X0306 4 2015-11-04 0 0001394074 Spectra Energy Partners, LP SEP 0001373835 Spectra Energy Corp. 5400 WESTHEIMER COURT HOUSTON TX 77056 0 0 1 1 Director by Deputization 0001051116 Spectra Energy Capital, LLC 5400 WESTHEIMER COURT HOUSTON TX 77056 0 0 1 0 0001404855 Spectra Energy Transmission, LLC 5400 WESTHEIMER COURT HOUSTON TX 77056 0 0 1 0 0001404854 Spectra Energy Southeast Pipeline Corp. 5400 WESTHEIMER COURT HOUSTON TX 77056 0 0 1 0 0001394072 Spectra Energy Partners GP, LLC 5400 WESTHEIMER COURT HOUSTON TX 77056 0 0 1 0 0001394073 Spectra Energy Partners (DE) GP, LP 5400 WESTHEIMER COURT HOUSTON TX 77056 0 0 1 0 Common Units representing limited partner interests 2015-11-04 4 A 0 17114 A 220075648 I See footnotes Common Units representing limited partner interests 2015-11-04 4 D 0 342 D 220075306 I See footnotes On November 4, 2015, in connection with the third closing (the "Third Closing") contemplated by the Contribution Agreement, dated as of August 5, 2013, by and between the Issuer and Spectra Energy Corp ("SE Corp"), as amended by the First Amendment to Contribution Agreement, dated as of October 31, 2013 (such agreement, as amended, the "Contribution Agreement"), the Issuer issued 17,114 common units to Spectra Energy Southeast Supply Header, LLC ("SE SESH") in exchange for its residual 0.1% ownership interest in Southeast Supply Header, LLC. SE SESH is wholly owned by Spectra Energy Transmission, LLC ("SET") and SET is wholly owned by Spectra Energy Capital, LLC ("Spectra Capital"), which is wholly owned by SE Corp. (Continued from Footnote 1) Also, in connection with the Third Closing, the Issuer issued 342 newly issued general partner units to Spectra Energy Partners (DE) GP, LP (the "General Partner"), in exchange for 342 common units tendered by the General Partner in order to maintain its 2% general partner interest in the Issuer. SE SESH and the General Partner are both wholly-owned subsidiaries of SE Corp, and the amount of common units beneficially owned by SE Corp gives effect to the reported transactions. As of November 4, 2015, SET owns a 56.2% LP interest in the Issuer. Spectra Capital owns 100% of SET and SE Corp owns 100% of Spectra Capital. Accordingly, SE Corp, Spectra Capital and SET may be deemed to beneficially own all of the reported securities. As of November 4, 2015, the General Partner owns a 17.8% LP interest in the Issuer. Spectra Energy Partners GP, LLC ("SEP GP LLC") owns a 1% GP interest in the General Partner, and Spectra Energy Southeast Pipeline Corporation ("SE Southeast Pipeline") owns a 99% LP interest in the General Partner. SE Southeast Pipeline owns 100% of SEP GP LLC, SET owns 100% of SE Southeast Pipeline, Spectra Capital owns 100% of SET, and SE Corp owns 100% of Spectra Capital. Accordingly, SE Corp, Spectra Capital, SET, SE Southeast Pipeline, SEP GP LLC and the General Partner may be deemed to beneficially own some or all of the reported securities. /s/ Annachiara Jones, Assistant Secretary for Spectra Energy Corp 2015-11-04 /s/ Annachiara Jones, Assistant Secretary for Spectra Energy Capital, LLC 2015-11-04 /s/ Annachiara Jones, Assistant Secretary for Spectra Energy Transmission, LLC 2015-11-04 /s/ Annachiara Jones, Assistant Secretary for Spectra Energy Southeast Pipeline Corp 2015-11-04 /s/ Annachiara Jones, Assistant Secretary for Spectra Energy Partners GP, LLC 2015-11-04 /s/ Annachiara Jones, Assistant Secretary for Spectra Energy Partners GP, LLC, as general partner of Spectra Energy Partners (DE) GP, LP 2015-11-04