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Name | Symbol | Market | Type |
---|---|---|---|
Sea Limited | NYSE:SE | NYSE | Depository Receipt |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.19 | -0.30% | 63.00 | 63.48 | 61.52 | 62.72 | 5,287,882 | 01:00:00 |
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-5413139
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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||
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Condensed Consolidated Statements of Operations for the thre
e and six months ended
June 30, 2016 and 2015
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Condensed Consolidated Statements of Comprehensive Income for the three
and six months ended
June 30, 2016 and 2015
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Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015
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Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015
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Condensed Consolidated Statements of Equity for the six months ended June 30, 2016 and 2015
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Item 2.
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Item 3.
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Item 4.
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PART II. OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 6.
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•
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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;
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•
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outcomes of litigation and regulatory investigations, proceedings or inquiries;
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•
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weather and other natural phenomena, including the economic, operational and other effects of hurricanes and storms;
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•
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the timing and extent of changes in commodity prices, interest rates and foreign currency exchange rates;
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•
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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;
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•
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potential effects arising from terrorist attacks and any consequential or other hostilities;
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•
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changes in environmental, safety and other laws and regulations;
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•
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the development of alternative energy resources;
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•
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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;
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•
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increases in the cost of goods and services required to complete capital projects;
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•
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declines in the market prices of equity and debt securities and resulting funding requirements for defined benefit pension plans;
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•
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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;
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•
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the performance of natural gas and oil transmission and storage, distribution, and gathering and processing facilities;
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•
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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;
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•
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the effects of accounting pronouncements issued periodically by accounting standard-setting bodies;
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•
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conditions of the capital markets during the periods covered by forward-looking statements; and
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•
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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.
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Item 1.
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Financial Statements.
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Operating Revenues
|
|
|
|
|
|
|
|
||||||||
Transportation, storage and processing of natural gas
|
$
|
810
|
|
|
$
|
802
|
|
|
$
|
1,634
|
|
|
$
|
1,644
|
|
Distribution of natural gas
|
228
|
|
|
238
|
|
|
639
|
|
|
845
|
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||||
Sales of natural gas liquids
|
12
|
|
|
31
|
|
|
53
|
|
|
97
|
|
||||
Transportation of crude oil
|
88
|
|
|
90
|
|
|
173
|
|
|
174
|
|
||||
Other
|
21
|
|
|
31
|
|
|
44
|
|
|
55
|
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||||
Total operating revenues
|
1,159
|
|
|
1,192
|
|
|
2,543
|
|
|
2,815
|
|
||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
Natural gas and petroleum products purchased
|
101
|
|
|
119
|
|
|
351
|
|
|
551
|
|
||||
Operating, maintenance and other
|
392
|
|
|
389
|
|
|
733
|
|
|
743
|
|
||||
Depreciation and amortization
|
196
|
|
|
193
|
|
|
389
|
|
|
386
|
|
||||
Property and other taxes
|
99
|
|
|
85
|
|
|
205
|
|
|
188
|
|
||||
Total operating expenses
|
788
|
|
|
786
|
|
|
1,678
|
|
|
1,868
|
|
||||
Operating Income
|
371
|
|
|
406
|
|
|
865
|
|
|
947
|
|
||||
Other Income and Expenses
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) from equity investments
|
16
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|
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(189
|
)
|
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49
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|
|
(165
|
)
|
||||
Other income and expenses, net
|
39
|
|
|
22
|
|
|
71
|
|
|
42
|
|
||||
Total other income and expenses
|
55
|
|
|
(167
|
)
|
|
120
|
|
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(123
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)
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||||
Interest Expense
|
153
|
|
|
166
|
|
|
304
|
|
|
325
|
|
||||
Earnings Before Income Taxes
|
273
|
|
|
73
|
|
|
681
|
|
|
499
|
|
||||
Income Tax Expense (Benefit)
|
52
|
|
|
(7
|
)
|
|
150
|
|
|
94
|
|
||||
Net Income
|
221
|
|
|
80
|
|
|
531
|
|
|
405
|
|
||||
Net Income—Noncontrolling Interests
|
72
|
|
|
62
|
|
|
148
|
|
|
120
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|
||||
Net Income—Controlling Interests
|
$
|
149
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|
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$
|
18
|
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$
|
383
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|
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$
|
285
|
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Common Stock Data
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Weighted-average shares outstanding
|
|
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|
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||||||||
Basic
|
699
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|
671
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|
|
687
|
|
|
671
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Diluted
|
701
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|
672
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|
688
|
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|
672
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Earnings per share
|
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||||||||
Basic and diluted
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$
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0.21
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$
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0.03
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$
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0.56
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$
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0.42
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Dividends per share
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$
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0.405
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$
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0.37
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$
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0.81
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$
|
0.74
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Three Months
Ended June 30, |
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Six Months
Ended June 30, |
||||||||||||
|
2016
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2015
|
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2016
|
|
2015
|
||||||||
Net Income
|
$
|
221
|
|
|
$
|
80
|
|
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$
|
531
|
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$
|
405
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
50
|
|
|
87
|
|
|
351
|
|
|
(405
|
)
|
||||
Pension and benefits impact (net of taxes of $2, $2, $4 and $5, respectively)
|
4
|
|
|
7
|
|
|
9
|
|
|
13
|
|
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Other
|
3
|
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
||||
Total other comprehensive income (loss)
|
57
|
|
|
93
|
|
|
362
|
|
|
(392
|
)
|
||||
Total Comprehensive Income, net of tax
|
278
|
|
|
173
|
|
|
893
|
|
|
13
|
|
||||
Less: Comprehensive Income—Noncontrolling Interests
|
75
|
|
|
64
|
|
|
155
|
|
|
114
|
|
||||
Comprehensive Income (Loss)—Controlling Interests
|
$
|
203
|
|
|
$
|
109
|
|
|
$
|
738
|
|
|
$
|
(101
|
)
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
240
|
|
|
$
|
213
|
|
Receivables, net
|
708
|
|
|
806
|
|
||
Inventory
|
185
|
|
|
307
|
|
||
Assets held for sale
|
225
|
|
|
—
|
|
||
Fuel tracker
|
33
|
|
|
41
|
|
||
Other
|
246
|
|
|
281
|
|
||
Total current assets
|
1,637
|
|
|
1,648
|
|
||
|
|
|
|
||||
Investments and Other Assets
|
|
|
|
||||
Investments in and loans to unconsolidated affiliates
|
2,657
|
|
|
2,592
|
|
||
Goodwill
|
4,217
|
|
|
4,154
|
|
||
Other
|
373
|
|
|
310
|
|
||
Total investments and other assets
|
7,247
|
|
|
7,056
|
|
||
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
||||
Cost
|
32,003
|
|
|
29,843
|
|
||
Less accumulated depreciation and amortization
|
7,296
|
|
|
6,925
|
|
||
Net property, plant and equipment
|
24,707
|
|
|
22,918
|
|
||
|
|
|
|
||||
Regulatory Assets and Deferred Debits
|
1,456
|
|
|
1,301
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
35,047
|
|
|
$
|
32,923
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
709
|
|
|
$
|
511
|
|
Commercial paper
|
1,113
|
|
|
1,112
|
|
||
Taxes accrued
|
80
|
|
|
78
|
|
||
Interest accrued
|
181
|
|
|
179
|
|
||
Current maturities of long-term debt
|
68
|
|
|
652
|
|
||
Liabilities held for sale
|
56
|
|
|
—
|
|
||
Other
|
579
|
|
|
860
|
|
||
Total current liabilities
|
2,786
|
|
|
3,392
|
|
||
|
|
|
|
||||
Long-term Debt
|
13,584
|
|
|
12,892
|
|
||
|
|
|
|
||||
Deferred Credits and Other Liabilities
|
|
|
|
||||
Deferred income taxes
|
5,694
|
|
|
5,445
|
|
||
Regulatory and other
|
1,421
|
|
|
1,323
|
|
||
Total deferred credits and other liabilities
|
7,115
|
|
|
6,768
|
|
||
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Preferred Stock of Subsidiaries
|
339
|
|
|
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 June 30, 2016 and December 31, 2015, respectively
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
5,944
|
|
|
5,053
|
|
||
Retained earnings
|
1,567
|
|
|
1,741
|
|
||
Accumulated other comprehensive income (loss)
|
86
|
|
|
(269
|
)
|
||
Total controlling interests
|
7,598
|
|
|
6,526
|
|
||
Noncontrolling interests
|
3,625
|
|
|
3,006
|
|
||
Total equity
|
11,223
|
|
|
9,532
|
|
||
|
|
|
|
||||
Total Liabilities and Equity
|
$
|
35,047
|
|
|
$
|
32,923
|
|
|
Six Months
Ended June 30, |
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
531
|
|
|
$
|
405
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
397
|
|
|
393
|
|
||
Deferred income tax expense
|
131
|
|
|
25
|
|
||
(Earnings) loss from equity investments
|
(49
|
)
|
|
165
|
|
||
Distributions from equity investments
|
52
|
|
|
93
|
|
||
Other
|
177
|
|
|
375
|
|
||
Net cash provided by operating activities
|
1,239
|
|
|
1,456
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(1,520
|
)
|
|
(989
|
)
|
||
Investments in and loans to unconsolidated affiliates
|
(112
|
)
|
|
(34
|
)
|
||
Purchase of intangible, net
|
(40
|
)
|
|
—
|
|
||
Purchases of held-to-maturity securities
|
(346
|
)
|
|
(329
|
)
|
||
Proceeds from sales and maturities of held-to-maturity securities
|
364
|
|
|
344
|
|
||
Purchases of available-for-sale securities
|
(329
|
)
|
|
—
|
|
||
Proceeds from sales and maturities of available-for-sale securities
|
330
|
|
|
1
|
|
||
Distributions from equity investments
|
45
|
|
|
35
|
|
||
Distribution to equity investment
|
(148
|
)
|
|
—
|
|
||
Other changes in restricted funds
|
11
|
|
|
(6
|
)
|
||
Other
|
1
|
|
|
2
|
|
||
Net cash used in investing activities
|
(1,744
|
)
|
|
(976
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from the issuance of long-term debt
|
382
|
|
|
994
|
|
||
Payments for the redemption of long-term debt
|
(619
|
)
|
|
(39
|
)
|
||
Net decrease in commercial paper
|
(23
|
)
|
|
(1,030
|
)
|
||
Distributions to noncontrolling interests
|
(114
|
)
|
|
(93
|
)
|
||
Contributions from noncontrolling interests
|
278
|
|
|
90
|
|
||
Proceeds from the issuances of Spectra Energy common stock
|
868
|
|
|
—
|
|
||
Proceeds from the issuances of Spectra Energy Partners, LP common units
|
321
|
|
|
180
|
|
||
Dividends paid on common stock
|
(557
|
)
|
|
(499
|
)
|
||
Other
|
(8
|
)
|
|
(9
|
)
|
||
Net cash provided by (used in) financing activities
|
528
|
|
|
(406
|
)
|
||
Effect of exchange rate changes on cash
|
4
|
|
|
(2
|
)
|
||
Net increase in cash and cash equivalents
|
27
|
|
|
72
|
|
||
Cash and cash equivalents at beginning of period
|
213
|
|
|
215
|
|
||
Cash and cash equivalents at end of period
|
$
|
240
|
|
|
$
|
287
|
|
Supplemental Disclosures
|
|
|
|
||||
Property, plant and equipment non-cash accruals
|
$
|
317
|
|
|
$
|
197
|
|
|
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
|
—
|
|
|
—
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
531
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
346
|
|
|
9
|
|
|
7
|
|
|
362
|
|
|||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
(557
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(557
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
|
(116
|
)
|
|||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
278
|
|
|
278
|
|
|||||||
Spectra Energy common stock issued
|
—
|
|
|
868
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
868
|
|
|||||||
Spectra Energy Partners, LP common units issued
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297
|
|
|
312
|
|
|||||||
Other, net
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
3
|
|
|||||||
June 30, 2016
|
$
|
1
|
|
|
$
|
5,944
|
|
|
$
|
1,567
|
|
|
$
|
425
|
|
|
$
|
(339
|
)
|
|
$
|
3,625
|
|
|
$
|
11,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2014
|
$
|
1
|
|
|
$
|
4,956
|
|
|
$
|
2,541
|
|
|
$
|
1,016
|
|
|
$
|
(354
|
)
|
|
$
|
2,238
|
|
|
$
|
10,398
|
|
Net income
|
—
|
|
|
—
|
|
|
285
|
|
|
—
|
|
|
—
|
|
|
120
|
|
|
405
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(399
|
)
|
|
13
|
|
|
(6
|
)
|
|
(392
|
)
|
|||||||
Dividends on common stock
|
—
|
|
|
—
|
|
|
(498
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(498
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
(93
|
)
|
|||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|
90
|
|
|||||||
Spectra Energy common stock issued
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Spectra Energy Partners, LP common units issued
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139
|
|
|
164
|
|
|||||||
Other, net
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(2
|
)
|
|||||||
June 30, 2015
|
$
|
1
|
|
|
$
|
4,990
|
|
|
$
|
2,329
|
|
|
$
|
617
|
|
|
$
|
(341
|
)
|
|
$
|
2,483
|
|
|
$
|
10,079
|
|
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 June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Spectra Energy Partners
|
$
|
618
|
|
|
$
|
—
|
|
|
$
|
618
|
|
|
$
|
78
|
|
|
$
|
471
|
|
Distribution
|
284
|
|
|
—
|
|
|
284
|
|
|
47
|
|
|
104
|
|
|||||
Western Canada Transmission & Processing
|
254
|
|
|
4
|
|
|
258
|
|
|
59
|
|
|
97
|
|
|||||
Field Services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||||
Total reportable segments
|
1,156
|
|
|
4
|
|
|
1,160
|
|
|
184
|
|
|
658
|
|
|||||
Other
|
3
|
|
|
16
|
|
|
19
|
|
|
12
|
|
|
(36
|
)
|
|||||
Eliminations
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
153
|
|
|||||
Total consolidated
|
$
|
1,159
|
|
|
$
|
—
|
|
|
$
|
1,159
|
|
|
$
|
196
|
|
|
$
|
273
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Spectra Energy Partners
|
$
|
603
|
|
|
$
|
—
|
|
|
$
|
603
|
|
|
$
|
72
|
|
|
$
|
478
|
|
Distribution
|
290
|
|
|
—
|
|
|
290
|
|
|
45
|
|
|
98
|
|
|||||
Western Canada Transmission & Processing
|
297
|
|
|
7
|
|
|
304
|
|
|
63
|
|
|
104
|
|
|||||
Field Services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(233
|
)
|
|||||
Total reportable segments
|
1,190
|
|
|
7
|
|
|
1,197
|
|
|
180
|
|
|
447
|
|
|||||
Other
|
2
|
|
|
15
|
|
|
17
|
|
|
13
|
|
|
(12
|
)
|
|||||
Eliminations
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|||||
Interest income and other (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Total consolidated
|
$
|
1,192
|
|
|
$
|
—
|
|
|
$
|
1,192
|
|
|
$
|
193
|
|
|
$
|
73
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Spectra Energy Partners
|
$
|
1,242
|
|
|
$
|
—
|
|
|
$
|
1,242
|
|
|
$
|
155
|
|
|
$
|
944
|
|
Distribution
|
749
|
|
|
—
|
|
|
749
|
|
|
91
|
|
|
274
|
|
|||||
Western Canada Transmission & Processing
|
548
|
|
|
15
|
|
|
563
|
|
|
117
|
|
|
220
|
|
|||||
Field Services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
Total reportable segments
|
2,539
|
|
|
15
|
|
|
2,554
|
|
|
363
|
|
|
1,427
|
|
|||||
Other
|
4
|
|
|
32
|
|
|
36
|
|
|
26
|
|
|
(55
|
)
|
|||||
Eliminations
|
—
|
|
|
(47
|
)
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
389
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
304
|
|
|||||
Interest income and other (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Total consolidated
|
$
|
2,543
|
|
|
$
|
—
|
|
|
$
|
2,543
|
|
|
$
|
389
|
|
|
$
|
681
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Spectra Energy Partners
|
$
|
1,209
|
|
|
$
|
—
|
|
|
$
|
1,209
|
|
|
$
|
146
|
|
|
$
|
933
|
|
Distribution
|
952
|
|
|
—
|
|
|
952
|
|
|
90
|
|
|
290
|
|
|||||
Western Canada Transmission & Processing
|
650
|
|
|
24
|
|
|
674
|
|
|
125
|
|
|
265
|
|
|||||
Field Services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
|||||
Total reportable segments
|
2,811
|
|
|
24
|
|
|
2,835
|
|
|
361
|
|
|
1,238
|
|
|||||
Other
|
4
|
|
|
31
|
|
|
35
|
|
|
25
|
|
|
(27
|
)
|
|||||
Eliminations
|
—
|
|
|
(55
|
)
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
386
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325
|
|
|||||
Interest income and other (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Total consolidated
|
$
|
2,815
|
|
|
$
|
—
|
|
|
$
|
2,815
|
|
|
$
|
386
|
|
|
$
|
499
|
|
(a)
|
Includes foreign currency transaction gains and losses related to segment EBITDA.
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions, except per-share amounts)
|
||||||||||||||
Net income—controlling interests
|
$
|
149
|
|
|
$
|
18
|
|
|
$
|
383
|
|
|
$
|
285
|
|
Weighted-average common shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
699
|
|
|
671
|
|
|
687
|
|
|
671
|
|
||||
Diluted
|
701
|
|
|
672
|
|
|
688
|
|
|
672
|
|
||||
Basic and diluted earnings per common share (a)
|
$
|
0.21
|
|
|
$
|
0.03
|
|
|
$
|
0.56
|
|
|
$
|
0.42
|
|
|
Foreign Currency Translation Adjustments
|
|
Pension
and Post-retirement Benefit Plan Obligations |
|
Gas Purchase Contract Hedges
|
|
Other
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
March 31, 2016
|
$
|
376
|
|
|
$
|
(341
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
32
|
|
Other AOCI activity
|
49
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|
54
|
|
|||||
June 30, 2016
|
$
|
425
|
|
|
$
|
(337
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
86
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31, 2015
|
$
|
532
|
|
|
$
|
(345
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
185
|
|
Other AOCI activity
|
85
|
|
|
7
|
|
|
—
|
|
|
(1
|
)
|
|
91
|
|
|||||
June 30, 2015
|
$
|
617
|
|
|
$
|
(338
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
276
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
$
|
79
|
|
|
$
|
(346
|
)
|
|
$
|
(3
|
)
|
|
$
|
1
|
|
|
$
|
(269
|
)
|
Other AOCI activity
|
346
|
|
|
9
|
|
|
3
|
|
|
(3
|
)
|
|
355
|
|
|||||
June 30, 2016
|
$
|
425
|
|
|
$
|
(337
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
86
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
$
|
1,016
|
|
|
$
|
(351
|
)
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
662
|
|
Other AOCI activity
|
(399
|
)
|
|
13
|
|
|
3
|
|
|
(3
|
)
|
|
(386
|
)
|
|||||
June 30, 2015
|
$
|
617
|
|
|
$
|
(338
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
276
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
(in millions)
|
||||||
Natural gas
|
$
|
115
|
|
|
$
|
217
|
|
NGLs
|
—
|
|
|
23
|
|
||
Materials and supplies
|
70
|
|
|
67
|
|
||
Total inventory
|
$
|
185
|
|
|
$
|
307
|
|
|
June 30,
2016 |
||
|
(in millions)
|
||
Assets Held for Sale
|
|
||
Cash and cash equivalents
|
$
|
7
|
|
Receivables, net
|
8
|
|
|
Inventory
|
28
|
|
|
Current assets—other
|
7
|
|
|
Investments and other assets—other
|
11
|
|
|
Net property, plant and equipment
|
164
|
|
|
Total assets held for sale
|
$
|
225
|
|
Liabilities Held for Sale
|
|
||
Accounts payable
|
$
|
9
|
|
Taxes accrued
|
1
|
|
|
Current liabilities—other
|
6
|
|
|
Deferred credits and other liabilities—deferred income taxes
|
28
|
|
|
Deferred credits and other liabilities—regulatory and other
|
12
|
|
|
Total liabilities held for sale
|
$
|
56
|
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
||||||||||||||
Operating revenues
|
$
|
1,586
|
|
|
$
|
1,869
|
|
|
$
|
3,013
|
|
|
$
|
3,912
|
|
Operating expenses
|
1,592
|
|
|
2,332
|
|
|
2,957
|
|
|
4,323
|
|
||||
Operating income (loss)
|
(6
|
)
|
|
(463
|
)
|
|
56
|
|
|
(411
|
)
|
||||
Net income (loss)
|
(16
|
)
|
|
(491
|
)
|
|
32
|
|
|
(497
|
)
|
||||
Net income (loss) attributable to members’ interests
|
(29
|
)
|
|
(466
|
)
|
|
(18
|
)
|
|
(503
|
)
|
Condensed Consolidated Balance Sheets Caption
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
(in millions)
|
||||||
Assets
|
|
|
|
||||
Current assets
|
$
|
114
|
|
|
$
|
118
|
|
Net property, plant and equipment
|
1,184
|
|
|
773
|
|
||
Regulatory assets and deferred debits
|
41
|
|
|
25
|
|
||
Total Assets
|
$
|
1,339
|
|
|
$
|
916
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities
|
$
|
90
|
|
|
$
|
84
|
|
Equity
|
1,249
|
|
|
832
|
|
||
Total Liabilities and Equity
|
$
|
1,339
|
|
|
$
|
916
|
|
|
Estimated Fair Value
|
||||||
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
(in millions)
|
||||||
Corporate debt securities (a)
|
$
|
15
|
|
|
$
|
31
|
|
Canadian equity securities (b)
|
15
|
|
|
—
|
|
||
Total available-for-sale securities
|
$
|
30
|
|
|
$
|
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.
|
|
|
Estimated Fair Value
|
||||||
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
|
(in millions)
|
||||||
Restricted funds
|
|
|
|
|||||
Investments and other assets—other
|
$
|
24
|
|
|
$
|
11
|
|
|
Non-restricted funds
|
|
|
|
|||||
Current assets—other
|
6
|
|
|
20
|
|
|||
Total available-for-sale securities
|
$
|
30
|
|
|
$
|
31
|
|
|
Expiration
Date
|
|
Total
Credit
Facilities
Capacity
|
|
Commercial Paper Outstanding at June 30, 2016
|
|
Available
Credit
Facilities
Capacity
|
||||||
|
|
|
(in millions)
|
||||||||||
Spectra Energy Capital, LLC (a)
|
2021
|
|
$
|
1,000
|
|
|
$
|
363
|
|
|
$
|
637
|
|
SEP (b)
|
2021
|
|
2,500
|
|
|
693
|
|
|
1,807
|
|
|||
Westcoast (c)
|
2021
|
|
310
|
|
|
57
|
|
|
253
|
|
|||
Union Gas (d)
|
2021
|
|
542
|
|
|
—
|
|
|
542
|
|
|||
Total
|
|
|
$
|
4,352
|
|
|
$
|
1,113
|
|
|
$
|
3,239
|
|
(a)
|
Revolving credit facility contains a covenant requiring the Spectra Energy consolidated debt-to-total capitalization ratio, as defined in the agreement, to not exceed
65%
. Per the terms of the agreement, collateralized debt is excluded from the calculation of the ratio. This ratio was
56%
at
June 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
June 30, 2016
, this ratio was
3.5
to 1.
|
(c)
|
U.S. dollar equivalent at
June 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
34%
at
June 30, 2016
.
|
(d)
|
U.S. dollar equivalent at
June 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
66%
at
June 30, 2016
.
|
Description
|
Condensed Consolidated Balance Sheet Caption
|
June 30, 2016
|
||||||||||||||
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
|
(in millions)
|
||||||||||||||
Corporate debt securities
|
Cash and cash equivalents
|
$
|
161
|
|
|
$
|
—
|
|
|
$
|
161
|
|
|
$
|
—
|
|
Corporate debt securities
|
Current assets—other
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Corporate debt securities
|
Investments and other assets—other
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Interest rate swaps
|
Investments and other assets—other
|
76
|
|
|
—
|
|
|
76
|
|
|
—
|
|
||||
Canadian equity securities
|
Investments and other assets—other
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
Total Assets
|
$
|
267
|
|
|
$
|
15
|
|
|
$
|
252
|
|
|
$
|
—
|
|
|
Commodity derivatives
|
Liabilities held for sale
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Total Liabilities
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
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
|
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
||||||||||||||
Derivative assets (liabilities)
|
|
|
|
|
|
|
|
||||||||
Fair value, beginning of period
|
$
|
10
|
|
|
$
|
49
|
|
|
$
|
41
|
|
|
$
|
78
|
|
Total gains (losses):
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
(11
|
)
|
|
3
|
|
|
(15
|
)
|
|
9
|
|
||||
Included in other comprehensive income
|
—
|
|
|
1
|
|
|
1
|
|
|
(5
|
)
|
||||
Purchases
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
3
|
|
||||
Settlements
|
(1
|
)
|
|
(5
|
)
|
|
(28
|
)
|
|
(35
|
)
|
||||
Fair value, end of period
|
$
|
(2
|
)
|
|
$
|
50
|
|
|
$
|
(2
|
)
|
|
$
|
50
|
|
Unrealized losses relating to instruments held at the end of the period
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
|
$
|
(16
|
)
|
|
June 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)
|
13,638
|
|
|
14,994
|
|
|
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.
|
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||
Derivatives
|
Condensed Consolidated Statements of Operations Caption
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(in millions)
|
||||||||||||||
Commodity derivatives
|
Sales of natural gas liquids
|
$
|
(11
|
)
|
|
$
|
5
|
|
|
$
|
(16
|
)
|
|
$
|
12
|
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
||||||||||||||
Net income—controlling interests
|
$
|
149
|
|
|
$
|
18
|
|
|
$
|
383
|
|
|
$
|
285
|
|
Increase in additional paid-in capital resulting from issuances of SEP units
|
7
|
|
|
19
|
|
|
15
|
|
|
25
|
|
||||
Total net income—controlling interests and changes in
equity—controlling interests
|
$
|
156
|
|
|
$
|
37
|
|
|
$
|
398
|
|
|
$
|
310
|
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
||||||||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Service cost benefit earned
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
10
|
|
|
$
|
10
|
|
Interest cost on projected benefit obligation
|
6
|
|
|
6
|
|
|
12
|
|
|
12
|
|
||||
Expected return on plan assets
|
(10
|
)
|
|
(11
|
)
|
|
(20
|
)
|
|
(21
|
)
|
||||
Amortization of loss
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
||||
Net periodic pension cost
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
6
|
|
|
$
|
6
|
|
|
|
|
|
|
|
|
|
||||||||
Canada
|
|
|
|
|
|
|
|
||||||||
Service cost benefit earned
|
$
|
7
|
|
|
$
|
8
|
|
|
$
|
15
|
|
|
$
|
16
|
|
Interest cost on projected benefit obligation
|
12
|
|
|
11
|
|
|
22
|
|
|
22
|
|
||||
Expected return on plan assets
|
(16
|
)
|
|
(17
|
)
|
|
(32
|
)
|
|
(34
|
)
|
||||
Amortization of loss
|
4
|
|
|
6
|
|
|
9
|
|
|
13
|
|
||||
Amortization of prior service cost
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Net periodic pension cost
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
15
|
|
|
$
|
18
|
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
||||||||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Interest cost on accumulated post-retirement benefit obligation
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Expected return on plan assets
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
||||
Net periodic other post-retirement benefit cost
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
||||||||
Canada
|
|
|
|
|
|
|
|
||||||||
Service cost benefit earned
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost on accumulated post-retirement benefit obligation
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Net periodic other post-retirement benefit cost
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
Spectra
Energy
Corp
|
|
Spectra
Capital
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Three Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Total operating revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,159
|
|
|
$
|
—
|
|
|
$
|
1,159
|
|
Total operating expenses
|
2
|
|
|
1
|
|
|
785
|
|
|
—
|
|
|
788
|
|
|||||
Operating income (loss)
|
(2
|
)
|
|
(1
|
)
|
|
374
|
|
|
—
|
|
|
371
|
|
|||||
Earnings from equity investments
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
144
|
|
|
261
|
|
|
—
|
|
|
(405
|
)
|
|
—
|
|
|||||
Other income and expenses, net
|
(2
|
)
|
|
—
|
|
|
41
|
|
|
—
|
|
|
39
|
|
|||||
Interest expense
|
—
|
|
|
61
|
|
|
92
|
|
|
—
|
|
|
153
|
|
|||||
Earnings before income taxes
|
140
|
|
|
199
|
|
|
339
|
|
|
(405
|
)
|
|
273
|
|
|||||
Income tax expense (benefit)
|
(9
|
)
|
|
55
|
|
|
6
|
|
|
—
|
|
|
52
|
|
|||||
Net income
|
149
|
|
|
144
|
|
|
333
|
|
|
(405
|
)
|
|
221
|
|
|||||
Net income—noncontrolling interests
|
—
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
72
|
|
|||||
Net income—controlling interests
|
$
|
149
|
|
|
$
|
144
|
|
|
$
|
261
|
|
|
$
|
(405
|
)
|
|
$
|
149
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Total operating revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,192
|
|
|
$
|
—
|
|
|
$
|
1,192
|
|
Total operating expenses
|
1
|
|
|
(1
|
)
|
|
786
|
|
|
—
|
|
|
786
|
|
|||||
Operating income (loss)
|
(1
|
)
|
|
1
|
|
|
406
|
|
|
—
|
|
|
406
|
|
|||||
Loss from equity investments
|
—
|
|
|
—
|
|
|
(189
|
)
|
|
—
|
|
|
(189
|
)
|
|||||
Equity in earnings of consolidated subsidiaries
|
12
|
|
|
62
|
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|||||
Other income and expenses, net
|
2
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
22
|
|
|||||
Interest expense
|
—
|
|
|
61
|
|
|
105
|
|
|
—
|
|
|
166
|
|
|||||
Earnings before income taxes
|
13
|
|
|
2
|
|
|
132
|
|
|
(74
|
)
|
|
73
|
|
|||||
Income tax expense (benefit)
|
(5
|
)
|
|
(10
|
)
|
|
8
|
|
|
—
|
|
|
(7
|
)
|
|||||
Net income
|
18
|
|
|
12
|
|
|
124
|
|
|
(74
|
)
|
|
80
|
|
|||||
Net income—noncontrolling interests
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
62
|
|
|||||
Net income—controlling interests
|
$
|
18
|
|
|
$
|
12
|
|
|
$
|
62
|
|
|
$
|
(74
|
)
|
|
$
|
18
|
|
|
Spectra
Energy
Corp
|
|
Spectra
Capital
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Six Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Total operating revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,544
|
|
|
$
|
(1
|
)
|
|
$
|
2,543
|
|
Total operating expenses
|
5
|
|
|
2
|
|
|
1,672
|
|
|
(1
|
)
|
|
1,678
|
|
|||||
Operating income (loss)
|
(5
|
)
|
|
(2
|
)
|
|
872
|
|
|
—
|
|
|
865
|
|
|||||
Earnings from equity investments
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
371
|
|
|
653
|
|
|
—
|
|
|
(1,024
|
)
|
|
—
|
|
|||||
Other income and expenses, net
|
(2
|
)
|
|
—
|
|
|
73
|
|
|
—
|
|
|
71
|
|
|||||
Interest expense
|
—
|
|
|
123
|
|
|
181
|
|
|
—
|
|
|
304
|
|
|||||
Earnings before income taxes
|
364
|
|
|
528
|
|
|
813
|
|
|
(1,024
|
)
|
|
681
|
|
|||||
Income tax expense (benefit)
|
(19
|
)
|
|
157
|
|
|
12
|
|
|
—
|
|
|
150
|
|
|||||
Net income
|
383
|
|
|
371
|
|
|
801
|
|
|
(1,024
|
)
|
|
531
|
|
|||||
Net income—noncontrolling interests
|
—
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
148
|
|
|||||
Net income—controlling interests
|
$
|
383
|
|
|
$
|
371
|
|
|
$
|
653
|
|
|
$
|
(1,024
|
)
|
|
$
|
383
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Total operating revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,816
|
|
|
$
|
(1
|
)
|
|
$
|
2,815
|
|
Total operating expenses
|
3
|
|
|
(1
|
)
|
|
1,867
|
|
|
(1
|
)
|
|
1,868
|
|
|||||
Operating income (loss)
|
(3
|
)
|
|
1
|
|
|
949
|
|
|
—
|
|
|
947
|
|
|||||
Loss from equity investments
|
—
|
|
|
—
|
|
|
(165
|
)
|
|
—
|
|
|
(165
|
)
|
|||||
Equity in earnings of consolidated subsidiaries
|
275
|
|
|
483
|
|
|
—
|
|
|
(758
|
)
|
|
—
|
|
|||||
Other income and expenses, net
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|||||
Interest expense
|
—
|
|
|
122
|
|
|
203
|
|
|
—
|
|
|
325
|
|
|||||
Earnings before income taxes
|
272
|
|
|
362
|
|
|
623
|
|
|
(758
|
)
|
|
499
|
|
|||||
Income tax expense (benefit)
|
(13
|
)
|
|
87
|
|
|
20
|
|
|
—
|
|
|
94
|
|
|||||
Net income
|
285
|
|
|
275
|
|
|
603
|
|
|
(758
|
)
|
|
405
|
|
|||||
Net income—noncontrolling interests
|
—
|
|
|
—
|
|
|
120
|
|
|
—
|
|
|
120
|
|
|||||
Net income—controlling interests
|
$
|
285
|
|
|
$
|
275
|
|
|
$
|
483
|
|
|
$
|
(758
|
)
|
|
$
|
285
|
|
|
Spectra
Energy
Corp
|
|
Spectra
Capital
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Three Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
149
|
|
|
$
|
144
|
|
|
$
|
333
|
|
|
$
|
(405
|
)
|
|
$
|
221
|
|
Other comprehensive income
|
1
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
57
|
|
|||||
Total comprehensive income, net of tax
|
150
|
|
|
144
|
|
|
389
|
|
|
(405
|
)
|
|
278
|
|
|||||
Less: comprehensive income—noncontrolling interests
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
75
|
|
|||||
Comprehensive income—controlling interests
|
$
|
150
|
|
|
$
|
144
|
|
|
$
|
314
|
|
|
$
|
(405
|
)
|
|
$
|
203
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
18
|
|
|
$
|
12
|
|
|
$
|
124
|
|
|
$
|
(74
|
)
|
|
$
|
80
|
|
Other comprehensive income
|
2
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
93
|
|
|||||
Total comprehensive income, net of tax
|
20
|
|
|
12
|
|
|
215
|
|
|
(74
|
)
|
|
173
|
|
|||||
Less: comprehensive income—noncontrolling interests
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
64
|
|
|||||
Comprehensive income—controlling interests
|
$
|
20
|
|
|
$
|
12
|
|
|
$
|
151
|
|
|
$
|
(74
|
)
|
|
$
|
109
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
383
|
|
|
$
|
371
|
|
|
$
|
801
|
|
|
$
|
(1,024
|
)
|
|
$
|
531
|
|
Other comprehensive income
|
2
|
|
|
—
|
|
|
360
|
|
|
—
|
|
|
362
|
|
|||||
Total comprehensive income, net of tax
|
385
|
|
|
371
|
|
|
1,161
|
|
|
(1,024
|
)
|
|
893
|
|
|||||
Less: comprehensive income—noncontrolling interests
|
—
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
|||||
Comprehensive income—controlling interests
|
$
|
385
|
|
|
$
|
371
|
|
|
$
|
1,006
|
|
|
$
|
(1,024
|
)
|
|
$
|
738
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
285
|
|
|
$
|
275
|
|
|
$
|
603
|
|
|
$
|
(758
|
)
|
|
$
|
405
|
|
Other comprehensive income (loss)
|
3
|
|
|
—
|
|
|
(395
|
)
|
|
—
|
|
|
(392
|
)
|
|||||
Total comprehensive income, net of tax
|
288
|
|
|
275
|
|
|
208
|
|
|
(758
|
)
|
|
13
|
|
|||||
Less: comprehensive income—noncontrolling interests
|
—
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
114
|
|
|||||
Comprehensive income (loss)—controlling interests
|
$
|
288
|
|
|
$
|
275
|
|
|
$
|
94
|
|
|
$
|
(758
|
)
|
|
$
|
(101
|
)
|
|
Spectra
Energy
Corp
|
|
Spectra
Capital
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
238
|
|
|
$
|
—
|
|
|
$
|
240
|
|
Receivables—consolidated subsidiaries
|
12
|
|
|
—
|
|
|
6
|
|
|
(18
|
)
|
|
—
|
|
|||||
Notes receivable—current—consolidated subsidiaries
|
—
|
|
|
—
|
|
|
388
|
|
|
(388
|
)
|
|
—
|
|
|||||
Receivables—other
|
1
|
|
|
—
|
|
|
707
|
|
|
—
|
|
|
708
|
|
|||||
Other current assets
|
12
|
|
|
—
|
|
|
677
|
|
|
—
|
|
|
689
|
|
|||||
Total current assets
|
25
|
|
|
2
|
|
|
2,016
|
|
|
(406
|
)
|
|
1,637
|
|
|||||
Investments in and loans to unconsolidated affiliates
|
—
|
|
|
—
|
|
|
2,657
|
|
|
—
|
|
|
2,657
|
|
|||||
Investments in consolidated subsidiaries
|
14,716
|
|
|
20,229
|
|
|
—
|
|
|
(34,945
|
)
|
|
—
|
|
|||||
Advances receivable—consolidated subsidiaries
|
—
|
|
|
5,037
|
|
|
1,331
|
|
|
(6,368
|
)
|
|
—
|
|
|||||
Notes receivable—consolidated subsidiaries
|
—
|
|
|
—
|
|
|
2,800
|
|
|
(2,800
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
4,217
|
|
|
—
|
|
|
4,217
|
|
|||||
Other assets
|
41
|
|
|
46
|
|
|
286
|
|
|
—
|
|
|
373
|
|
|||||
Net property, plant and equipment
|
—
|
|
|
—
|
|
|
24,707
|
|
|
—
|
|
|
24,707
|
|
|||||
Regulatory assets and deferred debits
|
3
|
|
|
4
|
|
|
1,449
|
|
|
—
|
|
|
1,456
|
|
|||||
Total Assets
|
$
|
14,785
|
|
|
$
|
25,318
|
|
|
$
|
39,463
|
|
|
$
|
(44,519
|
)
|
|
$
|
35,047
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
705
|
|
|
$
|
—
|
|
|
$
|
709
|
|
Accounts payable—consolidated subsidiaries
|
—
|
|
|
15
|
|
|
3
|
|
|
(18
|
)
|
|
—
|
|
|||||
Commercial paper
|
—
|
|
|
363
|
|
|
750
|
|
|
—
|
|
|
1,113
|
|
|||||
Short-term borrowings—consolidated subsidiaries
|
—
|
|
|
388
|
|
|
—
|
|
|
(388
|
)
|
|
—
|
|
|||||
Taxes accrued
|
2
|
|
|
2
|
|
|
76
|
|
|
—
|
|
|
80
|
|
|||||
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
|||||
Other current liabilities
|
62
|
|
|
47
|
|
|
707
|
|
|
—
|
|
|
816
|
|
|||||
Total current liabilities
|
66
|
|
|
817
|
|
|
2,309
|
|
|
(406
|
)
|
|
2,786
|
|
|||||
Long-term debt
|
—
|
|
|
2,911
|
|
|
10,673
|
|
|
—
|
|
|
13,584
|
|
|||||
Advances payable—consolidated subsidiaries
|
6,368
|
|
|
—
|
|
|
—
|
|
|
(6,368
|
)
|
|
—
|
|
|||||
Notes payable—consolidated subsidiaries
|
—
|
|
|
2,800
|
|
|
—
|
|
|
(2,800
|
)
|
|
—
|
|
|||||
Deferred credits and other liabilities
|
753
|
|
|
4,074
|
|
|
2,288
|
|
|
—
|
|
|
7,115
|
|
|||||
Preferred stock of subsidiaries
|
—
|
|
|
—
|
|
|
339
|
|
|
—
|
|
|
339
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Controlling interests
|
7,598
|
|
|
14,716
|
|
|
20,229
|
|
|
(34,945
|
)
|
|
7,598
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
3,625
|
|
|
—
|
|
|
3,625
|
|
|||||
Total equity
|
7,598
|
|
|
14,716
|
|
|
23,854
|
|
|
(34,945
|
)
|
|
11,223
|
|
|||||
Total Liabilities and Equity
|
$
|
14,785
|
|
|
$
|
25,318
|
|
|
$
|
39,463
|
|
|
$
|
(44,519
|
)
|
|
$
|
35,047
|
|
|
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
|
|
|
Spectra
Energy
Corp
|
|
Spectra
Capital
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
383
|
|
|
$
|
371
|
|
|
$
|
801
|
|
|
$
|
(1,024
|
)
|
|
$
|
531
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
397
|
|
|
—
|
|
|
397
|
|
|||||
Earnings from equity investments
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
(49
|
)
|
|||||
Equity in earnings of consolidated subsidiaries
|
(371
|
)
|
|
(653
|
)
|
|
—
|
|
|
1,024
|
|
|
—
|
|
|||||
Distributions from equity investments
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|||||
Other
|
(43
|
)
|
|
216
|
|
|
135
|
|
|
—
|
|
|
308
|
|
|||||
Net cash provided by (used in) operating activities
|
(31
|
)
|
|
(66
|
)
|
|
1,336
|
|
|
—
|
|
|
1,239
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(1,520
|
)
|
|
—
|
|
|
(1,520
|
)
|
|||||
Investments in and loans to unconsolidated
affiliates
|
—
|
|
|
—
|
|
|
(112
|
)
|
|
—
|
|
|
(112
|
)
|
|||||
Purchase of intangible, net
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|||||
Purchases of held-to-maturity securities
|
—
|
|
|
—
|
|
|
(346
|
)
|
|
—
|
|
|
(346
|
)
|
|||||
Proceeds from sales and maturities of held-to-maturity securities
|
—
|
|
|
—
|
|
|
364
|
|
|
—
|
|
|
364
|
|
|||||
Purchases of available-for-sale securities
|
—
|
|
|
—
|
|
|
(329
|
)
|
|
—
|
|
|
(329
|
)
|
|||||
Proceeds from sales and maturities of available-for-sale securities
|
—
|
|
|
—
|
|
|
330
|
|
|
—
|
|
|
330
|
|
|||||
Distributions from equity investments
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|||||
Distribution to equity investment
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
—
|
|
|
(148
|
)
|
|||||
Advances from (to) affiliates
|
(50
|
)
|
|
197
|
|
|
—
|
|
|
(147
|
)
|
|
—
|
|
|||||
Other changes in restricted funds
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Net cash provided by (used in) investing activities
|
(50
|
)
|
|
197
|
|
|
(1,744
|
)
|
|
(147
|
)
|
|
(1,744
|
)
|
|||||
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
|
—
|
|
|
(118
|
)
|
|
95
|
|
|
—
|
|
|
(23
|
)
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
(114
|
)
|
|||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
278
|
|
|
—
|
|
|
278
|
|
|||||
Proceeds from the issuances of Spectra Energy common stock
|
868
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
868
|
|
|||||
Proceeds from the issuances of SEP common units
|
—
|
|
|
—
|
|
|
321
|
|
|
—
|
|
|
321
|
|
|||||
Dividends paid on common stock
|
(557
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(557
|
)
|
|||||
Distributions and advances from (to) affiliates
|
(231
|
)
|
|
(12
|
)
|
|
96
|
|
|
147
|
|
|
—
|
|
|||||
Other
|
1
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Net cash provided by (used in) financing activities
|
81
|
|
|
(130
|
)
|
|
430
|
|
|
147
|
|
|
528
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Net increase in cash and cash equivalents
|
—
|
|
|
1
|
|
|
26
|
|
|
—
|
|
|
27
|
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
1
|
|
|
212
|
|
|
—
|
|
|
213
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
238
|
|
|
$
|
—
|
|
|
$
|
240
|
|
|
Spectra
Energy
Corp
|
|
Spectra
Capital
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
285
|
|
|
$
|
275
|
|
|
$
|
603
|
|
|
$
|
(758
|
)
|
|
$
|
405
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
393
|
|
|
—
|
|
|
393
|
|
|||||
Loss from equity investments
|
—
|
|
|
—
|
|
|
165
|
|
|
—
|
|
|
165
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
(275
|
)
|
|
(483
|
)
|
|
—
|
|
|
758
|
|
|
—
|
|
|||||
Distributions from equity investments
|
—
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
93
|
|
|||||
Other
|
30
|
|
|
68
|
|
|
302
|
|
|
—
|
|
|
400
|
|
|||||
Net cash provided by (used in) operating activities
|
40
|
|
|
(140
|
)
|
|
1,556
|
|
|
—
|
|
|
1,456
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(989
|
)
|
|
—
|
|
|
(989
|
)
|
|||||
Investments in and loans to unconsolidated
affiliates |
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|||||
Purchases of held-to-maturity securities
|
—
|
|
|
—
|
|
|
(329
|
)
|
|
—
|
|
|
(329
|
)
|
|||||
Proceeds from sales and maturities of held-to-maturity securities
|
—
|
|
|
—
|
|
|
344
|
|
|
—
|
|
|
344
|
|
|||||
Proceeds from sales and maturities of available-for-sale securities
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Distributions from equity investments
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|||||
Advances from (to) affiliates
|
(72
|
)
|
|
46
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|||||
Other changes in restricted funds
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Net cash provided by (used in) investing activities
|
(72
|
)
|
|
46
|
|
|
(976
|
)
|
|
26
|
|
|
(976
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the issuance of long-term debt
|
—
|
|
|
—
|
|
|
994
|
|
|
—
|
|
|
994
|
|
|||||
Payments for the redemption of long-term debt
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|||||
Net increase (decrease) in commercial paper
|
—
|
|
|
99
|
|
|
(1,129
|
)
|
|
—
|
|
|
(1,030
|
)
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
(93
|
)
|
|||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
|||||
Proceeds from the issuances of SEP common units
|
—
|
|
|
—
|
|
|
180
|
|
|
—
|
|
|
180
|
|
|||||
Dividends paid on common stock
|
(499
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(499
|
)
|
|||||
Distributions and advances from (to) affiliates
|
532
|
|
|
(4
|
)
|
|
(502
|
)
|
|
(26
|
)
|
|
—
|
|
|||||
Other
|
(1
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Net cash provided by (used in) financing activities
|
32
|
|
|
95
|
|
|
(507
|
)
|
|
(26
|
)
|
|
(406
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Net increase in cash and cash equivalents
|
—
|
|
|
1
|
|
|
71
|
|
|
—
|
|
|
72
|
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
1
|
|
|
214
|
|
|
—
|
|
|
215
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
285
|
|
|
$
|
—
|
|
|
$
|
287
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Spectra Energy Partners’ earnings for the three-month period benefited mainly from expansion projects, more than offset by a one-time property tax accrual adjustment in 2015 and by 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 six-month period, earnings benefited mainly from expansion projects, more than offset by 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 colder weather, partially offset by a lower Canadian dollar. For the six-month period, earnings decreased mainly due to the effect of a lower Canadian dollar and warmer weather, partially offset by incremental earnings from the 2015 Dawn-Parkway expansion project and lower earnings to be shared with customers.
|
•
|
Western Canada Transmission & Processing’s earnings for the three and six-month periods decreased mainly due to lower firm gathering and processing revenues, lower earnings at Empress and a lower Canadian dollar, partially offset by lower plant turnaround costs.
|
•
|
Field Services’ earnings for the three and six-month periods increased mainly due to the 2015 partial impairment of goodwill at DCP Midstream and favorable contract realignment efforts and continued costs savings, partially offset by lower commodity prices.
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
||||||||||||||
Operating revenues
|
$
|
1,159
|
|
|
$
|
1,192
|
|
|
$
|
2,543
|
|
|
$
|
2,815
|
|
Operating expenses
|
788
|
|
|
786
|
|
|
1,678
|
|
|
1,868
|
|
||||
Operating income
|
371
|
|
|
406
|
|
|
865
|
|
|
947
|
|
||||
Other income and expenses
|
55
|
|
|
(167
|
)
|
|
120
|
|
|
(123
|
)
|
||||
Interest expense
|
153
|
|
|
166
|
|
|
304
|
|
|
325
|
|
||||
Earnings before income taxes
|
273
|
|
|
73
|
|
|
681
|
|
|
499
|
|
||||
Income tax expense (benefit)
|
52
|
|
|
(7
|
)
|
|
150
|
|
|
94
|
|
||||
Net income
|
221
|
|
|
80
|
|
|
531
|
|
|
405
|
|
||||
Net income—noncontrolling interests
|
72
|
|
|
62
|
|
|
148
|
|
|
120
|
|
||||
Net income—controlling interests
|
$
|
149
|
|
|
$
|
18
|
|
|
$
|
383
|
|
|
$
|
285
|
|
•
|
the effects of a lower Canadian dollar at Distribution and Western Canada Transmission & Processing,
|
•
|
lower firm gathering and processing revenues and a decrease from non-cash mark-to-market commodity-related pricing adjustments and lower settlement gains associated with the risk management program at the Empress operations at Western Canada Transmission & Processing and
|
•
|
lower natural gas prices passed through to customers, net of higher residential usage due to colder weather at Distribution, partially offset by
|
•
|
higher revenues from expansion projects at Spectra Energy Partners.
|
•
|
higher costs related to expansion projects, higher property tax accruals due to the absence of a 2015 tax benefit and higher pipeline inspection and repair costs at Spectra Energy Partners and
|
•
|
higher volumes of natural gas sold due to colder weather, net of lower natural gas prices passed through to customers at Distribution, partially offset by
|
•
|
the effects of a lower Canadian dollar at Distribution and Western Canada Transmission & Processing and
|
•
|
lower plant turnaround costs at Western Canada Transmission & Processing.
|
•
|
lower usage due to warmer weather and lower natural gas prices passed through to customers 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, lower NGL prices at the Empress operations and a decrease in firm gathering and processing revenues at Western Canada Transmission & Processing, partially offset by
|
•
|
higher revenues from expansion projects at Spectra Energy Partners.
|
•
|
lower volumes of natural gas sold due to warmer weather and lower natural gas prices passed through to customers at Distribution,
|
•
|
the effects of a lower Canadian dollar at Distribution and Western Canada Transmission & Processing and
|
•
|
lower costs of sales at the Empress operations and lower plant turnaround costs at Western Canada Transmission & Processing, partially offset by
|
•
|
higher costs related to expansion projects, pipeline inspection and repair costs and property tax accruals due to the absence of a 2015 tax benefit at Spectra Energy Partners.
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
||||||||||||||
Spectra Energy Partners
|
$
|
471
|
|
|
$
|
478
|
|
|
$
|
944
|
|
|
$
|
933
|
|
Distribution
|
104
|
|
|
98
|
|
|
274
|
|
|
290
|
|
||||
Western Canada Transmission & Processing
|
97
|
|
|
104
|
|
|
220
|
|
|
265
|
|
||||
Field Services
|
(14
|
)
|
|
(233
|
)
|
|
(11
|
)
|
|
(250
|
)
|
||||
Total reportable segment EBITDA
|
658
|
|
|
447
|
|
|
1,427
|
|
|
1,238
|
|
||||
Other
|
(36
|
)
|
|
(12
|
)
|
|
(55
|
)
|
|
(27
|
)
|
||||
Total reportable segment and other EBITDA
|
$
|
622
|
|
|
$
|
435
|
|
|
$
|
1,372
|
|
|
$
|
1,211
|
|
Depreciation and amortization
|
196
|
|
|
193
|
|
|
389
|
|
|
386
|
|
||||
Interest expense
|
153
|
|
|
166
|
|
|
304
|
|
|
325
|
|
||||
Interest income and other (a)
|
—
|
|
|
(3
|
)
|
|
2
|
|
|
(1
|
)
|
||||
Earnings before income taxes
|
$
|
273
|
|
|
$
|
73
|
|
|
$
|
681
|
|
|
$
|
499
|
|
(a)
|
Includes foreign currency transaction gains and losses related to segment EBITDA.
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||||||||||
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
||||||||||||
|
(in millions, except where noted)
|
||||||||||||||||||||||
Operating revenues
|
$
|
618
|
|
|
$
|
603
|
|
|
$
|
15
|
|
|
$
|
1,242
|
|
|
$
|
1,209
|
|
|
$
|
33
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating, maintenance and other
|
216
|
|
|
192
|
|
|
24
|
|
|
421
|
|
|
399
|
|
|
22
|
|
||||||
Other income and expenses
|
69
|
|
|
67
|
|
|
2
|
|
|
123
|
|
|
123
|
|
|
—
|
|
||||||
EBITDA
|
$
|
471
|
|
|
$
|
478
|
|
|
$
|
(7
|
)
|
|
$
|
944
|
|
|
$
|
933
|
|
|
$
|
11
|
|
Express pipeline revenue receipts, MBbl/d (a)
|
233
|
|
|
235
|
|
|
(2
|
)
|
|
233
|
|
|
242
|
|
|
(9
|
)
|
||||||
Platte PADD II deliveries, MBbl/d
|
143
|
|
|
172
|
|
|
(29
|
)
|
|
132
|
|
|
170
|
|
|
(38
|
)
|
(a)
|
Thousand barrels per day.
|
•
|
a $29 million increase due to expansion projects 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 recoveries of electric power and other costs passed through to gas transmission customers,
|
•
|
a $4 million decrease in processing revenues primarily due to volumes and lower prices,
|
•
|
a $4 million decrease in crude oil transportation revenues, as a result of lower Platte pipeline volumes, partially offset by increased tariff rates mainly on the Express pipeline and
|
•
|
a $4 million decrease in natural gas transportation revenues mainly from short-term firm transportation on Texas Eastern.
|
•
|
a $16 million increase in expansion project costs,
|
•
|
a $9 million increase in property taxes due to the benefit recognized in 2015 and
|
•
|
a $6 million increase due to pipeline inspection and repair costs related to the Texas Eastern incident near Delmont, PA, partially offset by
|
•
|
a $5 million decrease in electric power and other costs passed through to gas transmission customers and
|
•
|
a $3 million decrease in power costs due to lower usage in 2016 on the Express and Platte pipelines.
|
•
|
a $17 million increase primarily due to higher AFUDC from higher capital spending on expansion projects, offset by
|
•
|
an $18 million decrease primarily due to the absence of equity earnings from Sand Hills and Southern Hills owned until October 2015.
|
•
|
a $57 million increase due to expansion projects, primarily on Texas Eastern, partially offset by
|
•
|
a $10 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,
|
•
|
a $9 million decrease in recoveries of electric power and other costs passed through to gas transmission customers,
|
•
|
a $4 million decrease in processing revenues primarily due to lower prices and volumes and
|
•
|
a $4 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.
|
•
|
a $31 million increase in expansion project costs,
|
•
|
a $6 million increase due to pipeline inspection and repair costs related to the Texas Eastern incident near Delmont, PA and
|
•
|
a $5 million increase in property taxes due to the benefit recognized in 2015, partially offset by
|
•
|
a $9 million decrease due to a prior year non-cash impairment charge on Ozark Gas Gathering,
|
•
|
a $9 million decrease in electric power and other costs passed through to gas transmission customers and
|
•
|
a $6 million decrease in power costs due to lower usage in 2016 on the Express and Platte pipelines.
|
•
|
a $24 million increase primarily due to higher AFUDC from higher capital spending on expansion projects, offset by
|
•
|
a $31 million decrease in equity earnings primarily due to the absence of equity earnings from Sand Hills and Southern Hills owned until October 2015.
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||||||||||
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
||||||||||||
|
(in millions, except where noted)
|
||||||||||||||||||||||
Operating revenues
|
$
|
284
|
|
|
$
|
290
|
|
|
$
|
(6
|
)
|
|
$
|
749
|
|
|
$
|
952
|
|
|
$
|
(203
|
)
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural gas purchased
|
91
|
|
|
103
|
|
|
(12
|
)
|
|
306
|
|
|
486
|
|
|
(180
|
)
|
||||||
Operating, maintenance and other
|
89
|
|
|
90
|
|
|
(1
|
)
|
|
171
|
|
|
176
|
|
|
(5
|
)
|
||||||
Other income and expenses
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
EBITDA
|
$
|
104
|
|
|
$
|
98
|
|
|
$
|
6
|
|
|
$
|
274
|
|
|
$
|
290
|
|
|
$
|
(16
|
)
|
Number of customers, thousands
|
|
|
|
|
|
|
1,446
|
|
|
1,425
|
|
|
21
|
|
|||||||||
Heating degree days, Fahrenheit
|
1,032
|
|
|
866
|
|
|
166
|
|
|
4,347
|
|
|
5,125
|
|
|
(778
|
)
|
||||||
Pipeline throughput, TBtu (a)
|
155
|
|
|
132
|
|
|
23
|
|
|
385
|
|
|
460
|
|
|
(75
|
)
|
||||||
Canadian dollar exchange rate, average
|
1.29
|
|
|
1.23
|
|
|
0.06
|
|
|
1.33
|
|
|
1.23
|
|
|
0.10
|
|
(a)
|
Trillion British thermal units.
|
•
|
a $15 million decrease resulting from a lower Canadian dollar,
|
•
|
a $12 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 $7 million decrease in industrial market usage, partially offset by
|
•
|
a $19 million increase in residential customer usage of natural gas primarily due to colder weather in 2016,
|
•
|
a $5 million increase from the 2015 Dawn-Parkway expansion project and
|
•
|
a $4 million increase from growth in the number of customers.
|
•
|
a $12 million decrease from lower natural gas prices passed through to customers,
|
•
|
a $7 million decrease in industrial market usage and
|
•
|
a $4 million decrease resulting from a lower Canadian dollar, partially offset by
|
•
|
a $10 million increase due to higher volumes of natural gas sold to residential customers primarily due to colder weather and
|
•
|
a $3 million increase from growth in the number of customers.
|
•
|
a $98 million decrease in residential customer usage of natural gas primarily due to warmer weather in 2016,
|
•
|
a $78 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,
|
•
|
a $67 million decrease resulting from a lower Canadian dollar and
|
•
|
a $9 million decrease in industrial market usage, partially offset by
|
•
|
a $22 million increase from growth in the number of customers,
|
•
|
an $11 million increase from lower utility earnings to be shared with customers in accordance with the incentive regulation framework,
|
•
|
an $11 million increase from the 2015 Dawn-Parkway expansion project,
|
•
|
a $5 million increase in rates primarily due to increased DSM program charges and
|
•
|
a $5 million increase in storage revenue primarily due to higher storage pricing.
|
•
|
an $80 million decrease due to lower volumes of natural gas sold to residential customers primarily due to warmer weather,
|
•
|
a $79 million decrease from lower natural gas prices passed through to customers,
|
•
|
a $29 million decrease resulting from a lower Canadian dollar and
|
•
|
a $9 million decrease in industrial market usage, partially offset by
|
•
|
an $18 million increase from growth in the number of customers.
|
•
|
a $13 million decrease resulting from a lower Canadian dollar, partially offset by
|
•
|
a $6 million increase in operating and maintenance expenses primarily due to higher employee related costs and increased DSM program charges.
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||||||||||
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
||||||||||||
|
(in millions, except where noted)
|
||||||||||||||||||||||
Operating revenues
|
$
|
258
|
|
|
$
|
304
|
|
|
$
|
(46
|
)
|
|
$
|
563
|
|
|
$
|
674
|
|
|
$
|
(111
|
)
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural gas and petroleum products purchased
|
15
|
|
|
25
|
|
|
(10
|
)
|
|
63
|
|
|
92
|
|
|
(29
|
)
|
||||||
Operating, maintenance and other
|
148
|
|
|
174
|
|
|
(26
|
)
|
|
285
|
|
|
321
|
|
|
(36
|
)
|
||||||
Other income and expenses
|
2
|
|
|
(1
|
)
|
|
3
|
|
|
5
|
|
|
4
|
|
|
1
|
|
||||||
EBITDA
|
$
|
97
|
|
|
$
|
104
|
|
|
$
|
(7
|
)
|
|
$
|
220
|
|
|
$
|
265
|
|
|
$
|
(45
|
)
|
Pipeline throughput, TBtu
|
214
|
|
|
220
|
|
|
(6
|
)
|
|
466
|
|
|
476
|
|
|
(10
|
)
|
||||||
Volumes processed, TBtu
|
163
|
|
|
156
|
|
|
7
|
|
|
339
|
|
|
336
|
|
|
3
|
|
||||||
Canadian dollar exchange rate, average
|
1.29
|
|
|
1.23
|
|
|
0.06
|
|
|
1.33
|
|
|
1.23
|
|
|
0.10
|
|
•
|
a $14 million decrease in firm gathering and processing revenues,
|
•
|
a $12 million decrease resulting from a lower Canadian dollar,
|
•
|
a $12 million decrease arising from changes in non-cash mark-to-market commodity-related pricing adjustments associated with the risk management program at the Empress operations and
|
•
|
a $5 million decrease resulting from lower settlement gains associated with the risk management program at the Empress operations.
|
•
|
a $5 million non-cash charge to reduce the value of propane inventory at the Empress operations to net realizable value at June 30, 2015 and
|
•
|
a $4 million decrease primarily as a result of lower costs of NGL sales at the Empress operations.
|
•
|
a $17 million decrease in plant turnaround costs and
|
•
|
a $7 million decrease resulting from a lower Canadian dollar.
|
•
|
a $46 million decrease resulting from a lower Canadian dollar,
|
•
|
a $25 million decrease arising from changes in non-cash mark-to-market commodity-related pricing adjustments associated with the risk management program at the Empress operations,
|
•
|
a $21 million decrease due to lower NGL prices associated with the Empress operations and
|
•
|
a $17 million decrease in firm gathering and processing revenues.
|
•
|
a $23 million decrease primarily as a result of lower costs of NGL sales at the Empress facility and
|
•
|
a $6 million decrease resulting from a lower Canadian dollar.
|
•
|
a $21 million decrease in plant turnaround costs and
|
•
|
a $21 million decrease resulting from a lower Canadian dollar.
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||||||||||
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
||||||||||||
|
(in millions, except where noted)
|
||||||||||||||||||||||
Earnings (loss) from equity investments
|
$
|
(14
|
)
|
|
$
|
(233
|
)
|
|
$
|
219
|
|
|
$
|
(11
|
)
|
|
$
|
(250
|
)
|
|
$
|
239
|
|
EBITDA
|
$
|
(14
|
)
|
|
$
|
(233
|
)
|
|
$
|
219
|
|
|
$
|
(11
|
)
|
|
$
|
(250
|
)
|
|
$
|
239
|
|
Natural gas gathered and processed/transported, TBtu/d (a,b)
|
6.7
|
|
|
7.0
|
|
|
(0.3
|
)
|
|
6.8
|
|
|
7.1
|
|
|
(0.3
|
)
|
||||||
NGL production, MBbl/d (a)
|
416
|
|
|
408
|
|
|
8
|
|
|
399
|
|
|
404
|
|
|
(5
|
)
|
||||||
Average natural gas price per MMBtu (c,d)
|
$
|
1.95
|
|
|
$
|
2.64
|
|
|
$
|
(0.69
|
)
|
|
$
|
2.02
|
|
|
$
|
2.81
|
|
|
$
|
(0.79
|
)
|
Average NGL price per gallon (e)
|
$
|
0.46
|
|
|
$
|
0.48
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.41
|
|
|
$
|
0.48
|
|
|
$
|
(0.07
|
)
|
Average crude oil price per barrel (f)
|
$
|
45.64
|
|
|
$
|
57.94
|
|
|
$
|
(12.30
|
)
|
|
$
|
39.54
|
|
|
$
|
53.29
|
|
|
$
|
(13.75
|
)
|
(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.
|
•
|
a $213 million increase primarily as a result of the 2015 partial impairment of goodwill at DCP Midstream,
|
•
|
a $24 million increase in gathering and processing margins primarily as a result of asset growth and favorable contract realignment and
|
•
|
an $11 million increase due to favorable results from NGL pipelines, 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 $15 million decrease from commodity-sensitive processing arrangements primarily due to decreased natural gas and crude oil prices.
|
•
|
a $213 million increase primarily as a result of the 2015 partial impairment of goodwill at DCP Midstream,
|
•
|
a $49 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 and
|
•
|
a $23 million increase due to favorable results from NGL pipelines, partially offset by unfavorable results from wholesale propane, partially offset by
|
•
|
a $49 million decrease from commodity-sensitive processing arrangements primarily due to decreased natural gas and crude oil prices and
|
•
|
a $22 million decrease resulting from increased net income attributable to noncontrolling interests primarily as a result of asset growth and prior year asset impairments.
|
|
Three Months
Ended June 30, |
|
Six Months
Ended June 30, |
||||||||||||||||||||
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating revenues
|
$
|
19
|
|
|
$
|
17
|
|
|
$
|
2
|
|
|
$
|
36
|
|
|
$
|
35
|
|
|
$
|
1
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating, maintenance and other
|
53
|
|
|
30
|
|
|
23
|
|
|
90
|
|
|
62
|
|
|
28
|
|
||||||
Other income and expenses
|
(2
|
)
|
|
1
|
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
EBITDA
|
$
|
(36
|
)
|
|
$
|
(12
|
)
|
|
$
|
(24
|
)
|
|
$
|
(55
|
)
|
|
$
|
(27
|
)
|
|
$
|
(28
|
)
|
•
|
a $10 million decrease due to captive insurance general liability reserve related to the Texas Eastern incident near Delmont, PA and
|
•
|
a $10 million decrease due to higher employee benefit costs.
|
•
|
a $14 million decrease due to higher employee benefit costs and
|
•
|
a $10 million decrease due to captive insurance general liability reserve related to the Texas Eastern incident near Delmont, PA.
|
|
Six Months
Ended June 30, |
||||||
|
2016
|
|
2015
|
||||
Net cash provided by (used in):
|
(in millions)
|
||||||
Operating activities
|
$
|
1,239
|
|
|
$
|
1,456
|
|
Investing activities
|
(1,744
|
)
|
|
(976
|
)
|
||
Financing activities
|
528
|
|
|
(406
|
)
|
||
Effect of exchange rate changes on cash
|
4
|
|
|
(2
|
)
|
||
Net increase in cash and cash equivalents
|
27
|
|
|
72
|
|
||
Cash and cash equivalents at beginning of period
|
213
|
|
|
215
|
|
||
Cash and cash equivalents at end of period
|
$
|
240
|
|
|
$
|
287
|
|
|
Six Months
Ended June 30, |
||||||
|
2016
|
|
2015
|
||||
Capital and Investment Expenditures
|
(in millions)
|
||||||
Spectra Energy Partners
|
$
|
1,135
|
|
|
$
|
638
|
|
Distribution
|
341
|
|
|
207
|
|
||
Western Canada Transmission & Processing
|
133
|
|
|
149
|
|
||
Total reportable segments
|
1,609
|
|
|
994
|
|
||
Other
|
23
|
|
|
29
|
|
||
Total consolidated
|
$
|
1,632
|
|
|
$
|
1,023
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
Item 6.
|
Exhibits.
|
•
|
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.
|
*
|
Filed herewith.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPECTRA ENERGY CORP
|
|
|
|
|
|||
Date: August 3, 2016
|
|
|
|
|
|
/s/ Gregory L. Ebel
|
|
|
|
|
|
|
Gregory L. Ebel
|
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|||
Date: August 3, 2016
|
|
|
|
|
|
/s/ J. Patrick Reddy
|
|
|
|
|
|
|
J. Patrick Reddy
|
|
|
|
|
|
|
Chief Financial Officer
|
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