View Filing Data

Net income attributable to non-controlling interests

^[1]

141

^[1]

176

^[1]

Net income attributable to controlling interests

114

148

Net income attributable to controlling interests allocation (Note 8)

Common units

112

145

General Partner

Net income allocated to partners

$ 37

$ 48

$ 114

$ 148

Net income per common unit (Note 8) - basic (in dollars per unit) | $ / shares

0.58

0.88

1.94

2.71

Net income per common unit (Note 8) - diluted (in dollars per unit) | $ / shares

0.58

0.88

1.94

2.71

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

62.3

53.5

57.8

53.5

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

62.3

53.5

57.8

53.5

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

62.3

53.5

62.3

53.5

[1]	(a) Recast as discussed in Note 2 and Note 4.

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

3 Months Ended

9 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Change in fair value of cash flow hedges(Note 13)

$ 46

$ 57

^[1]

$ 141

^[1]

$ 176

^[1]

Other comprehensive income

(1)

Comprehensive income

140

176

Comprehensive income attributable to non-controlling interests

^[1]

Comprehensive income attributable to controlling interests

$ 36

$ 48

$ 113

$ 148

[1]	(a) Recast as discussed in Note 2 and Note 4.

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.

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 noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

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.

Net of tax and reclassification adjustments amount of the change in accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges, which is attributable to the parent entity. Also includes an entity's share of an equity investee's increase (decrease) in deferred hedging gain (loss).

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 20
-URI http://asc.fasb.org/extlink&oid=7656940&loc=SL4569643-111683

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 4: 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 5: 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.

Reference 6: 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.

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 FASB
-Name Accounting Standards Codification
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Reference 5: 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 6: 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 7: 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.

Reference 8: 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 9: 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.

CONSOLIDATED BALANCE SHEET - USD ($) $ in Millions	Sep. 30, 2013	Dec. 31, 2012
Current Assets
Cash and cash equivalents	$ 4	$ 3
Demand loan receivable from affiliate (Note 12)	45	21
Accounts receivable and other (Note 14)	33	38
Inventories	7	7
Total current assets	89	69
Investments in unconsolidated affiliates (Note 3)	1,161	1,189
Plant, property and equipment (Net of $652 accumulated depreciation; 2012 - $600)	2,056	2,111
Goodwill	130	130
Other assets	9	6
Total assets	3,445	3,505
Current Liabilities
Accounts payable and accrued liabilities	24	26
Accounts payable to affiliates	4	6
Accrued interest	12	2
Demand loan payable to affiliate (Note 12)		15
Current portion of long-term debt (Note 5)	3	3
Total current liabilities	43	52
Long-term debt (Note 5)	1,548	1,010
Other liabilities (Note 6)	25	21
Total liabilities	1,616	1,083
Partners' Equity (Note 7)
Common units	1,357	1,275
General partner	29	27
Accumulated other comprehensive loss	(2)	(1)
Controlling interests	1,384	1,301
Non-controlling interests	445	448
Equity of former parent of GTN and Bison		673
Total partners' equity	1,829	2,422
Total liabilities and partners' equity	$ 3,445	$ 3,505

CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2013	Dec. 31, 2012
CONSOLIDATED BALANCE SHEET
Plant, property and equipment, accumulated depreciation	$ 652	$ 600

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

9 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Cash Generated From Operations

Amortization of debt issue costs

^[1]

$ 141

$ 176

Depreciation

Change in other assets

(4)

Change in long-term liabilities

Change in operating working capital (Note 10)

Total cash generated from operations

215

254

Adjustment to May 2011 acquisition (Note 7)

Capital expenditures

(9)

(25)

Change in affiliate demand loan receivable

(24)

(13)

Total investing activities

(924)

(14)

Financing Activities

Distributions paid on common units (Note 9)

(137)

(127)

Distributions paid to non-controlling interests

(38)

(39)

Change in affiliate demand loan payable

(15)

Equity issuance, net (Note 7)

381

Long-term debt issued (Note 5)

872

Long-term debt repaid (Note 5)

(334)

(55)

Total financing activities

710

(262)

Increase/(decrease) in cash and cash equivalents

(22)

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Bison

Financing Activities

Equity contribution from Bison's former parent

GTN and Bison

Acquisition of additional interests, net of cash acquired (Note 4)

(921)

Financing Activities

Distributions paid to former parent of GTN and Bison

(37)

(59)

Great Lakes

Cumulative distributions in excess of equity earnings:

Investment (Note 3)

(4)

Northern Border

Cumulative distributions in excess of equity earnings:

$ 18

$ 17

[1]	(a) Recast as discussed in Note 2 and Note 4.

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY - 9 months ended Sep. 30, 2013 - USD ($)
shares in Millions, $ in Millions

Total

Former parent

Transaction between entities under common control

GTN and Bison

Controlling interests

Non-controlling interests

Common Units

General Partner

Accumulated Other Comprehensive Loss

Balance at beginning of period at Dec. 31, 2012

$ 2,422

$ 673

^[1]

$ 448

^[1]

$ 1,275

$ 27

$ (1)

Partners' Equity (in units) at Dec. 31, 2012

53.5

Increase (Decrease) in Partners' Equity

Net income attributed to GTN and Bison's former parent

^[1]

141

$ 112

^[1]

(26)

Equity issuance, net (Note 7)

$ 373

Equity issuance, net (Note 7) (in units)

8.8

Equity issuance, net (Note 7)

Distributions paid

(37)

^[1]

(38)

^[1]

$ (134)

(3)

Excess purchase price over net acquired assets (Note 4)

(244)

(5)

Adjustment to the May 2011 acquisition (Note 7)

Change in fair value of cash flow hedges (Note 13)

(1)

^[2]

Equity contribution (Note 12)

^[1]

Former parent carrying amount of acquired entities

^[1]

$ (672)

Balance at end of period at Sep. 30, 2013

$ 1,829

$ 1,384

$ 445

^[1]

$ 1,357

$ 29

$ (2)

Partners' Equity (in units) at Sep. 30, 2013

62.3

[1]	(a) Recast as discussed in Note 2 and Note 4.
[2]	(b) Losses related to cash flow hedges reported in Accumulated Other Comprehensive Loss and expected to be reclassified to Net Income in the next 12 months are estimated to be nil. These estimates assume constant interest rates over time; however, the amounts reclassified will vary based on actual value of interest rates at the date of settlement.

ORGANIZATION	9 Months Ended
ORGANIZATION	Sep. 30, 2013
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	9 Months Ended
SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2013
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements and related notes have been prepared in accordance with United States generally accepted accounting principles (GAAP) and amounts are stated in U.S. dollars. The results of operations for the three and nine months ended September 30, 2013 and 2012 are not necessarily indicative of the results that may be expected for a full fiscal year. The accompanying 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, 2012. That report contains a more comprehensive summary of the Partnership’s major accounting policies. In the opinion of management, the accompanying 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, 2012. Certain items from that Note are repeated or updated below as necessary to assist in understanding the accompanying financial statements. (a) Basis of Presentation The Partnership uses the equity method of accounting for its investments in Great Lakes and Northern Border, over which it is able to exercise significant influence. The Partnership consolidates its investments in GTN, Bison, North Baja and Tuscarora. On July 1, 2013, the Partnership acquired additional 45 percent membership interests in each of GTN and Bison (the 2013 Acquisition) from subsidiaries of TransCanada. The 2013 Acquisition was accounted for as a transaction between entities under common control, similar to a pooling of interests, whereby the assets and liabilities of GTN and Bison were recorded at TransCanada’s carrying value and the Partnership’s historical financial information was recast to consolidate GTN and Bison for all periods presented. Refer to Note 4 for additional disclosure regarding the 2013 Acquisition. (b) Use of Estimates The preparation of financial statements 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.

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

9 Months Ended

Sep. 30, 2013

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

NOTE 3 INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Great Lakes and Northern Border are regulated by FERC and are operated by TransCanada. The Partnership uses the equity method of accounting for its interests in its equity investees.

	Ownership	Equity Earnings/(Losses) from Unconsolidated Affiliates				Investments in Unconsolidated Affiliates
	Interest at	Three months		Nine months
(unaudited)	September 30,	ended September 30,		ended September 30,		September 30,	December 31,
(millions of dollars)	2013	2013	2012	2013	2012	2013	2012

Great Lakes	46.45%	(2)	6	-	23	666	677
Northern Border (a)	50%	17	18	48	54	495	512
		15	24	48	77	1,161	1,189

(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.

Great Lakes

On September 27, 2013, Great Lakes filed with FERC a settlement with its customers to modify its transportation rates beginning on November 1, 2013. The settlement establishes maximum recourse transportation rates on the Great Lakes system. Commencing November 2013, rates will increase, compared to current rates, by approximately 21 percent. The settlement includes a moratorium on filing rate cases or challenging the settlement rates between November 1, 2013 and March 31, 2015 and requires that Great Lakes file to have new rates in effect no later than January 1, 2018.

The Partnership made an equity contribution to Great Lakes of $4 million in the first quarter of 2013. 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 nine months ended September 30, 2013 and 2012.

The summarized financial information for Great Lakes is as follows:

(unaudited)
(millions of dollars)	September 30, 2013	December 31, 2012

ASSETS
Current assets	37	56
Plant, property and equipment, net	777	799
	814	855

LIABILITIES AND PARTNERS’ EQUITY
Current liabilities	21	30
Long-term debt, including current maturities	345	354
Partners’ equity	448	471
	814	855

	Three months ended		Nine months ended
(unaudited)	September 30,		September 30,
(millions of dollars)	2013	2012	2013	2012

Transmission revenues	26	46	90	143
Operating expenses	(15)	(17)	(45)	(48)
Depreciation	(8)	(8)	(24)	(24)
Financial charges and other	(6)	(7)	(20)	(21)
Net income/(loss)	(3)	14	1	50

Northern Border

In January 2013, FERC gave final approval for the Northern Border Settlement which establishes maximum long-term transportation rates and charges on the Northern Border system effective January 1, 2013. Northern Border’s previous reservation rates were reduced by approximately 11 percent as a result of this settlement.

The Partnership recorded no undistributed earnings from Northern Border for the nine months ended September 30, 2013 and 2012.

The summarized financial information for Northern Border is as follows:

(unaudited)
(millions of dollars)	September 30, 2013	December 31, 2012

ASSETS
Cash and cash equivalents	29	28
Other current assets	33	35
Plant, property and equipment, net	1,205	1,234
Other assets	31	31
	1,298	1,328

LIABILITIES AND PARTNERS’ EQUITY
Current liabilities	54	53
Deferred credits and other	19	16
Long-term debt, including current maturities	473	473
Partners’ equity
Partners’ capital	754	789
Accumulated other comprehensive loss	(2)	(3)
	1,298	1,328

	Three months ended		Nine months ended
(unaudited)	September 30,		September 30,
(millions of dollars)	2013	2012	2013	2012

Transmission revenues	72	78	213	232
Operating expenses	(18)	(21)	(56)	(57)
Depreciation	(15)	(16)	(44)	(48)
Financial charges and other	(6)	(5)	(17)	(18)
Net income	33	36	96	109

The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group.

ACQUISITION

9 Months Ended

Sep. 30, 2013

ACQUISITION

ACQUISITION

NOTE 4 ACQUISITION

On July 1, 2013, the Partnership acquired additional 45 percent membership interests in each of GTN and Bison from subsidiaries of TransCanada. GTN and Bison are both regulated by FERC and operated by TransCanada. The total purchase price of the 2013 Acquisition, subject to certain post-closing adjustments, was $1,050 million plus closing adjustments for working capital of $17 million. The purchase price consisted of (i) $750 million for the GTN membership interest (less $146 million, which reflected 45 percent of GTN’s outstanding debt at the time of the 2013 Acquisition), (ii) $300 million for the membership interest in Bison and (iii) closing working capital adjustments.

The resulting $921 million (after closing adjustments) paid by the Partnership was financed through a combination of (i) a public offering of 8,855,000 common units at $43.85 per common unit resulting in net proceeds of $373 million (refer to note 7), (ii) borrowing of $500 million in term loans (refer to note 5), (iii) a capital contribution from the General Partner of $8 million which was required to maintain the General Partner’s effective two percent general partner interest in the Partnership (refer to note 7), and (iv) a draw on the Partnership’s existing $500 million Senior Credit Facility and cash on hand.

If Portland General Electric Company executes a firm transportation service agreement by December 31, 2014 containing agreed terms and relating to transportation on GTN’s proposed Carty Lateral, the Partnership will pay an additional $25 million.

The 2013 Acquisition was accounted for as a transaction between entities under common control, similar to a pooling of interests, whereby the assets and liabilities of GTN and Bison were recorded at TransCanada’s carrying value and the Partnership’s historical financial information was recast to consolidate GTN and Bison for all periods presented. The purchase price was recorded as follows:

(unaudited)
(millions of dollars)

Current assets		67
Property, plant and equipment, net		1,792
Other assets		1
Current liabilities		(20)
Other liabilities		(21)
Long-term debt		(325)
		1,494
Non-controlling interest		(448)
Carrying value of pre-existing 25% interest in each of GTN and Bison		(374)
Carrying value of acquired 45% interest in each of GTN and Bison		672
Excess purchase price over net assets acquired		249
Cash consideration		921

As the fair market value paid for the additional 45 percent interests in each of GTN and Bison was greater than the acquired net assets of GTN and Bison by $237 million and $12 million, respectively, the total excess purchase price paid of $249 million was recorded in Partners’ Equity. The retrospective consolidation of GTN and Bison increased net income attributable to common units by $26 million for the nine months ended September 30, 2013 and by $13 million and $41 million for the three and nine months ended September 30, 2012, these amounts are however, excluded from equity attributable to controlling interests.

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).

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-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1383-128463

Reference 16: 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 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph F4
-Subparagraph e
-Appendix F

Reference 18: 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 19: 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.

CREDIT FACILITIES AND LONG-TERM DEBT

CREDIT FACILITIES AND LONG-TERM DEBT

9 Months Ended

Sep. 30, 2013

CREDIT FACILITIES AND LONG-TERM DEBT

NOTE 5 CREDIT FACILITIES AND LONG-TERM DEBT

(unaudited)
(millions of dollars)	September 30, 2013	December 31, 2012(a)

Senior Credit Facility due 2017	350	312
Term Loan Facility due 2018	500	-
4.65% Unsecured Senior Notes due 2021	349	349
5.09% Unsecured Senior Notes due 2015	75	75
5.29% Unsecured Senior Notes due 2020	100	100
5.69% Unsecured Senior Notes due 2035	150	150
3.82% Series D Senior Notes due 2017	27	27
	1,551	1,013
Less: current portion of long-term debt	3	3
	1,548	1,010

(a) Recast as discussed in Note 2 and Note 4.

The Partnership’s Senior Credit Facility consists of a $500 million senior revolving credit facility with a banking syndicate, maturing November 20, 2017, under which $350 million was outstanding at September 30, 2013 (December 31, 2012 - $312 million), leaving $150 million available for future borrowing.

The London Interbank Offered Rate (LIBOR) based interest rate on the Senior Credit Facility averaged 1.44 and 1.45 percent for the three and nine months ended September 30, 2013, respectively (2012 – 1.62 and 1.63 percent). The LIBOR-based interest rate was 1.44 percent at September 30, 2013 (December 31, 2012 – 1.47 percent).

On July 1, 2013, the Partnership entered into a term loan agreement with a syndicate of lenders for a $500 million term loan credit facility (Term Loan Facility). On July 2, 2013, the Partnership borrowed $500 million under the Term Loan Facility to pay a portion of the purchase price of the 2013 Acquisition. The Term Loan Facility has a term of five years, and all amounts outstanding are due and payable on July 1, 2018. Borrowings under the Term Loan Facility bears interest based, at the Partnership’s election, on the LIBOR or the base rate plus, in either case, an applicable margin. The base rate equals the highest of (i) SunTrust Bank’s prime rate, (ii) 0.50 percent above the federal funds rate and (iii) 1.00 percent above one-month LIBOR. The applicable margin for the term loans is based on the Partnership’s senior debt rating and ranges between 1.125 percent and 2.00 percent for LIBOR borrowings and 0.125 percent and 1.000 percent for base rate borrowings.

The LIBOR based interest rate on the Term Loan Facility averaged 1.44 percent for the three months ended September 30, 2013. After hedging activity, the interest rate incurred on the Term Loan Facility averaged 1.56 percent for the three months ended September 30, 2013. Prior to hedging activities, the LIBOR-based interest rate was 1.44 percent at September 30, 2013.

At September 30, 2013, 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 Second Amended and Restated Agreement of Limited Partnership (Partnership Agreement), incurring additional debt and distributions to unitholders.

Series D Senior Notes are secured by Tuscarora’s transportation contracts, supporting agreements and substantially all of Tuscarora’s property. The note purchase agreement contains certain provisions that include, among other items, limitations on additional indebtedness and distributions to partners.

The principal repayments required on the long-term debt are as follows:

(unaudited)
(millions of dollars)

2013		3
2014		4
2015		79
2016		4
2017		362
Thereafter		1,099
		1,551

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.

OTHER LIABILITIES

9 Months Ended

Sep. 30, 2013

OTHER LIABILITIES

OTHER LIABILITIES

NOTE 6 OTHER LIABILITIES

(unaudited)
(millions of dollars)	September 30, 2013	December 31, 2012(a)

Regulatory liabilities	23	20
Fair value of derivative contracts (Note 13)	1	-
Other liabilities	1	1
	25	21

(a) Recast as discussed in Note 2 and Note 4.

The Partnership collects estimated future removal costs related to its transmission and gathering facilities in its current rates and recognizes regulatory liabilities in this respect in the balance sheet. Estimated costs associated with the future removal of transmission and gathering facilities are collected through depreciation as allowed by FERC. These amounts do not represent asset retirement obligations as defined by FASB ASC 410, Accounting for Asset Retirement Obligations.

PARTNERS' EQUITY	9 Months Ended
PARTNERS' EQUITY	Sep. 30, 2013
PARTNERS' EQUITY
PARTNERS' EQUITY	NOTE 7 PARTNERS’ EQUITY On May 22, 2013, the Partnership closed a public offering of 8,855,000 common units, including 1,155,000 common units purchased pursuant to the exercise of the underwriters’ option to purchase additional common units, at a price to the public of $43.85 per common unit for gross proceeds of $388 million and net proceeds of $373 million after unit issuance costs. TC PipeLines, GP Inc. (General Partner) maintained its effective two percent general partner interest in the Partnership by contributing $8 million to the Partnership in connection with the offering. Refer to Note 4 for disclosure regarding the 2013 Acquisition. At September 30, 2013, Partners’ Equity included 62,327,766 common units (December 31, 2012 – 53,472,766 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 11.1 percent ownership in the Partnership at September 30, 2013 (December 31, 2012 – 12.6 percent). On July 22, 2013, a subsidiary of TransCanada paid $1 million to the Partnership in relation to the May 2011 acquisition of a 25 percent interest in Bison as a post-closing construction expenditures adjustment.

The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units.

NET INCOME PER COMMON UNIT

NET INCOME PER COMMON UNIT

9 Months Ended

Sep. 30, 2013

NET INCOME PER COMMON UNIT

NOTE 8 NET INCOME PER COMMON UNIT

Net income per common unit is computed by dividing net income attributable to controlling interests, 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:

	Three months ended		Nine months ended
(unaudited)	September 30,		September 30,
(millions of dollars)	2013	2012(a)	2013(a)	2012(a)

Net income attributable to controlling interests	37	48	114	148
Net income allocated to General Partner	(1)	(1)	(2)	(3)
Net income allocated to common units	36	47	112	145
Weighted average common units outstanding (millions) – basic and diluted	62.3	53.5	57.8	53.5
Net income per common unit – basic and diluted	$0.58	$0.88	$1.94	$2.71

(a) Recast as discussed in Note 2 and 4.

CASH DISTRIBUTIONS	9 Months Ended
CASH DISTRIBUTIONS	Sep. 30, 2013
CASH DISTRIBUTIONS
CASH DISTRIBUTIONS	NOTE 9 CASH DISTRIBUTIONS For the three and nine months ended September 30, 2013, the Partnership distributed $0.81 and $2.37 per common unit (2012 – $0.78 and $2.32 per common unit) for a total of $52 million and $137 million, respectively (2012 - $43 million and $127 million). The distributions paid for the three and nine months ended September 30, 2013 and 2012 included no incentive distributions to the General Partner.

CHANGE IN OPERATING WORKING CAPITAL

9 Months Ended

Sep. 30, 2013

CHANGE IN OPERATING WORKING CAPITAL

CHANGE IN OPERATING WORKING CAPITAL

NOTE 10 CHANGE IN OPERATING WORKING CAPITAL

(unaudited)	Nine months ended September 30,
(millions of dollars)	2013	2012(a)

Change in accounts receivable and other	5	7
Change in accounts payable and accrued liabilities	(2)	(3)
Change in accounts payable to affiliates	(2)	(1)
Change in accrued interest	10	10
Change in operating working capital	11	13

(a) Recast as discussed in Note 2 and Note 4.

TRANSACTIONS WITH MAJOR CUSTOMERS

9 Months Ended

Sep. 30, 2013

TRANSACTIONS WITH MAJOR CUSTOMERS

TRANSACTIONS WITH MAJOR CUSTOMERS

NOTE 11 TRANSACTIONS WITH MAJOR CUSTOMERS

The following table shows revenues from the Partnership’s major customers comprising more than 10 percent of the Partnership’s total revenues for the three and nine months ended September 30, 2013 and 2012:

	Three months ended		Nine months ended
(unaudited)	September 30,		September 30,
(millions of dollars)	2013	2012(a)	2013(a)	2012(a)

Anadarko Energy Services Company	12	12	36	36
Pacific Gas and Electric Company	11	12	35	35

(a) Recast as discussed in Note 2 and Note 4.

The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6327-108592

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 20
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13531-108611

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 20
-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6404-108592

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6442-108592

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
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-Paragraph 18
-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6351-108592

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
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-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13537-108611

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 94-6
-Paragraph 21, 22, 24
-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 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
-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.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2013

RELATED PARTY TRANSACTIONS

NOTE 12 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 and $3 million for the three and nine months ended September 30, 2013 (2012 – $1 million and $2 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 and nine months ended September 30, 2013 and 2012 by TransCanada’s subsidiaries and amounts payable to TransCanada’s subsidiaries at September 30, 2013 and December 31, 2012 are summarized in the following tables:

	Three months ended		Nine months ended
(unaudited)	September 30,		September 30,
(millions of dollars)	2013	2012	2013	2012

Capital and operating costs charged by TransCanada’s subsidiaries to:
Great Lakes (a)	7	8	23	24
Northern Border (a)	7	7	21	22
GTN (a)	7	7	21	21
Bison (a)	1	1	4	4
North Baja	1	1	3	3
Tuscarora	1	1	3	3
Impact on the Partnership’s net income:
Great Lakes	3	4	10	11
Northern Border	3	3	10	10
GTN	5	2	14	5
Bison	1	-	3	1
North Baja	1	1	3	3
Tuscarora	1	1	3	3

(a) Represents 100 percent of the costs.

(unaudited)
(millions of dollars)	September 30, 2013	December 31, 2012

Amount payable to TransCanada’s subsidiaries for costs charged in the period by:
Great Lakes (a)	2	4
Northern Border (a)	3	4
GTN (a)	3	3
Bison (a)	-	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. Great Lakes earned $14 million and $49 million of transportation revenues under these contracts for the three and nine months ended September 30, 2013 (2012 - $17 million and $58 million). These amounts represent 54 percent of total revenues earned by Great Lakes for the three and nine months ended September 30, 2013 (2012 – 37 percent and 41 percent). Great Lakes also earned $1 million of affiliated rental revenue for the three and nine months ended September 30, 2013 (2012 - $1 million and $1 million).

Revenue from TransCanada and its affiliates of $7 million and $23 million are included in the Partnership’s Equity earnings from Great Lakes for the three and nine months ended September 30, 2013 (2012 - $8 million and $27 million). At September 30, 2013, $5 million was included in Great Lakes’ receivables in regards to the transportation contracts with TransCanada and its affiliates (December 31, 2012 - $10 million).

Bison’s former parent made an equity contribution to Bison of $18 million in the second quarter of 2013. This amount represents former parent’s 75 percent share of a $24 million cash call from Bison to repay inter-affiliate debt primarily related to pipeline construction costs, including reclamation and restoration work.

Beginning October 1, 2013, GTN and Bison participate in the Partnership’s cash management program. Prior to this, GTN and Bison were part of TransCanada’s cash management program. This program matches short-term cash surpluses and borrowing requirements of participating subsidiaries, thus minimizing total borrowing from outside sources. Funds advanced under the program are considered to be a loan, accruing interest and repayable on demand. GTN and Bison will receive interest on funds advanced to the Partnership at the rate of interest earned by the Partnership on its short-term cash investments and will pay interest on funds advanced from the Partnership based on the Partnership’s short-term borrowing costs. At September 30, 2013, GTN and Bison had, in aggregate, a demand loan receivable from an affiliate and a demand loan payable to an affiliate of $45 million and nil, respectively (December 31, 2012 - $21 million and $15 million).

The entire disclosure for related party transactions. 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 FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 2: 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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-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph b
-Article 3A

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph k
-Article 4

Reference 9: 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.

ACCOUNTS RECEIVABLE AND OTHER

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2013

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 13 FAIR VALUE MEASUREMENTS

(a) Fair Value Hierarchy

Under Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, fair value measurements are characterized in one of three levels based upon the input used to arrive at the measurement. The three levels of the fair value hierarchy are as follows:

· Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

· Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

· Level 3 inputs are unobservable inputs for the asset or liability.

When appropriate, valuations are adjusted for various factors including credit considerations. Such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used.

(b) Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts receivable and other, demand loan receivable from affiliate, accounts payable and accrued liabilities, accounts payable to affiliates, accrued interest, and demand loan payable to affiliates 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 fair value of interest rate derivatives is calculated using the income approach which uses period-end market rates and applies a discounted cash flow valuation model.

The estimated fair value of the Partnership’s and its subsidiaries’ long-term debt as at September 30, 2013 and December 31, 2012 are as follows:

(unaudited)	September 30, 2013		December 31, 2012(a)
(millions of dollars)	Carrying Value	Fair Value	Carrying Value	Fair Value

Senior Credit Facility due 2017	350	350	312	312
Term Loan Facility due 2018	500	500	-	-
4.65% Senior Notes due 2021	349	353	349	372
5.09% Unsecured Senior Notes due 2015	75	80	75	83
5.29% Unsecured Senior Notes due 2020	100	114	100	123
5.69% Unsecured Senior Notes due 2035	150	172	150	201
3.82% Series D Senior Notes due 2017	27	29	27	30
	1,551	1,598	1,013	1,121

(a) Recast as discussed in Note 2 and Note 4.

Long-term debt is recorded at amortized cost and classified in Level II of the fair value hierarchy for fair value disclosure purposes. Interest rate derivative assets and liabilities are classified in Level II.

The Partnership’s floating rate debt is subject to interest rate cash flow risk. The Partnership uses interest rate derivatives to manage its exposure to interest rate risk.

The interest rate swaps are structured such that the cash flows of the derivative instruments match those of the variable rate of interest on the Term Loan Facility. The Partnership hedged interest payments on $150 million of variable-rate Term Loan Facility by interest rate swaps from September 3, 2013 through July 1, 2018 ($150 million of interest rate swaps mature on July 1, 2018), where the weighted average fixed interest rate paid is 2.79 percent. At September 30, 2013, the fair value of the interest rate swaps accounted for as cash flow hedges was negative $1 million which is classified as other long-term liability (refer to Note 6). In 2013, the Partnership did not record any amounts in net income related to ineffectiveness for interest rate hedges. The change in fair value of interest rate derivative instruments recognized in other comprehensive income is $1 million for the three and nine months ended September 30, 2013.

ACCOUNTS RECEIVABLE AND OTHER

9 Months Ended

Sep. 30, 2013

ACCOUNTS RECEIVABLE AND OTHER

NOTE 14 ACCOUNTS RECEIVABLE AND OTHER

(unaudited)
(millions of dollars)	September 30, 2013	December 31, 2012(a)

Trade accounts receivable, net of allowance of nil	29	31
Accounts receivable from affiliates	1	1
Other	3	6
	33	38

(a) Recast as discussed in Note 2 and Note 4.

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2013
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 15 SUBSEQUENT EVENTS On October 24, 2013, the board of directors of our General Partner declared the Partnership’s third quarter 2013 cash distribution in the amount of $0.81 per common unit payable on November 14, 2013 to unitholders of record as of November 5, 2013. Great Lakes declared its third quarter 2013 distribution of $3 million on October 22, 2013, of which the Partnership will receive its 46.45 percent share or $2 million on November 1, 2013. Northern Border declared its third quarter 2013 distribution of $38 million on October 22, 2013, of which the Partnership will receive its 50 percent share or $19 million on November 1, 2013. GTN declared its third quarter 2013 distribution of $30 million on October 22, 2013 payable on November 1, 2013. Bison declared its third quarter 2013 distribution of $11 million on October 22, 2013 payable on November 1, 2013. The Partnership expects to make a $31 million equity contribution to Northern Border in the fourth quarter of 2013 to fund repayment of the Northern Border Credit Facility. The Partnership expects to make a $5 million equity contribution to Great Lakes in the fourth quarter of 2013 to further fund debt repayments.

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2013
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	(a) Basis of Presentation The Partnership uses the equity method of accounting for its investments in Great Lakes and Northern Border, over which it is able to exercise significant influence. The Partnership consolidates its investments in GTN, Bison, North Baja and Tuscarora. On July 1, 2013, the Partnership acquired additional 45 percent membership interests in each of GTN and Bison (the 2013 Acquisition) from subsidiaries of TransCanada. The 2013 Acquisition was accounted for as a transaction between entities under common control, similar to a pooling of interests, whereby the assets and liabilities of GTN and Bison were recorded at TransCanada’s carrying value and the Partnership’s historical financial information was recast to consolidate GTN and Bison for all periods presented. Refer to Note 4 for additional disclosure regarding the 2013 Acquisition.
Use of Estimates	(b) Use of Estimates The preparation of financial statements 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.

Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2197480

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 860
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-Section 45
-URI http://asc.fasb.org/section&trid=2197723

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2196966

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 325
-SubTopic 20
-URI http://asc.fasb.org/subtopic&trid=2197087

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.3A-02)
-URI http://asc.fasb.org/extlink&oid=6959686&loc=d3e355033-122828

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 45
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=16385135&loc=d3e33801-111570

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 46R
-Paragraph 4
-Subparagraph c
-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 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 18
-Paragraph 5, 6, 16-19
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-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 96-16
-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 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 46R
-Paragraph 4
-Subparagraph d
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Principles Board Opinion (APB)
-Number 18
-Paragraph 20
-Subparagraph a(2)
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-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 2-6
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-Name Emerging Issues Task Force (EITF)
-Number 97-2
-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 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph k
-Article 1

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 140
-Paragraph 46
-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 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02, 03
-Article 3A

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 46R
-Paragraph 14, 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.

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables)

9 Months Ended

Sep. 30, 2013

Schedule of equity method investments in unconsolidated affiliates

	Ownership	Equity Earnings/(Losses) from Unconsolidated Affiliates				Investments in Unconsolidated Affiliates
	Interest at	Three months		Nine months
(unaudited)	September 30,	ended September 30,		ended September 30,		September 30,	December 31,
(millions of dollars)	2013	2013	2012	2013	2012	2013	2012

Great Lakes	46.45%	(2)	6	-	23	666	677
Northern Border (a)	50%	17	18	48	54	495	512
		15	24	48	77	1,161	1,189

Great Lakes

Investments in unconsolidated affiliates

Summarized financial information for equity method investment

(unaudited)
(millions of dollars)	September 30, 2013	December 31, 2012

ASSETS
Current assets	37	56
Plant, property and equipment, net	777	799
	814	855

LIABILITIES AND PARTNERS’ EQUITY
Current liabilities	21	30
Long-term debt, including current maturities	345	354
Partners’ equity	448	471
	814	855

	Three months ended		Nine months ended
(unaudited)	September 30,		September 30,
(millions of dollars)	2013	2012	2013	2012

Transmission revenues	26	46	90	143
Operating expenses	(15)	(17)	(45)	(48)
Depreciation	(8)	(8)	(24)	(24)
Financial charges and other	(6)	(7)	(20)	(21)
Net income/(loss)	(3)	14	1	50

Northern Border

Investments in unconsolidated affiliates

Summarized financial information for equity method investment

(unaudited)
(millions of dollars)	September 30, 2013	December 31, 2012

ASSETS
Cash and cash equivalents	29	28
Other current assets	33	35
Plant, property and equipment, net	1,205	1,234
Other assets	31	31
	1,298	1,328

LIABILITIES AND PARTNERS’ EQUITY
Current liabilities	54	53
Deferred credits and other	19	16
Long-term debt, including current maturities	473	473
Partners’ equity
Partners’ capital	754	789
Accumulated other comprehensive loss	(2)	(3)
	1,298	1,328

	Three months ended		Nine months ended
(unaudited)	September 30,		September 30,
(millions of dollars)	2013	2012	2013	2012

Transmission revenues	72	78	213	232
Operating expenses	(18)	(21)	(56)	(57)
Depreciation	(15)	(16)	(44)	(48)
Financial charges and other	(6)	(5)	(17)	(18)
Net income	33	36	96	109

ACQUISITION (Tables)

9 Months Ended

Sep. 30, 2013

ACQUISITION

Schedule of purchase price recorded

(unaudited)
(millions of dollars)

Current assets		67
Property, plant and equipment, net		1,792
Other assets		1
Current liabilities		(20)
Other liabilities		(21)
Long-term debt		(325)
		1,494
Non-controlling interest		(448)
Carrying value of pre-existing 25% interest in each of GTN and Bison		(374)
Carrying value of acquired 45% interest in each of GTN and Bison		672
Excess purchase price over net assets acquired		249
Cash consideration		921

CREDIT FACILITIES AND LONG-TERM DEBT (Tables)

9 Months Ended

Sep. 30, 2013

CREDIT FACILITIES AND LONG-TERM DEBT

Schedule of components of debt

(unaudited)
(millions of dollars)	September 30, 2013	December 31, 2012(a)

Senior Credit Facility due 2017	350	312
Term Loan Facility due 2018	500	-
4.65% Unsecured Senior Notes due 2021	349	349
5.09% Unsecured Senior Notes due 2015	75	75
5.29% Unsecured Senior Notes due 2020	100	100
5.69% Unsecured Senior Notes due 2035	150	150
3.82% Series D Senior Notes due 2017	27	27
	1,551	1,013
Less: current portion of long-term debt	3	3
	1,548	1,010

(a) Recast as discussed in Note 2 and Note 4.

Schedule of principal repayments required by the Partnership on the long-term debt

(unaudited)
(millions of dollars)

2013		3
2014		4
2015		79
2016		4
2017		362
Thereafter		1,099
		1,551

OTHER LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2013

OTHER LIABILITIES

Schedule of other liabilities

(unaudited)
(millions of dollars)	September 30, 2013	December 31, 2012(a)

Regulatory liabilities	23	20
Fair value of derivative contracts (Note 13)	1	-
Other liabilities	1	1
	25	21

(a) Recast as discussed in Note 2 and Note 4.

NET INCOME PER COMMON UNIT (Tables)

9 Months Ended

Sep. 30, 2013

NET INCOME PER COMMON UNIT

Schedule of net income per common unit

	Three months ended		Nine months ended
(unaudited)	September 30,		September 30,
(millions of dollars)	2013	2012(a)	2013(a)	2012(a)

Net income attributable to controlling interests	37	48	114	148
Net income allocated to General Partner	(1)	(1)	(2)	(3)
Net income allocated to common units	36	47	112	145
Weighted average common units outstanding (millions) – basic and diluted	62.3	53.5	57.8	53.5
Net income per common unit – basic and diluted	$0.58	$0.88	$1.94	$2.71

(a) Recast as discussed in Note 2 and 4.

CHANGE IN OPERATING WORKING CAPITAL (Tables)

9 Months Ended

Sep. 30, 2013

CHANGE IN OPERATING WORKING CAPITAL

Summary of change in operating working capital

(unaudited)	Nine months ended September 30,
(millions of dollars)	2013	2012(a)

Change in accounts receivable and other	5	7
Change in accounts payable and accrued liabilities	(2)	(3)
Change in accounts payable to affiliates	(2)	(1)
Change in accrued interest	10	10
Change in operating working capital	11	13

(a) Recast as discussed in Note 2 and Note 4.

TRANSACTIONS WITH MAJOR CUSTOMERS (Tables)

9 Months Ended

Sep. 30, 2013

TRANSACTIONS WITH MAJOR CUSTOMERS

Schedule of revenues from the Partnership's major customers comprising more than 10% of the Partnerships' total revenues

	Three months ended		Nine months ended
(unaudited)	September 30,		September 30,
(millions of dollars)	2013	2012(a)	2013(a)	2012(a)

Anadarko Energy Services Company	12	12	36	36
Pacific Gas and Electric Company	11	12	35	35

(a) Recast as discussed in Note 2 and Note 4.

RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2013

RELATED PARTY TRANSACTIONS

Schedule of costs charged by related party

	Three months ended		Nine months ended
(unaudited)	September 30,		September 30,
(millions of dollars)	2013	2012	2013	2012

Capital and operating costs charged by TransCanada’s subsidiaries to:
Great Lakes (a)	7	8	23	24
Northern Border (a)	7	7	21	22
GTN (a)	7	7	21	21
Bison (a)	1	1	4	4
North Baja	1	1	3	3
Tuscarora	1	1	3	3
Impact on the Partnership’s net income:
Great Lakes	3	4	10	11
Northern Border	3	3	10	10
GTN	5	2	14	5
Bison	1	-	3	1
North Baja	1	1	3	3
Tuscarora	1	1	3	3

(a) Represents 100 percent of the costs.

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

(unaudited)
(millions of dollars)	September 30, 2013	December 31, 2012

Amount payable to TransCanada’s subsidiaries for costs charged in the period by:
Great Lakes (a)	2	4
Northern Border (a)	3	4
GTN (a)	3	3
Bison (a)	-	1
North Baja	-	1
Tuscarora	-	1

(a) Represents 100 percent of the costs.

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2013

FAIR VALUE MEASUREMENTS

Schedule of estimated fair value of the Partnership's and its subsidiaries' long-term debt

(unaudited)	September 30, 2013		December 31, 2012(a)
(millions of dollars)	Carrying Value	Fair Value	Carrying Value	Fair Value

Senior Credit Facility due 2017	350	350	312	312
Term Loan Facility due 2018	500	500	-	-
4.65% Senior Notes due 2021	349	353	349	372
5.09% Unsecured Senior Notes due 2015	75	80	75	83
5.29% Unsecured Senior Notes due 2020	100	114	100	123
5.69% Unsecured Senior Notes due 2035	150	172	150	201
3.82% Series D Senior Notes due 2017	27	29	27	30
	1,551	1,598	1,013	1,121

(a) Recast as discussed in Note 2 and Note 4.

Tabular disclosure of the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such certain disclosures about the financial instruments, assets, and liabilities include: (1) the fair value of the required items together with their carrying amounts (as appropriate) and (2) the methodology and assumptions used in developing such estimates of fair value.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13476-108611

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
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-URI http://asc.fasb.org/extlink&oid=6447952&loc=d3e13220-108610

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 19
-Subparagraph a, b, c(1), d(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.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 14
-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 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15
-Subparagraph b-d
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 18
-Subparagraph c(2), d, e, f
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32
-Subparagraph a, c(1), c(2), c(3), d
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-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.

Schedule of accounts receivable and other

ACCOUNTS RECEIVABLE AND OTHER (Tables)

9 Months Ended

Sep. 30, 2013

ACCOUNTS RECEIVABLE AND OTHER

(unaudited)
(millions of dollars)	September 30, 2013	December 31, 2012(a)

Trade accounts receivable, net of allowance of nil	29	31
Accounts receivable from affiliates	1	1
Other	3	6
	33	38

(a) Recast as discussed in Note 2 and Note 4.

SIGNIFICANT ACCOUNTING POLICIES (Details) - Former parent, TransCanada Subsidiaries	Jul. 02, 2013	May 03, 2011
GTN \| Transaction between entities under common control
Summary of Significant Accounting Policies [Line Items]
Interest acquired by the Partnership (as a percent)	45.00%
Bison
Summary of Significant Accounting Policies [Line Items]
Interest acquired by the Partnership (as a percent)		25.00%
Bison \| Transaction between entities under common control
Summary of Significant Accounting Policies [Line Items]
Interest acquired by the Partnership (as a percent)	45.00%

INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Details) - USD ($) $ in Millions			3 Months Ended			9 Months Ended
	Sep. 27, 2013	Jan. 02, 2013	Sep. 30, 2013	Mar. 31, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012	Apr. 30, 2006
Investments in unconsolidated affiliates
Equity Earnings/(Losses) from Unconsolidated Affiliates			$ 15		$ 24	$ 48	$ 77
Investments in Unconsolidated Affiliates			$ 1,161			$ 1,161		$ 1,189
Great Lakes
Investments in unconsolidated affiliates
Ownership interest at the end of the period (as a percent)			46.45%			46.45%
Equity Earnings/(Losses) from Unconsolidated Affiliates			$ (2)		6		23
Undistributed earnings						$ 0	0
Investments in Unconsolidated Affiliates			666			666		677
Increase in transportation rates compared to current rates (as a percent)	21.00%
Equity contribution				$ 4		4	4
Total cash call issued to fund debt repayment				$ 9
Assets
Current assets			37			37		56
Plant, property and equipment, net			777			777		799
Assets, total			814			814		855
LIABILITIES AND PARTNERS' EQUITY
Current liabilities			21			21		30
Long-term debt, including current maturities			345			345		354
Partners' equity
Partners' equity			448			448		471
Liabilities and Equity, total			814			814		855
Revenues (expenses)
Transmission revenues			26		46	90	143
Operating expenses			(15)		(17)	(45)	(48)
Depreciation			(8)		(8)	(24)	(24)
Financial charges and other			(6)		(7)	(20)	(21)
Net income/(loss)			$ (3)		14	$ 1	50
Northern Border
Investments in unconsolidated affiliates
Ownership interest at the end of the period (as a percent)			50.00%			50.00%
Equity Earnings/(Losses) from Unconsolidated Affiliates			$ 17		18	$ 48	54
Undistributed earnings						0	0
Investments in Unconsolidated Affiliates			495			$ 495		512
Amortization period of transaction fee						12 years
Transaction fee						$ 10
Additional ownership interest acquired (as a percent)									20.00%
Assets
Cash and cash equivalents			29			29		28
Other current assets			33			33		35
Plant, property and equipment, net			1,205			1,205		1,234
Other assets			31			31		31
Assets, total			1,298			1,298		1,328
LIABILITIES AND PARTNERS' EQUITY
Current liabilities			54			54		53
Deferred credits and other			19			19		16
Long-term debt, including current maturities			473			473		473
Partners' equity
Partners' equity			754			754		789
Accumulated other comprehensive loss			(2)			(2)		(3)
Liabilities and Equity, total			1,298			1,298		$ 1,328
Revenues (expenses)
Transmission revenues			72		78	213	232
Operating expenses			(18)		(21)	(56)	(57)
Depreciation			(15)		(16)	(44)	(48)
Financial charges and other			(6)		(5)	(17)	(18)
Net income/(loss)			$ 33		$ 36	$ 96	$ 109
Reduction in current transportation rates (as a percent)		11.00%

ACQUISITION (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended	3 Months Ended	9 Months Ended
	Jul. 02, 2013	May 22, 2013	Jul. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	May 03, 2011
General Partner
Asset acquisition
General partner ownership interest in the partnership (as a percent)		2.00%			2.00%
Common Units
Asset acquisition
Units sold in public offering		8,855,000			8,800,000
Price per common unit in public offering		$ 43.85
Net proceeds from issuance of common units		$ 373			$ 373
Recorded purchase price
Excess purchase price over net assets acquired					(244)
General Partner
Asset acquisition
Capital contribution		$ 8			8
Senior Credit Facility
Asset acquisition
Maximum borrowing capacity	$ 500				500
Term loans
Asset acquisition
Borrowings under the facility	500
Maximum borrowing capacity	500
GTN and Bison \| Former parent, TransCanada Subsidiaries \| Transaction between entities under common control
Asset acquisition
Purchase price	1,050
Closing adjustments for working capital			$ 17
Cash paid	921
Contingent consideration	25
Recorded purchase price
Current assets	67
Property, plant and equipment, net	1,792
Other assets	1
Current liabilities	(20)
Other liabilities	(21)
Long-term debt	(325)
Net assets acquired	1,494
Non-controlling interest	(448)
Carrying value of pre-existing 25% interest in each of GTN and Bison	(374)
Carrying value of acquired 45% interest in each of GTN and Bison	(672)
Excess purchase price over net assets acquired	249
Cash consideration	$ 921
Increase in the net income attributable to common units resulting from retrospective consolidation				$ 13	$ 26	$ 41
GTN \| Former parent, TransCanada Subsidiaries \| Transaction between entities under common control
Asset acquisition
Interest acquired by the Partnership (as a percent)	45.00%
Purchase price	$ 750
Acquired debt	146
Recorded purchase price
Excess purchase price over net assets acquired	$ 237
Pre-existing interest acquired by the partnership (as a percent)	25.00%
Bison \| Former parent, TransCanada Subsidiaries
Asset acquisition
Interest acquired by the Partnership (as a percent)							25.00%
Bison \| Former parent, TransCanada Subsidiaries \| Transaction between entities under common control
Asset acquisition
Interest acquired by the Partnership (as a percent)	45.00%
Purchase price	$ 300
Recorded purchase price
Excess purchase price over net assets acquired	$ 12
Pre-existing interest acquired by the partnership (as a percent)	25.00%

CREDIT FACILITIES AND LONG-TERM DEBT (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	Jul. 02, 2013	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Credit facility and long-term debt
Total long-term debt		$ 1,551		$ 1,551		$ 1,013
Less: current portion of long-term debt		3		3		3
Long-term debt		1,548		1,548		1,010
Senior Credit Facility due 2017
Credit facility and long-term debt
Total long-term debt		$ 350		$ 350		$ 312
Senior Credit Facility due 2017 \| LIBOR
Credit facility and long-term debt
Variable rate basis		LIBOR	LIBOR	LIBOR	LIBOR
Debt average interest rate (as a percent)		1.44%	1.62%	1.45%	1.63%
Debt interest rate at end of period (as a percent)		1.44%		1.44%		1.47%
Senior revolving credit facility
Credit facility and long-term debt
Maximum borrowing capacity	$ 500	$ 500		$ 500
Amount outstanding under credit facility		350		350		$ 312
Remaining borrowing capacity		150		150
Term Loan Facility due 2018
Credit facility and long-term debt
Total long-term debt		$ 500		$ 500
Maximum borrowing capacity	500
Borrowings under the facility	$ 500
Term of the facility	5 years
Term Loan LIBOR borrowings \| LIBOR
Credit facility and long-term debt
Variable rate basis	LIBOR	LIBOR
Debt average interest rate (as a percent)		1.44%
Debt average interest rate, after hedging activity (as a percent)		1.56%
Debt interest rate at end of period (as a percent)		1.44%		1.44%
Term Loan LIBOR borrowings \| LIBOR \| Minimum
Credit facility and long-term debt
Basis spread on variable rate (as a percent)	1.125%
Term Loan LIBOR borrowings \| LIBOR \| Maximum
Credit facility and long-term debt
Basis spread on variable rate (as a percent)	2.00%
Term Loan base rate borrowings \| LIBOR
Credit facility and long-term debt
Variable rate basis	one-month LIBOR
Basis spread on variable rate (as a percent)	1.00%
Term Loan base rate borrowings \| Base rate
Credit facility and long-term debt
Variable rate basis	Lender prime rate, federal funds rate or one-month LIBOR
Term Loan base rate borrowings \| Base rate \| Minimum
Credit facility and long-term debt
Basis spread on variable rate (as a percent)	0.125%
Term Loan base rate borrowings \| Base rate \| Maximum
Credit facility and long-term debt
Basis spread on variable rate (as a percent)	1.00%
Term Loan base rate borrowings \| Prime rate
Credit facility and long-term debt
Variable rate basis	Prime rate
Term Loan base rate borrowings \| Federal funds rate
Credit facility and long-term debt
Variable rate basis	Federal funds rate
Basis spread on variable rate (as a percent)	0.50%
4.65% Unsecured Senior Notes due 2021
Credit facility and long-term debt
Stated interest rate (as a percent)		4.65%		4.65%		4.65%
Total long-term debt		$ 349		$ 349		$ 349
5.09% Unsecured Senior Notes due 2015
Credit facility and long-term debt
Stated interest rate (as a percent)		5.09%		5.09%		5.09%
Total long-term debt		$ 75		$ 75		$ 75
5.29% Unsecured Senior Notes due 2020
Credit facility and long-term debt
Stated interest rate (as a percent)		5.29%		5.29%		5.29%
Total long-term debt		$ 100		$ 100		$ 100
5.69% Unsecured Senior Notes due 2035
Credit facility and long-term debt
Stated interest rate (as a percent)		5.69%		5.69%		5.69%
Total long-term debt		$ 150		$ 150		$ 150
3.82% Series D Senior Notes due 2017
Credit facility and long-term debt
Stated interest rate (as a percent)		3.82%		3.82%		3.82%
Total long-term debt		$ 27		$ 27		$ 27

CREDIT FACILITIES AND LONG-TERM DEBT (Details 2) - USD ($) $ in Millions	Sep. 30, 2013	Dec. 31, 2012
Principal repayments required on the long-term debt
2013	$ 3
2014	4
2015	79
2016	4
2017	362
Thereafter	1,099
Total long-term debt	$ 1,551	$ 1,013

OTHER LIABILITIES (Details) - USD ($) $ in Millions	Sep. 30, 2013	Dec. 31, 2012
OTHER LIABILITIES
Regulatory liabilities	$ 23	$ 20
Fair value of derivative contracts	1
Other liabilities	1	1
Other liabilities, total	$ 25	$ 21

Fair values as of the balance sheet date of all liabilities resulting from contracts that meet the criteria of being accounted for as derivative instruments, and which are expected to be extinguished or otherwise disposed of after one year or beyond the normal operating cycle, if longer, net of the effects of master netting arrangements.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 45
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41228-113958

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13495-108611

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 45
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41271-113958

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 4, 17
-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 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Section A
-Paragraph 7
-Chapter 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.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FIN39-1
-Paragraph 10A, 10B
-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 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-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.

PARTNERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Millions			9 Months Ended	12 Months Ended
	Jul. 22, 2013	May 22, 2013	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	May 03, 2011
Partners' Equity
Number of common units owned			62,300,000		53,500,000
Amount received from TransCanada subsidiary as a post-closing construction expenditures adjustment			$ 1
Bison \| Former parent, TransCanada Subsidiaries
Partners' Equity
Amount received from TransCanada subsidiary as a post-closing construction expenditures adjustment	$ 1
Interest acquired by the Partnership (as a percent)						25.00%
Common Units
Public offering
Units sold in public offering		8,855,000	8,800,000
Units sold in public offering pursuant to exercise of underwriters' option		1,155,000
Price per common unit in public offering		$ 43.85
Gross proceeds from public offering of common units		$ 388
Net proceeds from public offering of common units		373	$ 373
General Partner
Partners' Equity
Capital contribution		$ 8	$ 8
Limited Partners
Partners' Equity
Aggregate ownership interest in the Partnership (as a percent)			98.00%
Number of common units owned			62,327,766	53,472,766
General Partner
Partners' Equity
General partner ownership interest in the partnership (as a percent)		2.00%	2.00%
Aggregate ownership interest in the Partnership (as a percent)			11.10%	12.60%
Number of common units owned			5,797,106
TransCanada Corporation
Partners' Equity
Number of common units owned			11,287,725

NET INCOME PER COMMON UNIT (Details) shares in Millions, $ in Millions		3 Months Ended		9 Months Ended
	May 22, 2013	Sep. 30, 2013 USD ($) $ / shares shares	Sep. 30, 2012 USD ($) $ / shares shares	Sep. 30, 2013 USD ($) $ / shares shares	Sep. 30, 2012 USD ($) $ / shares shares
Common units and interest in the partnership
Net income attributable to controlling interests		$ 37	$ 48	$ 114	$ 148
Net income allocated to General Partner		(1)	(1)	(2)	(3)
Net income allocated to common units		$ 36	$ 47	$ 112	$ 145
Weighted average common units outstanding (millions) - basic (in units) \| shares		62.3	53.5	57.8	53.5
Weighted average common units outstanding (millions) - diluted (in units) \| shares		62.3	53.5	57.8	53.5
Net income per common unit - basic (in dollars per unit) \| $ / shares		0.58	0.88	1.94	2.71
Net income per common unit - diluted (in dollars per unit) \| $ / shares		0.58	0.88	1.94	2.71
General Partner
Common units and interest in the partnership
Additional percentage investment held by General Partner	2.00%			2.00%

CASH DISTRIBUTIONS (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
CASH DISTRIBUTIONS
Cash distributions (in dollars per unit)	$ 0.81	$ 0.78	$ 2.37	$ 2.32
Cash distribution	$ 52	$ 43	$ 137	$ 127
General Partner
Incentive distributions
Incentive distributions	$ 0	$ 0	$ 0	$ 0

CHANGE IN OPERATING WORKING CAPITAL (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
CHANGE IN OPERATING WORKING CAPITAL
Change in accounts receivable and other	$ 5	$ 7
Change in accounts payable and accrued liabilities	(2)	(3)
Change in accounts payable to affiliates	(2)	(1)
Change in accrued interest	10	10
Change in operating working capital	$ 11	$ 13

TRANSACTIONS WITH MAJOR CUSTOMERS (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Transactions with major customers
Revenues	$ 85	$ 84	$ 253	$ 256
Total revenues \| Customer concentration risk \| Anadarko Energy Services Company
Transactions with major customers
Revenues	12	12	36	36
Total revenues \| Customer concentration risk \| Pacific Gas and Electric Company
Transactions with major customers
Revenues	$ 11	$ 12	$ 35	$ 35

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions	3 Months Ended				9 Months Ended
	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Costs charged to the pipeline system and amounts payable
Demand loan receivable from affiliate	$ 45				$ 45		$ 21
Demand loan payable to affiliate							15
GTN and Bison
Costs charged to the pipeline system and amounts payable
Demand loan receivable from affiliate	45				45		21
Demand loan payable to affiliate							15
Bison
Costs charged to the pipeline system and amounts payable
Total cash call issued to fund debt repayment		$ 24
Great Lakes
Costs charged to the pipeline system and amounts payable
Total cash call issued to fund debt repayment			$ 9
General Partner
Costs charged to the pipeline system and amounts payable
Costs charged by TransCanada and its affiliates	1			$ 1	3	$ 2
TransCanada Corporation \| GTN
Costs charged to the pipeline system and amounts payable
Costs charged by TransCanada and its affiliates	7			7	21	21
Impact on the Partnership's net income	5			2	14	5
Amounts payable to TransCanada and its affiliates	3				$ 3		3
Percentage of capital and operating costs charged by TransCanada's subsidiaries					100.00%
TransCanada Corporation \| Bison
Costs charged to the pipeline system and amounts payable
Costs charged by TransCanada and its affiliates	1			1	$ 4	4
Impact on the Partnership's net income	1				$ 3	1
Amounts payable to TransCanada and its affiliates							1
Percentage of capital and operating costs charged by TransCanada's subsidiaries					100.00%
TransCanada Corporation \| North Baja
Costs charged to the pipeline system and amounts payable
Costs charged by TransCanada and its affiliates	1			1	$ 3	3
Impact on the Partnership's net income	1			1	3	3
Amounts payable to TransCanada and its affiliates							1
TransCanada Corporation \| Tuscarora
Costs charged to the pipeline system and amounts payable
Costs charged by TransCanada and its affiliates	1			1	3	3
Impact on the Partnership's net income	1			1	3	3
Amounts payable to TransCanada and its affiliates							1
TransCanada Corporation \| Great Lakes
Costs charged to the pipeline system and amounts payable
Costs charged by TransCanada and its affiliates	7			8	23	24
Impact on the Partnership's net income	3			4	10	11
Amounts payable to TransCanada and its affiliates	2				$ 2		4
Percentage of capital and operating costs charged by TransCanada's subsidiaries					100.00%
Transportation revenues from TransCanada and its affiliates	$ 14			$ 17	$ 49	$ 58
Percentage of transportation revenues to total revenues	54.00%			37.00%	54.00%	41.00%
Affiliated rental revenue	$ 1			$ 1	$ 1	$ 1
Revenue from TransCanada and its affiliates included in the Partnership's equity earnings from Great Lakes	7			8	23	27
Great Lakes' receivables for transportation contracts with TransCanada and its affiliates	5				5		10
TransCanada Corporation \| Northern Border
Costs charged to the pipeline system and amounts payable
Costs charged by TransCanada and its affiliates	7			7	21	22
Impact on the Partnership's net income	3			$ 3	10	$ 10
Amounts payable to TransCanada and its affiliates	$ 3				$ 3		$ 4
Percentage of capital and operating costs charged by TransCanada's subsidiaries					100.00%
Former parent, TransCanada Subsidiaries \| Bison
Costs charged to the pipeline system and amounts payable
Capital contribution		$ 18
Ownership interest		75.00%

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions	Sep. 30, 2013	Dec. 31, 2012
4.65% Senior Notes due 2021
Financial Instruments
Stated interest rate (as a percent)	4.65%	4.65%
5.09% Unsecured Senior Notes due 2015
Financial Instruments
Stated interest rate (as a percent)	5.09%	5.09%
5.29% Unsecured Senior Notes due 2020
Financial Instruments
Stated interest rate (as a percent)	5.29%	5.29%
5.69% Unsecured Senior Notes due 2035
Financial Instruments
Stated interest rate (as a percent)	5.69%	5.69%
3.82% Series D Senior Notes due 2017
Financial Instruments
Stated interest rate (as a percent)	3.82%	3.82%
Carrying Value
Financial Instruments
Long-term debt	$ 1,551	$ 1,013
Carrying Value \| Senior Credit Facility due 2017
Financial Instruments
Long-term debt	350	312
Carrying Value \| Term Loan Facility due 2018
Financial Instruments
Long-term debt	500
Carrying Value \| 4.65% Senior Notes due 2021
Financial Instruments
Long-term debt	349	349
Carrying Value \| 5.09% Unsecured Senior Notes due 2015
Financial Instruments
Long-term debt	75	75
Carrying Value \| 5.29% Unsecured Senior Notes due 2020
Financial Instruments
Long-term debt	100	100
Carrying Value \| 5.69% Unsecured Senior Notes due 2035
Financial Instruments
Long-term debt	150	150
Carrying Value \| 3.82% Series D Senior Notes due 2017
Financial Instruments
Long-term debt	27	27
Fair Value \| Level 2
Financial Instruments
Long-term debt	1,598	1,121
Fair Value \| Level 2 \| Senior Credit Facility due 2017
Financial Instruments
Long-term debt	350	312
Fair Value \| Level 2 \| Term Loan Facility due 2018
Financial Instruments
Long-term debt	500
Fair Value \| Level 2 \| 4.65% Senior Notes due 2021
Financial Instruments
Long-term debt	353	372
Fair Value \| Level 2 \| 5.09% Unsecured Senior Notes due 2015
Financial Instruments
Long-term debt	80	83
Fair Value \| Level 2 \| 5.29% Unsecured Senior Notes due 2020
Financial Instruments
Long-term debt	114	123
Fair Value \| Level 2 \| 5.69% Unsecured Senior Notes due 2035
Financial Instruments
Long-term debt	172	201
Fair Value \| Level 2 \| 3.82% Series D Senior Notes due 2017
Financial Instruments
Long-term debt	$ 29	$ 30

FAIR VALUE MEASUREMENTS (Details 2) $ in Millions	3 Months Ended	9 Months Ended
FAIR VALUE MEASUREMENTS (Details 2) $ in Millions	Sep. 30, 2013 USD ($)	Sep. 30, 2013 USD ($)
Interest rate derivatives
Fair value of derivative contracts	$ (1)	$ (1)
Interest rate swaps from September 3, 2013 through July 1, 2018 \| Term Loan Facility
Interest rate derivatives
Amount of variable-rate Term Loan Facility	$ 150	$ 150
Weighted average fixed interest rate paid (as a percent)	2.79%	2.79%
Hedges of cash flows \| Interest rate swaps
Interest rate derivatives
Fair value of interest rate derivative instruments recognized in other comprehensive income	$ 1	$ 1
Designated as hedge \| Interest rate swaps from September 3, 2013 through July 1, 2018
Interest rate derivatives
Notional amount	150	150
Designated as hedge \| Interest rate swaps \| Other long-term liability
Interest rate derivatives
Fair value of derivative contracts	$ 1	$ 1

ACCOUNTS RECEIVABLE AND OTHER (Details) - USD ($) $ in Millions	Sep. 30, 2013	Dec. 31, 2012
ACCOUNTS RECEIVABLE AND OTHER
Trade accounts receivable, net of allowance of nil	$ 29	$ 31
Accounts receivable from affiliates	1	1
Other	3	6
Accounts receivable and other	$ 33	$ 38

Amount of receivables arising from transactions with related parties due within one year or the normal operating cycle, if longer.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.3(a)(2))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k)(1))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph k
-Subparagraph 1
-Article 4

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 2
-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.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 3
-Subparagraph a
-Article 5