NOTE 15 CASH DISTRIBUTIONS

The Partnership makes cash distributions to its partners with respect to each calendar quarter within 45 days after the end of each quarter. Distributions are based on Available Cash, as defined in the Partnership Agreement, which includes all cash and cash equivalents of the Partnership and working capital borrowings less reserves established by the General Partner.

Pursuant to the Partnership Agreement, the General Partner receives two percent of all cash distributions in regard to its general partner interest and is also entitled to incentive distributions as described below. The unitholders receive the remaining portion of the cash distribution.

The following table illustrates the percentage allocations of available cash from operating surplus between the common unitholders and our General Partner after providing for Class B distributions based on the specified target distribution levels. The percentage interests set forth below for our General Partner include its IDRs and effective two percent general partner interest through December 31, 2018 and two percent general partner interest thereafter and assume our General Partner has contributed any additional capital necessary to maintain its two percent general partner interest. The percentage interest distributions to the General Partner illustrated below that are in excess of its two percent general partner interest represent the IDRs.


		Marginal Percentage
		Interest in Distribution
	Total Quarterly Distribution	Common		General
	Per Unit Target Amount	Unitholders		Partner
Minimum Quarterly Distribution	$0.45	98	%	2	%
First Target Distribution	above $0.45 up to $0.81	98	%	2	%
Second Target Distribution	above $0.81 up to $0.88	85	%	15	%
Thereafter	above $0.88	75	%	25	%

The following table provides information about our distributions (in millions, except per unit distributions amounts).


				Limited Partners				General Partner
		Per Unit		Common		Class B						Total Cash
Declaration Date	Payment Date	Distribution		Units		Units (b)		2%		IDRs (a)		Distribution
1/21/2016	2/12/2016	$	0.89	$	57	$	12	$	1	$	1	$	71
4/21/2016	5/13/2016	$	0.89	$	58	$	—	$	1	$	1	$	60
7/21/2016	8/12/2016	$	0.94	$	62	$	—	$	1	$	2	$	65
10/20/2016	11/14/2016	$	0.94	$	63	$	—	$	1	$	2	$	66
1/23/2017	2/14/2017	$	0.94	$	64	$	22	$	2	$	2	$	90
4/25/2017	5/15/2017	$	0.94	$	65	$	—	$	1	$	2	$	68
7/20/2017	8/11/2017	$	1.00	$	69	$	—	$	2	$	3	$	74
10/24/2017	11/14/2017	$	1.00	$	70	$	—	$	1	$	3	$	74
1/23/2018	2/13/2018	$	1.00	$	71	$	15	$	2	$	3	$	91
5/1/2018	5/15/2018	$	0.65	$	46	$	—	$	1	$	—	$	47
7/26/2018	8/15/2018	$	0.65	$	46	$	—	$	1	$	—	$	47
10/23/2018	11/14/2018	$	0.65	$	46	$	—	$	1	$	—	$	47
1/22/2019 (c)	2/11/2019 (c)	$	0.65	$	46	$	13	$	1	$	—	$	60

^(a)

The distributions paid during the year ended December 31, 2018 included incentive distributions to the General Partner of $3 million (2017 - $10 million, 2016 - $6 million).

^(b)

The Class B units issued by us on April 1, 2015 represent limited partner interests in us and entitle TransCanada to an annual distribution which is an amount based on 30 percent of GTN’s annual distributions after exceeding certain annual thresholds and adjustments (refer to Note 11)

^(c)

On February 11, 2019, we paid a cash distribution of $0.65 per unit on our outstanding common units to unitholders of record at the close of business on February 1, 2019 (refer to Note 25).