Document
Table of Contents


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
 
FORM 10-Q

ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
or 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 1-33007 
 
selogoa01a01a06.jpg
SPECTRA ENERGY CORP
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
20-5413139
(State or other jurisdiction of incorporation)
 
(IRS Employer Identification No.)
5400 Westheimer Court
Houston, Texas 77056
(Address of principal executive offices, including zip code)
713-627-5400
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ý    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
Number of shares of Common Stock, $0.001 par value, outstanding as of September 30, 2016: 701,483,324
 
 
 
 
 


Table of Contents


SPECTRA ENERGY CORP
FORM 10-Q FOR THE QUARTER ENDED
September 30, 2016
INDEX
 
 
 
Page
PART I. FINANCIAL INFORMATION
 
Item 1.
 
     September 30, 2016 and 2015
 
     September 30, 2016 and 2015
 
 
     September 30, 2016 and 2015
 
 
Item 2.
Item 3.
Item 4.
 
 
 
PART II. OTHER INFORMATION
 
Item 1.
Item 1A.
Item 2.
Item 6.
 
 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This document includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements represent management’s intentions, plans, expectations, assumptions and beliefs about future events. These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast, and similar expressions. Forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Factors used to develop these forward-looking statements and that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to:
state, provincial, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, have an effect on rate structure, and affect the speed at and degree to which competition enters the natural gas and oil industries;
outcomes of litigation and regulatory investigations, proceedings or inquiries;
weather and other natural phenomena, including the economic, operational and other effects of hurricanes and storms;
the timing and extent of changes in commodity prices, interest rates and foreign currency exchange rates;
general economic conditions, including the risk of a prolonged economic slowdown or decline, or the risk of delay in a recovery, which can affect the long-term demand for natural gas and oil and related services;
potential effects arising from terrorist attacks and any consequential or other hostilities;
changes in environmental, safety and other laws and regulations;
the development of alternative energy resources;
results and costs of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings and general market and economic conditions;
increases in the cost of goods and services required to complete capital projects;
declines in the market prices of equity and debt securities and resulting funding requirements for defined benefit pension plans;
growth in opportunities, including the timing and success of efforts to develop United States and Canadian pipeline, storage, gathering, processing and other related infrastructure projects and the effects of competition;
the performance of natural gas and oil transmission and storage, distribution, and gathering and processing facilities;
the extent of success in connecting natural gas and oil supplies to gathering, processing and transmission systems and in connecting to expanding gas and oil markets;
the effects of accounting pronouncements issued periodically by accounting standard-setting bodies;
conditions of the capital markets during the periods covered by forward-looking statements; and
the ability to successfully complete merger, acquisition or divestiture plans; regulatory or other limitations imposed as a result of a merger, acquisition or divestiture; and the success of the business following a merger, acquisition or divestiture.
In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than Spectra Energy Corp has described. Spectra Energy Corp undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


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PART I. FINANCIAL INFORMATION

Item 1.
Financial Statements.
SPECTRA ENERGY CORP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In millions, except per-share amounts)
 
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
2016
 
2015
Operating Revenues
 
 
 
 
 
 
 
Transportation, storage and processing of natural gas
$
792

 
$
781

 
$
2,426

 
$
2,425

Distribution of natural gas
153

 
160

 
792

 
1,005

Sales of natural gas liquids
15

 
41

 
68

 
138

Transportation of crude oil
89

 
93

 
262

 
267

Other
26

 
28

 
70

 
83

Total operating revenues
1,075

 
1,103

 
3,618

 
3,918

Operating Expenses
 
 
 
 
 
 
 
Natural gas and petroleum products purchased
50

 
76

 
401

 
627

Operating, maintenance and other
425

 
364

 
1,158

 
1,107

Depreciation and amortization
193

 
188

 
582

 
574

Property and other taxes
86

 
86

 
291

 
274

Total operating expenses
754

 
714

 
2,432

 
2,582

Operating Income
321

 
389

 
1,186

 
1,336

Other Income and Expenses
 
 
 
 
 
 
 
Earnings (loss) from equity investments
51

 
48

 
100

 
(117
)
Other income and expenses, net
52

 
31

 
123

 
73

Total other income and expenses
103

 
79

 
223

 
(44
)
Interest Expense
133

 
155

 
437

 
480

Earnings Before Income Taxes
291

 
313

 
972

 
812

Income Tax Expense
10

 
70

 
160

 
164

Net Income
281

 
243

 
812

 
648

Net Income—Noncontrolling Interests
86

 
69

 
234

 
189

Net Income—Controlling Interests
$
195

 
$
174

 
$
578

 
$
459

Common Stock Data
 
 
 
 
 
 
 
Weighted-average shares outstanding
 
 
 
 
 
 
 
Basic
701

 
671

 
692

 
671

Diluted
703

 
672

 
693

 
672

Earnings per share
 
 
 
 
 
 
 
Basic
$
0.28

 
$
0.26

 
$
0.84

 
$
0.68

Diluted
$
0.28

 
$
0.26

 
$
0.83

 
$
0.68

Dividends per share
$
0.405

 
$
0.37

 
$
1.215

 
$
1.11


See Notes to Condensed Consolidated Financial Statements.
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SPECTRA ENERGY CORP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In millions)
 
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
2016
 
2015
Net Income
$
281

 
$
243

 
$
812

 
$
648

Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation adjustments
(78
)
 
(350
)
 
273

 
(755
)
Pension and benefits impact (net of taxes of $2, $3, $6 and $8, respectively)
5

 
6

 
14

 
19

Other
(2
)
 
1

 

 
1

Total other comprehensive income (loss)
(75
)
 
(343
)
 
287

 
(735
)
Total Comprehensive Income (Loss), net of tax
206

 
(100
)
 
1,099

 
(87
)
Less: Comprehensive Income—Noncontrolling Interests
84

 
64

 
239

 
178

Comprehensive Income (Loss)—Controlling Interests
$
122

 
$
(164
)
 
$
860

 
$
(265
)

See Notes to Condensed Consolidated Financial Statements.
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SPECTRA ENERGY CORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)
 
 
September 30,
2016
 
December 31,
2015
ASSETS
 
 
 
 
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
464

 
$
213

Receivables, net
712

 
806

Inventory
287

 
307

Fuel tracker
19

 
41

Other
268

 
281

Total current assets
1,750

 
1,648

 
 
 
 
Investments and Other Assets
 
 
 
Investments in and loans to unconsolidated affiliates
2,742

 
2,592

Goodwill
4,203

 
4,154

Other
401

 
310

Total investments and other assets
7,346

 
7,056

 
 
 
 
Property, Plant and Equipment
 
 
 
Cost
32,736

 
29,843

Less accumulated depreciation and amortization
7,399

 
6,925

Net property, plant and equipment
25,337

 
22,918

 
 
 
 
Regulatory Assets and Deferred Debits
1,504

 
1,301

 
 
 
 
Total Assets
$
35,937

 
$
32,923


See Notes to Condensed Consolidated Financial Statements.
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SPECTRA ENERGY CORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions, except per-share amounts)
 
 
September 30,
2016
 
December 31,
2015
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
Current Liabilities
 
 
 
Accounts payable
$
736

 
$
511

Commercial paper
1,637

 
1,112

Taxes accrued
73

 
78

Interest accrued
140

 
179

Current maturities of long-term debt
467

 
652

Other
634

 
860

Total current liabilities
3,687

 
3,392

 
 
 
 
Long-term Debt
13,094

 
12,892

 
 
 
 
Deferred Credits and Other Liabilities
 
 
 
Deferred income taxes
5,758

 
5,445

Regulatory and other
1,417

 
1,323

Total deferred credits and other liabilities
7,175

 
6,768

 
 
 
 
Commitments and Contingencies


 


 
 
 
 
Preferred Stock of Subsidiaries
562

 
339

 
 
 
 
Equity
 
 
 
Preferred stock, $0.001 par, 22 million shares authorized, no shares outstanding

 

Common stock, $0.001 par, 1 billion shares authorized, 701 million and 671 million shares outstanding at September 30, 2016 and December 31, 2015, respectively
1

 
1

Additional paid-in capital
5,977

 
5,053

Retained earnings
1,477

 
1,741

Accumulated other comprehensive income (loss)
13

 
(269
)
Total controlling interests
7,468

 
6,526

Noncontrolling interests
3,951

 
3,006

Total equity
11,419

 
9,532

 
 
 
 
Total Liabilities and Equity
$
35,937

 
$
32,923


See Notes to Condensed Consolidated Financial Statements.
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SPECTRA ENERGY CORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In millions)
 
 
Nine Months
Ended September 30,
 
2016
 
2015
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income
$
812

 
$
648

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
599

 
584

Deferred income tax expense
143

 
78

(Earnings) loss from equity investments
(100
)
 
117

Distributions from equity investments
88

 
145

Other
57

 
251

Net cash provided by operating activities
1,599

 
1,823

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Capital expenditures
(2,407
)
 
(1,817
)
Investments in and loans to unconsolidated affiliates
(181
)
 
(91
)
Purchase of intangible, net
(80
)
 

Disposition
204

 

Purchases of held-to-maturity securities
(479
)
 
(463
)
Proceeds from sales and maturities of held-to-maturity securities
475

 
457

Purchases of available-for-sale securities
(565
)
 

Proceeds from sales and maturities of available-for-sale securities
559

 
1

Distributions from equity investments
45

 
441

Distribution to equity investment
(148
)
 

Other changes in restricted funds
(19
)
 
(24
)
Other
1

 
(7
)
Net cash used in investing activities
(2,595
)
 
(1,503
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Proceeds from the issuance of long-term debt
382

 
1,332

Payments for the redemption of long-term debt
(619
)
 
(153
)
Net increase (decrease) in commercial paper
502

 
(984
)
Distributions to noncontrolling interests
(176
)
 
(140
)
Contributions from noncontrolling interests
437

 
164

Proceeds from the issuances of Spectra Energy common stock
878

 

Proceeds from the issuances of Spectra Energy Partners, LP common units
473

 
351

Proceeds from the issuance of Westcoast Energy Inc. preferred stock
229

 

Dividends paid on common stock
(842
)
 
(747
)
Other
(20
)
 
(14
)
Net cash provided by (used in) financing activities
1,244

 
(191
)
Effect of exchange rate changes on cash
3

 
(6
)
Net increase in cash and cash equivalents
251

 
123

Cash and cash equivalents at beginning of period
213

 
215

Cash and cash equivalents at end of period
$
464

 
$
338

Supplemental Disclosures
 
 
 
Property, plant and equipment non-cash accruals
$
374

 
$
276


See Notes to Condensed Consolidated Financial Statements.
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SPECTRA ENERGY CORP
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In millions)
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated Other
Comprehensive Income
(Loss)
 
 
 
 
Foreign
Currency
Translation
Adjustments
 
Other
 
Noncontrolling
Interests
 
Total
December 31, 2015
$
1

 
$
5,053

 
$
1,741

 
$
79

 
$
(348
)
 
$
3,006

 
$
9,532

Net income

 

 
578

 

 

 
234

 
812

Other comprehensive income

 

 

 
268

 
14

 
5

 
287

Dividends on common stock

 

 
(842
)
 

 

 

 
(842
)
Stock-based compensation

 
20

 

 

 

 

 
20

Distributions to noncontrolling interests

 

 

 

 

 
(180
)
 
(180
)
Contributions from noncontrolling interests

 

 

 

 

 
437

 
437

Spectra Energy common stock issued

 
878

 

 

 

 

 
878

Spectra Energy Partners, LP common units issued

 
25

 

 

 

 
432

 
457

Other, net

 
1

 

 

 

 
17

 
18

September 30, 2016
$
1

 
$
5,977

 
$
1,477

 
$
347

 
$
(334
)
 
$
3,951

 
$
11,419

 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
$
1

 
$
4,956

 
$
2,541

 
$
1,016

 
$
(354
)
 
$
2,238

 
$
10,398

Net income

 

 
459

 

 

 
189

 
648

Other comprehensive income (loss)

 

 

 
(744
)
 
20

 
(11
)
 
(735
)
Dividends on common stock

 

 
(747
)
 

 

 

 
(747
)
Stock-based compensation

 
14

 

 

 

 

 
14

Distributions to noncontrolling interests

 

 

 

 

 
(142
)
 
(142
)
Contributions from noncontrolling interests

 

 

 

 

 
164

 
164

Spectra Energy common stock issued

 
2

 

 

 

 

 
2

Spectra Energy Partners, LP common units issued

 
49

 

 

 

 
281

 
330

Other, net

 
3

 

 

 

 
(4
)
 
(1
)
September 30, 2015
$
1

 
$
5,024

 
$
2,253

 
$
272

 
$
(334
)
 
$
2,715

 
$
9,931


See Notes to Condensed Consolidated Financial Statements.
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SPECTRA ENERGY CORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General
The terms “we,” “our,” “us” and “Spectra Energy” as used in this report refer collectively to Spectra Energy Corp and its subsidiaries unless the context suggests otherwise. These terms are used for convenience only and are not intended as a precise description of any separate legal entity within Spectra Energy. The term “Spectra Energy Partners” refers to our Spectra Energy Partners operating segment. The term “SEP” refers to Spectra Energy Partners, LP, our master limited partnership.
On September 6, 2016, we announced that we entered into a definitive merger agreement with Enbridge Inc. (Enbridge) under which Enbridge and Spectra Energy will combine in a stock-for-stock merger transaction, which values Spectra Energy’s stock at approximately $28 billion, based on the closing price of Enbridge’s common shares as of September 2, 2016. This transaction was unanimously approved by the boards of directors of both Spectra Energy and Enbridge and is expected to close in the first quarter of 2017, subject to shareholder and certain regulatory approvals and other customary conditions.
Upon completion of the proposed merger, Spectra Energy shareholders will receive 0.984 Enbridge common shares for each share of Spectra Energy stock they own. The consideration to be received by Spectra Energy shareholders is valued at $40.33 per Spectra Energy share, based on the closing price of Enbridge common shares as of September 2, 2016, representing an approximate 11.5% premium to the closing price of Spectra Energy stock as of September 2, 2016. Upon completion of the merger, Enbridge shareholders are expected to own approximately 57% of the combined company and Spectra Energy shareholders are expected to own approximately 43%.
Nature of Operations. Spectra Energy Corp, through its subsidiaries and equity affiliates, owns and operates a large and diversified portfolio of complementary natural gas-related energy assets, and owns and operates a crude oil pipeline system that connects Canadian and United States (U.S.) producers to refineries in the U.S. Rocky Mountain and Midwest regions. We currently operate in three key areas of the natural gas industry: gathering and processing, transmission and storage, and distribution. We provide transmission and storage of natural gas to customers in various regions of the northeastern and southeastern U.S., the Maritime Provinces in Canada, the Pacific Northwest in the U.S. and Canada, and in the province of Ontario, Canada. We also provide natural gas sales and distribution services to retail customers in Ontario, and natural gas gathering and processing services to customers in western Canada. We also own a 50% interest in DCP Midstream, LLC (DCP Midstream), based in Denver, Colorado, one of the leading natural gas gatherers in the U.S. and one of the largest U.S. producers and marketers of natural gas liquids (NGLs).
Basis of Presentation. The accompanying Condensed Consolidated Financial Statements include our accounts and the accounts of our majority-owned subsidiaries, after eliminating intercompany transactions and balances. These interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015, and reflect all normal recurring adjustments that are, in our opinion, necessary to fairly present our results of operations and financial position. Amounts reported in the Condensed Consolidated Statements of Operations are not necessarily indicative of amounts expected for the respective annual periods due to the effects of seasonal temperature variations on energy consumption, primarily in our gas distribution operations, as well as changing commodity prices on certain of our processing operations and other factors.
Use of Estimates. To conform with generally accepted accounting principles (GAAP) in the U.S., we make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements. Although these estimates are based on our best available knowledge at the time, actual results could differ.
2. Disposition
On August 4, 2016, Westcoast Energy Inc. (Westcoast) completed the sale of its ownership interests in the Empress NGL operations (Empress) to Plains Midstream Canada ULC. Consideration received by Westcoast in this transaction was approximately $204 million in cash, including approximately $51 million for inventory and working capital. The total consideration is subject to final working capital adjustments, which are expected to be completed in the fourth quarter of 2016. The sale resulted in a pre-tax loss of less than $1 million and a tax benefit of $27 million, which are reflected in Operating, Maintenance and Other and Income Tax Expense, respectively, on our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2016.

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3. Business Segments
We manage our business in four reportable segments: Spectra Energy Partners, Distribution, Western Canada Transmission & Processing and Field Services. The remainder of our business operations is presented as “Other,” and consists of unallocated corporate costs and employee benefit plan assets and liabilities, 100%-owned captive insurance subsidiaries and other miscellaneous activities.
Our chief operating decision maker (CODM) regularly reviews financial information about each of these segments in deciding how to allocate resources and evaluate performance. There is no aggregation within our reportable business segments.
Spectra Energy’s presentation of its Spectra Energy Partners segment is reflective of the parent-level focus by our CODM, considering the resource allocation and governance provisions associated with SEP’s master limited partnership structure. SEP maintains a capital and cash management structure that is separate from Spectra Energy’s, is self-funding and maintains its own lines of bank credit and cash management accounts. From a Spectra Energy perspective, our CODM evaluates the Spectra Energy Partners segment as a whole, without regard to any of SEP’s individual businesses.
Spectra Energy Partners provides transmission, storage and gathering of natural gas, as well as the transportation of crude oil through interstate pipeline systems for customers in various regions of the midwestern, northeastern and southern U.S. and Canada. The natural gas transmission and storage operations are primarily subject to the rules and regulations of the Federal Energy Regulatory Commission (FERC). The crude oil transportation operations are primarily subject to regulation by the FERC in the U.S. and the National Energy Board (NEB) in Canada. Our Spectra Energy Partners segment is composed of the operations of SEP, less governance costs, which are included in “Other.”
Distribution provides retail natural gas distribution service in Ontario, Canada, as well as natural gas transmission and storage services to other utilities and energy market participants. These services are provided by Union Gas Limited (Union Gas), and are primarily subject to the rules and regulations of the Ontario Energy Board (OEB).
Western Canada Transmission & Processing provides transmission of natural gas and natural gas gathering and processing services to customers in western Canada, the northern tier of the U.S. and the Maritime Provinces in Canada. This segment conducts business mostly through BC Pipeline, BC Field Services, Canadian Midstream and Maritimes & Northeast Pipeline Limited Partnership (M&N Canada). BC Pipeline, BC Field Services and M&N Canada operations are primarily subject to the rules and regulations of the NEB. See Note 2 for discussion related to the sale of Empress on August 4, 2016.
Field Services gathers, compresses, treats, processes, transports, stores and sells natural gas, produces, fractionates, transports, stores and sells NGLs, recovers and sells condensate, and trades and markets natural gas and NGLs. It conducts operations through DCP Midstream, which is owned 50% by us and 50% by Phillips 66. DCP Midstream gathers raw natural gas through gathering systems connecting to several interstate and intrastate natural gas and NGL pipeline systems, one natural gas storage facility and one NGL storage facility. DCP Midstream operates in a diverse number of regions, including the Permian Basin, Eagle Ford, Niobrara/DJ Basin and the Midcontinent. DCP Midstream Partners, LP (DCP Partners) is a publicly traded master limited partnership, of which DCP Midstream acts as general partner. As of September 30, 2016, DCP Midstream had an approximate 21% ownership interest in DCP Partners, including DCP Midstream’s limited partner and general partner interests.
Our reportable segments offer different products and services and are managed separately as business units. Management evaluates segment performance based on earnings before interest, taxes and depreciation and amortization (EBITDA). Cash, cash equivalents and short-term investments are managed at the parent-company levels, so the associated gains and losses from foreign currency transactions and interest and dividend income are excluded from the segments’ EBITDA. Our segment EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate EBITDA in the same manner. Transactions between reportable segments are accounted for on the same basis as transactions with unaffiliated third parties.

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Business Segment Data
Condensed Consolidated Statements of Operations
 
Unaffiliated
Revenues
 
Intersegment
Revenues
 
Total
Operating
Revenues
 
Depreciation and Amortization
 
Segment EBITDA/
Consolidated
Earnings before
Income Taxes
 
(in millions)
Three Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
Spectra Energy Partners
$
628

 
$

 
$
628

 
$
79

 
$
464

Distribution
209

 

 
209

 
47

 
77

Western Canada Transmission & Processing
236

 

 
236

 
56

 
93

Field Services

 

 

 

 
12

Total reportable segments
1,073

 

 
1,073

 
182

 
646

Other
2

 
16

 
18

 
11

 
(30
)
Eliminations

 
(16
)
 
(16
)
 

 

Depreciation and amortization

 

 

 

 
193

Interest expense

 

 

 

 
133

Interest income and other (a)

 

 

 

 
1

Total consolidated
$
1,075

 
$

 
$
1,075

 
$
193

 
$
291

 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
Spectra Energy Partners
$
612

 
$

 
$
612

 
$
74

 
$
488

Distribution
209

 

 
209

 
43

 
70

Western Canada Transmission & Processing
279

 
9

 
288

 
59

 
117

Field Services

 

 

 

 
(3
)
Total reportable segments
1,100

 
9

 
1,109

 
176

 
672

Other
3

 
16

 
19

 
12

 
(12
)
Eliminations

 
(25
)
 
(25
)
 

 

Depreciation and amortization

 

 

 

 
188

Interest expense

 

 

 

 
155

Interest income and other (a)

 

 

 

 
(4
)
Total consolidated
$
1,103

 
$

 
$
1,103

 
$
188

 
$
313

 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
Spectra Energy Partners
$
1,870

 
$

 
$
1,870

 
$
234

 
$
1,408

Distribution
958

 

 
958

 
138

 
351

Western Canada Transmission & Processing
784

 
15

 
799

 
173

 
313

Field Services

 

 

 

 
1

Total reportable segments
3,612

 
15

 
3,627

 
545

 
2,073

Other
6

 
48

 
54

 
37

 
(85
)
Eliminations

 
(63
)
 
(63
)
 

 

Depreciation and amortization

 

 

 

 
582

Interest expense

 

 

 

 
437

Interest income and other (a)

 

 

 

 
3

Total consolidated
$
3,618

 
$

 
$
3,618

 
$
582

 
$
972

 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
Spectra Energy Partners
$
1,821

 
$

 
$
1,821

 
$
220

 
$
1,421

Distribution
1,161

 

 
1,161

 
133

 
360

Western Canada Transmission & Processing
929

 
33

 
962

 
184

 
382

Field Services

 

 

 

 
(253
)
Total reportable segments
3,911

 
33

 
3,944

 
537

 
1,910

Other
7

 
47

 
54

 
37

 
(39
)
Eliminations

 
(80
)
 
(80
)
 

 

Depreciation and amortization

 

 

 

 
574

Interest expense

 

 

 

 
480

Interest income and other (a)

 

 

 

 
(5
)
Total consolidated
$
3,918

 
$

 
$
3,918

 
$
574

 
$
812

___________________________________
(a)
Includes foreign currency transaction gains and losses related to segment EBITDA.

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4. Regulatory Matters
Union Gas. In December 2015, Union Gas filed an application with the OEB for the disposition of the 2014 demand side management (DSM) deferral and variance account balances. As a result of this application, Union Gas has a receivable from customers of approximately $9 million as of September 30, 2016 and $8 million as of December 31, 2015, which is reflected as Current Assets—Other on the Condensed Consolidated Balance Sheets. In June 2016, the OEB approved Union Gas’ application as filed and Union Gas has begun to recover the receivable from ratepayers effective October 1, 2016.
In March 2016, Union Gas filed a Draft Rate Order with the OEB for rates effective January 1, 2016 based on the OEB’s February 24, 2016 updated Decision and Order on the 2015-2020 DSM Plan. In May 2016, a decision from the OEB was received approving recovery from ratepayers of approximately $19 million effective January 1, 2016 with an implementation date of July 1, 2016.
In April 2016, Union Gas filed an application with the OEB for the annual disposition of the 2015 deferral account balances. As a result, Union Gas has a net receivable from customers of approximately $18 million as of September 30, 2016 and December 31, 2015, which is primarily reflected as Current Assets—Other on the Condensed Consolidated Balance Sheets. Union Gas filed a Settlement Proposal with the OEB in July 2016 reflecting a full settlement on all issues in the proceeding. In August 2016, the OEB approved the Settlement Proposal as filed. Union Gas has begun to implement the disposition of the balances effective October 1, 2016.
5. Income Taxes
Income tax expense was $10 million for the three months ended September 30, 2016, compared to $70 million for the same period in 2015. Income tax expense was $160 million for the nine months ended September 30, 2016, compared to $164 million for the same period in 2015. The lower tax expense for the three-month period was primarily due to the sale of Empress on August 4, 2016 and the release of tax reserves. The nine-month periods include the $74 million tax impact of the loss on investment due to the impairment of goodwill at DCP Midstream in 2015, partially offset by tax rate changes in 2016.
The effective income tax rate was 3% for the three months ended September 30, 2016, compared to 22% for the same period in 2015. The effective income tax rate was 16% for the nine months ended September 30, 2016, compared to 20% for the same period in 2015. The lower effective income tax rate for the three-month period was primarily due to the sale of Empress on August 4, 2016 and the release of tax reserves. The nine-month periods include the $74 million tax impact of the loss on investment due to the impairment of goodwill at DCP Midstream in 2015, partially offset by tax rate changes in 2016.
There was an $8 million decrease in unrecognized tax benefits recorded during the nine months ended September 30, 2016. Although uncertain, we believe it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $20 million to $25 million prior to September 30, 2017 due to audit settlements and statute of limitations expirations.

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6. Earnings per Common Share
Basic earnings per common share (EPS) is computed by dividing net income from controlling interests by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income from controlling interests by the diluted weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other agreements to issue common stock, such as stock options, stock-based performance unit awards and phantom stock awards, were exercised, settled or converted into common stock.
The following table presents our basic and diluted EPS calculations:
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
(in millions, except per-share amounts)
Net income—controlling interests
$
195

 
$
174

 
$
578

 
$
459

Weighted-average common shares outstanding
 
 
 
 
 
 
 
Basic
701

 
671

 
692

 
671

Diluted
703

 
672

 
693

 
672

Basic earnings per common share (a)
$
0.28

 
$
0.26

 
$
0.84

 
$
0.68

Diluted earnings per common share (a)
$
0.28

 
$
0.26

 
$
0.83

 
$
0.68

___________________
(a)    Quarterly earnings per share amounts are stand-alone calculations and may not be additive to full-year amounts due to rounding.
7. Accumulated Other Comprehensive Income (Loss)
The following table presents the net of tax changes in Accumulated Other Comprehensive Income (AOCI) by component, excluding amounts attributable to noncontrolling interests:
 
Foreign Currency Translation Adjustments
 
Pension
and Post-retirement Benefit Plan Obligations
 
Gas Purchase Contract Hedges
 
Other
 
Total Accumulated Other Comprehensive Income (Loss)
 
(in millions)
June 30, 2016
$
425

 
$
(337
)
 
$

 
$
(2
)
 
$
86

Other AOCI activity
(78
)
 
5

 

 

 
(73
)
September 30, 2016
$
347

 
$
(332
)
 
$

 
$
(2
)
 
$
13

 
 
 
 
 
 
 
 
 
 
June 30, 2015
$
617

 
$
(338
)
 
$

 
$
(3
)
 
$
276

Other AOCI activity
(345
)
 
6

 

 
1

 
(338
)
September 30, 2015
$
272

 
$
(332
)
 
$

 
$
(2
)
 
$
(62
)
 
 
 
 
 
 
 
 
 
 
December 31, 2015
$
79

 
$
(346
)
 
$
(3
)
 
$
1

 
$
(269
)
Other AOCI activity
268

 
14

 
3

 
(3
)
 
282

September 30, 2016
$
347

 
$
(332
)
 
$

 
$
(2
)
 
$
13

 
 
 
 
 
 
 
 
 
 
December 31, 2014
$
1,016

 
$
(351
)
 
$
(3
)
 
$

 
$
662

Other AOCI activity
(744
)
 
19

 
3

 
(2
)
 
(724
)
September 30, 2015
$
272

 
$
(332
)
 
$

 
$
(2
)
 
$
(62
)

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8. Inventory
Inventory consists of natural gas held in storage for transmission and processing, and also includes materials and supplies. The NGLs previously included in inventory were disposed of as part of the Empress sale on August 4, 2016. See Note 2 for further discussion related to the sale of Empress. Natural gas inventories primarily relate to the Distribution segment in Canada and are valued at costs approved by the OEB. The difference between the approved price and the actual cost of gas purchased is recorded as either a receivable or a current liability, as appropriate, for future disposition with customers, subject to approval by the OEB. The remaining inventory is recorded at the lower of cost or market, primarily using average cost. The components of inventory are as follows:
 
September 30,
2016
 
December 31,
2015
 
(in millions)
Natural gas
$
214

 
$
217

NGLs

 
23

Materials and supplies
73

 
67

Total inventory
$
287

 
$
307

9. Investments in and Loans to Unconsolidated Affiliates
Our most significant investment in unconsolidated affiliates is our 50% investment in DCP Midstream, which is accounted for under the equity method of accounting. The following represents summary financial information for DCP Midstream, presented at 100%:
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
(in millions)
Operating revenues
$
1,961

 
$
1,851

 
$
4,974

 
$
5,763

Operating expenses
1,866

 
1,794

 
4,823

 
6,117

Operating income (loss)
95

 
57

 
151

 
(354
)
Net income (loss)
94

 
25

 
126

 
(472
)
Net income (loss) attributable to members’ interests
26

 
(6
)
 
8

 
(509
)
DCP Partners issues, from time to time, limited partner units to the public, which are recorded by DCP Midstream directly to its equity. Our proportionate share of gains from those issuances, totaled $2 million during the nine months ended September 30, 2015 and is reflected in Earnings (Loss) From Equity Investments in the Condensed Consolidated Statement of Operations.
During the third quarter of 2015, DCP Midstream finalized their goodwill impairment test. This resulted in the recognition of a $460 million goodwill impairment, which reduced our equity earnings from DCP Midstream by $123 million after-tax.
Related Party Transactions
During the third quarter of 2015, Gulfstream Natural Gas System, LLC (Gulfstream) issued unsecured debt of $800 million to fund the repayment of its current debt. Gulfstream distributed $396 million, our proportionate share of proceeds, to us of which we contributed $248 million back to Gulfstream in the fourth quarter of 2015 and the remaining $148 million, classified as Cash Flows from Investing Activities—Distribution to Equity Investment, in the second quarter of 2016.
10. Variable Interest Entities
Sabal Trail. On April 1, 2016, NextEra Energy, Inc. (NextEra) purchased a 9.5% interest in Sabal Trail Transmission, LLC (Sabal Trail) from SEP. Consideration for this transaction consisted of approximately $110 million cash, $102 million of which is classified as Cash Flows from Financing Activities—Contributions from Noncontrolling Interests. See Note 11 for additional information related to this transaction. As of September 30, 2016, we have an effective 37.9% ownership interest in Sabal Trail through our ownership of SEP. Sabal Trail is a joint venture that is constructing a natural gas pipeline to transport natural gas to Florida. Sabal Trail is a variable interest entity (VIE) due to insufficient equity at risk to finance its activities. We determined that we are the primary beneficiary because we direct the activities of Sabal Trail that most significantly impact its

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economic performance and we consolidate Sabal Trail in our financial statements. The current estimate of the total remaining construction cost is approximately $1.5 billion.
The following table summarizes the assets and liabilities for Sabal Trail:
Condensed Consolidated Balance Sheets Caption
September 30,
2016
 
December 31,
2015
 
(in millions)
Assets
 
 
 
Current assets
$
303

 
$
118

Net property, plant and equipment
1,363

 
773

Regulatory assets and deferred debits
58

 
25

Total Assets
$
1,724

 
$
916

Liabilities and Equity
 
 
 
Current liabilities
$
128

 
$
84

Equity
1,596

 
832

Total Liabilities and Equity
$
1,724

 
$
916

Nexus. We have an effective 37.9% ownership interest in Nexus Gas Transmission, LLC (Nexus) through our ownership of SEP. Nexus is a joint venture that is constructing a natural gas pipeline from Ohio to Michigan and continuing on to Ontario, Canada. Nexus is a VIE due to insufficient equity at risk to finance its activities. We determined that we are not the primary beneficiary because the power to direct the activities of Nexus that most significantly impact its economic performance is shared. Nexus is accounted for under the equity method of accounting. Our maximum exposure to loss is $1.0 billion. We have an investment in Nexus of $281 million and $90 million as of September 30, 2016 and December 31, 2015, respectively, classified as Investments in and Loans to Unconsolidated Affiliates on our Condensed Consolidated Balance Sheets.
11. Intangible Asset
During the first quarter of 2016, SEP entered into a project coordination agreement (PCA) with NextEra, Duke Energy Corporation (Duke Energy) and Williams Partners L.P. In accordance with the agreement, payments will be made, based on SEP’s proportional ownership interest in Sabal Trail, as certain milestones of the project are met. During the first quarter of 2016, the first milestone was achieved and paid, consisting of $48 million.
On April 1, 2016, NextEra purchased an additional 9.5% interest in Sabal Trail from SEP, reducing SEP’s ownership interest in Sabal Trail to 50%. Upon purchase of the additional ownership interest, NextEra reimbursed SEP $8 million for NextEra’s proportional share of the first milestone payment.
During the third quarter of 2016, the second milestone was achieved and paid, consisting of $40 million. The milestone payments are classified as Cash Flows from Investing Activities—Purchase of Intangible, Net. This PCA, in the amount of $80 million as of September 30, 2016, is an intangible asset and is classified as Investments and Other Assets—Other on our Condensed Consolidated Balance Sheet. The intangible asset will be amortized over a period of 25 years beginning at the time of in-service of Sabal Trail, which is expected to occur during the first half of 2017.
12. Goodwill
We perform our goodwill impairment test annually and evaluate goodwill when events or changes in circumstances indicate that its carrying value may not be recoverable. We completed our annual goodwill impairment test as of April 1, 2016 and no impairments were identified.
We perform our annual review for goodwill impairment at the reporting unit level, which is identified by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available, whether segment management regularly reviews the operating results of those components and whether the economic and regulatory characteristics are similar. We determined that our reporting units are equivalent to our reportable segments, except for the reporting units of our Western Canada Transmission & Processing and Spectra Energy Partners reportable segments, which are one level below.
As permitted under accounting guidance on testing goodwill for impairment, we perform either a qualitative assessment or a quantitative assessment of each of our reporting units based on management’s judgment. With respect to our qualitative assessments, we consider events and circumstances specific to us, such as macroeconomic conditions, industry and market

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considerations, cost factors and overall financial performance, when evaluating whether it is more likely than not that the fair values of our reporting units are less than their respective carrying amounts.
See Note 9 for discussion related to the 2015 impairment of goodwill recognized by DCP Midstream.
13. Marketable Securities and Restricted Funds
We routinely invest excess cash and various restricted balances in securities such as commercial paper, bankers acceptances, corporate debt securities, Canadian equity securities, treasury bills and money market securities in the U.S. and Canada. We do not purchase marketable securities for speculative purposes; therefore we do not have any securities classified as trading securities. While we do not routinely sell marketable securities prior to their scheduled maturity dates, some of our investments may be held and restricted for insurance purposes, capital expenditures and NEB regulatory requirements, so these investments are classified as available-for-sale (AFS) marketable securities as they may occasionally be sold prior to their scheduled maturity dates due to the unexpected timing of cash needs. Initial investments in securities are classified as purchases of the respective type of securities (AFS marketable securities or held-to-maturity (HTM) marketable securities). Maturities of securities are classified within proceeds from sales and maturities of securities in the Condensed Consolidated Statements of Cash Flows.
AFS Securities. AFS Securities are as follows:
 
Estimated Fair Value
 
September 30,
2016
 
December 31,
2015
 
(in millions)
Corporate debt securities (a)
$
20

 
$
31

Canadian equity securities (b)
17

 

Total available-for-sale securities
$
37

 
$
31

___________________________________
(a)
Amounts related to certain construction projects.
(b)
Amounts related to restricted funds held and collected from customers of Western Canada Transmission & Processing and Express-Platte for Canadian pipeline abandonment in accordance with the NEB’s regulatory requirements.
Our AFS securities are classified on the Condensed Consolidated Balance Sheets as follows:
 
 
Estimated Fair Value
 
 
September 30,
2016
 
December 31,
2015
 
 
(in millions)
Restricted funds
 
 
 
Investments and other assets—other
$
31

 
$
11

Non-restricted funds
 
 
 
Current assets—other
6

 
20

Total available-for-sale securities
$
37

 
$
31

At September 30, 2016, the weighted-average contractual maturity of outstanding AFS securities was less than one year.
There were no material gross unrealized holding gains or losses associated with investments in AFS securities at September 30, 2016 or December 31, 2015.

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HTM Securities. HTM securities are as follows:
 
 
Estimated Fair Value
Description
Condensed Consolidated Balance Sheets Caption
September 30,
2016
 
December 31,
2015
 
 
(in millions)
Bankers acceptances
Current assets—other
$
44

 
$
30

Canadian government securities
Current assets—other
25

 
24

Money market securities
Current assets—other
8

 
3

Canadian government securities
Investments and other assets—other
52

 
50

Bankers acceptances
Investments and other assets—other

 
12

Total held-to-maturity securities
$
129

 
$
119

All of our HTM securities are restricted funds pursuant to certain M&N Canada and Express-Platte (our crude oil pipeline system) debt agreements. The funds restricted for M&N Canada, plus future cash from operations that would otherwise be available for distribution to the partners of M&N Canada, are required to be placed in escrow until the balance in escrow is sufficient to fund all future debt service on the M&N Canada 6.90% senior secured notes. There are sufficient funds held in escrow to fund all future debt service on these M&N Canada notes as of September 30, 2016.
At September 30, 2016, the weighted-average contractual maturity of outstanding HTM securities was less than one year.
There were no material gross unrecognized holding gains or losses associated with investments in HTM securities at September 30, 2016 or December 31, 2015.
Other Restricted Funds. In addition to the portions of the AFS and HTM securities that were restricted as described above, we had other restricted funds totaling $25 million at September 30, 2016 and $11 million at December 31, 2015 classified as Current Assets—Other on the Condensed Consolidated Balance Sheets. Included in these restricted funds are $13 million at September 30, 2016 of funds received from the province of Ontario related to the Green Investment Fund that is to be distributed to eligible homeowners, based on specific energy conservation initiatives at Union Gas and $12 million and $11 million at September 30, 2016 and December 31, 2015, respectively, related to additional amounts for insurance.
We also had other restricted funds totaling $43 million at September 30, 2016 and $38 million at December 31, 2015 classified as Investments and Other Assets—Other on the Condensed Consolidated Balance Sheets. Included in these restricted funds are $17 million and $24 million at September 30, 2016 and December 31, 2015, respectively, related to funds held and collected from customers of Western Canada Transmission & Processing and Express-Platte for Canadian pipeline abandonment in accordance with the NEB’s regulatory requirements, $7 million and $14 million, respectively, related to certain construction projects and $19 million at September 30, 2016 of funds received from the province of Ontario related to the Green Investment Fund.
Changes in restricted balances are presented within Cash Flows from Investing Activities on our Condensed Consolidated Statements of Cash Flows.

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14. Debt and Credit Facilities
Available Credit Facilities and Restrictive Debt Covenants
 
Expiration
Date
 
Total
Credit
Facilities
Capacity
 
Commercial Paper Outstanding at September 30, 2016
 
Available
Credit
Facilities
Capacity
 
 
 
(in millions)
Spectra Energy Capital, LLC
 
 
 
 
 
 
 
Multi-year syndicated (a)
2021
 
$
1,000

 
$
460

 
$
540

364-day syndicated (a)
2017
 
2,000

 

 
2,000

SEP (b)
2021
 
2,500

 
1,177

 
1,323

Westcoast (c)
2021
 
305

 

 
305

Union Gas (d)
2021
 
533

 

 
533

Total
 
 
$
6,338

 
$
1,637

 
$
4,701

_________
(a)
Revolving credit facilities contain a covenant requiring the Spectra Energy consolidated debt-to-total capitalization ratio, as defined in the agreements, to not exceed 65%. Per the terms of the agreements, collateralized debt is excluded from the calculation of the ratio. This ratio was 55.8% at September 30, 2016.
(b)
Revolving credit facility contains a covenant that requires SEP to maintain a ratio of total Consolidated Indebtedness-to-Consolidated EBITDA, as defined in the agreement, of 5.0 to 1 or less. As of September 30, 2016, this ratio was 3.7 to 1.
(c)
U.S. dollar equivalent at September 30, 2016. The revolving credit facility is 400 million Canadian dollars and contains a covenant that requires the Westcoast non-consolidated debt-to-total capitalization ratio to not exceed 75%. The ratio was 31.1% at September 30, 2016.
(d)
U.S. dollar equivalent at September 30, 2016. The revolving credit facility is 700 million Canadian dollars and contains a covenant that requires the Union Gas debt-to-total capitalization ratio to not exceed 75% and a provision which requires Union Gas to repay all borrowings under the facility for a period of two days during the second quarter of each year. The ratio was 68.1% at September 30, 2016.
On September 29, 2016, we entered into a new one-year, $2 billion credit facility at Spectra Energy Capital, LLC (Spectra Capital), which expires in 2017. Proceeds from borrowings under the credit facility will be used for general corporate purposes. Amounts borrowed under the credit facility must be repaid following any change in control, including any that results from the proposed merger with Enbridge.
On April 29, 2016, we amended the Union Gas and SEP revolving credit agreements. The Union Gas revolving credit facility was increased to 700 million Canadian dollars and the SEP revolving facility was increased to $2.5 billion. The expiration of both facilities was extended, with both facilities expiring in 2021.
On April 29, 2016, we amended the Westcoast and Spectra Capital revolving credit agreements. The expiration of both credit facilities was extended, with both facilities expiring in 2021.
The issuances of commercial paper, letters of credit and revolving borrowings reduce the amount available under the credit facilities. As of September 30, 2016, there were no letters of credit issued or revolving borrowings outstanding under the credit facilities.
Our credit agreements contain various covenants, including the maintenance of certain financial ratios. Failure to meet those covenants beyond applicable grace periods could result in accelerated due dates and/or termination of the agreements. As of September 30, 2016, we were in compliance with those covenants. In addition, our credit agreements allow for acceleration of payments or termination of the agreements due to nonpayment, or in some cases, due to the acceleration of other significant indebtedness of the borrower or some of its subsidiaries. Our debt and credit agreements do not contain provisions that trigger an acceleration of indebtedness based solely on the occurrence of a material adverse change in our financial condition or results of operations.
Debt Issuances. On May 31, 2016, Union Gas issued 250 million Canadian dollars (approximately $191 million as of the issuance date) of 2.81% unsecured notes due 2026 and 250 million Canadian dollars (approximately $191 million as of the issuance date) of 3.80% unsecured notes due 2046. Net proceeds from the offerings were used for repayment of short term debt and debt maturities, capital expenditures and general corporate purposes.

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15. Preferred Stock of Subsidiaries
On August 30, 2016, Westcoast issued 12 million Cumulative 5-Year Minimum Rate Reset Redeemable First Preferred Shares, Series 12 for an aggregate principal amount of 300 million Canadian dollars (approximately $229 million as of the issuance date). Net proceeds from the issuance were used to fund capital expenditures and for general corporate purposes.
16. Fair Value Measurements
The following presents, for each of the fair value hierarchy levels, assets and liabilities that are measured and recorded at fair value on a recurring basis:


Description


Condensed Consolidated Balance Sheet Caption
September 30, 2016
Total
 
Level 1
 
Level 2
 
Level 3
 
 
(in millions)
Corporate debt securities
Cash and cash equivalents
$
346

 
$

 
$
346

 
$

Corporate debt securities
Current assets—other
6

 

 
6

 

Interest rate swaps
Current assets—other
1

 

 
1

 

Corporate debt securities
Investments and other assets—other
14

 

 
14

 

Interest rate swaps
Investments and other assets—other
55

 

 
55

 

Canadian equity securities
Investments and other assets—other
17

 
17

 

 

Total Assets
$
439

 
$
17

 
$
422

 
$



Description


Condensed Consolidated Balance Sheet Caption
December 31, 2015
Total
 
Level 1
 
Level 2
 
Level 3
 
 
(in millions)
Corporate debt securities
Cash and cash equivalents
$
137

 
$

 
$
137

 
$

Corporate debt securities
Current assets—other
20

 

 
20

 

Commodity derivatives
Current assets—other
36

 

 

 
36

Commodity derivatives
Investments and other assets—other
5

 

 

 
5

Corporate debt securities
Investments and other assets—other
11

 

 
11

 

Interest rate swaps
Investments and other assets—other
37

 

 
37

 

Total Assets
$
246

 
$

 
$
205

 
$
41

The following presents changes in Level 3 assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs:
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
(in millions)
Derivative assets (liabilities)
 
 
 
 
 
 
 
Fair value, beginning of period
$
(2
)
 
$
50

 
$
41

 
$
78

Total gains (losses):
 
 
 
 
 
 
 
Included in earnings
8

 
18

 
(7
)
 
27

Included in other comprehensive income

 
(4
)
 
1

 
(9
)
Purchases

 
(5
)
 
(1
)
 
(2
)
Settlements
(6
)
 
(6
)
 
(34
)
 
(41
)
Fair value, end of period
$

 
$
53

 
$

 
$
53

Unrealized gains (losses) relating to instruments held at the end of the period
$

 
$
5

 
$

 
$
(11
)
Level 1
Level 1 valuations represent quoted unadjusted prices for identical instruments in active markets.

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Table of Contents


Level 2 Valuation Techniques
Fair values of our financial instruments that are actively traded in the secondary market, including our long-term debt, are determined based on market-based prices. These valuations may include inputs such as quoted market prices of the exact or similar instruments, broker or dealer quotations, or alternative pricing sources that may include models or matrix pricing tools, with reasonable levels of price transparency.
For interest rate swaps, we utilize data obtained from a third-party source for the determination of fair value. Both the future cash flows for the fixed-leg and floating-leg of our swaps are discounted to present value. In addition, credit default swap rates are used to develop the adjustment for credit risk embedded in our positions. We believe that since some of the inputs and assumptions for the calculations of fair value are derived from observable market data, a Level 2 classification is appropriate.
Level 3 Valuation Techniques
Level 3 valuation techniques include the use of pricing models, discounted cash flow methodologies or similar techniques where at least one significant model assumption or input is unobservable. Level 3 financial instruments also include those for which the determination of fair value require significant management judgment or estimation.
As of September 30, 2016, there are no financial instruments classified as Level 3. Those reported in Level 3 at December 31, 2015 consisted of NGL revenue swap contracts related to the Empress assets in Western Canada Transmission & Processing, which were disposed of on August 4, 2016. See Note 2 for further discussion related to the sale of Empress. As of December 31, 2015, we reported certain of our NGL basis swaps at fair value using Level 3 inputs due to such derivatives not having observable market prices for substantially the full term of the derivative asset or liability. For valuations that included both observable and unobservable inputs, if the unobservable input was determined to be significant to the overall inputs, the entire valuation was categorized in Level 3. This included derivatives valued using indicative price quotations whose contract length extended into unobservable periods.
The fair value of these NGL basis swaps was determined using a discounted cash flow valuation technique based on a forward commodity basis curve. For those derivatives, the primary input to the valuation model was the forward commodity basis curve, which was based on observable or public data sources and extrapolated when observable prices were not available.
Financial Instruments
The fair values of financial instruments that are recorded and carried at book value are summarized in the following table. Judgment is required in interpreting market data to develop the estimates of fair value. These estimates are not necessarily indicative of the amounts we could have realized in current markets.
 
September 30, 2016
 
December 31, 2015
 
Book
Value
 
Approximate
Fair Value
 
Book
Value
 
Approximate
Fair Value
 
(in millions)
Note receivable, noncurrent (a)
$
71

 
$
71

 
$
71

 
$
71

Long-term debt, including current maturities (b)
13,563

 
15,031

 
13,567

 
13,891

__________
(a)
Included within Investments in and Loans to Unconsolidated Affiliates.
(b)
Excludes commercial paper, capital leases, unamortized items and fair value hedge carrying value adjustments.
The fair value of our long-term debt is determined based on market-based prices as described in the Level 2 valuation technique described above and is classified as Level 2.
The fair values of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, notes receivable—noncurrent, accounts payable and commercial paper are not materially different from their carrying amounts because of the short-term nature of these instruments or because the stated rates approximate market rates.
During the nine months ended September 30, 2016 and 2015, there were no material adjustments to assets and liabilities measured at fair value on a nonrecurring basis.

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17. Risk Management and Hedging Activities
We are exposed to the impact of market fluctuations in the prices of NGLs and natural gas purchased as a result of our investment in DCP Midstream and processing operations associated with our U.S. pipeline assets. Exposure to interest rate risk exists as a result of the issuance of variable and fixed-rate debt and commercial paper. We are exposed to foreign currency risk from our Canadian operations. We employ established policies and procedures to manage our risks associated with these market fluctuations, which may include the use of derivatives, mostly around interest rate and commodity exposures. As of April 2016, we ceased entering into new contracts under our Empress risk management program. See Note 2 for further discussion related to the sale of Empress.
DCP Midstream manages their direct exposure to market prices separate from Spectra Energy, and utilizes various risk management strategies, including the use of commodity derivatives.
Other than the interest rate swaps and commodity derivatives as described below, we did not have significant derivatives outstanding during the nine months ended September 30, 2016.
Interest Rate Swaps
At September 30, 2016, we had “pay floating—receive fixed” interest rate swaps outstanding with a total notional amount of $2 billion to hedge against changes in the fair value of our fixed-rate debt that arise as a result of changes in market interest rates. These swaps also allow us to transform a portion of the underlying interest payments related to our long-term fixed-rate debt securities into variable-rate interest payments in order to achieve our desired mix of fixed and variable-rate debt.
Information about our interest rate swaps that had netting or rights of offset arrangements is as follows:
 
September 30, 2016
 
December 31, 2015
 
Gross Amounts
Presented in
the Condensed
Consolidated
Balance Sheet
 
Amounts Not
Offset in the
Condensed
Consolidated
Balance Sheet
 
Net
Amount
 
Gross Amounts
Presented in
the Condensed
Consolidated
Balance Sheet
 
Amounts Not
Offset in the
Condensed
Consolidated
Balance Sheet
 
Net
Amount
Description
(in millions)
Assets
$
56

 
$

 
$
56

 
$
37

 
$

 
$
37

Commodity Derivatives
At September 30, 2016, we had no commodity mark-to-market derivatives outstanding. At December 31, 2015, we had commodity mark-to-market derivatives outstanding that had netting or rights of offset arrangements as follows:
 
December 31, 2015


Gross 
Amounts
 
Gross
Amounts
Offset
 
Net Amount Presented in the Condensed Consolidated Balance Sheet
Description
(in millions)
Assets
$
104

 
$
63

 
$
41

Liabilities
63

 
63

 

Information regarding the impacts of commodity derivatives on our Condensed Consolidated Statements of Operations is as follows:
 
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
Derivatives
Condensed Consolidated Statements of Operations Caption
2016
 
2015
 
2016
 
2015
 
 
(in millions)
Commodity derivatives
Sales of natural gas liquids
$
8

 
$
13

 
$
(8
)
 
$
25

18. Commitments and Contingencies
Environmental
We are subject to various U.S. federal, state and local laws and regulations, as well as Canadian federal and provincial laws, regarding air and water quality, climate change, hazardous and solid waste disposal and other environmental matters. These laws and regulations can change from time to time, imposing new obligations on us.

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Like others in the energy industry, we and our affiliates are responsible for environmental remediation at various contaminated sites. These include some properties that are part of our ongoing operations, sites formerly owned or used by us, and sites owned by third parties. Remediation typically involves management of contaminated soils and may involve groundwater remediation. Managed in conjunction with relevant federal, state/provincial and local agencies, activities vary with site conditions and locations, remedial requirements, complexity and sharing of responsibility. If remediation activities involve statutory joint and several liability provisions, strict liability, or cost recovery or contribution actions, we or our affiliates could potentially be held responsible for contamination caused by other parties. In some instances, we may share liability associated with contamination with other potentially responsible parties, and may also benefit from contractual indemnities that cover some or all cleanup costs. All of these sites generally are managed in the normal course of business or affiliated operations.
Litigation
Litigation and Legal Proceedings. We are involved in legal, tax and regulatory proceedings in various forums arising in the ordinary course of business, including matters regarding contract and payment claims, some of which involve substantial monetary amounts. We have insurance coverage for certain of these losses should they be incurred. We believe that the final disposition of these proceedings will not have a material effect on our consolidated results of operations, financial position or cash flows.
Legal costs related to the defense of loss contingencies are expensed as incurred. We had no material reserves for legal matters recorded as of September 30, 2016 or December 31, 2015 related to litigation.
Other Commitments and Contingencies
See Note 19 for a discussion of guarantees and indemnifications.
19. Guarantees and Indemnifications
We have various financial guarantees and indemnifications which are issued in the normal course of business. As discussed below, these contracts include financial guarantees, stand-by letters of credit, debt guarantees, surety bonds and indemnifications. We enter into these arrangements to facilitate a commercial transaction with a third party by enhancing the value of the transaction to the third party. To varying degrees, these guarantees involve elements of performance and credit risk, which are not included on our Condensed Consolidated Balance Sheets. The possibility of having to perform under these guarantees and indemnifications is largely dependent upon future operations of various subsidiaries, investees and other third parties, or the occurrence of certain future events.
We have issued performance guarantees to customers and other third parties that guarantee the payment and performance of other parties, including certain non-100%-owned entities. In connection with our spin-off from Duke Energy in 2007, certain guarantees that were previously issued by us were assigned to, or replaced by, Duke Energy as guarantor in 2006. For any remaining guarantees of other Duke Energy obligations, Duke Energy has indemnified us against any losses incurred under these guarantee arrangements. The maximum potential amount of future payments we could have been required to make under these performance guarantees as of September 30, 2016 was approximately $406 million, which has been indemnified by Duke Energy as discussed above. One of these outstanding performance guarantees, which has a maximum potential amount of future payment of $201 million, expires in 2028. The remaining guarantees have no contractual expirations.
We have also issued joint and several guarantees to some of the Duke/Fluor Daniel (D/FD) project owners, guaranteeing the performance of D/FD under its engineering, procurement and construction contracts and other contractual commitments in place at the time of our spin-off from Duke Energy. D/FD is one of the entities transferred to Duke Energy in connection with our spin-off. Substantially all of these guarantees have no contractual expiration and no stated maximum amount of future payments that we could be required to make. Fluor Enterprises Inc., as 50% owner in D/FD, issued similar joint and several guarantees to the same D/FD project owners.
Westcoast, a 100%-owned subsidiary, has issued performance guarantees to third parties guaranteeing the performance of unconsolidated entities, such as equity method investments, and of entities previously sold by Westcoast to third parties. Those guarantees require Westcoast to make payment to the guaranteed third party upon the failure of such unconsolidated or sold entity to make payment under some of its contractual obligations, such as debt agreements, purchase contracts and leases.
We have entered into various indemnification agreements related to purchase and sale agreements and other types of contractual agreements with vendors and other third parties. These agreements typically cover environmental, litigation and other matters, as well as breaches of representations, warranties and covenants. Typically, claims may be made by third parties for various periods of time, depending on the nature of the claim. Our potential exposure under these indemnification

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agreements can range from a specified amount, such as the purchase price, to an unlimited dollar amount, depending on the nature of the claim and the particular transaction. We are unable to estimate the total potential amount of future payments under these indemnification agreements due to several factors, such as the unlimited exposure under certain guarantees.
As of September 30, 2016, the amounts recorded for the guarantees and indemnifications described above are not material, both individually and in the aggregate.
20. Issuances of Common Stock
On March 1, 2016, we entered into an equity distribution agreement under which we may sell and issue common stock up to an aggregate offering price of $500 million. The equity distribution agreement allows us to offer and sell common stock at prices deemed appropriate through sales agents. Sales of common stock under the equity distribution agreement will be made by means of ordinary brokers’ transactions through the facilities of the New York Stock Exchange (NYSE), in block transactions, or as otherwise agreed upon by one or more of the sales agents and us. We intend to use the net proceeds from sales under this at-the-market program for general corporate purposes, including investments in subsidiaries to fund capital expenditures. We issued approximately 12.9 million of common shares to the public under this program, for total net proceeds of $383 million through September 30, 2016.
In April 2016, we issued 16.1 million common shares to the public for net proceeds of approximately $479 million. Net proceeds from the offering were used to purchase approximately 10.4 million common units in SEP. SEP used the proceeds from our unit purchase for general corporate purposes, including the funding of its current expansion capital plan.
21. Issuances of SEP Units
During the nine months ended September 30, 2016, SEP issued 10.4 million common units to the public under its at-the-market program and approximately 212,000 general partner units to Spectra Energy. Total net proceeds to SEP were $483 million (net proceeds to Spectra Energy were $473 million).
In April 2016, SEP issued 10.4 million common units and 0.2 million general partner units to Spectra Energy in a private placement transaction. See Note 20 for further discussion.
In connection with the issuances of the units, a $40 million gain ($25 million net of tax) to Additional Paid-in Capital and a $432 million increase in Equity—Noncontrolling Interests were recorded during the nine months ended September 30, 2016. The issuances decreased Spectra Energy’s ownership in SEP from 78% to 76% at September 30, 2016.
The following table presents the effects of the issuances of SEP units:
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
(in millions)
Net income—controlling interests
$
195

 
$
174

 
$
578

 
$
459

Increase in additional paid-in capital resulting from issuances of SEP units
10

 
24

 
25

 
49

Total net income—controlling interests and changes in
equity—controlling interests
$
205

 
$
198

 
$
603

 
$
508

22. Employee Benefit Plans
Retirement Plans. We have a qualified non-contributory defined benefit (DB) retirement plan for U.S. employees and non-qualified, non-contributory, unfunded defined benefit plans which cover certain current and former U.S. executives. Our Westcoast subsidiary maintains qualified and non-qualified, contributory and non-contributory, DB and defined contribution (DC) retirement plans covering substantially all employees of our Canadian operations.
Our policy is to fund our retirement plans, where applicable, on an actuarial basis to provide assets sufficient to meet benefits to be paid to plan participants or as required by legislation or plan terms. We made contributions of $16 million to our U.S. retirement plans in both of the nine months ended September 30, 2016 and 2015. We made total contributions to the Canadian DC and DB plans of $20 million in the nine months ended September 30, 2016 and $23 million in the same period in 2015. We anticipate that we will make total contributions of approximately $22 million to the U.S. plans and approximately $26 million to the Canadian plans in 2016.

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Qualified and Non-Qualified Pension Plans—Components of Net Periodic Pension Cost
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
(in millions)
U.S.
 
 
 
 
 
 
 
Service cost benefit earned
$
4

 
$
4

 
$
14

 
$
14

Interest cost on projected benefit obligation
7

 
6

 
19

 
18

Expected return on plan assets
(9
)
 
(10
)
 
(29
)
 
(31
)
Amortization of loss
1

 
2

 
5

 
7

Net periodic pension cost
$
3

 
$
2

 
$
9

 
$
8

 
 
 
 
 
 
 
 
Canada
 
 
 
 
 
 
 
Service cost benefit earned
$
8

 
$
8

 
$
23

 
$
24

Interest cost on projected benefit obligation
10

 
11

 
32

 
33

Expected return on plan assets
(16
)
 
(16
)
 
(48
)
 
(50
)
Amortization of loss
5

 
6

 
14

 
19

Amortization of prior service cost

 

 
1

 
1

Net periodic pension cost
$
7

 
$
9

 
$
22

 
$
27

Other Post-Retirement Benefit Plans. We provide certain health care and life insurance benefits for retired employees on a contributory and non-contributory basis. Employees are eligible for these benefits if they have met age and service requirements at retirement, as defined in the plans.
Other Post-Retirement Benefit Plans—Components of Net Periodic Benefit Cost 
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
(in millions)
U.S.
 
 
 
 
 
 
 
Service cost benefit earned
$

 
$
1

 
$

 
$
1

Interest cost on accumulated post-retirement benefit obligation
2

 
1

 
6

 
5

Expected return on plan assets
(2
)
 
(1
)
 
(4
)
 
(4
)
Net periodic other post-retirement benefit cost
$

 
$
1

 
$
2

 
$
2

 
 
 
 
 
 
 
 
Canada
 
 
 
 
 
 
 
Service cost benefit earned
$
1

 
$
1

 
$
2

 
$
3

Interest cost on accumulated post-retirement benefit obligation
1

 
1

 
3

 
3

Net periodic other post-retirement benefit cost
$
2

 
$
2

 
$
5

 
$
6

Retirement/Savings Plan. In addition to the retirement plans described above, we also have defined contribution employee savings plans available to both U.S. and Canadian employees. Employees may participate in a matching contribution where we match a certain percentage of before-tax employee contributions of up to 6% of eligible pay per pay period for U.S. employees and up to 5% of eligible pay per pay period for Canadian employees. We expensed pre-tax employer matching contributions of $4 million in both of the three months ended September 30, 2016 and 2015, and $11 million in both of the nine months ended September 30, 2016 and 2015 for U.S. employees. We expensed pre-tax employer matching contributions of $3 million and $2 million in the three months ended September 30, 2016 and 2015, respectively, and $9 million and $8 million in the nine months ended September 30, 2016 and 2015, respectively, for Canadian employees.

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23. Condensed Consolidating Financial Information
Spectra Energy Corp has agreed to fully and unconditionally guarantee the payment of principal and interest under all series of notes outstanding under the Senior Indenture of Spectra Capital, a 100%-owned, consolidated subsidiary. In accordance with Securities and Exchange Commission (SEC) rules, the following condensed consolidating financial information is presented. The information shown for Spectra Energy Corp and Spectra Capital is presented utilizing the equity method of accounting for investments in subsidiaries, as required. The non-guarantor subsidiaries column represents all consolidated subsidiaries of Spectra Capital. This information should be read in conjunction with our accompanying Condensed Consolidated Financial Statements and notes thereto.
Spectra Energy Corp
Condensed Consolidating Statements of Operations
(Unaudited)
(In millions)
 
Spectra
Energy
Corp
 
Spectra
Capital
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Three Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
Total operating revenues
$

 
$

 
$
1,076

 
$
(1
)
 
$
1,075

Total operating expenses
(5
)
 
1

 
759

 
(1
)
 
754

Operating income (loss)
5

 
(1
)
 
317

 

 
321

Earnings from equity investments

 

 
51

 

 
51

Equity in earnings of consolidated subsidiaries
193

 
272

 

 
(465
)
 

Other income and expenses, net

 

 
52

 

 
52

Interest expense

 
47

 
86

 

 
133

Earnings before income taxes
198

 
224

 
334

 
(465
)
 
291

Income tax expense (benefit)
3

 
31

 
(24
)
 

 
10

Net income
195

 
193

 
358

 
(465
)
 
281

Net income—noncontrolling interests

 

 
86

 

 
86

Net income—controlling interests
$
195

 
$
193

 
$
272

 
$
(465
)
 
$
195

 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
Total operating revenues
$

 
$

 
$
1,105

 
$
(2
)
 
$
1,103

Total operating expenses
2

 
(1
)
 
715

 
(2
)
 
714

Operating income (loss)
(2
)
 
1

 
390

 

 
389

Earnings from equity investments

 

 
48

 

 
48

Equity in earnings of consolidated subsidiaries
170

 
307

 

 
(477
)
 

Other income and expenses, net

 
(1
)
 
32

 

 
31

Interest expense

 
61

 
94

 

 
155

Earnings before income taxes
168

 
246

 
376

 
(477
)
 
313

Income tax expense (benefit)
(6
)
 
76

 

 

 
70

Net income
174

 
170

 
376

 
(477
)
 
243

Net income—noncontrolling interests

 

 
69

 

 
69

Net income—controlling interests
$
174

 
$
170

 
$
307

 
$
(477
)
 
$
174


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Table of Contents


Spectra Energy Corp
Condensed Consolidating Statements of Operations
(Unaudited)
(In millions)

 
Spectra
Energy
Corp
 
Spectra
Capital
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Nine Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
Total operating revenues
$

 
$

 
$
3,620

 
$
(2
)
 
$
3,618

Total operating expenses

 
3

 
2,431

 
(2
)
 
2,432

Operating income (loss)

 
(3
)
 
1,189

 

 
1,186

Earnings from equity investments

 

 
100

 

 
100

Equity in earnings of consolidated subsidiaries
564

 
925

 

 
(1,489
)
 

Other income and expenses, net
(2
)
 

 
125

 

 
123

Interest expense

 
170

 
267

 

 
437

Earnings before income taxes
562

 
752

 
1,147

 
(1,489
)
 
972

Income tax expense (benefit)
(16
)
 
188

 
(12
)
 

 
160

Net income
578

 
564

 
1,159

 
(1,489
)
 
812

Net income—noncontrolling interests

 

 
234

 

 
234

Net income—controlling interests
$
578

 
$
564

 
$
925

 
$
(1,489
)
 
$
578

 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
Total operating revenues
$

 
$

 
$
3,921

 
$
(3
)
 
$
3,918

Total operating expenses
5

 
(2
)
 
2,582

 
(3
)
 
2,582

Operating income (loss)
(5
)
 
2

 
1,339

 

 
1,336

Loss from equity investments

 

 
(117
)
 

 
(117
)
Equity in earnings of consolidated subsidiaries
445

 
790

 

 
(1,235
)
 

Other income and expenses, net

 
(1
)
 
74

 

 
73

Interest expense

 
183

 
297

 

 
480

Earnings before income taxes
440

 
608

 
999

 
(1,235
)
 
812

Income tax expense (benefit)
(19
)
 
163

 
20

 

 
164

Net income
459

 
445

 
979

 
(1,235
)
 
648

Net income—noncontrolling interests

 

 
189

 

 
189

Net income—controlling interests
$
459

 
$
445

 
$
790

 
$
(1,235
)
 
$
459



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Table of Contents


Spectra Energy Corp
Condensed Consolidating Statements of Comprehensive Income
(Unaudited)
(In millions)

 
Spectra
Energy
Corp
 
Spectra
Capital
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Three Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
Net income
$
195

 
$
193

 
$
358

 
$
(465
)
 
$
281

Other comprehensive income (loss)
2

 

 
(77
)
 

 
(75
)
Total comprehensive income, net of tax
197

 
193

 
281

 
(465
)
 
206

Less: comprehensive income—noncontrolling interests

 

 
84

 

 
84

Comprehensive income—controlling interests
$
197

 
$
193

 
$
197

 
$
(465
)
 
$
122

 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
Net income
$
174

 
$
170

 
$
376

 
$
(477
)
 
$
243

Other comprehensive income (loss)
2

 
1

 
(346
)
 

 
(343
)
Total comprehensive income (loss), net of tax
176

 
171

 
30

 
(477
)
 
(100
)
Less: comprehensive income—noncontrolling interests

 

 
64

 

 
64

Comprehensive income (loss)—controlling interests
$
176

 
$
171

 
$
(34
)
 
$
(477
)
 
$
(164
)
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
Net income
$
578

 
$
564

 
$
1,159

 
$
(1,489
)
 
$
812

Other comprehensive income
4

 

 
283

 

 
287

Total comprehensive income, net of tax
582

 
564

 
1,442

 
(1,489
)
 
1,099

Less: comprehensive income—noncontrolling interests

 

 
239

 

 
239

Comprehensive income—controlling interests
$
582

 
$
564

 
$
1,203

 
$
(1,489
)
 
$
860

 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
Net income
$
459

 
$
445

 
$
979

 
$
(1,235
)
 
$
648

Other comprehensive income (loss)
5

 
1

 
(741
)
 

 
(735
)
Total comprehensive income (loss), net of tax
464

 
446

 
238

 
(1,235
)
 
(87
)
Less: comprehensive income—noncontrolling interests

 

 
178

 

 
178

Comprehensive income (loss)—controlling interests
$
464

 
$
446

 
$
60

 
$
(1,235
)
 
$
(265
)



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Spectra Energy Corp
Condensed Consolidating Balance Sheet
September 30, 2016
(Unaudited)
(In millions)
 
 
Spectra
Energy
Corp
 
Spectra
Capital
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Cash and cash equivalents
$

 
$
1

 
$
463

 
$

 
$
464

Receivables—consolidated subsidiaries
19

 

 

 
(19
)
 

Notes receivable—current—consolidated subsidiaries

 

 
388

 
(388
)
 

Receivables—other

 

 
712

 

 
712

Other current assets
16

 
2

 
561

 
(5
)
 
574

Total current assets
35

 
3

 
2,124

 
(412
)
 
1,750

Investments in and loans to unconsolidated affiliates

 

 
2,742

 

 
2,742

Investments in consolidated subsidiaries
14,844

 
20,452

 

 
(35,296
)
 

Advances receivable—consolidated subsidiaries

 
5,064

 
1,549

 
(6,613
)
 

Notes receivable—consolidated subsidiaries

 

 
2,800

 
(2,800
)
 

Goodwill

 

 
4,203

 

 
4,203

Other assets
38

 
31

 
332

 

 
401

Net property, plant and equipment

 

 
25,337

 

 
25,337

Regulatory assets and deferred debits
4

 
12

 
1,488

 

 
1,504

Total Assets
$
14,921

 
$
25,562

 
$
40,575

 
$
(45,121
)
 
$
35,937

 
 
 
 
 
 
 
 
 
 
Accounts payable
$
2

 
$
3

 
$
731

 
$

 
$
736

Accounts payable—consolidated subsidiaries

 
19

 

 
(19
)
 

Commercial paper

 
460

 
1,177

 

 
1,637

Short-term borrowings—consolidated subsidiaries

 
388

 

 
(388
)
 

Taxes accrued

 
4

 
74

 
(5
)
 
73

Current maturities of long-term debt

 

 
467

 

 
467

Other current liabilities
78

 
45

 
651

 

 
774

Total current liabilities
80

 
919

 
3,100

 
(412
)
 
3,687

Long-term debt

 
2,903

 
10,191

 

 
13,094

Advances payable—consolidated subsidiaries
6,613

 

 

 
(6,613
)
 

Notes payable—consolidated subsidiaries

 
2,800

 

 
(2,800
)
 

Deferred credits and other liabilities
760

 
4,096

 
2,319

 

 
7,175

Preferred stock of subsidiaries

 

 
562

 

 
562

Equity
 
 
 
 
 
 
 
 
 
Controlling interests
7,468

 
14,844

 
20,452

 
(35,296
)
 
7,468

Noncontrolling interests

 

 
3,951

 

 
3,951

Total equity
7,468

 
14,844

 
24,403

 
(35,296
)
 
11,419

Total Liabilities and Equity
$
14,921

 
$
25,562

 
$
40,575

 
$
(45,121
)
 
$
35,937




29

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Spectra Energy Corp
Condensed Consolidating Balance Sheet
December 31, 2015 
(Unaudited)
(In millions)
 
 
Spectra
Energy
Corp
 
Spectra
Capital
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Cash and cash equivalents
$

 
$
1

 
$
212

 
$

 
$
213

Receivables—consolidated subsidiaries
15

 
6

 
13

 
(34
)
 

Notes receivable—current—consolidated subsidiaries

 

 
387

 
(387
)
 

Receivables—other
2

 

 
804

 

 
806

Other current assets
25

 

 
604

 

 
629

Total current assets
42

 
7

 
2,020

 
(421
)
 
1,648

Investments in and loans to unconsolidated affiliates

 

 
2,592

 

 
2,592

Investments in consolidated subsidiaries
13,919

 
19,161

 

 
(33,080
)
 

Advances receivable—consolidated subsidiaries

 
5,273

 
1,326

 
(6,599
)
 

Notes receivable—consolidated subsidiaries

 

 
2,800

 
(2,800
)
 

Goodwill

 

 
4,154

 

 
4,154

Other assets
41

 
27

 
242

 

 
310

Net property, plant and equipment

 

 
22,918

 

 
22,918

Regulatory assets and deferred debits
3

 
3

 
1,295

 

 
1,301

Total Assets
$
14,005

 
$
24,471

 
$
37,347

 
$
(42,900
)
 
$
32,923

 
 
 
 
 
 
 
 
 
 
Accounts payable
$
2

 
$
3

 
$
506

 
$

 
$
511

Accounts payable—consolidated subsidiaries
4

 
28

 
2

 
(34
)
 

Commercial paper

 
481

 
631

 

 
1,112

Short-term borrowings—consolidated subsidiaries

 
387

 

 
(387
)
 

Taxes accrued
5

 

 
73

 

 
78

Current maturities of long-term debt

 

 
652

 

 
652

Other current liabilities
102

 
48

 
889

 

 
1,039

Total current liabilities
113

 
947

 
2,753

 
(421
)
 
3,392

Long-term debt

 
2,891

 
10,001

 

 
12,892

Advances payable—consolidated subsidiaries
6,599

 

 

 
(6,599
)
 

Notes payable—consolidated subsidiaries

 
2,800

 

 
(2,800
)
 

Deferred credits and other liabilities
767

 
3,914

 
2,087

 

 
6,768

Preferred stock of subsidiaries

 

 
339

 

 
339

Equity
 
 
 
 
 
 
 
 
 
Controlling interests
6,526

 
13,919

 
19,161

 
(33,080
)
 
6,526

Noncontrolling interests

 

 
3,006

 

 
3,006

Total equity
6,526

 
13,919

 
22,167

 
(33,080
)
 
9,532

Total Liabilities and Equity
$
14,005

 
$
24,471

 
$
37,347

 
$
(42,900
)
 
$
32,923



30

Table of Contents


Spectra Energy Corp
Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2016
(Unaudited)
(In millions)

 
Spectra
Energy
Corp
 
Spectra
Capital
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
 
 
 
 
Net income
$
578

 
$
564

 
$
1,159

 
$
(1,489
)
 
$
812

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
 
 
Depreciation and amortization

 

 
599

 

 
599

Earnings from equity investments

 

 
(100
)
 

 
(100
)
Equity in earnings of consolidated subsidiaries
(564
)
 
(925
)
 

 
1,489

 

Distributions from equity investments

 

 
88

 

 
88

Other
(9
)
 
194

 
15

 

 
200

Net cash provided by (used in) operating activities
5

 
(167
)
 
1,761

 

 
1,599

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
Capital expenditures

 

 
(2,407
)
 

 
(2,407
)
Investments in and loans to unconsolidated
affiliates

 

 
(181
)
 

 
(181
)
Purchase of intangible, net

 

 
(80
)
 

 
(80
)
Disposition

 

 
204

 

 
204

Purchases of held-to-maturity securities

 

 
(479
)
 

 
(479
)
Proceeds from sales and maturities of held-to-maturity securities

 

 
475

 

 
475

Purchases of available-for-sale securities

 

 
(565
)
 

 
(565
)
Proceeds from sales and maturities of available-for-sale securities

 

 
559

 

 
559

Distributions from equity investments

 

 
45

 

 
45

Distribution to equity investment

 

 
(148
)
 

 
(148
)
Advances from (to) affiliates
(57
)
 
196

 

 
(139
)
 

Other changes in restricted funds

 

 
(19
)
 

 
(19
)
Other

 

 
1

 

 
1

Net cash provided by (used in) investing activities
(57
)
 
196

 
(2,595
)
 
(139
)
 
(2,595
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
Proceeds from the issuance of long-term debt

 

 
382

 

 
382

Payments for the redemption of long-term debt

 

 
(619
)
 

 
(619
)
Net increase (decrease) in commercial paper

 
(21
)
 
523

 

 
502

Distributions to noncontrolling interests

 

 
(176
)
 

 
(176
)
Contributions from noncontrolling interests

 

 
437

 

 
437

Proceeds from the issuances of Spectra Energy common stock
878

 

 

 

 
878

Proceeds from the issuances of SEP common units

 

 
473

 

 
473

Proceeds from the issuance of Westcoast preferred stock

 

 
229

 

 
229

Dividends paid on common stock
(842
)
 

 

 

 
(842
)
Distributions and advances from (to) affiliates
14

 
(8
)
 
(145
)
 
139

 

Other
2

 

 
(22
)
 

 
(20
)
Net cash provided by (used in) financing activities
52

 
(29
)
 
1,082

 
139

 
1,244

Effect of exchange rate changes on cash

 

 
3

 

 
3

Net increase in cash and cash equivalents

 

 
251

 

 
251

Cash and cash equivalents at beginning of period

 
1

 
212

 

 
213

Cash and cash equivalents at end of period
$

 
$
1

 
$
463

 
$

 
$
464


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Spectra Energy Corp
Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2015
(Unaudited)
(In millions)
 
 
Spectra
Energy
Corp
 
Spectra
Capital
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
 
 
 
 
Net income
$
459

 
$
445

 
$
979

 
$
(1,235
)
 
$
648

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
 
 
Depreciation and amortization

 

 
584

 

 
584

Loss from equity investments

 

 
117

 

 
117

Equity in earnings of consolidated subsidiaries
(445
)
 
(790
)
 

 
1,235

 

Distributions from equity investments

 

 
145

 

 
145

Other
44

 
109

 
176

 

 
329

Net cash provided by (used in) operating activities
58

 
(236
)
 
2,001

 

 
1,823

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
Capital expenditures

 

 
(1,817
)
 

 
(1,817
)
Investments in and loans to unconsolidated
affiliates

 

 
(91
)
 

 
(91
)
Purchases of held-to-maturity securities

 

 
(463
)
 

 
(463
)
Proceeds from sales and maturities of held-to-maturity securities

 

 
457

 

 
457

Proceeds from sales and maturities of available-for-sale securities

 

 
1

 

 
1

Distributions from equity investments

 

 
441

 

 
441

Advances from (to) affiliates
(82
)
 
62

 

 
20

 

Other changes in restricted funds

 

 
(24
)
 

 
(24
)
Other

 

 
(7
)
 

 
(7
)
Net cash provided by (used in) investing activities
(82
)
 
62

 
(1,503
)
 
20

 
(1,503
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
Proceeds from the issuance of long-term debt

 

 
1,332

 

 
1,332

Payments for the redemption of long-term debt

 

 
(153
)
 

 
(153
)
Net increase (decrease) in commercial paper

 
170

 
(1,154
)
 

 
(984
)
Distributions to noncontrolling interests

 

 
(140
)
 

 
(140
)
Contributions from noncontrolling interests

 

 
164

 

 
164

Proceeds from the issuances of SEP common units

 

 
351

 

 
351

Dividends paid on common stock
(747
)
 

 

 

 
(747
)
Distributions and advances from (to) affiliates
774

 
4

 
(758
)
 
(20
)
 

Other
(3
)
 

 
(11
)
 

 
(14
)
Net cash provided by (used in) financing activities
24

 
174

 
(369
)
 
(20
)
 
(191
)
Effect of exchange rate changes on cash

 

 
(6
)
 

 
(6
)
Net increase in cash and cash equivalents

 

 
123

 

 
123

Cash and cash equivalents at beginning of period

 
1

 
214

 

 
215

Cash and cash equivalents at end of period
$

 
$
1

 
$
337

 
$

 
$
338


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24. New Accounting Pronouncements
In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which amends the consolidation guidance around reporting entities that invest in development stage entities. We adopted the consolidation guidance of this amendment on January 1, 2016 and applied it retrospectively with no material effect on our consolidated results of operations, financial position or cash flows. This ASU did result in certain of our entities being classified as Variable Interest Entities. See Note 10 for discussion of our Variable Interest Entities.
In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis, which makes changes to both the variable interest model and the voting model. These changes required reevaluation of certain entities for consolidation and required us to revise our documentation regarding the consolidation or deconsolidation of such entities. We adopted this standard on January 1, 2016 with no material effect on our consolidated results of operations, financial position or cash flows.
In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, to simplify accounting for adjustments made to provisional amounts recognized in a business combination and to eliminate the retrospective accounting for those adjustments. We adopted this standard on January 1, 2016. The adoption of this standard has not had a material impact on our consolidated results of operations, financial position or cash flow.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842), to improve the financial reporting around leasing transactions. The new guidance requires companies to begin recording assets and liabilities arising from those leases classified as operating leases under previous guidance. Furthermore, the new guidance will require significant additional disclosures about the amount, timing and uncertainty of cash flows from leases. Topic 842 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in previous guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic 842, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous guidance. This ASU is effective for us January 1, 2019. We are currently evaluating this ASU and its potential impact on us.
In March 2016, the FASB issued ASU No. 2016-05, “Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships, which clarifies the hedge accounting impact when there is a change in one of the counterparties to the derivative contract (i.e. novation). This ASU is effective for us January 1, 2017. This ASU is not expected to have a material impact on our consolidated results of operations, financial position or cash flow.
In March 2016, the FASB issued ASU No. 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments,which simplifies the embedded derivative analysis for debt instruments containing contingent call or put options. This ASU is effective for us January 1, 2017. This ASU is not expected to have a material impact on our consolidated results of operations, financial position or cash flow.
In March 2016, the FASB issued ASU No. 2016-07, “Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting,which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. This ASU is effective for us January 1, 2017. We are currently evaluating this ASU and its potential impact on us.
In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),to clarify implementation guidance on principal versus agent considerations. This ASU is effective for us on January 1, 2018. We are currently evaluating this ASU and its potential impact on us.
In March 2016, the FASB issued ASU No. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,which simplifies several aspects of the accounting for share-based payment award transactions. This ASU is effective for us January 1, 2017. We are currently evaluating this ASU and its potential impact on us.
In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, to clarify implementation guidance on performance obligations and licensing. This ASU is effective for us on January 1, 2018. We are currently evaluating this ASU and its potential impact on us.

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Table of Contents


In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, to clarify implementation guidance on assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. This ASU is effective for us on January 1, 2018. We are currently evaluating this ASU and its potential impact on us.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to replace the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires the consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU is effective for us on January 1, 2020. We are currently evaluating this ASU and its potential impact on us.
In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to provide guidance on specific cash flow issues with the objective of reducing the existing diversity in practice. This ASU is effective for us on January 1, 2018. We are currently evaluating this ASU and its potential impact on us.
25. Subsequent Events
On October 17, 2016, SEP issued $800 million aggregate principal amount of senior unsecured notes, comprised of $600 million of 3.375% senior notes due 2026 and $200 million of 4.5% senior notes due 2045. The new 2045 notes are an additional issuance of SEP’s 4.5% senior notes issued in March 2015. Net proceeds from the offering were used to repay a portion of outstanding commercial paper, to fund capital expenditures and for general corporate purposes.
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
INTRODUCTION
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying Condensed Consolidated Financial Statements.
Executive Overview
For the three months ended September 30, 2016 and 2015, we reported net income from controlling interests of $195 million and $174 million, respectively. For the nine months ended September 30, 2016 and 2015, we reported net income from controlling interests of $578 million and $459 million, respectively.
The highlights for the three months and nine months ended September 30, 2016 include the following:
Spectra Energy Partners’ earnings for the three-month period benefited mainly from expansion projects, more than offset by pipeline inspection and repair costs related to the Texas Eastern Transmission, LP (Texas Eastern) incident near Delmont, Pennsylvania and the absence of equity earnings from DCP Sand Hills Pipeline, LLC (Sand Hills) and DCP Southern Hills Pipeline, LLC (Southern Hills) NGL pipelines, which SEP owned until October 2015. For the nine-month period, earnings benefited mainly from expansion projects, more than offset by pipeline inspection and repair costs related to the Texas Eastern incident near Delmont, Pennsylvania, lower interruptible and short-term firm transportation revenue, a one-time property tax accrual adjustment in 2015 and by the absence of equity earnings from Sand Hills and Southern Hills.
Distribution’s earnings for the three-month period benefited mainly from incremental earnings from the 2015 Dawn-Parkway expansion project and higher storage margins. For the nine-month period, earnings decreased mainly due to warmer weather and the effect of a lower Canadian dollar, partially offset by incremental earnings from the 2015 Dawn-Parkway expansion project and higher storage margins.
Western Canada Transmission & Processing’s earnings for the three-month period decreased mainly due to lower firm gathering and processing revenues. For the nine-month period, earnings decreased mainly due to the effect of a lower Canadian dollar and lower firm gathering and processing revenues, partially offset by lower plant turnaround costs.
Field Services’ earnings for the three-month period increased mainly due to higher gathering and processing margins, favorable contract realignment efforts and continued costs savings initiatives. For the nine-month period, earnings increased mainly due to the 2015 impairment of goodwill at DCP Midstream and an increase in gathering and processing margins, partially offset by lower commodity prices.

34

Table of Contents


We are conducting an assessment of the Texas Eastern natural gas transmission system across Pennsylvania and New Jersey. The assessment is the result of a corrective action order from the Pipeline and Hazardous Materials Safety Administration (PHMSA), as well as our own work plan, related to an incident on the system on April 29, 2016 near Delmont, Pennsylvania. This assessment program and the related system repairs are expected to cost approximately $75 million to $100 million. Most of this program will be completed in 2016, with the remainder of the work to be performed in 2017. Additional inspections and repairs, if any, will be determined after the completion of this work. Importantly, as of November 1, 2016, we were in the position to fully meet our customer obligations.
In the first nine months of 2016, we had $2.6 billion of capital and investment expenditures. We currently project $4.5 billion of capital and investment expenditures for the full year, including expansion capital expenditures of $3.9 billion. These projections exclude contributions from noncontrolling interests.
We are committed to an investment-grade balance sheet and continued prudent financial management of our capital structure. Therefore, financing growth activities will continue to be based on our strong and growing fee-based earnings and cash flows as well as the issuances of debt and equity securities. As of September 30, 2016, our revolving credit facilities included Spectra Capital’s two facilities totaling $3 billion, SEP’s $2.5 billion facility, Westcoast’s 400 million Canadian dollar facility and Union Gas’ 700 million Canadian dollar facility. These facilities are used principally as back-stops for commercial paper programs.
On September 6, 2016, we announced that we entered into a definitive merger agreement with Enbridge under which Enbridge and Spectra Energy will combine in a stock-for-stock merger transaction, which values Spectra Energy’s stock at approximately $28 billion, based on the closing price of Enbridge’s common shares as of September 2, 2016. This transaction was unanimously approved by the boards of directors of both Spectra Energy and Enbridge and is expected to close in the first quarter of 2017, subject to shareholder and certain regulatory approvals and other customary conditions.
Upon completion of the proposed merger, Spectra Energy shareholders will receive 0.984 Enbridge common shares for each share of Spectra Energy stock they own. The consideration to be received by Spectra Energy shareholders is valued at $40.33 per Spectra Energy share, based on the closing price of Enbridge common shares as of September 2, 2016, representing an approximate 11.5% premium to the closing price of Spectra Energy stock as of September 2, 2016. Upon completion of the merger, Enbridge shareholders are expected to own approximately 57% of the combined company and Spectra Energy shareholders are expected to own approximately 43%.
RESULTS OF OPERATIONS
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
(in millions)
Operating revenues
$
1,075

 
$
1,103

 
$
3,618

 
$
3,918

Operating expenses
754

 
714

 
2,432

 
2,582

Operating income
321

 
389

 
1,186

 
1,336

Other income and expenses
103

 
79

 
223

 
(44
)
Interest expense
133

 
155

 
437

 
480

Earnings before income taxes
291

 
313

 
972

 
812

Income tax expense
10

 
70

 
160

 
164

Net income
281

 
243

 
812

 
648

Net income—noncontrolling interests
86

 
69

 
234

 
189

Net income—controlling interests
$
195

 
$
174

 
$
578

 
$
459

Three Months Ended September 30, 2016 Compared to Same Period in 2015
Operating Revenues. The $28 million decrease was driven by:
lower firm gathering and processing revenues, the sale of Empress in August 2016 and non-cash mark-to-market commodity-related pricing adjustments associated with the risk management program at Empress at Western Canada Transmission & Processing, partially offset by
higher revenues from expansion projects at Spectra Energy Partners.

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Table of Contents


Operating Expenses. The $40 million increase was driven by:
pipeline inspection and repair costs, higher costs related to expansion and higher property tax accruals due to the absence of a 2015 tax benefit at Spectra Energy Partners, partially offset by
the sale of Empress at Western Canada Transmission & Processing.
Other Income and Expenses. The $24 million increase was mainly attributable to higher equity earnings from Field Services mainly due to higher gathering and processing margins as a result of asset growth and favorable contract realignment at DCP Midstream.
Interest Expense. The $22 million decrease was mainly due to the reversal of an interest accrual related to the release of tax reserves.
Income Tax Expense. The $60 million decrease was primarily attributable to the sale of Empress and the release of tax reserves.
The effective tax rate for income from continuing operations was 3% for the three months ended September 30, 2016 compared to 22% for the same period in 2015.
Net Income—Noncontrolling Interests. The $17 million increase was driven primarily by higher noncontrolling ownership interests at Spectra Energy Partners, partially offset by lower earnings at Spectra Energy Partners.
Nine Months Ended September 30, 2016 Compared to Same Period in 2015
Operating Revenues. The $300 million decrease was driven by:
lower usage due to warmer weather and lower natural gas prices passed through to customers, partially offset by growth in the number of customers, incremental earnings from the 2015 Dawn-Parkway expansion project and higher storage margins at Distribution,
the effects of a lower Canadian dollar at Distribution and Western Canada Transmission & Processing and
a decrease from non-cash mark-to-market commodity-related pricing adjustments associated with the risk management program at Empress, lower firm gathering and processing revenues, lower NGL prices at Empress and the sale of Empress at Western Canada Transmission & Processing, partially offset by
higher revenues from expansion projects at Spectra Energy Partners.
Operating Expenses. The $150 million decrease was driven by:
lower volumes of natural gas sold due to warmer weather and lower natural gas prices passed through to customers at Distribution,
lower costs of sales at Empress, lower plant turnaround costs and the sale of Empress at Western Canada Transmission & Processing and
the effects of a lower Canadian dollar at Distribution and Western Canada Transmission & Processing, partially offset by
pipeline inspection and repair costs, higher costs related to expansion and property tax accruals due to the absence of a 2015 tax benefit at Spectra Energy Partners.
Other Income and Expenses. The $267 million increase was mainly attributable to higher equity earnings from Field Services mainly due to the 2015 impairment of goodwill at DCP Midstream.
Interest Expense. The $43 million decrease was mainly due to higher capitalized interest, the reversal of an interest accrual, related to the release of tax reserves, and a lower Canadian dollar, partially offset by higher average debt balances.
Income Tax Expense. The $4 million decrease was primarily attributable to the sale of Empress, tax rate changes and the release of tax reserves, mostly offset by the tax impact of the impairment of goodwill at DCP Midstream in 2015.
The effective tax rate for income from continuing operations was 16% for the nine months ended September 30, 2016 compared to 20% for the same period in 2015.

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Table of Contents


Net Income—Noncontrolling Interests. The $45 million increase was driven primarily by higher noncontrolling ownership interests at Spectra Energy Partners, partially offset by lower earnings at Spectra Energy Partners.
For a more detailed discussion of earnings drivers, see the segment discussions that follow.
Segment Results
Management evaluates segment performance based on EBITDA. Cash, cash equivalents and short-term investments are managed at the parent-company levels, so the gains and losses from foreign currency transactions and interest and dividend income are excluded from the segments’ EBITDA. We consider segment EBITDA to be a good indicator of each segment’s operating performance from its operations, as it represents the results of our operations without regard to financing methods or capital structures. Our segment EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate EBITDA in the same manner.
Segment EBITDA is summarized in the following table. Detailed discussions follow.
EBITDA by Business Segment
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
(in millions)
Spectra Energy Partners
$
464

 
$
488

 
$
1,408

 
$
1,421

Distribution
77

 
70

 
351

 
360

Western Canada Transmission & Processing
93

 
117

 
313

 
382

Field Services
12

 
(3
)
 
1

 
(253
)
Total reportable segment EBITDA
646

 
672

 
2,073

 
1,910

Other
(30
)
 
(12
)
 
(85
)
 
(39
)
Total reportable segment and other EBITDA
$
616

 
$
660

 
$
1,988

 
$
1,871

Depreciation and amortization
193

 
188

 
582

 
574

Interest expense
133

 
155

 
437

 
480

Interest income and other (a)
1

 
(4
)
 
3

 
(5
)
Earnings before income taxes
$
291

 
$
313

 
$
972

 
$
812

___________
(a)
Includes foreign currency transaction gains and losses related to segment EBITDA.
The amounts discussed below include intercompany transactions that are eliminated in the Condensed Consolidated Financial Statements.
Spectra Energy Partners
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
Increase
(Decrease)
 
2016
 
2015
 
Increase
(Decrease)
 
(in millions, except where noted)
Operating revenues
$
628

 
$
612

 
$
16

 
$
1,870

 
$
1,821

 
$
49

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Operating, maintenance and other
251

 
207

 
44

 
672

 
606

 
66

Other income and expenses
87

 
83

 
4

 
210

 
206

 
4

EBITDA
$
464

 
$
488

 
$
(24
)
 
$
1,408

 
$
1,421

 
$
(13
)
Express pipeline revenue receipts, MBbl/d (a)
235

 
234

 
1

 
234

 
239

 
(5
)
Platte PADD II deliveries, MBbl/d
131

 
167

 
(36
)
 
131

 
169

 
(38
)
___________
(a)
Thousand barrels per day.



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Table of Contents


Three Months Ended September 30, 2016 Compared to Same Period in 2015
Operating Revenues. The $16 million increase was driven by:
a $25 million increase due to expansion primarily on Texas Eastern and
a $3 million increase in storage revenues due to new contracts at higher rates, partially offset by
a $5 million decrease in processing revenues primarily due to lower volumes, net of higher prices,
a $4 million decrease in crude oil transportation revenues, as a result of lower Platte pipeline volumes, net of increased tariff rates mainly on the Express pipeline and
a $2 million decrease in recoveries of electric power and other costs passed through to gas transmission customers.
Operating, Maintenance and Other. The $44 million increase was driven by:
a $38 million increase due to pipeline inspection and repair costs related to the Texas Eastern incident near Delmont, Pennsylvania,
an $8 million increase in costs related to expansion and
a $5 million increase in property taxes due to the absence of a 2015 tax benefit, partially offset by
a $5 million decrease in maintenance costs on the Express and Platte pipelines and
a $2 million decrease in electric power and other costs passed through to gas transmission customers.
Other Income and Expenses. The $4 million increase was primarily due to higher allowance for funds used during construction (AFUDC) from higher capital spending on expansion projects, partially offset by the absence of equity earnings from Sand Hills and Southern Hills owned until October 2015.
Nine Months Ended September 30, 2016 Compared to Same Period in 2015
Operating Revenues. The $49 million increase was driven by:
an $82 million increase due to expansion, primarily on Texas Eastern and
a $5 million increase in storage revenues due to new contracts at higher rates, partially offset by
an $11 million decrease in natural gas transportation revenues mainly from interruptible transportation on Texas Eastern and Maritimes and Northeast, L.L.C. and short-term firm transportation on Algonquin Gas Transmission, LLC,
an $11 million decrease in recoveries of electric power and other costs passed through to gas transmission customers,
a $9 million decrease in processing revenues primarily due to lower volumes and prices and
an $8 million decrease in crude oil transportation revenues, as a result of lower volumes on the Platte and Express pipelines, substantially offset by increased tariff rates mainly on the Express pipeline.
Operating, Maintenance and Other. The $66 million increase was driven by:
a $44 million increase due to pipeline inspection and repair costs related to the Texas Eastern incident near Delmont, Pennsylvania,
a $39 million increase in costs related to expansion,
a $10 million increase in property taxes due to the absence of a 2015 tax benefit and
a $4 million increase in operating costs, partially offset by
an $11 million decrease in power costs due to lower usage in 2016 and a decrease in maintenance costs on the Express and Platte pipelines,
an $11 million decrease in electric power and other costs passed through to gas transmission customers and

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a $9 million decrease due to a prior year non-cash impairment charge on Ozark Gas Gathering.
Other Income and Expenses. The $4 million increase was driven by primarily due to higher AFUDC from higher capital spending on expansion projects, partially offset by the absence of equity earnings from Sand Hills and Southern Hills owned until October 2015.
Distribution 
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
Increase
(Decrease)
 
2016
 
2015
 
Increase
(Decrease)
 
(in millions, except where noted)
Operating revenues
$
209

 
$
209

 
$

 
$
958

 
$
1,161

 
$
(203
)
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Natural gas purchased
46

 
53

 
(7
)
 
352

 
539

 
(187
)
Operating, maintenance and other
86

 
86

 

 
257

 
262

 
(5
)
Other income and expenses

 

 

 
2

 

 
2

EBITDA
$
77

 
$
70

 
$
7

 
$
351

 
$
360

 
$
(9
)
Number of customers, thousands
 
 
 
 
 
 
1,450

 
1,429

 
21

Heating degree days, Fahrenheit
196

 
245

 
(49
)
 
4,543

 
5,370

 
(827
)
Pipeline throughput, TBtu (a)
162

 
134

 
28

 
547

 
594

 
(47
)
Canadian dollar exchange rate, average
1.30

 
1.31

 
(0.01
)
 
1.32

 
1.26

 
0.06

___________
(a)
Trillion British thermal units.
Three Months Ended September 30, 2016 Compared to Same Period in 2015
Operating Revenues. Relatively flat year over year due to:
a $6 million decrease from higher utility earnings to be shared with customers in accordance with the incentive regulation framework in 2016,
a $5 million decrease from lower natural gas prices passed through to customers. Prices charged to customers are adjusted quarterly based on the 12 month New York Mercantile Exchange (NYMEX) forecast and
a $3 million decrease in residential customer usage of natural gas primarily due to warmer weather in 2016, offset by
a $5 million increase from the 2015 Dawn-Parkway expansion project,
a $5 million increase in rates primarily due to increased DSM program charges and
a $3 million increase in storage margins primarily due to higher storage pricing.
Natural Gas Purchased. The $7 million decrease was driven by:
a $5 million decrease from lower natural gas prices passed through to customers and
a $4 million decrease due to lower volumes of natural gas sold to residential customers primarily due to warmer weather, partially offset by
a $1 million increase from growth in the number of customers and
a $1 million increase in industrial market usage.
Nine Months Ended September 30, 2016 Compared to Same Period in 2015
Operating Revenues. The $203 million decrease was driven by:
a $101 million decrease in residential customer usage of natural gas primarily due to warmer weather in 2016,
an $83 million decrease from lower natural gas prices passed through to customers. Prices charged to customers are adjusted quarterly based on the 12 month NYMEX forecast,

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a $67 million decrease resulting from a lower Canadian dollar and
a $7 million decrease in industrial market usage, partially offset by
a $24 million increase from growth in the number of customers,
a $16 million increase from the 2015 Dawn-Parkway expansion project,
an $11 million increase in rates primarily due to increased DSM program charges,
an $8 million increase in storage margins primarily due to higher storage pricing and
a $5 million increase from lower utility earnings to be shared with customers in accordance with the incentive regulation framework.
Natural Gas Purchased. The $187 million decrease was driven by:
an $84 million decrease from lower natural gas prices passed through to customers,
an $84 million decrease due to lower volumes of natural gas sold to residential customers primarily due to warmer weather,
a $29 million decrease resulting from a lower Canadian dollar and
an $8 million decrease in industrial market usage, partially offset by
a $19 million increase from growth in the number of customers.
Operating, Maintenance and Other. The $5 million decrease was driven by:
a $13 million decrease resulting from a lower Canadian dollar, partially offset by
a $5 million increase in operating and maintenance expenses primarily due to higher employee related costs and increased DSM program charges.
Western Canada Transmission & Processing
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
Increase
(Decrease)
 
2016
 
2015
 
Increase
(Decrease)
 
(in millions, except where noted)
Operating revenues
$
236

 
$
288

 
$
(52
)
 
$
799

 
$
962

 
$
(163
)
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Natural gas and petroleum products purchased
5

 
32

 
(27
)
 
68

 
124

 
(56
)
Operating, maintenance and other
141

 
141

 

 
426

 
462

 
(36
)
Other income and expenses
3

 
2

 
1

 
8

 
6

 
2

EBITDA
$
93

 
$
117

 
$
(24
)
 
$
313

 
$
382

 
$
(69
)
Pipeline throughput, TBtu
214

 
213

 
1

 
680

 
689

 
(9
)
Volumes processed, TBtu
145

 
157

 
(12
)
 
484

 
493

 
(9
)
Canadian dollar exchange rate, average
1.30

 
1.31

 
(0.01
)
 
1.32

 
1.26

 
0.06

Three Months Ended September 30, 2016 Compared to Same Period in 2015
Operating Revenues. The $52 million decrease was driven by:
a $24 million decrease in firm gathering and processing revenues partially due to a flood at Grizzly Valley,
a $21 million decrease due to the sale of Empress and
a $12 million decrease arising from changes in non-cash mark-to-market commodity-related pricing adjustments associated with the risk management program at Empress.

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Natural Gas and Petroleum Products Purchased. The $27 million decrease was driven primarily by the sale of Empress.
Nine Months Ended September 30, 2016 Compared to Same Period in 2015
Operating Revenues. The $163 million decrease was driven by:
a $46 million decrease resulting from a lower Canadian dollar,
a $41 million decrease in firm gathering and processing revenues,
a $37 million decrease arising from changes in non-cash mark-to-market commodity-related pricing adjustments associated with the risk management program at Empress,
a $23 million decrease due to lower NGL prices associated with Empress and
a $21 million decrease due to the sale of Empress.
Natural Gas and Petroleum Products Purchased. The $56 million decrease was driven by:
a $24 million decrease primarily as a result of lower costs of NGL sales at Empress,
a $23 million decrease due to the sale of Empress and
a $6 million decrease resulting from a lower Canadian dollar.
Operating, Maintenance and Other. The $36 million decrease was driven by:
a $20 million decrease in plant turnaround costs and
a $21 million decrease resulting from a lower Canadian dollar.
Field Services
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
Increase
(Decrease)
 
2016
 
2015
 
Increase
(Decrease)
 
(in millions, except where noted)
Earnings (loss) from equity investments
$
12

 
$
(3
)
 
$
15

 
$
1

 
$
(253
)
 
$
254

EBITDA
$
12

 
$
(3
)
 
$
15

 
$
1

 
$
(253
)
 
$
254

Natural gas gathered and processed/transported, TBtu/d (a,b)
6.4

 
7.3

 
(0.9
)
 
6.7

 
7.1

 
(0.4
)
NGL production, MBbl/d (a)
403

 
421

 
(18
)
 
400

 
410

 
(10
)
Average natural gas price per MMBtu (c,d)
$
2.81

 
$
2.77

 
$
0.04

 
$
2.29

 
$
2.80

 
$
(0.51
)
Average NGL price per gallon (e)
$
0.45

 
$
0.42

 
$
0.03

 
$
0.43

 
$
0.46

 
$
(0.03
)
Average crude oil price per barrel (f)
$
44.94

 
$
46.43

 
$
(1.49
)
 
$
41.34

 
$
51.00

 
$
(9.66
)
___________
(a)
Reflects 100% of volumes.
(b)
Trillion British thermal units per day.
(c)
Average price based on NYMEX Henry Hub.
(d)
Million British thermal units.
(e)
Does not reflect results of commodity hedges.
(f)
Average price based on NYMEX calendar month.

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Three Months Ended September 30, 2016 Compared to Same Period in 2015
EBITDA increased $15 million mainly as a result of the following variances, each representing our 50% ownership portion of the earnings drivers at DCP Midstream:
a $24 million increase in gathering and processing margins primarily as a result of asset growth and favorable contract realignment,
a $14 million increase primarily attributable to lower operating expenses as a result of cost savings initiatives,
a $4 million increase primarily due to favorable results from NGL pipelines and
a $4 million increase from commodity-sensitive processing arrangements primarily due to increased NGL prices, partially offset by
a $19 million decrease resulting from increased net income attributable to noncontrolling interests primarily as a result of asset growth and prior year asset impairments and
a $17 million decrease primarily as a result of the expiration of hedges in the first quarter of 2016.
Nine Months Ended September 30, 2016 Compared to Same Period in 2015
EBITDA increased $254 million mainly as a result of the following variances, each representing our 50% ownership portion of the earnings drivers at DCP Midstream:
a $213 million increase primarily as a result of the 2015 impairment of goodwill at DCP Midstream,
a $73 million increase in gathering and processing margins primarily as a result of asset growth and favorable contract realignment,
a $45 million increase primarily as a result of a producer settlement,
a $27 million increase due to favorable results from NGL pipelines, partially offset by unfavorable results from wholesale propane and
a $20 million increase primarily attributable to lower operating expenses as a result of cost savings initiatives, partially offset by
a $45 million decrease from commodity-sensitive processing arrangements, due to decreased NGL, crude oil and natural gas prices,
a $41 million decrease resulting from increased net income attributable to noncontrolling interests primarily as a result of asset growth and prior year asset impairments and
a $27 million decrease primarily as a result of the expiration of hedges in the first quarter of 2016.
Other
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2016
 
2015
 
Increase
(Decrease)
 
2016
 
2015
 
Increase
(Decrease)
 
(in millions)
Operating revenues
$
18

 
$
19

 
$
(1
)
 
$
54

 
$
54

 
$

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Operating, maintenance and other
48

 
32

 
16

 
138

 
94

 
44

Other income and expenses

 
1

 
(1
)
 
(1
)
 
1

 
(2
)
EBITDA
$
(30
)
 
$
(12
)
 
$
(18
)
 
$
(85
)
 
$
(39
)
 
$
(46
)
Three Months Ended September 30, 2016 Compared to Same Period in 2015
EBITDA. The $18 million decrease was driven by:
$16 million higher costs primarily related to the merger with Enbridge announced September 6, 2016 and

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$12 million due to higher employee benefit costs.
Nine Months Ended September 30, 2016 Compared to Same Period in 2015
EBITDA. The $46 million decrease was driven by:
$25 million due to higher employee benefit costs,
$16 million higher costs primarily related to the merger with Enbridge announced September 6, 2016 and
$10 million due to a captive insurance general liability reserve related to the Texas Eastern incident near Delmont, Pennsylvania.
Impairment of Goodwill
As permitted under accounting guidance on testing goodwill for impairment, we perform either a qualitative assessment or a quantitative assessment of each of our reporting units based on management’s judgment. With respect to our qualitative assessments, we consider events and circumstances specific to us, such as macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, when evaluating whether it is more likely than not that the fair values of our reporting units are less than their respective carrying amounts.
In connection with our quantitative assessments, we primarily use a discounted cash flow analysis to determine fair values of those reporting units. Key assumptions in the determination of fair value include the use of an appropriate discount rate and estimated future cash flows. In estimating cash flows, we incorporate expected long-term growth rates in key markets served by our operations, regulatory stability, the ability to renew contracts, commodity prices (where appropriate) and foreign currency exchange rates, as well as other factors that affect our reporting units’ revenue, expense and capital expenditure projections.
We performed either a quantitative assessment or a qualitative assessment for all of our reporting units to determine whether it is more likely than not that the respective fair values of these reporting units are less than their carrying amounts, including goodwill, as of April 1, 2016 (our annual testing date). Based on the results of our annual goodwill impairment testing, no indicators of impairment were noted and the fair values of the reporting units that we assessed at April 1, 2016 were substantially in excess of their respective carrying values.
No triggering events have occurred with our reporting units since the April 1, 2016 test that would warrant re-testing for goodwill impairment.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2016, we had negative working capital of $1,937 million. This balance includes commercial paper liabilities totaling $1,637 million and current maturities of long-term debt of $467 million. We will rely upon cash flows from operations and various financing transactions, which may include debt and/or equity issuances, to fund our liquidity and capital requirements for the next 12 months. SEP is expected to be self-funding through its cash flows from operations, use of its revolving credit facility and its access to capital markets. We receive cash distributions from SEP in accordance with the partnership agreement, which considers our level of ownership and incentive distribution rights.
On September 29, 2016, we entered into a new one-year, $2 billion credit facility at Spectra Capital, which expires in 2017. With this new credit facility, as of September 30, 2016, we have access to five revolving credit facilities, including Spectra Capital’s two facilities totaling $3.0 billion, SEP’s $2.5 billion facility, Westcoast’s 400 million Canadian dollar facility and Union Gas’ 700 million Canadian dollar facility, with available capacity of $1.3 billion under SEP’s credit facility and $3.4 billion under our other subsidiaries’ credit facilities. These facilities are used principally as back-stops for commercial paper programs. At Spectra Capital, SEP and Westcoast, we primarily use commercial paper for temporary funding of capital expenditures. At Union Gas, we primarily use commercial paper for temporary funding of capital expenditures and to support short-term working capital fluctuations. We also utilize commercial paper, other variable-rate debt and interest rate swaps to achieve our desired mix of fixed and variable-rate debt. See Note 14 of Notes to Condensed Consolidated Financial Statements for a discussion of available credit facilities and Financing Cash Flows and Liquidity for a discussion of effective shelf registrations.

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Cash Flow Analysis
The following table summarizes the changes in cash flows for each of the periods presented:
 
Nine Months
Ended September 30,
 
2016
 
2015
Net cash provided by (used in):
(in millions)
Operating activities
$
1,599

 
$
1,823

Investing activities
(2,595
)
 
(1,503
)
Financing activities
1,244

 
(191
)
Effect of exchange rate changes on cash
3

 
(6
)
Net increase in cash and cash equivalents
251

 
123

Cash and cash equivalents at beginning of period
213

 
215

Cash and cash equivalents at end of period
$
464

 
$
338

Operating Cash Flows
Net cash provided by operating activities decreased $224 million to $1,599 million in the nine months ended September 30, 2016 compared to the same period in 2015, driven mostly by changes in working capital.
Investing Cash Flows
Net cash used in investing activities increased $1,092 million to $2,595 million in the nine months ended September 30, 2016 compared to the same period in 2015. This change was driven mostly by:
a $680 million net increase in capital and investment expenditures,
a $396 million distribution received from Gulfstream with proceeds from a Gulfstream debt offering in 2015 and
a $148 million contribution to Gulfstream used to retire debt in 2016, partially offset by
$204 million in proceeds related to the sale of Empress in 2016.
 
Nine Months
Ended September 30,
 
2016
 
2015
Capital and Investment Expenditures
(in millions)
Spectra Energy Partners
$
1,727

 
$
1,252

Distribution
577

 
374

Western Canada Transmission & Processing
246

 
241

Total reportable segments
2,550

 
1,867

Other
38

 
41

Total consolidated
$
2,588

 
$
1,908

Capital and investment expenditures for the nine months ended September 30, 2016 consisted of $2,171 million for expansion projects and $417 million for maintenance.
We project 2016 capital and investment expenditures of approximately $4.5 billion, consisting of approximately $2.5 billion for SEP, $0.9 billion for Distribution, $0.6 billion for Western Canada Transmission & Processing and $0.5 for Other. Total projected 2016 capital and investment expenditures include approximately $3.9 billion of expansion capital expenditures and $0.6 billion for maintenance and upgrades of existing plants, pipelines and infrastructure to serve growth. These projections exclude contributions from noncontrolling interests.

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Financing Cash Flows and Liquidity
Net cash provided by financing activities totaled $1,244 million for the nine months ended September 30, 2016 compared to $191 million used in the same period in 2015. This change was mainly driven mostly by:
$878 million in proceeds from the issuance of Spectra Energy's common stock in 2016 and
$229 million in proceeds from the issuance of Westcoast's preferred stock in 2016.
Spectra Energy Common Stock Issuances. On March 1, 2016, we entered into an equity distribution agreement under which we may sell and issue common stock up to an aggregate offering price of $500 million. The equity distribution agreement allows us to offer and sell common stock at prices deemed appropriate through sales agents. Sales of common stock under the equity distribution agreement will be made by means of ordinary brokers’ transactions through the facilities of the NYSE, in block transactions, or as otherwise agreed upon by one or more of the sales agents and us. We intend to use the net proceeds from sales under this at-the-market program for general corporate purposes, including investments in subsidiaries to fund capital expenditures. We issued approximately 12.9 million of common shares to the public under this program, for total net proceeds of $383 million through September 30, 2016.
In April 2016, we issued 16.1 million common shares to the public for net proceeds of approximately $479 million. Net proceeds from the offering were used to purchase approximately 10.4 million common units in SEP. SEP used the proceeds from our unit purchase for general corporate purposes, including the funding of its current expansion capital plan.
SEP Common Unit Issuances. During the nine months ended September 30, 2016, SEP issued 10.4 million common units to the public under its at-the-market program and approximately 212,000 general partner units to Spectra Energy. Total net proceeds to SEP were $483 million (net proceeds to Spectra Energy were $473 million). In April 2016, SEP issued 10.4 million common units and 0.2 million general partner units to Spectra Energy in a private placement transaction. In connection with the issuances of the units, a $40 million gain ($25 million net of tax) to Additional Paid-in Capital and a $432 million increase in Equity—Noncontrolling Interests were recorded during the nine months ended September 30, 2016. The issuances decreased Spectra Energy’s ownership in SEP from 78% to 76% at September 30, 2016. In 2016, SEP has issued 10.9 million common units to the public and approximately 222,000 general partner units to Spectra Energy, for total net proceeds to SEP of $503 million (net proceeds to Spectra Energy were $493 million) through its at-the-market program.
Westcoast Preferred Stock Issuance. On August 30, 2016, Westcoast issued 12 million Cumulative 5-Year Minimum Rate Reset Redeemable First Preferred Shares, Series 12 for an aggregate principle amount of 300 million Canadian dollars (approximately $229 million as of the issuance date). Net proceeds from the issuance were used to fund capital expenditures and for general corporate purposes.
Available Credit Facilities and Restrictive Debt Covenants. See Note 14 of Notes to Condensed Consolidated Financial Statements for a discussion of available credit facilities and related financial and other covenants.
On September 29, 2016, we entered into a new one-year, $2 billion credit facility at Spectra Capital, which expires in 2017. Proceeds from borrowings under the credit facility will be used for general corporate purposes. Amounts borrowed under the credit facility must be repaid following any change in control, including any that results from the proposed merger with Enbridge.
On April 29, 2016, we amended the Union Gas and SEP revolving credit agreements. The Union Gas revolving credit facility was increased to 700 million Canadian dollars and the SEP revolving facility was increased to $2.5 billion. The expiration of both facilities was extended, with both facilities expiring in 2021.
On April 29, 2016, we amended the Westcoast and Spectra Capital revolving credit agreements. The expiration of both credit facilities was extended, with both facilities expiring in 2021.
The terms of our Spectra Capital credit agreements and term loans require our consolidated debt-to-total-capitalization ratio, as defined in the agreements, to be 65% or lower. Per the terms of the agreements, collateralized debt is excluded from the calculation of the ratio. This ratio was 55.8% at September 30, 2016. Our equity and, as a result, this ratio, is sensitive to significant movements of the Canadian dollar relative to the U.S. dollar due to the significance of our Canadian operations. Based on the strength of our total capitalization as of September 30, 2016, however, it is not likely that a material adverse effect would occur as a result of a lower Canadian dollar.
Dividends. Our near-term objective is to increase our cash dividend by $0.14 per share, per year, through 2018. We expect to continue our policy of paying regular cash dividends. The declaration and payment of dividends are subject to the sole discretion of our Board of Directors and will depend upon many factors, including the financial condition, earnings and

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capital requirements of our operating subsidiaries, covenants associated with certain debt obligations, legal requirements, regulatory constraints and other factors deemed relevant by our Board of Directors. We declared a quarterly cash dividend of $0.405 per common share on October 19, 2016 payable on December 6, 2016 to shareholders of record at the close of business on November 11, 2016.
Debt Issuances. On October 17, 2016, SEP issued $800 million aggregate principal amount of senior unsecured notes, comprised of $600 million of 3.375% senior notes due 2026 and $200 million of 4.5% senior notes due 2045. The new 2045 notes are an additional issuance of SEP’s 4.5% senior notes issued in March 2015. Net proceeds from the offering were used to repay a portion of outstanding commercial paper, to fund capital expenditures and for general corporate purposes.
On May 31, 2016, Union Gas issued 250 million Canadian dollars (approximately $191 million as of the issuance date) of 2.81% unsecured notes due 2026 and 250 million Canadian dollars (approximately $191 million as of the issuance date) of 3.80% unsecured notes due 2046. Net proceeds from the offerings were used for repayment of short term debt and debt maturities, capital expenditures and general corporate purposes.
Other Financing Matters. Spectra Energy Corp, Spectra Capital and SEP have effective shelf registration statements on file with the SEC to register the issuance of unlimited amounts of various equity and debt securities. SEP also has $466 million available as of September 30, 2016 for the issuance of limited partner common units under another effective shelf registration statement on file with the SEC related to its at-the-market program. Westcoast and Union Gas have an aggregate 1.2 billion Canadian dollars (approximately $914 million) available as of September 30, 2016 for the issuance of debt securities in the Canadian market under their medium term note shelf prospectuses.
On March 18, 2016, Westcoast filed a new 1 billion Canadian dollar short form base shelf prospectus, which provides for the issuance of first preferred shares. As of the date of this filing, Westcoast has 700 million Canadian dollars (approximately $533 million) available for the issuance of preferred shares under this prospectus, which expires on April 18, 2018.
OTHER ISSUES
New Accounting Pronouncements. See Note 24 of Notes to Condensed Consolidated Financial Statements for discussion.
Item 3.
Quantitative and Qualitative Disclosures about Market Risk.
Our exposure to market risk is described in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2015. We believe our exposure to market risk has not changed materially since then.
Item 4.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2016, and based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated changes in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended September 30, 2016 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

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PART II. OTHER INFORMATION
Item 1.
Legal Proceedings.
Except for the matters described below, we have no material pending legal proceedings that are required to be disclosed hereunder. For information regarding other legal proceedings, including regulatory and environmental matters, see Notes 4 and 18 of Notes to Condensed Consolidated Financial Statements, which information is incorporated by reference into this Part II.
We and our board of directors are named as defendants in six putative class action lawsuits filed by purported stockholders of Spectra Energy that challenge the proposed merger with Enbridge. The lawsuits include Paul Parshall v. Spectra Energy Corp, et al., 12809-CB, filed in the Court of Chancery for the State of Delaware, and Mary Lincoln v. Spectra Energy Corp, et al., 16-cv-03019, Joseph Koller v. Spectra Energy Corp, et al., 16-cv-03059, Joseph Costner v. Spectra Energy Corp et al., 16-cv-03065, John L. Williams v. Spectra Energy Corp et al., 16-cv-03069, and Joseph McMillan v. Spectra Energy Corp et al., 16-cv-03130,  all filed in the United States District Court for the Southern District of Texas. The complaints allege, among other things, that Spectra Energy and its board of directors breached their fiduciary duties (in the Delaware lawsuit) and violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder (in the Southern District of Texas lawsuits), as applicable, by issuing or causing to be issued an allegedly materially misleading and incomplete preliminary proxy statement in connection with the proposed merger.  Enbridge and its subsidiary are also named as defendants in the Delaware lawsuit, and the Delaware complaint alleges, among other things, that Enbridge and its subsidiary aided and abetted Spectra Energy’s board of directors’ alleged breach of fiduciary duties. Plaintiffs seek as relief, among other things, an injunction against the merger, rescission of the merger to the extent it is already implemented, declaratory relief, costs and attorneys’ fees, and/or damages. We believe the actions are without merit and intend to vigorously defend against them.
Item 1A.
Risk Factors.
In addition to the other information set forth in this report, careful consideration should be given to the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015, which could materially affect our financial condition or future results. There have been no material changes to those risk factors.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
Period
Total Number of Shares Purchased*
 
Average Price Paid per Share
September 1, 2016—September 30, 2016
19,199

 
$
42.76

Total
19,199

 
$
42.76

_________
* Includes deemed repurchase of shares of common stock from company employees in connection with the company’s long-term incentive plan.

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Item 6.
Exhibits.
Any agreements included as exhibits to this Form 10-Q may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement;
may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q not misleading.
(a) Exhibits
Exhibit
Number
 
 
 
 
 
  2.1
 
Agreement and Plan of Merger, dated as of September 5, 2016, among Spectra Energy Corp, Enbridge Inc. and Sand Merger Sub, Inc. (filed as Exhibit No. 2.1 to Form 8-K of Spectra Energy Corp on September 6, 2016).
 
 
 
*31.1
 
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
*31.2
 
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
*32.1
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
*32.2
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
*101.INS
 
XBRL Instance Document.
 
 
*101.SCH
 
XBRL Taxonomy Extension Schema.
 
 
*101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase.
 
 
*101.DEF
 
XBRL Taxonomy Extension Definition Linkbase.
 
 
*101.LAB
 
XBRL Taxonomy Extension Label Linkbase.
 
 
*101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase.
 
 
 
*
Filed herewith.
The total amount of securities of the registrant or its subsidiaries authorized under any instrument with respect to long-term debt not filed as an exhibit does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The registrant agrees, upon request of the Securities and Exchange Commission, to furnish copies of any or all of such instruments to it.

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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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SPECTRA ENERGY CORP
 
 
 
 
Date: November 3, 2016
 
 
 
 
 
/s/ Gregory L. Ebel
 
 
 
 
 
 
Gregory L. Ebel
 
 
 
 
 
 
President and Chief Executive Officer
 
 
 
 
Date: November 3, 2016
 
 
 
 
 
/s/ J. Patrick Reddy
 
 
 
 
 
 
J. Patrick Reddy
 
 
 
 
 
 
Chief Financial Officer

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