ORRICK,
HERRINGTON & SUTCLIFFE LLP
THE
ORRICK BUILDING
405
HOWARD STREET
SAN
FRANCISCO, CALIFORNIA 94105-2669
tel 415-773-5700
fax 415-773-5759
www.orrick.com
Brett
Cooper
(415)
773-5918
bcooper@orrick.com
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Re:
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TC
PipeLines, LP
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Form
10-K for the Fiscal Year Ended December 31,
2007
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Filed
February 28, 2008
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Form
10-Q for Fiscal Quarter Ended March 31,
2008
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Filed
April 30, 2008
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File No.
0-26091
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1.
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We reviewed your response to
comment five in our letter dated July 3, 2008. Please tell us why you
believe the receipt of a distribution in an amount less than your share of
earnings for the period should be classified as an investing cash outflow
rather than as a non-cash adjustment to net income in operating
activities. In doing so, explain your rationale in light of the guidance
in paragraphs 17 and 32 of SFAS 95 given that the reduction in the return
of capital did not result from a payment to the
investee.
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Page 2
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Returns
of capital classifed under Investing
Activities:
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|||||||
Six-month ended
June 30,
2008
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|||||||
Q1,
2008
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Q2, 2008
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||||||
CASH
GENERATED FROM OPERATIONS
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|||||||
Equity
income in excess of distributions from Great Lakes
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-
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-
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-
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||||
CASH
GENERATED FROM INVESTING ACTIVITIES
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|||||||
Return
of capital from Great Lakes
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(7.0)
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10.3
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3.3
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||||
Returns
of capital classifed under Operating and Investing
Activities:
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|||||||
Six-month ended
June 30,
2008
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|||||||
Q1,
2008
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Q2,
2008
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||||||
CASH
GENERATED FROM OPERATIONS
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|||||||
Equity
income in excess of distributions from Great Lakes
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(7.0)
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(7.0)
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CASH
GENERATED FROM INVESTING ACTIVITIES
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|||||||
Return
of capital from Great Lakes
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10.3
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10.3
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Page 3
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·
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should
the Commission or the staff, acting pursuant to their delegated authority,
declare the filing effective, such declaration does not foreclose the
Commission from taking any action with respect to the
filing;
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·
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the
action of the Commission or the staff, acting pursuant to their delegated
authority, in declaring the filing effective does not relieve the
Partnership from its full responsibility for the adequacy and accuracy of
the disclosure in the filing; and
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·
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the
Partnership may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United
States.
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cc:
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Sarah
Goldberg, Assistant Chief
Accountant
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Amy
W. Leong, TC PipeLines, LP
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Donald
J. DeGrandis, TC PipeLines, LP
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Alan
Talkington, Orrick, Herrington & Sutcliffe
LLP
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