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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2019

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 conduct 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. For the three and nine months ended September 30, 2019 and 2018, total costs charged to the Partnership by the General Partner were $1 million and $3 million, respectively.

As operator of our pipelines, except Iroquois and a certain portion of the PNGTS facilities, TC Energy’s subsidiaries provide capital and operating services to our pipeline systems. TC Energy’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. Iroquois does not receive any capital and operating services from TC Energy (Refer to Note 5).

Capital and operating costs charged to our pipeline systems, except for Iroquois, for the three and nine months ended September 30, 2019 and 2018 by TC Energy’s subsidiaries and amounts payable to TC Energy’s subsidiaries at September 30, 2019 and December 31, 2018 are summarized in the following tables:


	Three months ended		Nine months ended
(unaudited)	September 30,		September 30,
(millions of dollars)	2019	2018	2019	2018
Capital and operating costs charged by TC Energy’s subsidiaries to:
Great Lakes ^(a)	12	9	35	34
Northern Border ^(a)	10	8	29	26
GTN	11	8	32	25
Bison	1	2	2	5
North Baja	1	1	4	3
Tuscarora	1	1	3	3
PNGTS ^(a)	2	2	5	7
Impact on the Partnership’s income ^(b):
Great Lakes	4	4	14	14
Northern Border	4	4	13	12
GTN	9	7	25	21
Bison	—	2	1	5
North Baja	1	1	3	3
Tuscarora	1	1	3	3
PNGTS ^(b)	1	1	3	4


(unaudited)
(millions of dollars)	September 30, 2019	December 31, 2018
Net amounts payable to TC Energy’s subsidiaries are as follows:
Great Lakes ^(a)	5	3
Northern Border ^(a)	4	3
GTN	4	4
Bison	—	1
North Baja	1	—
Tuscarora	—	1
PNGTS ^(a)	1	1

(a)

Represents 100 percent of the costs.

(b)

Represents the Partnership's proportionate share based ownership percentage of these pipelines

Great Lakes

Great Lakes earns significant transportation revenues from TC Energy and its affiliates, some of which are provided at discounted rates and some at maximum recourse rates. For the three and nine months ended September 30, 2019, Great Lakes earned 73 percent of its transportation revenues from TC Energy and its affiliates (September 30, 2018 - 76 percent and 71 percent, respectively).

At September 30, 2019, $13 million was included in Great Lakes’ receivables with regard to the transportation contracts with TC Energy and its affiliates (December 31, 2018 - $18 million).

During the second quarter of 2018, Great Lakes reached an agreement on the terms of new long-term transportation capacity contracts with its affiliate, ANR Pipeline Company. The contracts are for a term of 15 years from November 2021 to October 31, 2036 with a total contract value of approximately $1.3 billion. The contracts contain reduction options (i) at any time on or before April 1, 2019 for any reason and (ii) any time before April 2021, if TC Energy is not able to secure the required regulatory approval related to anticipated expansion projects. During the first quarter of 2019, Great Lakes reached an agreement to amend volume reduction “for any reason” option by extending the period “on or before” April 1, 2019 to “on or before” April 1, 2020. All the other terms remained the same.

PNGTS

In connection with the Portland XPress expansion project (PXP), which was designed to be phased in over a three year time period, PNGTS has entered into an arrangement with its affiliates regarding the construction of certain facilities on their systems that will be required to fulfill future contracts on the PNGTS system. PXP Phases I and II were placed into service on November 1, 2018 and November 1, 2019, respectively. Phase III is estimated to be in service on November 1, 2020. In the event the expansions terminate prior to their in-service dates, PNGTS will be required to reimburse its affiliates for any costs incurred related to the development of these facilities. At September 30, 2019, the total costs incurred by these affiliates was approximately $134 million, none of which amount related to Phase III costs. As a result of placing the TC Energy facilities associated with the Phase II volumes in service, PNGTS' obligation to reimburse most of these development costs with respect to Phase II terminated.

Going forward, the PNGTS will only be obligated to reimburse costs incurred by TC Energy in relation to Phase III, which was nil at September 30, 2019 and estimated to be approximately $7.2 million by November 1, 2020, when Phase III goes into service.