NewsRelease TC PipeLines, LP Annunces 2017 First Quarter Financial Results and Agreement t Acquire Interests in Irquis and PNGTS Hustn, Texas May 4, 2017 TC PipeLines, LP (NYSE: TCP) (the Partnership) tday reprted first quarter 2017 net incme attributable t cntrlling interests f $75 millin and distributable cash flw f $92 millin. The Partnership s assets cntinued their slid perfrmance during the first quarter f 2017, said Brandn Andersn, President f TC PipeLines, LP, Inc. Our pipelines reliably served their markets with natural gas t heat hmes and prvide pwer during the recent winter perid. This was reflected in ur stable cash flw and earnings, prviding nging value t ur unithlders. We have als reached agreements t purchase a 49.3 percent interest in the Irquis Gas Transmissin System, LP frm TransCanada tgether with TransCanada s remaining 11.8 percent interest in PNGTS fr a ttal price f $765 millin, added Andersn. This accretive transactin underscres ur ability t assist TransCanada in financing its large capital prgram n a cst cmpetitive basis. Based n the anticipated increased cash flw fllwing this acquisitin, we expect t again recmmend a six percent increase in ur distributin in July. We believe that this and future drpdwns will underpin ur grwth in the years t cme and prvide ur unithlders with a cntinued surce f lng-term, stable cash flw. First Quarter Highlights (All financial figures are unaudited) Agreed t purchase a 49.3 percent interest in Irquis Gas Transmissin System (Irquis) and remaining 11.8 percent interest in Prtland Natural Gas Transmissin System (PNGTS) frm TransCanada fr $765 millin Generated net incme attributable t cntrlling interests f $75 millin Paid cash distributins f $90 millin including $22 millin paid t Class B units Declared cash distributins f $0.94 per cmmn unit Generated distributable cash flw f $92 millin Raised net prceeds f apprximately $71 millin in cmmn equity thrugh the Partnership s At-the-Market (ATM) equity issuance prgram and thrugh a General Partner cntributin The Partnership s financial highlights fr the first quarter f 2017 cmpared t the same perid f 2016 were: Three mnths ended (unaudited) March 31, (millins f dllars, except per cmmn unit amunts) 2017 2016 Net incme 75 73 Net incme attributable t cntrlling interests 75 73 Net incme per cmmn unit basic and diluted (a) $1.05 $1.10 Cash distributins paid (68) (60) Class B distributin paid (22) (12) Cash distributin declared per cmmn unit $0.94 $0.89 Earnings befre interest, taxes, depreciatin and amrtizatin (EBITDA) (b) 113 111 Distributable cash flw (b) 92 95 Weighted average cmmn units utstanding basic and diluted 68.3 64.4 (millins) (c) Cmmn units utstanding, end f perid (millins) (c) 68.6 64.7
(a) (b) Net incme per cmmn unit is cmputed by dividing net incme attributable t cntrlling interests, after deductin f amunts attributable t the General Partner and Class B units, by the weighted average number f cmmn units utstanding. Refer t Financial Summary-Cnslidated Statements f Incme sectin f this release. Distributable cash flw and EBITDA are nn-gaap financial measures. Refer t the descriptin f these nn-gaap financial measures in the sectin f this release entitled Nn-GAAP Measures and the Supplemental Schedule fr further detail. (c) Under the ATM prgram, the Partnership issued 1,197,749 units during the perid ended March 31, 2017. Recent Business Develpments Cash Distributins On April 25, 2017, the bard f directrs f ur General Partner declared the Partnership s first quarter 2017 cash distributin in the amunt f $0.94 per cmmn unit payable n May 15, 2017 t unithlders f recrd as f May 5, 2017. The declared distributin t ur General Partner will include a $1 millin distributin fr its effective tw percent general partner interest and an incentive distributin rights (IDRs) payment amunting t $2 millin fr a ttal first quarter 2017 distributin f $3 millin. Great Lakes Rate Case - Great Lakes is required t file a new sectin 4 rate case with rates effective n later than January 1, 2018 as part f the settlement agreement with custmers apprved n Nvember 2013. On March 31, 2017, Great Lakes submitted a General Sectin 4 Rate Filing and Tariff Changes with FERC. The rates prpsed in the filing will be effective n Octber 1, 2017, subject t refund, if alternate reslutin t the prceeding is nt reached prir t that date. Great Lakes has initiated custmer discussins regarding the details f the filing and will seek t achieve a mutually beneficial reslutin thrugh settlement with its custmers. 2017 Acquisitin On May 3, 2017, the Partnership entered int agreements t purchase frm subsidiaries f TransCanada a 49.34 percent interest in Irquis, including a future ptin t acquire a further 0.66 percent in Irquis, tgether with an additinal 11.81 percent interest in PNGTS resulting in the Partnership wning a 61.71 percent interest in PNGTS (2017 Acquisitin). The ttal purchase price f the 2017 Acquisitin is $765 millin cmprised f $597 millin in cash and the assumptin f a ttal $168 millin f prprtinal Irquis and PNGTS debt. The Partnership expects t fund the cash prtin f the transactin thrugh a cmbinatin f debt and equity issuances including prceeds frm ur ATM Prgram and brrwing under ur Senir Credit Facility. The transactin is expected t clse mid-2017. The Irquis pipeline transprts natural gas under lng-term cntracts and extends frm the TransCanada Mainline system at the U.S. brder near Waddingtn, New Yrk t markets in the U.S. nrtheast, including New Yrk City, Lng Island and Cnnecticut. Irquis is currently jintly wned by affiliates f TransCanada Crpratin and Dminin Resurces, Inc. via a jint venture. Bth the Irquis and PNGTS pipelines are critical natural gas infrastructure systems in the Nrtheast U.S. market and the additin f Irquis t the Partnership s asset prtfli will further diversify its cash flw. The transactin was apprved by the Bard f Directrs f the General Partner based n apprval and recmmendatin frm the Bard s Cnflicts Cmmittee, which is cmprised entirely f independent directrs. In cnnectin with the transactin, Evercre served as independent financial advisr t the Cnflicts Cmmittee. Latham & Watkins served as legal cunsel t the Cnflicts Cmmittee and Vinsn & Elkins served as legal cunsel t the Partnership. Wd Mackenzie served as cmmercial and market advisr t the Cnflicts Cmmittee. Page 2 2
Page 3 Results f Operatins Fr the three mnths ended March 31, 2017, ur net incme attributable t cntrlling interests and EBITDA each increased by $2 millin cmpared t the same perid in 2016. The increase was the result f higher revenues n GTN partially ffset by an increase in GTN s peratinal csts. Distributable cash flw decreased by $3 millin in the first quarter f 2017 cmpared t the same perid in 2016 primarily due t higher maintenance capital expenditures, the majrity f which related t majr cmpressin equipment verhauls n GTN s pipeline systems. Cash Flw Analysis The Partnership s net cash prvided by perating activities decreased by $10 millin fr the three mnths ended March 31, 2017 cmpared t the same perid in 2016 primarily due t lwer distributins frm Great Lakes in 2017. Distributins received in the first quarter f 2016 frm Great Lakes were higher than n a run-rate basis due t the reslutin f certain regulatry prceedings in the furth quarter f 2015 which inflated its results during that perid and resulted in higher cash flw which was paid t the Partnership in the first quarter f 2016 and nt applicable in the first quarter f 2017 (see ur Annual Reprt n the Frm 10-K fr the year ending December 31, 2016). Net cash used in investing activities decreased by $197 millin in the three mnths ended March 31, 2017 cmpared t the same perid in 2016. On January 1, 2016, we invested $193 millin t acquire a 49.9 percent interest in PNGTS and there were n large capital expenditures in the three mnths ended March 31, 2017. The Partnership s net cash prvided by financing activities decreased by $186 millin in the three mnths ended March 31, 2017 cmpared t the same perid in 2016 primarily due t the net effect f: $195 millin decrease in issuances f debt; $25 millin increase in debt repayments; $52 millin increase in ATM equity issuances; $8 millin increase in distributins paid t ur cmmn units including ur General Partner s effective tw percent share and its related IDRs; and $10 millin increase in distributins paid t Class B units. At March 31, 2017, the Partnership s available brrwing capacity under its $500 millin credit facility was $390 millin. Nn-GAAP Financial Measures The fllwing nn-gaap financial measures are presented as a supplement t ur financial statements: EBITDA Ttal distributable cash flw Distributable cash flw EBITDA is an apprximate measure f ur perating cash flw during the current earnings perid and recnciles directly t the net incme amunt presented. It measures ur earnings befre deducting interest, depreciatin and amrtizatin and net incme attributable t nn-cntrlling interests and includes earnings frm ur equity investments. Ttal distributable cash flw and distributable cash flw prvide measures f distributable cash generated during the current earnings perid and recncile directly t the net incme amunts presented. 3
Page 4 Ttal distributable cash flw includes EBITDA plus: Distributins frm ur equity investments less: Earnings frm ur equity investments, Equity allwance fr funds used during cnstructin (Equity AFUDC), Interest expense, Distributins t nn-cntrlling interests, and Maintenance capital expenditures frm cnslidated subsidiaries. Distributable cash flw is cmputed net f distributins declared t the General Partner and distributins allcable t Class B units. Distributins declared t the General Partner are based n its effective tw percent interest plus an amunt equal t incentive distributins. Distributins allcable t the Class B units equal 30 percent f GTN s distributable cash flw fr the year ended December 31, 2017 less $20 millin (2016 - less $20 millin). The nn-gaap financial measures described abve are perfrmance measures presented t assist investrs in evaluating ur business perfrmance. We believe these measures prvide additinal meaningful infrmatin in evaluating ur financial perfrmance and cash generating capacity. The nn-gaap financial measures presented as part f this release are prvided as a supplement t GAAP financial results and are nt meant t be cnsidered in islatin r as substitutes fr financial infrmatin prepared in accrdance with GAAP. Additinally, these measures as presented may nt be cmparable t similarly titled measures f ther cmpanies. Fr a recnciliatin f these nn-gaap financial measures t GAAP measures, please see the table captined "Recnciliatin f Net incme t Distributable Cash Flw included at the end f this release. Cnference Call Members f the investment cmmunity and ther interested parties are invited t participate in a telecnference by calling 800.478.9326 n Thursday, May 4, 2017 at 10:00 a.m. central time (CDT)/11:00 a.m. eastern time (EDT). Brandn Andersn, President f the General Partner, will discuss the first quarter financial results and prvide an update n the Partnership s business, fllwed by a questin and answer sessin. Please dial in 10 minutes prir t the start f the call. N pass cde is required. A live webcast f the cnference call will als be available thrugh the Partnership s website at www.tcpipelineslp.cm. Slides fr the presentatin will be psted n the Partnership s website under Events and Presentatins prir t the webcast. A replay f the telecnference will als be available tw hurs after the cnclusin f the call and until 11 p.m. (CDT) and midnight (EDT) n May 11, 2017, by calling 800.408.3053, then entering pass cde 8298744. Abut TC PipeLines, LP TC PipeLines, LP is a Delaware master limited partnership with interests in seven federally regulated U.S. interstate natural gas pipelines which serve markets in the Western, Midwestern and Eastern United States. The Partnership is managed by its general partner, TC PipeLines GP, Inc., a subsidiary f TransCanada Crpratin (NYSE: TRP). Fr mre infrmatin abut TC PipeLines, LP, visit the Partnership s website at www.tcpipelineslp.cm. 4
Page 5 Frward-Lking Statements Certain nn-histrical statements in this release relating t future plans, prjectins, events r cnditins are intended t be frward-lking statements within the meaning f Sectin 27A f the Securities Act f 1933 and Sectin 21E f the Securities Exchange Act f 1934. These statements are based n current expectatins and, therefre, subject t a variety f risks and uncertainties that culd cause actual results t differ materially frm the prjectins, anticipated results r ther expectatins expressed in this release, including, withut limitatin t csts f cmpliance with newly enacted regulatins, the timing, terms and clsing f future acquisitins f additinal natural gas pipeline assets and the ability f these assets t generate nging value t ur unithlders, impact f ptential impairment charges, ptential f claims fr rescissin in cnnectin with certain sales under ur ATM prgram, decreases in demand n ur pipeline systems, increases in perating and cmpliance csts, the utcme f rate prceedings, the impact f recently issued and future accunting updates and ther changes in accunting plicies, ur ability t identify and cmplete expansin and grwth pprtunities, perating hazards beynd ur cntrl, disruptin in the debt and equity markets that negatively impacts the Partnership s ability t finance its capital spending. These and ther factrs that culd cause future results t differ materially frm thse anticipated are discussed in Item 1A in ur Annual Reprt n Frm 10-K fr the year-ended December 31, 2016 filed with the Securities and Exchange Cmmissin (the SEC), as updated and supplemented by subsequent filings with the SEC. All frward-lking statements are made nly as f the date made and except as required by applicable law, we undertake n bligatin t update any frwardlking statements t reflect new infrmatin, subsequent events r ther changes. Media Inquiries: Mark Cper/James Millar 403.920.7859 r 800.608.7859 Unithlder and Analyst Inquiries: Rhnda Amundsn 877.290.2772 investr_relatins@tcpipelineslp.cm 30 5
Page 6 Cnslidated Statements f Incme TC PipeLines, LP Financial Summary Three mnths ended (unaudited) March 31, (millins f dllars, except per cmmn unit amunts) 2017 2016 Transmissin revenues 89 86 Equity earnings 43 42 Operatin and maintenance expenses (12) (10) Prperty taxes (5) (5) General and administrative (2) (2) Depreciatin (22) (21) Financial charges and ther (16) (17) Net incme 75 73 Net incme attributable t cntrlling interests 75 73 Net incme attributable t cntrlling interest allcatin Cmmn units 72 71 General Partner 3 2 75 73 Net incme per cmmn unit basic and diluted (a) $1.05 $1.10 Weighted average cmmn units utstanding basic and diluted (millins) 68.3 64.4 Cmmn units utstanding, end f perid (millins) 68.6 64.7 (a) Net incme per cmmn unit is cmputed by dividing net incme attributable t cntrlling interests, after deductin f amunts attributable t the General Partner and Class B units, by the weighted average number f cmmn units utstanding. The amunt allcable t the General Partner equals an amunt based upn the General Partner s effective tw percent general partner interest, plus an amunt equal t incentive distributins. Fr the year ended December 31, 2017, the amunt allcable t the Class B units is equal t 30 percent f GTN s annual distributable cash flw, less the threshld amunt f $20 millin (2016 - $20 millin). During the three mnths ended March 31, 2017 and 2016, n amunts were allcated t the Class B units as the annual threshld f $20 millin have nt been exceeded. 6
Page 7 TC PipeLines, LP Financial Summary Cnslidated Balance Sheets (unaudited) (millins f dllars) March 31, 2017 December 31, 2016 ASSETS Current Assets Cash and cash equivalents 60 50 Accunts receivable and ther 34 37 Distributin receivable frm affiliate 2 3 Inventries 7 7 Other 4 5 107 102 Equity investments 1,062 1,044 Plant, prperty and equipment (Net f $914 accumulated depreciatin; 2016 - $892) 1,866 1,881 Gdwill 130 130 Other assets 1 1 3,166 3,158 LIABILITIES AND PARTNERS EQUITY Current Liabilities Accunts payable and accrued liabilities 24 27 Accunts payable t affiliates 6 7 Accrued interest 13 9 Current prtin f lng-term debt 23 23 66 66 Lng-term debt 1,786 1,835 Other liabilities 28 28 1,880 1,929 Cmmn units subject t rescissin (a) 64 83 Partners Equity Cmmn units 1,098 1,002 Class B units 95 117 General partner 28 27 Accumulated ther cmprehensive lss 1 - Cntrlling interests 1,222 1,146 3,166 3,158 (a) In cnnectin with the late filing f an emplyee-related Frm 8-K with the SEC, we may have been ineligible t use the then-effective shelf registratin statement upn the filing f ur 2015 Frm 10-K. As a result, it was determined that the 1.6 millin cmmn units that were issued frm March 8, 2016 t May 19, 2016, inclusive, under ur ATM prgram may have a rescissin right fr an amunt equal t the purchase price paid fr the units, plus statutry interest and less any distributins paid, upn the return f the units t us. N unithlder has claimed r attempted t exercise any rescissin rights t date and these rights expire ne year frm the date f purchase f the units. At December 31, 2016, $83 millin was recrded as Cmmn units subject t rescissin n the cnslidated balance sheet. This represents all f the 1.6 millin cmmn units sld under the ATM prgram frm March 8, 2016 t May 19, 2016, inclusive, which may be subject t rescissin rights. The separatin n the balance sheet places these units utside f equity given the ptential redemptin feature which is nt within the cntrl f the Partnership. 7
At March 31, 2017, $19 millin f the Cmmn units subject t rescissin n the cnslidated balance sheet was reclassified back t equity. The amunt reclassified represents the net prceeds received frm the 0.4 millin units sld frm March 8, 2016 up t and including March 31, 2016 as the rescissin rights attached t these units have expired. The residual amunt f cmmn units subject t rescissin as f March 31, 2017 was apprximately $64 millin which includes interest less distributins paid and includes ur General Partner s share t maintain its effective tw percent interest. Fr mre infrmatin, refer t ur 2016 Annual Reprt n Frm 10-K and ur Quarterly Reprt n Frm 10-Q fr the perid ended March 31, 2017 as filed with the SEC. Page 8 8
Page 9 TC PipeLines, LP Financial Summary Cnslidated Statement f Cash Flws Three mnths ended (unaudited) March 31, (millins f dllars) 2017 2016 Cash Generated Frm Operatins Net incme 75 73 Depreciatin 22 21 Amrtizatin f debt issue csts reprted as interest expense - 1 Equity earnings frm equity investments (a) (43) (42) Distributins received frm perating activities f equity investments (a) 31 41 Change in perating wrking capital 5 6 90 100 Investing Activities Investment in Great Lakes (4) (4) Acquisitin f PNGTS - (193) Capital expenditures (7) (11) (11) (208) Financing Activities Distributins paid (68) (60) Distributins paid t Class B units (22) (12) Cmmn unit issuance, net 71 - Cmmn unit issuance subject t rescissin, net - 19 Lng-term debt issued, net f discunt - 195 Lng-term debt repaid (50) (25) (69) 117 Increase/(decrease) in cash and cash equivalents 10 9 Cash and cash equivalents, beginning f perid 50 39 Cash and cash equivalents, end f perid 60 48 (a) In August 2016, the FASB issued ASU N. 2016-15 Statement f Cash Flws (Tpic 230): Classificatin f Certain Cash Receipts and Cash Payments, an amendment f previusly issued guidance, which intends t reduce diversity in practice as t hw certain transactins are classified in the statement f cash flws. The new guidance is effective January 1, 2018, hwever as early adptin is permitted, the Partnership elected t retrspectively apply this guidance effective December 31, 2016. The Partnership has elected t classify distributins received frm equity methd investees using the nature f distributins apprach as it is mre representative f the nature f the underlying activities f the investees that generated the distributins. As a result, certain cmparative perid distributins, received frm equity methd investees, amunting t $8 millin fr the three mnths ended March 31, 2016 have been reclassified frm investing activities t cash generated frm peratins in the cnslidated statement f cash flws. 9
TC PipeLines, LP Supplemental Schedule Nn-GAAP Measures Recnciliatins f Net incme t Distributable Cash Flw Three mnths ended (unaudited) March 31, (millins f dllars) 2017 2016 Net incme 75 73 Add: Interest expense 16 17 Depreciatin and amrtizatin 22 21 EBITDA 113 111 Add: Distributins frm equity investments (a) Nrthern Brder 20 23 Great Lakes 20 17 PNGTS (b) 5 6 45 46 Less: Equity earnings: Nrthern Brder (19) (18) Great Lakes (17) (15) PNGTS (b) (7) (9) (43) (42) Less: Interest expense (16) (17) Maintenance capital expenditures (c) (4) (1) Ttal Distributable Cash Flw 95 97 General Partner distributins declared (d) (3) (2) Distributins allcable t Class B units (e) - - Distributable Cash Flw 92 95 Page 10 10
Page 11 (a) (b) (c) (d) (e) Amunts are calculated in accrdance with the cash distributin plicies f each f ur equity investments. Distributins frm ur equity investments represent ur respective share f these entities quarterly distributable cash during the current reprting perid. Our equity investee PNGTS has $23 millin f senir secured ntes due in 2017, f which the Partnership s share is apprximately $11 millin. PNGTS debt repayments are nt funded with cash calls t its wners as PNGTS has histrically funded its scheduled debt repayments and ther cash needs such as tax payments, by adjusting its available cash fr distributin, which effectively reduces the net cash that we receive as distributins frm PNGTS. The distributin reprted frm PNGTS represents ur 49.9 percent share f distributins frm PNGTS available cash befre ur prprtinate share f the ttal debt repayment f PNGTS. The Partnership s maintenance capital expenditures include cash expenditures made t maintain, ver the lng term, the perating capacity, system integrity and reliability f ur pipeline assets. This amunt represents the Partnership s and its cnslidated subsidiaries maintenance capital expenditures and des nt include the Partnership s share f maintenance capital expenditures fr ur equity investments. Such amunts are reflected in Distributins frm equity investments as thse amunts are withheld by thse entities frm their quarterly distributable cash. Distributins declared t the General Partner fr the three mnths ended March 31, 2017 included an incentive distributin f apprximately $2 millin (2016 $1 millin). During the three mnths ended March 31, 2017, 30 percent f GTN s ttal eligible distributins was $10 millin (2016 - $11 millin), therefre, n distributins were allcated t the Class B units as the threshld level f $20 millin has nt been exceeded. Currently, we expect the 2017 threshld will be exceeded in the third quarter f 2017. 11