a subsidiary of TransCanada. The acquisition was accounted for as a transaction between entities under common control, whereby the equity investment in Bison was recorded at TransCanada’s carrying value. See Note 4 for additional disclosure regarding the Acquisitions.

The Partnership recorded no undistributed earnings from Bison for the three months ended March 31, 2012.

The summarized financial information for Bison is as follows:

(unaudited)	March 31,		December 31,
(millions of dollars)	2012		2011

Assets
Current assets		7		10
Plant, property and equipment, net		656		658
		663		668

Liabilities and Members' Equity
Current liabilities		15		17
Members' capital		648		651
		663		668

(unaudited)	Three months ended March 31,
(millions of dollars)		2012(a)

Transmission revenues			20
Operating expenses			(3	)
Depreciation			(5	)
Net income			12

(a) Comparative information not shown as Bison was not acquired until May 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

3 Months Ended

Mar. 31, 2012

ACQUISITIONS

ACQUISITIONS

NOTE 4 ACQUISITIONS

GTN and Bison Equity Investment Acquisitions

On May 3, 2011, the Partnership acquired 25 percent interests in each of GTN and Bison from subsidiaries of TransCanada.

The total purchase price of the Acquisitions was $605 million (the Purchase Price). The Purchase Price consisted of (i) $405 million for the GTN membership interest (less $81 million, which reflected 25 percent of GTN’s outstanding debt at the time of the acquisition), (ii) $200 million for the membership interest in Bison (less a $9 million future capital commitment to complete the Bison pipeline) (iii) $23 million at closing and (iv) $1 million in working capital adjustments paid in the fourth quarter of 2011. The resulting $539 million paid by the Partnership was financed through a combination of (i) an issuance of 7,245,000 common units offered to the public at $47.58 per common unit resulting in net proceeds of $331 million, (ii) a draw of $61 million on the Partnership’s committed $400 million bridge loan facility, (iii) a draw of $125 million on the Partnership’s then existing $250 million senior revolving credit facility, (iv) a capital contribution from TC PipeLines, GP Inc. (General Partner) of $7 million, which was required to maintain the General Partner’s effective two percent general partner interest in the Partnership, and (v) approximately $15 million of cash on hand.

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 and the total excess purchase price paid 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 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 million to TransCanada on March 25, 2011 when the facilities associated with the 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.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
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CREDIT FACILITIES AND LONG-TERM DEBT

CREDIT FACILITIES AND LONG-TERM DEBT

3 Months Ended

Mar. 31, 2012

CREDIT FACILITIES AND LONG-TERM DEBT

NOTE 5 CREDIT FACILITIES AND LONG-TERM DEBT

(unaudited)	March 31,		December 31,
(millions of dollars)	2012		2011

Senior Credit Facility due 2016		328		363
4.65% Senior Notes due 2021		349		349
6.89% Series C Senior Notes due 2012		3		3
3.82% Series D Senior Notes due 2017		27		27
		707		742
Less: current portion of long-term debt		3		3
		704		739

The Partnership’s Senior Credit Facility consists of a $500 million senior revolving credit facility with a banking syndicate, maturing July 13, 2016, under which $328 million was outstanding at March 31, 2012 (December 31, 2011 - $363 million), leaving $172 million available for future borrowing.

The London Interbank Offered Rate (LIBOR) based interest rate on the Senior Credit Facility averaged 1.65 percent for the three months ended March 31, 2012. The interest rate was 1.63 percent at March 31, 2012.

The LIBOR-based interest rate on the Senior Credit Facility averaged 0.83 percent for the three months ended March 31, 2011. After hedging activity, the LIBOR-based interest rate incurred on the Senior Credit Facility averaged 4.01 percent for the three months ended March 31, 2011. Prior to hedging activities, the LIBOR-based interest rate was 0.79 percent at March 31, 2011.

At March 31, 2012, 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 the long-term debt are as follows:

(unaudited)
(millions of dollars)
2012			3
2013			3
2014			4
2015			4
2016			332
Thereafter			361
			707

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

NET INCOME PER COMMON UNIT

3 Months Ended

Mar. 31, 2012

NET INCOME PER COMMON UNIT

NOTE 6 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 the General Partner’s 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 March 31,
(millions of dollars, except per unit)	2012			2011
Net income(a)		39			42
Net income allocated to General Partner		(1	)		(1	)
Net income allocable to common units		38			41
Weighted average common units outstanding (millions)		53.5			46.2
Net income per common unit		$0.71			$0.90

(a) There were no equity earnings from GTN and Bison in the 2011 period as the 25 percent interests in each were acquired in May 2011.

CASH DISTRIBUTIONS

3 Months Ended

Mar. 31, 2012

CASH DISTRIBUTIONS

CASH DISTRIBUTIONS

NOTE 7 CASH DISTRIBUTIONS

For the three months ended March 31, 2012, the Partnership distributed $0.77 per common unit (2011 – $0.75 per common unit) for a total of $42 million. The distributions paid for the three months ended March 31, 2012 and 2011 included no incentive distributions to the General Partner.

CHANGE IN WORKING CAPITAL

3 Months Ended

Mar. 31, 2012

CHANGE IN WORKING CAPITAL

CHANGE IN WORKING CAPITAL

NOTE 8 CHANGE IN WORKING CAPITAL

(unaudited)	Three months ended March 31,
(millions of dollars)	2012		2011

Decrease in accounts receivable and other		1		-
Increase/(decrease) in accounts payable and accrued liabilities		1		(2	)
Increase in accrued interest		5		1
Decrease/(increase) in operating working capital		7		(1	)

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2012

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 9 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 $1 million for the three months ended March 31, 2012 (2011 – $1 million).

As operator, TransCanada’s subsidiaries provide capital and operating services to 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 months ended March 31, 2012 and 2011 by TransCanada’s subsidiaries and amounts payable to TransCanada’s subsidiaries at March 31, 2012 and December 31, 2011 are summarized in the following tables:

(unaudited)	Three months ended March 31,
(millions of dollars)	2012		2011

Capital and operating costs charged by TransCanada's subsidiaries to:
Great Lakes(a)		8		8
Northern Border(a)		8		7
GTN(a)(b)		7		-
Bison(a)(b)		2		-
North Baja		1		1
Tuscarora		1		1
Impact on the Partnership's net income:
Great Lakes(a)		4		4
Northern Border(a)		4		3
GTN(a)(b)		7		-
Bison(a)(b)		1		-
North Baja		1		1
Tuscarora		1		1

(a) Represents 100 percent of the costs.

(b) There were no amounts from GTN and Bison in the 2011 period as the 25 percent interests in each were acquired in May 2011.

(unaudited)	March 31,		December 31,
(millions of dollars)		2012		2011

Amount payable to TransCanada's subsidiaries for costs charged in the year by:
Great Lakes(a)		3		3
Northern Border(a)		3		3
GTN(a)		3		3
Bison(a)		1		1
North Baja		-		1
Tuscarora		-		1

(a) Represents 100 percent of the costs.

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 six years. Great Lakes earned $24 million of transportation revenues under these contracts in the three months ended March 31, 2012 (2011 - $24 million). This amount represents 48 percent of total revenues earned by Great Lakes in the three months ended March 31, 2012 (2011 – 35 percent).

Revenue from TransCanada and its affiliates of $11 million is included in the Partnership’s equity earnings from Great Lakes in the three months ended March 31, 2012 (2011 - $11 million). At March 31, 2012, $8 million was included in Great Lakes’ receivables in regards to the transportation contracts with TransCanada and its affiliates (December 31, 2011 - $7 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
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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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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
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-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

ACCOUNTS RECEIVABLE AND OTHER

FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2012

FINANCIAL INSTRUMENTS.

FINANCIAL INSTRUMENTS

NOTE 10 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 bear 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 values of the Partnership’s and its subsidiary’s long-term debt as of March 31, 2012 is $723 million (December 31, 2011 - $763 million).

The Partnership’s long-term debt results in exposures to changing interest rates. Until December 12, 2011, the Partnership used derivatives to assist in managing its exposure to interest rate risk. For the three months ended March 31, 2012, the Partnership recorded interest expense of nil on interest rate swaps and options (2011 – $4 million).

ACCOUNTS RECEIVABLE AND OTHER

3 Months Ended

Mar. 31, 2012

ACCOUNTS RECEIVABLE AND OTHER

NOTE 11 ACCOUNTS RECEIVABLE AND OTHER

(unaudited)	March 31,		December 31,
(millions of dollars)	2012		2011
Accounts receivable		7		8
Inventory		1		1
		8		9

REGULATORY MATTERS

3 Months Ended

Mar. 31, 2012

REGULATORY MATTERS

REGULATORY MATTERS

NOTE 12 REGULATORY MATTERS

Tuscarora – On March 9, 2012, Tuscarora received approval from the FERC of the Stipulation and Agreement of Settlement (Tuscarora Settlement). The Tuscarora Settlement includes three-year contract extensions to the term of a number of contracts with Tuscarora’s largest customer, provides for new rates effective January 1, 2012, and a moratorium on the filing of future rate proceedings under NGA Sections 4 or 5 until December 31, 2014. Pursuant to the Tuscarora Settlement, Tuscarora will have no future obligation to file a Section 4 rate case.

ACCOUNTING PRONOUNCEMENT

3 Months Ended

Mar. 31, 2012

ACCOUNTING PRONOUNCEMENT

ACCOUNTING PRONOUNCEMENT

NOTE 13 ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (FASB) issued an update to Accounting Standards Codification (ASC) 350 - Intangibles - Goodwill and Other. Adoption of this update has resulted in a change in the accounting policy related to testing goodwill for impairment, as the Partnership is now permitted under U.S. GAAP to first assess qualitative factors affecting the fair value of a reporting unit in comparison to the carrying amount as a basis for determining whether it is required to proceed to the two-step quantitative impairment test. The Partnership adopted this update effective January 1, 2012. The adoption of this update is not expected to have an impact on our annual goodwill assessment.

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2012

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 14 SUBSEQUENT EVENTS

On April 24, 2012, the board of directors of our General Partner declared the Partnership’s first quarter 2012 cash distribution in the amount of $0.77 per common unit payable on May 15, 2012 to unitholders of record as of May 4, 2012. Great Lakes declared its first quarter 2012 distribution of $27 million on April 20, 2012, of which the Partnership will receive its 46.45 percent share or $12 million on May 1, 2012.

Northern Border declared its first quarter 2012 distribution of $52 million on April 20, 2012, of which the Partnership will receive its 50 percent share or $26 million on May 1, 2012.

GTN declared its first quarter 2012 distribution of $33 million on April 20, 2012, of which the Partnership will receive its 25 percent share or $8 million on May 1, 2012.

Bison declared its first quarter 2012 distribution of $17 million on April 20, 2012, of which the Partnership will receive its 25 percent share or $4 million on May 1, 2012.

SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2012

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

(a) Basis of Presentation

Amounts are stated in U.S. dollars.

Acquisitions

(b) Acquisitions

Use of Estimates

INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables)

3 Months Ended

Mar. 31, 2012

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Schedule of equity method investments in unconsolidated affiliates

	Ownership Interest at March 31, 2012			Equity Earnings from Unconsolidated Affiliates					Investment in Unconsolidated Affiliates
(unaudited)				Three Months Ended March 31,				March 31,			December 31,
(millions of dollars)				2012		2011			2012		2011
Great Lakes		46.45	%		9		18			688		686
Northern Border(a)		50	%		20		21			531		536
GTN(b)		25	%		6		-			225		225
Bison(b)		25	%		3		-			162		163
					38		39			1,606		1,610

(b) There were no equity earnings from GTN and Bison in the 2011 period as the 25 percent interests in each were acquired in May 2011.

Great Lakes

Summarized financial information for equity method investment

(unaudited)	March 31,		December 31,
(millions of dollars)	2012		2011

Assets
Current assets		65		65
Plant, property and equipment, net		819		826
Other assets		1		1
		885		892

Liabilities and Partners' Equity
Current liabilities		26		30
Deferred credits		1		-
Long-term debt, including current maturities		364		373
Partners' capital		494		489
		885		892

(unaudited)	Three months ended March 31,
(millions of dollars)	2012			2011

Transmission revenues		49			70
Operating expenses		(15	)		(14	)
Depreciation		(8	)		(8	)
Financial charges and other		(7	)		(7	)
Michigan business tax		-			(2	)
Net income		19			39

Northern Border

Summarized financial information for equity method investment

(unaudited)	March 31,			December 31,
(millions of dollars)	2012			2011

Assets
Cash and cash equivalents		39			33
Other current assets		37			35
Plant, property and equipment, net		1,255			1,267
Other assets		30			31
		1,361			1,366

Liabilities and Partners' Equity
Current liabilities		51			48
Deferred credits and other		14			13
Long-term debt, including current maturities		473			473
Partners' equity
Partners' capital		826			835
Accumulated other comprehensive loss		(3	)		(3	)
		1,361			1,366

(unaudited)	Three months ended March 31,
(millions of dollars)	2012			2011

Transmission revenues		81			80
Operating expenses		(18	)		(17	)
Depreciation		(16	)		(15	)
Financial charges and other		(6	)		(6	)
Net income		41			42

GTN

Summarized financial information for equity method investment

(unaudited)	March 31,		December 31,
(millions of dollars)	2012		2011

Assets
Current assets		66		55
Plant, property and equipment, net		1,197		1,207
Other assets		2		1
		1,265		1,263

Liabilities and Members' Equity
Current liabilities		18		18
Deferred credits and other		20		20
Long-term debt, including current maturities		325		325
Members' capital		902		900
		1,265		1,263

(unaudited)	Three months ended March 31,
(millions of dollars)		2012(a)

Transmission revenues			52
Operating expenses			(11	)
Depreciation			(13	)
Financial charges and other			(5	)
Net income			23

(a) Comparative information not shown as GTN was not acquired until May 2011.

Summarized financial information for equity method investment

(unaudited)	March 31,		December 31,
(millions of dollars)	2012		2011

Assets
Current assets		7		10
Plant, property and equipment, net		656		658
		663		668

Liabilities and Members' Equity
Current liabilities		15		17
Members' capital		648		651
		663		668

(unaudited)	Three months ended March 31,
(millions of dollars)		2012(a)

Transmission revenues			20
Operating expenses			(3	)
Depreciation			(5	)
Net income			12

(a) Comparative information not shown as Bison was not acquired until May 2011.

CREDIT FACILITIES AND LONG-TERM DEBT (Tables)

3 Months Ended

Mar. 31, 2012

CREDIT FACILITIES AND LONG-TERM DEBT

Components of debt

(unaudited)	March 31,		December 31,
(millions of dollars)	2012		2011

Senior Credit Facility due 2016		328		363
4.65% Senior Notes due 2021		349		349
6.89% Series C Senior Notes due 2012		3		3
3.82% Series D Senior Notes due 2017		27		27
		707		742
Less: current portion of long-term debt		3		3
		704		739

Principal repayments required on long-term debt

(unaudited)
(millions of dollars)
2012			3
2013			3
2014			4
2015			4
2016			332
Thereafter			361
			707

NET INCOME PER COMMON UNIT (Tables)

3 Months Ended

Mar. 31, 2012

NET INCOME PER COMMON UNIT

Schedule of net income per common unit

(unaudited)	Three months ended March 31,
(millions of dollars, except per unit)	2012			2011
Net income(a)		39			42
Net income allocated to General Partner		(1	)		(1	)
Net income allocable to common units		38			41
Weighted average common units outstanding (millions)		53.5			46.2
Net income per common unit		$0.71			$0.90

(a) There were no equity earnings from GTN and Bison in the 2011 period as the 25 percent interests in each were acquired in May 2011.

CHANGE IN WORKING CAPITAL (Tables)

3 Months Ended

Mar. 31, 2012

CHANGE IN WORKING CAPITAL

CHANGE IN WORKING CAPITAL

(unaudited)	Three months ended March 31,
(millions of dollars)	2012		2011

Decrease in accounts receivable and other		1		-
Increase/(decrease) in accounts payable and accrued liabilities		1		(2	)
Increase in accrued interest		5		1
Decrease/(increase) in operating working capital		7		(1	)

RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2012

RELATED PARTY TRANSACTIONS

Schedule of costs charged by related party

(unaudited)	Three months ended March 31,
(millions of dollars)	2012		2011

Capital and operating costs charged by TransCanada's subsidiaries to:
Great Lakes(a)		8		8
Northern Border(a)		8		7
GTN(a)(b)		7		-
Bison(a)(b)		2		-
North Baja		1		1
Tuscarora		1		1
Impact on the Partnership's net income:
Great Lakes(a)		4		4
Northern Border(a)		4		3
GTN(a)(b)		7		-
Bison(a)(b)		1		-
North Baja		1		1
Tuscarora		1		1

(a) Represents 100 percent of the costs.

(b) There were no amounts from GTN and Bison in the 2011 period as the 25 percent interests in each were acquired in May 2011.

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

(unaudited)	March 31,		December 31,
(millions of dollars)		2012		2011

Amount payable to TransCanada's subsidiaries for costs charged in the year by:
Great Lakes(a)		3		3
Northern Border(a)		3		3
GTN(a)		3		3
Bison(a)		1		1
North Baja		-		1
Tuscarora		-		1

(a) Represents 100 percent of the costs.

ACCOUNTS RECEIVABLE AND OTHER (Tables)

3 Months Ended

Mar. 31, 2012

ACCOUNTS RECEIVABLE AND OTHER

Schedule of accounts receivable and other

(unaudited)	March 31,		December 31,
(millions of dollars)	2012		2011
Accounts receivable		7		8
Inventory		1		1
		8		9

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

INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Details)
$ in Millions

1 Months Ended

3 Months Ended

Apr. 30, 2006

USD ($)

Mar. 31, 2012

USD ($)

Mar. 31, 2011

USD ($)

Dec. 31, 2011

USD ($)

May 31, 2011

May 03, 2011

^[1]

$ 38

$ 39

$ 1,606

$ 1,610

Great Lakes

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

46.45%

$ 9

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

688

686

Equity contribution

Assets

Current assets

819

826

Other assets

885

892

Deferred credits and other

Long-term debt, including current maturities

364

373

494

489

885

892

(15)

(14)

(8)

(7)

Michigan business tax

(2)

$ 19

Northern Border

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

50.00%

$ 20

Amortization period of transaction fee (in years) | Y

$ 531

536

Transaction fee

$ 10

Additional ownership interest acquired (as a percent)

20.00%

Assets

Cash and cash equivalents

$ 39

Other current assets

1,255

1,267

Other assets

1,361

1,366

Deferred credits and other

Long-term debt, including current maturities

473

Accumulated other comprehensive loss

826

835

(3)

1,361

1,366

(18)

(17)

(16)

(15)

(6)

$ 41

$ 42

GTN

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

25.00%

$ 6

225

Assets

Current assets

1,197

1,207

Other assets

1,265

1,263

Deferred credits and other

Long-term debt, including current maturities

325

902

900

1,265

1,263

(11)

(13)

(5)

$ 23

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

25.00%

$ 3

162

163

Assets

Current assets

656

658

663

668

648

651

663

$ 668

(3)

(5)

$ 12

[1]	There were no equity earnings from GTN and Bison in the 2011 period as the 25 percent interests in each were acquired in May 2011.

ACQUISITIONS (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended	12 Months Ended
	May 31, 2011	Mar. 31, 2012	Dec. 31, 2011	May 03, 2011	Mar. 25, 2011	Jun. 29, 2010
General Partner
Asset acquisition
General partner ownership interest in the partnership (as a percent)		2.00%
GTN and Bison
Asset acquisition
Additional payment to TransCanada			$ 23
Purchase price recorded as working capital			$ 1
Number of common units sold in public offering	7,245,000
Price per common unit issued (in dollars per unit)	$ 47.58
Net proceeds from issuance of common units	$ 331
GTN and Bison \| Bridge loan facility
Asset acquisition
Amount drawn on credit facility to finance acquisition				$ 61
Maximum borrowing capacity				400
GTN and Bison \| Senior revolving credit facility
Asset acquisition
Amount drawn on credit facility to finance acquisition				125
Maximum borrowing capacity				250
GTN and Bison \| TransCanada Subsidiaries
Asset acquisition
Purchase price				605
Cash paid				539
Contribution by General Partners	7
Cash on hand				$ 15
GTN \| TransCanada Subsidiaries
Asset acquisition
Interest acquired by the Partnership (as a percent)				25.00%
Purchase price				$ 405
Acquired debt				$ 81
Percentage of acquired debt				25.00%
Bison \| TransCanada Subsidiaries
Asset acquisition
Interest acquired by the Partnership (as a percent)				25.00%
Purchase price				$ 200
Future commitments related to acquisitions	$ 9
Yuma Lateral Asset Acquisition \| TransCanada Corporation
Asset acquisition
Cash paid					$ 2
Yuma Lateral Asset Acquisition \| TransCanada Corporation \| Maximum
Asset acquisition
Payment to be made to TransCanada						$ 2

CREDIT FACILITIES AND LONG-TERM DEBT (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Credit facility and long-term debt
Long-term debt	$ 707		$ 742
Less: current portion of long-term debt	3		3
Noncurrent portion of long-term debt	704		739
Senior Credit Facility due 2016
Credit facility and long-term debt
Long-term debt	328		363
Maximum borrowing capacity	500
Remaining borrowing capacity	$ 172
Line of credit facility, base rate	LIBOR	LIBOR
Debt interest rate (as a percent)	1.63%
Debt average interest rate (as a percent)	1.65%	0.83%
Debt average interest rate, after hedging activity (as a percent)		4.01%
Debt interest rate, at period end, prior to hedging activities (as a percent)		0.79%
4.65% Senior Notes due 2021
Credit facility and long-term debt
Long-term debt	$ 349		349
Debt interest rate (as a percent)	4.65%
6.89% Series C Senior Notes due 2012
Credit facility and long-term debt
Long-term debt	$ 3		3
Debt interest rate (as a percent)	6.89%
3.82% Series D Senior Notes due 2017
Credit facility and long-term debt
Long-term debt	$ 27		$ 27
Debt interest rate (as a percent)	3.82%

CREDIT FACILITIES AND LONG-TERM DEBT (Details 2) - USD ($) $ in Millions	Mar. 31, 2012	Dec. 31, 2011
Principal repayments required on long-term debt
2012	$ 3
2013	3
2014	4
2015	4
2016	332
Thereafter	361
Total long-term debt	$ 707	$ 742

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

3 Months Ended

Mar. 31, 2012

USD ($)

$ / shares

Mar. 31, 2011

USD ($)

$ / shares

May 31, 2011

May 03, 2011

Net income allocated to General Partner

^[1]

$ 39

$ 42

(1)

Net income allocable to common units

$ 38

$ 41

Weighted average common units outstanding | shares

53.5

46.2

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

0.71

0.90

GTN

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

25.00%

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

25.00%

General Partner