8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
February 11, 2008 (February 7, 2008)

SPECTRA ENERGY PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware	001-33556	41-2232463
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

5400 Westheimer Court, Houston, Texas	77056
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 713-627-5400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release

Item 2.02 Results of Operations and Financial Condition

     On February 7, 2008, Spectra Energy Partners, LP issued a news release announcing its financial results for the fourth quarter and year ended December 31, 2007. A copy of this news release is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 is being furnished pursuant to this Item 2.02.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
99.1	Press Release of Spectra Energy Partners, LP, dated February 7, 2008

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SPECTRA ENERGY PARTNERS, LP
By:	Spectra Energy Partners (DE) GP, LP,
	its general partner
By:	Spectra Energy Partners GP, LLC,
	its general partner
/s/ Lon C. Mitchell, Jr.
Lon C. Mitchell, Jr.
Vice President and Chief Financial Officer

Date: February 11, 2008

EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Press Release of Spectra Energy Corp, dated February 7, 2008

EX-99.1

Exhibit 99.1

Media
& Analysts:	Sean Blakley
	(713) 627-4963
Date:	February 7, 2008

          Spectra Energy Partners Reports Fourth Quarter 2007 Financial Results

• Fourth quarter net income of $22.4 million up 34 percent over prior year quarter

• Earnings per limited partner unit of 33 cents per unit

• Highlights from 2007:

o Successful IPO launched

o Announced Saltville acquisition; Closing expected second quarter 2008

o Increased fourth quarter 2007 distribution to 32 cents per unit

HOUSTON – Spectra Energy Partners, LP (NYSE:SEP) today reported fourth quarter 2007 net income of $22.4 million compared with $16.7 million for fourth quarter 2006. The increase resulted primarily from higher demand for transportation and storage services and earnings from expansion projects placed into service in 2006 and 2007.

For the year ended December 31, 2007, Spectra Energy Partners reported net income of $197.5 million compared with $61.6 million for the prior year. 2007 results include a one-time benefit of $110.5 million from the reversal of income tax liabilities. As a master limited partnership, Spectra Energy Partners is not subject to federal income taxes. Excluding the tax benefit, ongoing net income for the year ended December 31, 2007 was $87.0 million, a 41 percent increase over 2006.

Spectra Energy Partners reported Cash Available for Distribution of $20.6 million, or 30 cents per limited partner unit for the quarter. For the first two quarters of operations since Spectra Energy Partners’ initial public offering, Cash Available for Distribution totaled $57.7 million, or 85 cents per limited partner unit. Including the distribution

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declared on Jan. 24, 2008, Spectra Energy Partners’ distributions since its initial public offering total 62 cents per unit.

“We increased our distribution for the fourth quarter as a result of strong quarterly earnings and cash flows to date from each of our assets driven by new projects placed in service and high demand for transportation and storage services,” said Greg Harper, president and chief executive officer of Spectra Energy Partners. “We concluded an exciting 2007 by announcing the acquisition of Saltville Gas Storage and the P-25 pipeline, assets that are a strategic fit for the East Tennessee system. These highly contracted assets along with our portfolio of organic expansions will add to a solid foundation and help deliver growing value to unitholders,” Harper continued.

Spectra Energy Partners closed its initial public offering on July 2, 2007. Earnings for periods prior to the date of the initial public offering are attributable to Spectra Energy Partners Predecessor, which consists of various subsidiaries and assets of Spectra Energy Corp (NYSE: SE), the owner of Spectra Energy Partners’ general partner.

Quarterly Results from Operations

For the fourth quarter 2007, Spectra Energy Partners’ net income of $22.4 million consists of Operating Income, Equity Earnings from investments in Gulfstream Natural Gas System, L.L.C. (Gulfstream) and Market Hub Partners Holding (MHP), and interest income and expense.

Operating Income

Spectra Energy Partners reported operating income of $12.7 million for the fourth quarter 2007 compared with $7.5 million in fourth quarter 2006. The increase in earnings resulted primarily from the completion of East Tennessee Natural Gas’ (ETNG) Jewell Ridge expansion project and other new contracts commencing service near the end of 2006. Operating income excludes equity earnings from investments in Gulfstream and MHP. For the full year 2007, operating income was $54.1 million compared with $37.6 million for the year ended December 31, 2006.

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Equity Investment in Gulfstream

Spectra Energy Partners recognized $5.1 million equity earnings from its 24.5 percent interest in Gulfstream in the fourth quarter compared with $4.7 million in fourth quarter 2006. The increase in earnings resulted from continued strong demand for transportation services. For the year ended December 31, 2007, equity earnings from Gulfstream totaled $23.5 million, an increase of $6.7 million over the prior year. For the quarter, Spectra Energy Partners’ share of Gulfstream’s Cash Available for Distribution was $3 million. Spectra Energy Partners’ share of Gulfstream’s Cash Available for Distribution from third and fourth quarter 2007 operations totaled $17.0 million.

Equity Investment in MHP

Spectra Energy Partners recognized $9 million in equity earnings from its 50 percent interest in MHP during the fourth quarter compared with $7.7 million in fourth quarter 2006. High demand for storage services and increasing contract rates resulted in higher margins for MHP. For the year ended December 31, 2007, equity earnings from MHP totaled $32.1 million compared with $24.3 million in 2006. For the quarter, Spectra Energy Partners’ share of MHP’s Cash Available for Distribution was $6 million. Spectra Energy Partners’ share of MHP’s Cash Available for Distribution from third and fourth quarter 2007 operations totaled $15.7 million.

Interest Income and Expense

Interest expense increased $4.3 million over fourth quarter 2006, to $6.3 million, as a result of borrowings against the revolving credit facility which was entered into at the closing of the initial public offering. Interest income was $2.7 million for the fourth quarter 2007 due to investments in marketable securities.

Capital Expenditures and Equity Investments

During the quarter, Spectra Energy Partners spent $7.9 million for expansion and maintenance capital expenditures at ETNG and invested an additional $11 million in Gulfstream and $2.5 million in MHP for expansion projects.

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Additional Information

An analyst conference call is scheduled for 9:00 a.m. CST today, February 7, 2008 to discuss Spectra Energy Partners’ fourth quarter results and provide an overview of our 2008 financial plan. The conference call can be accessed via the investor relations section of Spectra Energy Partners, LP’s web site or by dialing (888) 252-3715 in the United States or (706) 634-8942 outside the United States. The confirmation code is 30610700 or “Spectra Energy Partners Earnings Call.”

Please call in 5 to 10 minutes prior to the scheduled start time. A replay of the conference call will be available after 12:30 pm February 7, 2008, until midnight CDT, May 10, 2008, by dialing (800) 642-1687 with Conference ID 30610700. The international replay number is (706) 645-9291, Conference ID 30610700. A replay and transcript also will be available by accessing the investor relations section of Spectra Energy Partners, LP’s web site at http://www.spectraenergypartners.com.

This release includes “forward-looking statements” which represent our intentions, plans, expectations, assumptions and beliefs about future events. Such statements are subject to risks, uncertainties and other factors, many of which are outside our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. These factors, as well as additional factors that could affect our forward-looking statements, are described in our filings that we make with the SEC, which are available at the SEC’s website at www.sec.gov. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Reconciliation of Non-GAAP Financial Measures

This press release includes certain financial measures, including ongoing net income, Adjusted EBITDA, and Cash Available for Distribution that are non-GAAP financial measures as defined under the rules of the Securities and Exchange Commission.

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Spectra Energy Partners’ management uses ongoing net income, which is a non-GAAP financial measure as it represents earnings from continuing operations, adjusted for special items, as a measure to evaluate operations of the company. Special items represent certain charges and credits which management believes will not be recurring on a regular basis. Management believes that the presentation of ongoing net income provides useful information to investors, as it allows them to more accurately compare the company’s ongoing performance across periods.

Spectra Energy Partners defines Adjusted EBITDA as net income plus interest expense, income taxes, and depreciation and amortization, less equity in earnings of Gulfstream and MHP, interest income, and other income and expenses, net, which primarily includes non-cash allowance for funds used during construction (AFUDC).

Spectra Energy Partners defines Cash Available for Distribution as Adjusted EBITDA plus Cash Available for Distribution from Gulfstream and MHP, less net cash paid for interest expense (income), net and maintenance capital expenditures. Cash Available for Distribution does not reflect changes in working capital balances.

This press release is accompanied by a reconciliation of these non-GAAP financial measures to their nearest GAAP financial measures. Management uses these financial measures because they are accepted financial indicators used by investors to compare company performance. In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of the Partnership’s assets and the cash that the business is generating. Neither Adjusted EBITDA nor Cash Available for Distribution are presented as alternatives to net income (loss) or cash flow from operations. They should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with United States generally accepted accounting principles.

Spectra Energy Partners, LP (NYSE: SEP) is a Delaware master limited partnership that owns interests in natural gas transportation and storage assets in the United States. Spectra Energy Partners’ assets include the East Tennessee Natural Gas

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system, a 1,400-mile natural gas transportation pipeline located in the Southeastern United States, and 24.5 percent of Gulfstream Natural Gas System, L.L.C., which owns a 690-mile natural gas pipeline that connects Mobile Bay to the central Florida peninsula through the Gulf of Mexico. The combined systems are capable of transporting 2.4 billion cubic feet (Bcf) of natural gas per day. Spectra Energy Partners also owns 50 percent of Market Hub Partners, a partnership that owns high deliverability salt cavern storage assets capable of storing 35 Bcf of natural gas. Visit www.spectraenergypartners.com for more information.

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Spectra Energy Partners, LP
Quarterly Highlights
December 2007
(Unaudited)
(In millions, except per unit amount)

	Quarter Ended					Year Ended
	December 31,					December 31,
	2007			2006		2007			2006
INCOME
Operating revenues	$	26.2		$	23.4	$	100.1		$	82.6
Operating expenses		13.5			15.9		46.0			45.0
Operating income		12.7			7.5		54.1			37.6
Equity in earnings of unconsolidated affiliates		14.1			12.4		55.6			41.1
Other income and expenses, net		(0.1	)		0.7		0.3			1.8
Interest income		2.7			—		5.5			—
Interest expense		6.3			2.0		17.1			8.2
Earnings before income taxes		23.1			18.6		98.4			72.3
Income tax expense (benefit) (a)		0.7			1.9		(99.1	)		10.7
Net income	$	22.4		$	16.7	$	197.5		$	61.6
Adjusted EBITDA (b)	$	18.4		$	12.3	$	77.3		$	56.6
Cash Available for Distribution (c)	$	20.6		$	10.6	$	117.7		$	80.4
Weighted Average Units Outstanding
Common units		44.6			n/a		44.6			n/a
Subordinated units		21.6			n/a		21.6			n/a
General partners units		1.4			n/a		1.4			n/a
Earnings Per Limited Partner Unit		0.33			n/a		0.68			n/a
Cash Available for Distribution Per Limited Partner Unit		0.30			n/a		0.85			n/a
DEBT
Total debt						$	450.0
Investment grade securities							154.6
Net debt						$	295.4
CAPITAL AND INVESTMENT EXPENDITURES
Capital expenditures — East Tennessee	$	7.9		$	16.0	$	27.0		$	85.9
Investments
Gulfstream — our 24.5%		11.0			—		18.7			—
Market Hub — our 50%		2.5			—		9.6			—
Total capital and investment expenditures	$	21.4		$	16.0	$	55.3		$	85.9

(a)	The year ended December 31, 2007 includes a one-time benefit of $110.5 million from the reversal of income tax liabilities.
(b)	Adjusted EBITDA is defined as net income plus interest expense, income taxes, and depreciation and amortization, less equity in earnings of Gulfstream and Market Hub, interest income, and other income and expenses, net, which primarily includes non-cash allowance for funds used during construction (AFUDC).
(c)	Cash Available for Distribution is defined as Adjusted EBITDA plus Cash Available for Distribution from Gulfstream and Market Hub less net cash paid for interest expense and maintenance capital expenditures. Cash Available for Distribution does not reflect changes in working capital balances.

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Spectra Energy Partners, LP
Adjusted EBITDA and Cash Available for Distribution
December 2007
(Unaudited)
(In millions)

	Quarter Ended					Year Ended
	December 31,					December 31,
	2007			2006		2007			2006
Spectra Energy Partners
Reconciliation of Non-GAAP “Adjusted EBITDA” and “Cash Available for Distribution” to GAAP “Net Income”
Net income	$	22.4		$	16.7	$	197.5		$	61.6
Add:
Interest expense		6.3			2.0		17.1			8.2
Income tax expense (benefit)		0.7			1.9		(99.1	)		10.7
Depreciation and amortization		5.7			4.8		23.2			19.0
Less:
Equity in earnings of Gulfstream		5.1			4.7		23.5			16.8
Equity in earnings of Market Hub		9.0			7.7		32.1			24.3
Interest income		2.7			—		5.5			—
Other income (expenses), net		(0.1	)		0.7		0.3			1.8
Adjusted EBITDA		18.4			12.3		77.3			56.6
Add:
Cash Available for Distribution from Gulfstream		3.0			3.7		28.9			23.8
Cash Available for Distribution from Market Hub		6.0			1.8		31.9			19.5
Less:
Cash paid for interest expense, net		5.1			4.3		10.3			8.6
Maintenance capital expenditures		1.7			2.9		10.1			10.9
Cash Available for Distribution	$	20.6		$	10.6	$	117.7		$	80.4

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Spectra Energy Partners, LP
Gulfstream — Adjusted EBITDA and Cash Available for Distribution
December 2007
(Unaudited)
(In millions)

	Quarter Ended				Year Ended
	December 31,				December 31,
	2007		2006		2007		2006
Gulfstream
Reconciliation of Non-GAAP “Adjusted EBITDA” and “Cash Available for Distribution” to GAAP “Net Income”
Net income	$	20.6	$	18.9	$	95.4	$	68.4
Add:
Interest expense		11.7		12.2		47.9		48.8
Depreciation and amortization		7.3		7.6		30.0		30.4
Less:
Other income, net		2.1		0.5		3.9		0.4
Adjusted EBITDA — 100%		37.5		38.2		169.4		147.2
Less:
Cash paid for interest expense, net		24.6		22.6		49.9		49.5
Maintenance capital expenditures		0.6		0.5		1.4		0.6
Cash Available for Distribution — 100%	$	12.3	$	15.1	$	118.1	$	97.1
Adjusted EBITDA — 24.5%	$	9.2	$	9.4	$	41.5	$	36.1
Cash Available for Distribution — 24.5%	$	3.0	$	3.7	$	28.9	$	23.8

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Spectra Energy Partners, LP
Market Hub — Adjusted EBITDA and Cash Available for Distribution
December 2007
(Unaudited)
(In millions)

	Quarter Ended				Year Ended
	December 31,				December 31,
	2007		2006		2007		2006
Market Hub
Reconciliation of Non-GAAP “Adjusted EBITDA” and “Cash Available for Distribution” to GAAP “Net Income”
Net income	$	18.0	$	15.5	$	64.2	$	48.7
Add:
Interest expense		0.7		1.0		3.6		2.6
Income tax expense		0.1		—		0.1		—
Depreciation and amortization		2.5		2.1		9.1		7.8
Less:
Interest income		1.3		—		2.2		—
Other income, net		7.0		10.6		7.1		10.6
Adjusted EBITDA — 100%		13.0		8.0		67.7		48.5
Less:
Maintenance capital expenditures		1.1		4.4		4.0		9.6
Cash Available for Distribution — 100%	$	11.9	$	3.6	$	63.7	$	38.9
Adjusted EBITDA — 50%	$	6.5	$	4.0	$	33.9	$	24.3
Cash Available for Distribution — 50%	$	6.0	$	1.8	$	31.9	$	19.5

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Spectra Energy Partners, LP
Adjusted EBITDA and Cash Available for Distribution
December 2007
(Unaudited)
(In millions)

	July 2, 2007 — December 31, 2007
Spectra Energy Partners
Reconciliation of Non-GAAP “Adjusted EBITDA” and “Cash Available for Distribution” to GAAP “Net Income”
Net income	$	156.7
Add:
Interest expense		12.8
Income tax expense (benefit)		(109.7	)
Depreciation and amortization		13.2
Less:
Equity in earnings of Gulfstream		15.0
Equity in earnings of Market Hub		17.6
Interest income		5.5
Other income (expenses), net		(0.1	)
Adjusted EBITDA		35.0
Add:
Cash Available for Distribution from Gulfstream		17.0
Cash Available for Distribution from Market Hub		15.7
Less:
Cash paid for interest expense, net		6.1
Maintenance capital expenditures		3.9
Cash Available for Distribution	$	57.7

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Spectra Energy Partners, LP
Net Income
December 2007
(Unaudited)
(In millions)

Reconciliation of Reported to Ongoing Net Income

	Quarter Ended				Year Ended
	December 31,				December 31,
	2007		2006		2007			2006
Net Income as Reported *	$	22.4	$	16.7	$	197.5		$	61.6
Special Item — Tax Benefit		—		—		(110.5	)		—
Ongoing Net Income	$	22.4	$	16.7	$	87.0		$	61.6

* The year ended 2007 includes a one-time benefit of $110.5 million from the reversal of income tax liabilities.

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