SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): October 1, 2003
NORTHERN BORDER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12202 93-1120873
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
13710 FNB PARKWAY 68154-5200
OMAHA, NEBRASKA (Zip Code)
(Address of principal executive offices)
(402) 492-7300
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On October 1, 2003, Northern Border Partners, L.P. announced that it
will record non-cash charges in the third quarter 2003 of approximately $219
million to reflect asset and goodwill impairments for its natural gas gathering
and processing business segment.
The impairment analyses were performed in accordance with Statement of
Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangibles
and SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets. SFAS No. 142 applies to goodwill for consolidated subsidiaries and
became effective January 1, 2002. Under the standard, companies no longer
amortize goodwill but are required to perform annual assessments of whether the
book value of the goodwill is impaired. As indicated in the Partnership's second
quarter 2003 10-Q, the annual SFAS No. 142 impairment test was accelerated from
the fourth quarter to the third quarter due to lower throughput volumes
experienced and anticipated in the Powder River gathering systems. Northern
Border Partners also performed an analysis of the carrying value of all of the
tangible assets in the natural gas gathering and processing business segment
under SFAS No. 144. The impairment charges are comprised of approximately
$76 million related to the tangible assets in the Powder River Basin and
approximately $143 million for the goodwill related to the gas gathering and
processing segment.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Northern Border Partners, L.P. press release dated October 1,
2003.
99.2 Reconciliation of non-GAAP measures contained in Exhibit 99.1.
ITEMS 9 AND 12. REGULATION FD DISCLOSURE AND RESULTS OF OPERATIONS
AND FINANCIAL CONDITION.
Attached as Exhibit 99.1 is a copy of a press release, dated October 1,
2003, regarding non-cash charges to be recorded by Northern Border Partners,
L.P. in the third quarter of 2003.
In accordance with General Instruction B.2. of Form 8-K and Securities
and Exchange Commission Release No. 33-8176, the above information is being
furnished under Items 9 and 12 of Form 8-K and is not deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is
not subject to the liabilities of that section and is not deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Northern Border Partners, L.P.
(A Delaware Limited Partnership)
By: /s/ Jerry L. Peters
---------------------------------------
Jerry L. Peters
Chief Financial & Accounting Officer
October 1, 2003
EXHIBIT INDEX
Exhibit 99.1 -- Northern Border Partners, L.P. Press Release dated October 1,
2003.
Exhibit 99.2 -- Reconciliation of non-GAAP measures disclosed in Exhibit 99.1.