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prnewswire

Spectra Energy Reports Third Quarter 2009 Results

- Reported net income (controlling interests) of $191 million, $0.30 earnings per share (EPS), versus prior year quarter's $296 million, $0.48 EPS
- 2009 capital expansion program substantially complete, delivering returns on capital of more than 12 percent - exceeding the top end of targeted range
- On track to achieve 2009 $1.15 ongoing EPS target

  • Press Release
  • Source: Spectra Energy Corp
  • On 6:30 am EST, Thursday November 5, 2009

HOUSTON, Nov. 5 /PRNewswire-FirstCall/ -- Spectra Energy Corp (NYSE: SE - News) today reported 2009 third quarter net income from controlling interests of $191 million, or $0.30 EPS, compared with $296 million, or $0.48 diluted EPS, in the prior year quarter. Ongoing net income was $190 million, or $0.30 EPS, versus $302 million, or $0.49 EPS, during the same period last year.

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"Spectra Energy had a solid quarter. We saw good performance from our fee-based businesses, which helped to offset the effects of much lower commodity prices, and continued executing extremely well on our capital expansion plan. Our 2009 expansion projects are being completed on time and on budget and we are realizing returns on these projects that exceed the high end of our expectations," said Greg Ebel, president and chief executive officer, Spectra Energy Corp.

"We are on track to meet the financial goals we have set for the year, including our 2009 EPS target of $1.15 and, given our 2010 expansion projects, we are well positioned to experience good earnings growth," said Ebel.

SEGMENT RESULTS

U.S. Transmission

U.S. Transmission reported third quarter 2009 earnings before interest and taxes (EBIT) of $239 million, compared with $213 million in third quarter 2008. The 2008 period included a $4 million charge for the final resolution of a customer bankruptcy settlement.

Ongoing EBIT for third quarter 2009 was $239 million and, excluding the above special item, compares with $217 million in the prior year quarter. The segment benefited from business expansion projects and capitalization of previously expensed project development costs. These earnings were partially offset by lower gas processing revenues as a result of lower prices and volumes, and a non-cash regulatory accounting adjustment related to Southeast Supply Header.

Distribution

Distribution reported third quarter 2009 EBIT of $48 million, compared with $44 million in third quarter 2008. Excluding the effect of the weaker Canadian dollar, earnings were $6 million higher this quarter. The segment continued to benefit from higher storage and transportation revenues during the period.

Western Canada Transmission & Processing

Western Canada Transmission & Processing reported third quarter 2009 EBIT of $84 million, compared with $113 million during third quarter 2008. Excluding the effect of the weaker Canadian dollar, earnings were $24 million lower than in 2008. Improved revenues in the fee-based gathering and processing business, due primarily to stronger activity in the Fort Nelson and Grizzly Valley regions, were more than offset by lower Empress earnings, primarily as a result of lower frac spreads. Frac spreads at Empress averaged $6.75 for the quarter, compared with $10.86 in third quarter 2008.

Field Services

Field Services reported third quarter 2009 EBIT of $45 million, compared with $239 million in third quarter 2008. The decrease in earnings was primarily driven by lower commodity prices. During third quarter 2009, crude oil averaged approximately $68 per barrel, compared with approximately $118 per barrel in the prior year quarter and the NGL to crude relationship averaged 42 percent versus 51 percent in third quarter 2008. Additionally, NYMEX natural gas averaged $3.39 per million British thermal unit (MMBtu), compared with $10.24 per MMBtu during the same period in 2008.

Third quarter results were also affected by higher interest expense and lower non-cash mark-to-market gains on hedges used to protect distributable cash flow at DCP Midstream's master limited partnership. The decrease in earnings was partially offset by lower operating costs as a result of continued cost reduction initiatives.

For the quarter, DCP Midstream paid distributions of $31 million to Spectra Energy. DCP Midstream expects to have paid to Spectra Energy distributions totaling approximately $100 million by the end of the year.

Other

"Other" reported net costs of $10 million in third quarter 2009, compared with net costs of $9 million in third quarter 2008.

Interest Expense

Interest expense was $160 million for third quarter 2009, compared with $163 million for third quarter 2008.

Income Taxes

Third quarter 2009 income tax expense from continuing operations was $54 million, compared with $145 million reported in third quarter 2008. The decrease was primarily a result of lower earnings in 2009, as well as a lower effective tax rate. The effective tax rate was 20 percent in third quarter 2009, compared with 32 percent in third quarter 2008. The lower effective tax rate in third quarter 2009 is primarily the result of a higher proportion of earnings coming from Canadian sources that are taxed at lower rates, and favorable tax settlements.

    Special Items Affecting Spectra Energy's EPS for the Quarters Include:
                         (in millions, except per-share amounts)
                         ---------------------------------------

                                               Net Income -
                                              Controlling
                       Pre-tax                 Interests       EPS
                        Amount    Tax Effect     Impact      Impact
                       -------    ----------   ------------  ------

    Third Quarter 2009   $-          $-             $-         $-
                         ==          ==             ==         ==

    Third Quarter 2008
      Customer
       Bankruptcy
       Settlement       $(4)         $1            $(3)        $-
                        ---          --            ---         --
    Total Special
     Items              $(4)         $1            $(3)        $-
                        ===          ==            ===         ==



                Reconciliation of Reported to Ongoing Net Income
                                  (in millions)
                                  ------------
                                                     Quarters Ended
                                                      September 30,
                                                   2009          2008
                                                   ----          ----
    Net Income - Controlling Interests
     as Reported                                   $191          $296
    Adjustments to Reported Net Income -
     Controlling Interests:
       Special Items                                  -             3
       Discontinued Operations                       (1)            3
                                                    ---             -
    Ongoing Net Income                             $190          $302
                                                   ====          ====



               Reconciliation of Reported to Ongoing Diluted EPS
               -------------------------------------------------
                                                   Quarters Ended
                                                    September 30,
                                                 2009           2008
                                                 ----           ----
    Diluted EPS as Reported                     $0.30          $0.48
         Discontinued Operations                    -           0.01
                                                    -           ----
    Diluted EPS, Ongoing                        $0.30          $0.49
                                                =====          =====

Additional Information

Additional information about third quarter 2009 earnings can be obtained on the Spectra Energy Web site: www.spectraenergy.com.

The Analyst call is scheduled for 9 a.m. CT today, November 5, to discuss Spectra Energy's third quarter results. The webcast can be accessed on the Investors Section of Spectra Energy's Web site and the conference call can be accessed by dialing (888) 252-3715 in the United States or Canada, or (706) 634-8942 for International. The conference code is "34956220" or "Spectra Energy Quarterly Earnings Call."

Please call five to ten minutes prior to the scheduled start time. A replay of the call will be available until 7:00 p.m. CT, February 12, 2010, by dialing (800) 642-1687 with conference ID 34956220. The international replay number is (706) 645-9291, with above conference ID. A replay and transcript also will be available by accessing the Investors Section of the company's Web site.

Non-GAAP Financial Measures

We use ongoing net income and ongoing diluted EPS, which are non-GAAP financial measures as they represent net income (controlling interests) and diluted EPS, adjusted for special items and discontinued operations, as measures to evaluate operations of the company. Special items represent certain charges and credits which we believe will not be recurring on a regular basis, and discontinued operations do not represent our ongoing core business. We believe that the presentation of ongoing net income and ongoing diluted EPS provide useful information to investors, as it allows them to more accurately compare our ongoing performance across periods. Ongoing diluted EPS is also used as a basis for employee incentive bonuses.

The primary performance measure used by us to evaluate segment performance is segment EBIT from continuing operations, which at the segment level represents all profits from continuing operations (both operating and non-operating) before deducting interest and taxes, and is net of non-controlling interests related to those profits. We consider segment EBIT from continuing operations, which is the GAAP measure used to report segment results, to be a good indicator of each segment's operating performance as it represents the results of our ownership interests in operations without regard to financing methods or capital structures.

We also use ongoing segment and Other EBIT as a measure of performance. Ongoing segment and Other EBIT is a non-GAAP financial measure as it represents reported segment and Other EBIT adjusted for special items. We believe that the presentation of ongoing segment and Other EBIT provide useful information to investors, as it allows them to more accurately compare a segment's or Other's ongoing performance across periods. The most directly comparable GAAP measure for ongoing segment or Other EBIT is reported segment or Other EBIT, which represents EBIT from continuing operations, including any special items.

Forward-Looking Statements

This release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events. One can typically identify forward-looking statements by the use of forward-looking words such as: may, will, could, project, believe, expect, estimate, continue, potential, plan, forecast and other similar words. 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. Those factors include: the implementation of state, 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 industries; the outcome of litigation and regulatory investigations, proceedings or inquiries; the effect of weather and other natural phenomena, including the economic, operational and other effects of hurricanes and storms; the timing and extent of changes in commodity prices, interest rates and foreign currency exchange rates; our ability to obtain financing on favorable terms, which can be affected by various factors, including our credit ratings and general economic conditions; the levels of supply and demand for natural gas in our areas of operation; the results of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings and general market and economic conditions; increases in the cost of goods and services required to complete capital projects; declines in the market prices of equity and debt securities and resulting funding requirements for defined benefit pension plans; the effects of accounting pronouncements issued periodically by accounting standard-setting bodies; the extent of success in connecting natural gas supplies to gathering, processing and transmission systems and in connecting to expanding gas markets; our ability to identify opportunities for our business units and the timing and success of efforts to develop pipeline, storage, gathering, processing and other infrastructure projects; and our ability to successfully complete and integrate future acquisitions. These factors, as well as additional factors that could affect our forward-looking statements, are described under the headings "Risk Factors" and "Forward-Looking Statements" in our 2008 Form 10-K, filed on February 27, 2009, and in our other filings made with the Securities and Exchange Commission (SEC), which are available via the SEC's Web site 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.

Spectra Energy Corp (NYSE: SE - News), a FORTUNE 500 company, is one of North America's premier natural gas infrastructure companies serving three key links in the natural gas value chain: gathering and processing, transmission and storage, and distribution. For nearly a century, Spectra Energy and its predecessor companies have developed critically important pipelines and related infrastructure connecting natural gas supply sources to premium markets. Based in Houston, Texas, the company operates in the United States and Canada approximately 19,100 miles of transmission pipeline, more than 285 billion cubic feet of storage, as well as natural gas gathering and processing, natural gas liquids operations and local distribution assets. The company also has a 50 percent ownership in DCP Midstream, one of the largest natural gas gatherers and processors in the United States. Spectra Energy was recently ranked by FORTUNE as the world's "most admired" pipeline company. For more information, visit www.spectraenergy.com.

                               Spectra Energy Corp
                               Quarterly Highlights
                                  September 2009
                                   (Unaudited)
             (In millions, except per-share amounts and where noted)


                                  Three Months Ended Nine Months Ended
                                    September 30,      September 30,
                                    -------------      -------------
                                     2009    2008     2009       2008
    ------------                     ----    ----     ----       ----
    COMMON STOCK DATA
    Earnings Per Share
     From Continuing Operations
       Basic                        $0.30   $0.49     $0.98      $1.54
       Diluted                      $0.30   $0.48     $0.98      $1.53
    Earnings Per Share
       Basic                        $0.30   $0.48     $0.98      $1.53
       Diluted                      $0.30   $0.48     $0.98      $1.52
    Dividends Per Share             $0.25   $0.25     $0.75      $0.71
    Weighted-Average
     Shares Outstanding
       Basic                          646     615       640        626
       Diluted                        647     617       641        629

    ------
    INCOME
    Operating Revenues               $933  $1,080    $3,254     $3,813
    Total Reportable Segment EBIT     416     609     1,372      1,926
    Income from Discontinued
     Operations, Net of Tax             1      (2)        3         (1)
    Net Income -
     Controlling Interests            191     296       629        958

    -----------------
    EBIT BY BUSINESS SEGMENT
    U.S. Transmission                $239    $213      $690       $683
    Distribution                       48      44       240        263
    Western Canada
     Transmission &
     Processing                        84     113       223        333
    Field Services                     45     239       219        647
                                       --     ---       ---        ---
      Total Reportable Segment EBIT   416     609     1,372      1,926
    Other EBIT                        (10)     (9)      (46)       (57)
                                      ---      --       ---        ---
       Total Reportable
     Segment and
     Other EBIT                      $406    $600    $1,326     $1,869
                                     ====    ====    ======     ======

    ----------------
    CAPITAL AND INVESTMENT
     EXPENDITURES (a)
    U.S. Transmission                                  $635     $1,098
    Distribution                                        171        274
    Western Canada
     Transmission &
     Processing                                         236        139
    Other                                                21         24
                                                         --         --
    Total Capital and
     Investment
     Expenditures                                    $1,063     $1,535
                                                     ======     ======



                                                    Sept. 30,   Dec. 31,
                                                      2009        2008
    --------------                                    ----        ----
    CAPITALIZATION
    Common Equity -
     Controlling Interests                               39%        34%
    Noncontrolling Interests
     and Preferred Stock                                  4%         4%
    Total Debt                                           57%        62%
    -----------                                     -------    -------
    Total Debt                                      $10,204    $10,047
    Book Value Per Share (b)                         $10.72      $9.07
    Actual Shares Outstanding                           647        611


    (a) Includes loans to affiliates for capital expansion projects.
    (b) Represents controlling interests.



                        Spectra Energy Corp
                       Quarterly Highlights
                          September 2009
                            (Unaudited)
                 (In millions, except where noted)

                                 Three Months    Nine Months
                                     Ended          Ended
                                 September 30,  September 30,
                                 -------------  -------------
                                 2009    2008    2009    2008
    -----------------            ----    ----    ----    ----
    U.S. TRANSMISSION
      Operating Revenues         $427    $402  $1,246  $1,205
      Operating Expenses
        Operating, Maintenance
         and Other                126     156     390     433
        Depreciation and
         Amortization              61      58     182     174
      Gains on Sales of Other
       Assets and Other, net        1       -      11      32
      Other Income and Expenses    19      39      60      94
      Noncontrolling Interests     21      14      55      41
                                   --      --      --      --
      EBIT                       $239    $213    $690    $683
                                 ----    ----    ----    ----

      Proportional Throughput,
       TBtu (a)                   607     479   1,894   1,596

    ------------
    DISTRIBUTION
      Operating Revenues         $244    $280  $1,236  $1,433
      Operating Expenses
        Natural Gas Purchased      62      97     617     747
        Operating, Maintenance
         and Other                 89      93     252     284
        Depreciation and
         Amortization              44      45     126     138
      Other Income and Expenses    (1)     (1)     (1)     (1)
      EBIT                        $48     $44    $240    $263
                                  ---     ---    ----    ----

      Number of Customers,
       thousands                                1,315   1,300
      Heating Degree Days,
       Fahrenheit                 348     264   4,964   4,815
      Pipeline Throughput,
       TBtu                       133     153     589     631

    ---------------------------
    WESTERN CANADA TRANSMISSION & PROCESSING
      Operating Revenues         $260    $397    $770  $1,174
      Operating Expenses
        Natural Gas and
         Petroleum Products
         Purchased                 38     136     143     384
        Operating, Maintenance
         and Other                103     110     299     342
        Depreciation and
         Amortization              38      37     105     114
      Other Income and Expenses     3      (1)      -       -
      Noncontrolling Interests      -       -       -       1
                                    -       -       -       -
      EBIT                        $84    $113    $223    $333
                                  ---    ----    ----    ----

      Pipeline Throughput, TBtu   148     150     446     454
      Volumes Processed, TBtu     163     183     494     526
      Empress Inlet Volumes,
       TBtu                       169     218     578     644

    --------------
    FIELD SERVICES
      Equity in Earnings of DCP
       Midstream, LLC             $45    $239    $219    $647
      EBIT                        $45    $239    $219    $647
                                  ---    ----    ----    ----

      Natural Gas Gathered and
       Processed/Transported,
       TBtu/day (b)               7.0     6.6     7.0     7.1
      Natural Gas Liquids
       Production, MBbl/d (b,c)   371     340     354     365
      Average Natural Gas Price
       Per MMBtu (d)            $3.39  $10.24   $3.93   $9.73
      Average Natural Gas
       Liquids Price Per Gallon $0.69   $1.44   $0.63   $1.42

    -----
    OTHER
      Operating Revenues          $12     $11     $36     $32
      Operating Expenses           30      19      90      85
      Other Income and Expenses     8      (1)      8      (4)
      EBIT                       $(10)    $(9)   $(46)   $(57)
                                 ----     ---    ----    ----


    (a)  Trillion British thermal units
    (b)  Includes 100% of DCP Midstream volumes
    (c)  Thousand barrels per day
    (d)  Million British thermal units.  Average price based
         on NYMEX Henry Hub



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




                     Three Months  Nine Months
                        Ended         Ended
                    September 30, September 30,
                    ------------  -------------
                    2009   2008    2009   2008
                    ----   ----    ----   ----

    Operating
     Revenues       $933 $1,080  $3,254 $3,813
    Operating
     Expenses        581    740   2,170  2,669
    Gains on Sales
     of Other
     Assets and
     Other, net        1      -      11     32
                              -
                     ---     --   -----  -----
    Operating
     Income          353    340   1,095  1,176
                     ---    ---   -----  -----

    Other Income
     and Expenses     72    282     302    755
    Interest
     Expense         160    163     456    470
                     ---    ---     ---    ---
    Earnings From
     Continuing
     Operations
     Before Income
     Taxes           265    459     941  1,461
    Income Tax
     Expense From
     Continuing
     Operations       54    145     260    453
                      --    ---     ---    ---

    Income From
     Continuing
     Operations      211    314     681  1,008
    Income (Loss)
     From
     Discontinued
     Operations,
     net of tax        1     (2)      3     (1)
                      --     --      --     --

    Net Income       212    312     684  1,007
    Net Income -
     Noncontrolling
      Interests       21     16      55     49
                      --     --      --     --

    Net Income -
     Controlling
     Interests      $191   $296    $629   $958
                    ====   ====    ====   ====



                  Spectra Energy Corp
         Condensed Consolidated Balance Sheets
                      (Unaudited)
                     (In millions)


                             September 30, December 31,
                                 2009         2008
                                 ----         ----
    ASSETS

    Current Assets              $1,527       $1,450
    Investments and
     Other Assets                6,306        5,950
    Net Property, Plant
     and Equipment              15,109       13,639
    Regulatory Assets
     and Deferred Debits           996          885
                                   ---          ---

      Total Assets             $23,938      $21,924
                               =======      =======

    LIABILITIES AND
     STOCKHOLDERS' EQUITY

    Current Liabilities         $2,257       $3,044
    Long-term Debt               9,347        8,290
    Deferred Credits
     and Other
     Liabilities                 4,629        4,355
    Preferred Stock of
     Subsidiaries                  225          225
    Stockholders' Equity         7,480        6,010
                                 -----        -----

      Total Liabilities
       and Stockholders'
       Equity                  $23,938      $21,924
                               =======      =======



                             Spectra Energy Corp
               Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)
                                (In millions)
                                                           Nine Months
                                                              Ended
                                                          September 30,
                                                          -------------
                                                           2009    2008
                                                           ----    ----

    CASH FLOWS FROM
     OPERATING ACTIVITIES
      Net income                                           $684  $1,007
      Adjustments to reconcile net
       income to net cash provided by
       operating activities                                 583     389
                                                            ---     ---
            Net cash provided by operating activities     1,267   1,396
                                                          -----   -----

    CASH FLOWS FROM INVESTING ACTIVITIES
            Net cash used in investing activities          (732) (1,564)
                                                           ----  ------

    CASH FLOWS FROM FINANCING ACTIVITIES
            Net cash provided by (used in)
             financing activities                          (289)    354
                                                           ----     ---

            Effect of exchange rate changes on cash         (10)      1
                                                            ---      --


      Net increase in cash and cash equivalents             236     187
      Cash and cash equivalents at beginning of period      214      94
                                                            ---      --
      Cash and cash equivalents at end of period           $450    $281
                                                           ====    ====



                             Spectra Energy Corp
                 Reported to Ongoing Earnings Reconciliation
                       September 2009 Quarter-to-date
                   (In millions, except per-share amounts)



                                             Discon-
                                             tinued    Total
                         Reported   Special  Opera-    Adjust- Ongoing
                         Earnings   Items    tions     ments   Earnings
                         --------   ------   ------    ------  --------

    SEGMENT EARNINGS
     BEFORE INTEREST
     AND TAXES FROM
     CONTINUING
     OPERATIONS

    U.S. Transmission      $239       $-      $-       $-       $239

    Distribution             48        -       -        -         48

    Western Canada
     Transmission &
     Processing              84        -       -        -         84

    Field Services           45        -       -        -         45
                            ---      ---     ---      ---        ---
        Total Reportable
         Segment EBIT       416        -       -        -        416

    Other                   (10)       -       -        -        (10)
                            ---      ---     ---      ---        ---
        Total Reportable
         Segment and Other
         EBIT              $406       $-      $-       $-       $406
                            ===      ===     ===      ===        ===

    EARNINGS

    Total Reportable
     Segment EBIT and
     Other EBIT            $406       $-      $-       $-       $406
    Interest Expense       (160)       -       -        -       (160)
    Interest Income
     and Other               19        -       -        -         19
    Income Taxes from
     Continuing
     Operations             (54)       -       -        -        (54)
    Discontinued
     Operations,
     Net of Tax               1        -      (1)  A   (1)         -
                            ---      ---     ---      ---        ---

    Total Earnings         $212       $-     $(1)     $(1)      $211

    Total Earnings -
     Noncontrolling
     Interests              (21)       -       -        -        (21)
                            ---      ---     ---      ---        ---
    Total Earnings -
     Controlling
     Interests             $191       $-     $(1)     $(1)      $190
                            ===      ===     ===      ===        ===


    EARNINGS PER SHARE,
     BASIC                $0.30       $-      $-       $-      $0.30
                            ===      ===     ===      ===        ===

    EARNINGS PER SHARE,
     DILUTED              $0.30       $-      $-       $-      $0.30
                            ===      ===     ===      ===        ===


    A - Net results from Nevis and Brazeau River gathering and
        processing facilities in Western Canada.

    Weighted Average Shares (reported and ongoing) - in millions

      Basic          646

      Diluted        647



                              Spectra Energy Corp
                  Reported to Ongoing Earnings Reconciliation
                        September 2008 Quarter-to-date
                    (In millions, except per-share amounts)



                                                 Discon-
                                                 tinued    Total
                             Reported   Special  Opera-    Adjust- Ongoing
                             Earnings   Items    tions     ments   Earnings
                             --------   ------   ------    ------  --------

    SEGMENT EARNINGS
     BEFORE INTEREST
     AND TAXES
     FROM CONTINUING
     OPERATIONS

    U.S. Transmission          $213      $4  A     $-       $4      $217

    Distribution                 44       -         -        -        44

    Western Canada
     Transmission &
     Processing                 113       -         -        -       113

    Field Services              239       -         -        -       239
                                ---     ---       ---      ---       ---

        Total Reportable
     Segment EBIT               609       4         -        4       613

    Other                        (9)      -         -        -        (9)
                                ---     ---       ---      ---       ---

        Total Reportable
     Segment and Other EBIT    $600      $4        $-       $4      $604
                                ===     ===       ===      ===       ===

    EARNINGS

    Total Reportable Segment
     EBIT and Other EBIT       $600      $4        $-       $4      $604
    Interest Expense           (163)      -         -        -      (163)
    Interest Income and Other    22       -         -        -        22
    Income Taxes from
     Continuing Operations     (145)     (1)        -       (1)     (146)
    Discontinued Operations,
     Net of Tax                  (2)      -         2 B      2         -
                                ---     ---       ---      ---       ---

    Total Earnings             $312      $3        $2       $5      $317

    Total Earnings -
     Noncontrolling Interests   (16)      -         1       $1       (15)
                                ---     ---       ---      ---       ---

    Total Earnings -
     Controlling Interests     $296      $3        $3       $6      $302
                                ===     ===       ===      ===       ===

    EARNINGS PER
     SHARE, BASIC             $0.48      $-      0.01    $0.01     $0.49
                                ===     ===       ===      ===       ===

    EARNINGS PER
     SHARE, DILUTED           $0.48      $-      0.01    $0.01     $0.49
                                ===     ===       ===      ===       ===

    A - Bankruptcy settlement of a customer's transportation contract.

    B - Net results from Nevis and Brazeau River gathering and processing
        facilities in Western Canada.

    Weighted Average Shares (reported and ongoing) -
     in millions

         Basic           615

         Diluted         617

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