-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GsBr930PEuo6nsUvs8Wp6c9p+L5XFz+S/jICYfJpTA4/RjIrujt2afVPokg4G8Kz kLGvj1Y8tyq84RrfxY59Pg== 0000950123-09-012632.txt : 20090803 0000950123-09-012632.hdr.sgml : 20090801 20090609170519 ACCESSION NUMBER: 0000950123-09-012632 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectra Energy Corp. CENTRAL INDEX KEY: 0001373835 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 205413139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 5400 WESTHEIMER COURT CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 704-382-8160 MAIL ADDRESS: STREET 1: 400 SOUTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28285 FORMER COMPANY: FORMER CONFORMED NAME: Gas SpinCo, Inc. DATE OF NAME CHANGE: 20060825 CORRESP 1 filename1.htm corresp
[SPECTRA ENERGY CORP LETTERHEAD]
June 9, 2009
VIA EDGAR AND OVERNIGHT MAIL
H. Christopher Owings
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 7010
Washington, D.C. 20549-7010
Re:   Spectra Energy Corp
Form 10-K for Fiscal Year Ended December 31, 2008
Filed February 27, 2009
File No. 001-33007
Dear H. Christopher Owings:
     Set forth below are the responses of Spectra Energy Corp, a Delaware corporation, to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 18, 2009 with respect to our Form 10-K for the Fiscal Year Ended December 31, 2008, filed February 27, 2009, File No. 001-33007 (the “10-K”).
     For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in italicized text.
Form 10-K for Fiscal Year Ended December 31, 2008 Filed by Spectra Energy Corp
Item 8. Financial Statements and Supplementary Data, page 61
Note 13. Property, Plant and Equipment, page 101
1.   We note your response to comment 3 of our letter dated April 16, 2009. You state depreciable lives of your property, plant and equipment are generally based on rates approved by the applicable regulators. Please tell us specifically what depreciable lives have not been approved by your regulators and the cost of those assets. With a view towards enhanced disclosure, please disclose the plants’ depreciation lives that are established, mandated and or approved by regulators and reviewed in the normal course of ratemaking proceedings. Please identify the responsible regulatory authority as well.
 
    Response:

 

 

    As requested, below is a breakdown of regulated and non-regulated property, plant and equipment, together with their respective depreciable lives, as of December 31, 2008.
                                         
    Regulated     Non-regulated     Total  
            Estimated             Estimated        
December 31, 2008   Amount     Useful Life (a)     Amount     Useful Life     Amount  
    (in millions)     (years)     (in millions)     (years)     (in millions)  
Plant
                                       
Natural gas transmission
   $ 10,214       20 - 82     $ 27       25 - 50     $ 10,241  
Natural gas distribution
     2,026       25 - 60       —       —       2,026  
Gathering and processing facilities
     1,892       25 - 40       506       25       2,398  
Storage
     580       17 - 122       523       26 - 47       1,103  
Other buildings and improvements
     71       16 - 50       13       25 - 40       84  
Equipment
     317       3 - 40       12       3 - 20       329  
Vehicles
     81       2 - 20       5       5 - 15       86  
Land and land rights
     127       45 - 60       29       45       156  
Construction in process
     506       —       184       —       690  
Other
     349       4 - 82       107       4 - 25       456  
 
                                  
Total property, plant and equipment
   $ 16,163             $ 1,406             $ 17,569  
 
                                  
 
     (92%)               (8%)               (100%)  
 
(a)   Depreciable lives of property, plant and equipment of regulated entities are based on rates approved by the applicable regulatory authorities: the Federal Energy Regulatory Commission, the National Energy Board and the Ontario Energy Board.
     We continue to believe that the segregation of property, plant and equipment between regulated and non-regulated portions would not provide significant meaningful information to investors. As such, we respectfully propose to continue to break out the components of property, plant and equipment in the manner included in our 2008 Form 10-K, and to additionally include the below disclosure in future filings.
     “Over [90]% of our property, plant and equipment is regulated whose estimated useful lives are based on rates approved by the applicable regulatory authorities in the United States and Canada: the Federal Energy Regulatory Commission, the National Energy Board and the Ontario Energy Board.”
Exhibits
2.   We note your response to comment 4 of our letter dated April 16, 2009. Your response does not address the other exhibits encompassed by Item 601(b)(10) which remain incomplete. For instance, Exhibit 10.1, the Tax Matters Agreement by and among Duke Energy Corporation, Spectra Energy Corp, and the Other Spectra Energy Parties, dated as of December 13, 2006 (filed as Exhibit 10.1 to the Form 8-K filed by Spectra Energy Corp on December 15, 2006), omits the Schedules and Appendix of the Tax Matters Agreement. We note that the last page of the Tax Matters Agreement includes the following notation: “Schedules and exhibits omitted pursuant to Item 601 of Reg. S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.” Please be advised that the referenced provision applies only to Item 601(b)(2) exhibits that are not material to an investment decision. It does not apply to schedules and appendices to material contracts filed pursuant to Item 601(b)(10) of Regulation S-K. The above example is not exclusive. Please review your exhibits filed pursuant to Item 601(b)(10) to ensure that complete documents are filed.
 
    Response:
 
    We have reviewed the exhibits included in our 2008 Form 10-K that are encompassed by Item 601(b)(10) and determined that Exhibit Nos. 10.1, 10.2 and 10.3 omitted certain

 

 

    schedules, appendices or attachments. We will file those exhibits in their entirety in our upcoming Quarterly Report on Form-Q for the period ended June 30, 2009.
     In connection with responding to the Staff’s comments, we acknowledge that (i) we are responsible for the adequacy and accuracy of the disclosures in our filings, (ii) Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings, and (iii) we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal security laws of the United States.
     Should the Staff have any additional questions or comments, please contact Philip T. Warman or the undersigned at 713-627-5400.
         
  Sincerely,

SPECTRA ENERGY CORP
 		  
  By:   /s/ Sabra L. Harrington    
    Name:   Sabra L. Harrington   
    Title:   Vice President and Controller   
 
cc:   Brian McAllister (Commission)
Michael Moran (Commission)
Matthew Benson (Commission)
Mara Ransom (Commission)
David Oelman (Vinson & Elkins L.L.P.)

 

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