Delaware
|
52-2135448
|
|
(State
or other jurisdiction of incorporation
|
(I.R.S.
Employer Identification Number)
|
|
or
organization)
|
13710
FNB Parkway
|
||||
Omaha, Nebraska
|
68154-5200
|
|||
(Address
of principal executive offices)
|
(Zip
code)
|
877-290-2772
|
||
(Registrant's telephone number, including area code) |
Page
No.
|
||
TABLE
OF CONTENTS
|
||
PART
I
|
FINANCIAL
INFORMATION
|
|
Glossary
|
3
|
|
Item
1.
|
Financial
Statements
|
|
Consolidated
Statement of Income – Three months ended March 31, 2008 and
2007
|
4
|
|
Consolidated
Statement of Comprehensive Income – Three months ended March 31,
2008
and 2007
|
4
|
|
Consolidated
Balance Sheet – March 31, 2008 and December 31, 2007
|
5
|
|
Consolidated
Statement of Cash Flows – Three months ended March 31, 2008 and
2007
|
6
|
|
Consolidated
Statement of Changes in Partners’ Equity – Three months ended March 31,
2008
|
7
|
|
Notes
to Consolidated Financial Statements
|
8
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
13
|
Results
of Operations of TC PipeLines
|
17
|
|
Liquidity
and Capital Resources of TC PipeLines
|
20
|
|
Liquidity
and Capital Resources of our Pipeline Systems
|
21
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
23
|
Item
4.
|
Controls
and Procedures
|
24
|
PART
II
|
OTHER
INFORMATION
|
|
Item
1A.
|
Risk
Factors
|
24
|
Item
6.
|
Exhibits
|
26
|
Bcf/d……………………………......
|
Billion
cubic feet per day
|
DCF……………………………........
|
Discounted
cash flow
|
Dth/d……………………………......
|
Dekatherms
per day
|
FASB…………………………..........
|
Financial
Accounting Standards Board
|
FERC…………………………..........
|
Federal
Energy Regulatory Commission
|
GAAP…………………………........
|
U.S.
generally accepted accounting principles
|
Great
Lakes……………………........
|
Great
Lakes Gas Transmission Limited Partnership
|
GTN……………………………........
|
Gas
Transmission Northwest Corporation
|
LIBOR…………………………........
|
London
Interbank Offered Rate
|
MLP……………………………........
|
Master
Limited Partnership
|
MMcf/d……………………….........
|
Million
cubic feet per day
|
NOPR………………………….........
|
Notice
of Proposed Rulemaking
|
Northern
Border……………….......
|
Northern
Border Pipeline Company
|
Our
pipeline systems………….......
|
Great
Lakes, Northern Border and Tuscarora
|
ROE……………………………........
|
Return
on equity
|
SEC…………………………….........
|
Securities
and Exchange Commission
|
SFAS…………………………..........
|
Statement
of Financial Accounting Standards
|
TCNB………………………….........
|
TransCanada
Northern Border Inc.
|
TransCanada…………………........
|
TransCanada
Corporation and its subsidiaries
|
Tuscarora………………………......
|
Tuscarora
Gas Transmission Company
|
U.S……………………………..........
|
United
States of America
|
WCSB…………………………........
|
Western
Canada Sedimentary
Basin
|
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars except per common unit amounts)
|
2008
|
2007
|
||||||
Equity
income from investment in Great Lakes (Note 2)
|
18.6 | 7.0 | ||||||
Equity
income from investment in Northern Border (Note 3)
|
19.5 | 17.8 | ||||||
Transmission
revenues
|
6.9 | 6.9 | ||||||
Operating
expenses
|
(2.2 | ) | (2.0 | ) | ||||
Depreciation
|
(1.6 | ) | (1.6 | ) | ||||
Financial
charges, net and other
|
(7.6 | ) | (8.1 | ) | ||||
Net
income
|
33.6 | 20.0 | ||||||
Net
income allocation
|
||||||||
Common
units
|
31.0 | 19.0 | ||||||
General
partner
|
2.6 | 1.0 | ||||||
33.6 | 20.0 | |||||||
Net
income per common unit (Note 6)
|
$0.89 | $0.77 | ||||||
Weighted average common units
outstanding (millions)
|
34.9 | 24.6 | ||||||
Common units outstanding, end
of the period (millions)
|
34.9 | 34.9 |
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars)
|
2008
|
2007
|
||||||
Net
income
|
33.6 | 20.0 | ||||||
Other
comprehensive loss
|
||||||||
Change
associated with current period hedging transactions (Note
9)
|
(12.3 | ) | (1.2 | ) | ||||
Change
associated with current period hedging
transactions of investees
|
(1.6 | ) | (0.3 | ) | ||||
(13.9 | ) | (1.5 | ) | |||||
Total
comprehensive income
|
19.7 | 18.5 |
(unaudited)
|
|
|||||||
(millions
of dollars)
|
March 31,
2008
|
December
31, 2007
|
||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
and short-term investments
|
1.6 | 7.5 | ||||||
Accounts
receivable and other
|
3.5 | 4.2 | ||||||
5.1 | 11.7 | |||||||
Investment
in Great Lakes (Note 2)
|
728.1 | 721.1 | ||||||
Investment
in Northern Border (Note 3)
|
536.6 | 541.9 | ||||||
Plant,
property and equipment (net of $63.3 million accumulated depreciation,
2007 - $61.7 million)
|
137.2 | 134.1 | ||||||
Goodwill
|
81.7 | 81.7 | ||||||
Other
assets
|
1.9 | 2.1 | ||||||
1,490.6 | 1,492.6 | |||||||
LIABILITIES
AND PARTNERS' EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Bank
indebtedness
|
- | 1.4 | ||||||
Accounts
payable
|
5.3 | 4.8 | ||||||
Accrued
interest
|
3.6 | 3.0 | ||||||
Current
portion of long-term debt (Note 5)
|
4.6 | 4.6 | ||||||
13.5 | 13.8 | |||||||
Other
long-term liabilities
|
22.1 | 9.9 | ||||||
Long-term
debt (Note 5)
|
560.8 | 568.8 | ||||||
596.4 | 592.5 | |||||||
Partners'
Equity
|
||||||||
Common
units
|
900.1 | 892.3 | ||||||
General
partner
|
19.3 | 19.1 | ||||||
Accumulated
other comprehensive loss
|
(25.2 | ) | (11.3 | ) | ||||
894.2 | 900.1 | |||||||
1,490.6 | 1,492.6 | |||||||
Subsequent
events (Note 10)
|
||||||||
See
accompanying notes to the consolidated financial
statements.
|
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars)
|
2008
|
2007
|
||||||
CASH
GENERATED FROM OPERATIONS
|
||||||||
Net
income
|
33.6 | 20.0 | ||||||
Depreciation
|
1.6 | 1.6 | ||||||
Amortization
of other assets
|
0.1 | 0.1 | ||||||
Equity
income in excess of distributions received from Great
Lakes
|
- | (7.0 | ) | |||||
Increase
in long-term liabilities
|
0.1 | - | ||||||
Equity
allowance for funds used during construction
|
(0.2 | ) | - | |||||
Decrease
in operating working capital
|
0.4 | 1.0 | ||||||
35.6 | 15.7 | |||||||
INVESTING
ACTIVITIES
|
||||||||
Reduction
in the return of capital from Great Lakes
|
(7.0 | ) | - | |||||
Return
of capital from Northern Border (Note 3)
|
3.6 | 4.4 | ||||||
Investment
in Great Lakes (Note 2)
|
- | (733.3 | ) | |||||
Investment
in Tuscarora, net of cash acquired (Note 4)
|
- | 0.1 | ||||||
Capital
expenditures
|
(4.5 | ) | (0.6 | ) | ||||
Other
assets
|
- | (1.1 | ) | |||||
(7.9 | ) | (730.5 | ) | |||||
FINANCING
ACTIVITIES
|
||||||||
Distributions
paid
|
(25.6 | ) | (11.3 | ) | ||||
Equity
issuances, net
|
- | 607.3 | ||||||
Long-term
debt issued
|
- | 133.0 | ||||||
Long-term
debt repaid (Note 5)
|
(8.0 | ) | (9.0 | ) | ||||
(33.6 | ) | 720.0 | ||||||
(Decrease)/increase
in cash and short-term investments
|
(5.9 | ) | 5.2 | |||||
Cash
and short-term investments, beginning of period
|
7.5 | 4.6 | ||||||
Cash
and short-term investments, end of period
|
1.6 | 9.8 | ||||||
Interest
payments made
|
7.1 | 5.6 | ||||||
See
accompanying notes to the consolidated financial
statements.
|
(unaudited)
|
Common
Units
|
General
Partner
|
Accumulated
Other Comprehensive Loss (1)
|
Partners'
Equity
|
|||||||
(millions
|
(millions
|
(millions
|
(millions
|
(millions
|
(millions
|
||||||
of
units)
|
of
dollars)
|
of
dollars)
|
of
dollars)
|
of
units)
|
of
dollars)
|
||||||
Partners'
equity at December 31, 2007
|
34.9
|
892.3
|
19.1
|
(11.3)
|
34.9
|
900.1
|
|||||
Net
income
|
-
|
31.0
|
2.6
|
|
-
|
-
|
33.6
|
||||
Distributions
paid
|
-
|
(23.2)
|
(2.4)
|
-
|
-
|
(25.6)
|
|||||
Other
comprehensive loss
|
-
|
-
|
-
|
(13.9)
|
-
|
(13.9)
|
|||||
Partners'
equity at March 31, 2008
|
34.9
|
900.1
|
19.3
|
(25.2)
|
34.9
|
894.2
|
|||||
(1)
Based on
interest rates at March 31, 2008, the amount of losses related to cash
flow hedges reported in accumulated other comprehensive income that will
be reclassified to net income in the next 12 months is $7.0 million, which
will be offset by a reduction to interest expense of a similar
amount.
|
|||||||||||
See
accompanying notes to the consolidated financial
statements.
|
Summarized
Consolidated Great Lakes Income Statement
|
||||||||
(unaudited)
|
Three months ended March
31,
|
For
the period from
February 23 to
March 31,
|
||||||
(millions
of dollars)
|
2008
|
2007
|
||||||
Transmission
revenues
|
79.7 | 30.4 | ||||||
Operating
expenses
|
(15.1 | ) | (6.1 | ) | ||||
Depreciation
|
(14.6 | ) | (5.9 | ) | ||||
Financial
charges, net and other
|
(8.2 | ) | (3.4 | ) | ||||
Michigan
business tax
|
(1.7 | ) | - | |||||
Net
income
|
40.1 | 15.0 |
Summarized
Consolidated Great Lakes Balance Sheet
|
||||||||
(unaudited)
|
March
31,
|
December
31,
|
||||||
(millions
of dollars)
|
2008
|
2007
|
||||||
Assets
|
||||||||
Cash
and short-term investments
|
60.6 | 32.0 | ||||||
Other
current assets
|
44.3 | 55.5 | ||||||
Plant,
property and equipment, net
|
957.3 | 969.2 | ||||||
1,062.2 | 1,056.7 | |||||||
Liabilities
and Partners' Equity
|
||||||||
Current
liabilities
|
41.1 | 50.7 | ||||||
Deferred
credits
|
0.4 | 0.4 | ||||||
Long-term
debt, including current maturities
|
440.0 | 440.0 | ||||||
Partners'
capital
|
580.7 | 565.6 | ||||||
1,062.2 | 1,056.7 |
Summarized
Northern Border Income Statement
|
||||||||
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars)
|
2008
|
2007
|
||||||
Transmission
revenues
|
83.8 | 79.6 | ||||||
Operating
expenses
|
(19.4 | ) | (17.8 | ) | ||||
Depreciation
|
(15.2 | ) | (15.3 | ) | ||||
Financial
charges, net and other
|
(9.7 | ) | (10.4 | ) | ||||
Net
income
|
39.5 | 36.1 |
Summarized
Northern Border Balance Sheet
|
||||||||
(unaudited)
|
March
31,
|
December
31,
|
||||||
(millions
of dollars)
|
2008
|
2007
|
||||||
Assets
|
||||||||
Cash
and short-term investments
|
18.1 | 22.9 | ||||||
Other
current assets
|
34.5 | 39.8 | ||||||
Plant,
property and equipment, net
|
1,415.0 | 1,428.3 | ||||||
Other
assets
|
24.8 | 23.9 | ||||||
1,492.4 | 1,514.9 | |||||||
Liabilities
and Partners' Equity
|
||||||||
Current
liabilities
|
45.9 | 53.4 | ||||||
Deferred
credits and other
|
11.2 | 8.1 | ||||||
Long-term
debt, including current maturities
|
607.3 | 615.3 | ||||||
Partners'
equity
|
||||||||
Partners'
capital
|
833.7 | 840.5 | ||||||
Accumulated
other comprehensive loss
|
(5.7 | ) | (2.4 | ) | ||||
1,492.4 | 1,514.9 |
Summarized
Tuscarora Income Statement
|
||||||||
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars)
|
2008
|
2007
|
||||||
Transmission
revenues
|
6.9 | 6.9 | ||||||
Operating
expenses
|
(1.2 | ) | (1.2 | ) | ||||
Depreciation
|
(1.6 | ) | (1.6 | ) | ||||
Financial
charges, net and other
|
(0.9 | ) | (1.2 | ) | ||||
Net
income
|
3.2 | 2.9 |
Summarized
Tuscarora Balance Sheet
|
||||||||
(unaudited)
|
March
31,
|
December
31,
|
||||||
(millions
of dollars)
|
2008
|
2007
|
||||||
Assets
|
||||||||
Cash
and short-term investments
|
- | 6.1 | ||||||
Other
current assets
|
9.2 | 2.6 | ||||||
Plant,
property and equipment, net
|
137.2 | 134.1 | ||||||
Other
assets
|
0.5 | 0.6 | ||||||
146.9 | 143.4 | |||||||
Liabilities
and Partners' Equity
|
||||||||
Current
liabilities
|
6.4 | 6.1 | ||||||
Long-term
debt, including current maturities
|
66.4 | 66.4 | ||||||
Partners'
capital
|
74.1 | 70.9 | ||||||
146.9 | 143.4 |
Summarized
Tuscarora Cash Flow Statement
|
||||||||
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars)
|
2008
|
2007
|
||||||
Cash
flows provided by operating activities
|
6.6 | 5.1 | ||||||
Cash
flows used in investing activities
|
(4.5 | ) | (0.6 | ) | ||||
Cash
flows used in financing activities
|
(8.2 | ) | - | |||||
Decrease/(increase)
in cash and short-term investments
|
(6.1 | ) | 4.5 | |||||
Cash
and short-term investments, beginning of period
|
6.1 | 2.9 | ||||||
Cash
and short-term investments, end of period
|
- | 7.4 |
(unaudited)
|
March
31,
|
December
31,
|
||||||
(millions
of dollars)
|
2008
|
2007
|
||||||
Senior
Credit Facility
|
499.0 | 507.0 | ||||||
Series
A Senior Notes due 2010
|
54.5 | 54.5 | ||||||
Series
B Senior Notes due 2010
|
5.5 | 5.5 | ||||||
Series
C Senior Notes due 2012
|
6.4 | 6.4 | ||||||
565.4 | 573.4 |
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars except per unit amounts)
|
2008
|
2007
|
||||||
Net
income
|
33.6 | 20.0 | ||||||
Net
income allocated to general partner
|
||||||||
General
partner interest
|
(0.7 | ) | (0.4 | ) | ||||
Incentive
distribution income allocation
|
(1.9 | ) | (0.6 | ) | ||||
(2.6 | ) | (1.0 | ) | |||||
Net
income allocable to common units
|
31.0 | 19.0 | ||||||
Weighted
average common units outstanding (millions)
|
34.9 | 24.6 | ||||||
Net
income per common unit
|
$ | 0.89 | $ | 0.77 |
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars)
|
2008
|
2007
|
||||||
Costs
charged by TransCanada and its affiliates:
|
||||||||
Great
Lakes(1)
|
7.3 | 4.1 | ||||||
Northern
Border
|
6.8 | - | ||||||
Tuscarora
|
1.1 | 0.1 | ||||||
Impact
on the Partnership's net income:
|
||||||||
Great
Lakes(1)
|
3.4 | 1.9 | ||||||
Northern
Border
|
3.3 | - | ||||||
Tuscarora
|
0.7 | 0.1 | ||||||
(1)
The amounts
disclosed for Great Lakes are for the period February 23 to March 31,
2007.
|
||||||||
(unaudited)
|
March
31,
|
December
31,
|
||||||
(millions
of dollars)
|
2008
|
2007
|
||||||
Amount
owed to TransCanada and its affiliates:
|
||||||||
Great
Lakes
|
4.7 | 1.9 | ||||||
Northern
Border
|
2.2 | 3.0 | ||||||
Tuscarora
|
4.1 | 3.5 |
|
·
|
the
ability of Great Lakes and Northern Border to continue to make
distributions at their current
levels;
|
|
·
|
the
impact of unsold capacity on Great Lakes and Northern Border being greater
or less than expected;
|
|
·
|
competitive
conditions in our industry and the ability of our pipeline systems to
market pipeline capacity on favorable terms, which is affected
by:
|
|
o
|
future
demand for and prices of natural
gas;
|
|
o
|
competitive
conditions in the overall natural gas and electricity
markets;
|
|
o
|
availability
of supplies of Canadian and U.S. natural
gas;
|
|
o
|
availability
of additional storage capacity and current storage
levels;
|
|
o
|
weather
conditions; and
|
|
o
|
competitive
developments by Canadian and U.S. natural gas transmission
companies;
|
|
·
|
the
Alberta (Canada) government’s decision to implement a new royalty regime
effective January 2009 may affect the amount of exploration and
drilling in the Western Canada Sedimentary Basin
(WCSB);
|
|
·
|
the
results of the Bison Pipeline Project Open Season and whether or not
Northern Border proceeds with the
project;
|
|
·
|
performance
of contractual obligations by customers of our pipeline
systems;
|
|
·
|
operating
hazards, natural disasters, weather-related delays, casualty losses and
other matters beyond our control;
|
|
·
|
the
impact of current and future laws, rulings and governmental regulations,
particularly FERC regulations, on us and our pipeline
systems;
|
|
·
|
our
ability to control operating costs;
and
|
|
·
|
prevailing
economic conditions, including conditions of the capital and equity
markets and our ability to access these
markets.
|
The
shaded areas in the tables below disclose the results from Great Lakes and
Northern Border, representing 100 per cent of each entity's operations for
the given period.
|
||||||||||||||||||||
For
the three months ended March 31, 2008
|
||||||||||||||||||||
(unaudited)
|
Northern | |||||||||||||||||||
(millions
of dollars)
|
Partnership
|
Tuscarora(1)
|
Corporate
|
Great
Lakes
|
Border
(2)
|
|||||||||||||||
Transmission
revenues
|
6.9 | 6.9 | - | 79.7 | 83.8 | |||||||||||||||
Operating
expenses
|
(2.2 | ) | (1.2 | ) | (1.0 | ) | (15.1 | ) | (19.4 | ) | ||||||||||
4.7 | 5.7 | (1.0 | ) | 64.6 | 64.4 | |||||||||||||||
Depreciation
|
(1.6 | ) | (1.6 | ) | - | (14.6 | ) | (15.2 | ) | |||||||||||
Financial
charges, net and other
|
(7.6 | ) | (0.9 | ) | (6.7 | ) | (8.2 | ) | (9.7 | ) | ||||||||||
Michigan
business tax
|
- | - | - | (1.7 | ) | - | ||||||||||||||
40.1 | 39.5 | |||||||||||||||||||
Equity
income
|
38.1 | - | - | 18.6 | 19.5 | |||||||||||||||
Net
income
|
33.6 | 3.2 | (7.7 | ) | 18.6 | 19.5 | ||||||||||||||
(1)
TC
PipeLines owns a 100 per cent general partner interest in Tuscarora
following the acquisition of an additional two per cent interest on
December 31, 2007.
|
||||||||||||||||||||
(2)
TC PipeLines
owns a 50 per cent general partner interest in Northern Border. Equity
income from Northern Border includes amortization of a $10 million
transaction fee paid to the operator of Northern Border at the time of the
additional 20 per cent acquisition in April 2006.
|
||||||||||||||||||||
For
the three months ended March 31, 2007
|
||||||||||||||||||||
(unaudited)
|
Great Lakes(3)
|
Northern
|
||||||||||||||||||
(millions
of dollars)
|
Partnership
|
Tuscarora
|
Corporate
|
Feb
23 - Mar 31
|
Border(4) | |||||||||||||||
Transmission
revenues
|
6.9 | 6.9 | - | 30.4 | 79.6 | |||||||||||||||
Operating
expenses
|
(2.0 | ) | (1.2 | ) | (0.8 | ) | (6.1 | ) | (17.8 | ) | ||||||||||
4.9 | 5.7 | (0.8 | ) | 24.3 | 61.8 | |||||||||||||||
Depreciation
|
(1.6 | ) | (1.6 | ) | - | (5.9 | ) | (15.3 | ) | |||||||||||
Financial
charges, net and other
|
(8.1 | ) | (1.2 | ) | (6.9 | ) | (3.4 | ) | (10.4 | ) | ||||||||||
15.0 | 36.1 | |||||||||||||||||||
Equity
income
|
24.8 | - | - | 7.0 | 17.8 | |||||||||||||||
Net
income
|
20.0 | 2.9 | (7.7 | ) | 7.0 | 17.8 | ||||||||||||||
(3)
TC
PipeLines acquired a 46.45 per cent general partner interest in Great
Lakes on February 22, 2007.
|
||||||||||||||||||||
(4)
TC PipeLines
owns a 50 per cent general partner interest in Northern Border. Equity
income from Northern Border includes amortization of a $10 million
transaction fee paid to the operator of Northern Border at the time of the
additional 20 per cent acquisition in April 2006.
|
(unaudited)
|
Three
months ended March 31,
|
|||||||
(millions
of dollars except per common unit amounts)
|
2008
|
2007
|
||||||
Total
cash distributions received (a)
|
34.7 | 22.2 | ||||||
Cash
flows provided by Tuscarora's operating activities
|
6.6 | 5.1 | ||||||
Partnership
costs (b)
|
(7.7 | ) | (7.7 | ) | ||||
Partnership
cash flows (b)
|
33.6 | 19.6 | ||||||
Partnership
cash flows per common unit
|
$ | 0.96 | $ | 0.80 | ||||
Cash
distributions declared
|
(27.4 | ) | (24.9 | ) | ||||
Cash
distributions declared per common unit
|
$ | 0.70 | $ | 0.65 | ||||
Cash
distributions paid
|
(25.6 | ) | (11.3 | ) | ||||
Cash
distributions paid per common unit
|
$ | 0.665 | $ | 0.600 | ||||
(a)
Reconciliation
of non-GAAP financial measure: Total cash distributions received is a
non-GAAP financial measure which is the sum of equity income from
investment in Great Lakes, less equity income in excess of distributions
received from Great Lakes, less reduction in the return of capital from
Great Lakes, plus equity income from investment in Northern Border and
return of capital from Northern Border. It is provided as a supplement to
results reported in accordance with GAAP. Management believes that this is
a meaningful measure to assist investors in evaluating the levels of cash
distributions from our investments. Below is a reconciliation of total
cash distributions received to GAAP financial
measures:
|
||||||||
Three
months ended March 31,
|
||||||||
(millions
of dollars)
|
2008
|
2007
|
||||||
Equity
income from investment in Great Lakes
|
18.6 | 7.0 | ||||||
Equity
income in excess of distributions received from Great
Lakes
|
- | (7.0 | ) | |||||
Reduction
in the return of capital from Great Lakes
|
(7.0 | ) | - | |||||
Cash
distributions from Great Lakes
|
11.6 | - | ||||||
Equity
income from investment in Northern Border
|
19.5 | 17.8 | ||||||
Return
of capital from Northern Border
|
3.6 | 4.4 | ||||||
Cash
distributions from Northern Border
|
23.1 | 22.2 | ||||||
Total
cash distributions received
|
34.7 | 22.2 |
(b)
Reconciliation
of non-GAAP financial measure: Partnership cash flows is a non-GAAP
financial measure which is the sum of cash distributions received and cash
flows from Tuscarora's operating activities less Partnership
costs. We exclude Tuscarora's costs from the Partnership costs so
that investors may evaluate our costs independent of costs directly
attributable to our investments. Management believes that this is a
useful measure to assist investors in evaluating the Partnership's cash
flow from its operating activities. A reconciliation of Partnership costs
is summarized below:
|
||||||||
Three
months ended March 31,
|
||||||||
(millions
of dollars)
|
2008
|
2007
|
||||||
Operating
expenses
|
2.2 | 2.0 | ||||||
Financial
charges, net and other
|
7.6 | 8.1 | ||||||
Less:
|
||||||||
Operating
expenses and financial charges from Tuscarora
|
(2.1 | ) | (2.4 | ) | ||||
Partnership
costs
|
7.7 | 7.7 |
Payments
Due by Period
|
||||||||||||
(millions
of dollars)
|
Total
|
Less
Than 1 Year
|
Long-term
Portion
|
|||||||||
Senior
Credit Facility
|
499.0 | - | 499.0 | |||||||||
Series
A Senior Notes due 2010
|
54.5 | 3.3 | 51.2 | |||||||||
Series
B Senior Notes due 2010
|
5.5 | 0.5 | 5.0 | |||||||||
Series
C Senior Notes due 2012
|
6.4 | 0.8 | 5.6 | |||||||||
Total
|
565.4 | 4.6 | 560.8 |
Payments
Due by Period
|
||||||||||||
(millions
of dollars)
|
Total
|
Less
than 1 year
|
Long-term
Portion
|
|||||||||
8.74%
series Senior Notes due 2007 to 2011
|
40.0 | 10.0 | 30.0 | |||||||||
9.09%
series Senior Notes due 2012 to 2021
|
100.0 | - | 100.0 | |||||||||
6.73%
series Senior Notes due 2009 to 2018
|
90.0 | 9.0 | 81.0 | |||||||||
6.95%
series Senior Notes due 2019 to 2028
|
110.0 | - | 110.0 | |||||||||
8.08%
series Senior Notes due 2021 to 2030
|
100.0 | - | 100.0 | |||||||||
Total
|
440.0 | 19.0 | 421.0 |
Payments
Due by Period
|
||||||||||||
(millions
of dollars)
|
Total
|
Less
than 1 year
|
Long-term
Portion
|
|||||||||
7.75%
senior notes due 2009
|
200.0 | - | 200.0 | |||||||||
7.50%
senior notes due 2021
|
250.0 | - | 250.0 | |||||||||
$250
million credit agreement due 2012 (a)
|
158.0 | - | 158.0 | |||||||||
Total
|
608.0 | - | 608.0 | |||||||||
(a)
Northern
Border is required to pay a facility fee of 0.05% on the principal
commitment amount of its credit agreement.
|
Item 6. | Exhibits |
No.
|
Description
|
10.1
|
Transportation
Service Agreement FT8945 between Great Lakes Gas Transmission Limited
Partnership and TransCanada PipeLines Limited, dated February 1,
2008.
|
23.1 |
Consent
of Independent Registered Public Accounting Firm.
|
23.2 |
Consent
of Independent Registered Public Accounting Firm.
|
23.3 |
Consent
of Independent Registered Public Accounting Firm.
|
23.4 |
Consent
of Independent Registered Public Accounting Firm.
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification
of Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
99.1
|
Consolidated
Balance Sheets of TC PipeLines GP, Inc. as of December 31, 2007 and
2006.
|
TC
PipeLines, LP
|
|||
(a
Delaware Limited Partnership)
|
|||
By:
|
TC
PipeLines GP, Inc., its general partner
|
||
Date:
|
April
30, 2008
|
By:
|
/s/ Russell
K. Girling
Russell
K. Girling
Chairman,
Chief Executive Officer and Director
TC
PipeLines GP, Inc. (Principal Executive Officer)
|
Date:
|
April
30, 2008
|
By:
|
/s/ Amy W.
Leong
Amy
W. Leong
Controller
TC
PipeLines GP, Inc. (Principal Financial
Officer)
|