Spectra Energy Corp
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-3010 March 2, 2009 Philip T. Wanan Associate General Counsel Spectra Energy Corp . P.O. Box 1642 Houston, TX 77251-1642 Re: Spectra Energy Corp Dear Mr. Wanan: This is in regard to your letter dated Februar 27,2009 concernng the shareholder proposal submitted by the California State Teachers' Retirement System for inclusion in Spectra Energy's proxy materials for its upcoming anual meeting of securty holders. Your letter indicates that the proponent has withdrawn the proposal, and that Spectra Energy therefore withdraws its December 24, 2008 request for a no-action letter from the Division. Because the matter is now moot, we will have no fuer comment. Sincerely, Gregory S. Bellston Special Counsel cc: Ane Sheehan Director, Corporate Governance Californa State Teachers' Retirement System 7667 Folsom Blvd., Ste. 250 Sacramento, CA 95826 Spectra Energy Corp Mailing Address: 5400 Westheimer Court P.O. Box 1642 Spect~ Houston, TX 77056-5310 Houston, TX 77251-1642 713.627.5400 main EnergYM February 27, 2009 u.s. Securties and Exchange Commission Division of Corporation Finance Offce of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549 Re: Withdrawal of Spectra Energy Corp No Action Letter Ladies and Gentlemen: We hereby withdraw the no-action letter, dated December 24,2008, submitted by Spectra Energy Corp. The withdrawal of our no-action request is due to the Proponent's withdrawal of its stockholder proposal, a copy of which is attached hereto. Thank you for your attention in this matter. Sincerely, /s/ Philip T. Waran Philip T. Warman Associate General Counsel 713-627-5385 Attachments ww.spectraenergy.com CATRS HOW WILL YOU SPEND YOUR FUTURE? Caifornia State Teachers' Retiement System , Investments 7667 Folsom Blvd., Ste. 250 Sacraento, CA 95826 (916) 229-3721 Fax (916) 229-3299 asheeh~caItr.com Februar 26, 2009 Patricia M. Rice Vice President and Corporate Secreta SpecträEnergy, Corp. 5400 Westeimer Cour Houston, TX 77056 . Dear Ms. Rice, Pursuant to the agreement between the California State Teachers' Retiement System ("CalSTRS") and Spectra Energy, Corp. (the "Company") confed by your Febru 1 0, 2009 letter ("Letter"), CalSTR hereby Withdraws its shareholder proposal submitted pursuat to Rule 14a-8 for inclusion in the Company's 2009 proxy materials. The terms of ths agreement are fuly set fort iIl the Letter, a copy of which is' enclosed. Sincerely, Ane Sheehan Director, Corporate Governance Enclosures Our MissIon: Secung the Fincial Future and Sustaining the Trust a/California's Edcators . 132/113/213139 13: 48 713-627-61313 'SPCT ENGV PAG B2/ei2 Spect Enel' C:orp M!tlllng Addre: 5400 Wesèii'er Court P. O. Box 1642 Houston, 1x 7705~ Houston,1J 77:i51-i647. SpecÎi 713.627.5400 maIn EnergJ( (713)5270611 Ofl (713) 896-263 . Facso 'Patcia. M. Riçe TI & Co/pl' SW Februar 10,2009 Cal Stae Teacher' Retent Sysem 7667 Folsom Blvd., Ste. 250 Sacento, CA 95826 .Attion: An Sheean Diror Corate Goverce By Fax: (916) 229-3299 Dear Ms. Sheehan : I received your letter date Janua 29,2009 regar discusion with repe to the shaholder propsal receny submtt to S~ Em:rgy by Cw.STR. Based on om . underdi that CaTR will foaly mthdr il. PtQsa1, Speeb: Ener agi to the item set for in your leter, which st as fòllows: (1) Speca Energy wil inude in its 2010 Sullty Report, a repor conc: the . fea'bilty of the adtion by Spec Energy of quantitative goals, based on cut an emergi technologies, for reci tot grenhouse ga emssons fr Spect Energy's opertion; and (2) Spect Energy wil publioly diclose the resuts of its grouse ga emsion da asessment for 2008 pror to Decembe 31, 2009 and will inolude in such dilosu a compao~ to similar resuts fo 2007. It is undertood that such pulic diclosur may be included i1 a reonse prvided by Spectra Energy to the Cabon Diclosu Project. I also understad that representative of Spect Energy Ii bee in contat with Brian Ri~ of ça1S"t for the pttpBe of creatig a dialogue betweei.eur coanes with respect to these isses. We look forar to wokig with CaSTRS :i the fue and conue to value its investment in Spec Energy. Shoud you have any qi.liou or would lie to discus thes matt furter, plea do npt h.esie to contat me U. (713) 627-6112. ~inl"æely. ~ L\Ac M Ri ú. ¡ i . Patcia M. Rice i t l':\Crpcc\Rico\LlShcc U: 021009.dgç I I. ww.spectenel.y.com i r December 24, 2008 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549 Re: Spectra Energy Corp Intention to Omit Stockholder Proposal Ladies and Gentlemen: This letter is to inform you that Spectra Energy Corp (the “Company”) intends to exclude from its proxy statement and form of proxy for the Company’s 2009 annual meeting of stockholders (collectively, the “2009 Proxy Materials”) a stockholder proposal and statement in support thereof (the “Proposal”) received from the California State Teachers’ Retirement System (the “Proponent”). The Proposal requests that the Board of Directors of the Company (the “Board”) prepare a report concerning the feasibility of adopting quantitative goals, based on current and emerging technologies, for reducing total greenhouse gas emissions from the Company’s operations; and that the Company should submit this report to shareholders by December 31, 2009. The Proponent’s letter setting forth the Proposal is attached hereto as Attachment A. On behalf of the Company, we hereby respectfully request that the Staff of the Division of Corporation Finance of the Commission concur in our opinion that the Proposal may be properly excluded from the 2009 Proxy Materials for the reasons set forth below. This letter and its attachments are being submitted by email to [email protected] in compliance with Staff Legal Bulletin 14D (Nov. 7, 2008) and in lieu of providing six additional copies of this letter pursuant to Rule 14a-8(j). A copy of this letter and its attachments simultaneously is being sent by email to the Proponent as notice of the Company’s intent to omit the Proposal from the Company’s 2009 Proxy Materials. The Company intends to file its definitive 2009 Proxy Materials with the Commission no earlier than March 15, 2009. Accordingly, pursuant to Rule 14a-8(j), we submit this letter not later than 80 days before the Company intends to file its 2009 Proxy Materials. The Company In January 2007, the Company was created as a new public company by the spin-off by Duke Energy Corporation of its natural gas pipeline business to its shareholders. The Company, through its subsidiaries and equity affiliates, owns and operates a large and diversified portfolio of complementary natural gas-related energy assets. The Company operates in three key areas of the natural gas industry: gathering and processing, transmission and storage, and distribution. The Company provides transportation and storage of natural gas to customers in various regions of the northeastern and southeastern United States, the Maritime Provinces in Canada, the Pacific Northwest in the United States and Canada, and in the province of Ontario, Canada. The Company also provides natural gas sales and distribution services to retail customers in Ontario, and natural gas gathering and processing services to customers in Western Canada. In addition, the Company owns a 50% interest in DCP Midstream, LLC, one of the largest natural gas gatherers and processors in the United States. The Proposal The terms of the Proposal are as follows: “RESOLVED: Shareholders request that the Board of Directors prepare a report concerning the feasibility of adopting quantitative goals, based on current and emerging technologies, for reducing total greenhouse gas emissions from the company’s operations; and that the company should submit this report to shareholders by December 31, 2009. Such a report will omit proprietary information and be prepared at reasonable cost.” Discussion In November 2008, the Company issued, and delivered to its shareholders, its 2007-2008 Baseline Sustainability Report (the “Sustainability Report”). The Sustainability Report focuses on the economic, social and environmental impact of the Company’s operations during 2007, the Company’s first year of operations as a stand-alone company. The Company anticipates that the Sustainability Report, which can be found on the Company’s website at: www.spectraenergy.com/our_responsibility/, and is attached hereto as Attachment B, will be followed by a similar report in 2010, and biannually thereafter. In its Sustainability Report, the Company sets forth its approach to climate change and its past and present efforts to reduce its emissions of greenhouse gases. As a baseline report, the Sustainability Report disclosed the Company’s aggregate greenhouse gas footprint, disclosed quantitatively the amount of greenhouse gas reductions achieved through recent conservation efforts, discussed the Company’s approach to climate change, discussed the Company’s establishment of a baseline to permit the Company to measure the progress of its greenhouse gas reduction efforts and outlined the Company’s most significant programs to reduce greenhouse gas emissions. See the Sustainability Report, pages 28-31. The Company is also a participant in the Carbon Disclosure Project, a global initiative to collect and catalogue data from corporations relevant to climate change. The Carbon Disclosure Project named the Company to its U.S. S&P 500 Carbon Disclosure Leadership Index (the "CDLI") for carbon-intensive industries. Companies selected for the CDLI have demonstrated superior transparency and accountability by publicly disclosing detailed climate change strategies. As a participant in the Carbon Disclosure Project, the Company has publicly provided detailed responses to a standard questionnaire regarding greenhouse gas emissions.