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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Spectra Energy Partners, LP Common Units Representing Limited Partner Interests (delisted) | NYSE:SEP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 35.40 | 0 | 01:00:00 |
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Delaware
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41-2232463
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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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Item 1.
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Condensed Consolidated Statements of Income for the three and six months ended June 30, 2018 and 2017
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Condensed Consolidated Statements of Comprehensive Income for the t
hree and six months ended June 30, 2018 and 2017
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Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017
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Item 2.
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Item 3.
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Item 4.
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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 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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interruption of our operations due to social, civil or political events or unrest;
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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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growth in opportunities, including the timing and success of efforts to develop U.S. and Canadian pipeline, storage, gathering and other related infrastructure projects and the effects of competition;
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•
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the performance of natural gas transmission, storage and gathering facilities, and crude oil transportation and storage;
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•
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the extent of success in connecting natural gas and oil supplies to transmission and gathering 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;
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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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the negotiation and execution, and the terms and conditions, of a definitive agreement relating to the proposed transaction and the timing and ability of Enbridge Inc. or Spectra Energy Partners, LP to enter into or consummate such agreement; and
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the focus of management time and attention on the proposed transaction and other disruptions arising from the proposed transaction.
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Item 1.
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Financial Statements (Unaudited).
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
||||||||||||
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2018
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2017
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2018
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2017
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||||||||
Operating revenues
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||||||||
Transportation of natural gas
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$
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575
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$
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538
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$
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1,189
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$
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1,076
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Transportation of crude oil
|
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97
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|
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100
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195
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|
|
201
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||||
Storage of natural gas and other
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54
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|
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57
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|
|
121
|
|
|
118
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|
||||
Total operating revenues
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726
|
|
|
695
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|
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1,505
|
|
|
1,395
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
|
||||||||
Operating, maintenance and other
|
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191
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|
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209
|
|
|
379
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|
|
436
|
|
||||
Depreciation and amortization
|
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90
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|
|
87
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|
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179
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|
|
172
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|
||||
Property and other taxes
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59
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|
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56
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|
|
119
|
|
|
112
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|
||||
Total operating expenses
|
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340
|
|
|
352
|
|
|
677
|
|
|
720
|
|
||||
Operating income
|
|
386
|
|
|
343
|
|
|
828
|
|
|
675
|
|
||||
Other income and expenses
|
|
|
|
|
|
|
|
|
||||||||
Earnings from equity investments
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71
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|
|
40
|
|
|
129
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|
|
78
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|
||||
Other income and expenses, net
|
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26
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|
|
49
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34
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|
|
94
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|
||||
Total other income and expenses
|
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97
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|
|
89
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163
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|
172
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||||
Interest expense
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85
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|
60
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|
|
170
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|
|
116
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|
||||
Earnings before income taxes
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398
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|
|
372
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|
|
821
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|
|
731
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|
||||
Income tax expense
|
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7
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|
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5
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|
|
12
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|
|
10
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|
||||
Net income
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|
391
|
|
|
367
|
|
|
809
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|
|
721
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|
||||
Net income attributable to noncontrolling interests
|
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10
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|
|
39
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|
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21
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|
|
76
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|
||||
Net income attributable to controlling interests
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$
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381
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$
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328
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$
|
788
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|
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$
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645
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||||||||
Net income attributable to controlling interests
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$
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381
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$
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328
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$
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788
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$
|
645
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Net income attributable to general partner
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—
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94
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|
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—
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183
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Net income attributable to limited partners
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$
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381
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$
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234
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$
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788
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$
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462
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Weighted average limited partner units outstanding—basic and diluted
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485
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310
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465
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310
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Net income per limited partner unit—basic and diluted
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$
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0.78
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$
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0.75
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$
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1.69
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$
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1.49
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Distributions paid per limited partner unit
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$
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0.75125
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$
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0.70125
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$
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1.49000
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$
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1.39000
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
||||||||||||
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2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income
|
|
$
|
391
|
|
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$
|
367
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|
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$
|
809
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|
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$
|
721
|
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Other comprehensive income:
|
|
|
|
|
|
|
|
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||||||||
Foreign currency translation adjustments
|
|
(7
|
)
|
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6
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|
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(14
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)
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|
7
|
|
||||
General partner units restructuring
|
|
—
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|
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—
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|
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(3
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)
|
|
—
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|
||||
Change in unrealized gain on cash flow hedges
|
|
9
|
|
|
—
|
|
|
35
|
|
|
—
|
|
||||
Other comprehensive income
|
|
2
|
|
|
6
|
|
|
18
|
|
|
7
|
|
||||
Comprehensive income
|
|
393
|
|
|
373
|
|
|
827
|
|
|
728
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
|
10
|
|
|
39
|
|
|
21
|
|
|
76
|
|
||||
Comprehensive income attributable to controlling interests
|
|
$
|
383
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|
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$
|
334
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|
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$
|
806
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$
|
652
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
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|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
96
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|
|
$
|
107
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|
Receivables (net of allowance for doubtful accounts of $13 million and $10 million at June 30, 2018 and December 31, 2017, respectively)
|
|
326
|
|
|
372
|
|
||
Inventory
|
|
62
|
|
|
40
|
|
||
Fuel Tracker
|
|
101
|
|
|
19
|
|
||
Other assets, net
|
|
36
|
|
|
23
|
|
||
Total current assets
|
|
621
|
|
|
561
|
|
||
Investments in and loans to unconsolidated affiliates
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|
2,789
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|
|
3,302
|
|
||
Goodwill
|
|
2,953
|
|
|
2,957
|
|
||
Property, plant and equipment, net
|
|
15,128
|
|
|
14,899
|
|
||
Regulatory and other assets
|
|
352
|
|
|
337
|
|
||
Total assets
|
|
$
|
21,843
|
|
|
$
|
22,056
|
|
|
|
|
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|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
286
|
|
|
$
|
259
|
|
Taxes payable
|
|
112
|
|
|
84
|
|
||
Interest payable
|
|
85
|
|
|
68
|
|
||
Current portion of long-term debt
|
|
500
|
|
|
500
|
|
||
Other
|
|
144
|
|
|
194
|
|
||
Total current liabilities
|
|
1,127
|
|
|
1,105
|
|
||
Long-term debt
|
|
7,651
|
|
|
7,963
|
|
||
Deferred income taxes
|
|
46
|
|
|
46
|
|
||
Regulatory and other liabilities
|
|
1,018
|
|
|
1,041
|
|
||
Total liabilities
|
|
9,842
|
|
|
10,155
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Partners’ capital
|
|
|
|
|
||||
Common units (484.9 and 312.4 units issued and outstanding at June 30, 2018 and December 31, 2017, respectively)
|
|
11,655
|
|
|
11,183
|
|
||
General partner units (no units and 6.4 units issued and outstanding at June 30, 2018 and December 31, 2017, respectively)
|
|
—
|
|
|
386
|
|
||
Accumulated other comprehensive loss
|
|
(15
|
)
|
|
(33
|
)
|
||
Total partners’ capital
|
|
11,640
|
|
|
11,536
|
|
||
Noncontrolling interests
|
|
361
|
|
|
365
|
|
||
Total equity
|
|
12,001
|
|
|
11,901
|
|
||
Total liabilities and equity
|
|
$
|
21,843
|
|
|
$
|
22,056
|
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
||||
Net income
|
|
$
|
809
|
|
|
$
|
721
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
184
|
|
|
175
|
|
||
Deferred income tax expense
|
|
—
|
|
|
2
|
|
||
Earnings from equity investments
|
|
(129
|
)
|
|
(78
|
)
|
||
Distributions from equity investments
|
|
99
|
|
|
57
|
|
||
Regulatory liability - deferred income taxes
|
|
(25
|
)
|
|
—
|
|
||
Change in operating assets and liabilities
|
|
(55
|
)
|
|
(69
|
)
|
||
Net cash provided by operating activities
|
|
883
|
|
|
808
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Capital expenditures
|
|
(385
|
)
|
|
(1,361
|
)
|
||
Investments in and loans to unconsolidated affiliates
|
|
(232
|
)
|
|
(158
|
)
|
||
Distributions from equity investments
|
|
36
|
|
|
21
|
|
||
Distribution from Sabal Trail debt proceeds
|
|
744
|
|
|
—
|
|
||
Other
|
|
—
|
|
|
2
|
|
||
Net cash provided by (used in) investing activities
|
|
163
|
|
|
(1,496
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Proceeds from the issuance of long-term debt
|
|
794
|
|
|
400
|
|
||
Payments for the redemption of long-term debt
|
|
—
|
|
|
(416
|
)
|
||
Net change in credit facility draws and commercial paper borrowings
|
|
(1,093
|
)
|
|
750
|
|
||
Distributions to noncontrolling interests
|
|
(28
|
)
|
|
(25
|
)
|
||
Contributions from noncontrolling interests
|
|
1
|
|
|
416
|
|
||
Proceeds from the issuances of units
|
|
—
|
|
|
87
|
|
||
Distributions to partners
|
|
(722
|
)
|
|
(597
|
)
|
||
Other
|
|
(11
|
)
|
|
(1
|
)
|
||
Net cash provided by (used in) financing activities
|
|
(1,059
|
)
|
|
614
|
|
||
Net decrease in Cash, cash equivalents and restricted cash
|
|
(13
|
)
|
|
(74
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
|
114
|
|
|
233
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
101
|
|
|
$
|
159
|
|
|
|
Partners’ Capital
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||
|
|
Common
|
|
General
Partner
|
|
Accumulated Other
Comprehensive Income (Loss)
|
||||||||||||||
December 31, 2017
|
|
$
|
11,183
|
|
|
$
|
386
|
|
|
$
|
(33
|
)
|
|
$
|
365
|
|
|
$
|
11,901
|
|
Net income
|
|
788
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
809
|
|
|||||
General partner units restructuring
|
|
389
|
|
|
(386
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Attributed deferred tax benefit
|
|
21
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
23
|
|
|||||
Incentive distribution rights restructuring legal fees
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Distributions to partners
|
|
(722
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(722
|
)
|
|||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|||||
June 30, 2018
|
|
$
|
11,655
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
361
|
|
|
$
|
12,001
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
|
$
|
11,650
|
|
|
$
|
452
|
|
|
$
|
(45
|
)
|
|
$
|
1,347
|
|
|
$
|
13,404
|
|
Net income
|
|
462
|
|
|
183
|
|
|
—
|
|
|
76
|
|
|
721
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Attributed deferred tax benefit
|
|
—
|
|
|
42
|
|
|
—
|
|
|
23
|
|
|
65
|
|
|||||
Issuances of units
|
|
85
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|||||
Distributions to partners
|
|
(430
|
)
|
|
(167
|
)
|
|
—
|
|
|
—
|
|
|
(597
|
)
|
|||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
416
|
|
|
416
|
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
|||||
June 30, 2017
|
|
$
|
11,767
|
|
|
$
|
512
|
|
|
$
|
(38
|
)
|
|
$
|
1,837
|
|
|
$
|
14,078
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||
|
(in millions)
|
|||||||||||||||
Cash and cash equivalents
|
|
$
|
96
|
|
|
$
|
107
|
|
|
$
|
153
|
|
|
$
|
216
|
|
Restricted cash in Other assets, net
|
|
3
|
|
|
3
|
|
|
3
|
|
|
3
|
|
||||
Restricted cash in Regulatory and other assets
|
|
2
|
|
|
4
|
|
|
3
|
|
|
14
|
|
||||
Cash, cash equivalents and restricted cash
|
|
$
|
101
|
|
|
$
|
114
|
|
|
$
|
159
|
|
|
$
|
233
|
|
Condensed Consolidated Statements of Income
|
Total Operating Revenues
|
|
Depreciation and Amortization
|
|
Segment EBITDA/ Consolidated Earnings Before Income Taxes
|
||||||
|
(in millions)
|
||||||||||
Three Months Ended June 30, 2018
|
|
|
|
|
|
||||||
U.S. Transmission
|
$
|
624
|
|
|
$
|
82
|
|
|
$
|
505
|
|
Liquids
|
102
|
|
|
8
|
|
|
67
|
|
|||
Total reportable segments
|
726
|
|
|
90
|
|
|
572
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
90
|
|
|||
Interest expense
|
—
|
|
|
—
|
|
|
85
|
|
|||
Interest income and other
|
—
|
|
|
—
|
|
|
3
|
|
|||
Total consolidated
|
$
|
726
|
|
|
$
|
90
|
|
|
$
|
398
|
|
|
|
|
|
|
|
||||||
Three Months Ended June 30, 2017
|
|
|
|
|
|
||||||
U.S. Transmission
|
$
|
592
|
|
|
$
|
79
|
|
|
$
|
480
|
|
Liquids
|
103
|
|
|
8
|
|
|
64
|
|
|||
Total reportable segments
|
695
|
|
|
87
|
|
|
544
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
87
|
|
|||
Interest expense
|
—
|
|
|
—
|
|
|
60
|
|
|||
Interest income and other
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total consolidated
|
$
|
695
|
|
|
$
|
87
|
|
|
$
|
372
|
|
|
|
|
|
|
|
||||||
Six Months Ended June 30, 2018
|
|
|
|
|
|
||||||
U.S. Transmission
|
$
|
1,295
|
|
|
$
|
163
|
|
|
$
|
1,027
|
|
Liquids
|
210
|
|
|
16
|
|
|
142
|
|
|||
Total reportable segments
|
1,505
|
|
|
179
|
|
|
1,169
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
179
|
|
|||
Interest expense
|
—
|
|
|
—
|
|
|
170
|
|
|||
Interest income and other
|
—
|
|
|
—
|
|
|
4
|
|
|||
Total consolidated
|
$
|
1,505
|
|
|
$
|
179
|
|
|
$
|
821
|
|
|
|
|
|
|
|
||||||
Six Months Ended June 30, 2017
|
|
|
|
|
|
||||||
U.S. Transmission
|
$
|
1,188
|
|
|
$
|
156
|
|
|
$
|
959
|
|
Liquids
|
207
|
|
|
16
|
|
|
130
|
|
|||
Total reportable segments
|
1,395
|
|
|
172
|
|
|
1,089
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(71
|
)
|
|||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
172
|
|
|||
Interest expense
|
—
|
|
|
—
|
|
|
116
|
|
|||
Interest income and other
|
—
|
|
|
—
|
|
|
1
|
|
|||
Total consolidated
|
$
|
1,395
|
|
|
$
|
172
|
|
|
$
|
731
|
|
|
|
U.S. Transmission
|
|
Liquids
|
|
Consolidated
|
||||||
|
(in millions)
|
|||||||||||
Three Months Ended June 30, 2018
|
|
|
|
|
|
|
||||||
Transportation of natural gas
|
|
$
|
575
|
|
|
$
|
—
|
|
|
$
|
575
|
|
Transportation of crude oil
|
|
—
|
|
|
97
|
|
|
97
|
|
|||
Storage of natural gas
|
|
47
|
|
|
5
|
|
|
52
|
|
|||
Total revenue from contracts with customers
|
|
622
|
|
|
102
|
|
|
724
|
|
|||
Other revenue
|
|
2
|
|
|
—
|
|
|
2
|
|
|||
Intersegment revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total revenue
|
|
$
|
624
|
|
|
$
|
102
|
|
|
$
|
726
|
|
|
|
|
|
|
|
|
||||||
Six Months Ended June 30, 2018
|
|
|
|
|
|
|
||||||
Transportation of natural gas
|
|
$
|
1,189
|
|
|
$
|
—
|
|
|
$
|
1,189
|
|
Transportation of crude oil
|
|
—
|
|
|
195
|
|
|
195
|
|
|||
Storage of natural gas and other
|
|
102
|
|
|
15
|
|
|
117
|
|
|||
Total revenue from contracts with customers
|
|
1,291
|
|
|
210
|
|
|
1,501
|
|
|||
Other revenue
|
|
4
|
|
|
—
|
|
|
4
|
|
|||
Intersegment revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total revenue
|
|
$
|
1,295
|
|
|
$
|
210
|
|
|
$
|
1,505
|
|
|
|
Accounts Receivable
|
|
Contract Assets
|
|
Contract Liabilities
|
||||||
|
(in millions)
|
|||||||||||
Balance at adoption date
|
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
65
|
|
Balance at reporting date
|
|
248
|
|
|
—
|
|
|
65
|
|
|
|
U.S. Transmission
|
|
Liquids
|
|
Consolidated
|
||||||
Three months ended June 30, 2018
|
(in millions)
|
|||||||||||
Revenue from products and services transferred over time - crude oil and natural gas transportation and storage
|
|
$
|
622
|
|
|
$
|
102
|
|
|
$
|
724
|
|
|
|
|
|
|
|
|
||||||
Six months ended June 30, 2018
|
|
|
|
|
|
|
||||||
Revenue from products and services transferred over time - crude oil and natural gas transportation and storage
|
|
$
|
1,291
|
|
|
$
|
210
|
|
|
$
|
1,501
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(in millions, except per unit amounts)
|
||||||||||||||
Net income attributable to controlling interests
|
|
$
|
381
|
|
|
$
|
328
|
|
|
$
|
788
|
|
|
$
|
645
|
|
Less: Net income attributable to:
|
|
|
|
|
|
|
|
|
||||||||
General partner’s interest in general partner units—2% (a)
|
|
—
|
|
|
7
|
|
|
—
|
|
|
13
|
|
||||
General partner’s interest in incentive distribution rights (a)
|
|
—
|
|
|
87
|
|
|
—
|
|
|
170
|
|
||||
Limited partners’ interest in net income attributable to common units
|
|
$
|
381
|
|
|
$
|
234
|
|
|
$
|
788
|
|
|
$
|
462
|
|
Weighted average limited partner units outstanding—basic and diluted
|
|
485
|
|
|
310
|
|
|
465
|
|
|
310
|
|
||||
Net income per limited partner unit—basic and diluted
|
|
$
|
0.78
|
|
|
$
|
0.75
|
|
|
$
|
1.69
|
|
|
$
|
1.49
|
|
•
|
less the amount of cash reserves established by the general partner to:
|
•
|
provide for the proper conduct of business,
|
•
|
comply with applicable law, any debt instrument or other agreement, or
|
•
|
provide funds for distributions for any one or more of the next four quarters,
|
•
|
plus, if the general partner so determines, all or a portion of cash and cash equivalents on hand on the date of determination of Available Cash for the quarter;
|
•
|
provided, however, that disbursements made by us or any of our subsidiaries or cash reserves established, increased or reduced after the end of that quarter but on or before the date of determination of Available Cash for that quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within that quarter if our general partner so determines
.
|
|
|
Maturity Date (a)
|
|
Total Facility
|
|
Draws (b)
|
|
Available
|
||||||
|
|
|
|
(in millions)
|
||||||||||
Spectra Energy Partners, LP
|
|
2022
|
|
$
|
2,500
|
|
|
$
|
1,161
|
|
|
$
|
1,339
|
|
Description
|
Condensed Consolidated Balance Sheet Caption
|
|
June 30, 2018
|
||||||||||||||
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||
|
|
|
(in millions)
|
||||||||||||||
Interest rate swaps
|
Other assets, net
|
|
22
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
Commodity swaps
|
Other assets, net
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Canadian equity securities
|
Regulatory and other assets
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
Regulatory and other assets
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Commodity swaps
|
Regulatory and other assets
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Total Assets
|
|
$
|
33
|
|
|
$
|
3
|
|
|
$
|
28
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
Current liabilities — other
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Interest rate swaps
|
Regulatory and other liabilities
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Total Liabilities
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
Description
|
Condensed Consolidated Balance Sheet Caption
|
|
December 31, 2017
|
||||||||||||||
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||
|
|
|
(in millions)
|
||||||||||||||
Canadian equity securities
|
Regulatory and other assets
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
Other assets, net
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Commodity swaps
|
Other assets, net
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Total Assets
|
|
$
|
9
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
Current liabilities — other
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Interest rate swaps
|
Regulatory and other liabilities
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Total Liabilities
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||
Condensed Consolidated Balance Sheets
|
|
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)
|
|
6,650
|
|
|
6,639
|
|
|
5,850
|
|
|
6,211
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross Amounts
Presented in
the Condensed
Consolidated
Balance Sheet
|
|
Amounts Available for Offset
|
|
Net
Amount
|
|
Gross Amounts
Presented in
the Condensed
Consolidated
Balance Sheet
|
|
Amounts Available for Offset
|
|
Net
Amount
|
||||||||||||
Description
|
(in millions)
|
||||||||||||||||||||||
Assets
|
$
|
28
|
|
|
$
|
(1
|
)
|
|
$
|
27
|
|
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
Liabilities
|
(10
|
)
|
|
1
|
|
|
(9
|
)
|
|
(8
|
)
|
|
1
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
Fair Value at
|
|||||||||
Date of Maturity & Contract Type
|
|
Accounting Treatment
|
|
Average Interest Rate
|
|
Notional Amount
|
|
June 30, 2018
|
|
December 31, 2017
|
|||||||
|
|
|
|
|
|
(in millions)
|
|||||||||||
Contracts maturing in 2018
|
|
Cash Flow Hedge
|
|
2.51
|
%
|
|
$
|
560
|
|
|
$
|
22
|
|
|
$
|
1
|
|
Contracts maturing in 2020
|
|
Cash Flow Hedge
|
|
2.70
|
%
|
|
250
|
|
|
6
|
|
|
(3
|
)
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(in millions)
|
||||||||||||||
Operating revenues
|
|
$
|
726
|
|
|
$
|
695
|
|
|
$
|
1,505
|
|
|
$
|
1,395
|
|
Operating expenses
|
|
340
|
|
|
352
|
|
|
677
|
|
|
720
|
|
||||
Operating income
|
|
386
|
|
|
343
|
|
|
828
|
|
|
675
|
|
||||
Earnings from equity investments
|
|
71
|
|
|
40
|
|
|
129
|
|
|
78
|
|
||||
Other income and expenses, net
|
|
26
|
|
|
49
|
|
|
34
|
|
|
94
|
|
||||
Interest expense
|
|
85
|
|
|
60
|
|
|
170
|
|
|
116
|
|
||||
Earnings before income taxes
|
|
398
|
|
|
372
|
|
|
821
|
|
|
731
|
|
||||
Income tax expense
|
|
7
|
|
|
5
|
|
|
12
|
|
|
10
|
|
||||
Net income
|
|
391
|
|
|
367
|
|
|
809
|
|
|
721
|
|
||||
Net income—noncontrolling interests
|
|
10
|
|
|
39
|
|
|
21
|
|
|
76
|
|
||||
Net income—controlling interests
|
|
$
|
381
|
|
|
$
|
328
|
|
|
$
|
788
|
|
|
$
|
645
|
|
•
|
an increase due to expansion projects primarily on Texas Eastern and Algonquin Gas Transmission, LLC (Algonquin),
|
•
|
an increase in recoveries of electric power and other costs passed through to gas transmission customers, partially offset by,
|
•
|
a decrease in revenue from Sabal Trail due to a change in accounting treatment. During the second quarter of 2017, we received contributions from Sabal Trail prior to its in-service date which were recorded in operating revenues. Upon the commencement of commercial service, we deconsolidated our investment and began accounting for it under the equity method. All contributions from Sabal Trail are now recorded within one line called earnings from equity investments as discussed below.
|
•
|
a decrease due to 2017 merger-related severance costs,
|
•
|
a decrease due to higher pipeline inspection and repair costs in 2017 related to the 2016 Texas Eastern pipeline incident near Delmont, Pennsylvania, partially offset by
|
•
|
an increase in electric power and other costs passed through to gas transmission customers.
|
•
|
an increase due to expansion projects primarily on Texas Eastern and Algonquin,
|
•
|
an increase due to an adjustment to the 2017 regulatory liability established results from the U.S. Tax Reform,
|
•
|
an increase in recoveries of electric power and other costs passed through to gas transmission customers,
|
•
|
an increase in natural gas transportation revenues mainly from firm transportation on Texas Eastern, partially offset by
|
•
|
a decrease in revenue from Sabal Trail due to a change in accounting treatment as previously discussed.
|
•
|
a decrease due to pipeline inspection and repair costs in 2017 related to the 2016 Texas Eastern pipeline incident near Delmont, Pennsylvania,
|
•
|
a decrease due to 2017 merger-related severance costs,
|
•
|
a decrease in integrity and power costs, partially offset by
|
•
|
an increase in electric power and other costs passed through to gas transmission customers, and
|
•
|
an increase in costs related to expansion.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(in millions)
|
||||||||||||||
U.S. Transmission
|
|
$
|
505
|
|
|
$
|
480
|
|
|
$
|
1,027
|
|
|
$
|
959
|
|
Liquids
|
|
67
|
|
|
64
|
|
|
142
|
|
|
130
|
|
||||
Total reportable segment EBITDA
|
|
572
|
|
|
544
|
|
|
1,169
|
|
|
1,089
|
|
||||
Other
|
|
(2
|
)
|
|
(25
|
)
|
|
(3
|
)
|
|
(71
|
)
|
||||
Depreciation and amortization
|
|
90
|
|
|
87
|
|
|
179
|
|
|
172
|
|
||||
Interest expense
|
|
85
|
|
|
60
|
|
|
170
|
|
|
116
|
|
||||
Interest income and other
|
|
3
|
|
|
—
|
|
|
4
|
|
|
1
|
|
||||
Earnings before income taxes
|
|
$
|
398
|
|
|
$
|
372
|
|
|
$
|
821
|
|
|
$
|
731
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||||
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
Operating revenues
|
|
$
|
624
|
|
|
$
|
592
|
|
|
$
|
32
|
|
|
$
|
1,295
|
|
|
$
|
1,188
|
|
|
$
|
107
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating, maintenance and other
|
|
212
|
|
|
201
|
|
|
11
|
|
|
426
|
|
|
401
|
|
|
25
|
|
||||||
Other income/(expense)
|
|
93
|
|
|
89
|
|
|
4
|
|
|
158
|
|
|
172
|
|
|
(14
|
)
|
||||||
EBITDA
|
|
$
|
505
|
|
|
$
|
480
|
|
|
$
|
25
|
|
|
$
|
1,027
|
|
|
$
|
959
|
|
|
$
|
68
|
|
•
|
a $32 million increase due to expansion projects primarily on Texas Eastern and Algonquin,
|
•
|
a $10 million increase in recoveries of electric power and other costs passed through to gas transmission customers, partially offset by
|
•
|
a $10 million decrease from Sabal Trail due to a change in accounting treatment as previously discussed.
|
•
|
a $13 million increase primarily due to allocated corporate shared-service costs previously reported on "Other",
|
•
|
a $10 million increase in electric power and other costs passed through to gas transmission customers, partially offset by
|
•
|
an $11 million decrease due to pipeline inspection and repair costs in 2017 related to the 2016 Texas Eastern pipeline incident.
|
•
|
a $65 million increase due to expansion projects primarily on Texas Eastern and Algonquin,
|
•
|
a $25 million increase due to an adjustment to the 2017 regulatory liability established results from the U.S. Tax Reform,
|
•
|
a $19 million increase in recoveries of electric power and other costs passed through to gas transmission customers,
|
•
|
a $16 million increase in natural gas transportation revenues mainly from firm transportation on Texas Eastern, partially offset by
|
•
|
a $10 million decrease from Sabal Trail due to a change in accounting treatment as previously discussed, and
|
•
|
an $8 million decrease in storage revenues mainly due to lower contract renewal rates.
|
•
|
a $25 million increase primarily due to allocated corporate shared-service costs previously reported on "Other",
|
•
|
a $19 million increase in electric power and other costs passed through to gas transmission customers,
|
•
|
a $7 million increase in costs related to expansion, partially offset by
|
•
|
a $13 million decrease due to pipeline inspection and repair costs in 2017 related to the 2016 Texas Eastern pipeline incident, and
|
•
|
a $12 million decrease due to 2017 merger-related severance costs.
|
•
|
a $77 million decrease in equity AFUDC due to Sabal Trail being placed into service, partially offset by
|
•
|
a $51 million increase due to higher equity earnings from Sabal Trail being placed into service, and
|
•
|
an $11 million increase due to corporate allocations of pension costs.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||||
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
Operating revenues
|
|
$
|
102
|
|
|
$
|
103
|
|
|
$
|
(1
|
)
|
|
$
|
210
|
|
|
$
|
207
|
|
|
$
|
3
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating, maintenance and other
|
|
36
|
|
|
39
|
|
|
(3
|
)
|
|
69
|
|
|
76
|
|
|
(7
|
)
|
||||||
Other income/(expense)
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
(1
|
)
|
|
2
|
|
||||||
EBITDA
|
|
$
|
67
|
|
|
$
|
64
|
|
|
$
|
3
|
|
|
$
|
142
|
|
|
$
|
130
|
|
|
$
|
12
|
|
Express pipeline revenue receipts, MBbl/d (a)
|
|
263
|
|
|
254
|
|
|
9
|
|
|
262
|
|
|
263
|
|
|
(1
|
)
|
||||||
Platte PADD II deliveries, MBbl/d (a)
|
|
121
|
|
|
136
|
|
|
(15
|
)
|
|
132
|
|
|
140
|
|
|
(8
|
)
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||||
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
|
2018
|
|
2017
|
|
Increase (Decrease)
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating, maintenance and other
|
|
$
|
2
|
|
|
$
|
25
|
|
|
$
|
(23
|
)
|
|
$
|
3
|
|
|
$
|
71
|
|
|
$
|
(68
|
)
|
EBITDA
|
|
$
|
(2
|
)
|
|
$
|
(25
|
)
|
|
$
|
23
|
|
|
$
|
(3
|
)
|
|
$
|
(71
|
)
|
|
$
|
68
|
|
•
|
a $13 million decrease due to 2017 merger-related severance costs, and
|
•
|
a $10 million decrease due to lower allocated corporate shared-service costs previously recorded in "Other".
|
•
|
a $37 million decrease due to 2017 merger-related severance costs, and
|
•
|
a $31 million decrease due to lower allocated corporate shared-service costs previously recorded in "Other".
|
•
|
distributions from equity investments,
|
•
|
other non-cash items affecting net income, less
|
•
|
earnings from equity investments,
|
•
|
interest expense,
|
•
|
equity AFUDC,
|
•
|
net cash paid for income taxes,
|
•
|
distributions to noncontrolling interests, and
|
•
|
maintenance capital expenditures.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(in millions)
|
||||||||||||||
Net income
|
|
$
|
391
|
|
|
$
|
367
|
|
|
$
|
809
|
|
|
$
|
721
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
85
|
|
|
60
|
|
|
170
|
|
|
116
|
|
||||
Income tax expense
|
|
7
|
|
|
5
|
|
|
12
|
|
|
10
|
|
||||
Depreciation and amortization
|
|
90
|
|
|
87
|
|
|
179
|
|
|
172
|
|
||||
Foreign currency (gain) loss
|
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
||||||||
Third party interest income
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
EBITDA
|
|
570
|
|
|
519
|
|
|
1,166
|
|
|
1,018
|
|
||||
Add:
|
|
|
|
|
|
|
|
|
||||||||
Earnings from equity investments
|
|
(71
|
)
|
|
(40
|
)
|
|
(129
|
)
|
|
(78
|
)
|
||||
Distributions from equity investments
|
|
75
|
|
|
40
|
|
|
135
|
|
|
78
|
|
||||
Non-cash impact of the U.S. Tax Reform
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
||||
Other
|
|
(4
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
85
|
|
|
60
|
|
|
170
|
|
|
116
|
|
||||
Equity AFUDC
|
|
9
|
|
|
48
|
|
|
15
|
|
|
93
|
|
||||
Net cash paid for income taxes
|
|
4
|
|
|
3
|
|
|
5
|
|
|
8
|
|
||||
Distributions to noncontrolling interests
|
|
13
|
|
|
13
|
|
|
28
|
|
|
25
|
|
||||
Maintenance capital expenditures
|
|
61
|
|
|
53
|
|
|
75
|
|
|
79
|
|
||||
Distributable Cash Flow
|
|
$
|
398
|
|
|
$
|
341
|
|
|
$
|
851
|
|
|
$
|
697
|
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in millions)
|
||||||
Net cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
883
|
|
|
$
|
808
|
|
Investing activities
|
|
163
|
|
|
(1,496
|
)
|
||
Financing activities
|
|
(1,059
|
)
|
|
614
|
|
||
Net decrease in Cash, cash equivalents and restricted cash
|
|
(13
|
)
|
|
(74
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of the period
|
|
114
|
|
|
233
|
|
||
Cash, cash equivalents and restricted cash at end of the period
|
|
$
|
101
|
|
|
$
|
159
|
|
•
|
a decrease of $976 million in capital expenditures primarily due to Sabal Trail being placed in-service in July 2017,
|
•
|
a $744 million distribution received from Sabal Trail during the three months ended June 30, 2018 as a partial return of capital for construction and development costs, partially offset by
|
•
|
a $74 million increase in investments in and loans to unconsolidated affiliates mainly due to increased investment in NEXUS, Sabal Trail being classified as an unconsolidated affiliate upon its deconsolidation in July 2017, and partially offset by an additional 10% investment purchased in PennEast in June 2017.
|
|
|
Six Months Ended
June 30, |
||||||
Capital and Investment Expenditures by Business Segment
|
|
2018
|
|
2017
|
||||
|
|
(in millions)
|
||||||
U.S. Transmission
|
|
$
|
595
|
|
|
$
|
1,508
|
|
Liquids
|
|
22
|
|
|
11
|
|
||
Total consolidated
|
|
$
|
617
|
|
|
$
|
1,519
|
|
•
|
$1,093 million of repayments of credit facility in 2018 compared to $750 million of issuances of credit facility in 2017,
|
•
|
a $415 million decrease in contributions from noncontrolling interest as a result of Sabal Trail being classified as an unconsolidated affiliate upon its deconsolidation in July 2017,
|
•
|
a $125 million increase in distributions to partners as a result of an increase in our quarterly per unit distribution and an increase in the number of common units outstanding and
|
•
|
an $87 million decrease in proceeds from the issuances of units as a result of the issuance of common and general partner units in 2017, partially offset by
|
•
|
a $416 million decrease in payments for the redemption of long-term debt,
|
•
|
a $394 million increase in proceeds from issuance of long-term debt.
|
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.
|
(a) Exhibits
|
|
|
Exhibit
Number
|
|
|
|
|
|
*
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
|
|
|
|
|
|
|
|
SPECTRA ENERGY PARTNERS, LP
|
||
|
|
|
|
|
|
|
By:
|
|
Spectra Energy Partners (DE) GP, LP,
its general partner
|
|
|
|
|
|
|
|
By:
|
|
Spectra Energy Partners GP, LLC,
its general partner
|
|
|
|
|
|
Date: August 3, 2018
|
|
By:
|
|
/S/ William T. Yardley
|
|
|
|
|
William T. Yardley
President and Chairman of the Board
|
|
|
|
|
|
Date: August 3, 2018
|
|
By:
|
|
/S/ Stephen J. Neyland
|
|
|
|
|
Stephen J. Neyland
Vice President—Finance
|
1 Year Spectra Energy Partners, LP Common Units Representing Limited Partner Interests (delisted) Chart |
1 Month Spectra Energy Partners, LP Common Units Representing Limited Partner Interests (delisted) Chart |
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